Agenda packet — Laguna Hills City Council, May 9, 2023 (part 1 of 2)

CITY OF LAGUNA HILLS

CITY COUNCIL/PLANNING AGENCY

REGULAR MEETING AGENDA
Tuesday, May 9, 2023 – 7:00 PM
(Closed Session at 6:00 PM when scheduled)
Janine Heft, Mayor
Dave Wheeler, Mayor Pro Tempore Don Caskey, Council Member Erica Pezold, Council Member Joshua Sweeney, Council Member Location: City Council Chamber, 24035 El Toro Road, Laguna Hills, CA 92653 In Person Public Comments: 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 and submit the form to the City Clerk. The Request to Speak form assists the Mayor in ensuring that all persons wishing to address the City Council are recognized and ensures accurate identification of meeting participants in the City Council/Planning Agency Minutes. Completion of the form is voluntary.

It is City policy to limit public testimony to up to 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: 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 Tuesday, May 9, 2023. 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. All comments received by 5:00 p.m. on the date of the meeting will be provided to the City Council and will be provided for public inspection at the meeting. During the applicable agenda item, the City Clerk will announce the name of the sender and subject matter of all electronic comments received by 5:00 p.m. on Tuesday, May 9, 2023. 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.

Please note: The City Council is making every effort to follow the spirit and intent of the Brown Act and other applicable laws regulating the conduct of public meetings in order to maximize transparency and public access. For questions or assistance, please contact the City Clerk’s Office at (949) 707-2635 or via email at [email protected].

City of Laguna Hills City Council/Planning Agency Tuesday, May 9, 2023 Regular Meeting Agenda
2 GENERAL BUSINESS - CONVENING AT 7:00 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.

INVOCATION: Pastor Ric Rodeheaver of Christ Community Church PLEDGE OF ALLEGIANCE: Council Member Caskey

ROLL CALL OF CITY COUNCIL MEMBERS

1. PRESENTATIONS AND PROCLAMATIONS

1.1 Lomarena Elementary School Student Liaison
Recommendation: That the City Council present a Certificate of Appointment and receive a report from Lomarena Elementary School Student Liaison Ryan Chiorello.

1.2 San Joaquin Elementary School Student Liaison
Recommendation: That the City Council present a Certificate of Appointment and receive a report from San Joaquin Elementary School Student Liaison Mikailo Gomez.

1.3 Laguna Hills High School Student Liaison Report
Recommendation: That the City Council receive an oral report from Laguna Hills High School 2023 Spring Student Liaison Audrey Masson.

1.4 Presentation of Proclamation for "Drowning Prevention Awareness" Recommendation: That the City Council issue 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 and that Mayor Heft present the Proclamation to Baryic Hunter, Division Chief, Orange County Fire Authority.

City of Laguna Hills City Council/Planning Agency Tuesday, May 9, 2023 Regular Meeting Agenda
3 1.5 Certificate of Recognition for Crime Prevention Specialist Alyssa Rabas, Orange County Sheriff's Department's 2022 Professional Staff Employee of the Year
Recommendation: That Mayor Heft present a Certificate of Recognition to Crime Prevention Specialist Alyssa Rabas, Orange County Sheriff's Department 2022 Professional Staff Employee of the Year.

2. SCHEDULE OF FUTURE EVENTS

2.1 Schedule of Future Events
Recommendation: That the City Clerk announce the upcoming meetings and events.

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.

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 25, 2023, Regular Meeting Recommendation: That the City Council approve the City Council Minutes for the April 25, 2023, Regular Meeting.

4.3 Ratification of May 9, 2023, Warrant Register
Recommendation: That the City Council ratify the accompanying Warrant Register for the period from April 14, 2023, to April 27, 2023, in the amount of $242,144.79.

City of Laguna Hills City Council/Planning Agency Tuesday, May 9, 2023 Regular Meeting Agenda
4 4.4 Grant Application to OCTA for the Environmental Cleanup Program - Phase XII Catch Basin CPS-Mod and ARS-CL Screen Project, CIP No. 412-L Recommendation: That the City Council approve the submission of a Grant Application to the Orange County Transportation Authority for the Measure M2 Environmental Cleanup Program for the Phase XII Catch Basin CPS-Mod & ARS-CL Screen Project and adopt a Resolution entitled: "A RESOLUTION OF THE CITY

COUNCIL OF THE CITY OF LAGUNA HILLS, CALIFORNIA, AUTHORIZING AN APPLICATION FOR FUNDS FOR THE MEASURE M2 ENVIRONMENTAL CLEANUP TIER 1 GRANT PROGRAM, UNDER ORANGE COUNTY LOCAL TRANSPORTATION ORDINANCE NO. 3 FOR THE PHASE XII CATCH BASIN CPS-MOD & ARS-CL SCREEN PROJECT."

4.5 Proposed Office Lease with Agatha Global Tech, LLC for 24031 El Toro Road, Suite 205, Laguna Hills, California
Recommendation: That the City Council: 1) Approve the Lease Agreement with Agatha Global Tech, LLC, a California limited liability company, for 24031 El Toro Road, Suite 205, Laguna Hills, California; and 2) Authorize the City Manager to make minor modifications, as necessary, to the Lease Agreement and to execute the Lease Agreement.

4.6 Excused Absence Request from Council Member Don Caskey for May 9, 2023, City Council Meeting
Recommendation: That the City Council approve an Excused Absence Request from Council Member Don Caskey for the May 9, 2023, City Council Meeting, if he is not in attendance.

4.7 Designation of Voting Delegate for California Joint Powers Insurance Authority 2023 Annual Board of Directors Meeting
Recommendation: That the City Council designate the Mayor as the Primary Voting Delegate and the Mayor Pro Tempore as the Alternate Voting Delegate for the California Joint Powers Insurance Authority (CJPIA) 2023 Annual Board of Directors Meeting.

ITEMS REMOVED FROM THE CONSENT CALENDAR
City of Laguna Hills City Council/Planning Agency Tuesday, May 9, 2023 Regular Meeting Agenda
5 5. PLANNING AGENCY

6. CITY COUNCIL PUBLIC HEARINGS

6.1 Public Hearing on 2023 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 PUBLIC WORKS DIRECTOR TO

COMMENCE ENFORCING WEED, RUBBISH, AND REFUSE ABATEMENT AGAINST SPECIFIED PARCELS OF LAND."

7. ADMINISTRATIVE REPORTS

7.1. City Manager

7.2. Public Works Director/City Engineer

7.2.1 Bicycle, Electric Bicycle, and Motorized Mobility Device Safety Recommendation: That the City Council direct Police Services to monitor and observe violations of State law and City codes related to motorized bicycles and devices and report back to City Council in one year.

8. MATTERS AGENDIZED AND PRESENTED BY CITY COUNCIL MEMBERS

8.1. Mayor Heft

8.1.1 Condemning the Actions of the Government of Iran
Recommendation: Mayor Heft recommends that the City Council direct City staff to prepare a resolution or letter of support stating that the Laguna Hills City Council stands in solidarity with the women of Iran and our Iranian-American population who have been impacted by the human rights violations committed by the Government of Iran.

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:

City of Laguna Hills City Council/Planning Agency Tuesday, May 9, 2023 Regular Meeting Agenda
6 1. Time Capsule Ad Hoc Committee
Council Member Caskey and Council Member Pezold
Project Update

2. Association of California Cities - Orange County (ACC-OC) Legislative and Regulatory Committee
Mayor Pro Tempore Wheeler
April 27 Meeting

3. Orange County Fire Authority (OCFA)
Board of Directors
Council Member Sweeney
April 27 Regular Meeting

10. CITY COUNCIL MEMBER COMMENTS

CLOSED SESSION

ANNOUNCEMENT OF CLOSED SESSION ITEM(S)
The City Council will convene into Closed Session, in the City Council Conference Room, 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: Ross Massbaum vs. City of Laguna Hills; Orange County Superior Court Case No. 30-2021-01227472-CU-PO-CJC; Complaint for Personal Injury

PUBLIC COMMENT ON CLOSED SESSION ITEM(S)

ADJOURN TO CITY COUNCIL CONFERENCE ROOM OR CITY COUNCIL CHAMBER

CONVENE INTO CLOSED SESSION
The City Council will convene into Closed Session to consider the matter(s) listed above.

RECONVENE TO CITY COUNCIL CHAMBER

CLOSED SESSION REPORT
City Attorney to announce whether any reportable action was taken on any matters considered during Closed Session.

City of Laguna Hills City Council/Planning Agency Tuesday, May 9, 2023 Regular Meeting Agenda
7 ADJOURNMENT
The next Regular Meeting of the City Council/Planning Agency will be May 23, 2023, at 7:00 p.m., in the City Council Chamber, located at 24035 El Toro Road, Laguna Hills, California.

CERTIFICATION
I, JENNIFER LEE, 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, 2023, at 5:00 p.m.

May 4, 2023
Jennifer Lee, City Clerk Date
It is the intention of the City of Laguna Hills to comply with the Americans with Disabilities Act in all respects. If as an attendee or a participant at this meeting you will need special assistance beyond what is normally provided, the City of Laguna Hills will attempt to accommodate you in every reasonable manner. Please 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. In addition, such writings or documents will be made available for public review on the City’s website at: https://www.lagunahillsca.gov/supplementalagenda and at the respective public meeting.

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 9, 2023
TO: Mayor and Council Members
FROM: Jennifer Lee
City Clerk
ISSUE: Presentation of Proclamation for "Drowning Prevention Awareness" RECOMMENDATION: That the City Council issue 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 and that Mayor Heft present the Proclamation to Baryic Hunter, Division Chief, Orange County Fire Authority.

SUMMARY:

The City received a request from the Orange County Fire Authority (OCFA) to issue a Proclamation declaring the City’s participation in the “Always the Water” and “Never Swim Alone” campaigns from May through August. Staff recommends the City Council issue the Proclamation to be presented to OCFA Division Chief Baryic Hunter at the May 9, 2023, City Council meeting.

ATTACHMENTS:
• Proclamation - Drowning Prevention Awareness

1.4 Packet Pg. 8

1.4.a
Packet Pg. 9
Attachment: Proclamation - Drowning Prevention Awareness (3118 : Proclamation for Drowning Prevention Awareness) City of Laguna Hills
City Council/Planning Agency
Staff Report
DATE: May 9, 2023
TO: Mayor and Council Members
FROM: Jennifer Lee
City Clerk
ISSUE: Certificate of Recognition for Crime Prevention Specialist Alyssa Rabas, Orange County Sheriff's Department's 2022 Professional Staff Employee of the Year
RECOMMENDATION: That Mayor Heft present a Certificate of Recognition to Crime Prevention Specialist Alyssa Rabas, Orange County Sheriff's Department 2022 Professional Staff Employee of the Year.

SUMMARY:

The Orange County Sheriff’s Department - Laguna Hills Police Services is to be considered among the best and most professional law enforcement departments in the state. Not only do we have excellent deputies serving the community of Laguna Hills, we have excellent professional staff as well. Crime Prevention Specialist Alyssa Rabas has served the Orange County Sheriff’s Department and the City of Laguna Hills since December 6, 2021. She has performed in an exemplary manner earning the nomination of her peers and supervisors and selection by the undersheriff to be the Orange County Sheriff’s Department 2022 Professional Staff Employee of the Year. We are lucky to have Crime Prevention Specialist Rabas here at the City of Laguna Hills and it is in order to recognize her for her distinguished and dedicated service to the City and its citizens.

ATTACHMENTS:
• Certificate of Recognition - Crime Prevention Specialist Alyssa Rabas

1.5 Packet Pg. 10

1.5.a
Packet Pg. 11
Attachment: Certificate of Recognition - Crime Prevention Specialist Alyssa Rabas (3136 : Certificate of Recognition for Crime Prevention City of Laguna Hills
City Council/Planning Agency
Staff Report
DATE: May 9, 2023
TO: Mayor and Council Members
FROM: Jennifer Lee
City Clerk
ISSUE: Schedule of Future Events
RECOMMENDATION: That the City Clerk announce the upcoming meetings and events.

SUMMARY:

Organic Waste Recycling Town Hall
Thursday, May 11, 6:30 p.m. – 8:00 p.m., Laguna Hills Community Center Heritage Room Events, Communication, and Beautification Committee Regular Meeting Monday, May 15, 11:00 a.m., Laguna Hills Civic Center Admin Conference Room City Council Special Meeting (Interviews of Applicants for Commissions) Tuesday, May 16, 5:00 p.m., Community Development Conference Room Traffic Commission Regular Meeting
Wednesday, May 17, 7:00 p.m., Laguna Hills Civic Center Council Chamber Parent’s Night Out
Friday, May 19, 6:00 p.m. – 8:30 p.m., Laguna Hills Community Center Global Harmony Symphony “An Evening of Mozart & More” featuring bassoon soloist Monday, May 22, 7:00 p.m., Laguna Hills Community Center Heritage Room City Council/Planning Agency Regular Meeting
Tuesday, May 23, 7:00 p.m., Laguna Hills Civic Center Council Chamber Memorial Day Half Marathon, 5K, 10K
Monday, May 29, 6:20 a.m. Starting Line on Calle de la Louisa between the former mall site and Saddleback Memorial Medical Center

2.1 Packet Pg. 12
Schedule of Future Events
May 9, 2023

Page 2 ends

Memorial Day – City Hall Offices and Community Center will be Closed Monday, May 29
Movies in the Park – Turning Red
Friday, June 9, 6:00 p.m., Laguna Hills Community Center CR&R Compost Giveaway
Saturday, June 10, 7:00 a.m. – 10:00 a.m., Soka University, Aliso Viejo

2.1 Packet Pg. 13
City of Laguna Hills
City Council/Planning Agency
Staff Report
DATE: May 9, 2023
TO: Mayor and Council Members
FROM: Jennifer Lee
City Clerk
ISSUE: Approval of Minutes for April 25, 2023, Regular Meeting RECOMMENDATION: That the City Council approve the City Council Minutes for the April 25, 2023, Regular Meeting.

ATTACHMENTS:
• April 25, 2023, City Council Regular Meeting Minutes

4.2 Packet Pg. 14

CITY OF LAGUNA HILLS

CITY COUNCIL/PLANNING AGENCY

REGULAR MEETING

MINUTES
Tuesday, April 25, 2023
GENERAL BUSINESS - CONVENING AT 7:00 PM

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

INVOCATION: Elder Tom Munson of Christ Community Church PLEDGE OF ALLEGIANCE: Mayor Pro Tempore Wheeler
At the Mayor’s request, Chief of Police Services Captain Burk provided information on the April 22 shooting incident that occurred at the Laguna Hills Community Center.

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

1. PRESENTATIONS AND PROCLAMATIONS

1.1 Laguna Hills High School Student Liaison Report
The City Council received an oral report from Laguna Hills High School 2023 Spring Student Liaison Alexa Richter.

1.2 Presentation of Proclamation for "DMV/Donate Life Month" The City Council issued a Proclamation declaring April 2023, as "DMV/Donate Life Month" and Mayor Heft presented the Proclamation to Leslie Eskildsen and Susan Reid, OneLegacy Ambassadors.

4.2.a
Packet Pg. 15
Attachment: April 25, 2023, City Council Regular Meeting Minutes (3146 : Approval of Minutes for April 25, 2023, Regular Meeting) City of Laguna Hills City Council/Planning Agency Tuesday, April 25, 2023 Regular Meeting Minutes
2 2. SCHEDULE OF FUTURE EVENTS

2.1 Schedule of Future Events
City Clerk Lee announced the upcoming meetings and events.

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

Diane Harkey, a resident of Dana Point, provided public comments regarding public safety options for cities.

4. CONSENT CALENDAR
Motion to approve the Consent Calendar with Mayor Heft removing Item No. 4.8 and Mayor Pro Tempore Wheeler and Mayor Heft removing Item No. 4.10.

