Agenda packet — Laguna Hills City Council, May 10, 2022 (part 1 of 2)

CITY OF LAGUNA HILLS

CITY COUNCIL/PLANNING AGENCY

REGULAR MEETING AGENDA
Tuesday, May 10, 2022 – 7:00 PM
(Closed Session at 6:00 PM when scheduled)
Dave Wheeler, Mayor
Janine Heft, Mayor Pro Tempore Don Caskey, Council Member Erica Pezold, Council Member Don Sedgwick, Council Member Location: City Council Chamber, 24035 El Toro Road, Laguna Hills, CA 92653 Any person wishing to address the City Council/Planning Agency on any matter, whether or not it appears on this Agenda, is asked to complete a pink “Request to Speak” form available on the table at the back of the Chamber. The completed form is to be submitted to the City Clerk prior to an individual being heard by the City Council/Planning Agency. Completion of the form is voluntary. All persons may attend the meeting regardless of whether this form is completed.

Members of the public wishing to address the City Council can do so during the Public Comments portion of the Agenda with a time limitation of three minutes per person, an overall time limit of ten minutes for any one subject, and a total time limit of thirty minutes for Public Comments. If you are commenting on an Agenda item, your comments will be heard at the time that item is scheduled on the Agenda. If you are addressing the City Council on an item not listed on the Agenda, the City Council is prohibited by law from discussing or taking any action on that item
Submission of Electronic Public Comments: While you may attend this meeting in person, those wishing to make electronic public comments may submit their comments by email to the City Clerk at [email protected], by 5:00 p.m. on May 10, 2022. In the subject line of the email, please state your name and the item number you are commenting on. Any public comment received that does not specify a particular agenda item number will be announced during the general public comment portion of the agenda. If you wish to submit a public comment on more than one agenda item, please send a separate email for each item you are commenting on. All comments received by 5:00 p.m. on the date of the meeting will be provided to the City Council in advance to allow time for the Council Members to read them.

Announcement of Electronic Public Comments: During the applicable agenda item, the City Clerk will announce the name of the sender and subject matter of all email comments received by 5:00 p.m. on May 10, 2022. Email comments will NOT be read by the City Clerk during the meeting. Electronic public comments may only be submitted via email and comments via text and social media (Facebook, Twitter, etc.) will not be accepted. The email comments, including your name, will become part of the record of the City Council meeting and will be public information.

City of Laguna Hills City Council/Planning Agency Tuesday, May 10, 2022 Regular Meeting Agenda
2 CLOSED SESSION - CONVENING AT 6:00 PM

CALL TO ORDER
Resolution No. 96-04-09-1 established rules of decorum for public meetings held by the City of Laguna Hills. Resolution No. 96-04-09-1 is available on the table at the back of the City Council Chamber.

ROLL CALL OF CITY COUNCIL MEMBERS

ANNOUNCEMENT OF CLOSED SESSION ITEM(S)
The City Council will convene into Closed Session, in the City Council Conference Room or City Council Chamber, City Hall, Laguna Hills Civic Center, to consider the following matter(s):

A. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION
Pursuant to paragraph (1) of subdivision (d) of California Government Code Section 54956.9
Name of Case: Californians for Homeownership, Inc., a California nonprofit public benefit corporation, vs. City of Laguna Hills; Orange County Superior Court Case No. 30-2022-01255365-CU-WM-CJC; Verified Petition for Writ of Mandate.

PUBLIC COMMENT ON CLOSED SESSION ITEM(S)

ADJOURN TO CITY COUNCIL CONFERENCE ROOM OR CITY COUNCIL CHAMBER

CONVENE INTO CLOSED SESSION

RECONVENE TO CITY COUNCIL CHAMBER
RECESS
City of Laguna Hills City Council/Planning Agency Tuesday, May 10, 2022 Regular Meeting Agenda
3 CITY OF LAGUNA HILLS

CITY COUNCIL/PLANNING AGENCY

City of Laguna Hills City Council/Planning Agency Tuesday, May 10, 2022 Regular Meeting Agenda
4 GENERAL BUSINESS - CONVENING AT 7:00 PM

INVOCATION: Associate Pastor Jesus Cantu of Christ Community Church PLEDGE OF ALLEGIANCE: Council Member Caskey

ROLL CALL OF CITY COUNCIL MEMBERS

CLOSED SESSION REPORT

1. PRESENTATIONS AND PROCLAMATIONS

1.1 Laguna Hills High School Student Liaison
Recommendation: That the City Council receive an oral report from Laguna Hills High School 2022 Spring Student Liaison Austin Kays.

2. SCHEDULE OF FUTURE EVENTS

2.1 Schedule of Future Events
Recommendation: That the Assistant City Clerk announce the upcoming City events in the months of May and early June 2022.

3. PUBLIC COMMENTS
This is the time to address the City Council on any matter not listed on this Agenda that is within the subject matter jurisdiction of the City Council. Public Comments are limited to three minutes per person, an overall time limit of ten minutes for any one subject, and a total time limit of thirty minutes.

4. CONSENT CALENDAR
All matters listed under “CONSENT CALENDAR” are considered to be routine and will be enacted by one motion approving the recommendation listed on the Agenda. There will be no separate discussion unless Members of the City Council or Staff request specific items be removed from the Consent Calendar.

City of Laguna Hills City Council/Planning Agency Tuesday, May 10, 2022 Regular Meeting Agenda
5 4.1 Waive Reading in Full of all Ordinances and Resolutions on the Agenda Recommendation: That the City Council waive reading in full of all ordinances and resolutions on the agenda and declare that said titles which appear on the public agenda shall be determined to have been read by title and further reading waived.

4.2 Approval of Minutes for April 26, 2022 Regular Meeting Recommendation: That the City Council approve the City Council/Planning Agency Minutes for the April 26, 2022, Regular Meeting.

4.3 Approval of Minutes for May 3, 2022 Special Meeting Recommendation: That the City Council approve the City Council Minutes for the May 3, 2022, Special Meeting.

4.4 Ratification of May 10, 2022, Warrant Register
Recommendation: That the City Council ratify the accompanying Warrant Register for the period from April 15, 2022, to April 28, 2022, in the amount of $353,801.25.

4.5 Third Quarter Financial & Treasurer's Report for Fiscal Year 2021-2022 Recommendation: That the City Council receive and file the Third Quarter Financial and Treasurer's Report for Fiscal Year 2021-2022.

4.6 Proposed Civic Center Office Lease with Carolyn Behrens, an Individual, for 24031 El Toro Road, Suite 330, Laguna Hills, California Recommendation: That the City Council approve an office lease with Carolyn Behrens, an individual, for 24031 El Toro Road, Suite 330, Laguna Hills, California, and authorize the City Manager to execute the Lease.

4.7 Civic Center Third Quarter Financial Report for Fiscal Year 2021-2022 Recommendation: That the City Council receive and file the report.

4.8 Progress Payment No. 2, Final, for El Toro Road Eastbound Farside Paseo De Valencia Bus Stop and Shelter Passenger Amenity Improvements, CIP No. 517
City of Laguna Hills City Council/Planning Agency Tuesday, May 10, 2022 Regular Meeting Agenda
6 Recommendation: That the City Council approve Progress Payment No. 2, Final, in the net amount of $3,777.32, to OCLA Construction and Engineering, for El Toro Road Eastbound Farside Paseo de Valencia Bus Stop and Shelter Passenger Amenity Improvements, CIP No. 517, and authorize the filing of the Notice of Completion and subsequent release of retention in 35 days, if no liens have been filed.

4.9 Approval of Resolutions Related to the November 8, 2022, General Municipal Election
Recommendation: That the City Council adopt the following Resolutions entitled:
1) "A Resolution of the City Council of the City of Laguna Hills, California, calling for the holding of a General Municipal Election to be held on Tuesday, November 8, 2022, for the election of certain officers as required by the provisions of the laws of the State of California relating to General Law Cities;" and
2) "A Resolution of the City Council of the City of Laguna Hills, California, requesting the Board of Supervisors of the County of Orange to consolidate a General Municipal Election to be held on November 8, 2022, with the Statewide General Election to be held on the same date pursuant to Section 10403 of the Elections Code;" and
3) "A Resolution of the City Council of the City of Laguna Hills, California, adopting regulations for candidates for elective office pertaining to Candidates' Statements submitted to the voters at an election to be held on Tuesday, November 8, 2022."

4.10 Deed Restriction for the Community Center and Sports Complex Required to Receive Funding Provided by Proposition 68, CIP No. 237 Recommendation: That the City Council approve the Deed Restriction to be applied to the Community Center and Sports Complex as is required in order to receive Proposition 68 Grant Funding and authorize the Mayor / Mayor Pro Tempore to execute the Deed Restriction.

ITEMS REMOVED FROM THE CONSENT CALENDAR
City of Laguna Hills City Council/Planning Agency Tuesday, May 10, 2022 Regular Meeting Agenda
7 5. PLANNING AGENCY

5.1. ROLL CALL OF PLANNING AGENCY MEMBERS

5.2. PUBLIC COMMENTS
This is the time to address the Planning Agency on any matter not listed on this Agenda that is within the subject matter jurisdiction of the Planning Agency.

Public Comments are limited to three minutes per person, an overall time limit of ten minutes for any one subject, and a total time limit of thirty minutes.

5.3. APPROVAL OF MINUTES

5.4. ADMINISTRATIVE REPORTS

5.5. PLANNING AGENCY PUBLIC HEARINGS

5.5.1 Tentative Parcel Map No. 0003-2021 (PM No. 2021-155), a Request for the Subdivision for Condominium Purposes of the Existing Medical Office Building Located at 24953 Paseo De Valencia, Building B
Recommendation: That the Planning Agency:
1) Conduct a public hearing;
2) Find and determine that the project is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15301(k) of Title 14, Chapter 3 of the California Code of Regulations (Class 1, Existing Facilities);
3) Adopt a Resolution entitled: “A Resolution of the Planning Agency of the City of Laguna Hills, California, approving Tentative Parcel Map No. 0003- 2021 (PM No. 2021-155) for the Subdivision for Condominium Purposes of the Existing Medical Office Building Located at 24953 Paseo de Valencia, Building B, including an exemption from the California Environmental Quality Act (CEQA) per CEQA Guidelines Section 15301(k) of Title 14, Chapter 3 of the California Code of Regulations (Class 1, Existing Facilities)”.

PLANNING AGENCY ADJOURNMENT
City of Laguna Hills City Council/Planning Agency Tuesday, May 10, 2022 Regular Meeting Agenda
8 6. CITY COUNCIL PUBLIC HEARINGS

6.1 Public Hearing on 2022 Weed, Rubbish, and Refuse Abatement Recommendation: That the City Council: 1) Conduct a Public Hearing, receive and consider all objections; and 2) Adopt a Resolution entitled: "A Resolution of the City Council of the City of Laguna Hills, California, issuing an abatement order and authorizing the Acting Public Services Director to commence enforcing weed, rubbish, and refuse abatement against specified parcels of land."

7. ADMINISTRATIVE REPORTS

7.1. City Manager

8. MATTERS AGENDIZED AND PRESENTED BY CITY COUNCIL MEMBERS

8.1. Mayor Pro Tempore Heft

8.1.1 Discussion of Directed Police Services Enforcement Recommendation: Mayor Pro Tempore Heft recommends that the City Council discuss directed Police Services enforcement and the potential necessary Budget Amendment to fund the additional services.

9. CITY COUNCIL MEMBER COMMITTEE REPORTS

9.1. Committee Assignment Reports
Recommendation: That the City Council receive oral reports on the following City Council Committee Assignments:

1. South OC Watershed Management Area Executive Committee (Mayor Wheeler) April 28, 2022 Meeting.

2. California Mayor's Coalition
(Mayor Wheeler) May 6, 2022 Meeting.

3. OC Public Libraries Library Advisory Board
(Mayor Wheeler) April 28, 2022 Meeting.

10. CITY COUNCIL MEMBER COMMENTS
City of Laguna Hills City Council/Planning Agency Tuesday, May 10, 2022 Regular Meeting Agenda
9 ADJOURNMENT
The next Regular Meeting of the City Council/Planning Agency will be May 24, 2022, at 7:00 p.m., in the City Council Chamber, located at 24035 El Toro Road, Laguna Hills, California.

CERTIFICATION
I, Melissa Au-Yeung, City Clerk of the City of Laguna Hills, do hereby certify that a copy of the foregoing Agenda was posted at Laguna Hills City Hall, Laguna Hills Community Center, and the Courtyard at La Paz Center by May 5, 2022, at 5:00 p.m.

May 5, 2022
City Clerk Date
In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, you should contact the office of the City Clerk at (949) 707-2635. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to assure accessibility to this meeting.

Materials related to an item on this Agenda submitted to the City Council after distribution of the agenda packet are available for public inspection in the City Clerk’s Office at 24035 El Toro Road, Laguna Hills, California, during normal business hours.

City Council Members receive no additional compensation or stipend as a result of simultaneously convening meetings of the Laguna Hills Planning Agency.

City of Laguna Hills
City Council/Planning Agency
Staff Report
DATE: May 10, 2022
TO: Mayor and Council Members
FROM: Jennifer Lee
Assistant City Clerk
ISSUE: Schedule of Future Events
RECOMMENDATION: That the Assistant City Clerk announce the upcoming City events in the months of May and early June 2022.

SUMMARY:

The following is a list of upcoming events in the months of May and early June 2022:

Traffic Commission Meeting
Wednesday, May 18, 2022, 7:00 p.m., Laguna Hills Civic Center Council Chamber Regular City Council Meeting
Tuesday, May 24, 2022, 7:00 p.m., Laguna Hills Civic Center Council Chamber Memorial Day
Monday, May 30, 2022, City Hall Offices will be closed.

Memorial Day Half Marathon, 5K, 10K
Monday, May 30, 2022, 6:50 a.m. Starting Line on Calle de la Louisa between the former mall site and Saddleback Memorial Medical Center.

Parks and Recreation Commission Meeting
Wednesday, June 1, 2022, 7:00 p.m., Laguna Hills Civic Center Council Chamber Close of Application Period for Unscheduled Traffic Commission Vacancy Friday, June 3, 2022, 5:00 p.m.

2.1 Packet Pg. 10
City of Laguna Hills
City Council/Planning Agency
Staff Report
DATE: May 10, 2022
TO: Mayor and Council Members
FROM: Melissa Au-Yeung
Deputy City Manager
ISSUE: Approval of Minutes for April 26, 2022 Regular Meeting RECOMMENDATION: That the City Council approve the City Council/Planning Agency Minutes for the April 26, 2022, Regular Meeting.

ATTACHMENTS:
• 220426 CC Minutes

4.2 Packet Pg. 11

CITY OF LAGUNA HILLS

CITY COUNCIL/PLANNING AGENCY

REGULAR MEETING

MINUTES
Tuesday, April 26, 2022
CLOSED SESSION - CONVENING AT 6:00 PM

CALL TO ORDER
The meeting was called to order at 6:00 p.m. by Mayor Wheeler.

ROLL CALL OF CITY COUNCIL MEMBERS
Attendee Name Title Status Arrived
Dave Wheeler Mayor Present
Janine Heft Mayor Pro Tempore Present
Don Caskey Council Member Present
Erica Pezold Council Member Present
Don Sedgwick Council Member Present

ANNOUNCEMENT OF CLOSED SESSION ITEM(S)
A. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION
Pursuant to paragraph (1) of subdivision (d) of California Government Code Section 54956.9
Name of Case: Californians for Homeownership, Inc., a California nonprofit public benefit corporation, vs. City of Laguna Hills; Orange County Superior Court Case No. 30-2022-01255365-CU-WM-CJC; Verified Petition for Writ of Mandate.

PUBLIC COMMENT ON CLOSED SESSION ITEM(S)
There were no public comments on the closed session item.

ADJOURN TO CITY COUNCIL CONFERENCE ROOM OR CITY COUNCIL CHAMBER

CONVENE INTO CLOSED SESSION
The City Council convened into closed session to consider the matter listed above.

RECONVENE TO CITY COUNCIL CHAMBER
RECESS

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Attachment: 220426 CC Minutes (2836 : Approval of Minutes for April 26, 2022 Regular Meeting) City of Laguna Hills City Council/Planning Agency Tuesday, April 26, 2022 Regular Meeting Minutes
2 GENERAL BUSINESS - CONVENING AT 7:00 PM

CALL TO ORDER
The meeting was called to order at 7:00 p.m. by Mayor Wheeler.

CLOSED SESSION REPORT
City Attorney Simonian stated that the City Council convened into closed session this evening pursuant to the authorities listed on the Agenda with no reportable action taken.

INVOCATION: Pastor Brian Dagen of Calvary Chapel Mission Viejo PLEDGE OF ALLEGIANCE: Council Member Pezold

1. PRESENTATIONS AND PROCLAMATIONS

1.1 Lomarena Elementary School Student Liaison
The City Council presented a Certificate of Appointment and received an oral report from Lomarena Elementary School Student Liaison Rudolph Karnes.

1.2 Laguna Hills High School Student Liaison
The City Council received an oral report from Laguna Hills High School 2022 Spring Student Liaison Kaitlyn Heinecke.

1.3 Presentation of Proclamation for "Drowning Prevention Awareness" The City Council issued a Proclamation encouraging participation in the "Always Watch the Water" and “Never Swim Alone” campaigns by highlighting May through August as a "Drowning Prevention Awareness" period.

1.4 Proclamation of "Lewis F. Moulton Arrival Day"
The City Council issued a Proclamation declaring May 6 as "Lewis F. Moulton Arrival Day" and Mayor Wheeler presented the Proclamation to Jared Mathis, Jay Lukes, and other individuals from the Moulton Museum.

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Attachment: 220426 CC Minutes (2836 : Approval of Minutes for April 26, 2022 Regular Meeting) City of Laguna Hills City Council/Planning Agency Tuesday, April 26, 2022 Regular Meeting Minutes
3 2. SCHEDULE OF FUTURE EVENTS

2.1 Schedule of Future Events
Assistant City Clerk Lee announced the upcoming City events in the months of April and May 2022.

3. PUBLIC COMMENTS
The following individuals addressed the City Council on non-agendized items:

Dawn Ford, a resident of Laguna Hills, expressed her gratitude and excitement for the progress on the LH on the Hill project.

4. CONSENT CALENDAR
Motion to approve the Consent Calendar with Council Member Pezold removing Item No. 4.5, Mayor Pro Tempore Heft removing Item No. 4.6 and Mayor Wheeler removing Item No. 4.7.

RESULT: APPROVED [UNANIMOUS]
MOVER: Janine Heft, Mayor Pro Tempore
SECONDER: Don Sedgwick, Council Member
AYES: Dave Wheeler, Mayor; Janine Heft, Mayor Pro Tempore; Don Caskey, Council Member; Erica Pezold, Council Member; Don Sedgwick, Council Member

4.1 Waive Reading in Full of all Ordinances and Resolutions on the Agenda Recommendation: That the City Council waive reading in full of all ordinances and resolutions on the agenda and declare that said titles which appear on the public agenda shall be determined to have been read by title and further reading waived.

4.2 Approval of Minutes for April 12, 2022 Regular Meeting Recommendation: That the City Council approve the City Council/Planning Agency Minutes for the April 12, 2022, Regular Meeting.

4.3 Ratification of April 26, 2022, Warrant Register
Recommendation: That the City Council ratify the accompanying Warrant Register for the period from April 1, 2022, to April 14, 2022, in the amount of $979,661.18.

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Attachment: 220426 CC Minutes (2836 : Approval of Minutes for April 26, 2022 Regular Meeting) City of Laguna Hills City Council/Planning Agency Tuesday, April 26, 2022 Regular Meeting Minutes
4 4.4 Proposed Office Lease for Suite 200 with Berger Harrison, APC, for 24031 El Toro Road, Suite 200, Laguna Hills, California
Recommendation: That the City Council approve an office lease with Berger Harrison, APC, a California professional corporation, for 24031 El Toro Road, Suite 200, Laguna Hills, California, and authorize the City Manager to execute the Lease.

ITEMS REMOVED FROM THE CONSENT CALENDAR

4.5 Direction Regarding Unscheduled Vacancy for Traffic Commission Council Member Pezold removed Item No. 4.5 to express her appreciation of Commissioner Caskey’s time and efforts on the Traffic Commission.

Recommendation: That the City Council: 1) Accept the resignation of Susan Caskey, Traffic Commissioner, effective April 12, 2022; and 2) Direct Staff to proceed with the appointment process to fill the unscheduled vacancy on the Traffic Commission, per Government Code Section 54974, and Laguna Hills Municipal Code Section 2-28.080.

RESULT: APPROVED [UNANIMOUS]
MOVER: Erica Pezold, Council Member
SECONDER: Don Sedgwick, Council Member
AYES: Dave Wheeler, Mayor; Janine Heft, Mayor Pro Tempore; Don Caskey, Council Member; Erica Pezold, Council
Member; Don Sedgwick, Council Member

4.6 2022 Laguna Hills Memorial Day Half Marathon, 10K, and 5K Event, and Aliso Viejo Community Association (AVCA) License to Enter and Indemnity Agreement to Access AVCA’s Private Street During the Race Event
Mayor Pro Tempore Heft removed Item No. 4.6 to request additional information.

Recommendation: That the City Council: 1) Receive and file the pre-event planning report; and 2) Approve the AVCA License to Enter and Indemnity Agreement and authorize the City Manager to execute the Agreement.

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Attachment: 220426 CC Minutes (2836 : Approval of Minutes for April 26, 2022 Regular Meeting) City of Laguna Hills City Council/Planning Agency Tuesday, April 26, 2022 Regular Meeting Minutes
5 RESULT: APPROVED [UNANIMOUS]
MOVER: Janine Heft, Mayor Pro Tempore
SECONDER: Erica Pezold, Council Member
AYES: Dave Wheeler, Mayor; Janine Heft, Mayor Pro Tempore; Don Caskey, Council Member; Erica Pezold, Council
Member; Don Sedgwick, Council Member

4.7 Proposed Business Attraction and Retention Contractual Services Agreement with the Laguna Hills Chamber of Commerce for Fiscal Year 2022-2023 and a Related Budget Amendment
Mayor Wheeler removed Item No. 4.7 at staff's request to table the Item for consideration at a future meeting.

Recommendation: That the City Council: 1) Approve the proposed “Business Attraction and Retention Contractual Services Agreement" between the City of Laguna Hills and the Laguna Hills Chamber of Commerce; 2) Adopt a Resolution entitled: "A Resolution of the City Council of the City of Laguna Hills, California, amending the Fiscal Year 2021-2022 Budget by increasing the General Government Department Operating Budget for Business Attraction and Retention Services"; and 3) Authorize the Mayor to execute the Agreement.

Motion to table the item for consideration at a future meeting.

RESULT: TABLED [UNANIMOUS]
MOVER: Don Sedgwick, Council Member
SECONDER: Erica Pezold, Council Member
AYES: Dave Wheeler, Mayor; Janine Heft, Mayor Pro Tempore; Don Caskey, Council Member; Erica Pezold, Council
Member; Don Sedgwick, Council Member

5. PLANNING AGENCY
There were no separate Planning Agency Business Items for this meeting.

6. CITY COUNCIL PUBLIC HEARINGS
There were no City Council public hearings.

7. ADMINISTRATIVE REPORTS

7.1. City Manager
The City Manager gave no Administrative Reports.

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Attachment: 220426 CC Minutes (2836 : Approval of Minutes for April 26, 2022 Regular Meeting) City of Laguna Hills City Council/Planning Agency Tuesday, April 26, 2022 Regular Meeting Minutes
6 7.2. City Attorney

7.2.1 Appointment of New City Manager and Approval of City Manager Employment Agreement
City Attorney Simonian reviewed the information provided in the staff report.

Recommendation: That the City Council:
1) Receive and file an oral report providing a summary of the Councildesignated labor representatives' recommendations concerning proposed salary, benefits, and terms and conditions of employment for Jarad L.

Hildenbrand, a local agency executive, to serve as the City's next City Manager;
2) Appoint Jarad L. Hildenbrand as City Manager of the City of Laguna Hills, effective May 16, 2022, to serve at the direction and pleasure of the City Council, pursuant to Laguna Hills Municipal Code Chapter 2-08; 3) Adopt Resolution No. 2022-04-26-1: “A Resolution of the City Council of the City of Laguna Hills, California, appointing Jarad L.

Hildenbrand as City Manager of the City of Laguna Hills, and approving and authorizing the Mayor / Mayor Pro Tempore to execute a City Manager Employment Agreement";
4) Direct the City Clerk to administer the Oath of Office; and 5) Direct the City Clerk to provide written notice of contract termination to Interim City Manager Kenneth H. Rosenfield, P.E., pursuant to Section 2.0 of the April 2, 2022, Retired Annuitant Employment Agreement, effective May 16, 2022.

RESULT: APPROVED [UNANIMOUS]
MOVER: Erica Pezold, Council Member
SECONDER: Don Sedgwick, Council Member
AYES: Dave Wheeler, Mayor; Janine Heft, Mayor Pro
Tempore; Don Caskey, Council Member; Erica
Pezold, Council Member; Don Sedgwick, Council
Member

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Attachment: 220426 CC Minutes (2836 : Approval of Minutes for April 26, 2022 Regular Meeting) City of Laguna Hills City Council/Planning Agency Tuesday, April 26, 2022 Regular Meeting Minutes
7 7.3. Deputy City Manager/Community Services Director

7.3.1 Authorization to Initiate a Proposition 218 Notification Process to Address State Mandated (SB 1383) Organic Waste Recycling Programs Resulting in a Modification to Solid Waste and Recycling Rates and to Review Proposed Draft Amendment No. 2 to CR&R Franchise Agreement
Deputy City Manager/Community Services Director Reynolds reviewed the information provided in the staff report, provided a PowerPoint presentation, and responded to Council Member requests for additional information.

Recommendation: That the City Council 1) Direct Staff to proceed with Proposition 218 compliance to establish the requisite new rate schedule for all residential and commercial customers in order to implement a residential food waste recycling program in accordance with SB 1383, setting a public hearing for consideration on June 14, 2022; and 2) Review the draft Amendment No. 2 to the Contract for the Collection, Transportation and Disposal of Municipal Solid Waste and for the Collection and Transportation of Recyclable Materials to Processors for Diversion between the City of Laguna Hills and CR&R Incorporated.

RESULT: APPROVED [UNANIMOUS]
MOVER: Don Caskey, Council Member
SECONDER: Don Sedgwick, Council Member
AYES: Dave Wheeler, Mayor; Janine Heft, Mayor Pro
Tempore; Don Caskey, Council Member; Erica
Pezold, Council Member; Don Sedgwick, Council
Member

7.3.2 Establishment of City Council Ad-Hoc Committee for Preparation of the Upcoming 10-Year Solid Waste and Recycling Franchise Procurement
Deputy City Manager/Community Services Director Reynolds reviewed the information provided in the staff report, provided a PowerPoint presentation, and responded to Council Member requests for additional information.

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Attachment: 220426 CC Minutes (2836 : Approval of Minutes for April 26, 2022 Regular Meeting) City of Laguna Hills City Council/Planning Agency Tuesday, April 26, 2022 Regular Meeting Minutes
8 Recommendation: That the City Council appoint two Council Members to serve on a Solid Waste and Recycling Franchise Procurement Ad-Hoc Committee to assist in the work efforts of establishing procurement documents for the upcoming 10-Year Franchise Agreement effective July 1, 2024.

Motion to appoint Council Member Pezold and Council Member Caskey to serve on a Solid Waste and Recycling Franchise Procurement AD-Hoc Committee to assist in the work efforts of establishing procurement documents for the upcoming 10-Year Franchise Agreement effective July 1, 2024.

RESULT: APPROVED [UNANIMOUS]
MOVER: Don Caskey, Council Member
SECONDER: Erica Pezold, Council Member
AYES: Dave Wheeler, Mayor; Janine Heft, Mayor Pro
Tempore; Don Caskey, Council Member; Erica
Pezold, Council Member; Don Sedgwick, Council
Member

7.4. Chief of Police Services

7.4.1 Laguna Hills Police Services Public Safety Quarterly Report Chief of Police Services Captain Stiverson reviewed the information provided in the staff report and responded to Council Member requests for additional information.

Recommendation: That the City Council receive and file the Laguna Hills Police Services Public Safety Quarterly Report for the First Quarter 2022.

RESULT: RECEIVE AND FILE [UNANIMOUS]
MOVER: Erica Pezold, Council Member
SECONDER: Janine Heft, Mayor Pro Tempore
AYES: Dave Wheeler, Mayor; Janine Heft, Mayor Pro
Tempore; Don Caskey, Council Member; Erica
Pezold, Council Member; Don Sedgwick, Council
Member

8. MATTERS AGENDIZED AND PRESENTED BY CITY COUNCIL MEMBERS There were no matters agendized and presented by City Council Members.

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Attachment: 220426 CC Minutes (2836 : Approval of Minutes for April 26, 2022 Regular Meeting) City of Laguna Hills City Council/Planning Agency Tuesday, April 26, 2022 Regular Meeting Minutes
9 9. CITY COUNCIL MEMBER COMMITTEE REPORTS

9.1. Committee Assignment Reports
Recommendation: That the City Council receive oral reports on the following City Council Committee Assignments:

1. Orange County Mosquito and Vector Control District Board of Trustees
(Council Member Pezold) - April 21, 2022 meeting.

Council Member Pezold provided an oral report.

2. Orange County Transportation Authority Citizens Advisory Committee
(Mayor Wheeler) - April 19, 2022 meeting.

Mayor Wheeler provided an oral report.

10. CITY COUNCIL MEMBER COMMENTS
Council Member Pezold
Council Member Pezold stated her excitement for the future of the City.

Mayor Wheeler
Mayor Wheeler requested that a discussion on the ability of the City to remove graffiti in areas controlled by homeowner associations due to safety concerns be agendized for a future meeting and received a second from Mayor Pro Tempore Heft.

Council Member Caskey
Council Member Caskey stated his eagerness for a productive Housing Element Update Workshop on May 3, 2022.

Mayor Pro Tempore Heft
Mayor Pro Tempore Heft reported on the Aliso Niguel High School, Taste of Aliso Niguel event she attended on Saturday, April 23, 2022.

Mayor Pro Tempore Heft reported that she was sworn in as President of Association of California Cities – Orange County on Thursday, April 21, 2022.

ADJOURNMENT
There being no further business before the City Council at this session, Mayor Wheeler declared the meeting adjourned at 8:52 p.m.