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

4.2 Approval of Minutes for April 11 2023, Special Meeting Recommendation: That the City Council approve the City Council Minutes for the April 11, 2023, Special Meeting.

4.3 Approval of Minutes for April 11, 2023, Regular Meeting Recommendation: That the City Council approve the City Council Minutes for the April 11, 2023, Regular Meeting.

4.2.a
Packet Pg. 16
Attachment: April 25, 2023, City Council Regular Meeting Minutes (3146 : Approval of Minutes for April 25, 2023, Regular Meeting) City of Laguna Hills City Council/Planning Agency Tuesday, April 25, 2023 Regular Meeting Minutes
3 4.4 Ratification of April 25, 2023, Warrant Register
Recommendation: That the City Council ratify the accompanying Warrant Register for the period from March 31, 2023 to April 13, 2023, in the amount of $1,184,116.31.

4.5 Treasurer's Investment Report for March 2023
Recommendation: That the City Council receive and file the Treasurer's Investment Report for the month of March 2023.

4.6 Submission of an Aerial Waste Waiver to the San Diego Regional Water Quality Control Board for Pollutant Discharges from the City's Fourth of July Fireworks Display and Adoption of a Categorical Exemption Determining that the Event is Exempt from Environmental Review Pursuant to Title 14, Chapter 3, Section 15304(E) of the California Code of Regulations.

Recommendation: That the City Council: 1) Direct staff to submit an Aerial Waste Waiver to the San Diego Regional Water Quality Control Board for pollutant discharges from the City’s Fourth of July fireworks display; and 2) Adopt a Categorical Exemption under CEQA pursuant to Guideline Section No. 15304 (Class 4, Minor Alterations to Land).

4.7 An Amendment to the City’s Schedule of Administrative Citation Fines and Penalties Related to Implementation of Short-Term Rental Regulations.

Recommendation: That the City Council:
1) Find and determine that the proposed project is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15273 (Rates, Tolls, Fares, and Charges) of Title 14, Chapter 3 of the California Code of Regulations, and Section 21080(b)(8) of Division 13, Chapter 2.6 of the Public Resources Code; and
2) Adopt Resolution No. 2023-04-25-1: “A RESOLUTION OF THE CITY COUNCIL OF

THE CITY OF LAGUNA HILLS, CALIFORNIA, AMENDING AND RESTATING THE SCHEDULE OF ADMINISTRATIVE CITATION FINES AND PENALTIES.”

4.2.a
Packet Pg. 17
Attachment: April 25, 2023, City Council Regular Meeting Minutes (3146 : Approval of Minutes for April 25, 2023, Regular Meeting) City of Laguna Hills City Council/Planning Agency Tuesday, April 25, 2023 Regular Meeting Minutes
4 4.9 Second Reading & Adoption of Proposed Ordinance Prohibiting the Advertisement and Rental of Property for Short-Term Rental in All Residential Zones
Recommendation: That the City Council: 1) Adopt Ordinance No. 2023-2: “AN ORDINANCE OF THE CITY OF LAGUNA HILLS, CALIFORNIA, ADDING CHAPTER 6- 40 (SHORT-TERM RENTALS) TO TITLE 6 (PUBLIC WELFARE) OF THE LAGUNA HILLS

MUNICIPAL CODE TO PROHIBIT THE ADVERTISEMENT AND RENTAL OF PROPERTY FOR SHORT-TERM RENTAL IN ALL RESIDENTIAL ZONES”; and 2) Authorize the Mayor/Mayor Pro Tempore to execute the Ordinance.

ITEMS REMOVED FROM THE CONSENT CALENDAR

4.8 Second Reading & Adoption of Proposed Ordinance Modifying the Parking Requirement for Low-Intensity Medical Office Uses Mayor Heft removed Item No. 4.8 from the Consent Calendar to allow for public comments on the item.

The following individual addressed the City Council on Item No. 4.8:

Susan Pratt, a local business owner, expressed her appreciation for the Ordinance.

Recommendation: That the City Council: 1) Adopt Ordinance No. 2023-1: “AN

ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LAGUNA HILLS, CALIFORNIA, ADOPTING ZONING TEXT AMENDMENT NO. RZNE-0007-2023, AN AMENDMENT TO TITLE 9 (ZONING AND SUBDIVISIONS) OF THE LAGUNA HILLS MUNICIPAL CODE, UPDATING CHAPTER 9-44 (ACCESS AND PARKING) TO MODIFY THE PARKING

REQUIREMENT FOR LOW-INTENSITY MEDICAL OFFICE USES, SPECIFICALLY

CHIROPRACTIC, ACUPUNCTURE, OPTOMETRY, PHYSICAL THERAPY, AND PSYCHOTHERAPY OFFICES”; and 2) Authorize the Mayor/Mayor Pro Tempore to execute the Ordinance.

4.2.a
Packet Pg. 18
Attachment: April 25, 2023, City Council Regular Meeting Minutes (3146 : Approval of Minutes for April 25, 2023, Regular Meeting) City of Laguna Hills City Council/Planning Agency Tuesday, April 25, 2023 Regular Meeting Minutes
5 4.10 Authority to Advertise Citywide Sidewalk Repairs and Concrete Construction Project, CIP No. 106 and Approval of Cost Sharing Agreement for La Paz Road Sidewalk Widening Project
Mayor Pro Tempore Wheeler and Mayor Heft removed Item No. 4.10 from the Consent Calendar to allow for discussion on the item.

Public Works Director/City Engineer Ames provided a PowerPoint Presentation responded to Council Member requests for additional information.

Recommendation: That the City Council: 1) Approve the plans and specifications for the Citywide Sidewalk Repairs and Concrete Construction Project, CIP No. 106; 2) Authorize the advertisement for bids for the Citywide Sidewalk Repairs and Concrete Construction Project, CIP No. 106; 3) Allow the City Engineer to make minor edits to the plans and specifications as necessary; 4) Approve the Cost Sharing and Cooperative Agreement for La Paz Road Sidewalk Widening Project; 5) Authorize the City Manager or City Attorney to make minor modifications to the Agreement, as necessary; 6) Authorize the City Manager to execute the Agreement; and 7) Find that environmental review is not required under the California Environmental Quality Act (CEQA) pursuant to the California Code of Regulations, Title 14, Chapter 3, Section 15301 as a Class 1 Categorical Exemption - “Existing Facilities.”
RESULT: APPROVED [UNANIMOUS]
MOVER: Erica Pezold, Council Member
SECONDER: Joshua Sweeney, Council Member
AYES: Janine Heft, Mayor; Dave Wheeler, Mayor Pro Tempore; Erica Pezold, Council Member; Joshua Sweeney, Council Member
ABSENT: Don Caskey, 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 for this meeting.

7. ADMINISTRATIVE REPORTS

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

4.2.a
Packet Pg. 19
Attachment: April 25, 2023, City Council Regular Meeting Minutes (3146 : Approval of Minutes for April 25, 2023, Regular Meeting) City of Laguna Hills City Council/Planning Agency Tuesday, April 25, 2023 Regular Meeting Minutes
6 7.2. Deputy City Manager/Community Services Director

7.2.1 2023 Fourth of July Celebration Pre-Event Report and Fireworks Agreement
Deputy City Manager 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) Receive and file the 2023 Fourth of July Celebration pre-event report; and 2) Approve the Fireworks Display Agreement between Fireworks and Stage FX America, LLC, and the City of Laguna Hills for 2023 and authorize the City Manager to execute the Agreement.

A motion to move staff’s recommendation and to authorize the City Manager to execute an Amendment No. 1 to incorporate Program B, if funds become available, was moved by Council Member Sweeney, seconded by Council Member Pezold.

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

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

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 Fire Authority (OCTA)
Board of Directors
Council Member Sweeney
April 12 Special Meeting
Council Member Sweeney provided an oral report.

4.2.a
Packet Pg. 20
Attachment: April 25, 2023, City Council Regular Meeting Minutes (3146 : Approval of Minutes for April 25, 2023, Regular Meeting) City of Laguna Hills City Council/Planning Agency Tuesday, April 25, 2023 Regular Meeting Minutes
7 2. Orange County Senior Citizens Advisory Council (SCAC) Mayor Pro Tempore Wheeler
April 14 Full Council Meeting
Mayor Pro Tempore Wheeler provided an oral report.

3. Association of California Cities - Orange County (ACC-OC) Mayor Heft, Mayor Pro Tempore Wheeler, and Council Member Sweeney
April 17 - 20 Washington D.C. Advocacy Trip
Mayor Heft, Mayor Pro Tempore Wheeler, and Council Member Sweeney provided oral reports.

4. OC Mosquito and Vector Control District (OCMVCD)
Board of Trustees
Council Member Pezold
April 20 Regular Meeting.

Council Member Pezold provided an oral report.

10. CITY COUNCIL MEMBER COMMENTS
Council Member Pezold
Council Member Pezold provided comments on enhanced security at the Community Center and the positive impact and benefit it has provided to the community.

ADJOURNMENT
There being no further business before the City Council at this session, Mayor Heft declared the meeting adjourned at 8:03 p.m.

Jennifer Lee, City Clerk
ATTEST:

Janine Heft, Mayor
Approved at meeting of May 9, 2023

4.2.a
Packet Pg. 21
Attachment: April 25, 2023, City Council Regular Meeting Minutes (3146 : Approval of Minutes for April 25, 2023, Regular Meeting) City of Laguna Hills
City Council/Planning Agency
Staff Report
DATE: May 9, 2023
TO: Mayor and Council Members
FROM: Eric Hendrickson
Finance Director
ISSUE: Ratification of May 9, 2023, Warrant Register
RECOMMENDATION: That the City Council ratify the accompanying Warrant Register for the period from April 14, 2023, to April 27, 2023, in the amount of $242,144.79.

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 14, 2023, to April 27, 2023, is being presented for ratification by the City Council.

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

ATTACHMENTS:
• Warrant Register - May 9, 2023
• Payables Detail Report - May 9, 2023

4.3 Packet Pg. 22
Payment Amount
250.00
577.80
5,214.00
664.53
129.50

35.55 408.05
312.48
984.00
761.60
215.02
6,250.00
190.00
1,170.33

58.94 368.65
37,456.01
3,637.20
200.00
703.19
2,225.95
300.00
361.73
625.60
2,125.00
25,000.00
500.00
17,181.78
5,750.00
4,197.95
868.31
2,874.83
6,450.00
486.45
186.95
250.00
256.73
577.50
103.26
484.61
296.27
53,626.00
494.30
57,117.23
Total Regular: 241,927.30
4/28/2023 12:44:29 PM Page 1 of 3
1985 W-2337 WEST COAST ARBORISTS, INC. 04/27/2023
1986 W-2446 WHEELER, DAVID 04/27/2023
1987 R-1801 WOODRUFF, SPRADLIN AND SMART 04/27/2023
1982 S-1904 SOUTHERN CALIFORNIA EDISON 04/27/2023
1983 S-2250 SPARKLETTS 04/27/2023
1984 T-2712 TOTAL SOURCE OFFICEWORKS 04/27/2023
1979 Z-CS-0411 PAEZ-ESCOBEDO, VERONICA 04/27/2023
1980 R-1830 RALPHS GROCERY COMPANY 04/27/2023
1981 R-1977 RJ ELECTRIC 04/27/2023
1976 N-1474 NIEVES LANDSCAPE, INC. 04/27/2023
1977 C-1007 OCSD LAW ENFORCEMENT CONTRACT, OC TREASURER-TAX 04/27/2023 1978 O-1500 ORANGE COUNTY REGISTER 04/27/2023
1973 J-1057 JAMEY CLARK, INC. 04/27/2023
1974 M-1388 MOBILE MINI, INC. 04/27/2023
1975 M-1302 MOULTON NIGUEL WATER DISTRICT 04/27/2023
1970 Z-CS-0410 FLORES, JESUS 04/27/2023
1971 H-0829 HARTZOG AND CRABILL, INC. 04/27/2023
1972 H-0960 HR GREEN PACIFIC, INC. 04/27/2023
1967 C-0060 COUNTY OF ORANGE PF RD FINANCIAL SERVICES 04/27/2023 1968 E-0606 EIDE BAILLY LLP 04/27/2023
1969 F-0721 FLOCK SAFETY 04/27/2023
1964 C-1177 CANON FINANCIAL SERVICES, INC. 04/27/2023
1965 C-1217 CONCORDIA UNIVERSITY IRVINE 04/27/2023
1966 C-1191 COUNTY OF ORANGE 04/27/2023
1961 A-0138 ALL CITY MANAGEMENT, INC. 04/27/2023
1962 C-1142 ANTHONY D. CARSON 04/27/2023
1963 A-0365 AT AND T - CALNET 3 04/27/2023
1958 E-0611 DAVE MCELWAIN 04/24/2023
1959 B-0450 MARIA BOWMAN 04/24/2023
1960 S-1902 SAN DIEGO GAS AND ELECTRIC 04/24/2023
1955 T-2702 TRIPEPI SMITH AND ASSOCIATES, INC. 04/20/2023 1956 V-2254 VITUITY - URGENT CARE SERVICES, PC 04/20/2023 1957 C-0023 COX COMMUNICATION 04/24/2023
1952 S-1935 SAN JOAQUIN HILLS TRANSPORT CORRIDOR AGENCY 04/20/2023 1953 T-2002 TAB PRODUCTS COMPANY 04/20/2023
1954 T-2712 TOTAL SOURCE OFFICEWORKS 04/20/2023
1949 F-0604 FEDERAL EXPRESS CORPORATION 04/20/2023
1950 M-1585 MCDONALD, KAYLE 04/20/2023
1951 P-1832 PRINTEX PRINTING AND GRAPHICS INC. 04/20/2023 1946 C-1191 COUNTY OF ORANGE 04/20/2023
1947 D-0453 DEPARTMENT OF CONSERVATION 04/20/2023
1948 D-0423 DIVISION OF THE STATE ARCHITECT STATE OF CALIFORNIA 04/20/2023 Payment Type: Regular
1944 Z-CS-0409 BEACH CITIES QUILTERS GUILD 04/20/2023
1945 C-1102 CALIFORNIA BUILDING STANDARDS COMMISSION 04/20/2023 Warrant Register - May 9, 2023
City of Laguna Hills, CA By Check Number
Date Range: 04/14/2023 - 04/27/2023
Check Number Vendor Number Vendor Name Payment Date

4.3.a
Packet Pg. 23
Attachment: Warrant Register - May 9, 2023 (3150 : Warrant Register, May 9, 2023) Payment Amount
217.49
4/28/2023 12:44:29 PM Page 2 of 3
EFT's 0 0 0.00 0.00
75 45 0.00 242,144.79
Voided Checks 0 0 0.00 0.00
Bank Drafts 5 1 0.00 217.49
Regular Checks 70 44 0.00 241,927.30
Manual Checks 0 0 0.00 0.00
Payment Type: Bank Draft
DFT0002456 B-0276 BANK OF AMERICA VISA CARD 04/24/2023
Total Bank Draft: 217.49
Bank Code AP Bank Summary
Payable
Count
Payment
Payment Type Count Discount Payment
Warrant Register - May 9, 2023 Date Range: 04/14/2023 - 04/27/2023 Check Number Vendor Number Vendor Name Payment Date

4.3.a
Packet Pg. 24
Attachment: Warrant Register - May 9, 2023 (3150 : Warrant Register, May 9, 2023) 242,144.79
4/28/2023 12:44:29 PM Page 3 of 3
Fund Summary
Fund Name Period Amount
998 POOL 4/2023 242,144.79
EFT's 0 0 0.00 0.00
75 45 0.00 242,144.79
Voided Checks 0 0 0.00 0.00
Bank Drafts 5 1 0.00 217.49
Regular Checks 70 44 0.00 241,927.30
Manual Checks 0 0 0.00 0.00
Warrant Register - May 9, 2023 Date Range: 04/14/2023 - 04/27/2023 All Bank Codes Check Summary
Payable
Count
Payment
Payment Type Count Discount Payment

4.3.a
Packet Pg. 25
Attachment: Warrant Register - May 9, 2023 (3150 : Warrant Register, May 9, 2023) Amount
04/27/2023 RALPHS GROCERY COMPANY 0123136166_23324187 Special Events, Rooted Campaign, Mar '23
100-310-695500 4.99
4/28/2023 12:46:13 PM Page 1 of 5
04/27/2023 AT AND T - CALNET 3 000019760132 Alarm, Com Ctr & City Hall Lines, Apr '23
100-195-630000 161.35
04/27/2023 AT AND T - CALNET 3 000019760132 Alarm, Com Ctr & City Hall Lines, Apr '23
100-310-630100 118.54
04/27/2023 AT AND T - CALNET 3 000019614206 Alarm, Com Ctr & City Hall Lines, Mar '23
100-195-630000 161.35
04/27/2023 AT AND T - CALNET 3 000019614206 Alarm, Com Ctr & City Hall Lines, Mar '23
100-310-630100 261.95
04/24/2023 BANK OF AMERICA VISA CARD POLSVCS 04.20.23 - 04 (6393) Amazon Prime 100-420-622000 16.15 04/24/2023 BANK OF AMERICA VISA CARD POLSVCS 04.20.23 - 05 (6393) The Toll Roads of OC 100-420-646100 3.73 04/24/2023 BANK OF AMERICA VISA CARD POLSVCS 04.20.23 - 02 (6393) In-N-Out Burger 100-420-695000 166.47 04/24/2023 BANK OF AMERICA VISA CARD POLSVCS 04.20.23 - 03 (6393) The Toll Roads of OC 100-420-646100 4.20 04/24/2023 DAVE MCELWAIN 042423 Reimbursement Raising Cane's, Apr '23
100-420-695000 58.94
04/24/2023 BANK OF AMERICA VISA CARD POLSVCS 04.20.23 - 01 (6393) In-N-Out Burger 100-420-695000 26.94 04/24/2023 SAN DIEGO GAS AND ELECTRIC 041423 Street Lights, Traffic Control, Com Ctr, Feb-Apr
100-356-631900 3,364.03
04/24/2023 MARIA BOWMAN 042423 Reimbursement, Aliso Coffee & Donuts, Apr '23
100-420-695000 368.65
04/24/2023 SAN DIEGO GAS AND ELECTRIC 041423 Street Lights, Traffic Control, Com Ctr, Feb-Apr
100-355-631000 7,360.90
04/24/2023 SAN DIEGO GAS AND ELECTRIC 041423 Street Lights, Traffic Control, Com Ctr, Feb-Apr
100-356-631400 14,957.98
04/24/2023 COX COMMUNICATION 040723 Traffic Signal, Apr '23 100-195-630000 84.00 04/24/2023 SAN DIEGO GAS AND ELECTRIC 041423 Street Lights, Traffic Control, Com Ctr, Feb-Apr
100-310-631100 11,773.10
04/24/2023 COX COMMUNICATION 032923 WiFi, Community Center, Mar '23 100-195-630000 224.25 04/24/2023 COX COMMUNICATION 040523 T-1 Line, Apr '23 100-195-630000 862.08 04/20/2023 TAB PRODUCTS COMPANY INV000035697 Office Supplies, General Government, Apr '23
100-155-620000 761.60
04/20/2023 COUNTY OF ORANGE SC13794 Communications Charges, 4/1/23 - 6/30/23
100-420-646000 5,214.00
04/20/2023 TRIPEPI SMITH AND ASSOCIATES, 9908 Communications Support, Apr '23 100-155-695000 6,250.00 04/20/2023 BEACH CITIES QUILTERS GUILD FRD-0300 Refund, Facility Deposit, R #1035429.002
100-000-222000 250.00
04/20/2023 TOTAL SOURCE OFFICEWORKS 31749 Office Supplies, Apr '23 100-195-620000 223.74 04/20/2023 FEDERAL EXPRESS CORPORATION 8-100-43276 Delivery Services, Apr '23 100-195-625000 35.55 04/20/2023 VITUITY - URGENT CARE SERVICES, 1375K20515 Recruitment, Apr '23 100-195-617000 190.00 04/20/2023 PRINTEX PRINTING AND GRAPHICS
INC.
24331 (1) Special Events, Rooted Campaign,
Apr '23
100-310-695500 312.48
04/20/2023 CALIFORNIA BUILDING STANDARDS

COMMISSION
033123 Q1 Building Standard Fund, Jan-Mar '23 100-000-442000 (64.20) 04/20/2023 MCDONALD, KAYLE 041823 Travel Reimbursement, CCAC Palm Springs, Apr '23
100-155-612000 408.05
04/20/2023 DIVISION OF THE STATE ARCHITECT

STATE OF CALIFORNIA
033123 Disability Access Fees, Jan-Mar '23 100-000-221012 1,293.00 04/20/2023 CALIFORNIA BUILDING STANDARDS

COMMISSION
033123 Q1 Building Standard Fund, Jan-Mar '23 100-000-221011 642.00 04/20/2023 DEPARTMENT OF CONSERVATION 033123 Remittance, SMIP Fee, Jan-Mar '23 100-000-221002 439.76 04/20/2023 SAN JOAQUIN HILLS TRANSPORT

CORRIDOR AGENCY
033123 Remit, Transportation Corrider Fees,
Jan-Mar '23
100-000-221006 984.00
Fund: 100 - GENERAL FUND
04/20/2023 TOTAL SOURCE OFFICEWORKS 0086CM Office Supplies, Apr '23 100-195-620000 (8.72) 04/20/2023 DEPARTMENT OF CONSERVATION 033123 Remittance, SMIP Fee, Jan-Mar '23 100-000-221001 224.77 Payables Detail Report
City of Laguna Hills, CA By Fund
Payment Dates 04/14/2023 - 04/27/2023
Payment Date Vendor Name Payable Number Description (Payable) Account Number

4.3.b
Packet Pg. 26
Attachment: Payables Detail Report - May 9, 2023 (3150 : Warrant Register, May 9, 2023) Amount
4/28/2023 12:46:13 PM Page 2 of 5
04/27/2023 MOBILE MINI, INC. 9017399938 Storage Rental, Community Center, 4/12 - 5/9/23
100-310-641000 225.71
04/27/2023 MOBILE MINI, INC. 9017449713 Storage Rental, Community Center, 4/18 - 5/15/23
100-310-641000 82.97
04/27/2023 ALL CITY MANAGEMENT, INC. 84931 Crossing Guard Services, 4/2/23 - 4/15/23
100-420-720822 3,637.20
04/27/2023 MOBILE MINI, INC. 9017282344 Storage Rental, Community Center, 3/30 - 4/26/23
100-310-641000 341.83
04/27/2023 NIEVES LANDSCAPE, INC. 74473 Monthly and Misc Landscape, Apr '23 100-355-720700 3,750.00 04/27/2023 NIEVES LANDSCAPE, INC. 74475 Monthly and Misc Landscape, Apr '23 100-355-720700 600.00 04/27/2023 JAMEY CLARK, INC. 73833 Graffiti Removal, Public Works, Apr 100-355-720500 586.57 04/27/2023 NIEVES LANDSCAPE, INC. 74472 Monthly and Misc Landscape, Apr '23 100-355-720700 2,100.00 04/27/2023 JAMEY CLARK, INC. 73828 Park Repairs, Public Works, Apr '23 100-355-720701 135.00 04/27/2023 JAMEY CLARK, INC. 73832 Park Repairs, Public Works, Apr '23 100-355-720701 905.00 04/27/2023 JAMEY CLARK, INC. 73825 Park Repairs, Public Works, Apr '23 100-355-720701 180.00 04/27/2023 JAMEY CLARK, INC. 73826 Maint & Repair, Comm Ctr, Apr '23 100-310-645500 742.50 04/27/2023 JAMEY CLARK, INC. 73809 Park Repairs, Public Works, Apr '23 100-355-720701 360.00 04/27/2023 JAMEY CLARK, INC. 73824 Graffiti Removal, Public Works, Apr 100-355-720500 508.88 04/27/2023 WOODRUFF, SPRADLIN AND SMART 73793 Professional Services Legal, Mar '23 100-155-700011 261.80 04/27/2023 JAMEY CLARK, INC. 73793 Park Repairs, Public Works, Mar '23 100-355-720701 225.00 04/27/2023 JAMEY CLARK, INC. 73596 Graffiti Removal, Public Works, Dec 100-355-720500 442.50 04/27/2023 WOODRUFF, SPRADLIN AND SMART 73793 Professional Services Legal, Mar '23 100-155-700010 37,976.40 04/27/2023 RJ ELECTRIC 61844 Maint & Repair, Comm Ctr, Apr '23 100-310-645500 577.50 04/27/2023 JAMEY CLARK, INC. 73350 Park Repairs, Public Works, Sep '22 100-355-720701 112.50 04/27/2023 TOTAL SOURCE OFFICEWORKS 31830 Office Supplies, Apr '23 100-195-620000 296.27 04/27/2023 SPARKLETTS 4228482 042123 Operating Supplies, Apr '23 100-195-622000 293.77 04/27/2023 CANON FINANCIAL SERVICES, INC. 30327379 Lease - Copier, New Admin Copier, 4/1/23 - 4/30/23
100-195-641200 1,588.26
04/27/2023 CANON FINANCIAL SERVICES, INC. 30327380 Lease - Copier, Comm Ctr, 4/1/23 - 4/30/23
100-195-641200 383.85
04/27/2023 HARTZOG AND CRABILL, INC. 23-0258(HCI#3502) Traffic Signal Mgmt Services, CIP 168, Mar '23
100-600-790600 665.00
04/27/2023 CANON FINANCIAL SERVICES, INC. 30327378 Lease - Copier, City Hall, 4/1/23 - 4/30/23
100-195-641200 253.84
04/27/2023 HARTZOG AND CRABILL, INC. 23-0257(HCI#3698) Traffic Signal Mgmt Services, Mar '23 100-356-700101 14,587.00 04/27/2023 HARTZOG AND CRABILL, INC. 23-0258(HCI#3502) Traffic Signal Mgmt Services, CIP 168, Mar '23
100-356-700101 1,929.78
04/27/2023 WEST COAST ARBORISTS, INC. 198440 Tree Trimming Services, Mar '23 100-355-720702 30,340.00 04/27/2023 WEST COAST ARBORISTS, INC. 198452 Tree Trimming Services, Mar '23 100-355-720702 23,286.00 04/27/2023 SPARKLETTS 12194330 032923 Operating Supplies, Comm Ctr, Mar 100-310-622005 190.84 04/27/2023 HR GREEN PACIFIC, INC. 162021 Public Works Permit Inspections, Mar '23
100-355-700255 5,750.00
04/27/2023 WHEELER, DAVID 042723 Travel Reimb, ACC Advocacy, Washington DC, Apr '23
100-155-612002 494.30
04/27/2023 CONCORDIA UNIVERSITY IRVINE 100 Handbell Ensemble for 2022 Holiday Event Series
100-310-695500 300.00
04/27/2023 ORANGE COUNTY REGISTER 041723 Digital Subscription, City Hall, 4/23 - 10/22/23
100-155-626000 186.95
04/27/2023 SOUTHERN CALIFORNIA EDISON 042023 - Acct #700076000453 Street Lights, Traffic Control, Mar '23 100-356-631400 103.26 04/27/2023 MOULTON NIGUEL WATER DISTRICT 041323 Water Usage, Public Works & Com Ctr, Mar '23
100-310-635100 733.05
04/27/2023 MOULTON NIGUEL WATER DISTRICT 041323 Water Usage, Public Works & Com Ctr, Mar '23
100-355-635000 2,141.78
04/27/2023 COUNTY OF ORANGE PF RD

FINANCIAL SERVICES
033123, #RFR23-00026 Remittance, Carits, Moulton Fees,
Jan - Mar '23
100-000-221003 195.20
04/27/2023 COUNTY OF ORANGE PF RD

FINANCIAL SERVICES
033123, #RFR23-00026 Remittance, Carits, Moulton Fees,
Jan - Mar '23
100-000-221004 430.40
04/27/2023 RALPHS GROCERY COMPANY 0223136507_23356736 Operating Supplies, Comm Svcs, Mar '23
100-310-622005 72.15
04/27/2023 RALPHS GROCERY COMPANY 0323136843_23490085 Operating Supplies, Comm Svcs, Apr '23
100-310-622005 82.35
Payables Detail Report Payment Dates: 04/14/2023 - 04/27/2023 Payment Date Vendor Name Payable Number Description (Payable) Account Number 04/27/2023 RALPHS GROCERY COMPANY 0223136199_23326730 Operating Supplies, Comm Svcs, Mar '23
100-310-622005 97.24

4.3.b
Packet Pg. 27
Attachment: Payables Detail Report - May 9, 2023 (3150 : Warrant Register, May 9, 2023) Amount
4/28/2023 12:46:13 PM Page 3 of 5
04/27/2023 FLOCK SAFETY INV-14325 Automated License Plate Readers, CIP 518
600-255-950518 25,000.00
Fund 600 - CAPITAL IMPROVEMENT PROJECT Total: -
Grand Total: 242,144.79
04/27/2023 HARTZOG AND CRABILL, INC. 23-0258(HCI#3502) Traffic Signal Mgmt Services, CIP 168, Mar '23
600-251-950168 665.00
04/27/2023 FLOCK SAFETY INV-14325 Automated License Plate Readers, CIP 518
600-000-490100 (25,000.00)
Fund 451 - LIABILITY SELF-INSURANCE Total: 18,879.03
Fund: 600 - CAPITAL IMPROVEMENT PROJECT
04/27/2023 HARTZOG AND CRABILL, INC. 23-0258(HCI#3502) Traffic Signal Mgmt Services, CIP 168, Mar '23
600-000-490100 (665.00)
Fund 312 - CASp Total: (1,163.50)
Fund: 451 - LIABILITY SELF-INSURANCE
04/27/2023 WOODRUFF, SPRADLIN AND SMART 73793 Professional Services Legal, Mar '23 451-155-700011 18,879.03 Fund 100 - GENERAL FUND Total: 224,429.26
Fund: 312 - CASp
04/20/2023 DIVISION OF THE STATE ARCHITECT

STATE OF CALIFORNIA
033123 Disability Access Fees, Jan-Mar '23 312-000-442000 (1,163.50) 04/27/2023 OCSD LAW ENFORCEMENT

CONTRACT, OC TREASURER-TAX
SH 65154 Law Enforcement, Supplemental
Services, SCE
100-420-720800 486.45
04/27/2023 COUNTY OF ORANGE STTM000979 Communications Charges, 1/1/23 - 1/31/23
100-420-646000 361.73
04/27/2023 FLOCK SAFETY INV-14325 Automated License Plate Readers, CIP 518
100-600-790600 25,000.00
04/27/2023 ANTHONY D. CARSON LHHM Inv_2023b Program Expense, 1/2 Marathon 100-310-695507 200.00 04/27/2023 FLORES, JESUS FRD-0301 Refund, Facility Deposit, R #1035058.002
100-000-222000 500.00
04/27/2023 PAEZ-ESCOBEDO, VERONICA FRD-0302 Refund, Facility Deposit, R #1035304.002
100-000-222000 250.00
04/27/2023 MOBILE MINI, INC. 9017461369 Storage Rental, Community Center, 4/19 - 5/16/23
100-310-641000 217.80
04/27/2023 EIDE BAILLY LLP EI01493077 Partial Audit Fees, Single Audit, YE 6/30/22
100-155-700051 2,125.00
Payables Detail Report Payment Dates: 04/14/2023 - 04/27/2023 Payment Date Vendor Name Payable Number Description (Payable) Account Number