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Attachment: 220426 CC Minutes (2836 : Approval of Minutes for April 26, 2022 Regular Meeting) City of Laguna Hills City Council/Planning Agency Tuesday, April 26, 2022 Regular Meeting Minutes
10 Melissa Au-Yeung, City Clerk
ATTEST:

Dave Wheeler, Mayor
Approved at meeting of May 10, 2022

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Attachment: 220426 CC Minutes (2836 : Approval of Minutes for April 26, 2022 Regular Meeting) City of Laguna Hills
City Council/Planning Agency
Staff Report
DATE: May 10, 2022
TO: Mayor and Council Members
FROM: Melissa Au-Yeung
Deputy City Manager
ISSUE: Approval of Minutes for May 3, 2022 Special Meeting RECOMMENDATION: That the City Council approve the City Council Minutes for the May 3, 2022, Special Meeting.

ATTACHMENTS:
• 220503 CC Special Minutes

4.3 Packet Pg. 22

CITY OF LAGUNA HILLS

CITY COUNCIL

SPECIAL MEETING

MINUTES
Tuesday, May 3, 2022

CALL TO ORDER
The meeting was called to order at 6:02 p.m. by Mayor Wheeler.

PLEDGE OF ALLEGIANCE: Mayor Pro Tempore Heft.

PUBLIC COMMENTS
The following individuals submitted electronic public comments on the City Council Workshop Item that were received, forwarded to the Council prior to the meeting, and announced into the record by Assistant City Clerk Lee:

Rona Henry, on behalf of herself and Laguna Hills residents, Denise Legters, and Ann Owens, representing the Welcome Home Neighbors Initiative, Zach Boren, representing Tova Capital, Inc., and Laguna Hills residents Monica Gibbons, Marie Lanier, Dawn and Jim Ford, and Heather Thayer.

The following individuals addressed the City Council on the City Council Workshop Item:

Karen Litfin, Kate Van Camp, Rona Henry, Dennis Vaccaro, Lou Sacharske, Jason Bush, Rev. Kent Doss, Denise Legters, Jeannette Takacs, Spencer Leonardo, Pat Hansen, Robin Jochims, and Teresa Razo.

CITY COUNCIL WORKSHOP ITEMS
Housing Element Update Workshop
Recommendation: That the City Council: 1) Receive a presentation on the draft Housing Element Update; 2) Provide direction on the contents of the draft Housing Element Update document; and 3) Provide direction on the final candidate housing sites inventory.

4.3.a
Packet Pg. 23
Attachment: 220503 CC Special Minutes (2837 : Approval of Minutes for May 3, 2022 Special Meeting) City of Laguna Hills City Council Tuesday, May 3, 2022
Special Meeting Minutes
2 Community Development Director Longenecker provided introductory comments on the item, provided a PowerPoint presentation, and responded to requests for additional information from the public and Council Members.

Jennifer Gastelum, Principal, PlaceWorks, provided a PowerPoint presentation and responded to requests for additional information from the public and Council Members.

Nicole West, AICP, Senior Associate, PlaceWorks, provided a PowerPoint presentation, including the presentation of Residential Rezoning Candidate Site Selection Scenarios A through E, and responded to requests for additional information from the public and Council Members.

The following individuals addressed the City Council to requested additional information regarding the staff presentation:

Neel Patel, Robin Jochims, Jason Bush, Lou Sacharske, Steffan Morris, Karen Kalberg, Pat Hansen, Don Everts, Denise Legters, Richard Nagle, and Kate Van Camp.

Interim City Manager Rosenfield responded to requests for additional information from the public and Council Members.

Mayor Wheeler recessed the meeting at 8:00 p.m.

Mayor Wheeler reconvened the meeting at 8:14 p.m.

Mayor Pro Tempore Heft received consensus to direct Staff to remove Candidate Rezone Site No. 24 from all Candidate Site Selection Scenarios.

Mayor Wheeler received majority consensus to utilize “Scenario D” as presented for the Housing Element Residential Rezoning Candidate Sites Selection Scenario including the further direction to delete Site Nos. 26, 29, 33, 42, 69, 72, 88, 98 and add Sites described as the Alicia Village Apartments and Alicia Plaza Apartments, both located at the intersection of Paseo de Valencia at Stockport Street.

ADJOURNMENT
There being no further business before the City Council at this session, Mayor Wheeler declared the meeting adjourned at 9:28 p.m.

4.3.a
Packet Pg. 24
Attachment: 220503 CC Special Minutes (2837 : Approval of Minutes for May 3, 2022 Special Meeting) City of Laguna Hills City Council Tuesday, May 3, 2022
Special Meeting Minutes
3 Melissa Au-Yeung, City Clerk
ATTEST:

Dave Wheeler, Mayor
Approved at meeting of May 10, 2022

4.3.a
Packet Pg. 25
Attachment: 220503 CC Special Minutes (2837 : Approval of Minutes for May 3, 2022 Special Meeting) City of Laguna Hills
City Council/Planning Agency
Staff Report
DATE: May 10, 2022
TO: Mayor and Council Members
FROM: Janice Reyes
Finance Director
ISSUE: Ratification of May 10, 2022, Warrant Register
RECOMMENDATION: That the City Council ratify the accompanying Warrant Register for the period from April 15, 2022, to April 28, 2022, in the amount of $353,801.25.

SUMMARY:

The City issues accounts payable disbursements on a regular basis and presents it to City Council for ratification at its next regularly scheduled City Council Meeting. The attached Warrant Register containing checks and electronic funds transfers for the period from April 15, 2022, to April 28, 2022, is being presented for ratification by the City Council.

Payments have been reviewed and approved by the appropriate departmental staff. The Director of Finance certifies to the accuracy of the attached register and to the availability of monies for payment thereof.

ATTACHMENTS:
• Warrant Register - May 10, 2022
• Payables Detail Report - May 10, 2022

4.4 Packet Pg. 26
Payment Amount
235.26
6,500.00
2,400.00
25,225.63
1,000.00
673.25
19,250.00
1,062.50
200.00
376.00
2,900.00
1,781.75
580.87
125.00
145.46
1,722.28

32.00 404.06
113.14
7,500.00
630.90
8,283.38
478.55
1,998.28
189.60
3,169.39
720.00
3,896.02
240.00
10,533.75

18.02 526.48
5,397.21
89,984.77
3,577.32
355.54
16,010.79

71.86 3,465.00
37,864.54
3,581.37
142.81
13,915.00
5/2/2022 9:37:48 AM Page 1 of 3
8820688 S-2250 SPARKLETTS 04/28/2022
8820689 W-2337 WEST COAST ARBORISTS, INC. 04/28/2022
8820685 R-1977 RJ ELECTRIC 04/28/2022
8820686 S-1902 SAN DIEGO GAS & ELECTRIC 04/28/2022
8820687 S-1904 SOUTHERN CALIFORNIA EDISON 04/28/2022
8820682 O-1546 OFFICE SOLUTIONS 04/28/2022
8820683 P-1834 PLACEWORKS, INC. 04/28/2022
8820684 R-1830 RALPHS GROCERY COMPANY 04/28/2022
8820679 M-1302 MOULTON NIGUEL WATER DISTRICT 04/28/2022 8820680 N-1474 NIEVES LANDSCAPE, INC. 04/28/2022
8820681 O-1609 OCLA CONSTRUCTION & ENGINEERING 04/28/2022 8820676 J-1057 JAMEY CLARK, INC. 04/28/2022
8820677 L-1381 LEE, JENNIFER 04/28/2022
8820678 M-1388 MOBILE MINI, INC. 04/28/2022
8820673 H-0805 HARRINGTON GEOTECHNICAL ENGINEERING, INC. 04/28/2022 8820674 H-0829 HARTZOG & CRABILL, INC. 04/28/2022
8820675 I-0902 INT'L INST. OF MUNICIPAL CLERK 04/28/2022 8820670 D-0453 DEPARTMENT OF CONSERVATION 04/28/2022
8820671 D-0423 DIVISION OF THE STATE ARCHITECT STATE OF CALIFORNIA 04/28/2022 8820672 E-0608 EVERDE GROWERS 04/28/2022
8820667 C-1102 CALIFORNIA BUILDING STANDARDS COMMISSION 04/28/2022 8820668 C-0362 CITY OF LAKE FOREST 04/28/2022
8820669 C-0023 COX COMMUNICATION 04/28/2022
8820664 S-2095 STONE IMAGERY 04/21/2022
8820665 S-2209 STUDIO TWO BLACK DIAMOND 04/21/2022
8820666 B-0444 BOB HALL AND ASSOCIATES 04/28/2022
8820661 P-1832 PRINTEX PRINTING AND GRAPHICS INC. 04/21/2022 8820662 R-1855 RICHARD FISHER ASSOCIATES 04/21/2022
8820663 S-1980 STATE DEPARTMENT OF JUSTICE ACCOUNTING OFFICE 04/21/2022 8820658 M-1600 MERCY HOUSE LIVING CENTERS, INC. 04/21/2022 8820659 O-1500 ORANGE COUNTY REGISTER 04/21/2022
8820660 P-1824 PACKET FUSION, INC. 04/21/2022
8820655 I-0920 ICMA 04/21/2022
8820656 J-1057 JAMEY CLARK, INC. 04/21/2022
8820657 G-0709 JOE A. GONSALVES & SON 04/21/2022
8820652 C-1139 COMPLETE OFFICE OF CALIFORNIA 04/21/2022 8820653 F-0714 FIREWORKS & STAGE FX AMERICA, INC. 04/21/2022 8820654 H-0894 HATTOX DESIGN GROUP, LLC 04/21/2022
8820649 B-0440 BUCKNAM INFRASTRUCTURE GROUP, INC. 04/21/2022 8820650 C-1144 CHARLES ABBOTT ASSOCIATES, INC 04/21/2022 8820651 C-1191 COMMUNICATIONS CHGS- LAW ENF - COUNTY OF ORANGE 04/21/2022 Payment Type: Regular
8820647 A-0365 AT&T - CALNET 3 04/21/2022
8820648 B-0444 BOB HALL AND ASSOCIATES 04/21/2022
Warrant Register - May 10, 2022
City of Laguna Hills, CA By Check Number
Date Range: 04/15/2022 - 04/28/2022
Check Number Vendor Number Vendor Name Payment Date

4.4.a
Packet Pg. 27
Attachment: Warrant Register - May 10, 2022 (2843 : Warrant Register, May10, 2022) Payment Amount
76,523.47
63 44 0.00 353,801.25
5/2/2022 9:37:48 AM Page 2 of 3
Bank Drafts 0 0 0.00 0.00
EFT's 0 0 0.00 0.00
Manual Checks 0 0 0.00 0.00
Voided Checks 0 0 0.00 0.00
Total Regular: 353,801.25
Bank Code AP Bank Summary
Payable
Count
Payment
Payment Type Count Discount Payment
Regular Checks 63 44 0.00 353,801.25
Warrant Register - May 10, 2022 Date Range: 04/15/2022 - 04/28/2022 Check Number Vendor Number Vendor Name Payment Date
8820690 R-1801 WOODRUFF, SPRADLIN & SMART 04/28/2022

4.4.a
Packet Pg. 28
Attachment: Warrant Register - May 10, 2022 (2843 : Warrant Register, May10, 2022) 998 POOL 4/2022 353,801.25
353,801.25
5/2/2022 9:37:48 AM Page 3 of 3
63 44 0.00 353,801.25
Fund Summary
Fund Name Period Amount
Bank Drafts 0 0 0.00 0.00
EFT's 0 0 0.00 0.00
Manual Checks 0 0 0.00 0.00
Voided Checks 0 0 0.00 0.00
All Bank Codes Check Summary
Payable
Count
Payment
Payment Type Count Discount Payment
Regular Checks 63 44 0.00 353,801.25
Warrant Register - May 10, 2022 Date Range: 04/15/2022 - 04/28/2022

4.4.a
Packet Pg. 29
Attachment: Warrant Register - May 10, 2022 (2843 : Warrant Register, May10, 2022) Amount
5/2/2022 9:38:44 AM Page 1 of 5
04/28/2022 SAN DIEGO GAS & ELECTRIC 041822 Street Lights, Traffic Control, Com Ctr, Feb & Mar
100-355-631000 9,703.11
04/28/2022 SAN DIEGO GAS & ELECTRIC 041822 Street Lights, Traffic Control, Com Ctr, Feb & Mar
100-356-631400 14,918.08
04/28/2022 COX COMMUNICATION 041822 Cable, City Hall, Apr '22 100-195-630000 32.14 04/28/2022 SAN DIEGO GAS & ELECTRIC 041822 Street Lights, Traffic Control, Com Ctr, Feb & Mar
100-310-631100 9,879.32
04/28/2022 INT'L INST. OF MUNICIPAL CLERK 041222 Annual Memberships, City Clerk, JL 100-155-610000 240.00 04/28/2022 COX COMMUNICATION 041722 T-1 Line, Apr '22 100-195-630000 446.41 04/28/2022 DIVISION OF THE STATE ARCHITECT

STATE OF CALIFORNIA
033122 Q1 Disability Access Fees, Jan-Mar '22 100-000-221012 1,896.00 04/28/2022 CALIFORNIA BUILDING STANDARDS

COMMISSION
033122 Q1 Building Standard Fund, Jan-Mar '22 100-000-442000 (70.10) 04/28/2022 DEPARTMENT OF CONSERVATION 033122 Remittance, SMIP Fee, Jan-Mar '22 100-000-221002 1,708.02 04/28/2022 CALIFORNIA BUILDING STANDARDS

COMMISSION
033122 Q1 Building Standard Fund, Jan-Mar '22 100-000-221011 701.00 04/28/2022 RALPHS GROCERY COMPANY 0322130224_22464178 Special Events-Program Service, Apr '22
100-310-695500 6.89
04/28/2022 DEPARTMENT OF CONSERVATION 033122 Remittance, SMIP Fee, Jan-Mar '22 100-000-221001 290.26 04/21/2022 COMMUNICATIONS CHGS- LAW ENF -

COUNTY OF ORANGE
SC13367 Communications Charges, 1/1/22 -
3/31/22
100-420-646000 1,000.00
04/28/2022 RALPHS GROCERY COMPANY 0322129972_22442800 Operating Supplies, Comm Svcs, Apr '22
100-310-622005 64.97
04/21/2022 COMPLETE OFFICE OF CALIFORNIA C2656981-0 Computer Supplies, Apr '22 100-195-621000 (98.49) 04/21/2022 PACKET FUSION, INC. PB14934 Phone System Support, Mar '22 100-195-646000 125.00 04/21/2022 JAMEY CLARK, INC. 73083 Graffiti Removal, Public Services, Mar '22
100-355-720500 376.00
04/21/2022 STUDIO TWO BLACK DIAMOND 98562 Printing Services, Apr '22 100-195-623000 113.14 04/21/2022 STATE DEPARTMENT OF JUSTICE

ACCOUNTING OFFICE
572536 Pre-employment Fingerprinting, Mar
'22
100-195-617000 32.00
04/21/2022 CHARLES ABBOTT ASSOCIATES, INC 63972 Professional Services, Mar '22 100-225-700000 25,225.63 04/21/2022 RICHARD FISHER ASSOCIATES 4477 Professional Services, CIP #403, Mar '22
100-600-790600 1,722.28
04/21/2022 MERCY HOUSE LIVING CENTERS, INC. 5003-21-12 Contract Services - Homelessness, Dec '21
100-310-720302 1,781.75
04/21/2022 BUCKNAM INFRASTRUCTURE
GROUP, INC.
361-01.24 Computer Consulting Services, Mar 100-195-700090 2,400.00 04/21/2022 ICMA 424819-042022 Membership, DR 100-310-610000 200.00 04/21/2022 COMPLETE OFFICE OF CALIFORNIA 2657447-0 Computer Supplies, Apr '22 100-195-621000 238.55 04/21/2022 STONE IMAGERY 28018 Community Assistance/Public Relation, Mar '22
100-155-695000 404.06
04/21/2022 COMPLETE OFFICE OF CALIFORNIA 2656981-0 Computer Supplies, Apr '22 100-195-621000 441.26 04/21/2022 COMPLETE OFFICE OF CALIFORNIA 2657409-0 Computer Supplies, Apr '22 100-195-621000 91.93 04/21/2022 HATTOX DESIGN GROUP, LLC 2204103 Civic Center Improvements, CIP #505 100-600-790600 1,062.50 04/21/2022 PRINTEX PRINTING AND GRAPHICS
INC.
22948 (2) City Anniversary Expense, Apr '22 100-310-695530 145.46 04/21/2022 BOB HALL AND ASSOCIATES 1082 Recruitment Services, Mar '22 100-155-700000 6,500.00 04/21/2022 JOE A. GONSALVES & SON 159791 Legislative Services, May '22 100-155-700020 2,900.00 04/21/2022 ORANGE COUNTY REGISTER 032822 Subscription, City Hall, 4/25/22 - 7/24/22
100-155-626000 580.87
04/21/2022 FIREWORKS & STAGE FX AMERICA,
INC.
042022 Deposit, 4th of July Event 100-000-140000 19,250.00 Fund: 100 - GENERAL FUND
04/21/2022 AT&T - CALNET 3 000018016191 Alarm, Com Ctr & City Hall Lines, Apr '22
100-195-630000 147.83
04/21/2022 AT&T - CALNET 3 000018016191 Alarm, Com Ctr & City Hall Lines, Apr '22
100-310-630100 87.43
Payables Detail Report
City of Laguna Hills, CA By Fund
Payment Dates 04/15/2022 - 04/28/2022
Payment Date Vendor Name Payable Number Description (Payable) Account Number

4.4.b
Packet Pg. 30
Attachment: Payables Detail Report - May 10, 2022 (2843 : Warrant Register, May10, 2022) Amount
Fund 101 - MGP DEVELOPMENT APPLICATION - VALH PROJECT Total: 30,305.00 5/2/2022 9:38:44 AM Page 2 of 5
04/28/2022 WOODRUFF, SPRADLIN & SMART 71067 - 71068 Professional Services Legal, Mar '22 101-000-450000 (30,305.00) 04/28/2022 WOODRUFF, SPRADLIN & SMART 71067 - 71068 Professional Services Legal, Mar '22 101-225-700012 30,305.00 Fund 100 - GENERAL FUND Total: 313,988.77
Fund: 101 - MGP DEVELOPMENT APPLICATION - VALH PROJECT
04/28/2022 WOODRUFF, SPRADLIN & SMART 71067 - 71068 Professional Services Legal, Mar '22 101-000-223000 30,305.00 04/28/2022 MOBILE MINI, INC. 9013707288 Storage Rental, Community Center, 4/20 - 5/17/22
100-310-641000 217.80
04/28/2022 OFFICE SOLUTIONS I-01995262 Office Supplies, Apr '22 100-195-620000 355.54 04/28/2022 MOBILE MINI, INC. 9013645689 Storage Rental, Community Center, 4/13 - 5/10/22
100-310-641000 225.71
04/28/2022 MOBILE MINI, INC. 9013694247 Storage Rental, Community Center, 4/19 - 5/16/22
100-310-641000 82.97
04/28/2022 JAMEY CLARK, INC. 73096 Park Repairs, Public Services, Apr '22 100-355-720701 10,100.00 04/28/2022 PLACEWORKS, INC. 78077 Housing Element, Mar '22 100-225-700225 16,010.79 04/28/2022 JAMEY CLARK, INC. 72991 Park Repairs, Public Services, Mar '22 100-355-720701 225.00 04/28/2022 JAMEY CLARK, INC. 73093 Park Repairs, Public Services, Apr '22 100-355-720701 208.75 04/28/2022 NIEVES LANDSCAPE, INC. 71902 Monthly and Misc Landscape, Apr '22 100-355-720700 634.00 04/28/2022 NIEVES LANDSCAPE, INC. 71914 Rooted Campaign, Apr '22 100-310-695500 860.00 04/28/2022 NIEVES LANDSCAPE, INC. 71900 Monthly and Misc Landscape, Apr '22 100-355-720700 375.97 04/28/2022 NIEVES LANDSCAPE, INC. 71901 Monthly and Misc Landscape, Apr '22 100-355-720700 92.06 04/28/2022 NIEVES LANDSCAPE, INC. 71898 Monthly and Misc Landscape, Apr '22 100-355-720700 49.10 04/28/2022 NIEVES LANDSCAPE, INC. 71899 Monthly and Misc Landscape, Apr '22 100-355-720700 232.61 04/28/2022 NIEVES LANDSCAPE, INC. 71817 Monthly and Misc Landscape, Apr '22 100-355-720700 87,636.69 04/28/2022 NIEVES LANDSCAPE, INC. 71897 Monthly and Misc Landscape, Apr '22 100-355-720700 104.34 04/28/2022 WOODRUFF, SPRADLIN & SMART 71067 - 71068 Professional Services Legal, Mar '22 100-155-700011 110.00 04/28/2022 WOODRUFF, SPRADLIN & SMART 71067 - 71068 Professional Services Legal, Mar '22 100-225-700012 352.00 04/28/2022 WOODRUFF, SPRADLIN & SMART 71067 - 71068 Professional Services Legal, Mar '22 100-000-452000 (352.00) 04/28/2022 WOODRUFF, SPRADLIN & SMART 71067 - 71068 Professional Services Legal, Mar '22 100-155-700010 42,825.97 04/28/2022 RJ ELECTRIC 60686 Parks Contract Repair, Apr '22 100-355-720701 3,465.00 04/28/2022 WOODRUFF, SPRADLIN & SMART 71067 - 71068 Professional Services Legal, Mar '22 100-000-223000 352.00 04/28/2022 HARTZOG & CRABILL, INC. 22-0178(HCI#3502) Traffic Signal Mgmt Services, CIP 168, Mar '22
100-600-790600 562.50
04/28/2022 SPARKLETTS 4228482 042222 Operating Supplies, Apr '22 100-195-622000 142.81 04/28/2022 HARRINGTON GEOTECHNICAL
ENGINEERING, INC.
21309 Professional Svcs, CIP #403 100-600-790600 720.00 04/28/2022 HARTZOG & CRABILL, INC. 22-0178(HCI#3502) Traffic Signal Mgmt Services, CIP 168, Mar '22
100-356-700101 3,333.52
04/28/2022 OCLA CONSTRUCTION &

ENGINEERING
2 El Toro Rd Bus Shelter @ PDV, CIP
#517
100-000-201000 (188.28)
04/28/2022 OCLA CONSTRUCTION &

ENGINEERING
2 El Toro Rd Bus Shelter @ PDV, CIP
#517
100-600-790600 3,765.60
04/28/2022 WEST COAST ARBORISTS, INC. 182174 Tree Trimming Services, Jan '22 100-355-720702 12,415.00 04/28/2022 WEST COAST ARBORISTS, INC. 184351 Tree Trimming Services, Mar '22 100-355-720702 1,500.00 04/28/2022 EVERDE GROWERS 1040120 Rooted Campaign Event, Apr '22 100-310-695500 3,169.39 04/28/2022 BOB HALL AND ASSOCIATES 1093 Recruitment Services, Apr '22 100-155-700000 7,500.00 04/28/2022 MOULTON NIGUEL WATER DISTRICT 042722 Water Usage, Public Services & Com Ctr, Mar '22
100-310-635100 696.82
04/28/2022 MOULTON NIGUEL WATER DISTRICT 042722 Water Usage, Public Services & Com Ctr, Mar '22
100-355-635000 4,700.39
04/28/2022 SOUTHERN CALIFORNIA EDISON 042222 - Acct #700076000453 Street Lights, Traffic Control, Mar '22 100-356-631400 45.59 04/28/2022 LEE, JENNIFER 042522 Mileage Reimbursement, City Clerk, 4/25/22
100-155-613000 18.02
04/28/2022 SOUTHERN CALIFORNIA EDISON 041922 - Acct #700234509668 Street Lights, Traffic Control, Feb & Mar '22
100-356-631400 2,743.56
04/28/2022 SOUTHERN CALIFORNIA EDISON 042222 - Acct #700076000453 Street Lights, Traffic Control, Mar '22 100-355-631000 49.61 04/28/2022 SAN DIEGO GAS & ELECTRIC 041822 Street Lights, Traffic Control, Com Ctr, Feb & Mar
100-356-631900 3,364.03
04/28/2022 SOUTHERN CALIFORNIA EDISON 041922 - Acct #700234509668 Street Lights, Traffic Control, Feb & Mar '22
100-355-631000 742.61
Payables Detail Report Payment Dates: 04/15/2022 - 04/28/2022 Payment Date Vendor Name Payable Number Description (Payable) Account Number

4.4.b
Packet Pg. 31
Attachment: Payables Detail Report - May 10, 2022 (2843 : Warrant Register, May10, 2022) Amount
5/2/2022 9:38:44 AM Page 3 of 5
04/28/2022 HARTZOG & CRABILL, INC. 22-0178(HCI#3502) Traffic Signal Mgmt Services, CIP 168, Mar '22
600-251-950168 562.50
Fund 600 - CAPITAL IMPROVEMENT PROJECT Total: 0.00
Grand Total: 353,801.25
04/28/2022 HARRINGTON GEOTECHNICAL
ENGINEERING, INC.
21309 Professional Svcs, CIP #403 600-254-950403 720.00 04/28/2022 HARTZOG & CRABILL, INC. 22-0178(HCI#3502) Traffic Signal Mgmt Services, CIP 168, Mar '22
600-000-490100 (562.50)
04/28/2022 OCLA CONSTRUCTION &

ENGINEERING
2 El Toro Rd Bus Shelter @ PDV, CIP
#517
600-255-950517 3,765.60
04/28/2022 HARRINGTON GEOTECHNICAL
ENGINEERING, INC.
21309 Professional Svcs, CIP #403 600-000-490100 (720.00) 04/21/2022 RICHARD FISHER ASSOCIATES 4477 Professional Services, CIP #403, Mar '22
600-254-950403 1,722.28
04/28/2022 OCLA CONSTRUCTION &

ENGINEERING
2 El Toro Rd Bus Shelter @ PDV, CIP
#517
600-000-490100 (3,765.60)
04/21/2022 HATTOX DESIGN GROUP, LLC 2204103 Civic Center Improvements, CIP #505 600-255-950505 1,062.50 04/21/2022 RICHARD FISHER ASSOCIATES 4477 Professional Services, CIP #403, Mar '22
600-000-490100 (1,722.28)
Fund 451 - LIABILITY SELF-INSURANCE Total: 2,930.50
Fund: 600 - CAPITAL IMPROVEMENT PROJECT
04/21/2022 HATTOX DESIGN GROUP, LLC 2204103 Civic Center Improvements, CIP #505 600-000-490100 (1,062.50) Fund 312 - CASp Total: (1,706.40)
Fund: 451 - LIABILITY SELF-INSURANCE
04/28/2022 WOODRUFF, SPRADLIN & SMART 71067 - 71068 Professional Services Legal, Mar '22 451-155-700011 2,930.50 Fund 307 - C & D FORFEITED DEPOSITS Total: 8,283.38
Fund: 312 - CASp
04/28/2022 DIVISION OF THE STATE ARCHITECT

STATE OF CALIFORNIA
033122 Q1 Disability Access Fees, Jan-Mar '22 312-000-442000 (1,706.40) Fund: 307 - C & D FORFEITED DEPOSITS
04/28/2022 CITY OF LAKE FOREST 1217 MOU LH/LF Franchise Procurement, Feb '22
307-355-700000 3,527.75
04/28/2022 CITY OF LAKE FOREST 1218 MOU LH/LF Franchise Procurement, Mar '22
307-355-700000 4,755.63
Payables Detail Report Payment Dates: 04/15/2022 - 04/28/2022 Payment Date Vendor Name Payable Number Description (Payable) Account Number

4.4.b
Packet Pg. 32
Attachment: Payables Detail Report - May 10, 2022 (2843 : Warrant Register, May10, 2022) 100-420-646000 Maint & Rep-Equip & Machinery 1,000.00 1,000.00 5/2/2022 9:38:44 AM Page 4 of 5
100-356-631400 MOE Electricity-Streetlights & 17,707.23 17,707.23 100-356-631900 MOE Electrcity On-bill Financing 3,364.03 3,364.03 100-356-700101 MOE Traffic Engineer Services 3,333.52 3,333.52 100-355-720700 Landscape Maintenance Contract 89,124.77 89,124.77 100-355-720701 Parks Contract Repair 13,998.75 13,998.75 100-355-720702 Tree Maintenance 13,915.00 13,915.00
100-355-631000 Utilities - Electric 10,495.33 10,495.33 100-355-635000 Utilities - Water 4,700.39 4,700.39
100-355-720500 Graffiti Removal 376.00 376.00
100-310-695500 Special Events-Program Service 4,036.28 4,036.28 100-310-695530 City Anniversary Program 145.46 145.46
100-310-720302 Contract Services - Homelessness 1,781.75 1,781.75 100-310-631100 Utilities - Electric Comm Ctr 9,879.32 9,879.32 100-310-635100 Utilities - Water Comm Ctr 696.82 696.82 100-310-641000 Rent/Lease - Equipment 526.48 526.48
100-310-610000 Memberships and Dues Expense 200.00 200.00 100-310-622005 Operating Supplies Comm Ctr 64.97 64.97
100-310-630100 Phone & Communication Comm 87.43 87.43
100-225-700000 Prof. Svcs - Building & Safety 25,225.63 25,225.63 100-225-700012 Legal Services - Community 352.00 352.00 100-225-700225 Housing Element 16,010.79 16,010.79
100-195-630000 Telephone & Communication 626.38 626.38
100-195-646000 Maint & Rep-Equip & Machinery 125.00 125.00 100-195-700090 Computer Consulting Services 2,400.00 2,400.00 100-195-621000 Computer Supplies 673.25 673.25
100-195-622000 Operating Supplies 142.81 142.81
100-195-623000 Printing 113.14 113.14
100-155-700020 Professional Services - Legislative 2,900.00 2,900.00 100-195-617000 Recruitment 32.00 32.00
100-195-620000 Office Supplies 355.54 355.54
100-155-700000 Professional Services 14,000.00 14,000.00 100-155-700010 Legal Services-General Counsel 42,825.97 42,825.97 100-155-700011 Legal Services-Litigation 110.00 110.00
100-155-613000 Mileage Reimbursement 18.02 18.02
100-155-626000 Subscriptions & Books 580.87 580.87
100-155-695000 CommunityAsstnc/PublicRelation 404.06 404.06 100-000-442000 Building Related Permits (70.10) (70.10) 100-000-452000 Plan Check Fee - Fee Base (352.00) (352.00) 100-155-610000 Memberships and Dues Expense 240.00 240.00 100-000-221011 Building Standards Fee 701.00 701.00
100-000-221012 SB1186 ADA CASp Fees 1,896.00 1,896.00
100-000-223000 Plan Application Deposit 352.00 352.00
100-000-201000 Accounts Payable (188.28) (188.28)
100-000-221001 SMIP - Residential 290.26 290.26
100-000-221002 SMIP - Commercial 1,708.02 1,708.02
Grand Total: 353,801.25 353,801.25
Account Summary
Account Number Account Name Expense Amount Payment Amount 100-000-140000 Pre-paid Expenditures 19,250.00 19,250.00 312 - CASp (1,706.40) (1,706.40)
451 - LIABILITY SELF-INSURANCE 2,930.50 2,930.50
600 - CAPITAL IMPROVEMENT PROJECT 0.00 0.00
100 - GENERAL FUND 313,988.77 313,988.77
101 - MGP DEVELOPMENT APPLICATION - VALH PROJECT 30,305.00 30,305.00 307 - C & D FORFEITED DEPOSITS 8,283.38 8,283.38
Payables Detail Report Payment Dates: 04/15/2022 - 04/28/2022 Report Summary
Fund Summary
Fund Expense Amount Payment Amount

4.4.b
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Attachment: Payables Detail Report - May 10, 2022 (2843 : Warrant Register, May10, 2022) 5/2/2022 9:38:44 AM Page 5 of 5
Project Account Summary
Project Account Key Expense Amount Payment Amount
**None** 353,801.25 353,801.25
Grand Total: 353,801.25 353,801.25
600-255-950505 CIP-Civic Center Improvements 1,062.50 1,062.50 600-255-950517 El Toro Rd Bus Shelter @ PDV 3,765.60 3,765.60 Grand Total: 353,801.25 353,801.25
600-000-490100 Transfer In- General Fund (7,832.88) (7,832.88) 600-251-950168 TrafficSignalmprovCoordination 562.50 562.50 600-254-950403 CIP-Misc Storms Drains 2,442.28 2,442.28 307-355-700000 Professional Services 8,283.38 8,283.38
312-000-442000 Building Related Permits (1,706.40) (1,706.40) 451-155-700011 Legal Services-Litigation 2,930.50 2,930.50 101-000-223000 Plan Application Deposit 30,305.00 30,305.00 101-000-450000 Planning Fees (30,305.00) (30,305.00)
101-225-700012 Legal Services 30,305.00 30,305.00
Account Summary
Account Number Account Name Expense Amount Payment Amount 100-600-790600 Transfers Out - Capital Imprv 7,832.88 7,832.88 Payables Detail Report Payment Dates: 04/15/2022 - 04/28/2022

4.4.b
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Attachment: Payables Detail Report - May 10, 2022 (2843 : Warrant Register, May10, 2022) City of Laguna Hills
City Council/Planning Agency
Staff Report
DATE: May 10, 2022
TO: Mayor and Council Members
FROM: Janice Reyes
Finance Director
ISSUE: Third Quarter Financial & Treasurer's Report for Fiscal Year 2021-2022 RECOMMENDATION: That the City Council receive and file the Third Quarter Financial and Treasurer's Report for Fiscal Year 2021-2022.