4.3.b
Packet Pg. 28
Attachment: Payables Detail Report - May 9, 2023 (3150 : Warrant Register, May 9, 2023) 312-000-442000 Building Related Permits (1,163.50) (1,163.50) 4/28/2023 12:46:13 PM Page 4 of 5
100-420-720800 General Law Enforcement 486.45 486.45
100-420-720822 Crossing Guard Services 3,637.20 3,637.20 100-600-790600 Transfer Out to Capital Imprv. 25,665.00 25,665.00 100-420-646000 Maint & Rep-Equip & Machinery 5,575.73 5,575.73 100-420-646100 Maint & Repairs - Vehicles 7.93 7.93
100-420-695000 CommunityAsstnc/PublicRelation 621.00 621.00 100-356-631900 MOE Electrcity On-bill Financing 3,364.03 3,364.03 100-356-700101 MOE Traffic Engineer Services 16,516.78 16,516.78 100-420-622000 Operating Supplies 16.15 16.15
100-355-720701 Parks Contract Repair 1,917.50 1,917.50
100-355-720702 Tree Maintenance 53,626.00 53,626.00
100-356-631400 MOE Electricity-Streetlights & 15,061.24 15,061.24 100-355-700255 Improvement Inspection 5,750.00 5,750.00 100-355-720500 Graffiti Removal 1,537.95 1,537.95
100-355-720700 Landscape Maintenance Contract 6,450.00 6,450.00 100-310-695507 Marathon 5k 200.00 200.00
100-355-631000 Utilities - Electric 7,360.90 7,360.90
100-355-635000 Utilities - Water 2,141.78 2,141.78
100-310-641000 Rent/Lease - Equipment 868.31 868.31
100-310-645500 Maint&Repair-Facility Comm Ctr 1,320.00 1,320.00 100-310-695500 Special Events-Program Service 617.47 617.47 100-310-630100 Phone & Communication Comm 380.49 380.49 100-310-631100 Utilities - Electric Comm Ctr 11,773.10 11,773.10 100-310-635100 Utilities - Water Comm Ctr 733.05 733.05 100-195-630000 Telephone & Communication 1,493.03 1,493.03 100-195-641200 Rent/Lease - Copier 2,225.95 2,225.95
100-310-622005 Operating Supplies Comm Ctr 442.58 442.58 100-195-620000 Office Supplies 511.29 511.29
100-195-622000 Operating Supplies 293.77 293.77
100-195-625000 Postage & Delivery 35.55 35.55
100-155-700011 Legal Services-Litigation 261.80 261.80
100-155-700051 Professional Services - Annual 2,125.00 2,125.00 100-195-617000 Recruitment 190.00 190.00
100-155-626000 Subscriptions & Books 186.95 186.95
100-155-695000 CommunityAsstnc/PublicRelation 6,250.00 6,250.00 100-155-700010 Legal Services-General Counsel 37,976.40 37,976.40 100-155-612000 Travel, Conferences & Meetings 408.05 408.05 100-155-612002 Travel - ACC-OC 494.30 494.30
100-155-620000 Office Supplies 761.60 761.60
100-000-221012 SB1186 ADA CASp Fees 1,293.00 1,293.00
100-000-222000 Refundable Deposits 1,000.00 1,000.00
100-000-442000 Building Related Permits (64.20) (64.20) 100-000-221004 Carits 430.40 430.40
100-000-221006 SJHTC B 984.00 984.00
100-000-221011 Building Standards Fee 642.00 642.00
100-000-221001 SMIP - Residential 224.77 224.77
100-000-221002 SMIP - Commercial 439.76 439.76
100-000-221003 MOULTON 195.20 195.20
600 - CAPITAL IMPROVEMENT PROJECT - -
Grand Total: 242,144.79 242,144.79
Account Summary
Account Number Account Name Expense Amount Payment Amount 100 - GENERAL FUND 224,429.26 224,429.26
312 - CASp (1,163.50) (1,163.50)
451 - LIABILITY SELF-INSURANCE 18,879.03 18,879.03
Payables Detail Report Payment Dates: 04/14/2023 - 04/27/2023 Report Summary
Fund Summary
Fund Expense Amount Payment Amount

4.3.b
Packet Pg. 29
Attachment: Payables Detail Report - May 9, 2023 (3150 : Warrant Register, May 9, 2023) Grand Total: 242,144.79 242,144.79
4/28/2023 12:46:13 PM Page 5 of 5
Grand Total: 242,144.79 242,144.79
Project Account Summary
Project Account Key Expense Amount Payment Amount
**None** 242,144.79 242,144.79
600-000-490100 Transfer In- General Fund (25,665.00) (25,665.00) 600-251-950168 TrafficSignalmprovCoordination 665.00 665.00 600-255-950518 Automated License Plate Readers 25,000.00 25,000.00 Account Summary
Account Number Account Name Expense Amount Payment Amount 451-155-700011 Legal Services-Litigation 18,879.03 18,879.03 Payables Detail Report Payment Dates: 04/14/2023 - 04/27/2023

4.3.b
Packet Pg. 30
Attachment: Payables Detail Report - May 9, 2023 (3150 : Warrant Register, May 9, 2023) City of Laguna Hills
City Council/Planning Agency
Staff Report
DATE:

TO:

FROM:

ISSUE:

May 9, 2023
Mayor and Council Members
Joe Ames, P.E., T.E.

Public Works Director/City Engineer
Grant Application to OCTA for the Environmental Cleanup Program - Phase XII Catch Basin CPS-Mod and ARS-CL Screen Project, CIP No. 412-L RECOMMENDATION: That the City Council approve the submission of a Grant Application to the Orange County Transportation Authority for the Measure M2 Environmental Cleanup Program for the Phase XII Catch Basin CPS-Mod & ARS-CL Screen Project and adopt a Resolution entitled: "A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF LAGUNA HILLS, CALIFORNIA, AUTHORIZING AN APPLICATION FOR FUNDS FOR THE MEASURE M2 ENVIRONMENTAL CLEANUP TIER 1 GRANT PROGRAM, UNDER ORANGE COUNTY LOCAL TRANSPORTATION ORDINANCE NO. 3 FOR THE PHASE XII CATCH BASIN CPS-MOD & ARS-CL SCREEN PROJECT." SUMMARY:

The Orange County Transportation Authority (OCTA) issued a call for projects for the Tier 1 Environmental Cleanup Program (ECP) which provide Measure M2 grant funding for catch basin debris gates, and other devices, intended to mitigate pollutants generated from public roadway storm water runoff which adversely impacts downstream water quality. Staff prepared and submitted a grant application for the City's twelfth phase application for this program by the due date of April 28, 2023. The City Council is requested to approve the submission of this grant application and adopt the required attached OCTA project application Resolution.

4.4 Packet Pg. 31
OCTA Grant App for ECP Debris Gates Phase XII
May 9, 2023

Page 2 ends

BACKGROUND:

The City has previously applied for eleven phases, and received funding for ten phases, of grant funds for the installation of catch basin debris gates, also known as automated retractable screens (ARS), and most recently, connector pipe screens (CPS), which intercept and prohibit most organic materials and litter from entering catch basins and storm drains. To date, this grant program has helped provide funding for the installation of debris gates on approximately 88% of the City’s catch basins and connector pipe screens on approximately 50% of the City’s catch basins. This program has been implemented to improve storm water quality, meet trash control requirements, and for compliance with the intentions of Regional Permits issued under the National Pollution Discharge Elimination SystemProgram.

OCTA recently issued a call for projects for the Tier 1 ECP to provide a new round of grant funding for catch basin debris gate installations to mitigate pollutants generated from public roadways which adversely impact storm water runoff water quality. To access these grant funds, staff has prepared the attached grant application covering 76 catch basins, subject to change, for the City's twelfth phase application of this program. Of the 76 catch basins, 54 will have CPS installed where ARS is already installed, one will have ARS installed where CPS is already installed, and 21 will have ARS and CPS installed, subject to further field verification. The 22 total ARS installation locations replace existing ARS installations done in 2011, which were of an old design not made of stainless steel that are prone to malfunction and are no longer in warranty.

The grant application was submitted to OCTA by the due date of April 28, 2023. The City Council is requested to approve the submission of this grant application, attached and adopt the required attached OCTA project applicationResolution.

CEQA FINDINGS:

Environmental review is not required under the California Environmental Quality Act (CEQA) pursuant to the California Code of Regulations, Title 14, Chapter 3, Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, Cal. Code of Regs, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly.

4.4 Packet Pg. 32
OCTA Grant App for ECP Debris Gates Phase XII
May 9, 2023

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FISCAL IMPACT:

The Phase XII Environmental Cleanup Program Funding Application, in the amount of $250,000, requires a 20% local funding match or $50,000. Funds for this match have been included in the proposed fiscal year 2023-2024 Capital Improvement Program Budget for CIP No. 412-L.

ATTACHMENTS:
• Proposed Resolution - OCTA Measure M2 Grant Program
• OCTA OC GO Project X Grant Application

4.4 Packet Pg. 33
RESOLUTION NO. 2023-05-09-X

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

LAGUNA HILLS, CALIFORNIA, AUTHORIZING AN
APPLICATION FOR FUNDS FOR THE MEASURE M2
ENVIRONMENTAL CLEANUP TIER 1 GRANT PROGRAM,

UNDER ORANGE COUNTY LOCAL TRANSPORTATION
ORDINANCE NO. 3 FOR THE PHASE XII CATCH BASIN

CPS-MOD & ARS-CL SCREEN PROJECT
The City Council of the City of Laguna Hills, California, hereby finds, determines, declares, and resolves as follows:

WHEREAS, Orange County Local Transportation Ordinance No.3, dated July 24, 2006, and is known and cited as the Renewed Measure M Transportation Ordinance and Investment Plan makes funds available through the Environmental Cleanup Program to help protect Orange County beaches and waterways from transportation generated pollution (urban runoff) and improve overall water quality; and WHEREAS, the Environmental Cleanup, Tier 1 Grant Program consists of funding purchases and installation to catch basins with Best Management Practices, such as screens, filters, inserts, and other "street-scale" low flow diversion projects; and WHEREAS, OCTA has established the procedures and criteria for reviewing proposals; and
WHEREAS, the City of Laguna Hills possesses authority to nominate water quality improvement projects that have a transportation pollution nexus to finance and construct the proposed project; and
WHEREAS, by formal action the City of Laguna Hills authorizes the nomination of the Phase XII Catch Basin CPS-Mod & ARS-CL Screen Project, including all understanding and assurances contained therein, and authorizes the person identified as the official representative of the City of Laguna Hills to act in connection with the nomination and to provide such additional information as may be required; and WHEREAS, the City of Laguna Hills will maintain and operate the equipment acquired and installed; and
WHEREAS, the City of Laguna Hills will give OCTA's representatives access to and the right to examine all records, books, papers or documents related to the funded Tier 1 Grant Project; and
WHEREAS, the City of Laguna Hills will cause work on the project to be commenced within a reasonable time after receipt of notification from OCTA and that the project will be carried to completion with reasonable diligence; and

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Attachment: Proposed Resolution - OCTA Measure M2 Grant Program (3123 : OCTA Grant App for ECP Debris Gates Phase XII) Resolution No. 2023-05-09-X

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WHEREAS, the City of Laguna Hills will comply where applicable with provisions of the California Environmental Quality Act, the National Environmental Policy Act, the American with Disabilities Act, and any other federal, state, and/or local laws, rules and/or regulations; and
WHEREAS, the City of Laguna Hills must include all projects funded by Net Revenues in the seven-year Capital Improvement Program as part of the Renewed Measure M Ordinance eligibility requirement; and
WHEREAS, the City of Laguna Hills authorizes a formal amendment to the seven-year Capital Improvement Program to add projects approved for funding upon approval from the Orange County Transportation Authority Board of Directors; and WHEREAS, the City of Laguna Hills will provide a minimum of 20% in matching funds for the Phase XII Catch Basin CPS-Mod & ARS-CL Screen Project as required by the Orange County Comprehensive Transportation Funding Programs Guidelines.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LAGUNA

HILLS, CALIFORNIA, DOES RESOLVE, DECLARE, DETERMINE, AND ORDER AS FOLLOWS:

SECTION 1. The City Council of the City of Laguna Hills hereby authorizes the Public Works Director, as the official representative of the City of Laguna Hills to accept funds for the Environmental Cleanup, Tier 1 Grant Program for the Phase XII Catch Basin CPS-Mod & ARS-CL Screen Project.

SECTION 2. The City Council of the City of Laguna Hills agrees to fund its share of the project costs and any additional costs over the identified programmed amount.

PASSED, APPROVED, AND ADOPTED this 9
th day of May 2023
____________________________________

JANINE HEFT, MAYOR
ATTEST:
_____________________________________

JENNIFER LEE, CITY CLERK

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Attachment: Proposed Resolution - OCTA Measure M2 Grant Program (3123 : OCTA Grant App for ECP Debris Gates Phase XII) Resolution No. 2023-05-09-X

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STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss

CITY OF LAGUNA HILLS )
I, Jennifer Lee, City Clerk of the City of Laguna Hills, California, DO HEREBY CERTIFY that the foregoing is a true and correct copy of Resolution No. 2023-05-09-X adopted by the City Council of the City of Laguna Hills, California, at a Regular Meeting thereof held on the 9
th day of May 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
(SEAL)
_____________________________________

JENNIFER LEE, CITY CLERK

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Attachment: Proposed Resolution - OCTA Measure M2 Grant Program (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

CITY OF LAGUNA HILLS
Project X
Environmental Cleanup Program (ECP)
Measure M2, Tier 1 Grant Application
CPS-Mod™ & ARS-CL™ Screen Project, Phase XII
Full Capture Systems and Curb-Opening Screens
Prepared For:

Orange County Transportation Authority
600 South Main Street
Orange, CA 92863-1584
(714) 560-5907
Prepared By:

Joe Ames, P.E.

City of Laguna Hills
24035 El Toro Road, Laguna Hills
(949) 707-2655
April 9, 2023

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Packet Pg. 37
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

TABLE OF CONTENTS

1. COVER 1

2. TABLE OF CONTENTS 2

3. APPLICATION
A. SECTION I: General Project Information 3
B. SECTION II: Detailed Project Information & Scoring 5 C. SECTION III: Additional Project Details 13

4. ATTACHMENTS 15
A. Calculations & Support Documentation for Question #2 and #3 16 B. Detailed Project Estimate & Warranty 22
C. Location Maps & Project Site Photos 31
D. Detailed Project Schedule 66
E. Design Drawings 69
F. City Council Resolution 83
G. Project Drainage Areas, Priority Land Uses, BMP Locations, KMZ files & KMZ Files
87 H. Vendor and Installer Qualifications 92
2 4.4.b
Packet Pg. 38
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT X
2023 Tier 1 Call for Projects Application for Funding
2023_ECP Tier 1 Application (02/13/2023) Page 1 of 12

APPLICATION INSTRUCTIONS
Local Agencies applying for Project X ECP funds are required to complete and submit this application. Any projects not in compliance with the CTFP Guidelines will not be eligible for funding.

SECTION I: General Project Information
Applicant Information
Agency: CITY OF LAGUNA HILLS
Project Title: PHASE XII CATCH BASIN CPS-Mod & ARS-CL SCREEN PROJECT Device Type(s) &
Quantity:
75 CPS-Mod Full Capture Systems & 100 ARS-CL Curb-Opening Screens (in 22 catch basins)
Project Manager: Joe Ames, P.E., Public Works Director/City Engineer Phone: 949.707.2655
Email: [email protected]
Proposed Funding Summary
Total Project Cost: $250,000 Local Match:
(Cash Only, 20% minimum) $50,000
M2 ECP Funds
Request: $200,000
Project is Part of a
Larger Construction
Effort:

No
Project Readiness & Schedule
City Council Approval: 5/9/2023
Design & Permitting (If Applicable) NA
Award of Contract 6/4/2024
Construction/Installation (Start and Completion) Start: 7/1/2024 Completion: 9/20/2024
Application Checklist

YES N/A
A Environmental Documentation (As Applicable) ☐ 
B Detailed Project Estimate  ☐
C Location Maps & Project Site Photos  ☐
D Detailed Project Schedule  ☐
E Design/Concept Drawings  ☐
F City Council Resolution  ☐
G Project Drainage Area(s), Priority Land Use(s), and BMP Location(s) shapefiles/KMZs  ☐
H Preliminary agreements with joint and/or third-party entities (As Applicable) ☐  3 4.4.b
Packet Pg. 39
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT X
2023 Tier 1 Call for Projects Application for Funding
2023_ECP Tier 1 Application (02/13/2023) Page 2 of 12
Project Description – Describe the project location and the Tier 1 type improvements proposed. If the project is included in an existing Integrated Water Management Plan, please provide details on why it was included. Use additional pages as needed.

The City’s proposed project for OCTA’s Project X grant funds installs Tier 1 type connector pipe screens (CPS-Mod) and curb-opening automatic retractable screens (ARS-CL) in MS4 catch basins (CBs) in the north, central and south of Laguna Hills. The 76 CBs targeted for these BMP devices receive storm water runoff from 408 total acres in 2 watersheds. Fifty-seven CBs are in Aliso Creek Watershed and flow into Aliso Creek, travel through Aliso Viejo, Laguna Niguel, Unincorporated Orange County, and Laguna Beach before discharging into the Pacific Ocean at Aliso Beach. The project’s other 19 CBs flow into San Juan Creek Watershed.

The locations in the north are CBs in need of storm water device protection are commercial or arterial primary land use (PLU) areas. These are in the business district, Avenida Carlota, Mouton Parkway, and Los Alisos Blvd. All these locations receive high volumes of traffic and transportation related pollutants.

These CBs drain through Aliso Creek. Only the arterial Cabot Road drains into San Juan Creek.

The G2 Construction fabricated and installed CPS-Mod™ Full Capture System and ARS-CL™ are the City’s selected Tier 1 BMPs because they provide two levels of pollutant filtration. The ARS-CL devices screen the entire width of curb-openings to prevent pollutants 3/4" or larger from entering. The CPS-Mod is a State Water Board certified as a Full Capture System (FCS) that installs around the CB discharge pipe and prevents everything 5mm or larger from escaping the CB and flowing downstream.

The pollution reduction benefits meet both the fractional percent of 1-yr, 1-hr event peak flowrate and the fractional percent of the 85th percentile of the 24-hr design event (see Attachment A calcs). These ARS-CL and CPS-Mod BMP devices are 100% effective in capturing visible pollutants, and after evaluating many other BMP types we continue to believe these are by far the best choice for Laguna Hills.

This project will install 75 CPS-Mod screens in 75 CBs. About 2/3 of these CBs have an existing ARS-CL, and the other 1/3 already have one installed. This project will install 100 ARS-CL screens in 22 CBs.

Twenty-one of these CBs also receive a new CPS-Mod. This project includes custom design, fabrication, and installation by our contractor G2 Construction.

In 2011 the City funded a pilot program and installed first-generation ARS in many of the CBs targeted this year. While those old-design ARS were effective during their 3-year warranty they were prone to malfunction, were not made of stainless steel, and are no longer functioning or useful. The ARS-CL is a significant upgrade in design and quality from earlier curb screens. Installing ARS-CL to replace old and failing screens was approved by ECP Project X management in 2019 because none of the old screens were funded by OCTA and beyond useful life.

Based on the City’s budget timing and past experience, installations will begin four months after executing an Agreement with OCTA. G2 Construction has always successfully finished our projects within several months of receiving an agreement and we expect next year will be the same. The ARS-CL installed in the City have had a positive effect on public awareness. Residents of Laguna Hills and visitors see the attractive stainless-steel screens protecting storm water throughout the City. By monitoring and measuring what comes out of our CBs and maintaining our installed devices we continue to build our storm water treatment knowledge and improve the environment.

Since 2013, City Staff have chosen to have G2’s ARS-CL and CPS-Mod screens installed with assistance from this OCTA ECP Tier 1 grant program. Thank you in advance for consideration of this grant application. 4 4.4.b
Packet Pg. 40
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT X
2023 Tier 1 Call for Projects Application for Funding
2023_ECP Tier 1 Application (02/13/2023) Page 3 of 12
SECTION II: Detailed Project Information & Scoring

1. Describe the need for the selected BMP(s), including nexus to transportation pollutants, and detail the benefits to water quality the BMP(s) will achieve. (up to 15 Points) The City needs the selected CPS-Mod™ and ARS-CL™ screens installed in our existing MS4 catch basins (CBs) because they are highly effective at capturing pollutants, trash, and debris during and before storm events. This project will install devices in 76 CBs with a direct nexus to transportation pollutants throughout the City including Priority Land Use (PLU) areas with commercial use, arterial roadways, and roadways to residences. When it rains all storm water flushes the trash, pollutants, and debris from the area’s properties, roadways, sidewalks, and parking lots (See Maps in Attachment C) into the CBs targeted in this project. Both BMP devices are excellent at capturing this pollution in Laguna Hills before it flows out of the City.

The CPS-Mod and ARS-CL screens protect water quality from 408 acres in 2 watersheds. The northern and south-central 57 CBs are in the Aliso Creek Watershed and flow into Aliso Creek, and the eastern 19 CBs flow to San Juan Creek. Both watershed 303(d) pollutants and discharge into the Pacific Ocean.

The ARS-CL curb-opening screens stop all trash and debris that is ¾” or greater from entering the CBs during dry weather, and the City’s street sweeping program collects these pollutants monthly. These devices will be installed in 22 CBs that collect drainage from commercial, arterial, and residential areas. This project will install ARS-CL screens covering 359 linear feet of curb-openings and protect 110 acres. The ARS-CL captures 85 to 90% of debris that flows into CBs and clog the 5mm holes of the CPS-Mod and impair that screen’s treatment capacity.

The CPS-Mod Full Capture System is extremely effective as the final line-of-defense when trash and debris escapes past the ARS-CL during heavy storm events. The CPS-Mod’s patented design stops 100% of particles 5mm or larger from exiting the CB and flowing downstream and is certified by the State Water Board. This project will install 75 CPS-Mod in CBs and will protect 403 acres of drainage. The designed CPS-Mod are sized to exceed the 1-year, 1-hour storm event (See Attachment A calcs).

The benefits to water quality that this project will achieve include capturing all pollution from 408 acres from entering OC’s waterways through MS4 catch basins. This will reduce the 303(d) pollutants downstream (including Selenium, Total Nitrogen as N, and Toxicity). It will also reduce visible pollutants in OC creeks and on beaches, and this will reduce the negative and deadly impacts to fish and wildlife. This project is estimated to capture almost 4,400 cubic feet of trash and debris yearly (see Attachment E) from CBs along transportation routes where vehicles deposit metals (copper lead, zinc), tire wear, hydrocarbons, and people generate trash. The residential areas also generate pollutants from landscaping (organic chemicals and compounds, sediment, nutrients, decaying vegetation), animal waste, vehicle metals, and litter that contribute to downstream pollution.

Both devices are custom fabricated by G2 Construction from 304 stainless-steel and installed to fit each unique CB and come with a 10-year warranty. Installing these BMPs is the City’s best opportunity to stop the highest volume of transportation-generated pollutants at their source before exiting the City’s CBs and traveling downstream through Orange County. These devices are an excellent fit with the City’s street sweeping and CB maintenance programs and are very cost effective relative to alternative solutions.

In summary, this project will install 75 CPS-Mod in 75 CBs, and 100 unique ARS-CL screens in 22 CBs. We have again selected G2 Construction's ARS-CL and CPS-Mod because they are highly effective and robust, are OCTA ECP and OCPW approved, and the greatest value of the Tier 1 BMP choices. The City’s experience with G2 and their devices has been very positive, and we are pleased with their product effectiveness and the company's level of service.
5 4.4.b
Packet Pg. 41
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT X
2023 Tier 1 Call for Projects Application for Funding
2023_ECP Tier 1 Application (02/13/2023) Page 4 of 12

2. Based on information provided by the applicant, a cost/benefit calculation will be conducted to compare the total project cost to the area of priority land uses treated by the proposed BMP(s). Please complete the table below: (up to 16 points):

BMP(s)
Type 1 Type 2, etc.

Type(s) of BMP(s) proposed:

CPS-Mod™
Full Capture
Systems by G2
ARS-CL™
Curb Screens
by G2
Number of each BMP type: 75 100
Total drainage area(s) contributing to each BMP type: 403 110 Total
Drainage area(s) that is/are considered Priority Land Uses*: 63 25 63 Total Project Cost: $250,000
Cost/Benefit ($/ac of priority land uses): $3,968
Project Score (to be completed by OCTA): Click to enter text.
*Refer to City General Plans for general land use distribution/coverage information. Refer to the Statewide Trash Provisions for a complete definition of Priority Land Uses (e.g. high density residential, industrial, commercial, mixed urban, public transportation stations).

3. Pollutant Reduction Benefits: Project benefits will be based on treatment capacity and BMP type.

Applicant to provide the calculations used to determine the following scores: (up to 12 points):

Line Factor Points
Available Multiplier Line Score
A Fractional percent of 1-yr, 1-hr event peak flowrate treated by the BMP(s) 0 to 1 3 3 B Fractional percent of 85th percentile, 24-hr design event that is treated by the BMP(s) 0 to 1.5 3 4.5
C
BMP Multiplier:
0 to 1 6 0
•0 points if BMP is not low-impact development (LID) or treatment control •1/3 point for high capacity systems
•2/3 point for filters/biofilters
•1 point for zero-discharge BMPs
Project Score: 7.5
Scoring Equation (Max 12 points): (Ax3) + (Bx3) + (Cx6) Calculations may be provided on a separate sheet
6 4.4.b
Packet Pg. 42
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT X
2023 Tier 1 Call for Projects Application for Funding
2023_ECP Tier 1 Application (02/13/2023) Page 5 of 12

4. How effectively will the proposed project deal with the more visible forms of pollutants, such as litter and debris? (up to 10 points)
The City's proposed project is extremely effective in preventing visible forms of pollutants from entering waterways and ending up in the receiving waters downstream and on County beaches.

With the installation of this project’s CPS-Mod and ARS-CL devices we know that 100% of visible pollution that enter the targeted CBs will be captured in Laguna Hills, and 0% of this trash and debris will flow out of the City into the Aliso Creek Watershed or San Juan Creek Watershed.

Our project has two excellent lines of storm water protection that ensures no visible pollution escapes these catch basins.

First, the full capture system CPS-Mod™ will stop 100% of visible pollutants that get past the ARSCL and enter the catch basin. The CPS-Mod devices will capture everything 5mm and larger from exiting the catch basin and entering the connector pipe and waterways. These visible pollutants such as plastic (bottles, cups, bags, wrappers, containers, straws, utensils), face masks, Styrofoam (packaging, food containers, cups), aluminum and metal cans, cardboard, paper, cigarette butts, and more are screened from the water before ever entering the connector pipe and waterways.

Second, the ARS-CL™ screens are designed to stop the most visible pollutants from ever entering our catch basins. The ARS stops everything ¾” or larger from entering the catch basin and our weekly street sweeping program removes this debris quickly. Also, the ARS-CL screens close off the entire curb opening of our catch basins, and physically prevent people from consciously or unconsciously putting trash into the catch basin. This acts as an excellent deterrent to polluters and reminds everyone that trash and pollutants should never be discarded into the storm drain system.

The proposed CPS-Mod and ARS-CL project is the most effective solution for stopping the most visible forms of pollutants from entering the storm water system. Installation of these catch basin devices is the most cost-effective method for preventing trash from traveling downstream. This enables the City to continue installing and maintaining these devices throughout the City.

The City of Laguna Hills has been advocating for a clean environment for decades, and educating the public is an essential part of this commitment. When our residents see installed catch basin screening devices they understand that trash and other items should not be disposed of in the catch basin. This education is expected to reduce the amount of pollution generated and that our new devices will need to stop.
7 4.4.b
Packet Pg. 43
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT X
2023 Tier 1 Call for Projects Application for Funding
2023_ECP Tier 1 Application (02/13/2023) Page 6 of 12

5. What other BMP types were considered for this project? Why was the proposed BMP chosen? (5 points) The City considered many alternative BMPs prior to selecting G2's CPS-Mod and ARS-CL screens.

1. Hydrodynamic separators (HDS) were considered, but the cost and value did not justify pursuing this BMP. The cost per acre for treatment was very high. Laguna Hills has more than 500 catch basins, and HDS systems are not practical.

2. Bioretention basins have some advantages that the City finds appealing, but the availability of City owned land in appropriate locations limits the options. Also, the cost per location makes it difficult to justify given the City’s existing CBs. Additional research is needed before selecting this BMP.

3. Filter baskets inside catch basins were tested several years ago, but they had limits to their effectiveness and had high maintenance needs. Plus, filter baskets are not considered a fullcapture system. In all respects, less attractive than the selected devices.

4. Permeable pavement is a good option for allowing stormwater to pass water into the ground below, but it does not have a trash capture element to it.

5. Irrigation systems were considered but not a good alternative at this time.

We selected the CPS-Mod and ARS-CL for this project because they deliver greater value than the other options. Effectiveness and affordability for these custom fabricated and installed systems allows for a high number of CBs to be installed.

Additional Info. The City participants in several BMP programs now:

A. Street sweeping. The City has our arterial streets swept weekly and residential streets swept twice per month. Sweeping in conjunction with our installed ARS-CL is extremely effective in preventing trash from entering our catch basins.

B. Litter control through enforcing anti-litter laws; providing litter receptacles in busy and high pedestrian traffic areas of the community such as at bus stops and along trails.

C. Cleaning litter receptacles on a regular basis to avoid litter overflow.

D. Waste reduction by promoting recycling and providing recycling containers in busy, high pedestrian traffic areas of the community.

E. Community education in the form of posters in public places, door hangers, school visits, and clean-up campaigns. The problem with these is they are labor intensive, costly, and require ongoing support. They also do not completely change people's behavior. 8 4.4.b
Packet Pg. 44
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT X
2023 Tier 1 Call for Projects Application for Funding
2023_ECP Tier 1 Application (02/13/2023) Page 7 of 12

6. Provide information on proposed BMP performance efficiency and/or effectiveness, including pollutant capture, storage capacity, flow capacity, etc. (up to 6 points) Performance Effectiveness:

CPS-Mod™ - 100% reduction in pollutant capture 5mm or larger. Full Capture System certified.

ARS-CL™ - 88% reduction in litter, debris, and pollutants (by weight).

Storage Capacity:

CPS-Mod™ - 30 cubic feet (W=7’); 55 cubic feet (W=14’)
ARS-CL™ – unlimited volume prevented from entering CB. Works in combination with street sweeping to collect pollutants and debris.

Filtered Flow Rates in CFS (cubic feet per second) at 75% of maximum:

CPS-Mod™: 4.5 sqft screen = 4.9 CFS; 6.0 sqft = 6.5 CFS; 9.0 sqft = 12.9 CFS;

11.0 sqft = 15.8 CFS @ 5mm
ARS-CL™: 3.5’= 1.45 CFS; 5’= 2.13 CFS ; 7’=2.93 CFS ; 10’=4.31 CFS ; 14’=6.02 CFS ; 21’=8.99 CFS ; 28’= 12.08 CFS @ 3/4" filter.

Performance:

The CPS-Mod™ device was tested in a controlled environment for filtration rates and filtration effectiveness. The CPSMod filtration rate exceeded the rates listed above, and captured 100% of debris that was 5mm or larger. (see Filtered Flow Rate Testing – G2 CPS-Mod, Jan. 2019)
General
CPS-Mod is Full Capture System certified by State Water Board. It effectively captures 100% of litter, debris, and pollutants that are 5mm or larger. Each device is customized to the catch basin were installed and the screen size can be increased to provide higher rates of flow treatment filtration. Trash capture capacity depends on the size of the CB. Catch basin cleaning is required.