SUMMARY:

The City’s Quarterly Financial Report for the Third Quarter of Fiscal Year 2021-2022 is presented for information, attached. The Quarterly Financial Report provides the City Council, management, and the public with the results of the City’s financial operations for the 2021-2022 Fiscal Year through March 31, 2022, on a modified accrual basis for all governmental funds.

Fund Balances of governmental funds are reported separately within classifications based on a hierarchy of constraints placed on the use of those resources. Fund balances are considered “restricted” if there are externally imposed restrictions on its usage, are considered “assigned” by the City’s intent to used for specific purposes, e.g. reserves as established in the City’s Financial Policy No. 105, and the residual fund balance remaining is considered “unassigned”. Pursuant to Policy No. 105, the City shall strive to achieve and maintain a minimum “unrestricted” fund balance of 35% and a minimum “unassigned” fund balance of 25%. A detailed schedule of total fund balance for all governmental funds at the onset of the current fiscal year, as of June 30, 2021, is as follows.

4.5 Packet Pg. 35
Third Quarter Financial & Treasurer's Report FY 2021-2022 May 10, 2022

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Ratio
Fund Balance, as of June 30, 2021 $ 14,530,352
Less the following fund balances:

Reservation for Debt Service (1,810,912)
Non-major Governmental Funds (3,892,860)
Unrestricted General Fund Balance (>35%) $ 8,826,580 40% Less Assigned:

Total Capital Replacement Funds (710,659)
Insurance Reserve Funds (200,000)
Unassigned Fund Balance (>25%) $ 7,915,921 36%
As reported on page 3 of the Quarterly Financial Report, the fiscal year-to-date activity for the first nine months of the fiscal year resulted in a net decrease of $1,345,772, which reduced the City’s total governmental fund balance from $14,530,352, as of June 30, 2021, to $13,184,578, as of March 31, 2022, as shown on page 5 of the report.

Pursuant to City Council Policy No. 105, expenditures may be moved from one department to another or between funds within the Operating Budget by the City Manager and Department Heads shall have the authority to move appropriations between line items within their department budgets. However, pursuant to Resolution No. 2021-06-22-5, transfers of $50,000 or more shall require the City Manager to provide notice to the City Council within a reasonable amount of time after the transfer has been made. There are no such transfers to report at this time. Nor are there material deviations or significant variances to report at the end of the third quarter.

The Quarterly Financial Report contains a condensed Treasurer’s Investment Report as of March 31, 2022, on Page 6. The City’s total portfolio of $13,519,507 at the end of the third quarter for all fund types is invested in authorized securities. The City’s investment policy approved by City Council Resolution is the prevailing guideline in managing investments.

ATTACHMENTS:
• Quarterly Financial Report for the Third Quarter of Fiscal Year 2021-2022

4.5 Packet Pg. 36
Summary of Funding Sources & Uses
For the Nine Months Ended March 31, 2022

CITY OF LAGUNA HILLS
Quarterly Financial Report
Third Quarter, Fiscal Year 2021/2022
The Comparative Statement of Operations for Governmental Funds, on page 3, shows the detail of the yearto-date actual financial activity in relation to the Amended Budget. Year-to-date financial activity for all governmental funds through March 31, 2022, reports expenditures exceeding revenues by $1.3 million, with the City receiving roughly $19.7 million in total funding sources and incurring roughly $21 million in total funding uses.

The financial activity is reported using modified-accrual basis of accounting. Revenues are recognized when they become measurable and available as net current assets. Available means that the amounts were collected during the reporting period or soon enough thereafter to be available to finance the expenditures accrued for the reporting period. Generally, the City uses an availability period of 60 days. Expenditures are recognized in the period in which the liability is incurred and expected to be paid with expendable available financial resources.

Interpreting the information presented herein requires consideration of the cash flow fluctuations of revenues and expenditures during the fiscal year. With three quarters of the fiscal year complete, total funding sources for all governmental funds was 67% of budget and funding uses was at 74% of budget. There are a number of revenue and expenditures items that would show significant deviation if a straight-line comparison was applied. In a straight-line approach, one would expect line items to approximate 75% of budget by the end of the quarter. However, the timing of many revenue and expenditure transactions do not occur at uniform times or at equal intervals over the course of the fiscal year. Hence, although the third quarter represents 75% of the fiscal year, not all line items will be at 75% of the budget.

There are no significant material variances from the fiscal year 2021/22 Budget to report at this time. However, given the turbulence in recovering from the financial impacts caused by the global pandemic and its impact on the national, as well as local economy, Staff continues to closely monitor its effects on the financial activity of the City as we enter the final quarter of the fiscal year 2021/22.

The following unaudited financial information summarizes the City’s overall financial activity for the current fiscal year through March 31, 2022. Financial analysis for this report is provided for the General Fund, Capital Improvement Program, Debt Service, and other City governmental funds, and is intended to provide the City Council and the public with a summary overview of the City’s general fiscal condition through March 31, 2022.

A Summary of Funding Sources and Uses for the nine months ended March 31, 2022, is presented in the table below.

YTD
Actual
(million)
Budget
(million)
YTD
% of
Budget

Funding Sources $ 19.7 $ 29.2 67%
Funding Uses 21.0 28.4 74%
Net Change ($1.3) $0.8

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Attachment: Quarterly Financial Report for the Third Quarter of Fiscal Year 2021-2022 (2844 : Third Quarter Financial & Treasurer's Report FY Funding Uses
The City’s total funding sources comprise of general fund revenues, special fund revenues, and other financing sources. At the end of the third quarter, total funding sources were approximately 20 million, or 67% of budget.

GENERAL FUND REVENUES
General Fund Revenues are utilized primarily to finance the City’s general governmental activities. At quarter end, general fund revenues totaled roughly $13.9 million or 62% of budget. Receipts of Property Tax came in at about $7.4 million, or 61% of budget. Intergovernmental Revenues, which includes sales tax revenue, were roughly 4.1 million, or 69%, of budget. The recording of these revenue sources comply with GASB 33 which addresses the timing of recognition of non-exchange transactions, e.g. taxes and fines. Revenues from non-exchange transactions, such as property and sales tax, received in the first two months of this fiscal year were accrued in the prior fiscal year. Franchise Tax from utility companies and Transient Occupancy Tax came in at roughly $1 million or 51% of budget. These receipts lag at least a quarter and no accrual was made at quarter end. Revenues from Licenses & Permits, $770,514, and Charges for Services, $501,238, came in at 76% and 46% of budget, respectively, are largely dependent upon development activities, as well as Community Center programs and services. Fines and Forfeitures, which includes parking and vehicle fines, ended the quarter at 66% of budget, at $114,681.

SPECIAL REVENUES AND GRANTS
Many of the Special Revenue funding sources are tied in with the City’s Capital Improvement Plan. The receipts of funding sources for certain capital projects typically lag behind the spending on the projects, as the claims are applied for during construction or after project-completion. At the end of the second quarter, special revenues receipts totaled $5,754,332 or 84% of budget, which is predominantly from the receipt of the first tranche of $3,732,689 in ARPA funds.

OTHER FUNDING SOURCES
The City reported interest income of $24,142, or 24% of budget, for the nine months of the fiscal year.

Page 2 ends

The City’s total funding uses consist of the City’s
Operating Expenditures, outlay for Capital Improvement projects, debt charges and expenditures for grant related programs. At the end of the second
quarter, total funding uses were approximately $21
million, which was 74% of budget.

OPERATING EXPENDITURES
At the end of the third quarter, operating expenditures totaled roughly $15.4 million, which represents 70% of the total operating budget. While total operating expenditures came in below 75% of budget, the spending level for Non-Departmental
came in much higher, at 88% of its budget, due to
annual insurance premiums paid in full at the onset of the fiscal year, as well as annual IT related maintenance contracts.

CAPITAL IMPROVEMENT PLAN (CIP)
The purpose of the Capital Improvement Plan is to
systematically plan, schedule, and finance capital
projects as approved and prioritized by the City
Council. CIP expenditures totaled $3,237,214, or
81% of budget, at the end of the third quarter.

Funding Sources
CITY OF LAGUNA HILLS QUARTERLY FINANCIAL HIGHLIGHTS, THIRD QUARTER FY 2021/22 The following table lists the YTD expenditures
for capital projects by type as of March 31,
2022.

OTHER FUNDING USES
As of the end of the third quarter, payments for
debt service totaled $1.779.922. Additionally,
$2.236 was spent on the senior mobility program, primarily funded by OCTA M2 SMP funds; $8,935 in beverage recycling; $384,289 in processing the VALH development project; and $106,283 of forfeited C&D deposits was spent
toward the City’s recycling program.

Capital Improvement Program
For the 9 Months Ended, March 31, 2022
Streets, Signals & LighƟng $ 2,687,018

Flood Control & Water Quality    172,012
Parks    24,276
Public FaciliƟes    353,908
Total $ 3,237,214

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Attachment: Quarterly Financial Report for the Third Quarter of Fiscal Year 2021-2022 (2844 : Third Quarter Financial & Treasurer's Report FY

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Attachment: Quarterly Financial Report for the Third Quarter of Fiscal Year 2021-2022 (2844 : Third Quarter Financial & Treasurer's Report FY

OPERATING

EXPENDITURES
Fiscal Year 2020/21
As of 3/31/22

REVENUES
General Fund &
Special Revenue Funds
Fiscal Year 2021/22,
As of 3/31/2022

4.5.a
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Attachment: Quarterly Financial Report for the Third Quarter of Fiscal Year 2021-2022 (2844 : Third Quarter Financial & Treasurer's Report FY

Page 5 ends

Below is a snapshot of the City’s fund balance as of March 31, 2022. At the end of the third quarter of the current fiscal year, the City’s total fund balance for its governmental funds stood at $xx. Additionally, an abridged balance sheet, which summarizes the City’s assets and liabilities, is included on page 4 and reconciles the fund balance at quarter end. City-managed short-term idle funds, as well as debt service funds, are invested in approved securities.

4.5.a
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Attachment: Quarterly Financial Report for the Third Quarter of Fiscal Year 2021-2022 (2844 : Third Quarter Financial & Treasurer's Report FY CITY OF LAGUNA HILLS QUARTERLY FINANCIAL HIGHLIGHTS, THIRD QUARTER FY 2021/22 Page 6 T˛ˎˊ˜˞˛ˎ˛’˜ I˗˟ˎ˜˝˖ˎ˗˝ Rˎ˙˘˛˝ - A˕˕ F˞˗ˍ˜ (C඗ඖඌඍඖඛඍඌ)
F˘˛ ˝ˑˎ ˝ˑ˒˛ˍ Q˞ˊ˛˝ˎ˛ E˗ˍˎˍ Mˊ˛ˌˑ 31, 2022
The City’s investment policy approved by Council resolution is the prevailing guideline in managing investments. Short-term excess cash is currently invested primarily in the State Treasurer’s Local Agency Investment Fund (LAIF) and the Investment Trust of California (CalTRUST), a Public Joint Powers Authority (JPA). Restricted investments held under trust indenture by The Bank of New York Mellon Trust Company, N.A, is a Reserve Fund, deposited with LAIF, established to secure the timely payment of principal and interest represented by the 2010 Refinancing Project bond issues.

The following is the summary of the cash and investments as of March 31, 2022, compared with the same period of the previous fiscal year:

We believe the City’s portfolio provides sufficient cash flow liquidity to meet the next six months of the City’s projected operating expenditures.

4.5.a
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Attachment: Quarterly Financial Report for the Third Quarter of Fiscal Year 2021-2022 (2844 : Third Quarter Financial & Treasurer's Report FY City of Laguna Hills
City Council/Planning Agency
Staff Report
DATE: May 10, 2022
TO: Mayor and Council Members
FROM: Melissa Au-Yeung
Deputy City Manager
ISSUE: Proposed Civic Center Office Lease with Carolyn Behrens, an Individual, for 24031 El Toro Road, Suite 330, Laguna Hills, California RECOMMENDATION: That the City Council approve an office lease with Carolyn Behrens, an individual, for 24031 El Toro Road, Suite 330, Laguna Hills, California, and authorize the City Manager to execute the Lease.

SUMMARY:

Staff has negotiated a five-year lease renewal with Carolyn Behrens, an individual, for 24031 El Toro Road, Suite 330. Carolyn Behrens operates a mortgage brokerage office and has been leasing space in the Civic Center since 2005. The following is a summary of the key lease terms and financial analysis:

Commencement Date: June 1, 2022
Term: Five (5) years
Rentable Square Feet: 800
Upfront Capital: $3,325
Rate: Year 1 - $2.25/ sq. ft.

Year 2 - $2.34/ sq. ft.

Year 3 - $2.43/ sq. ft.

4.6 Packet Pg. 43
Civic Center Lease with Carolyn Behrens for Suite 330
May 10, 2022

Page 2 ends

Year 4 - $2.53/ sq. ft.

Year 5 - $2.63/ sq. ft.

Total Rent Payments: $116,993
Net Present Value: $66,147 (12% Discount Rate)
The final lease has been included as an attachment. The tenant has executed the lease and staff is recommending approval.

FISCAL IMPACT:

The lease includes total rent payments of $116,993 over the term of the lease and has a positive net present value of $66,147. A total of $3,325 in upfront capital is required.

ATTACHMENTS:
• Proposed Lease

4.6 Packet Pg. 44
________ ________
________ ________

INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 5/4/2022 4:05 PM OFG-21.20, Revised 01-01-2019 Page 1 of 18

1. Basic Provisions ("Basic Provisions").

1.1 ParƟes. This Lease ("Lease"), dated for reference purposes only May 10, 2022 , is made by and between The City of Laguna Hills, a municipal corporaƟon organized and exisƟng under the laws of the State of California ("Lessor") and Carolyn Behrens, an individual ("Lessee"), (collecƟvely the "ParƟes", or individually a "Party").

1.2(a) Premises: That certain PorƟon of the Project (as defined below), commonly known as (street address, suite, city, state): 24031 El Toro Road, Suite 330 Laguna Hills, CA 92654 ("Premises"). The Premises are located in the County of Orange , and consist of approximately 800 rentable square feet and approximately 669 useable square feet. In addiƟon to Lessee'srightsto use and occupy the Premises as hereinaŌer specified, Lessee shall have non-exclusive rights to the Common Areas (as defined in Paragraph 2.7 below) as hereinaŌer specified, but shall not have any rights to the roof, the exterior walls, the area above the dropped ceilings, or the uƟlity raceways of the building containing the Premises("Building") orto any other buildings in the Project. The Premises, the Building, the Common Areas, the land upon which they are located, along with all other buildings and improvements thereon, are herein collecƟvely referred to asthe "Project." The Project consists of approximately 51,946 rentable square feet. (See also Paragraph 2)

1.2(b) Parking: 4/1000sf unreserved and N/A reserved vehicle parking spaces at a monthly cost of N/A per unreserved space and N/A per reserved space. (See Paragraph 2.6)

1.3 Term: 5 years and 0 months ("Original Term") commencing June 1, 2022 ("Commencement Date") and ending May 31, 2027 ("ExpiraƟon Date"). (See also Paragraph 3)

1.4 Early Possession: If the Premises are available Lessee may have non-exclusive possession of the Premises commencing Lessee is already in possession of the premises. ("Early Possession Date"). (See also Paragraphs 3.2 and 3.3)

1.5 Base Rent: $1,800.00 per month ("Base Rent"), payable on the First day of each month commencing June 1, 2022 . (See also Paragraph 4) If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted. See Paragraph 4.4 . (See Addendum Paragraph 1)

1.6 Lessee's Share of OperaƟng Expense Increase: one point five four percent ( 1.54 %) ("Lessee's Share"). In the event that that size of the Premises and/or the Project are modified during the term of this Lease, Lessor shall recalculate Lessee's Share to reflect such modificaƟon.

1.7 Base Rent and Other Monies Paid Upon ExecuƟon:

1.8 Agreed Use: General Office, Mortgage Services . (See also Paragraph 6)

1.9 Base Year; Insuring Party. The Base Year is 2017 . Lessor is the "Insuring Party". (See also Paragraphs 4.2 and 8)

1.10 Real Estate Brokers. (See also Paragraph 15 and 25) agency relaƟonships in this Lease with the following real estate brokers (“Broker(s)”) and/or their agents(“Agent(s)”):

Lessor’s Brokerage Firm Essex Realty Management, Inc. License No. 00965485 Isthe broker of (check one): the Lessor; or both the Lessee and Lessor (dual agent).

Lessor’s Agent Angela Draper License No. 01972882 Is(check one): the Lessor’s Agent (salesperson or broker associate); or both the Lessee’s Agent and the Lessor’s Agent (dual agent).

Lessee’s Brokerage Firm License No. Is the broker of (check one): the Lessee; or both the Lessee and Lessor (dual agent).

Lessee’s Agent License No. Is (check one): the Lessee’s Agent (salesperson or broker associate); or both the Lessee’s Agent and the Lessor’s Agent (dual agent).
separate wriƩen agreement (or if there is no such agreement, the sum of or % of the total Base Rent) for the brokerage servicesrendered by the Brokers.

1.11 Guarantor. The obligaƟons of the Lessee under this Lease are to be guaranteed by Carolyn Behrens, personally in her individual capacity ("Guarantor"). (See also Paragraph 37)

1.12 Business Hours for the Building: 7:00 a.m. to 6:00 p.m., Mondays through Fridays (except Building Holidays) and 8:00 a.m. to 2:00 p.m. on Saturdays (except Building Holidays). "Building Holidays" shall mean the dates of observaƟon of New Year's Day, President's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day, and N/A .

1.13 Lessor Supplied Services. Notwithstanding the provisions of Paragraph 11.1, Lessor is NOT obligated to provide the following within the Premises:

Janitorial services
Electricity

STANDARD MULTI-TENANT OFFICE LEASE - GROSS
(a) Base Rent: $1,800.00 for the period June 1-30, 2022 . (b) Security Deposit: $2,058.95 On file ("Security Deposit"). (See also Paragraph 5) (c) Parking: N/A for the period N/A .
(d) Other: N/A for N/A .
(e) Total Due Upon ExecuƟon of this Lease: $1,915.70 .
(a) RepresentaƟon: Each Party acknowledges receiving a Disclosure Regarding Real Estate Agency RelaƟonship, confirms and consents to the following (b) Payment to Brokers: Upon execuƟon and delivery of this Lease by both ParƟes, Lessor shall pay to the Brokersthe brokerage fee agreed to in a

4.6.a
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Attachment: Proposed Lease (2848 : Civic Center Lease with Carolyn Behrens for Suite 330) ________ ________
________ ________

INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 5/4/2022 4:05 PM OFG-21.20, Revised 01-01-2019 Page 2 of 18
Other (specify):

1.14 AƩachments. AƩached hereto are the following, all of which consƟtute a part of this Lease:
an Addendum consisƟng of Paragraphs 1 through 7 ;
a plot plan depicƟng the Premises; Exhibit "A"
a current set of the Rules and RegulaƟons; Exhibit "B"
a Work LeƩer/Exhibit "D"; Requirements for Improvements or Alterations by Lessee; a janitorial schedule;
other (specify): Exhibit "C" Waiver and Release; Exhibit "E" Personal Guaranty .

2. Premises.

2.1 Leƫng. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and condiƟons set forth in this Lease. While the approximate square footage of the Premises may have been used in the markeƟng of the Premisesfor purposes of comparison, the Base Rentstated herein is NOT Ɵed to square footage and is notsubject to adjustment should the actual size be determined to be different. NOTE: Lessee is advised to verify the actual size prior to execuƟng this Lease.

2.2 CondiƟon. Lessor shall deliver the Premises to Lessee in a clean condiƟon on the Commencement Date or the Early Possession Date, whichever first occurs ("Start Date"), and warrants that the exisƟng electrical, plumbing, fire sprinkler, lighƟng, heaƟng, venƟlaƟng and air condiƟoning systems("HVAC"), and all other items which the Lessor is obligated to construct pursuant to the Work LeƩer aƩached hereto, if any, other than those constructed by Lessee,shall be in good operaƟng condiƟon on said date, that the structural elements of the roof, bearing walls and foundaƟon of the Unit shall be free of material defects, and that the Premises do not contain hazardous levels of any mold or fungi defined astoxic under applicable state or federal law. Lessor also warrants, that unless otherwise specified in wriƟng, Lessor is unaware of (i) any recorded NoƟces of Default affecƟng the Premise; (ii) any delinquent amounts due under any loan secured by the Premises; and (iii) any bankruptcy proceeding affecƟng the Premises.

2.3 Compliance. Lessor warrantsthat to the best of its knowledge the improvements on the Premises and the Common Areas comply with the building codes, applicable laws, covenants or restricƟons of record, regulaƟons, and ordinances ("Applicable Requirements") that were in effect at the Ɵme that each improvement, or porƟon thereof, was constructed. Said warranty does not apply to the use to which Lessee will put the Premises, modificaƟons which may be required by the Americans with DisabiliƟes Act or any similar laws as a result of Lessee's use (see Paragraph 49), or to any AlteraƟons or UƟlity InstallaƟons (as defined in Paragraph

7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for determining whether or not the zoning and other Applicable Requirements are appropriate for Lessee's intended use, and acknowledgesthat past uses ofthe Premises may no longer be allowed. If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly aŌer receipt of wriƩen noƟce from Lessee seƫng forth with specificity the nature and extent ofsuch non-compliance, recƟfy the same. If the Applicable Requirements are hereaŌer changed so asto require during the term of this Lease the construcƟon of an addiƟon to or an alteraƟon of the Premises, the remediaƟon of any Hazardous Substance, or the reinforcement or other physical modificaƟon of the Premises("Capital Expenditure"), Lessor and Lessee shall allocate the cost ofsuch work as follows:
(a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique use of the Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however, that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months' Base Rent, Lessee may instead terminate this Lease unless Lessor noƟfies Lessee, in wriƟng, within 10 days aŌer receipt of Lessee's terminaƟon noƟce that Lessor has elected to pay the difference between the actual cost thereof and the amount equal to 6 months' Base Rent. If Lessee elects terminaƟon, Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor wriƩen noƟce specifying a terminaƟon date at least 90 days thereaŌer. Such terminaƟon date shall, however, in no event be earlierthan the last day that Lessee could legally uƟlize the Premises without commencing such Capital Expenditure. (b) If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as, governmentally mandated seismic modificaƟons), then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease or any extension thereof, on the date that on which the Base Rent is due, an amount equal to 1/144th of the porƟon of such costs reasonably aƩributable to the Premises. Lessee shall pay Interest on the balance but may prepay its obligaƟon at any Ɵme. If, however, such Capital Expenditure is required during the last 2 years of this Lease or if Lessorreasonably determines that it is not economically feasible to pay its share thereof, Lessor shall have the opƟon to terminate this Lease upon 90 days prior wriƩen noƟce to Lessee unless Lessee noƟfies Lessor, in wriƟng, within 10 days aŌer receipt of Lessor'sterminaƟon noƟce that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate, and failsto tender itsshare of any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, from Rent unƟl Lessor's share of such costs have been fully paid. If Lessee is unable to finance Lessor'sshare, orif the balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days wriƩen noƟce to Lessor.
(c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change in intensity of use, or modificaƟon to the Premises then, and in that event, Lessee shall either: (i) immediately cease such changed use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure, or (ii) complete such Capital Expenditure at its own expense. Lessee shall not have any right to terminate this Lease.

2.4 Acknowledgements. Lessee acknowledgesthat: (a) it has been given an opportunity to inspect and measure the Premises, (b) Lessee has been advised by Lessor and/or Brokersto saƟsfy itself with respect to the size and condiƟon of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements), and their suitability for Lessee's intended use, (c) Lessee has made such invesƟgaƟon as it deems necessary with reference to such maƩers and assumes all responsibility therefor as the same relate to its occupancy of the Premises, (d) it is not relying on any representaƟon asto the size of the Premises made by Brokers or Lessor, (e) the square footage of the Premises was not material to Lessee's decision to lease the Premises and pay the Rent stated herein, and (f) neither Lessor, Lessor's agents, nor Brokers have made any oral or wriƩen representaƟons or warranƟes with respect to said maƩers other than as set forth in this Lease. In addiƟon, Lessor acknowledges that: (i) Brokers have made no representaƟons, promises or warranƟes concerning Lessee's ability to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor's sole responsibility to invesƟgate the financial capability and/or suitability of all proposed tenants.

2.5 Lessee as Prior Owner/Occupant. The warranƟes made by Lessor in Paragraph 2 shall be of no force or effect if immediately prior to the Start Date, Lessee wasthe owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary correcƟve work.

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2.6 Vehicle Parking. So long as Lessee is not in default, and subject to the Rules and RegulaƟons aƩached hereto, and as established by Lessor from Ɵme to Ɵme, Lessee shall be enƟtled to rent and use the number of parking spaces specified in Paragraph 1.2(b) at the rental rate applicable from Ɵme to Ɵme for monthly parking as set by Lessor and/or its licensee.
(a) If Lessee commits, permits or allows any of the prohibited acƟviƟes described in the Lease or the rules then in effect, then Lessor shall have the right, without noƟce, in addiƟon to such other rights and remediesthat it may have, to remove or tow away the vehicle involved and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.
(b) The monthly rent per parking space specified in Paragraph 1.2(b) is subject to change upon 30 days prior wriƩen noƟce to Lessee. The rent for the parking is payable one month in advance prior to the first day of each calendar month.

2.7 Common Areas- DefiniƟon. The term "Common Areas" is defined as all areas and faciliƟes outside the Premises and within the exterior boundary line of the Project and interior uƟlity raceways and installaƟons within the Premisesthat are provided and designated by the Lessor from Ɵme to Ɵme for the general nonexclusive use of Lessor, Lessee and other tenants of the Project and their respecƟve employees, suppliers, shippers, customers, contractors and invitees, including, but not limited to, common entrances, lobbies, corridors, stairwells, public restrooms, elevators, parking areas, loading and unloading areas, trash areas, roadways, walkways, driveways and landscaped areas.

2.8 Common Areas- Lessee's Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers, contractors, customers and invitees, during the term of this Lease, the non-exclusive right to use, in common with others enƟtled to such use, the Common Areas as they exist from Ɵme to Ɵme, subject to any rights, powers, and privileges reserved by Lessor under the terms hereof or under the terms of any rules and regulaƟons or restricƟons governing the use of the Project. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any property, temporarily or permanently, in the Common Areas. Any such storage shall be permiƩed only by the prior wriƩen consent of Lessor or Lessor's designated agent, which consent may be revoked at any Ɵme. In the event that any unauthorized storage shall occur, then Lessor shall have the right, without noƟce, in addiƟon to such other rights and remedies that it may have, to remove the property and charge the cost to Lessee, which costshall be immediately payable upon demand by Lessor.

2.9 Common Areas- Rules and RegulaƟons. Lessor or such other person(s) as Lessor may appoint shall have the exclusive control and management of the Common Areas and shall have the right, from Ɵme to Ɵme, to adopt, modify, amend and enforce reasonable rules and regulaƟons ("Rules and RegulaƟons") for the management, safety, care, and cleanliness of the grounds, the parking and unloading of vehicles and the preservaƟon of good order, as well asfor the convenience of other occupants or tenants of the Building and the Project and their invitees. The Lessee agrees to abide by and conform to all such Rules and RegulaƟons, and shall use its best efforts to cause its employees,suppliers, shippers, customers, contractors and invitees to so abide and conform. Lessor shall not be responsible to Lessee for the noncompliance with said Rules and RegulaƟons by other tenants of the Project.

2.10 Common Areas - Changes. Lessor shall have the right, in Lessor'ssole discreƟon, from Ɵme to Ɵme:
(a) To make changes to the Common Areas, including, without limitaƟon, changes in the locaƟon,size, shape and number of the lobbies, windows, stairways, air shaŌs, elevators, escalators,restrooms, driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direcƟon of traffic, landscaped areas, walkways and uƟlity raceways; (b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available; (c) To designate other land outside the boundaries of the Project to be a part of the Common Areas; (d) To add addiƟonal buildings and improvementsto the Common Areas; (e) To use the Common Areas while engaged in making addiƟonal improvements, repairs or alteraƟons to the Project, or any porƟon thereof; and (f) To do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Project as Lessor may, in the exercise of sound business judgment, deem to be appropriate.

3. Term.

3.1 Term. The Commencement Date, ExpiraƟon Date and Original Term of this Lease are as specified in Paragraph 1.3.

3.2 Early Possession. Any provision herein granƟng Lessee Early Possession of the Premises issubject to and condiƟoned upon the Premises being available for such possession prior to the Commencement Date. Any grant of Early Possession only conveys a non-exclusive right to occupy the Premises. If Lessee totally or parƟally occupies the Premises prior to the Commencement Date, the obligaƟon to pay Base Rentshall be abated for the period of such Early Possession. All other terms of this Lease (including but not limited to the obligaƟons to pay Lessee's Share of the OperaƟng Expense Increase) shall be in effect during such period. Any such Early Possession shall not affect the ExpiraƟon Date.

3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee by the Commencement Date. If, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or change the ExpiraƟon Date. Lessee shall not, however, be obligated to pay Rent or perform its other obligaƟons unƟl Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and conƟnue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. If possession is not delivered within 60 days aŌer the Commencement Date, asthe same may be extended under the terms of any Work LeƩer executed by ParƟes, Lessee may, at its opƟon, by noƟce in wriƟng within 10 days aŌer the end ofsuch 60 day period, cancel this Lease, in which event the ParƟesshall be discharged from all obligaƟons hereunder. If such wriƩen noƟce is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate. If possession of the Premises is not delivered within 120 days aŌer the Commencement Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in wriƟng.

3.4 Lessee Compliance. Lessor shall not be required to deliver possession of the Premises to Lessee unƟl Lessee complies with its obligaƟon to provide evidence of insurance (Paragraph 8.5).Paragraph 8 of the Lease (See Addendum Paragraph 3) Pending delivery of such evidence, Lessee shall be required to perform all of its obligaƟons under this Lease from and aŌer the Start Date, including the payment of Rent, notwithstanding Lessor's elecƟon to withhold possession pending receipt of such evidence of insurance. Further, if Lessee is required to perform any other condiƟons prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession unƟl such condiƟons are saƟsfied.

4. Rent.

4.1 Rent Defined. All monetary obligaƟons of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent ("Rent").

4.2 OperaƟng Expense Increase. Lessee shall pay to Lessor during the term hereof, in addiƟon to the Base Rent, Lessee's Share of the amount by which all OperaƟng Expenses for each Comparison Year exceeds the amount of all OperaƟng Expenses for the Base Year,such excess being hereinaŌer referred to as the "OperaƟng Expense Increase", in accordance with the following provisions:
(a) "Base Year" is asspecified in Paragraph 1.9.
(b) "Comparison Year" is defined as each calendar year during the term of this Lease subsequent to the Base Year; provided, however, Lessee shall have no obligaƟon to pay a share of the OperaƟng Expense Increase applicable to the first 12 months of the Lease Term (other than such as are mandated by a

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governmental authority, as to which government mandated expenses Lessee shall pay Lessee's Share, notwithstanding they occur during the first twelve (12) months).

Lessee's Share of the OperaƟng Expense Increase for the first and last Comparison Years of the Lease Term shall be prorated according to that porƟon of such Comparison Year asto which Lessee is responsible for a share ofsuch increase. (c) The following costsrelaƟng to the ownership and operaƟon of the Project, calculated as if the Project was at least 95% occupied, are defined as "OperaƟng Expenses":
(i) Costs relaƟng to the operaƟon, repair, and maintenance in neat, clean, safe, good order and condiƟon, but not the replacement (see subparagraph (g)), of the following:
(aa) The Common Areas, including their surfaces, coverings, decoraƟve items, carpets, drapes and window coverings, and including parking areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways, stairways, parkways, driveways, landscaped areas, striping, bumpers, irrigaƟon systems, Common Area lighƟng faciliƟes, building exteriors and roofs, fences and gates; (bb) All heaƟng, air condiƟoning, plumbing, electrical systems, life safety equipment, communicaƟon systems and other equipment used in common by, or for the benefit of, tenants or occupants of the Project, including elevators and escalators, tenant directories, fire detecƟon systems including sprinkler system maintenance and repair.
(cc) All other areas and improvements that are within the exterior boundaries of the Project but outside of the Premises and/or any other space occupied by a tenant.
(ii) The cost of trash disposal, janitorial and security services, pest controlservices, and the costs of any environmental inspecƟons; (iii) The cost of any other service to be provided by Lessor that is elsewhere in this Lease stated to be an "OperaƟng Expense"; (iv) The cost of the premiumsfor the insurance policies maintained by Lessor pursuant to paragraph 8 and any deducƟble porƟon of an insured loss concerning the Building or the Common Areas;
(v) The amount of the Real Property Taxes payable by Lessor pursuant to paragraph 10; (vi) The cost of water, sewer, gas, electricity, and other publicly mandated services not separately metered; (vii) Labor,salaries, and applicable fringe benefits and costs, materials, supplies and tools, used in maintaining and/or cleaning the Project and accounƟng and management fees aƩributable to the operaƟon of the Project; (viii) The cost of any capital improvement to the Building or the Project not covered under the provisions of Paragraph 2.3 provided; however, that Lessor shall allocate the cost of any such capital improvement over a 12 year period and Lessee shall not be required to pay more than Lessee's Share of 1/144th of the cost of such Capital Expenditure in any given month; (ix) The cost to replace equipment or improvements that have a useful life for accounƟng purposes of 5 years orless. (x) Reservesset aside for maintenance, repair and/or replacement of Common Area improvements and equipment. (d) Any item of OperaƟng Expense that is specifically aƩributable to the Premises, the Building or to any other building in the Project or to the operaƟon, repair and maintenance thereof, shall be allocated enƟrely to such Premises, Building, or other building. However, any such item that is not specifically aƩributable to the Building or to any other building or to the operaƟon, repair and maintenance thereof, shall be equitably allocated by Lessor to all buildings in the Project. (e) The inclusion of the improvements, faciliƟes and services set forth in Subparagraph 4.2(c) shall not be deemed to impose an obligaƟon upon Lessor to either have said improvements or faciliƟes or to provide those services unlessthe Project already has the same, Lessor already provides the services, or Lessor has agreed elsewhere in this Lease to provide the same or some of them. (f) Lessee's Share of OperaƟng Expense Increase is payable monthly on the same day as the Base Rent is due hereunder. The amount ofsuch payments shall be based on Lessor's esƟmate of the OperaƟng Expense Expenses. Within 60 days aŌer wriƩen request (but not more than once each year) Lessor shall deliver to Lessee a reasonably detailed statement showing Lessee's Share of the actual Common Area OperaƟng Expenses for the preceding year. If Lessee's payments during such Year exceed Lessee's Share, LesseeLessor shall credit the amount of such over-payment against Lessee's future payments. If Lessee's payments during such Year were less than Lessee's Share, Lessee shall pay to Lessor the amount of the deficiency within 10 days aŌer delivery by Lessor to Lessee of said statement. Lessor and Lessee shall forthwith adjust between them by cash payment any balance determined to exist with respect to that porƟon of the last Comparison Year for which Lessee is responsible as to OperaƟng Expense Increases, notwithstanding that the Lease term may have terminated before the end of such Comparison Year. (g) OperaƟng Expensesshall not include the costs of replacement for equipment or capital componentssuch asthe roof, foundaƟons, exterior walls or a Common Area capital improvement, such asthe parking lot paving, elevators, fences that have a useful life for accounƟng purposes of 5 years or more. (h) OperaƟng Expenses shall not include any expenses paid by any tenant directly to third parƟes, or asto which Lessor is otherwise reimbursed by any third party, other tenant, or by insurance proceeds.

4.3 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States on or before the day on which it is due, without offset or deducƟon (except asspecifically permiƩed in this Lease). All monetary amountsshall be rounded to the nearest whole dollar. In the event that any invoice prepared by Lessor isinaccurate such inaccuracy shall not consƟtute a waiver and Lessee shall be obligated to pay the amountset forth in this Lease. Rent for any period during the term hereof which is for lessthan one full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rentshall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from Ɵme to Ɵme designate in wriƟng. Acceptance of a payment which isless than the amount then due shall not be a waiver of Lessor's rightsto the balance of such Rent, regardless of Lessor's endorsement of any check so staƟng. In the event that any check, draŌ, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $2575 in addiƟon to any Late Charge and Lessor, at its opƟon, may require all future Rent be paid by cashier's check. Payments will be applied first to accrued late charges and aƩorney's fees, second to accrued interest, then to Base Rent and Common Area OperaƟng Expenses, and any remaining amount to any other outstanding charges or costs.

5. Security Deposit. Lessee shall deposit with Lessor upon execuƟon hereof the Security Deposit as security for Lessee's faithful performance of its obligaƟons under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any porƟon ofsaid Security Deposit for the payment of any amount already due Lessor, for Rents which will be due in the future, and/ or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer orincur by reason thereof. If Lessor uses or applies all or any porƟon of the Security Deposit, Lessee shall within 10 days aŌer wriƩen request therefor deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by this Lease. If the Base Rent increases during the term of this Lease, Lessee shall, upon wriƩen request from Lessor, deposit addiƟonal monies with Lessor so that the total amount of the Security Deposit shall at all Ɵmes bear the same proporƟon to the increased Base Rent as the iniƟal Security Deposit bore to the iniƟal Base Rent. Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security Deposit to the extent necessary, in Lessor'sreasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs during this Lease and following such change the financial condiƟon of Lessee is, in Lessor's reasonable judgment, significantly reduced, Lessee shall deposit such addiƟonal monies with Lessor asshall be sufficient to cause the Security Deposit to be at a commercially reasonable level based on such change in

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financial condiƟon. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within 90 days aŌer the expiraƟon or terminaƟon of this Lease, Lessor shall return that porƟon of the Security Deposit not used or applied by Lessor. Lessor shall upon wriƩen request provide Lessee with an accounƟng showing how that porƟon of the Security Deposit that was not returned was applied. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease. THE SECURITY DEPOSIT SHALL NOT BE USED BY LESSEE IN LIEU OF PAYMENT OF THE LAST MONTH'S RENT.

6. Use.( See Addendum Paragraph 2)

6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which isreasonably comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properƟes. Other than guide, signal and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or repƟles. Lessorshall not unreasonably withhold or delay its consent to any wriƩen request for a modificaƟon of the Agreed Use,so long as the same will not impair the structural integrity of the improvements of the Building, will not adversely affect the mechanical, electrical, HVAC, and other systems of the Building, and/or will not affect the exterior appearance of the Building. If Lessor elects to withhold consent, Lessor shall within 7 days aŌer such request give wriƩen noƟficaƟon of same, which noƟce shall include an explanaƟon of Lessor's objecƟons to the change in the Agreed Use.

6.2 Hazardous Substances.
(a) Reportable Uses Require Consent. The term "Hazardous Substance" as used in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal, transportaƟon, or release, either by itself or in combinaƟon with other materials expected to be on the Premises, is either: (i) potenƟally injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for potenƟal liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, byproducts or fracƟons thereof. Lessee shall not engage in any acƟvity in or on the Premises which consƟtutes a Reportable Use of Hazardous Substances without the express prior wriƩen consent of Lessor and Ɵmely compliance (at Lessee's expense) with all Applicable Requirements. "Reportable Use" shall mean (i) the installaƟon or use of any above or below ground storage tank, (ii) the generaƟon, possession, storage, use, transportaƟon, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, noƟce, registraƟon or business plan is required to be filed with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a noƟce be given to persons entering or occupying the Premises or neighboring properƟes. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use such as ordinary office supplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long assuch use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contaminaƟon or damage or expose Lessor to any liability therefor. In addiƟon, Lessor may condiƟon its consent to any Reportable Use upon receiving such addiƟonal assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contaminaƟon, injury and/or liability, including, but not limited to, the installaƟon (and removal on or before Lease expiraƟon or terminaƟon) of protecƟve modificaƟons (such as concrete encasements) and/or increasing the Security Deposit. (b) Duty to Inform Lessor. If Lessee knows, or hasreasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give wriƩen noƟce ofsuch fact to Lessor, and provide Lessor with a copy of any report, noƟce, claim or other documentaƟon which it has concerning the presence of such Hazardous Substance. (c) Lessee RemediaƟon. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, comply with all Applicable Requirements and take all invesƟgatory and/or remedial acƟon reasonably recommended, whether or not formally ordered or required, for the cleanup of any contaminaƟon of, and for the maintenance, security and/or monitoring of the Premises or neighboring properƟes, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee, or any third party. (d) Lessee IndemnificaƟon. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabiliƟes, judgments, claims, expenses, penalƟes, and aƩorneys' and consultants' fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migraƟon of any Hazardous Substance under the Premises from areas outside of the Project not caused or contributed to by Lessee). Lessee's obligaƟons shall include, but not be limited to, the effects of any contaminaƟon or injury to person, property or the environment created or suffered by Lessee, and the cost of invesƟgaƟon, removal, remediaƟon, restoraƟon and/or abatement, and shall survive the expiraƟon or terminaƟon of this Lease. No terminaƟon, cancellaƟon or release agreement entered into by Lessor and Lessee shall release Lessee from its obligaƟons under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in wriƟng at the Ɵme ofsuch agreement. (e) Lessor IndemnificaƟon. Except as otherwise provided in paragraph 8.7, Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of remediaƟon, which result from Hazardous Substances which existed on the Premises prior to Lessee's occupancy or which are caused by the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor's obligaƟons, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of invesƟgaƟon, removal, remediaƟon, restoraƟon and/or abatement, and shall survive the expiraƟon or terminaƟon of this Lease. (f) InvesƟgaƟons and RemediaƟons. Lessor shall retain the responsibility and pay for any invesƟgaƟons or remediaƟon measuresrequired by governmental enƟƟes having jurisdicƟon with respect to the existence of Hazardous Substances on the Premises prior to Lessee's occupancy, unlesssuch remediaƟon measure is required as a result of Lessee's use (including "AlteraƟons", as defined in paragraph 7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such acƟviƟes at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable Ɵmesin order to carry out Lessor's invesƟgaƟve and remedial responsibiliƟes. (g) Lessor TerminaƟon OpƟon. If a Hazardous Substance CondiƟon (see Paragraph 9.1(e)) occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the invesƟgaƟon and remediaƟon thereof required by the Applicable Requirements and this Lease shall conƟnue in full force and effect, but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's opƟon, either (i) invesƟgate and remediate such Hazardous Substance CondiƟon, if required, assoon asreasonably possible at Lessor's expense, in which event this Lease shall conƟnue in full force and effect, or (ii) if the esƟmated cost to remediate such condiƟon exceeds 12 Ɵmes the then monthly Base Rent or $100,000, whichever is greater, give wriƩen noƟce to Lessee, within 30 days aŌer receipt by Lessor of knowledge of the occurrence of such Hazardous Substance CondiƟon, of Lessor's desire to terminate this Lease as of the date 60 daysfollowing the date of such noƟce. In the event Lessor electsto give a terminaƟon noƟce, Lessee may, within 10 days thereaŌer, give wriƩen noƟce to Lessor of Lessee's commitment to pay the amount by which the cost of the remediaƟon of such Hazardous Substance CondiƟon exceeds an amount equal to 12 Ɵmesthe then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or saƟsfactory assurance thereof within 30 days following such commitment. In such event, this Lease shall conƟnue in full force and effect, and Lessor shall proceed to make such remediaƟon assoon asreasonably possible aŌer

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the required funds are available. If Lessee does not give such noƟce and provide the required funds or assurance thereof within the Ɵme provided, this Lease shall terminate as of the date specified in Lessor's noƟce of terminaƟon.

6.3 Lessee's Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessee'ssole expense, fully, diligently and in a Ɵmely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire insurance underwriter or raƟng bureau, and the recommendaƟons of Lessor's engineers and/or consultants which relate in any manner to the Premises, without regard to whethersaid Applicable Requirements are now in effect or become effecƟve aŌer the Start Date. Lessee shall, within 10 days aŌer receipt of Lessor's wriƩen request, provide Lessor with copies of all permits and other documents, and other informaƟon evidencing Lessee's compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, noƟfy Lessor in wriƟng (with copies of any documents involved) of any threatened or actual claim, noƟce, citaƟon, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements. Likewise, Lessee shall immediately give wriƩen noƟce to Lessor of: (i) any water damage to the Premises and any suspected seepage, pooling, dampness or other condiƟon conducive to the producƟon of mold; or(ii) any musƟness or other odors that might indicate the presence of mold in the Premises.

6.4 InspecƟon; Compliance. Lessor and Lessor's "Lender" (as defined in Paragraph 30) and consultants authorized by Lessor shall have the right to enter into Premises at any Ɵme, in the case of an emergency, and otherwise at reasonable Ɵmes, aŌer reasonable noƟce, for the purpose of inspecƟng and/or tesƟng the condiƟon of the Premises and/or for verifying compliance by Lessee with this Lease. The cost of any such inspecƟons shall be paid by Lessor, unless a violaƟon of Applicable Requirements, or a Hazardous Substance CondiƟon (see Paragraph 9.1e) is found to exist or be imminent, or the inspecƟon is requested or ordered by a governmental authority. In such case, Lessee shall upon request reimburse Lessor for the cost of such inspecƟon, so long as such inspecƟon is reasonably related to the violaƟon or contaminaƟon. In addiƟon, Lessee shall provide copies of all relevant material safety data sheets(MSDS) to Lessor within 10 days of the receipt of wriƩen request therefor. Lessee acknowledges that any failure on its part to allow such inspecƟons or tesƟng will expose Lessor to risks and potenƟally cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to allow such inspecƟons and/or tesƟng in a Ɵmely fashion the Base Rent shall be automaƟcally increased, without any requirement for noƟce to Lessee, by an amount equal to 10% of the then exisƟng Base Rent or $100, whichever is greater for the remainder to the Lease. The ParƟes agree that such increase in Base Rent represents fair and reasonable compensaƟon for the addiƟonal risk/costs that Lessor will incur by reason of Lessee'sfailure to allow such inspecƟon and/or tesƟng. Such increase in Base Rent shall in no event consƟtute a waiver of Lessee's Default or Breach with respect to such failure nor prevent the exercise of any of the other rights and remedies granted hereunder.

7. Maintenance; Repairs; UƟlity InstallaƟons; Trade Fixtures and AlteraƟons.

7.1 Lessee's ObligaƟons. Notwithstanding Lessor's obligaƟon to keep the Premises in good condiƟon and repair, Lessee shall be responsible for payment of the cost thereof to Lessor as addiƟonal rent for that porƟon of the cost of any maintenance and repair of the Premises, or any equipment (wherever located) that serves only Lessee or the Premises, to the extent such cost is aƩributable to abuse or misuse. In addiƟon, Lessee rather than the Lessor shall be responsible for the cost of painƟng, repairing or replacing wall coverings, and to repair or replace any similar improvements within the Premises. Lessor may, at its opƟon, upon reasonable noƟce, elect to have Lessee perform any parƟcular such maintenance or repairs the cost of which is otherwise Lessee'sresponsibility hereunder."

7.2 Lessor's ObligaƟons. Subject to the provisions of Paragraphs 2.2 (CondiƟon), 2.3 (Compliance), 4.2 (OperaƟng Expenses), 6 (Use), 7.1 (Lessee's ObligaƟons), 9 (Damage or DestrucƟon) and 14 (CondemnaƟon), Lessor, subject to reimbursement pursuant to Paragraph 4.2, shall keep in good order, condiƟon and repair the foundaƟons, exterior walls, structural condiƟon of interior bearing walls, exterior roof, fire sprinkler system, fire alarm and/or smoke detecƟon systems, fire hydrants, and the Common Areas.

7.3 UƟlity InstallaƟons; Trade Fixtures; AlteraƟons.
(a) DefiniƟons. The term "UƟlity InstallaƟons" refersto all floor and window coverings, air lines, vacuum lines, power panels, electrical distribuƟon, security and fire protecƟon systems, communicaƟon cabling, lighƟng fixtures, HVAC equipment, and plumbing in or on the Premises. The term "Trade Fixtures" shall mean Lessee's machinery and equipment that can be removed without doing material damage to the Premises. The term "AlteraƟons" shall mean any modificaƟon of the improvements, other than UƟlity InstallaƟons or Trade Fixtures, whether by addiƟon or deleƟon. "Lessee Owned AlteraƟons and/or UƟlity InstallaƟons" are defined as AlteraƟons and/or UƟlity InstallaƟons made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a). (b) Consent. Lessee shall not make any AlteraƟons or UƟlity InstallaƟonsto the Premises without Lessor's prior wriƩen consent. Lessee may, however, make non-structural AlteraƟons or UƟlity InstallaƟons to the interior of the Premises(excluding the roof) without such consent but upon noƟce to Lessor, as long as they are not visible from the outside, do not involve puncturing, relocaƟng or removing the roof, ceilings, floors or any exisƟng walls, will not affect the electrical, plumbing, HVAC, and/or life safety systems, do not trigger the requirement for addiƟonal modificaƟons and/or improvements to the Premises resulƟng from Applicable Requirements, such as compliance with Title 24, and the cumulaƟve cost thereof during this Lease as extended does not exceed $2000. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetraƟons and/or install anything on the roof without the prior wriƩen approval of Lessor. Lessor may, as a precondiƟon to granƟng such approval, require Lessee to uƟlize a contractor chosen and/or approved by Lessor. Any AlteraƟons or UƟlity InstallaƟons that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in wriƩen form with detailed plans. Consent shall be deemed condiƟoned upon Lessee's: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specificaƟons prior to commencement of the work, and (iii) compliance with all condiƟons ofsaid permits and other Applicable Requirements in a prompt and expediƟous manner.

Any AlteraƟons or UƟlity InstallaƟons shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon compleƟon furnish Lessor with as-built plans and specificaƟons. For work which costs an amount in excess of one month's Base Rent, Lessor may condiƟon its consent upon Lessee providing a lien and compleƟon bond in an amount equal to 150% of the esƟmated cost ofsuch AlteraƟon or UƟlity InstallaƟon and/or upon Lessee's posƟng an addiƟonal Security Deposit with Lessor. In addition to and without limiting the other requirements of this Paragraph

7.3, all utilities, installations, and alterations made by Lessee shall also be subject to the provisions of Exhibit "D" attached to this Lease.
(c) Liens; Bonds. Lessee shall pay, when due, all claimsfor labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic's or materialmen's lien against the Premises or any interest therein. Lessee shall give Lessor not lessthan 10 days noƟce prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post noƟces of non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at itssole expense defend and protect itself, Lessor and the Premises against the same and shall pay and saƟsfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessorshall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to parƟcipate in any such acƟon, Lessee shall pay Lessor's aƩorneys' fees and costs.

7.4 Ownership; Removal; Surrender; and RestoraƟon.
(a) Ownership. Subject to Lessor's right to require removal or elect ownership as hereinaŌer provided, all AlteraƟons and UƟlity InstallaƟons made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any Ɵme, elect in wriƟng to be the owner of all or any specified part of

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the Lessee Owned AlteraƟons and UƟlity InstallaƟons. Unless otherwise instructed per paragraph 7.4(b) hereof, all Lessee Owned AlteraƟons and UƟlity InstallaƟons shall, at the expiraƟon or terminaƟon of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises. (b) Removal. By delivery to Lessee of wriƩen noƟce from Lessor not earlier than 90 and not later than 30 days prior to the end of the term of this Lease, Lessor may require that any or all Lessee Owned AlteraƟons or UƟlity InstallaƟons be removed by the expiraƟon or terminaƟon of this Lease. Lessor may require the removal at any Ɵme of all or any part of any Lessee Owned AlteraƟons or UƟlity InstallaƟons made without the required consent. (c) Surrender; RestoraƟon. Lessee shall surrender the Premises by the ExpiraƟon Date or any earlier terminaƟon date, with all of the improvements, parts and surfacesthereof clean and free of debris, and in good operaƟng order, condiƟon and state of repair, ordinary wear and tear excepted. "Ordinary wear and tear" shall not include any damage or deterioraƟon that would have been prevented by good maintenance pracƟce. Notwithstanding the foregoing and the provisions of Paragraph 7.1(a), if the Lessee occupies the Premises for 12 months or less, then Lessee shall surrender the Premisesin the same condiƟon as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installaƟon, maintenance or removal of Trade Fixtures, Lessee owned AlteraƟons and/or UƟlity InstallaƟons, furnishings, and equipment as well asthe removal of any storage tank installed by or for Lessee. Lessee shall also remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited via underground migraƟon from areas outside of the Premises) to the level specified in Applicable Requirements. Trade Fixturesshall remain the property of Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the ExpiraƟon Date or any earlierterminaƟon date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to Ɵmely vacate the Premises pursuant to this Paragraph 7.4(c) without the express wriƩen consent of Lessor shall consƟtute a holdover under the provisions of Paragraph 26 below.

8. Insurance; Indemnity.(See Addendum Paragraph 3)

8.1 Insurance Premiums. The cost of the premiums for the insurance policies maintained by Lessor pursuant to paragraph 8 are included as OperaƟng Expenses (see paragraph 4.2 (c)(iv)). Said costs shall include increases in the premiums resulƟng from addiƟonal coverage related to requirements of the holder of a mortgage or deed of trust covering the Premises, Building and/or Project, increased valuaƟon of the Premises, Building and/or Project, and/or a general premium rate increase. Said costs shall not, however, include any premium increases resulƟng from the nature of the occupancy of any other tenant of the Building. If the Project was not insured for the enƟrety of the Base Year, then the base premium shall be the lowest annual premium reasonably obtainable for the required insurance as of the Start Date, assuming the most nominal use possible of the Building and/or Project. In no event, however, shall Lessee be responsible for any porƟon of the premium cost aƩributable to liability insurance coverage in excess of $2,000,000 procured under Paragraph 8.2(b).

8.2 Liability Insurance.
(a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecƟng Lessee and Lessor as an addiƟonal insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less than $2,000,000. Lessee shall add Lessor as an addiƟonal insured by means of an endorsement at least as broad as the Insurance Service OrganizaƟon's "AddiƟonal Insured-Managers or Lessors of Premises" Endorsement and coverage shall also be extended to include damage caused by heat,smoke or fumesfrom a hosƟle fire. The policy shall not contain any intra-insured exclusions as between insured persons or organizaƟons, but shall include coverage for liability assumed under this Lease as an "insured contract" for the performance of Lessee'sindemnity obligaƟons under this Lease. The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligaƟon hereunder. Lessee shall provide an endorsement on itsliability policy(ies) which provides that itsinsurance shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excessinsurance only.
(b) Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in addiƟon to, and not in lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an addiƟonal insured therein.

8.3 Property Insurance - Building, Improvements and Rental Value. (a) Building and Improvements. Lessor shall obtain and keep in force a policy or policies of insurance in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Building and/or Project. The amount of such insurance shall be equal to the full insurable replacement cost of the Building and/or Project, asthe same shall exist from Ɵme to Ɵme, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned AlteraƟons and UƟlity InstallaƟons, Trade Fixtures, and Lessee's personal property shall be insured by Lessee not by Lessor. If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood and/or earthquake unless required by a Lender), including coverage for debrisremoval and the enforcement of any Applicable Requirements requiring the upgrading, demoliƟon, reconstrucƟon or replacement of any porƟon of the Premises asthe result of a covered loss. Said policy or policies shall also contain an agreed valuaƟon provision in lieu of any coinsurance clause, waiver ofsubrogaƟon, and inflaƟon guard protecƟon causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deducƟble clause, the deducƟble amountshall not exceed $5,000 per occurrence. (b) Rental Value. Lessor shall also obtain and keep in force a policy or policiesin the name of Lessor with loss payable to Lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an addiƟonal 180 days("Rental Value insurance"). Said insurance shall contain an agreed valuaƟon provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee, for the next 12 month period.
(c) Adjacent Premises. Lessee shall pay for any increase in the premiums for the property insurance of the Building and for the Common Areas or other buildings in the Project if said increase is caused by Lessee's acts, omissions, use or occupancy of the Premises. (d) Lessee'sImprovements. Since Lessor isthe Insuring Party, Lessor shall not be required to insure Lessee Owned AlteraƟons and UƟlity InstallaƟons unless the item in quesƟon has become the property of Lessor under the terms of this Lease.

8.4 Lessee's Property; Business InterrupƟon Insurance; Worker's CompensaƟon Insurance. (a) Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property, Trade Fixtures, and Lessee Owned AlteraƟons and UƟlity InstallaƟons. Such insurance shall be full replacement cost coverage with a deducƟble of not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned AlteraƟons and UƟlity InstallaƟons. (b) Worker's CompensaƟon Insurance. Lessee shall obtain and maintain Worker's CompensaƟon Insurance in such amount as may be required by Applicable Requirements. Such policy shall include a 'Waiver of SubrogaƟon' endorsement. Lessee shall provide Lessor with a copy of such endorsement along with the cerƟficate of insurance or copy of the policy required by paragraph 8.5. (c) Business InterrupƟon. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings aƩributable to all perils commonly insured against by prudent lessees in the business of Lessee or aƩributable to prevenƟon of accessto the Premises as a result of such perils.

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(d) No RepresentaƟon of Adequate Coverage. Lessor makes no representaƟon that the limits or forms of coverage of insurance specified herein are adequate to cover Lessee's property, business operaƟons or obligaƟons under this Lease.

8.5 Insurance Policies. Insurance required herein shall be by companies maintaining during the policy term a "General Policyholders RaƟng" of at least A-, VII, as set forth in the most current issue of "Best'sInsurance Guide", or such other raƟng as may be required by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor cerƟfied copies of policies of such insurance or cerƟficates with copies of the required endorsements evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modificaƟon except aŌer 10 days prior wriƩen noƟce to Lessor. Lessee shall, at least 30 days prior to the expiraƟon ofsuch policies, furnish Lessor with evidence of renewals or "insurance binders" evidencing renewal thereof, or Lessor may increase his liability insurance coverage and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same.

8.6 Waiver of SubrogaƟon. Without affecƟng any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive their enƟre right to recover damages against the other, for loss of or damage to its property arising out of or incident to the perilsrequired to be insured against herein. The effect of such releases and waivers is not limited by the amount of insurance carried or required, or by any deducƟbles applicable hereto. The ParƟes agree to have their respecƟve property damage insurance carriers waive any right to subrogaƟon that such companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby.