ARS-CL effectively prevents litter and objects ¾” or larger from entering the catch basin, and reduces materials in the catch basin by 85-95%. Each screen is ~3.5’ long and it is custom sized to each curb-opening. Between 1 and 10 unique screens are installed in each CB, and street sweeping is required. Generally, each linear foot of ARS-CL will prevent 6 cubic feet of debris from entering the CB annually, depending on the location.

Specific to Laguna Hills Project X 2023-24
Pollutant Capture & Storage Capacity. The CPS-Mod and ARS-CL devices installed on this project are projected to capture 4,398 cubic feet of trash and debris annually (see Attachment E calculations). Given the 359 linear feet of ARSCL curb-screen, targeted CB interior volume, and the City’s maintenance program these devices can easily capture this much trash and debris and still maintain 1-year, 1-hour treatment requirements.

Flow Treatment Capacity. These devices will treat 100% of the 1-yr, 1-hr peak storm event and 100% of the 85th percentile of the 24-hr storm event. (See Attachment A for details) Additional Research
City Research. Additionally, in 2005-2006, the City of Laguna Hills participated in the Sulphur Solution Project with the City of Laguna Niguel. One key component of the project was to install automatic retractable screens (ARS) in catch basins across the City. In 2006, following installations, the City's catch basins were cleaned and the trash, debris, soil and "muck" was measured and the data was analyzed.

Data analysis showed that ARS retrofitted catch basins had a 70% drop in the volume of trash and an 81% drop in the volume of soil/muck/sediment, as compared with similar catch basins without ARS screens. Average volume in catch basins without ARS was 4.7 cubic feet, while average volume with ARS was 1.4 cubic feet. Net reduction of 3.3 cf per CB. The City’s street sweeper collected removed the debris prior to entry in the CB. This data was submitted to the San Diego Regional Water Quality Control Board that year. 9 4.4.b
Packet Pg. 45
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT X
2023 Tier 1 Call for Projects Application for Funding
2023_ECP Tier 1 Application (02/13/2023) Page 8 of 12

7. Project Readiness: How long after OCTA Board of Directors approval (September 2023) will the project be operational (select one)? (up to 6 points):
☐ <4 Months
6 Points
☒ 4 – 8 Months
4 Points
☐ 8 – 12 Months
2 Points
☐ > 12 Months
1 Point

8. Will the project provide any secondary benefits beyond water quality improvements (i.e., water-use efficiency, public awareness, flood control, recreation, habitat, sustainability)? (up to 5 points) The secondary benefits, beyond water quality improvements, are many and include:

1. Public Awareness about the importance of storm water quality, and the need to protect it from trash and pollutants, is a major benefit of this project. It shows children and adults that catch basins need to be protected from pollution. The City's installation of ARS-CL and CPS-Mod throughout the City shows the public that protecting rainwater systems is a very high priority.

2. Human health and safety dangers are reduced during recreation. Children and adults playing or working in streams, waterways, and on beaches downstream. Reduction of trash, toxins, bacteria, and sharp objects is a significant public benefit.

3. Habitat health and safety of fish, aquatic life, birds, and wildlife that eat trash or toxins hoping it is food are better protected by the BMPs in this project. Plastics and trash lead to the death of animals that ingest it or get entangled. If one species is negatively impacted, then it can impact all the animals in the eco-system.

4. Sustainability of the City’s storm drain network, local streams and the soil and vegetation around it, will accumulate fewer pollutants over the short and long term. Preventing contamination will protect the sustainability of the system over time.

5. Home values may be improved in areas with the ARS-CL and CPS-Mod devices. The highquality stainless-steel screens are viewed as environmentally positive, and likely to attract buyers interested in a high-quality location.

5. Economically, the less visible trash in waterways and on beaches, the more tourism and interest in Orange County. This can be a significant benefit to the local economy. Conversely, if a beach is closed due to bacteria or other harmful pollutant, then it has a significant negative impact on OC economies.
10 4.4.b
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Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT X
2023 Tier 1 Call for Projects Application for Funding
2023_ECP Tier 1 Application (02/13/2023) Page 9 of 12

9. What is the methodology for measuring pollutant reduction before and after the BMP is implemented? How frequently will monitoring and performance assessment occur? (up to 10 points) The City has a multi-step methodology for measuring pollutant reduction and monitoring performance.

1. The volume of debris removed from the City's catch basin during cleanings will be measured.

The post-BMP installation levels will be compared to pre-BMP historical data, and analysis of the effectiveness of the CPS-Mod and ARS-CL devices will be made. This data will be reported to the RWQCB as a part of the annual report.

2. City staff will visually inspect each CPS-Mod and ARS-CL device installed twice per year. This is to ensure the devices are functioning at 100% and capturing pollutants as designed.

3. City street maintenance staff drive the City’s streets daily and make visual observations about the volume of trash and debris stopped by the ARS-CL outside of the catch basin. Feedback about the amount of debris will help determine if special cleaning actions or extra street sweeping is needed. Prior to storms, and immediately after, catch basins with these BMPS are checked.

4. Discussions with street sweeping crews regarding the quantity and types of trash found in front of catch basins will help to build understanding of the types and quantity of pollution being stopped. 11 4.4.b
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Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT X
2023 Tier 1 Call for Projects Application for Funding
2023_ECP Tier 1 Application (02/13/2023) Page 10 of 12

10. Provide an operations and maintenance plan for the lifespan of the proposed project. Include schedule of inspections, cleaning, removal and disposal of pollutants, repairs, etc. (up to 15 points) Operations and Maintenance Plan for the lifespan of the proposed CPS-Mod and ARS-CL devices:

1. INSPECTIONS of the devices two times per year by the City's street maintenance staff or contractor. Inspections of both ARS-CL will include a mechanical check of the locking system per manufacturer guidelines. Both systems will be checked for damage and irregularity, and verified as functioning as designed.

2. CLEANING the Streets and in front ARS-CL devices will be performed by a street sweeping company contracted by the City. Per the manufacturer, street sweeper brushes are an acceptable method of cleaning the type 304 stainless-steel screens. This will remove any debris, vegetation, or mud that may be stuck to the screen and may prevent it from closing or functioning properly.

3. CLEANING the Catch Basins with CPS-Mod inside will be 1 to 4 times annually, depending on the CBs need. Typically scheduled in October prior to the rainy season, January, and May. Any hazardous material will be contained and disposed of properly.

4. REPAIRS, if needed, will be made after each inspection or cleaning. Issues identified will be documented with photos and a description during the inspection or cleaning, and then will be fixed.

G2 Construction will repair non-functioning devices with the 10-year warranty.

5. POST-STORM. After each storm event, the street maintenance crews will check the ARS-CL devices visually from outside the catch basin to observe if the screen is closed / open, blocked, or damaged. This will identify problems generated by the storm, and allow modifications are actions prior to the next scheduled sweeping, cleaning, or inspection. Crews can act immediately or schedule activities to remove objects preventing ARS-CL screen closure and/or locking or make minor fixes per the manufacturer's operations and maintenance guidelines.

6. WARRANTY service, if needed, will be provided by G2 Construction. All devices installed as part of this project will be maintained in full functioning capacity for the lifespan of the BMP.

7. FULL CAPTURE SYSTEMS. The CPS-Mod will be closely monitored, per the O&M plan described above, to function as Full Capture Systems that always meet the 5mm capture requirements during 1-Hour, 1-Year Storms, per Water Board’s Trash Amendment regulation. 12 4.4.b
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Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT X
2023 Tier 1 Call for Projects Application for Funding
2023_ECP Tier 1 Application (02/13/2023) Page 11 of 12

11. BONUS: Is the proposed local match over the 20% minimum cash match requirement? If yes, enter match rate here. (0.5 points for each 5% overmatch, up to 5 points) The proposed City match is 20%.

Note: In-kind services are not eligible as local match
SECTION III: Additional Project Details
Match Sources
Other Grants: Non-M2 competitive grants may be used as match. Any grants used as match must be dedicated to the project for match credit to be received. Please list the name and amount of the grants being proposed as match.

City of Laguna Hills – General Fund
Supplanting or Replacing Funds
ECP funds are designed to supplement, not supplant, existing water quality programs. Proposed projects must improve and not replace existing pollution reduction efforts by an eligible party. Please clarify that the proposed project will not be supplanting any existing water quality programs or other obligations.

The City’s proposed project supplements existing water quality programs. The proposed project will not supplant any existing water quality program.

Joint Applicant Information (if applicable)
See program guidelines for details on joint applicant applications and enter the details below. 13 4.4.b
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Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT X
2023 Tier 1 Call for Projects Application for Funding
2023_ECP Tier 1 Application (02/13/2023) Page 12 of 12
Local Agency: None. No joint applicant. Local Agency: Click to enter text.

Project Manager: Click to enter text. Project Manager: Click to enter text.

Phone: Click to enter text. Phone: Click to enter text.

Email: Click to enter text. Email: Click to enter text.

Additional Comments
Click here to enter text.

I hereby certify that the information provided herein this form is accurate and consistent with accompanying documentation. I further certify that the above information has been approved by Council resolution and that awarded funds will not be used outside of their intended purpose.

Joe Ames, P.E.

Name (Print) Signature Date
14 4/24/2023

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Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

ATTACHMENTS
A. Calculations & Support Documentation for Question #2 and #3 B. Detailed Project Estimate & Warranty
C. Location Maps & Project Site Photos
D. Detailed Project Schedule
E. Design Drawings
F. City Council Resolution
G. Project Drainage Areas, Priority Land Uses, BMP Location & & KMZ Files
H. Vendor and Installer Qualifications
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Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

ATTACHMENT
A. Calculations & Support Documentation
for Questions #2 and #3
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Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII) OCTA ECP PROJECT X - CALCULATIONS for Questions #2 and #3 Support Documentation City of Laguna Hills
Type 1 Type 2
Type(s) of BMP(s) proposed
CPS-Mod™ Full
Capture
Screens by G2
ARS-CL™ Curb
Opening
Screens by G2
Number of each BMP type: 75 100
Total drainage area(s) contributing to each BMP Type: (Acres) 403 110 Total Drainage area(s) considered Priority Land Uses: (Acres) 63 25 63 Total Project Cost $250,000
Cost / Benefit ($/acres of priority land uses): $3,968
Project Score
Line Factor Points Multiplier Line Score
A Fractional percent of 1-yr, 1-hr event peak flowrate
treated by the BMP(s) 1.0 3 3
B Fractional percent of 85th percentile, 24-hr design event that is treated by the BMP(s) 1.5 3 4.5
C BMP Multiplier
Project Score: 7.5
Analysis for G2 Construction's CPS-Mod™
and ARS CL™ devices

2. Cost / Benefit Calculation for priority land uses treated by proposed BMP(s). *Per City General Plans for land use and Statewide Trash Provisions (high density residential, industrial, commercial, mixed urban, public transportation stations).

BMP(s)

3. Pollutant Reduction Benefit: Treatment capacity and BMP Type:
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Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII) OCTA ECP PROJECT X - CALCULATIONS for Questions #2 and #3 Support Documentation City of Laguna Hills

PROJECT SUMMARY
Land Use :

BMP: CPS-Mod™ and ARS-CL™ by G2 Construction, Inc.
75 CPS-Mod™ Full Capture Systems
100 ARS-CL™ Curb Opening Screens
408 Acres Total Drainage Area
63 Acres PLU Area
85% Land use impervious (est.)
Total project Cost:
/Acre Cost per PLU
Analysis for G2 Construction's CPS-Mod™ and ARS CL™ devices $250,000
$3,968
Commercial, Arterial Road, and Residential
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Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates OCTA ECP PROJECT X - CALCULATIONS for Questions #2 and #3 Support Documentation City of Laguna Hills Analysis for G2 Construction's CPS-Mod™ and ARS CL™ devices

3.A. Fractional percent of 1-yr, 1-hr event peak flowrate treated by the BMPs:

Mixed Flow/Volume BMPS
BMP 1: CPS-Mod™ Full-Capture Screens by G2 BMP 2: ARS-CL™ Curb Opening Screens by G2 Criteria Value Unit Criteria Value Unit
C= (0.75 x imp) + 0.15 = 0.7875 C= (0.75 x imp) + 0.15 = 0.7875 i= 1-yr, 1hr intensity= 0.429 in/hr i= 1-yr, 1hr intensity= 0.429 in/hr Land Imperviousness 85% Land Imperviousness 85%
Acres 403 Acres 110
G2 Construction's CPS 75 screens G2 Construction's ARS 100 screens A= Avg/ contrib. DA per CPS= 5.4 ac A= Avg/ contrib. DA per ARS screen= 1.1 ac Avg. 1-yr, 1-hr peak flowrate (Q) = 1.8 cfs Avg. 1-yr, 1-hr peak flowrate (Q) = 0.4 cfs G2 CPS-Mod design flowrate average this project 5.5 cfs G2 ARS-CL design flowrate average this project 1.45 cfs Fractional percent of 1-yr, 1-hr event filtered by BMP
(Calc). Max= 100% 303% Fractional percent of 1-yr, 1-hr event filtered by BMP (Calc). Max= 100% 391%
Score (Max=1.0) = Score (Max=1.0) =
Q3.A Weighted Score:

All calculations based on OCTA Workshop presentation.
1 1
1 19

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Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates OCTA ECP PROJECT X - CALCULATIONS for Questions #2 and #3 Support Documentation City of Laguna Hills Analysis for G2 Construction's CPS-Mod™ and ARS CL™ devices

3.B. Fractional percent of 85th percentile, 24-hr design event that is treated by the BMP Calculate the design flowrate equivalent to design volume:

BMP 1: CPS-Mod™ Full-Capture Screens by G2 BMP 2: ARS-CL™ Curb Opening Screens by G2 ARS-CL filtration is in addition to CPS-Mod filtration.

Criteria Value Unit Criteria Value Unit
C= (0.75 x imp) +.15 = 0.7875 C= (0.75 x imp) +.15 = 0.7875 i= equivalent BMP design intensity= 0.26 in/hr i= equivalent BMP design intensity= 0.26 in/hr Land Imperviousness 85% Land Imperviousness 85%
A= 403 ac A= 110 ac
Design Storm Flowrate (Q) = 83 cfs Design Storm Flowrate (Q) = 22 cfs G2 CPS-Mod design flowrate average this project 5.5 cfs G2 ARS-CL design flowrate average this project 1.45 cfs Total CPS-Mod design flowrate (from manufacturer)= 413 cfs Total ARS-CL design flowrate (from manufacturer)= 145 cfs Fractional percent of 85th percentile, 24 hr event, that could be treated. 500% cfs Fractional percent of 85th percentile, 24 hr event, that could be treated. 645% cfs Max Available Points Max Available Points
All calculations based on OCTA Workshop presentation.

1.5 1.5
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Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates OCTA ECP PROJECT X - CALCULATIONS for Questions #2 and #3 Support Documentation City of Laguna Hills

3.A. Precipitation Intensity
Precipitation Intensity "i": 0.429 (0.360-0.516)
Source: NOAA Precip Frequency Estimates: CA

3.B. Design Storm Depth
Design Capture Storm Depth = .85"
Source:

Use multiplier to calculate the design storm intensity equivalent to the design storm depth:

Time of Concentration (Tc) 5 Min Modeled for High Intensity Tc Multiplier 0.26 in/hr
Fraction of design storm entering the BMP 100%
Equivalent BMP Design Intensity 0.26 in/hr
Analysis for G2 Construction's CPS-Mod™ and ARS CL™ devices

3.B. Fractional percent of 85th percentile, 24-hr design event that is treated by the BMP 21 4.4.b
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Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates

ATTACHMENT
B. Detailed Project Estimate & Warranty
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Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII) Lic. #801253 - A, C8, C60
1352 E. Borchard Ave.

DBE, MBE & SBE Certified Santa Ana, CA 92705
Customer: City of Laguna Hills Prepared: 4/8/2023
24035 El Toro Dr.

QUOTE

CITY OF LAGUNA HILLS
G2 CPS-Mod™ & ARS-CL ™ Installations
(OCTA Measure M2 Environmental Cleanup Program, Tier 1) Laguna Hills, CA 92653 Eric H. Taylor
Contact: Joe Ames, P.E. By: Eric H. Taylor
Public Work Director / City Engineer VP BusDev, G2 714.679.2550 949.707.2655 [email protected] [email protected] Count LH CB
ID#
PLU

CB STREET NAME CROSS STREET LAT LONG
BMP Device 1:

Full Capture
System
BMP Device 2:

Curb-Opening
Screen
ARS-CL™
Screens
1 50 PLU Del Lago 325' N/O La Cadena 33.62737 -117.72675 existing CPS-Mod ARS-CL™ -14x 4 2 61 PLU Avd Carlota 550' S/O Plaza Lane 33.61197 -117.70531 CPS-Mod™ FCS 3 66 PLU Indian Hill 20' E/O Sand Creek 33.58812 -117.70915 CPS-Mod™ FCS 4 67 PLU Avd Carlota 60' S/O El Toro Rd 33.61384 -117.70834 CPS-Mod™ FCS ARS-CL™ -07 2 5 72 PLU Ridge Route 950' W/O Peralta 33.62116 -117.72780 CPS-Mod™ FCS ARS-CL™ -07 2 6 150 PLU Indian Hill 20' E/O Autumn 33.58795 -117.70950 CPS-Mod™ FCS 7 168 PLU Avd Carlota 340' S/O Ridge Route 33.62120 -117.71475 CPS-Mod™ FCS ARS-CL™ -10 2 8 168.2 PLU Avd Carlota 340' S/O Parking Ridge Route 33.62116 -117.71481 CPS-Mod™ FCS ARS-CL™ -05 1 The CBs receiving devices are in areas with a direct connection to transportation-generated pollution. The project covers 63 acres of priority land use (PLU) stormwater drainage in commercial, arterial and medium density residential. These areas are found in the north, central and east areas of the City. All of these catch basins will receive CPS-Mod and ARS-CL systems unless they already have an existing device. These commercial and transportation routes result in vehicle deposits of metals such as copper, lead, and zinc as well as litter from vehicles and buses, and this project will capture the pollutants in these areas. G2 will also install in CPS-Mod full capture systems in residential areas that will protect an additional 331 acres of non-PLU areas.

This proposal utilizes G2's master purchase agreement with OCPW, MA-080-20011478 for Trash and Debris Capture Devices for the City of Laguna Hills OCTA ECP grant application for 2023-24. The City is eligible for this piggyback contract pricing which guarantees the best product, service, and pricing.

Products and services include custom fabrication and installation of CPS-Mod™ and ARS-CL™ devices made of 304 stainless steel (approved for OCTA Measure M2 funding) . Plus warranty.

DESCRIPTION
G2 proposes to fabricate and install both our patented CPS-Mod™ Full Capture Systems in 75 City catch basins (CBs), and 100 ARS-CL™ curb-opening screens in 22 CBs.Each catch basin will receive between 1 and 10 unique ARS-CL™ screens depending on the curb-opening width.
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9 381 PLU Nellie Gail Rd 20' S/O Empty Saddle 33.57094 -117.69034 CPS-Mod™ FCS ARS-CL™ -21x 6 10 464 PLU Empty Saddle 20' E/O Nellie Gail Rd 33.57097 -117.69022 CPS-Mod™ FCS 11 467 PLU Empty Saddle 60' E/O Nellie Gail Rd 33.57090 -117.69007 CPS-Mod™ FCS 12 542 PLU Cabot Rd 260' S/O Park Entrance 33.56470 -117.67683 CPS-Mod™ FCS 13 595 PLU Avd Carlota 50' S/O Oakbrook Village 33.60918 -117.70131 CPS-Mod™ FCS 14 597 PLU Los Alisos 50' E/O Avd Carlota 33.60661 -117.69914 CPS-Mod™ FCS 15 598 PLU Moulton Pkwy 450' S/O Glenwood 33.59410 -117.71499 CPS-Mod™ FCS ARS-CL™ -05 1 16 614 PLU Empty Saddle 100' E/O Nellie Gail Rd 33.57081 -117.68989 CPS-Mod™ FCS 17 402 Vista Viejo 10' W/O Bridlewood 33.57238 -117.67820 CPS-Mod™ FCS 18 414 Bridlewood 10' N/O Vista Viejo 33.57251 -117.67797 CPS-Mod™ FCS 19 422 Bridlewood 30' N/O Vista Viejo 33.57259 -117.67797 CPS-Mod™ FCS 20 423 Bridlewood 26821 Vista Viejo 33.57326 -117.67781 CPS-Mod™ FCS 21 424 Bridlewood 26871 Vista Viejo 33.57246 -117.67810 CPS-Mod™ FCS 22 468 Spotted Pony 25381 Empty Saddle 33.57207 -117.68736 CPS-Mod™ FCS ARS-CL™ -10 2 23 469 Hidden Trail 20' E/O Nellie Gail Rd 33.57021 -117.69107 CPS-Mod™ FCS ARS-CL™ -28x 8 24 470 Hidden Trail 27051 Nellie Gail Rd 33.56986 -117.69095 CPS-Mod™ FCS ARS-CL™ -28x 8 25 479 Rockinghorse 26872 Highwood 33.57240 -117.69103 CPS-Mod™ FCS 26 480 Highwood Cir 26861 Rockinghorse 33.57279 -117.69309 CPS-Mod™ FCS 27 484 Derbyhill 25201 Hidden Trail 33.56546 -117.69022 CPS-Mod™ FCS ARS-CL™ -14x 4 28 485 Gold Dust 27702 Hidden Trail 33.56057 -117.68631 CPS-Mod™ FCS ARS-CL™ -14x 4 29 488 Pine Strap 20' W/O Hidden Trail 33.56020 -117.68861 CPS-Mod™ FCS ARS-CL™ -05 1 30 489 Pine Strap 20' S/O Hidden Trail 33.56008 -117.68859 CPS-Mod™ FCS ARS-CL™ -14x 4 31 490 Pine Strap 80' N/O Hidden Trail 33.56015 -117.68869 CPS-Mod™ FCS ARS-CL™ -10 2 32 491 Stageline 25232 A/F Stagewood 33.56673 -117.68994 CPS-Mod™ FCS ARS-CL™ -28x 8 33 501 Lost Colt 27212 Stage Line 33.56777 -117.69328 CPS-Mod™ FCS 34 502 Lost Colt 27222 Westridge 33.56757 -117.69304 CPS-Mod™ FCS 35 503 Lost Colt 27231 Westridge 33.56745 -117.69312 CPS-Mod™ FCS 36 508 Blackhorse 25171 E/O Lost Colt 33.56456 -117.69104 CPS-Mod™ FCS 37 510 Lost Colt 27382 A/F Blackhorse 33.56495 -117.69297 CPS-Mod™ FCS 38 511 Lost Colt 100' E/O Maverick 33.56464 -117.69323 CPS-Mod™ FCS 39 512 Lost Colt 60' E/O Maverick 33.56458 -117.69340 CPS-Mod™ FCS 40 513 Westridge 20' W/O Maverick 33.56455 -117.69378 CPS-Mod™ FCS 41 514 Lost Colt 27382 Blackhorse 33.56487 -117.69288 CPS-Mod™ FCS 42 515 Westridge 60' W/O Maverick 33.56466 -117.69386 CPS-Mod™ FCS 43 516 Westridge 10' S/O Lost Colt 33.56988 -117.69795 CPS-Mod™ FCS 44 517 Westridge 30' S/O Lost Colt 33.56979 -117.69784 CPS-Mod™ FCS 45 545 Rapid Falls 25821 Sundowner 33.56729 -117.67957 CPS-Mod™ FCS ARS-CL™ -21x 6 46 548 Vista Viejo 20' W/O Anadale 33.57246 -117.67938 CPS-Mod™ FCS 47 549 Rapid Falls 25641 A/F Lost Trail 33.56648 -117.68280 CPS-Mod™ FCS ARS-CL™ -35x 10 2 of 4
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48 554 Lost Trail 27642 E/O Dillion 33.56148 -117.68390 CPS-Mod™ FCS ARS-CL™ -14x 4 49 558 Lost Trail 27381 A/F Pinto 33.56525 -117.68306 CPS-Mod™ FCS 50 559 Lost Trail 27381 A/F Pinto 33.56521 -117.68293 CPS-Mod™ FCS 51 560 Dillon 25612 E/O Lost Trail 33.56149 -117.68340 CPS-Mod™ FCS ARS-CL™ -35x 10 52 561 Dillon 25612 W/O Lost Trail 33.56159 -117.68331 CPS-Mod™ FCS ARS-CL™ -35x 10 53 562 Devonshire 10' N/O Falling Leaf 33.57274 -117.68137 CPS-Mod™ FCS 54 563 Falling Leaf 26881 Devonshire 33.57264 -117.68142 CPS-Mod™ FCS 55 564 Moore Oaks 26821 Devonshire 33.57336 -117.68134 CPS-Mod™ FCS 56 565 Moore Oaks 26831 Devonshire 33.57318 -117.68151 CPS-Mod™ FCS 57 566 Moore Oaks 26832 Devonshire 33.57320 -117.68131 CPS-Mod™ FCS 58 567 Moore Oaks 26836 Devonshire 33.57309 -117.68142 CPS-Mod™ FCS 59 568 Devonshire 26792 Nottingham 33.57378 -117.68242 CPS-Mod™ FCS 60 569 Devonshire 26801 Nottingham 33.57365 -117.68245 CPS-Mod™ FCS 61 570 Devonshire 20' S/O Nottingham 33.57448 -117.68310 CPS-Mod™ FCS 62 571 Woodbluff 100' S/O Vista Viejo 33.57236 -117.67965 CPS-Mod™ FCS 63 572 Woodbluff 10' S/O Vista Viejo 33.57240 -117.67977 CPS-Mod™ FCS 64 573 Woodbluff 220' N/O Cedarbluff 33.57218 -117.67985 CPS-Mod™ FCS 65 575 Devonshire 20' S/O Nottingham 33.57440 -117.68319 CPS-Mod™ FCS 66 576 Nottingham 25622 Harrington 33.57475 -117.68304 CPS-Mod™ FCS 67 577 Nottingham 25632 A/F Devonshire 33.57509 -117.68300 CPS-Mod™ FCS 68 578 Harrington 25601 E/O Nottingham 33.57491 -117.68321 CPS-Mod™ FCS 69 579 Harrington 25596 E/O Nottingham 33.57501 -117.68315 CPS-Mod™ FCS 70 580 Chelsea 20' S/O Nottingham 33.57392 -117.68444 CPS-Mod™ FCS 71 585 Woodbluff 27135 E/O Greenhills 33.56874 -117.68064 CPS-Mod™ FCS 72 587 Chelsea 10' S/O Nottingham 33.57395 -117.68435 CPS-Mod™ FCS 73 591 Woodbluff 27136 E/O Greenhills 33.56863 -117.68060 CPS-Mod™ FCS 74 616 Lone Acres 25798 Lost Trail 33.56596 -117.68098 CPS-Mod™ FCS ARS-CL™ -05 1 75 623 Red Lodge 24772 Nellie Gail Rd 33.57170 -117.69780 CPS-Mod™ FCS 76 626 White Oaks 26692 next to Laure Crest 33.57498 -117.67902 CPS-Mod™ FCS Catch Basin & Inlet Cleaning $3,750
DEVICES & INSTALL $224,248
Traffic Control $9,708
Mobilization $12,294
PROJECT TOTAL $250,000
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Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII) G2 Construction Proposal pg 4 of 4
Terms & Conditions:

Pricing based on OCPW/ OCTA Master Pricing with Volume Discounts.

Pricing does not include project bonds, licences or business fees.

Final design configurations and costs to be revised after final field evaluations.

Payment NET 30 days.

Thank You. We Appreciate Your Business!
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Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII) County of Orange, OC Public Works
G2 Construction, Inc.

MA-080-20011478
Trash and Debris Capture Devices
Note: These pages extracted from the MA agreement to highlight prices applied.

CPS-Mod™ patented Modular Design Water Board Certified Full Trash Capture System Offered With or Without Installation
PRODUCT SIZES Unit 1-2
Devices
3-5
Devices
6-20
Devices
21-100
Devices
101-500
Devices
501+
Devices
Device &
Install $2,359 $2,120 $1,680 $1,284 $1,241 $1,199
Device Only $1,623 $1,499 $1,154 $899 $874 $849
Device &
Install $2,910 $2,472 $1,916 $1,524 $1,408 $1,362
Device Only $2,226 $1,884 $1,413 $1,142 $1,056 $1,028
Device &
Install $3,324 $2,822 $2,180 $1,718 $1,636 $1,554
Device Only $2,680 $2,268 $1,701 $1,375 $1,306 $1,237
CPS-Mod Mini* - Up to 4.5 SQFT
screen. *Customer to verify FCS .

Device &
Install $1,887 $1,696 $1,344 $1,027 $993 $960
Larger & Custom devices are custom priced.

Price shown per Device. Shipping costs and taxes on non-installed devices are additional. Bond costs additional.

Combo-Discount ($50) when new CPS-Mod™ and ARS-CL™ installed in same catch basin on same project.

Unit 1-2 Units 3-5 Units 6-20
Units
21-100
Units
101-500
Units
501+
Units
PRODUCT OPTIONS Additional Cost per Unit
Larger Size Stainless Steel Screen SQFT SS
Screen $135 $113 $113 $113 $113 $113
Mosquito Abatement Deflector Deflector $320 $306 $288 $275 $261 $248 Removable System CPS-Mod™ $387 $367 $350 $329 $315 $298 Hemmed Top for smoother edges CPS-Mod™ $137 $137 $137 $103 $103 $86 Extra Bracing (eg. inbound pipes) CPS-Mod™ $514 $514 $450 $321 $268 $268

INSTALLATION OF PRODUCT
PROJECT BONDS (If Required) Project Cost 4.0% 4.0% 4.0% 4.0% 3.5% 3.0% Install Travel (In Orange County) Project Loc. FREE FREE FREE FREE FREE FREE Catch Basin (CB) Cleaning 1 CB $280 $224 $112 $56 $50 $47 Staff Gauge Painting CB $230 $184 $92 $81 $71 $69
Traffic Control during installation 6 Hours $2,613 $2,613 $2,427 $2,427 $2,427 $2,427 Training Contractor 1 Day $5,600 $5,600 $5,600 $5,600 $5,040 $4,480 Remote Support (phone or online ) 1 Hour $138 $131 $125 $118 $112 $107

FIELD SERVICES
Product Maintenance Inspections Device $280 $224 $168 $84 $56 $56 Locating CBs and inlets. CB $224 $224 $168 $84 $56 $56
CB Field Review/ measurement. CB $224 $224 $168 $84 $56 $56 Collecting Lat. / Long. of CBs CB $224 $224 $168 $84 $56 $56

PROFESSIONAL SERVICES
Custom Product Design Hourly $250 $168 $168 $168 $168 $168 Custom Drawings - Product Device $336 $294 $252 $252 $252 $210 Project Management Hourly $150 $150 $138 $120 $120 $120

PRICING
Orange County Volume Discounts
Up to 11.0 SQFT of stainless
steel screen & deflector, if needed.
30" CB discharge pipe max.

Up to 6.0 SQFT of stainless steel
screen & deflector, if needed. 18"
CB discharge pipe max.

Up to 9.0 SQFT of stainless steel
screen & deflector, if needed. 24"
CB discharge pipe max.

C026659
28 4.4.b
Packet Pg. 64
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII) County of Orange, OC Public Works
G2 Construction, Inc.