8.7 Indemnity. Except for Lessor's gross negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor's master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damages, liens, judgments, penalƟes, aƩorneys' and consultants' fees, expenses and/or liabiliƟes arising out of, involving, or in connecƟon with, a Breach of the Lease by Lessee and/or the use and/or occupancy of the Premises and/or Project by Lessee and/or by Lessee's employees, contractors or invitees. If any acƟon or proceeding is brought against Lessor by reason of any of the foregoing maƩers, Lessee shall upon noƟce defend the same at Lessee's expense by counsel reasonably saƟsfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claim in order to be defended or indemnified.

8.8 ExempƟon of Lessor and its Agentsfrom Liability. Notwithstanding the negligence or breach of this Lease by Lessor or its agents, neither Lessor nor its agentsshall be liable under any circumstances for: (i) injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee's employees, contractors, invitees, customers, or any other person in or about the Premises, whethersuch damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the presence of mold or from the breakage, leakage, obstrucƟon or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighƟng fixtures, or from any other cause, whether the said injury or damage results from condiƟons arising upon the Premises or upon other porƟons of the Building, or from other sources or places, (ii) any damages arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor orits agents to enforce the provisions of any other lease in the Project, or (iii) injury to Lessee's business or for any loss of income or profit therefrom. Instead, it isintended that Lessee'ssole recourse in the event of such damages or injury be to file a claim on the insurance policy(ies) that Lessee is required to maintain pursuant to the provisions of paragraph 8.

8.9 Failure to Provide Insurance. Lessee acknowledgesthat any failure on its part to obtain or maintain the insurance required herein will expose Lessor to risks and potenƟally cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, for any month or porƟon thereof that Lessee does not maintain the required insurance and/or does not provide Lessor with the required binders or cerƟficates evidencing the existence of the required insurance, the Base Rent shall be automaƟcally increased, without any requirement for noƟce to Lessee, by an amount equal to 10% of the then exisƟng Base Rent or $100, whichever is greater. The parƟes agree that such increase in Base Rent representsfair and reasonable compensaƟon for the addiƟonal risk/costs that Lessor will incur by reason of Lessee'sfailure to maintain the required insurance. Such increase in Base Rentshall in no event consƟtute a waiver of Lessee's Default or Breach with respect to the failure to maintain such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its obligaƟon to maintain the insurance specified in this Lease.

9. Damage or DestrucƟon.

9.1 DefiniƟons.
(a) "Premises ParƟal Damage" shall mean damage or destrucƟon to the improvements on the Premises, other than Lessee Owned AlteraƟons and UƟlity InstallaƟons, which can reasonably be repaired in 3 months orless from the date of the damage or destrucƟon, and the cost thereof does not exceed a sum equal to 6 month's Base Rent. Lessor shall noƟfy Lessee in wriƟng within 30 days from the date of the damage or destrucƟon asto whether or not the damage is ParƟal or Total. (b) "Premises Total DestrucƟon" shall mean damage or destrucƟon to the improvements on the Premises, other than Lessee Owned AlteraƟons and UƟlity InstallaƟons and Trade Fixtures, which cannot reasonably be repaired in 3 months or lessfrom the date of the damage or destrucƟon and/or the cost thereof exceeds a sum equal to 6 month's Base Rent. Lessor shall noƟfy Lessee in wriƟng within 30 days from the date of the damage or destrucƟon as to whether or not the damage is ParƟal or Total.
(c) "Insured Loss" shall mean damage or destrucƟon to improvements on the Premises, other than Lessee Owned AlteraƟons and UƟlity InstallaƟons and Trade Fixtures, which was caused by an event required to be covered by the insurance described inParagraph 8 of this Lease (See Addendum Paragraph 3)Paragraph 8.3(a), irrespecƟve of any deducƟble amounts or coverage limitsinvolved. (d) "Replacement Cost" shall mean the cost to repair or rebuild the improvements owned by Lessor at the Ɵme of the occurrence to their condiƟon exisƟng immediately prior thereto, including demoliƟon, debris removal and upgrading required by the operaƟon of Applicable Requirements, and without deducƟon for depreciaƟon.
(e) "Hazardous Substance CondiƟon" shall mean the occurrence or discovery of a condiƟon involving the presence of, or a contaminaƟon by, a Hazardous Substance, in, on, or under the Premises which requires restoraƟon.

9.2 ParƟal Damage - Insured Loss. If a Premises ParƟal Damage that is an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair such damage (but not Lessee's Trade Fixtures or Lessee Owned AlteraƟons and UƟlity InstallaƟons) as soon as reasonably possible and this Lease shall conƟnue in full force and effect; provided, however, that Lessee shall, at Lessor's elecƟon, make the repair of any damage or destrucƟon the total cost to repair of which is $5,000 or less, and, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basisfor that purpose. Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the Insuring Party shall promptly contribute the shortage in proceeds as and when required to complete said repairs. In the event, however, such shortage was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligaƟon to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days following receipt of wriƩen noƟce ofsuch shortage and request therefor. If Lessor receivessaid funds or adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them assoon asreasonably possible and this Lease shall remain in full force and effect. If such funds or

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assurance are not received, Lessor may nevertheless elect by wriƩen noƟce to Lessee within 10 days thereaŌer to: (i) make such restoraƟon and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect, or (ii) have this Lease terminate 30 daysthereaŌer. Lessee shall not be enƟtled to reimbursement of any funds contributed by Lessee to repair any such damage or destrucƟon. Premises ParƟal Damage due to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party.

9.3 ParƟal Damage - Uninsured Loss. If a Premises ParƟal Damage that is not an Insured Loss occurs, unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee's expense), Lessor may either: (i) repair such damage as soon as reasonably possible at Lessor's expense (subject to reimbursement pursuant to Paragraph 4.2), in which event this Lease shall conƟnue in full force and effect, or (ii) terminate this Lease by giving wriƩen noƟce to Lessee within 30 days aŌer receipt by Lessor of knowledge of the occurrence of such damage. Such terminaƟon shall be effecƟve 60 days following the date of such noƟce. In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days aŌer receipt of the terminaƟon noƟce to give wriƩen noƟce to Lessor of Lessee's commitment to pay for the repair ofsuch damage without reimbursement from Lessor. Lessee shall provide Lessor with said funds or saƟsfactory assurance thereof within 30 days aŌer making such commitment. In such event this Lease shall conƟnue in full force and effect, and Lessor shall proceed to make such repairs as soon asreasonably possible aŌer the required funds are available. If Lessee does not make the required commitment, this Lease shall terminate as of the date specified in the terminaƟon noƟce.

9.4 Total DestrucƟon. Notwithstanding any other provision hereof, if a Premises Total DestrucƟon occurs, this Lease shall terminate 60 days following such DestrucƟon. If the damage or destrucƟon was caused by the gross negligence or willful misconduct of Lessee, Lessor shall have the right to recover Lessor's damages from Lessee,. except as provided in Paragraph 8.6.

9.5 Damage Near End of Term. If at any Ɵme during the last 6 months of this Lease there is damage for which the cost to repair exceeds one month's Base Rent, whether or not an Insured Loss, Lessor may terminate this Lease effecƟve 60 daysfollowing the date of occurrence of such damage by giving a wriƩen terminaƟon noƟce to Lessee within 30 days aŌer the date of occurrence ofsuch damage. Notwithstanding the foregoing, if Lessee at that Ɵme has an exercisable opƟon to extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by, (a) exercising such opƟon and (b) providing Lessor with any shortage in insurance proceeds(or adequate assurance thereof) needed to make the repairs on or before the earlier of (i) the date which is 10 days aŌer Lessee's receipt of Lessor's wriƩen noƟce purporƟng to terminate this Lease, or (ii) the day prior to the date upon which such opƟon expires. If Lessee duly exercises such opƟon during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessor's commercially reasonable expense, repair such damage as soon asreasonably possible and this Lease shall conƟnue in full force and effect. If Lessee fails to exercise such opƟon and provide such funds or assurance during such period, then this Lease shall terminate on the date specified in the terminaƟon noƟce and Lessee's opƟon shall be exƟnguished.

9.6 Abatement of Rent; Lessee's Remedies.
(a) Abatement. In the event of Premises ParƟal Damage or Premises Total DestrucƟon or a Hazardous Substance CondiƟon for which Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediaƟon or restoraƟon of such damage shall be abated in proporƟon to the degree to which Lessee's use of the Premises is impaired, but not to exceed the proceeds received from the Rental Value insurance. All other obligaƟons of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destrucƟon, remediaƟon, repair or restoraƟon except as provided herein.
(b) Remedies. If Lessor is obligated to repair or restore the Premises and does not commence, in a substanƟal and meaningful way, such repair or restoraƟon within 90 days aŌersuch obligaƟon shall accrue, Lessee may, at any Ɵme prior to the commencement of such repair or restoraƟon, give wriƩen noƟce to Lessor and to any Lenders of which Lessee has actual noƟce, of Lessee's elecƟon to terminate this Lease on a date not lessthan 60 days following the giving of such noƟce. If Lessee givessuch noƟce and such repair or restoraƟon is not commenced within 30 days thereaŌer, this Lease shall terminate as of the date specified in said noƟce. If the repair or restoraƟon is commenced within such 30 days, this Lease shall conƟnue in full force and effect. "Commence" shall mean either the uncondiƟonal authorizaƟon of the preparaƟon of the required plans, or the beginning of the actual work on the Premises, whichever first occurs.

9.7 TerminaƟon; Advance Payments. Upon terminaƟon of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addiƟon, return to Lessee so much of Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor.

10. Real Property Taxes.

10.1 DefiniƟons. As used herein, the term "Real Property Taxes" shall include any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed upon or levied against any legal or equitable interest of Lessor in the Project, Lessor'sright to other income therefrom, and/or Lessor's business of leasing, by any authority having the direct or indirect powerto tax and where the funds are generated with reference to the Project address. "Real Property Taxes" shall also include any tax, fee, levy, assessment or charge, or any increase therein: (i) imposed by reason of events occurring during the term of this Lease, including but not limited to, a change in the ownership of the Project, (ii) a change in the improvements thereon, and/or (iii) levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease.

10.2 Payment of Taxes. Except as otherwise provided in Paragraph 10.3, Lessor shall pay the Real Property Taxes applicable to the Project, and said payments shall be included in the calculaƟon of OperaƟng Expenses in accordance with the provisions of Paragraph 4.2.

10.3 AddiƟonal Improvements. OperaƟng Expenses shall not include Real Property Taxes specified in the tax assessor's records and work sheets as being caused by addiƟonal improvements placed upon the Project by other lessees or by Lessor for the exclusive enjoyment of such other lessees. Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at the Ɵme OperaƟng Expenses are payable under Paragraph 4.2, the enƟrety of any increase in Real Property Taxes if assessed solely by reason of AlteraƟons, Trade Fixtures or UƟlity InstallaƟons placed upon the Premises by Lessee or at Lessee'srequest or by reason of any alteraƟons or improvementsto the Premises made by Lessor subsequent to the execuƟon of this Lease by the ParƟes.

10.4 Joint Assessment. If the Building is not separately assessed, Real Property Taxes allocated to the Building shall be an equitable proporƟon of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed, such proporƟon to be determined by Lessor from the respecƟve valuaƟons assigned in the assessor's work sheets or such other informaƟon as may be reasonably available. Lessor's reasonable determinaƟon thereof, in good faith, shall be conclusive.

10.5 Personal Property Taxes. Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee Owned AlteraƟons and UƟlity InstallaƟons, Trade Fixtures, furnishings, equipment and all personal property of Lessee contained in the Premises. When possible, Lessee shall cause its Lessee Owned AlteraƟons and UƟlity InstallaƟons, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessee'ssaid property shall be assessed with Lessor'sreal property, Lessee shall pay Lessor the taxes aƩributable to Lessee's property within 10 days aŌer receipt of a wriƩen statement seƫng forth the taxes applicable to Lessee's property.

11. UƟliƟes and Services.

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11.1 Services Provided by Lessor. Lessor shall provide heaƟng, venƟlaƟon, air condiƟoning, reasonable amounts of electricity for normal lighƟng and office machines, water for reasonable and normal drinking and lavatory use in connecƟon with an office, and replacement light bulbs and/or fluorescent tubes and ballasts forstandard overhead fixtures. Lessor shall also provide janitorial services to the Premises and Common Areas 5 Ɵmes per week, excluding Building Holidays, or pursuant to the aƩached janitorial schedule, if any. Lessor shall not, however, be required to provide janitorial services to kitchens or storage areas included within the Premises.

11.2 Services Exclusive to Lessee. Notwithstanding the provisions of paragraph 11.1, Lessee shall pay for all water, gas, light, power, telephone and other uƟliƟes and servicesspecially or exclusively supplied and/or metered exclusively to the Premises or to Lessee, together with any taxesthereon. Notwithstanding the provisions of Paragraph 4.2(vi), if a service is deleted by Paragraph 1.13 and such service is notseparately metered to the Premises, Lessee shall pay at Lessor's opƟon, either Lessee's Share or a reasonable proporƟon to be determined by Lessor of all charges for such jointly metered service.

11.3 Hours of Service. Said services and uƟliƟesshall be provided during Ɵmesset forth in Paragraph 1.12. UƟliƟes and servicesrequired at other Ɵmes shall be subject to advance request and reimbursement by Lessee to Lessor of the cost thereof.

11.4 Excess Usage by Lessee. Lessee shall not make connecƟon to the uƟliƟes except by or through exisƟng outlets and shall not install or use machinery or equipment in or about the Premises that uses excess water, lighƟng or power, or suffer or permit any act that causes extra burden upon the uƟliƟes or services, including but not limited to security and trash services, over standard office usage for the Project. Lessor shall require Lessee to reimburse Lessor for any excess expenses or costs that may arise out of a breach of this subparagraph by Lessee. Lessor may, in itssole discreƟon, install at Lessee's expense supplemental equipment and/or separate metering applicable to Lessee's excess usage or loading.

11.5 InterrupƟons. There shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interrupƟon or disconƟnuance of any uƟlity or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor's reasonable control or in cooperaƟon with governmental request or direcƟons.

11.6 Within fiŌeen days of Lessor’s wriƩen request, Lessee agrees to deliver to Lessor such informaƟon, documents and/or authorizaƟon as Lessor needs in order for Lessorto comply with new or exisƟng Applicable Requirements relaƟng to commercial building energy usage, raƟngs, and/or the reporƟng thereof.

12. Assignment and Subleƫng.

12.1 Lessor's Consent Required.
(a) Lessee shall not voluntarily or by operaƟon of law assign, transfer, mortgage or encumber (collecƟvely, "assign or assignment") orsublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior wriƩen consent. (b) Unless Lessee is a corporaƟon and its stock is publicly traded on a naƟonal stock exchange, a change in the control of Lessee shall consƟtute an assignment requiring consent. The transfer, on a cumulaƟve basis, of 25% or more of the voƟng control of Lessee shall consƟtute a change in control for this purpose. (c) The involvement of Lessee or its assets in any transacƟon, or series of transacƟons (by way of merger, sale, acquisiƟon, financing, transfer, leveraged buyout or otherwise), whether or not a formal assignment or hypothecaƟon of this Lease or Lessee's assets occurs, which results or willresult in a reducƟon of the Net Worth of Lessee by an amount greater than 25% of such Net Worth asit was represented at the Ɵme of the execuƟon of this Lease or at the Ɵme of the most recent assignment to which Lessor has consented, or as it exists immediately prior to said transacƟon or transacƟons consƟtuƟng such reducƟon, whichever was or is greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent. "Net Worth of Lessee" shall mean the net worth of Lessee (excluding any guarantors) established under generally accepted accounƟng principles. (d) An assignment or subleƫng without consentshall, at Lessor's opƟon, be a Default curable aŌer noƟce per Paragraph 13.1(d), or a noncurable Breach without the necessity of any noƟce and grace period. If Lessor elects to treatsuch unapproved assignment or subleƫng as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days wriƩen noƟce, increase the monthly Base Rent to 110% of the Base Rent then in effect. Further, in the event ofsuch Breach and rental adjustment, (i) the purchase price of any opƟon to purchase the Premises held by Lessee shall be subject to similar adjustment to 110% of the price previously in effect, and (ii) all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent.
(e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injuncƟve relief. (f) Lessor may reasonably withhold consent to a proposed assignment or subleƫng if Lessee is in Default at the Ɵme consent is requested. (g) Notwithstanding the foregoing, allowing a de minimis porƟon of the Premises, ie. 20 square feet or less, to be used by a third party vendor in connecƟon with the installaƟon of a vending machine or payphone shall not consƟtute a subleƫng.

12.2 Terms and CondiƟons Applicable to Assignment and Subleƫng. (a) Regardless of Lessor's consent, no assignment orsubleƫng shall : (i) be effecƟve without the express wriƩen assumpƟon by such assignee or sublessee of the obligaƟons of Lessee under this Lease, (ii) release Lessee of any obligaƟons hereunder, or (iii) alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligaƟons to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligaƟons from any person other than Lessee pending approval or disapproval of an assignment.

Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall consƟtute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's Default or Breach.
(c) Lessor's consent to any assignment orsubleƫng shall not consƟtute a consent to any subsequent assignment orsubleƫng. (d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligaƟons under this Lease, including any assignee or sublessee, without first exhausƟng Lessor's remedies against any other person or enƟty responsible therefor to Lessor, or any security held by Lessor. (e) Each request for consent to an assignment or subleƫng shall be in wriƟng, accompanied by informaƟon relevant to Lessor's determinaƟon as to the financial and operaƟonal responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modificaƟon of the Premises, if any, together with a fee of $500 as consideraƟon for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or addiƟonal informaƟon and/or documentaƟon as may be reasonably requested. (See also Paragraph 36) (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepƟng such assignment, entering into such sublease, or entering into possession of the Premises or any porƟon thereof, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condiƟon and obligaƟon herein to be observed or performed by Lessee during the term of said assignment orsublease, other than such obligaƟons as are contrary to or inconsistent with provisions of an assignment orsublease to which Lessor hasspecifically consented to in wriƟng. (g) Lessor's consent to any assignment or subleƫng shall not transfer to the assignee or sublessee any OpƟon granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in wriƟng. (See Paragraph 39.2)

12.3 AddiƟonal Terms and CondiƟons Applicable to Subleƫng. The following terms and condiƟons shall apply to any subleƫng by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein:

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(a) Lessee hereby assigns and transfersto Lessor all of Lessee's interest in all Rent payable on any sublease, and Lessor may collectsuch Rent and apply same toward Lessee's obligaƟons under this Lease; provided, however, that unƟl a Breach shall occur in the performance of Lessee's obligaƟons, Lessee may collect said Rent. In the event that the amount collected by Lessor exceeds Lessee's then outstanding obligaƟons any such excess shall be refunded to Lessee. Lessor shall not, by reason of the foregoing or any assignment ofsuch sublease, nor by reason of the collecƟon of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee's obligaƟons to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a wriƩen noƟce from Lessor staƟng that a Breach exists in the performance of Lessee's obligaƟons under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such noƟce from Lessor and shall pay all Rents to Lessor without any obligaƟon or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary. (b) In the event of a Breach by Lessee, Lessor may, at its opƟon, require sublessee to aƩorn to Lessor, in which event Lessor shall undertake the obligaƟons of the sublessor undersuch sublease from the Ɵme of the exercise of said opƟon to the expiraƟon of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor. (c) Any maƩer requiring the consent of the sublessor under a sublease shall also require the consent of Lessor. (d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor's prior wriƩen consent. (e) Lessor shall deliver a copy of any noƟce of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of Lessee within the grace period, if any,specified in such noƟce. The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee.

13. Default; Breach; Remedies.

13.1 Default; Breach. A "Default" is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, condiƟons or Rules and RegulaƟons under this Lease. A "Breach" is defined as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period:
(a) The abandonment of the Premises; or the vacaƟng of the Premises without providing a commercially reasonable level of security, or where the coverage of the property insurance described in Paragraph 8.3 8 (See Addendum Paragraph 3)is jeopardized as a result thereof, or without providing reasonable assurances to minimize potenƟal vandalism. (b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligaƟon under this Lease which endangers or threatens life or property, where such failure conƟnues for a period of 3 business daysfollowing wriƩen noƟce to Lessee. THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF

RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE PREMISES.
(c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste, act or acts consƟtuƟng public or private nuisance, and/or an illegal acƟvity on the Premises by Lessee, where such acƟons conƟnue for a period of 3 business days following wriƩen noƟce to Lessee. In the event that Lessee commits waste, a nuisance or an illegal acƟvity a second Ɵme then, the Lessor may elect to treat such conduct as a non-curable Breach rather than a Default.
(d) The failure by Lessee to provide (i) reasonable wriƩen evidence of compliance with Applicable Requirements, (ii) the service contracts, (iii) the rescission of an unauthorized assignment or subleƫng, (iv) an Estoppel CerƟficate or financial statements, (v) a requested subordinaƟon, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 41, (viii) material safety data sheets (MSDS), or (ix) any other documentaƟon or informaƟon which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure conƟnues for a period of 10 daysfollowing wriƩen noƟce to Lessee.
(e) A Default by Lessee asto the terms, covenants, condiƟons or provisions of this Lease, or of the rules adopted under Paragraph 2.9 hereof, other than those described in subparagraphs 13.1(a), (b) or (c), above, where such Default conƟnues for a period of 30 days aŌer wriƩen noƟce; provided, however, that if the nature of Lessee's Default issuch that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereaŌer diligently prosecutes such cure to compleƟon. (f) The occurrence of any of the following events: (i) the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a "debtor" as defined in 11 U.S.C. § 101 or any successor statute thereto (unless, in the case of a peƟƟon filed against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substanƟally all of Lessee's assets located at the Premises or of Lessee'sinterest in this Lease, where possession is not restored to Lessee within 30 days; or (iv) the aƩachment, execuƟon or other judicial seizure of substanƟally all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where such seizure is not discharged within 30 days; provided, however, in the event that any provision of this subparagraph is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions. (g) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false. (h) If the performance of Lessee's obligaƟons under this Lease is guaranteed: (i) the death of a Guarantor, (ii) the terminaƟon of a Guarantor's liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a Guarantor's becoming insolvent or the subject of a bankruptcy filing, (iv) a Guarantor's refusal to honor the guaranty, or (v) a Guarantor's breach of its guaranty obligaƟon on an anƟcipatory basis, and Lessee's failure, within 60 days following wriƩen noƟce of any such event, to provide wriƩen alternaƟve assurance or security, which, when coupled with the then exisƟng resources of Lessee, equals or exceedsthe combined financial resources of Lessee and the Guarantors that existed at the Ɵme of execuƟon of this Lease.

13.2 Remedies. If Lessee fails to perform any of its affirmaƟve duƟes or obligaƟons, within 10 days aŌer wriƩen noƟce (or in case of an emergency, without noƟce), Lessor may, at its opƟon, perform such duty or obligaƟon on Lessee's behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. Lessee shall pay to Lessor an amount equal to 115% of the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor. In the event of a Breach, Lessor may, with or without further noƟce or demand, and without limiƟng Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach:
(a) Terminate Lessee'sright to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be enƟtled to recover from Lessee: (i) the unpaid Rent which had been earned at the Ɵme of terminaƟon; (ii) the worth at the Ɵme of award of the amount by which the unpaid rent which would have been earned aŌer terminaƟon unƟl the Ɵme of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the Ɵme of award of the amount by which the unpaid rent for the balance of the term aŌer the Ɵme of award exceeds the amount of such rental lossthat the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure to perform its obligaƟons under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of releƫng, including necessary renovaƟon and alteraƟon of the Premises, reasonable aƩorneys' fees, and that porƟon of any leasing commission paid by Lessor in connecƟon with this

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Lease applicable to the unexpired term of this Lease. The worth at the Ɵme of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounƟng such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the Ɵme of award plus one percent. Efforts by Lessor to miƟgate damages caused by Lessee's Breach of this Lease shall not waive Lessor's right to recover any damagesto which Lessor is otherwise enƟtled. If terminaƟon of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a noƟce and grace period required under Paragraph 13.1 was not previously given, a noƟce to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also consƟtute the noƟce required by Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periodsshall consƟtute both an unlawful detainer and a Breach of this Lease enƟtling Lessor to the remedies provided for in this Lease and/or by said statute. (b) ConƟnue the Lease and Lessee's right to possession and recover the Rent asit becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitaƟons. Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessor'sinterests, shall not consƟtute a terminaƟon of the Lessee's right to possession.
(c) Pursue any other remedy now or hereaŌer available under the laws or judicial decisions of the state wherein the Premises are located. The expiraƟon or terminaƟon of this Lease and/or the terminaƟon of Lessee'sright to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to maƩers occurring or accruing during the term hereof or by reason of Lessee's occupancy of the Premises.

13.3 Inducement Recapture. Any agreement for free or abated rent or other charges, the cost of tenant improvementsfor Lessee paid for or performed by Lessor, or for the giving or paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideraƟon for Lessee's entering into this Lease, all of which concessions are hereinaŌer referred to as "Inducement Provisions," shall be deemed condiƟoned upon Lessee's full and faithful performance of all of the terms, covenants and condiƟons of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall automaƟcally be deemed deleted from this Lease and of no further force or effect, and any rent, other charge, bonus, inducement or consideraƟon theretofore abated, given or paid by Lessor under such an Inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure ofsaid Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which iniƟated the operaƟon of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in wriƟng by Lessor at the Ɵme of such acceptance.

13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costsinclude, but are not limited to, processing and accounƟng charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within 5 days aŌer such amountshall be due, then, without any requirement for noƟce to Lessee, Lessee shall immediately pay to Lessor a one-Ɵme late charge equal to 10% of each such overdue amount or $100, whichever is greater. The parƟes hereby agree that such late charge represents a fair and reasonable esƟmate of the costs Lessor will incur by reason ofsuch late payment.

Acceptance of such late charge by Lessor shall in no event consƟtute a waiver of Lessee's Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for 3 consecuƟve installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor's opƟon, become due and payable quarterly in advance.

13.5 Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due shall bear interest from the 31st day aŌer it was due. The interest ("Interest") charged shall be computed at the rate of 10% per annum but shall not exceed the maximum rate allowed by law. Interest is payable in addiƟon to the potenƟal late charge provided for in Paragraph 13.4.

13.6 Breach by Lessor. (See Addendum Paragraph 4)
(a) NoƟce of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable Ɵme to perform an obligaƟon required to be performed by Lessor. For purposes of this Paragraph, a reasonable Ɵme shall in no event be less than 30 days aŌer receipt by Lessor, and any Lender whose name and address shall have been furnished to Lessee in wriƟng for such purpose, of wriƩen noƟce specifying wherein such obligaƟon of Lessor has not been performed; provided, however, that if the nature of Lessor's obligaƟon issuch that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 day period and thereaŌer diligently pursued to compleƟon. (b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30 days aŌer receipt of said noƟce, or if having commenced said cure they do not diligently pursue it to compleƟon, then Lessee may elect to cure said breach at Lessee's expense and offset from Rent the actual and reasonable cost to perform such cure, provided, however, thatsuch offset shall not exceed an amount equal to the greater of one month's Base Rent or the Security Deposit, reserving Lessee'sright to seek reimbursement from Lessor for any such expense in excess of such offset. Lessee shall document the cost ofsaid cure and supply said documentaƟon to Lessor.

14. CondemnaƟon. If the Premises or any porƟon thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (collecƟvely "CondemnaƟon"), this Lease shall terminate as to the part taken as of the date the condemning authority takes Ɵtle or possession, whichever first occurs.

If more than 10% of the rentable floor area of the Premises, or more than 25% of Lessee's Reserved Parking Spaces, if any, are taken by CondemnaƟon, Lessee may, at Lessee's opƟon, to be exercised in wriƟng within 10 days aŌer Lessor shall have given Lessee wriƩen noƟce of such taking (or in the absence of such noƟce, within 10 days aŌer the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takessuch possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the porƟon of the Premises remaining, except that the Base Rent shall be reduced in proporƟon to the reducƟon in uƟlity of the Premises caused by such CondemnaƟon. CondemnaƟon awards and/or payments shall be the property of Lessor, whethersuch award shall be made as compensaƟon for diminuƟon in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be enƟtled to any compensaƟon paid by the condemnor for Lessee'srelocaƟon expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All AlteraƟons and UƟlity InstallaƟons made to the Premises by Lessee, for purposes of CondemnaƟon only, shall be considered the property of the Lessee and Lessee shall be enƟtled to any and all compensaƟon which is payable therefor. In the event that this Lease is not terminated by reason of the CondemnaƟon, Lessor shall repair any damage to the Premises caused by such CondemnaƟon.

15. Brokerage Fees.

15.1 AddiƟonal Commission. In addiƟon to the payments owed pursuant to Paragraph 1.10 above, Lessor agrees that: (a) if Lessee exercises any OpƟon, (b) if Lessee or anyone affiliated with Lessee acquires from Lessor any rights to the Premises or other premises owned by Lessor and located within the Project, (c) if Lessee remainsin possession of the Premises, with the consent of Lessor, aŌer the expiraƟon of this Lease, or (d) if Base Rent isincreased, whether by agreement or operaƟon of an escalaƟon clause herein, then, Lessor shall pay Brokers a fee in accordance with the fee schedule of the Brokersin effect at the Ɵme the Lease was executed.

15.2 AssumpƟon of ObligaƟons. Any buyer or transferee of Lessor'sinterest in this Lease shall be deemed to have assumed Lessor's obligaƟon hereunder.

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Brokersshall be third party beneficiaries of the provisions of Paragraphs 1.10, 15, 22 and 31. If Lessor fails to pay to Brokers any amounts due as and for brokerage fees pertaining to this Lease when due, then such amountsshall accrue Interest. In addiƟon, if Lessor fails to pay any amountsto Lessee's Broker when due, Lessee's Broker may send wriƩen noƟce to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within 10 days aŌer said noƟce, Lessee shall pay said monies to its Broker and offset such amounts against Rent. In addiƟon, Lessee's Broker shall be deemed to be a third party beneficiary of any commission agreement entered into by and/or between Lessor and Lessor's Broker for the limited purpose of collecƟng any brokerage fee owed.

15.3 RepresentaƟons and IndemniƟes of Broker RelaƟonships. Lessee and Lessor each represent and warrant to the other that it has had no dealings with any person, firm, broker, agent or finder (other than the Brokers and Agents, if any) in connecƟon with this Lease, and that no one other than said named Brokers and Agentsis enƟtled to any commission or finder's fee in connecƟon herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensaƟon or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or acƟons of the indemnifying Party, including any costs, expenses, aƩorneys' feesreasonably incurred with respect thereto.

16. Estoppel CerƟficates.
(a) Each Party (as "Responding Party") shall within 10 days aŌer wriƩen noƟce from the other Party (the "RequesƟng Party") execute, acknowledge and deliver to the RequesƟng Party a statement in wriƟng in form similar to the then most current "Estoppel CerƟficate" form published BY AIR CRE, plussuch addiƟonal informaƟon, confirmaƟon and/or statements as may be reasonably requested by the RequesƟng Party. (b) If the Responding Party shall failto execute or deliver the Estoppel CerƟficate within such 10 day period, the RequesƟng Party may execute an Estoppel CerƟficate staƟng that: (i) the Lease isin full force and effect without modificaƟon except as may be represented by the RequesƟng Party, (ii) there are no uncured defaults in the RequesƟng Party's performance, and (iii) if Lessor isthe RequesƟng Party, not more than one month's rent has been paid in advance.

ProspecƟve purchasers and encumbrancers may rely upon the RequesƟng Party's Estoppel CerƟficate, and the Responding Party shall be estopped from denying the truth of the facts contained in said CerƟficate. In addiƟon, Lessee acknowledges that any failure on its part to provide such an Estoppel CerƟficate will expose Lessor to risks and potenƟally cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to execute and/or deliver a requested Estoppel CerƟficate in a Ɵmely fashion the monthly Base Rentshall be automaƟcally increased, without any requirement for noƟce to Lessee, by an amount equal to 10% of the then exisƟng Base Rent or $100, whichever is greater for remainder of the Lease. The ParƟes agree that such increase in Base Rent represents fair and reasonable compensaƟon for the addiƟonal risk/costs that Lessor will incur by reason of Lessee's failure to provide the Estoppel CerƟficate. Such increase in Base Rentshall in no event consƟtute a waiver of Lessee's Default or Breach with respect to the failure to provide the Estoppel CerƟficate nor prevent the exercise of any of the other rights and remedies granted hereunder. (c) If Lessor desiresto finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantorsshall within 10 days aŌer wriƩen noƟce from Lessor deliver to any potenƟal lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including but not limited to Lessee's financial statementsfor the past 3 years. Allsuch financial statementsshall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.

17. DefiniƟon of Lessor. The term "Lessor" as used herein shall mean the owner or owners at the Ɵme in quesƟon of the fee Ɵtle to the Premises, or, if thisis a sublease, of the Lessee's interest in the prior lease. In the event of a transfer of Lessor's Ɵtle or interest in the Premises orthis Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligaƟons and/or covenants under this Lease thereaŌer to be performed by the Lessor.

Subject to the foregoing, the obligaƟons and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined.

18. Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdicƟon, shall in no way affect the validity of any other provision hereof.

19. Days. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Lease shall mean and refer to calendar days.

20. LimitaƟon on Liability. The obligaƟons of Lessor under this Lease shall not consƟtute personal obligaƟons of Lessor, or its partners, members, directors, officers or shareholders, and Lessee shall look to the Project, and to no other assets of Lessor, for the saƟsfacƟon of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor's partners, members, directors, officers or shareholders, or any of their personal assets for such saƟsfacƟon.

21. Time of Essence. Time is of the essence with respect to the performance of all obligaƟons to be performed or observed by the ParƟes under this Lease.

22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the ParƟes with respect to any maƩer menƟoned herein, and no other prior or contemporaneous agreement or understanding shall be effecƟve. Lessor and Lessee each represents and warrantsto the Brokers that it has made, and isrelying solely upon, its own invesƟgaƟon asto the nature, quality, character and financial responsibility of the other Party to this Lease and asto the use, nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party.

23. NoƟces.

23.1 NoƟce Requirements. All noƟces required or permiƩed by this Lease or applicable law shall be in wriƟng and may be delivered in person (by hand or by courier) or may be sent by regular, cerƟfied or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, or by email, and shall be deemed sufficiently given ifserved in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery or mailing of noƟces. Either Party may by wriƩen noƟce to the otherspecify a different address for noƟce, except that upon Lessee's taking possession of the Premises, the Premises shall consƟtute Lessee's address for noƟce. A copy of all noƟces to Lessor shall be concurrently transmiƩed to such party or parƟes at such addresses as Lessor may from Ɵme to Ɵme hereaŌer designate in wriƟng.

23.2 Date of NoƟce. Any noƟce sent by registered or cerƟfied mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date isshown, the postmark thereon. If sent by regular mail the noƟce shall be deemed given 72 hours aŌer the same is addressed as required herein and mailed with postage prepaid. NoƟces delivered by United States Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24 hours aŌer delivery of the same to the Postal Service or courier. NoƟces delivered by hand, or transmiƩed by facsimile transmission or by email shall be deemed delivered upon actual receipt. If noƟce is received on a Saturday, Sunday or legal holiday, itshall be deemed received on the next business day.

23.3 OpƟons. Notwithstanding the foregoing, in order to exercise any OpƟons (see paragraph 39), the NoƟce must be sent by CerƟfied Mail (return receipt requested), Express Mail (signature required), courier (signature required) or some other methodology that provides a receipt establishing the date the noƟce was received by the Lessor.

24. Waivers.

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(a) No waiver by Lessor of the Default or Breach of any term, covenant or condiƟon hereof by Lessee, shall be deemed a waiver of any other term, covenant or condiƟon hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condiƟon hereof. Lessor's consent to, or approval of, any actshall not be deemed to render unnecessary the obtaining of Lessor's consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent. (b) The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of monies or damages due Lessor, notwithstanding any qualifying statements or condiƟons made by Lessee in connecƟon therewith, which such statements and/or condiƟons shall be of no force or effect whatsoever unless specifically agreed to in wriƟng by Lessor at or before the Ɵme of deposit of such payment. (c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE.

25. Disclosures Regarding The Nature of a Real Estate Agency RelaƟonship. (a) When entering into a discussion with a real estate agent regarding a real estate transacƟon, a Lessor or Lessee should from the outset understand what type of agency relaƟonship or representaƟon it has with the agent or agents in the transacƟon. Lessor and Lessee acknowledge being advised by the Brokers in thistransacƟon, asfollows:
(i) Lessor's Agent. A Lessor's agent under a lisƟng agreement with the Lessor acts as the agent for the Lessor only. A Lessor's agent or subagent hasthe following affirmaƟve obligaƟons: To the Lessor: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessor. To the Lessee and the Lessor: (a) Diligent exercise of reasonable skills and care in performance of the agent's duƟes. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecƟng the value or desirability of the property that are not known to, or within the diligent aƩenƟon and observaƟon of, the ParƟes. An agent is not obligated to reveal to either Party any confidenƟal informaƟon obtained from the other Party which does not involve the affirmaƟve duƟes set forth above.
(ii) Lessee's Agent. An agent can agree to act as agent for the Lessee only. In these situaƟons, the agent is not the Lessor's agent, even if by agreement the agent may receive compensaƟon for servicesrendered, either in full or in part from the Lessor. An agent acƟng only for a Lessee hasthe following affirmaƟve obligaƟons. To the Lessee: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessee. To the Lessee and the Lessor: (a) Diligent exercise of reasonable skills and care in performance of the agent's duƟes. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecƟng the value or desirability of the property that are not known to, or within the diligent aƩenƟon and observaƟon of, the ParƟes.

An agent is not obligated to reveal to either Party any confidenƟal informaƟon obtained from the other Party which does not involve the affirmaƟve duƟesset forth above.
(iii) Agent RepresenƟng Both Lessor and Lessee. A real estate agent, either acƟng directly or through one or more associate licenses, can legally be the agent of both the Lessor and the Lessee in a transacƟon, but only with the knowledge and consent of both the Lessor and the Lessee. In a dual agency situaƟon, the agent has the following affirmaƟve obligaƟons to both the Lessor and the Lessee: (a) A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Lessor or the Lessee. (b) Other duƟesto the Lessor and the Lessee asstated above in subparagraphs (i) or (ii). In represenƟng both Lessor and Lessee, the agent may not, without the express permission of the respecƟve Party, disclose to the other Party confidenƟal informaƟon, including, but not limited to, facts relaƟng to either Lessee’s or Lessor’s financial posiƟon, moƟvaƟons, bargaining posiƟon, or other personal informaƟon that may impact rent, including Lessor’s willingness to accept a rent less than the lisƟng rent or Lessee’s willingness to pay rent greater than the rent offered. The above duƟes of the agent in a real estate transacƟon do not relieve a Lessor or Lessee from the responsibility to protect their own interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding of the transacƟon. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional. Both Lessor and Lessee should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transacƟon can be complex and subject to change. (b) Brokers have no responsibility with respect to any default or breach hereof by either Party. The ParƟes agree that no lawsuit or other legal proceeding involving any breach of duty, error or omission relaƟng to this Lease may be brought against Broker more than one year aŌer the Start Date and that the liability (including court costs and aƩorneys' fees), of any Broker with respect to any such lawsuit and/or legal proceeding shall not exceed the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitaƟon on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker.
(c) Lessor and Lessee agree to idenƟfy to Brokers as "ConfidenƟal" any communicaƟon or informaƟon given Brokers that is considered by such Party to be confidenƟal.

26. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiraƟon or terminaƟon of this Lease. In the event that Lessee holds over, then the Base Rent shall be increased to 150% of the Base Rent applicable immediately preceding the expiraƟon or terminaƟon.

Holdover Base Rentshall be calculated on a monthly basis. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee.

27. CumulaƟve Remedies. No remedy or elecƟon hereunder shall be deemed exclusive but shall, wherever possible, be cumulaƟve with all other remedies at law or in equity.

28. Covenants and CondiƟons; ConstrucƟon of Agreement. All provisions of this Lease to be observed or performed by Lessee are both covenants and condiƟons.

In construing this Lease, all headings and Ɵtles are for the convenience of the ParƟes only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed asif prepared by one of the ParƟes, but rather according to itsfair meaning as a whole, asif both ParƟes had prepared it.

29. Binding Effect; Choice of Law. This Lease shall be binding upon the parƟes, their personal representaƟves, successors and assigns and be governed by the laws of the State in which the Premises are located. Any liƟgaƟon between the ParƟes hereto concerning this Lease shall be iniƟated in the county in which the Premises are located.

30. SubordinaƟon; AƩornment; Non-Disturbance.

30.1 SubordinaƟon. This Lease and any OpƟon granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecaƟon or security device (collecƟvely, "Security Device"), now or hereaŌer placed upon the Premises, to any and all advances made on the security thereof, and to all renewals, modificaƟons, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as "Lender") shall have no liability or obligaƟon to perform any of the obligaƟons of Lessor under this Lease. Any Lender may elect to have this Lease and/or any OpƟon granted hereby superior to the lien of its Security Device by giving wriƩen noƟce thereof to Lessee, whereupon this Lease and such OpƟons shall be deemed prior to such Security Device, notwithstanding the relaƟve dates of the documentaƟon or recordaƟon thereof.

30.2 AƩornment. In the event that Lessor transfers Ɵtle to the Premises, or the Premises are acquired by another upon the foreclosure or terminaƟon of a

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Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph 30.3, aƩorn to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the elecƟon of the new owner, this Lease will automaƟcally become a new lease between Lessee and such new owner, and (ii) Lessor shall thereaŌer be relieved of any further obligaƟons hereunder and such new owner shall assume all of Lessor's obligaƟons, except that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisiƟon of ownership; (b) be subject to any offsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month'srent, or (d) be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner.

30.3 Non-Disturbance. With respect to Security Devices entered into by Lessor aŌer the execuƟon of this Lease, Lessee'ssubordinaƟon of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a "Non-Disturbance Agreement") from the Lender which Non-Disturbance Agreement provides that Lessee's possession of the Premises, and this Lease, including any opƟonsto extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and aƩorns to the record owner of the Premises. Further, within 60 days aŌer the execuƟon of this Lease, Lessor shall, if requested by Lessee, use its commercially reasonable effortsto obtain a Non-Disturbance Agreement from the holder of any pre-exisƟng Security Device which is secured by the Premises. In the event that Lessor is unable to provide the Non-Disturbance Agreement within said 60 days, then Lessee may, at Lessee's opƟon, directly contact Lender and aƩempt to negoƟate for the execuƟon and delivery of a Non-Disturbance Agreement.

30.4 Self-ExecuƟng. The agreements contained in this Paragraph 30 shall be effecƟve without the execuƟon of any further documents; provided, however, that, upon wriƩen request from Lessor or a Lender in connecƟon with a sale, financing or refinancing of the Premises, Lessee and Lessor shall execute such further wriƟngs as may be reasonably required to separately document any subordinaƟon, aƩornment and/or Non-Disturbance Agreement provided for herein.

31. AƩorneys' Fees. If any Party or Broker brings an acƟon or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereaŌer defined) in any such proceeding, acƟon, or appeal thereon, shall be enƟtled to reasonable aƩorneys' fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such acƟon or proceeding is pursued to decision or judgment. The term, "Prevailing Party" shall include, without limitaƟon, a Party or Broker who substanƟally obtains or defeats the relief sought, asthe case may be, whether by compromise, seƩlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The aƩorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all aƩorneys' feesreasonably incurred. In addiƟon, Lessor shall be enƟtled to aƩorneys' fees, costs and expenses incurred in the preparaƟon and service of noƟces of Default and consultaƟons in connecƟon therewith, whether or not a legal acƟon is subsequently commenced in connecƟon with such Default or resulƟng Breach ($200 is a reasonable minimum per occurrence forsuch services and consultaƟon).

32. Lessor's Access; Showing Premises; Repairs. Lessor and Lessor's agentsshall have the right to enter the Premises at any Ɵme, in the case of an emergency, and otherwise at reasonable Ɵmes aŌer reasonable prior noƟce for the purpose ofshowing the same to prospecƟve purchasers, lenders, or tenants, and making such alteraƟons, repairs, improvements or addiƟons to the Premises as Lessor may deem necessary or desirable and the erecƟng, using and maintaining of uƟliƟes, services, pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect on Lessee's use of the Premises. Allsuch acƟviƟesshall be without abatement of rent or liability to Lessee.

33. AucƟons. Lessee shall not conduct, nor permit to be conducted, any aucƟon upon the Premises without Lessor's prior wriƩen consent. Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an aucƟon.

34. Signs. Lessor may place on the Premises ordinary "For Sale" signs at any Ɵme and ordinary "For Lease" signs during the last 6 months of the term hereof. Lessor may not place any sign on the exterior of the Building that covers any of the windows of the Premises. Except for ordinary "For Sublease" signs which may be placed only on the Premises, Lessee shall not place any sign upon the Project without Lessor's prior wriƩen consent. Allsigns must comply with all Applicable Requirements.

35. TerminaƟon; Merger. Unlessspecifically stated otherwise in wriƟng by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual terminaƟon or cancellaƟon hereof, or a terminaƟon hereof by Lessor for Breach by Lessee, shall automaƟcally terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to conƟnue any one or all exisƟng subtenancies. Lessor'sfailure within 10 days following any such event to elect to the contrary by wriƩen noƟce to the holder of any such lesser interest, shall consƟtute Lessor's elecƟon to have such event consƟtute the terminaƟon ofsuch interest.

36. Consents. All requestsfor consent shall be in wriƟng. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the other Party, such consent shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs and expenses (including but not limited to architects', aƩorneys', engineers' and other consultants' fees) incurred in the consideraƟon of, or response to, a request by Lessee for any Lessor consent, including but not limited to consentsto an assignment, a subleƫng or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporƟng documentaƟon therefor. Lessor's consent to any act, assignment or subleƫng shall not consƟtute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then exisƟng Default or Breach, except as may be otherwise specifically stated in wriƟng by Lessor at the Ɵme of such consent. The failure to specify herein any parƟcular condiƟon to Lessor's consent shall not preclude the imposiƟon by Lessor at the Ɵme of consent of such further or other condiƟons as are then reasonable with reference to the parƟcular maƩer for which consent is being given. In the event that either Party disagrees with any determinaƟon made by the other hereunder and reasonably requests the reasons for such determinaƟon, the determining party shall furnish its reasons in wriƟng and in reasonable detail within 10 business daysfollowing such request.

37. Guarantor.

37.1 ExecuƟon. The Guarantors, if any, shall each execute a guaranty in the form most recently published BY AIR CRE., attached hereto as Exhibit "E".

37.2 Default. It shall consƟtute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the execuƟon of the guaranty, including the authority of the party signing on Guarantor's behalf to obligate Guarantor, and in the case of a corporate Guarantor, a cerƟfied copy of a resoluƟon of its board of directors authorizing the making of such guaranty, (b) current financial statements, (c) an Estoppel CerƟficate, or (d) wriƩen confirmaƟon that the guaranty is sƟll in effect.

38. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, condiƟons and provisions on Lessee's part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof.

39. OpƟons. If Lessee is granted any opƟon, as defined below, then the following provisions shall apply.

39.1 DefiniƟon. "OpƟon" shall mean: (a) the right to extend or reduce the term of or renew this Lease or to extend or reduce the term of or renew any lease that Lessee has on other property of Lessor; (b) the right of first refusal or first offer to lease either the Premises or other property of Lessor; (c) the right to purchase, the right of first offer to purchase or the right of first refusal to purchase the Premises or other property of Lessor.

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39.2 OpƟons Personal To Original Lessee. Any OpƟon granted to Lessee in this Lease is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and, if requested by Lessor, with Lessee cerƟfying that Lessee has no intenƟon of thereaŌer assigning or subleƫng.

39.3 MulƟple OpƟons. In the event that Lessee has any mulƟple OpƟonsto extend or renew this Lease, a later OpƟon cannot be exercised unless the prior OpƟons have been validly exercised.

39.4 Effect of Default on OpƟons.
(a) Lessee shall have no right to exercise an OpƟon: (i) during the period commencing with the giving of any noƟce of Default and conƟnuing unƟlsaid Default is cured, (ii) during the period of Ɵme any Rent is unpaid (without regard to whether noƟce thereof is given Lessee), (iii) during the Ɵme Lessee is in Breach of this Lease, or(iv) in the event that Lessee has been given 3 or more noƟces of separate Default, whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the OpƟon.
(b) The period of Ɵme within which an OpƟon may be exercised shall not be extended or enlarged by reason of Lessee's inability to exercise an OpƟon because of the provisions of Paragraph 39.4(a).
(c) An OpƟon shall terminate and be of no further force or effect, notwithstanding Lessee's due and Ɵmely exercise of the OpƟon, if, aŌer such exercise and prior to the commencement of the extended term or compleƟon of the purchase, (i) Lessee failsto pay Rent for a period of 30 days aŌersuch Rent becomes due (without any necessity of Lessor to give noƟce thereof), or (ii) if Lessee commits a Breach of this Lease.

40. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures, and that Lessor shall have no obligaƟon whatsoever to provide same. Lessee assumes all responsibility for the protecƟon of the Premises, Lessee, its agents and invitees and their property from the acts of third parƟes. In the event, however, that Lessor should elect to provide security services, then the cost thereof shall be an OperaƟng Expense.

41. ReservaƟons.
(a) Lessor reservesthe right: (i) to grant, without the consent or joinder of Lessee,such easements, rights and dedicaƟons that Lessor deems necessary, (ii) to cause the recordaƟon of parcel maps and restricƟons, (iii) to create and/or install new uƟlity raceways,so long as such easements, rights, dedicaƟons, maps, restricƟons, and uƟlity raceways do not unreasonably interfere with the use of the Premises by Lessee. Lessor may also: change the name, address or Ɵtle of the Building or Project upon at least 90 days prior wriƩen noƟce; provide and install, at Lessee's expense, Building standard graphics on the door of the Premises and such porƟons of the Common Areas as Lessor shall reasonably deem appropriate; grant to any lessee the exclusive right to conduct any business aslong assuch exclusive right does not conflict with any rights expressly given herein; and to place such signs, noƟces or displays as Lessor reasonably deems necessary or advisable upon the roof, exterior of the Building or the Project or on signs in the Common Areas. Lessee agreesto sign any documentsreasonably requested by Lessor to effectuate such rights. The obstrucƟon of Lessee's view, air, or light by any structure erected in the vicinity of the Building, whether by Lessor or third parƟes, shall in no way affect this Lease or impose any liability upon Lessor.
(b) Lessor also reservesthe right to move Lessee to other space of comparable size in the Building or Project. Lessor must provide at least 45 days prior wriƩen noƟce ofsuch move, and the new space must contain improvements of comparable quality to those contained within the Premises. Lessor shall pay the reasonable out of pocket costs that Lessee incurs with regard to such relocaƟon, including the expenses of moving and necessary staƟonary revision costs. In no event, however, shall Lessor be required to pay an amount in excess of two months Base Rent. Lessee may not be relocated more than once during the term of this Lease.
(c) Lessee shall not: (i) use a representaƟon (photographic or otherwise) of the Building or Project or their name(s) in connecƟon with Lessee's business; or (ii) suffer or permit anyone, except in emergency, to go upon the roof of the Building.

42. Performance Under Protest. If at any Ɵme a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the obligaƟon to pay the money is asserted shall have the right to make payment "under protest" and such paymentshall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to insƟtute suit for recovery ofsuch sum. If it shall be adjudged that there was no legal obligaƟon on the part of said Party to pay such sum or any part thereof, said Party shall be enƟtled to recover such sum or so much thereof asit was not legally required to pay. A Party who does not iniƟate suit for the recovery of sums paid "under protest" within 6 months shall be deemed to have waived itsright to protest such payment.

43. Authority; MulƟple ParƟes; ExecuƟon.
(a) If either Party hereto is a corporaƟon, trust, limited liability company, partnership, or similar enƟty, each individual execuƟng this Lease on behalf of such enƟty represents and warrantsthat he or she is duly authorized to execute and deliver this Lease on its behalf. Each Party shall, within 30 days aŌer request, deliver to the other Party saƟsfactory evidence of such authority. (b) If this Lease is executed by more than one person or enƟty as "Lessee", each such person or enƟty shall be jointly and severally liable hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same asif all of the named Lessees had executed such document. (c) This Lease may be executed by the ParƟesin counterparts, each of which shall be deemed an original and all of which togethershall consƟtute one and the same instrument.

44. Conflict. Any conflict between the printed provisions of this Lease and the typewriƩen or handwriƩen provisionsshall be controlled by the typewriƩen or handwriƩen provisions.

45. Offer. PreparaƟon of this Lease by either party or their agent and submission of same to the other Party shall not be deemed an offerto lease to the other Party. This Lease is not intended to be binding unƟl executed and delivered by all ParƟes hereto.

46. Amendments. This Lease may be modified only in wriƟng, signed by the ParƟesin interest at the Ɵme of the modificaƟon. Aslong asthey do not materially change Lessee's obligaƟons hereunder, Lessee agreesto make such reasonable non-monetary modificaƟonsto this Lease as may be reasonably required by a Lender in connecƟon with the obtaining of normal financing or refinancing of the Premises.

47. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.

48. ArbitraƟon of Disputes. An Addendum requiring the ArbitraƟon of all disputes between the ParƟes and/or Brokers arising out of this Lease is is not

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aƩached to this Lease.

49. Accessibility; Americans with DisabiliƟes Act.
(a) The Premises:
have not undergone an inspecƟon by a CerƟfied Access Specialist (CASp). Note: A CerƟfied Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construcƟon-related accessibility standards under state law. Although state law does not require a CASp inspecƟon of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspecƟon of the subject premises for the occupancy or potenƟal occupancy of the lessee or tenant, if requested by the lessee or tenant. The parƟesshall mutually agree on the arrangementsfor the Ɵme and manner of the CASp inspecƟon, the payment of the fee for the CASp inspecƟon, and the cost of making any repairs necessary to correct violaƟons of construcƟon-related accessibility standards within the premises. have undergone an inspecƟon by a CerƟfied Access Specialist (CASp) and it was determined that the Premises met all applicable construcƟon-related accessibility standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledges that it received a copy of the inspecƟon report at least 48 hours prior to execuƟng this Lease and agrees to keep such report confidenƟal.
have undergone an inspecƟon by a CerƟfied Access Specialist (CASp) and it was determined that the Premises did not meet all applicable construcƟon-related accessibility standards pursuant to California Civil Code §55.51 et seq. Lessee acknowledgesthat it received a copy of the inspecƟon report at least 48 hours prior to execuƟng this Lease and agreesto keep such report confidenƟal except as necessary to complete repairs and correcƟons of violaƟons of construcƟon related accessibility standards.

In the event that the Premises have been issued an inspecƟon report by a CASp the Lessor shall provide a copy of the disability accessinspecƟon cerƟficate to Lessee within 7 days of the execuƟon of this Lease.
(b) Since compliance with the Americans with DisabiliƟes Act (ADA) and otherstate and local accessibility statutes are dependent upon Lessee'sspecific use of the Premises, Lessor makes no warranty or representaƟon as to whether or not the Premises comply with ADA or any similar legislaƟon. In the event that Lessee's use of the Premisesrequires modificaƟons or addiƟons to the Premisesin order to be in compliance with ADA or other accessibility statutes, Lessee agrees to make any such necessary modificaƟons and/or addiƟons at Lessee's expense.

50. Tenant Improvement Allowance. Lessor shall provide annual carpet cleaning at Lessor's sole expense.

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.

ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY AIR CRE OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:

1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.

2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING AND SIZE OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF

THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE.

WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED.

The parƟes hereto have executed this Lease at the place and on the dates specified above their respecƟve signatures.

Executed at: 24031 El Toro Road, Suite 100, Laguna Hills, CA 92654
On:

By LESSOR:

The City of Laguna Hills, a municipal corporaƟon organized and exisƟng under the laws of the State of California
By:

Name Printed: Kenneth H. Rosenfield
Title: Interim City Manager
Phone:

Fax:

Email:

By:

Name Printed:

Title:

Phone:

Executed at:

On:

By LESSEE:

Carolyn Behrens, an individual
By:

Name Printed: Carolyn Behrens
Title:

Phone:

Fax:

Email:

By:

Name Printed:

Title:

Phone:

Fax:

Email:

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Email:

Address:

Federal ID No.:

Address:

Federal ID No.:

BROKER
Essex Realty Management, Inc.

AƩn: Angela Draper
Title: MarkeƟng/Leasing Associate
Address: 17744 Sky Park Circle, Suite 100, Irvine CA 92614 Phone: 949-798-8100
Fax:

Email: [email protected]
Federal ID No.:

Broker/AGENT DRE License #: 00965485
BROKER
AƩn:

Title:

Address:

Phone:

Fax:

Email:

Federal ID No.:

Broker/AGENT DRE License #:

AIR CRE. 500 North Brand Blvd, Suite 900, Glendale, CA 91203, Tel 213-687-8777, Email [email protected] NOTICE: No part of these works may be reproduced in any form without permission in wriƟng.

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ADDENDUM TO LEASE
THIS ADDENDUM TO LEASE (this “Addendum”) shall constitute part of that certain STANDARD MULTI-TENANT OFFICE LEASE – GROSS (“Lease”), dated as of May 10, 2022, between The City of Laguna Hills, a municipal corporation organized and existing under the laws of the State of California (“Lessor”), and Carolyn Behrens, an individual (“Lessee”). The terms of this Addendum shall be incorporated into the Lease for all purposes. In the event of any conflict between the terms of the Lease and the terms of this Addendum, the terms of this Addendum shall control.

1. Base Rent Increase. Paragraph 4.4. is hereby added to the Lease to read as follows:

4.4.1 The monthly Base Rent payable as set forth Paragraph 1.5 and as set forth in Paragraph 1.7 (a) of the Lease shall be adjusted annually on the Commencement Date of the Lease, and on such other dates stated, to the amounts set forth below:
06/01/22-05/31/23 $1,800.00 $2.25 PSF
06/01/23-05/31/24 $1,872.00 $2.34 PSF
06/01/24-05/31/25 $1,946.88 $2.43 PSF
06/01/25-05/31/26 $2,024.76 $2.53 PSF
06/01/26-05/31/27 $2,105.75 $2.63 PSF

2. Use. Paragraph 6.1 of the Lease is hereby deleted in its entirety and replaced by the following:
“6.1. Use. The Premises shall be used only for the Agreed Use and for no other use. Lessee’s use of the Premises shall be in compliance with and subject to all Applicable Requirements relating to or affecting the Project, the Premises or the Building or the use or operation thereof, whether now existing or hereafter enacted, including, without limitation, the Americans with Disabilities Act of 1990, 42 USC 12111 et seq. (the “ADA”) as the same may be amended from time to time, any and all federal, state or local environmental, health and/or safety-related laws, regulations, standards, decisions of courts, ordinances, rules, codes, orders, decrees, directives, guidelines, permits or permit conditions, currently existing and as amended, enacted, issued or adopted in the future which are or become applicable to Lessee, the Premises, the Building, or the Project (“Environmental Laws”), any transportation or traffic management plan in satisfaction of any requirement imposed on the Project by a governmental agency with jurisdiction over the Project, and any CC&Rs or any supplement thereto recorded in any official or public records with respect to the Project or any portion thereof (collectively, “Applicable Laws”). Lessee shall be responsible for obtaining any permit, business license, or other permits or licenses required by any governmental agency permitting Lessee’s use or occupancy of the Premises. Lessee shall not commit waste, overload the floors or structure of the Building, subject the Premises, the Building, the Common Area or the Project to any use which would damage the same or increase the risk of loss or violate any insurance coverage, permit any unreasonable odors, smoke, dust, gas, substances, noise or vibrations to emanate from the Premises, take any action which would constitute a nuisance or would disturb, obstruct or endanger any other tenants, take any action which would abrogate any warranties, or use or allow the Premises to be used for any unlawful purpose. Lessor shall not be responsible for non-compliance by any other tenant or occupant of the Project with, or Lessor’s failure to enforce, any of the rules or regulations or CC&Rs or any other terms or provisions of such tenant’s or occupant’s lease. Lessee shall promptly comply with the reasonable requirements of any board of fire insurance underwriters or other similar body now or hereafter constituted. Lessee shall not do any act which shall in any way encumber the title of Lessor in and to the Premises, the Building or the Project.

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Attachment: Proposed Lease (2848 : Civic Center Lease with Carolyn Behrens for Suite 330) 2 3. Insurance; Indemnity. Paragraph 8.1 through 8.6 of the Lease are hereby deleted in their entirety and replaced by the following:
“8.1 Lessor’s Insurance. Lessor shall maintain insurance through individual or blanket policies insuring the Building against fire and extended coverage (including, if Lessor elects, “all risk” coverage, earthquake/volcanic action, flood and/or surface water insurance) for the full replacement cost of the Building, with deductibles and the form and endorsements of such coverage as selected by Lessor, together with rental abatement insurance against loss of Rent in an amount equal to the amount of Rent for a period of at least twelve (12) months commencing on the date of loss. Lessor may also carry such other insurance as Lessor may deem prudent or advisable, including, without limitation, liability insurance in such amounts and on such terms as Lessor shall determine. Lessee shall pay to Lessor, as a portion of the Operating Expenses, the costs of the insurance coverages described herein, including, without limitation, Lessor’s cost of any self-insurance deductible or retention.

8.2 Lessee’s Compliance with Insurance Requirements. Lessee shall obtain, maintain, and keep in full force and effect during the term of this Lease, at its sole cost and expense, and in a form and content satisfactory to Lessor, all insurance required under this Paragraph 8 against claims for injuries to persons or damages to property which may arise from or in connection with Lessee's operation and use of the Premises and the activities of the Lessee, its guests, agents, representatives, employees, or subcontractors. Lessee shall not take possession of the Premises unless and until it has provided evidence satisfactory to Lessor that it has secured all insurance required by this Paragraph 8.

8.3 Types of Insurance Required of Lessee. Without limiting the indemnity provisions set forth in this Lease, Lessee shall obtain and maintain in full force and effect during the term of this Lease, including any extension thereof, the following policies of insurance:
(a) Commercial General Liability Insurance. A policy of Commercial General Liability insurance written on an occurrence basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits of at least Two Million Dollars ($2,000,000) per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Premises/location, or the general aggregate limit shall be twice the required occurrence limit. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions limiting coverage for: (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; or (3) contain any other exclusion contrary to this Lease. (b) Automobile Liability Insurance. A policy of Automobile Liability Insurance written on a per occurrence basis with limits of at least One Million Dollars ($1,000,000) combined limit for each occurrence covering bodily injury and property damage. The policy shall specifically include coverage for owned, non-owned, leased, and hired automobiles. (c) Workers’ Compensation and Employer’s Liability Insurance. A policy of Workers’ Compensation Insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California. Lessee agrees to waive and obtain endorsements from its workers’ compensation insurer waiving all subrogation rights under its workers’ compensation insurance policy against Lessor, its officials, officers, employees, agents and volunteers.

Lessee shall obtain and maintain, in full force and effect throughout the term of this Lease, a policy of Employer’s Liability Insurance written on a per occurrence basis with limits of at least One Million Dollars ($1,000,000) per accident for bodily injury or disease. (d) Property Insurance. A policy of Property Insurance against all risk of loss to any tenant improvements or betterments, at full replacement cost with no coinsurance penalty provision.

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Attachment: Proposed Lease (2848 : Civic Center Lease with Carolyn Behrens for Suite 330) 3 (e) Equipment Breakdown/ Boiler & Machinery Insurance. A policy of Equipment Breakdown / Boiler & Machinery Insurance with limits of not less than actual replacement costs for all property and improvements, encompassing explosion and breakdown. Lessee shall obtain and deliver to Lessor, along with copies of all polices of insurance required herein, a joint loss endorsement for the Property Insurance and Equipment Breakdown /Boiler & Machinery Insurance policies. Lessor is to be included as an additional insured on the Equipment Breakdown /Boiler & Machinery Insurance coverage. (f) Business Interruption. Loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings attributable to all peril commonly insured against by prudent lessees in the business of Lessee or attributable to prevention of access to the Premises as a result of such perils.

8.4 General.
(a) Acceptability of Insurers. Insurance required by this Paragraph 8 shall be issued by a licensed company authorized to transact business in the state by the Department of Insurance for the State of California with a current rating of A-:VII or better (if an admitted carrier), or a current rating of A:X or better (if offered by a non-admitted insurer listed on the State of California List of Approved Surplus Line Insurers (LASLI), by the latest edition of A.M. Best’s Key Rating Guide, except that Lessor will accept workers’ compensation insurance from the State Compensation Fund. In the event Lessor determines that Lessee's use of the Premises creates an increased or decreased risk of loss to Lessor, Lessee agrees that the minimum limits of the insurance policies may be changed accordingly upon receipt of written notice from Lessor. Lessee shall immediately substitute any insurer whose A.M. Best rating drops below the levels specified herein.
(b) Insurance Endorsements. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to Lessor for written approval. Required insurance policies shall contain the following provisions, or Lessee shall provide endorsements on forms approved by Lessor to add the following provisions to the insurance policies:
(i) Additional Insured. Lessee's policy or policies of Commercial General Liability Insurance and Automobile Liability Insurance shall be endorsed to include Lessor, its officials, officers, employees, agents and volunteers, Lessor's lender, and any property management company of Lessor for the Premises. The additional insured endorsement shall not (1) be restricted to “ongoing operations”, (2) exclude “contractual liability”, (3) restrict coverage to “sole” liability of Lessee, or (4) contain any other exclusions contrary to this Lease; and, the coverage shall contain no special limitations on the scope of protection afforded to additional insureds. (ii) Notice. Each insurance policy required by this Paragraph 8, except for workers' compensation and employer's liability insurance, shall be endorsed to state that coverage shall not be suspended, voided, cancelled, or modified, or reduced in coverage or in limits, except after thirty (30) days prior written notice by First Class U.S. Mail, postage-prepaid, has been provided to Lessor.

Notwithstanding the foregoing, if coverage is to be suspended, voided, or cancelled because of Lessee's failure to pay the insurance premium, the notice provided to Lessor shall be by ten (10) days prior written notice.
(iii) Primary and Non-Contributing Insurance. All policies of insurance maintained by Lessee pursuant to this Paragraph 8, except for workers' compensation and employer's liability insurance, shall be primary and any other insurance, deductible, or self-insurance

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Attachment: Proposed Lease (2848 : Civic Center Lease with Carolyn Behrens for Suite 330) 4 maintained by Lessor, its officials, officers, employees, agents or volunteers, shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions. (iv) Waiver of Subrogation. All policies of insurance maintained by Lessee pursuant to this Paragraph 8 shall contain or be endorsed to waive subrogation against Lessor, its officials, officers, employees, agents and volunteers, or shall specifically allow Lessee to waive its right to recovery prior to a loss. Lessee hereby agrees to waive its own right of recovery against Lessor, its officials, officers, employees, agents and volunteers.
(c) Evidence of Coverage. Concurrently with the execution of this Lease, Lessee shall deliver certificates of insurance together with original endorsements affecting each of the insurance policies required by this Paragraph 8. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to Lessor for written approval. The certificates of insurance and original endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with Lessor. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Lessee shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with Lessor evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. Lessee shall promptly furnish, at Lessor’s request, copies of actual policies including all declaration pages, endorsements, exclusions and any other policy documents Lessor requires to verify coverage.
(d) Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Lease are not intended as a limitation on coverage, limits, or other requirements, or a waiver of any coverage normally provided by any insurance. Nothing contained herein shall be construed as limiting in any way the indemnification provision contained in this Lease, or the extent to which Lessee may be held responsible for payments of damages to persons or property. (e) Enforcement of Agreement (Non-Estoppel). Lessee acknowledges and agrees that actual or alleged failure on the part of the Lessor to inform Lessee of any non-compliance with any of the insurance requirements set forth herein imposes no additional obligation on the Lessor nor does it waive any rights hereunder.
(f) Notification of Incidents. Lessee shall notify Lessor within twenty-four (24) hours after the occurrence of any accidents or incidents in the Premises, the Building, Common Areas or the Project which could give rise to a claim under any of the insurance policies required under this Paragraph 8.

8.5 Other Insurance Requirements. The following terms and conditions shall apply to the insurance policies required of Lessee pursuant to this Paragraph 8:
(a) Lessee shall provide immediate written notice to Lessor if (1) any of the insurance policies required herein are terminated, cancelled or suspended, (2) the limits of any of the insurance coverages required herein are reduced, or (3) the deductible or self-insured retention is increased. (b) All insurance coverage and limits provided by Lessee and available or applicable to this Lease are intended to apply to each insured, including additional insureds, against whom a claim is made or suit is brought to the full extent of the policies. Nothing contained in this Lease or any other agreement relating to Lessor or its operations shall limit the application of such insurance coverage.

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Attachment: Proposed Lease (2848 : Civic Center Lease with Carolyn Behrens for Suite 330) 5 (c) None of the insurance coverages required herein will be in compliance with the requirements of this Paragraph 8 if they include any limiting endorsement which substantially impairs the coverages set forth herein (e.g., elimination of contractual liability or reduction of discovery period), unless the endorsement has first been submitted to Lessor and approved in writing. (d) Certificates of insurance will not be accepted in lieu of required endorsements, and submittal of certificates without required endorsements may delay Lessee's occupancy of the Premises. It is Lessee’s obligation to ensure timely compliance with all insurance submittal requirements as provided herein.
(e) Lessee agrees to ensure that its subconsultants and subcontractors, if any, and any other parties involved with the Project who are brought onto or involved in the Project by Lessee, provide the same minimum insurance coverage required of Lessee. Lessee agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Paragraph 8. Lessee agrees that upon request, all agreements with subconsultants, subcontractors and others engaged in the Project will be submitted to Lessor for review."

4. Breach by Lessor; Performance by Lessee on Behalf of Lessor. Paragraph

13.6(c) is hereby added to the Lease to read as follows:
“13.6(c). Lessee’s Remedies. Lessee and all successors and assigns covenant and agree that, in the event of any actual or alleged default by Lessor, Lessee’s sole and exclusive remedy shall be either to seek either specific performance or monetary damages, provided that Lessor shall not be liable for loss of business profits or consequential damages, and provided further, that any recourse for monetary damages by Lessee against Lessor shall be limited solely and exclusively to an amount which is equal to the amounts paid by Lessee to Lessor under the Lease (and Lessee hereby expressly waives and releases personal liability of Lessor in excess of such amount on behalf of itself and all persons claiming by through, or under the lease) Further, in no event shall the obligations of Lessor under the Lease constitute the personal obligations of Lessor or its elected or appointed officers and officials, employees, agents, and volunteers, and Lessee shall have no right to seek recourse against Lessor’s elected or appointed officers and officials, employees, agents, and volunteers, or any of their personal assets for the satisfaction of any liability of Lessor with respect to the Lease. Lessee expressly waives all remedies except those specifically set forth in the Lease, including, without limitation, any right of offset or abatement except as specifically set forth in the Lease, any right to terminate the Lease under Civil Code Sections 1932(2), 1933(4) and 1941 or any other successor statute, or any statutory, legal or equitable self-help remedy including, without limitation, Civil Code Section 1942 or any other current or future law. Nothing contained in the Lease shall entitle Lessee to terminate the Lease as a result of Lessor’s default nor excuse Lessee from paying Rent or Additional Rent due hereunder.”

5. Estoppel Certificates. All references in the Lease to “Estoppel Certificate”, including, but not limited to the definition in Paragraph 16(a), shall refer to Lessor’s standard form certificate.

6. Recordation. Lessee shall not have any right to cause the Lease or any short form or memorandum thereof to be recorded.

7. HVAC Operating Hours. Standard operating hours included within the Base Year Operating Expenses shall be weekdays from 7:00 a.m. to 6:00 p.m. and Saturdays from 8:00 a.m. to 1:00 p.m., excluding Sundays and normally recognized national holidays. Thereafter, Lessee shall pay for such additional use beyond the aforementioned hours at a rate equal to Lessor’s actual operating costs and depreciation.

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Attachment: Proposed Lease (2848 : Civic Center Lease with Carolyn Behrens for Suite 330) 6 IN WITNESS WHEREOF, the parties have executed this Addendum as of the date of the Lease. “Lessor”

THE CITY OF LAGUNA HILLS
By:

Name Printed: Kenneth H. Rosenfield
Its: Interim City Manager
By:

Name Printed: Melissa Au-Yeung
Its: City Clerk
“Lessee”
Carolyn Behrens, an individual
By:

Name Printed: Carolyn Behrens

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Attachment: Proposed Lease (2848 : Civic Center Lease with Carolyn Behrens for Suite 330)

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Attachment: Proposed Lease (2848 : Civic Center Lease with Carolyn Behrens for Suite 330) 1 EXHIBIT B

RULES AND REGULATIONS

ATTACHED TO AND MADE A PART OF STANDARD OFFICE LEASE
The following Rules and Regulations shall be in effect at the Office Building Project.

Lessor reserves the right to adopt reasonable modifications and additions hereto. In the case of any conflict between these Rules and Regulations and the Lease, the Lease shall be controlling.

1. Except with the prior written consent of Lessor, no Lessee shall conduct any retail sales or any manufacturing of any kind in or from the Premises, or any business other than that specifically provided for in the Lease.

2. Lessor reserves the right to prohibit personal goods and services vendors from access to the Office Building Project except upon such reasonable terms and conditions, including but not limited to the payment of a reasonable fee and provision for insurance coverage, as are related to the safety, care and cleanliness of the Office Building Project, the preservation of good order thereon, and the relief of any financial or other burden on Lessor occasioned by the presence of such vendors or the sale by them of personal goods or services to the Lessee or its employees. If reasonably necessary for the accomplishment of these purposes, Lessor may exclude a particular vendor entirely or limit the number of vendors who may be present at any one time in the Office Building Project. The term “personal goods or services vendors” means persons who periodically enter the Office Building Project of which the Premises are a part for the purpose of selling goods or services to a Lessee, other than goods or services, which are used by a lessee only for the purpose of conducting its business on the Premises. “Personal goods or services” include, but are not limited to, drinking water and other beverages, food, barbering services, and shoe shining services. This Section 2 shall not apply to Lessee’s vendors and suppliers in connection with Lessee’s operation of its business.

3. The sidewalks, halls, passages, elevators and stairways shall not be obstructed by any Lessee or used by it for any purpose other than for ingress to and egress from their respective Premises. The halls, passages, entrances, elevators, stairways, balconies and roof are not for the use of the general public, and Lessor shall in all cases retain the right to control and prevent access thereto of all persons whose presence in the judgment of Lessor shall be prejudicial to the safety, character, reputation and interests of the Office Building Project and its lessees, provided that nothing herein contained shall be construed to prevent such access to persons with whom Lessee normally deals only for the purpose of conducting its business on the Premises (such as clients, customers, office suppliers and equipment vendors, and the like) unless such persons are engaged in illegal activities. No Lessee and no employees of any Lessee shall go upon the roof of the Building without the written consent of Lessor. This Section 3 shall not apply to Lessee’s vendor’s suppliers in connection with Lessee’s operation of its business.

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Attachment: Proposed Lease (2848 : Civic Center Lease with Carolyn Behrens for Suite 330) 2 4. The sashes, sash doors, windows, glass lights, and any lights or skylights that reflect or admit light into the halls or other places of the Building shall not be covered or obstructed. The toilet rooms, water and wash closets and other water apparatus shall not be used for any purpose other than that or which they were constructed, and no foreign substance of any kind whatsoever shall be thrown therein, and the expense of any breakage, stoppage or damage, resulting from the violation of this rule shall be borne by the Lessee who, or whose clerks, agents, employees, or visitors, shall have caused it.

5. No sign, advertisement or notice visible from the exterior of the Premises or Building shall be inscribed, painted or affixed by Lessee on any part of the Office Building Project or the Premises without the prior written consent of Lessor. If Lessor shall have given such consent at any time, whether before or after the execution of this Lease, such consent shall in no way operate as a waiver or release of any of the provisions hereof or of this Lease, and shall be deemed to relate only to the particular sign, advertisement or notice so consented to by Lessor and shall not be construed as dispensing with the necessity or obtaining the specific written consent of Lessor with respect to each and every such sign, advertisement or notice, as the case may be, so consented to by Lessor. Lessor shall have the right to remove any non-approved sign, advertisement or notice, without notice to and at the expense of Lessee, and Lessor shall not be liable in damages for such removal.

6. In order to maintain the outward professional appearance of the Office Building Project all window coverings to be installed at the Premises shall be subject to Lessor’s prior approval. If Lessor, by a notice in writing to Lessee, shall object to any curtain, blind, shade or screen attached to or hung in, or used in connection with, any window door of the Premises, such use of such curtain, blind, shade or screen shall be forthwith discontinued by Lessee. No awnings shall be permitted on any part of the Premises.

7. Lessee shall not lay linoleum, tile, carpet or other similar floor covering so that the same shall be affixed to the floor of the Premises in any manner except as approved by Lessor.

8. Lessee shall not do or permit anything to be done in the Premises, or bring or keep anything therein, which shall in any way increase the rate of fire insurance on the Office Building Project, or on the property kept therein, or obstruct or interfere with the rights of other Lessees, or in any way injure or annoy them, or conflict with the regulations of the Fire Department or the fire laws, or with any insurance policy upon the Office Building Project, or any part thereof, or with any rules and ordinances established by the Board of Health or other governmental authority.

9. No Lessee shall sweep or throw or permit to be swept or thrown from the

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Attachment: Proposed Lease (2848 : Civic Center Lease with Carolyn Behrens for Suite 330) 3 Premises any dirt or other substance into any of the corridors or halls or elevators, or out of the doors or windows or stairways of the Building. Lessee shall not use, keep or permit to be used any foul or noxious gas or substance in the Premises, or permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to Lessor or other occupants of the Office Building Project by reason of noise, odors, fire hazards and/or vibrations, or interfere in any way with other Lessees or those having business therein, nor shall any animals or birds be kept in or about the Office Building Project.

10. Lessee and its employees, agents and invitees shall not smoke any tobacco products or any other smoking materials whatsoever in the Premises, Building, common areas or any other area of the Project except in such areas, if any, as shall be designated by Lessor for smoking, in Lessor’s sole and absolute discretion.

11. No cooking shall be done or permitted by Lessee on the Premises, except for the use of a microwave oven for food or Underwriter’s Laboratory approved equipment for brewing coffee, tea, and similar beverages shall be permitted, provided that such use is in compliance with law. Offices in the Office Building Project shall not be used for the storage of merchandise or for sleeping or lodging.

12. Lessee, upon the termination of its tenancy, shall deliver to Lessor all the keys of offices, rooms and toilet rooms which shall have been furnished Lessee or which Lessee shall have had made, and in the event of loss of any keys so furnished, shall pay Lessor therefore.

13. On Saturdays after 6:00pm., Sundays and legal holidays, and on other days between the hours of 9:00 p.m. and 7:00 a.m., access to the Office Building Project or to the halls, corridors, elevators or stairways in the Building, or to the Premises may be refused unless the person seeking access is known to the building watchman, if any, in charge and has a pass or is properly identified. Lessor shall in no case be liable for damages for the admission to or exclusion from the Office Building Project of any person whom Lessor has the right to exclude under Rule 3 above. In case of invasion, mob, riot, public excitement, or other commotion, Lessor reserves the right but shall not be obligated to prevent access to the Office Building Project during the continuance of the same by closing the doors or otherwise, for the safety of the tenants and protection of property in the Office Building Project.

14. Lessee shall see that the windows and doors of the Premises are closed and securely locked before leaving the building and Lessee shall exercise extraordinary care and caution that all water faucets or water apparatus are entirely shut off before Lessee or Lessee’s employees leave the Building, and that all electricity, gas or air shall likewise be carefully shut off, so as to prevent waste or damage, and for any default or carelessness Lessee shall make good all injuries sustained by other Lessees or occupants of the Building or Lessor.

15. Lessee shall not alter any lock or install a new or additional lock or any bolt

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Attachment: Proposed Lease (2848 : Civic Center Lease with Carolyn Behrens for Suite 330) 4 on any door of the Premises without prior written consent of Lessor. If Lessor shall give its consent, Lessee shall in each case furnish Lessor with a key for any such lock.

16. Lessee shall not install equipment such as, but not limited to, electronic tabulating or computer equipment requiring electrical or air conditioning service in excess of those to be provided by Lessor under the Lease and any such equipment shall be placed in the Premises in settings approved by Lessor to adsorb or prevent any vibration, noise or annoyance.

17. No bicycle, or shopping cart, or other vehicle or any animal shall be brought into the Premises or the halls, corridors, elevators or any part of the Building by Lessee.

18. Lessor shall have the right to prohibit the use of the name of the Office Building Project or any other publicity by Lessee which in Landlord’s opinion tends to impair the reputation of the Office Building Project, or their desirability for other Lessees, and upon written notice from Lessor, Lessee will refrain from or discontinue such publicity.

19. Lessee shall not erect any aerial or antenna on the roof or exterior walls of the Premises, the Building, or the Office Building Project.

20. Lessee shall not overload the floor of the Premises. In addition, Lessee shall not mark, drive nails, screw or drill into partitions, ceilings or floor of the Premises or deface the Premises.

21. No furniture, freight or equipment of any kind shall be brought into the Building or the Building’s elevator without the consent of Lessor and all moving of the same into or out of the Building shall be done at such time and in such manner, as Lessor shall designate. Lessor shall have the right to prescribe the weight, size and position of all safes and other heavy equipment brought into the Building and also the times and manner of moving the same in and out of the Office Building Project. Safes or other heavy objects shall, if considered necessary by Lessor, stand on wood strips of such thickness as is necessary to properly distribute the weight. However, Lessor’s consent to placement of Lessee’s safes, heavy equipment or furniture shall not constitute a representation or warranty by Lessor that the safe, heavy equipment or furniture complies, with regard to distribution of weight and/or vibration, with the provisions of the Rule 21 nor relieve Lessee from responsibility for the consequences of noncompliance. Lessor will not be responsible for loss of or damage to any safe or property from any cause and all damage done to the Building by moving or maintaining any such safe or property from any cause and all damage done to the Building by moving or maintaining any such safe or other property shall be repaired at the expense of Lessee.

There shall not be used in any space, or in the public halls of the Building, either by any Lessee or others, any hand trucks except those equipped with rubber tires and side guards.

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Attachment: Proposed Lease (2848 : Civic Center Lease with Carolyn Behrens for Suite 330) 5 22. Except with the written consent of Lessor, no person or persons other than those approved by Lessor shall be permitted to enter the Building for their purpose of cleaning the same. Lessee shall not cause any unnecessary labor by reason of Lessee’s carelessness or indifference in the preservation of good order and cleanliness. Lessor shall in no way be responsible to any Lessee for any loss of property on the Premises, however occurring, or for any damage done to the effects of any lessee by the janitor or any other employee or any other person. Janitor service shall include ordinary dusting and cleaning by the janitor assigned to such work and shall not include cleaning of carpets or rugs, except normal vacuuming, or moving of furniture and other special services. Janitor service may not be furnished on nights when rooms are occupied after 9:00p.m.

23. Lessor will direct electricians as to where and how telephone and telegraph wires are to be introduced. No boring or cutting for wires will be allowed without the consent of Lessor. The location of telephones, call boxes and other office equipment affixed to the Premises shall be subject to the approval of Lessor.

24. No furniture, packages, supplies, equipment or merchandise will be received in the Building or carried up or down in the elevators, except between such hours and in such elevators as shall be designated by Lessor.

25. Lessor reserves the right to exclude or expel from the Office Building Project any person who in the judgment of Lessor, is intoxicated or under the influence of liquor or illegal, non-prescription drugs, or who shall in any manner do any act in violation of any of the Rules and Regulations of the Office Building Project.

26. The requirements of Lessee will be attended to only upon application to Lessor. Contractors, vendors and employees of Lessor shall not perform any work or do anything outside of their regular duties unless under special instructions from the Lessor or Lessor’s agent.

27. No vending machine shall be installed, maintained or operated upon the Premises without the written consent of the Lessor.

28. Lessor shall have the right, exercisable without notice and without liability to Lessee, to change the name and the street address of the Building and/or Office Building Project of which the Premises are a part.

29. Lessee agrees that it shall comply with all fire and security regulations that may be issued from time-to-time by Lessor and Lessee also shall provide Lessor with the name of a designated responsible employee to represent Lessee in all matters pertaining to such fire or security regulations.

30. Lessor reserves the right by written notice to Lessee, to rescind, alter or

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Attachment: Proposed Lease (2848 : Civic Center Lease with Carolyn Behrens for Suite 330) 6 waive any rule or regulation at any time prescribed for the Office Building Project when, in Lessor’s judgment, it is necessary, desirable or proper for the best interest of the Office Building Project and its lessees.

31. Lessees shall not disturb, solicit, or canvas any occupant of the Office Building Project and shall cooperate to prevent same.

32. Lessor shall furnish heating and air conditioning during the hours of 7:00 a.m. to 6:00 p.m., Monday through Friday, and 8:00 a.m. to 12:00 p.m. on Saturday except for holidays. In the event Lessee requires heating and air conditioning during off hours, Sundays or Holidays, Lessor shall on notice provide such services at the then prevailing rate for such extra services.

33. Lessee shall cooperate with Lessor in obtaining maximum effectiveness of the cooling system by closing blinds when the sun’s rays fall directly on windows of the premises. Lessee shall not obstruct, alter, or in any way impair the efficient operation of Lessor’s heating, ventilating and air-conditioning system. Lessee shall not tamper with or change the setting of any thermostats or control valves.

34. Parking
(a) The parking lot shall be accessible twenty-four (24) hours per day, subject to parking card or other reasonable Identification or security restriction as may be reasonably established by Lessor from time-to-time. Lessee agrees to cooperate with Lessor in completing regular maintenance of the parking lot.
(b) Automobiles must be parked entirely within the stall lines. (c) All directional signs and arrows must be observed and the speed limit shall be 5 miles per hour.
(d) Parking is prohibited in areas not striped for parking. (e) Lessor may refuse to permit any person who violates the within rules to park in the parking lot, and any violation of the rules shall subject the automobile to removal from the parking lot at the parker’s expense.
(f) Every parker is required to park and lock his or her own automobile. All responsibility for any loss or damage to automobile or any personal property therein is assumed by the parker.

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Attachment: Proposed Lease (2848 : Civic Center Lease with Carolyn Behrens for Suite 330) 7 (g) The parking lot is for the sole purpose of parking one automobile per space. Washing, waxing, cleaning or servicing of any vehicles by the parker or his agents is prohibited.
(h) Storage of vehicles in the parking facilities is prohibited. Lessee and Lessee’s employees and visitors shall not leave vehicles in the parking lot overnight.
(I ) Lessor reserves the right to restrict customer, Lessee and Lessee’s employees parking to a limited designated area or areas.

35. Lessee agrees to comply and acquaint its employees with such reasonable rules and regulations in the use of such Common areas as Lessor may adopt from time to time for the orderly and proper operation of said Common Areas.

Lessor reserves the right to make such other and further rules and regulations as in its judgment may be for the safety, care and cleanliness of the Office Building Project and for the preservation of good order therein. Lessee agrees to abide by these Rules and Regulations herein above stated and any additional rules and regulations, which are adopted hereafter.

Date: ___________________ Date: __________________
Lessor’s Initials: __________________ Lessee’s Initials: __________________

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Attachment: Proposed Lease (2848 : Civic Center Lease with Carolyn Behrens for Suite 330) 1 EXHIBIT "D"

WORK LETTER/REQUIREMENTS FOR IMPROVEMENTS OR ALTERATIONS BY LESSEE If Lessor shall permit Lessee to construct any interior improvements (subsequent to the initial improvements to be constructed by Lessor, if any) in the Premises or to have any work performed in the Premises at any time prior to or during the Lease term by a contractor retained by Lessee (“Lessee’s Work”), then Lessee shall comply with the requirements set forth herein. If Lessee’s Work has been properly authorized, Lessee will receive written approval and consent for alterations to the Premises. All alterations to the Premises, excepting movable furniture and trade fixtures, shall, at Lessor’s option, become a part of the realty and belong to Lessor.

1. SUBMITTAL OF PLANS. Prior to commencing any work in the Premises, Lessee shall submit to Lessor for approval its proposed plans for the work. Without limiting the foregoing, Lessee shall provide:
(a) A separate scale drawing denoting all proposed construction and/or demolition, if necessary.
(b) A separate drawing for each trade proposing structural, electrical, mechanical, civil or landscaping modifications.
(c) Specify all dimensions and complete references to all work to be performed in the affected areas.
(d) If adding extra electrical or mechanical equipment, provide complete operating and maintenance specifications for each item.

2. CHECKLIST. With respect to each project, Lessor will provide Lessee with a checklist listing the items required to be furnished to Lessor in connection with the proposed work. Lessee shall furnish to Lessor prior to, during, or upon completion of Lessee’s Work, as applicable, each of the items specified in the checklist attached hereto as Attachment 1.

3. CONTRACTORS PROVIDING INTERIOR IMPROVEMENT SERVICES. (a) The contractor employed by Lessee and any subcontractors shall be (i) duly licensed in the state in which the Premises are located, and (ii) subject to Lessor’s prior written approval, which approval shall not be unreasonably withheld. If more than one trade is employed on a single job, state law requires the services of a general contractor in addition to contractors for specialty work being performed. (b) Each contractor shall provide proof of licensing as a general or specialty contractor in accordance with state law. Additionally, each contractor shall furnish proof of licensing in the city or municipality in which the construction related activity is to take place. (c) Lessee shall use Lessor’s subcontractor for mechanical, electrical, plumbing, roofing and roofing consultant if available at competitive rates. (d) Lessee and Lessee’s contractors shall comply with all Applicable Laws pertaining to the performance of Lessee’s Work and the completed improvements and all applicable safety regulations established by Lessor or the general contractor.
(e) Prior to commencement of any work in the Premises, Lessee and Lessee’s contractors (and any subcontractors) shall obtain and provide Lessor with certificates evidencing Workers’ Compensation, public liability and property damage insurance in amounts and forms and with companies

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Attachment: Proposed Lease (2848 : Civic Center Lease with Carolyn Behrens for Suite 330) 2 satisfactory to Lessor. Each general contractor (and any subcontractor) employed on the Premises shall provide Lessor with a current certificate of insurance in effect for that contractor with a thirty day notice of cancellation or revocation clause. Insurance requirements are as follows:
(i) Comprehensive General Liability with a $1,000,000 Combined Single Limit covering the liability of Lessor and contractor for bodily injury and property damage arising as a result of the construction of the improvements and the services performed thereunder. Lessor and any Management Company shall be named as an additional insured. (ii) Comprehensive Automobile Liability with a $1,000,000 Combined Single Limit covering Lessor and vehicles used by contractor (and any subcontractor) in connection with the construction of the improvements.
(iii) Workers’ Compensation and Employer’s Liability as required by law, for employees of the contractor (and any subcontractors) performing work on the Premises.
(f) The following requirements shall be incorporated as “Special Conditions” into the contract between Lessee and its contractors and a copy of the contract shall be furnished to Lessor prior to the commencement of Lessee’s Work:
(i) Prior to start of Lessee’s Work, Lessee’s contractor shall provide Lessor with a construction schedule in “bar graph” form indicating the completion dates of all phases of Lessee’s Work.
(ii) Lessee’s contractor shall be responsible for the repair, replacement or clean-up of any damage done by it to other contractors’ work which specifically includes accessways to the Premises which may be concurrently used by others.
(iii) Lessee’s contractor shall accept the Premises prior to starting any trenching operations. Any rework of sub-base or compaction required after the contractor’s initial acceptance of the Premises shall be done by Lessee’s contractor, which shall include the removal from the Project of any excess dirt or debris.
(iv) Lessee’s contractor shall contain its storage of materials and its operations within the Premises and such other space as it may be assigned by Lessor or Lessor’s contractor. Should Lessee’s contractor be assigned space outside the Premises, it shall move to such other space as Lessor or Lessor’s contractor shall direct from time to time to avoid interference or delays with other work.
(v) Lessee’s contractor shall clean up the construction area and surrounding exterior areas daily. All trash, demolition materials and surplus construction materials shall be stored within the Premises and promptly removed from the Premises and the Project and disposed of in an approved sanitation site.
(vi) Lessee’s contractor shall provide temporary utilities, portable toilet facilities, and potable drinking water as required for its work within the Premises and shall pay to Lessor’s contractor the cost of any temporary utilities and facilities provided by Lessor’s contractor at Lessee’s

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Attachment: Proposed Lease (2848 : Civic Center Lease with Carolyn Behrens for Suite 330) 3 contractor’s request.
(vii) Lessee’s contractor shall notify Lessor or Lessor’s project manager of any planned work to be done on weekends or other than normal job hours.
(viii) Lessee’s contractor or subcontractors shall not post signs on any part of the Project or on the Premises.

4. COSTS.
(a) Lessee shall promptly pay any and all costs and expenses in connection with or arising out of the performance of Lessee’s Work (including the costs of permits thereof) and shall furnish to Lessor evidence of such payment upon request.
(b) Except in the case of carpet replacement or repainting, Lessee shall pay Lessor an amount equal to five percent (5%) of the total hard costs of construction and installation of Lessee’s Work as compensation to Lessor for review of plans, use of facilities and other miscellaneous costs of Lessor incurred as a result of such work.

5. CONTRACTOR’S BONDS. At Lessor's sole discretion, Lessor may require Lessee to obtain performance and completion bonds to insure Interior Work

6. MECHANIC’S LIENS.
(a) Lessee shall not suffer or permit to be enforced against the Premises or any part of the Project any mechanic’s, materialman’s, contractor’s or subcontractor’s lien arising out of any work of improvement, however it may arise.
(b) Lessee shall notify Lessor at least ten (10) days prior to the commencement of construction of any Lessee’s Work and Lessor shall have the right to post and record a notice of no responsibility in conformity with applicable law. Within ten (10) days following completion of Lessee’s Work, Lessee shall file a Notice of Completion and deliver to Lessor an unconditional release and waiver of lien executed by each contractor, subcontractor and materialman involved in Lessee’s Work. (c) In the event any lien is filed against the Project or any portion thereof or against Lessee’s leasehold interest therein as a result of Lessee’s work, Lessee shall obtain the release and/or discharge of said lien, within ten (10) days after the filing thereof. In the event Lessee fails to do so, Lessor may obtain the release and/or discharge of said lien and Lessee shall indemnify Lessor for the costs thereof, including reasonable attorney’s fees, together with interest at the Applicable Interest Rate from the date of demand. Nothing herein shall prohibit Lessee from contesting the validity of any such asserted claim, provided Lessee has furnished to Lessor a lien release bond freeing the Premises from the effect of the lien claim.

7. INDEMNITY. Lessee shall indemnify, defend (with counsel satisfactory to Lessor) and hold Lessor harmless from and against any and all suits, claims, actions, loss, cost or expense (including claims for workers’ compensation, attorney’s fees and costs) based on personal injury or property damage, or otherwise (including, without limitation, contract and breach of warranty claims) arising from the performance of Lessee’s Work. Lessee shall repair or replace (or, at Lessor’s election, reimburse Lessor for the cost of repairing or replacing) any portion of the Building or item of Lessor’s equipment or any of Lessor’s real or personal property damaged, lost or destroyed in the performance of Lessee’s Work.

8. BUILDING STANDARDS. All work shall conform to Lessor’s established building standards and specifications. Lessee is required to make these standards part of the construction documents.

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Attachment: Proposed Lease (2848 : Civic Center Lease with Carolyn Behrens for Suite 330) 4 9. ROOF PENETRATIONS. If improvements penetrate the roof membrane, the penetrations will be sealed per Lessor/IRC roofing specifications and inspected by IRC to maintain roof warranty. The cost of inspection and all corrective work shall be borne by Lessee. Lessee shall use Lessor’s original roofing contractor.

10. BUILDING MODIFICATIONS. Work will only be approved within the confines of a given space. Lessee will not be allowed to modify building exterior or mechanical and electrical service as provided to the building in common with other tenants.

11. ELECTRICAL WORK. All electrical work shall be approved from the unit space electrical panel only. Additional service requirements shall be secured only by direction of Lessor. Lessee shall use Lessor’s original electrical contractor if available at competitive rates.

12. SCHEDULE OF WORK. Lessee shall be required to provide a schedule of all work to be performed, subject to Lessor approval. All costs to produce such schedule shall be borne solely by Lessee.

13. CLEAN UP AND DISPOSAL OF CONSTRUCTION DEBRIS. Building trash containers are provided for office generated trash only and are not to be used for disposal of construction-related materials and debris. Unapproved usage will result in a penalty assessment to the Lessee equal to the cost of an extra pick-up service as provided under the current rate schedule of regular trash removal service.

14. INSPECTION BY LANDLORD. Lessor reserves the following rights: (i) the right of inspection prior to, during and at completion of all construction and/or demolition, (ii) the right to post and record a notice of nonresponsibility in conformity with California law, and (iii) the right to order, if reasonable, a total stop to all improvements underway for non-compliance with any of the requirements hereof.

15. GENERAL PROVISIONS.
(a) If Lessor has agreed to provide an allowance toward the cost of tenant improvements (other than the initial Lessee Improvement Allowance), Lessor shall retain from such funds an amount determined by Lessor until Lessee has fully complied with the requirements hereof. (b) All materials, work, installations and decorations of any nature whatsoever brought on or installed in the Premises before the commencement of the Term or throughout the Term shall be at Lessee’s risk, and neither Lessor nor any party acting on Lessor’s behalf shall be responsible for any damage thereto or loss or destruction thereof due to any reason or cause whatsoever. (c) Nothing contained herein shall make or constitute Lessee as the agent of Lessor.

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Attachment: Proposed Lease (2848 : Civic Center Lease with Carolyn Behrens for Suite 330) 1 Attachment 1 to “Exhibit D”

ITEMS TO BE FURNISHED TO LESSOR FOR EACH WORK OF IMPROVEMENT

1. Plan of Alterations for Lessor Approval.

2. Contractor(s), Address, Telephone Number, Contact Person.

3. Copy of Contractor’s State and City Business License.

4. Copy of Building Permit.

5. Copy of Final Inspection and Signed Building Permit Cards.

6. Copy of Certificate of Insurance Naming The City of Laguna Hills and Essex Realty Management as Additional Insured. Insurance to include Comprehensive General Liability, Comprehensive Auto, Workers’ Compensation, Employer’s Liability and original Endorsement.

7. Signed Unconditional Lien Waiver in favor of Development Corporation.

8. Schedule of Work.

9. Copy of Completion and Payment Bond.

10. Architect’s License and Expiration.

11. Copy of Permit Plans.

12. Copy of As-Builts.

13. Copy of Recorded Notice of Completion.

14. Certificate of Occupancy.

15. Evidence of Insurance for All-Risk/Builder’s Risk Insurance to the Amount of Improvements.

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Attachment: Proposed Lease (2848 : Civic Center Lease with Carolyn Behrens for Suite 330) ________ ________
________ ________

GUARANTY OF LEASE
WHEREAS, The City of Laguna Hills, a municipal corporaƟon organized and exisƟng under the laws of the State of California , hereinaŌer "Lessor", and Carolyn Behrens, an individual , hereinaŌer "Lessee", are about to execute a document enƟtled "Lease" dated May 10, 2022 concerning the premises commonly known as(street address, city, state, zip) 24031 El Toro Road, Suite 330 Laguna Hills, CA 92654 wherein Lessor will lease the premises to Lessee, and
WHEREAS, Carolyn Behrens hereinaŌer "Guarantors" have a financial interest in Lessee, and WHEREAS, Lessor would not execute the Lease if Guarantors did not execute and deliver to Lessor this Guaranty of Lease.

NOW THEREFORE, in consideraƟon of the execuƟon of said Lease by Lessor and as a material inducement to Lessor to execute said Lease, Guarantors hereby jointly,severally, uncondiƟonally and irrevocably guarantee the prompt payment by Lessee of all rents and all other sums payable by Lessee under said Lease and the faithful and prompt performance by Lessee of each and every one of the terms, condiƟons and covenants of said Lease to be kept and performed by Lessee.

It is specifically agreed by Lessor and Guarantors that: (i) the terms of the foregoing Lease may be modified by agreement between Lessor and Lessee, or by a course of conduct, and (ii)said Lease may be assigned by Lessor or any assignee of Lessor without the consent of or noƟce to Guarantors and that this Guaranty shall guarantee the performance of said Lease as so modified.

This Guaranty shall not be released, modified or affected by the failure or delay on the part of Lessor to enforce any of the rights or remedies of the Lessor under said Lease.

No noƟce of default by Lessee under the Lease need be given by Lessor to Guarantors, it being specifically agreed that the guarantee of the undersigned is a conƟnuing guarantee under which Lessor may proceed immediately against Lessee and/or against Guarantors following any breach or default by Lessee or for the enforcement of any rights which Lessor may have as against Lessee under the terms of the Lease or at law or in equity.

Lessor shall have the right to proceed against Guarantors following any breach or default by Lessee under the Lease without first proceeding against Lessee and without previous noƟce to or demand upon either Lessee or Guarantors.

Guarantors hereby waive (a) noƟce of acceptance of this Guaranty. (b) demand of payment, presentaƟon and protest, (c) all right to assert or plead any statute of limitaƟons relaƟng to this Guaranty or the Lease, (d) any right to require the Lessor to proceed against the Lessee or any other Guarantor or any other person or enƟty liable to Lessor, (e) any right to require Lessorto apply to any default any security deposit or other security it may hold under the Lease, (f) any right to require Lessor to proceed under any other remedy Lessor may have before proceeding against Guarantors, (g) any right ofsubrogaƟon that Guarantors may have against Lessee.

Guarantors do hereby subordinate all exisƟng or future indebtedness of Lessee to Guarantors to the obligaƟons owed to Lessor under the Lease and this Guaranty.

If a Guarantor is married, such Guarantor expressly agrees that recourse may be had against his or her separate property for all of the obligaƟons hereunder.

The obligaƟons of Lessee under the Lease to execute and deliver estoppelstatements and financial statements, astherein provided, shall be deemed to also require the Guarantors to provide estoppelstatements and financial statementsto Lessor. The failure of the Guarantors to provide the same to Lessor shall consƟtute a default under the Lease.

The term "Lessor" refers to and means the Lessor named in the Lease and also Lessor's successors and assigns. So long as Lessor's interest in the Lease, the leased premises or the rents, issues and profitstherefrom, are subject to any mortgage or deed of trust or assignment for security, no acquisiƟon by Guarantors of the Lessor'sinterest shall affect the conƟnuing obligaƟon of Guarantors under this Guaranty which shall nevertheless conƟnue in full force and effect for the benefit of the mortgagee, beneficiary, trustee or assignee undersuch mortgage, deed of trust or assignment and their successors and assigns.

The term "Lessee" refers to and means the Lessee named in the Lease and also Lessee's successors and assigns.

Any recovery by Lessor from any other guarantor or insurer shall first be credited to the porƟon of Lessee's indebtedness to Lessor which exceeds the maximum liability of Guarantors under this Guaranty.

No provision of this Guaranty or right of the Lessor can be waived, nor can the Guarantors be released from their obligaƟons except in wriƟng signed by the Lessor.

Any liƟgaƟon concerning this Guaranty shall be iniƟated in a state court of competent jurisdicƟon in the county in which the leased premises are located and the Guarantors consent to the jurisdicƟon ofsuch court. This Guaranty shall be governed by the laws of the State in which the leased premises are located and for the purposes of any rules regarding conflicts of law the parƟesshall be treated as if they were all residents or domiciles of such State.

In the event any acƟon be brought by said Lessor against Guarantors hereunder to enforce the obligaƟon of Guarantors hereunder, the unsuccessful party in such acƟon shall pay to the prevailing party therein a reasonable aƩorney'sfee. The aƩorney's fee award shall not be computed in accordance with any court fee schedule, but shall be such asto full reimburse all aƩorneys' feesreasonably incurred.

If any Guarantor is a corporaƟon, partnership, or limited liability company, each individual execuƟng this Guaranty on said enƟty's behalf represents and warrantsthat he or she is duly authorized to execute this Guaranty on behalf ofsuch enƟty. Signatures to this Guaranty accomplished by means of electronic signature or similar technology shall be legal and binding.

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Attachment: Proposed Lease (2848 : Civic Center Lease with Carolyn Behrens for Suite 330) ________ ________
________ ________

INITIALS INITIALS
© 2017 AIR CRE. All Rights Reserved. Last Edited: 5/4/2022 4:05 PM GR-3.22, Revised 10-22-2020 Page 2 of 2
If this Form has been filled in, it has been prepared for submission to your aƩorney for his approval. No representaƟon or recommendaƟon is made by AIR CRE, the real estate broker or its agents or employees as to the legalsufficiency, legal effect, or tax consequences of this Form or the transacƟon relaƟng thereto.

GUARANTORS
Carolyn Behrens
Executed At:

On:

By:

Name Printed: Carolyn Behrens
Title:

Address:

By:

Name Printed:

Title:

Address:

AIR CRE * hƩps://www.aircre.com * 213-687-8777 * [email protected] NOTICE: No part of these works may be reproduced in any form without permission in wriƟng.

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Attachment: Proposed Lease (2848 : Civic Center Lease with Carolyn Behrens for Suite 330) ________ ________
________ ________

DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP
(As required by the Civil Code)
When you enter into a discussion with a real estate agent regarding a real estate transacƟon, you should from the outset understand what type of agency relaƟonship or representaƟon you wish to have with the agent in the transacƟon.

SELLER'S AGENT
A Seller's agent under a lisƟng agreement with the Seller acts as the agent for the Seller only. A Seller's agent or a subagent of that agent has the following affirmaƟve obligaƟons:

To the Seller: A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Seller.

To the Buyer and the Seller:
(a) Diligent exercise of reasonable skill and care in performance of the agent's duƟes. (b) A duty of honest and fair dealing and good faith.
(c) A duty to disclose all facts known to the agent materially affecƟng the value or desirability of the property that are not known to, or within the diligent aƩenƟon and observaƟon of, the parƟes.

An agent is not obligated to reveal to either party any confidenƟal informaƟon obtained from the other party that does not involve the affirmaƟve duƟesset forth above.

BUYER'S AGENT
A Buyer's agent can, with a Buyer's consent, agree to act as agent for the Buyer only. In these situaƟons, the agent is not the Seller's agent, even if by agreement the agent may receive compensaƟon forservices rendered, either in full or in part from the Seller. An agent acƟng only for a Buyer has the following affirmaƟve obligaƟons:

To the Buyer: A fiduciary duty of utmost care, integrity, honesty and loyalty in dealings with the Buyer.

An agent is not obligated to reveal to either party any confidenƟal informaƟon obtained from the other party that does not involve the affirmaƟve duƟesset forth above.

AGENT REPRESENTING BOTH SELLER AND BUYER
A real estate agent, either acƟng directly or through one or more salesperson and broker associates, can legally be the agent of both the Seller and the Buyer in a transacƟon, but only with the knowledge and consent of both the Seller and the Buyer.

In a dual agency situaƟon, the agent hasthe following affirmaƟve obligaƟonsto both the Seller and the Buyer:
(a) A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either the Seller or the Buyer. (b) Other duƟes to the Seller and the Buyer as stated above in their respecƟve secƟons.

In represenƟng both Seller and Buyer, a dual agent may not, without the express permission of the respecƟve party, disclose to the other party confidenƟal informaƟon, including, but not limited to, facts relaƟng to either the Buyer’s or Seller’s financial posiƟon, moƟvaƟons, bargaining posiƟon, or other personal informaƟon that may impact price, including the Seller’s willingness to accept a price less than the lisƟng price or the Buyer’s willingness to pay a price greater than the price offered.

SELLER AND BUYER RESPONSIBILITIES
Either the purchase agreement or a separate document will contain a confirmaƟon of which agent is represenƟng you and whether that agent isrepresenƟng you exclusively in the transacƟon or acƟng as a dual agent. Please pay aƩenƟon to that confirmaƟon to make sure it accurately reflects your understanding of your agent’s role. The above duƟes of the agent in a real estate transacƟon do not relieve a Seller or Buyer from the responsibility to protect his or her own interests. You should carefully read all agreements to assure that they adequately express your understanding of the transacƟon. A real estate agent is a person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional. If you are a Buyer, you have the duty to exercise reasonable care to protect yourself, including as to those facts about the property which are known to you or within your diligent aƩenƟon and observaƟon. Both Sellers and Buyers should strongly consider obtaining tax advice from a competent professional because the federal and state tax consequences of a transacƟon can be complex and subject to change.

Throughout your real property transacƟon you may receive more than one disclosure form, depending upon the number of agents assisƟng in the transacƟon. The law requires each agent with whom you have more than a casual relaƟonship to present you with this disclosure form. You should read its contents each Ɵme it is presented to you, considering the relaƟonship between you and the real estate agent in your specific transacƟon. This disclosure form includesthe provisions of SecƟons 2079.13 to 2079.24, inclusive, of the Civil Code set forth on page 2. Read it carefully. I/WE ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE AND THE PORTIONS OF THE CIVIL CODE PRINTED ON THE BACK (OR A SEPARATE PAGE).

Buyer Seller Lessor Lessee The City of Laguna Hills Date:

Buyer Seller Lessor Lessee Carolyn Behrens Date:

Agent: Essex Realty Management DRE Lic. #: 00965485
Real Estate Broker (Firm)
By: Angela Draper DRE Lic. #: 01972882 Date:
(Salesperson or Broker-Associate)

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Attachment: Proposed Lease (2848 : Civic Center Lease with Carolyn Behrens for Suite 330) ________ ________
________ ________

INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 5/4/2022 4:05 PM AD-3.00, Revised 01-01-2019 Page 2 of 4
THIS FORM HAS BEEN PREPARED BY AIR CRE. NO REPRESENTATION IS MADE AS TO THE LEGAL VALIDITY OR ADEQUACY OF THIS FORM FOR ANY SPECIFIC TRANSACTION. PLEASE SEEK LEGAL COUNSEL AS TO THE APPROPRIATENESS OF THIS FORM.

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Attachment: Proposed Lease (2848 : Civic Center Lease with Carolyn Behrens for Suite 330) ________ ________
________ ________

DISCLOSURE REGARDING REAL ESTATE AGENCY RELATIONSHIP
CIVIL CODE SECTIONS 2079.13 THROUGH 2079.24 (2079.16 APPEARS ON THE FRONT) 2079.13. As used in SecƟons 2079.7 and 2079.14 to 2079.24, inclusive, the following terms have the following meanings:
(a) “Agent” means a person acƟng under provisions of Title 9 (commencing with SecƟon 2295) in a real property transacƟon, and includes a person who is licensed as a real estate broker under Chapter 3 (commencing with SecƟon 10130) of Part 1 of Division 4 of the Business and Professions Code, and under whose license a lisƟng is executed or an offer to purchase is obtained. The agent in the real property transacƟon bears responsibility for that agent’s salespersons or broker associates who perform as agents of the agent. When a salesperson or broker associate owes a duty to any principal, or to any buyer or seller who is not a principal, in a real property transacƟon, that duty is equivalent to the duty owed to that party by the broker for whom the salesperson or broker associate funcƟons. (b) “Buyer” means a transferee in a real property transacƟon, and includes a person who executes an offer to purchase real property from a seller through an agent, or who seeks the services of an agent in more than a casual, transitory, or preliminary manner, with the object of entering into a real property transacƟon. “Buyer” includes vendee or lessee of real property. (c) “Commercial real property” means all real property in the state, except (1) single-family residenƟal real property, (2) dwelling units made subject to Chapter 2 (commencing with SecƟon 1940) of Title 5, (3) a mobilehome, as defined in SecƟon 798.3, (4) vacant land, or(5) a recreaƟonal vehicle, as defined in SecƟon 799.29. (d) “Dual agent” means an agent acƟng, either directly or through a salesperson or broker associate, as agent for both the seller and the buyer in a real property transacƟon. (e) “LisƟng agreement” means a wriƩen contract between a seller of real property and an agent, by which the agent has been authorized to sell the real property or to find or obtain a buyer, including rendering other servicesfor which a real estate license isrequired to the seller pursuant to the terms of the agreement. (f) “Seller’s agent” means a person who has obtained a lisƟng of real property to act as an agent for compensaƟon. (g) “LisƟng price” is the amount expressed in dollars specified in the lisƟng for which the seller is willing to sell the real property through the seller’s agent. (h) “Offering price” is the amount expressed in dollars specified in an offer to purchase for which the buyer is willing to buy the real property. (i) “Offer to purchase” means a wriƩen contract executed by a buyer acƟng through a buyer’s agent that becomes the contract for the sale of the real property upon acceptance by the seller. (j) “Real property” means any estate specified by subdivision (1) or (2) of SecƟon 761 in property, and includes (1) single-family residenƟal property, (2) mulƟunit residenƟal property with more than four dwelling units, (3) commercial real property, (4) vacant land, (5) a ground lease coupled with improvements, or (6) a manufactured home as defined in SecƟon 18007 of the Health and Safety Code, or a mobilehome as defined in SecƟon 18008 of the Health and Safety Code, when offered for sale or sold through an agent pursuant to the authority contained in SecƟon 10131.6 of the Business and Professions Code. (k) “Real property transacƟon” means a transacƟon for the sale of real property in which an agent is retained by a buyer, seller, or both a buyer and seller to act in that transacƟon, and includes a lisƟng or an offer to purchase. (l) “Sell,” “sale,” or “sold” refersto a transacƟon for the transfer of real property from the seller to the buyer and includes exchanges of real property between the seller and buyer, transacƟons for the creaƟon of a real property sales contract within the meaning of SecƟon 2985, and transacƟons for the creaƟon of a leasehold exceeding one year’s duraƟon. (m) “Seller” means the transferor in a real property transacƟon and includes an owner who lists real property with an agent, whether or not a transfer results, or who receives an offer to purchase real property of which he or she is the owner from an agent on behalf of another. “Seller” includes both a vendor and a lessor of real property. (n) “Buyer’s agent” means an agent who represents a buyer in a real property transacƟon. 2079.14. A seller’s agent and buyer’s agent shall provide the seller and buyer in a real property transacƟon with a copy of the disclosure form specified in SecƟon 2079.16, and shall obtain a signed acknowledgment of receipt from that seller and buyer, except as provided in SecƟon 2079.15, as follows: (a) The seller’s agent, if any, shall provide the disclosure form to the seller prior to entering into the lisƟng agreement. (b) The buyer’s agent shall provide the disclosure form to the buyer as soon as pracƟcable prior to execuƟon of the buyer’s offer to purchase. If the offer to purchase is not prepared by the buyer’s agent, the buyer’s agent shall present the disclosure form to the buyer not later than the next business day aŌer receiving the offer to purchase from the buyer. 2079.15. In any circumstance in which the seller or buyer refuses to sign an acknowledgment of receipt pursuant to SecƟon 2079.14, the agent shall set forth, sign, and date a wriƩen declaraƟon of the facts of the refusal. 2079.16 Reproduced on Page 1 of this AD form.
2079.17(a) As soon as pracƟcable, the buyer’s agent shall disclose to the buyer and seller whether the agent is acƟng in the real property transacƟon as the buyer’s agent, or as a dual agent represenƟng both the buyer and the seller. This relaƟonship shall be confirmed in the contract to purchase and sell real property or in a separate wriƟng executed or acknowledged by the seller, the buyer, and the buyer’s agent prior to or coincident with execuƟon of that contract by the buyer and the seller, respecƟvely. (b) As soon as pracƟcable, the seller’s agent shall disclose to the seller whether the seller’s agent is acƟng in the real property transacƟon as the seller’s agent, or as a dual agent represenƟng both the buyer and seller. This relaƟonship shall be confirmed in the contract to purchase and sell real property or in a separate wriƟng executed or acknowledged by the seller and the seller’s agent prior to or coincident with the execuƟon of that contract by the seller. (C) CONFIRMATION: The following agency relaƟonships are confirmed for thistransacƟon.

Seller’s Brokerage Firm DO NOT COMPLETE, SAMPLE ONLY License Number Is the broker of (check one):  the seller; or  both the buyer and seller. (dual agent) Seller’s Agent DO NOT COMPLETE, SAMPLE ONLY License Number Is (check one):  the Seller’s Agent. (salesperson or broker associate); or  both the Buyer’s Agent and the Seller’s Agent. (dual agent) Buyer’s Brokerage Firm DO NOT COMPLETE, SAMPLE ONLY License Number Is the broker of (check one):  the buyer; or  both the buyer and seller. (dual agent) Buyer’s Agent DO NOT COMPLETE, SAMPLE ONLY License Number Is (check one):  the Buyer’s Agent. (salesperson or broker associate); or  both the Buyer’s Agent and the Seller’s Agent. (dual agent) (d) The disclosures and confirmaƟon required by thissecƟon shall be in addiƟon to the disclosure required by SecƟon 2079.14. An agent’s duty to provide disclosure and confirmaƟon of representaƟon in thissecƟon may be performed by a real estate salesperson or broker associate affiliated with that broker. 2079.18 (Repealed pursuant to AB-1289, 2017-18 California LegislaƟve session) 2079.19 The payment of compensaƟon or the obligaƟon to pay compensaƟon to an agent by the seller or buyer is not necessarily determinaƟve of a parƟcular agency relaƟonship between an agent and the seller or buyer. A lisƟng agent and a selling agent may agree to share any compensaƟon or commission paid, or any right to any compensaƟon or commission for which an obligaƟon arises as the result of a real estate transacƟon, and the terms of any such agreement shall not necessarily be determinaƟve of a parƟcular relaƟonship.
2079.20 Nothing in this arƟcle prevents an agent from selecƟng, as a condiƟon of the agent’s employment, a specific form of agency relaƟonship not specifically

4.6.a
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Attachment: Proposed Lease (2848 : Civic Center Lease with Carolyn Behrens for Suite 330) ________ ________
________ ________

INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 5/4/2022 4:05 PM AD-3.00, Revised 01-01-2019 Page 4 of 4
prohibited by this arƟcle if the requirements of SecƟon 2079.14 and SecƟon 2079.17 are complied with. 2079.21 (a) A dual agent may not, without the express permission of the seller, disclose to the buyer any confidenƟal informaƟon obtained from the seller. (b) A dual agent may not, without the express permission of the buyer, disclose to the seller any confidenƟal informaƟon obtained from the buyer. (c) “ConfidenƟal informaƟon” meansfacts relaƟng to the client’s financial posiƟon, moƟvaƟons, bargaining posiƟon, or other personal informaƟon that may impact price, such as the seller is willing to accept a price lessthan the lisƟng price or the buyer is willing to pay a price greater than the price offered. (d) ThissecƟon does not alter in any way the duty or responsibility of a dual agent to any principal with respect to confidenƟal informaƟon other than price. 2079.22 Nothing in this arƟcle precludes a seller’s agent from also being a buyer’s agent. If a seller or buyer in a transacƟon chooses to not be represented by an agent, that does not, of itself, make that agent a dual agent. 2079.23 (a) A contract between the principal and agent may be modified or altered to change the agency relaƟonship at any Ɵme before the performance of the act which is the object of the agency with the wriƩen consent of the parƟes to the agency relaƟonship. (b) A lender or an aucƟon company retained by a lender to control aspects of a transacƟon of real property subject to this part, including validaƟng the sales price, shall not require, as a condiƟon of receiving the lender’s approval of the transacƟon, the homeowner or lisƟng agent to defend or indemnify the lender or aucƟon company from any liability alleged to result from the acƟons of the lender or aucƟon company. Any clause, provision, covenant, or agreement purporƟng to impose an obligaƟon to defend or indemnify a lender or an aucƟon company in violaƟon of thissubdivision is against public policy, void, and unenforceable. 2079.24 Nothing in this arƟcle shall be construed to either diminish the duty of disclosure owed buyers and sellers by agents and their associate licensees,subagents, and employees or to relieve agents and their associate licensees, subagents, and employeesfrom liability for their conduct in connecƟon with acts governed by this arƟcle or for any breach of a fiduciary duty or a duty of disclosure.

AIR CRE. 500 North Brand Blvd, Suite 900, Glendale, CA 91203, Tel 213-687-8777, Email [email protected] NOTICE: No part of these works may be reproduced in any form without permission in wriƟng.

4.6.a
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Attachment: Proposed Lease (2848 : Civic Center Lease with Carolyn Behrens for Suite 330) City of Laguna Hills
City Council/Planning Agency
Staff Report
DATE: May 10, 2022
TO: Mayor and Council Members
FROM: Melissa Au-Yeung
Deputy City Manager
ISSUE: Civic Center Third Quarter Financial Report for Fiscal Year 2021-2022 RECOMMENDATION: That the City Council receive and file the report.

SUMMARY:

This Civic Center Third Quarter Financial Report for Fiscal Year 2021-2022 is intended to provide the City Council with an overview of the Civic Center leasing operation finances as of March 31, 2022.

The abridged Balance Sheet and Income Statement summary for the Laguna Hills Civic Center leasing operation is in Tables 1 & 2. As of March 31, 2022, the balance sheet shows equity of $5,816,757.

Table 1: Abridged Balance Sheet
As of March 31, 2021
ASSETS
Total Current Assets $ 278,864
Total Fixed Assets $ 5,605,232
TOTAL ASSETS $ 5,884,096

LIABILITY & EQUITY
Total Current Liabilities $ 67,339
Total Equity $ 5,816,757
TOTAL LIABILITIES & EQUITY $ 5,884,096

4.7 Packet Pg. 89
Civic Center Third Quarter Financial Report for FY 21-22 May 10, 2022

Page 2 ends

Laguna Hills City CouncilMay 10, 2022

Laguna Hills City Council
May 10, 2022