MA-080-20011478
Trash and Debris Capture Devices
ARS-CL™ Patented CamLock Automatic Retractable Screen
With Installation
SIZE:

Catch Basin
Width (ft)
Unique
Screens
per CB
ARS-CL™
Model Unit
1-2 Catch
Basins
(CBs)
3-5 CBs 6-20 CBs 21-100
CBs
101-500
CBs 501+ CBs
up to 3' 1 ARS-CL-03 CB $2,121 $1,856 $1,591 $1,098 $1,054 $1,010

3.1 - 5' 1 ARS-CL-05 CB $2,433 $2,121 $1,809 $1,435 $1,363 $1,291

5.1' - 7' 2 ARS-CL-07 CB $3,950 $3,430 $2,911 $2,516 $2,390 $2,264

7.1 - 10' 2 ARS-CL-10 CB $4,231 $3,842 $3,242 $2,762 $2,623 $2,485

7.1 - 10' x 3 ARS-CL-10x CB $5,066 $4,592 $4,044 $3,407 $3,237 $3,066

10.1 - 14' 3 ARS-CL-14 CB $5,458 $4,678 $4,093 $3,586 $3,407 $3,228

10.1 - 14' x 4 ARS-CL-14x CB $6,514 $5,556 $4,828 $4,426 $4,204 $3,983

14.1 - 16' 4 ARS-CL-16 CB $6,655 $5,647 $5,102 $4,638 $4,407 $4,175

16.1 - 21' 5 ARS-CL-21 CB $8,067 $6,806 $6,101 $5,798 $5,508 $5,218

16.1 - 21' x 6 ARS-CL-21x CB $8,725 $7,318 $6,811 $6,473 $6,150 $5,826

21.1 - 28' 6 ARS-CL-28 CB $8,888 $7,703 $7,170 $6,814 $6,473 $6,133

21.1 - 28' x 8 ARS-CL-28x CB $10,883 $9,757 $9,082 $8,256 $7,843 $7,430

28.1 - 35' x 10 ARS-CL-35x CB $12,683 $11,557 $10,882 $10,056 $9,643 $9,230 Price shown per Catch Basin (CB). Bonds costs not included. Traffic control additional.

Note: Models with "x" indicates the CB has an extra support bolt.

Unit 1-2 Units 3-5 Units 6-20 Units 21-100
Units
101-500
Units
501+
Units
PRODUCT OPTIONS Additional Cost per Unit
Bolt-In Connections (Not Welded) CB Add 15%
Fixed Screen Option CB Subtract 15%

INSTALLATION OF PRODUCT
CONTRACT BONDS (If Req'd) Project
Cost 4.0% 4.0% 4.0% 4.0% 3.5% 3.0%
Install Travel (In OC) Project
Loc. FREE FREE FREE FREE FREE FREE
Traffic Control during install. 6 Hours $2,613 $2,613 $2,427 $2,427 $2,427 $2,427 Catch basin top deck repair. varies
SEE PRICING for Field Services & Professional Services on CPS-Mod™ Pricing Sheet

PRICING
Orange County Volume Discounts
C026659
29 4.4.b
Packet Pg. 65
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII) Lic. #801253 - A, C8, C60
1352 E. Borchard Ave.

Santa Ana, CA 92705
714.748.4242
[email protected]
Date: March 22, 2023
CPS-Mod™ & ARS-CL™

WARRANTY
Project: Laguna Hills - CPS-Mod™ and ARS-CL™ Screens
City of Laguna Hills 2023-24 OCTA Measure M2’s Environmental Cleanup Program (ECP) Tier 1 – Project X
G2 Construction, Inc. hereby provides a product warranty of 10 years for the G2 CPS-Mod™ connector pipe screens and ARS-CL™ automatic retractable screens installed in catch basins for the project listed above. G2 guarantees the CPS-Mod™ and ARS-CL™ will be manufactured and installed in accordance with the product drawings and specifications.

G2 Construction agrees to repair or replace any installed product that proves defective in its workmanship or material within one year of the project acceptance date. If an installed product proves defective within ten years, then G2 agrees to provide replacement parts at no cost.

Accidents, product modifications, vandalism, unusual use, or lack of standard cleaning may nullify a product’s warranty.

Requests for warranty service must be made by the product Owner, and should include photos and details.

John Alvarado, President
G2 Construction, Inc.
30 4.4.b
Packet Pg. 66
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

ATTACHMENT
C. Location Maps & Project Site Photos
31 4.4.b
Packet Pg. 67
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII) City of Laguna Hills

WATERSHED MAP
32 4.4.b
Packet Pg. 68
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII) City of Laguna Hills

PROJECT CATCH BASINS TO

WATERSHED MAP
33 4.4.b
Packet Pg. 69
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII) Laguna Hills Project Catch Basins by Device Type

OVERVIEW MAP
34 4.4.b
Packet Pg. 70
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII) Laguna Hills Project Catch Basins by Device Type
NORTH Map
35 4.4.b
Packet Pg. 71
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII) Laguna Hills Project Catch Basins by Device Type
SOUTH Map
36 4.4.b
Packet Pg. 72
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII) City of Laguna Hills

LAND USE MAP
37 4.4.b
Packet Pg. 73
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII) Laguna Hills Project
PLU – Key Areas
Select
38 4.4.b
Packet Pg. 74
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

OVERVIEW STREET MAP
Laguna Hills Project CBs
39 4.4.b
Packet Pg. 75
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII) Sub
-Area 1
North Laguna Hills Project CBs
40 4.4.b
Packet Pg. 76
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Sub
-Area 2
Central-West Laguna Hills Project CBs
41 4.4.b
Packet Pg. 77
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Sub
-Area 3
South Laguna Hills Project CBs
42 4.4.b
Packet Pg. 78
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP

PROJECT SITE PHOTOS
LH ID# 50 Del Lago 325' N/O La Cadena East Side
LH ID# 61 Avd Carlota 550' S/O Plaza Lane West Side
LH ID# 66 Indian Hill 20' E/O Sand Creek South Side
43 4.4.b
Packet Pg. 79
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT SITE PHOTOS
LH ID# 67 Avd Carlota 60' S/O El Toro Rd East Side
LH ID# 72 Ridge Route 950' W/O Peralta North Side
LH ID# 150 Indian Hill 20' E/O Autumn North Side
44 4.4.b
Packet Pg. 80
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT SITE PHOTOS
LH ID# 168 Avd Carlota 340' S/O Ridge Route West Side
LH ID# 168.2 Avd Carlota 340' S/O
Parking Lot Ridge Route West Side
LH ID# 381 Nellie Gail Rd 20' S/O Empty Saddle East Side 45 4.4.b
Packet Pg. 81
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT SITE PHOTOS
LH ID# 464 Empty Saddle 20' E/O Nellie Gail Rd South Side LH ID# 467 Empty Saddle 60' E/O Nellie Gail Rd South Side LH ID# 542 Cabot Rd 260' S/O Park Entrance West Side
46 4.4.b
Packet Pg. 82
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT SITE PHOTOS
LH ID# 595 Avd Carlota 50' S/O Oakbrook Village West Side LH ID# 597 Los Alisos 50' E/O Avd Carlota Median
LH ID# 598 Moulton Pkwy 450' S/O Glenwood West Side
47 4.4.b
Packet Pg. 83
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT SITE PHOTOS
LH ID# 614 Empty Saddle 100' E/O Nellie Gail Rd South Side LH ID# 402 Vista Viejo 10' W/O Bridlewood North Side
LH ID# 414 & 422 Bridlewood 10' N/O Vista Viejo East Side 48 4.4.b
Packet Pg. 84
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT SITE PHOTOS
LH ID# 423 Bridlewood 26821 Vista Viejo West Side
LH ID# 424 Bridlewood 26871 Vista Viejo West Side
LH ID# 468 Spotted Pony 25381 Empty Saddle end
49 4.4.b
Packet Pg. 85
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT SITE PHOTOS
LH ID# 469 Hidden Trail 20' E/O Nellie Gail Rd East Side LH ID# 470 Hidden Trail 27051 Nellie Gail Rd West Side
LH ID# 479 Rockinghorse 26872 Highwood Median
50 4.4.b
Packet Pg. 86
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT SITE PHOTOS
LH ID# 480 Highwood Cir 26861 Rockinghorse West Side
LH ID# 484 Derbyhill 25201 Hidden Trail end
LH ID# 485 Gold Dust 27702 Hidden Trail end
51 4.4.b
Packet Pg. 87
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT SITE PHOTOS
LH ID# 488 & 490 Pine Strap 20' W/O Hidden Trail North Side LH ID# 489 Pine Strap 20' S/O Hidden Trail South Side
LH ID# 491 Stageline 25232 A/F Stagewood North Side
52 4.4.b
Packet Pg. 88
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT SITE PHOTOS
LH ID# 501 Lost Colt 27212 Stage Line North Side
LH ID# 502 Lost Colt 27222 Westridge North Side
LH ID# 503 Lost Colt 27231 Westridge South Side
53 4.4.b
Packet Pg. 89
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT SITE PHOTOS
LH ID# 508 Blackhorse 25171 E/O Lost Colt North Side
LH ID# 510 Lost Colt 27382 A/F Blackhorse West Side
LH ID# 511 & 512 Lost Colt 100' E/O Maverick South Side 54 4.4.b
Packet Pg. 90
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT SITE PHOTOS
LH ID# 513 Westridge 20' W/O Maverick South Side
LH ID# 514 Lost Colt 27382 Blackhorse East Side
LH ID# 515 Westridge 60' W/O Maverick North Side
55 4.4.b
Packet Pg. 91
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT SITE PHOTOS
LH ID# 516 & 517 Westridge 10' S/O Lost Colt West Side
LH ID# 545 Rapid Falls 25821 Sundowner North Side
LH ID# 548 Vista Viejo 20' W/O Anadale North Side
56 4.4.b
Packet Pg. 92
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT SITE PHOTOS
LH ID# 549 Rapid Falls 25641 A/F Lost Trail South Side
LH ID# 554 Lost Trail 27642 E/O Dillion East Side
558 Lost Trail 27381 A/F Pinto West Side
57 4.4.b
Packet Pg. 93
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT SITE PHOTOS
LH ID# 559 Lost Trail 27381 A/F Pinto East Side
LH ID# 560 Dillon 25612 E/O Lost Trail South Side
LH ID# 561 Dillon 25612 W/O Lost Trail North Side
58 4.4.b
Packet Pg. 94
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT SITE PHOTOS
LH ID# 562 Devonshire 10' N/O Falling Leaf West Side
LH ID# 563 Falling Leaf 26881 Devonshire North Side
LH ID# 564 Moore Oaks 26821 Devonshire North Side
59 4.4.b
Packet Pg. 95
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT SITE PHOTOS
LH ID# 565 Moore Oaks 26831 Devonshire North Side
LH ID# 566 & 567 Moore Oaks 26832 Devonshire South Side LH ID# 568 Devonshire 26792 Nottingham East Side
60 4.4.b
Packet Pg. 96
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT SITE PHOTOS
LH ID# 569 Devonshire 26801 Nottingham West Side
LH ID# 570 Devonshire 20' S/O Nottingham East Side
LH ID# 571 Woodbluff 100' S/O Vista Viejo East Side
61 4.4.b
Packet Pg. 97
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT SITE PHOTOS
LH ID# 572 Woodbluff 10' S/O Vista Viejo West Side
LH ID# 573 Woodbluff 220' N/O Cedarbluff West Side
LH ID# 575 Devonshire 20' S/O Nottingham West Side
62 4.4.b
Packet Pg. 98
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT SITE PHOTOS
LH ID# 576 Nottingham 25622 Harrington West Side
LH ID# 577 Nottingham 25632 A/F Devonshire North Side
LH ID# 578 Harrington 25601 E/O Nottingham South Side
63 4.4.b
Packet Pg. 99
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT SITE PHOTOS
LH ID# 579 Harrington 25596 E/O Nottingham North Side
LH ID# 580 Chelsea 20' S/O Nottingham West Side
LH ID# 585 Woodbluff 27135 E/O Greenhills North Side
64 4.4.b
Packet Pg. 100 Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

PROJECT SITE PHOTOS
LH ID# 587 Chelsea 10' S/O Nottingham East Side
LH ID# 591 Woodbluff 27136 E/O Greenhills South Side
LH ID# 616 Lone Acres 25798 Lost Trail end
65 4.4.b
Packet Pg. 101 Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

ATTACHMENT
D. Detailed Project Schedule
66 4.4.b
Packet Pg. 102 Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII) City Council Approval of Resolution 5/9/2023
OCTA Grant Award Announcement 10/11/2023
OCTA & City Agreement Letter Signed 1/25/2024
City Award of Contract to Contractor 6/4/2024
Contractor Construction/Installation
START 7/1/2024
(See attached G2 Construction Schedule)
Contractor Construction/Installation
COMPLETION 9/20/2024

CITY OF LAGUNA HILLS

DETAILED SCHEDULE
OCTA ECP Project X 2023-24 Project
67 4.4.b
Packet Pg. 103 Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII) Lic. #801253 - A, C8, C60
1352 E. Borchard Ave.

Santa Ana, CA 92705
714.748.4242
[email protected]
Installation Schedule
City of Laguna Hills
2023-24 OCTA ECP
March 22, 2023
Action Time (from signed
contract)

1. Evaluate all catch basins and take detailed
measurements.
3 weeks

2. Fabricate custom CPS-Mod™ & ARS-CL™ 5 weeks

3. Install custom fitted CPS-Mod™ & ARS-CL™ 7 weeks

4. Inspection and sign-off
TOTAL PROJECT (start to finish)
1 weeks
16 WEEKS
68 4.4.b
Packet Pg. 104 Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

ATTACHMENT
E. Design Drawings
69 4.4.b
Packet Pg. 105 Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII) CPS-Mod™
Patented
CPS Modular Series
CA State Water Board Certified - FULL CAPTURE SYSTEM
_____________________________________________________________________________________________________________________________ G2 CPS-Mod™ Full-Capture 5mm perforated screens with
patented modular design for easy installation inside catch basins.

Approved by the California State Water Board, LACDPW, OCPW, OCTA, SF Bay RWQCB & agencies everywhere. The CPSMod™ prevents trash, pollutants, and debris from entering waterways through the catch basin outlet pipe.
• Made from 304 Stainless Steel for extended life.
• Sized to meet or exceed 1-year, 1-hour storm.
• Modular to easily fit all catch basin types.
• Custom designed and fabricated to each catch basin to ensure compliance of no gaps > 5mm in size.
• Professionally installed by G2 or a trained & certified installer. • Quick Release Removable (optional)
• Mosquito & Vector Abatement Deflector (where required) Recommended with G2’s ARS CamLock Series™
70 4.4.b
Packet Pg. 106
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII) CPS-Mod™
Patented
CPS Modular Series
FULL CAPTURE SYSTEM Certified by
California State Water Board & Regional Water Quality Control Boards G2 CPS-Mod™ Connector Pipe Screen
Function:
• Captures all pollutants 5mm and larger that enter the catch basin. • Pollutants prevented from exiting the catch basin:
➢ Primary: plastics (food containers, bags, bottles, straws); trash (paper, cigarette butts, cans); vegetative debris (leaves, branches, landscaping); other all other objects. ➢ Secondary: pollutants absorbed by or attached to the Primary pollutants. Including from vehicles (hydrocarbons, fluids, copper, cadmium, zinc, tires, etc.), pathogens / bacteria, pesticides, nutrients, organic compounds, sediment toxicity, etc.

Design, Flexibility, & Approval:
• Custom designed and fabricated for each catch basin and its unique features. • Fits any standard catch basin with discharge pipe on front, back, or side wall. • Approved by State Waterboard, Los Angeles County DPW, City of LA, Orange County DPW, OCTA, San Francisco Bay Area Water Resource Board, and agencies everywhere.

Material & Fabrication:
• Made of 304 stainless steel; 14 gauge with 5mm holes. • “Made in California, USA”
Value:
• Low initial capital investment relative to other storm water quality BMPs. Lower long-term and total lifetime costs vs. any water quality BMP or taking no action. • Requires no replacement filters or parts.
• G2’s CPS-Mod™ in combination with the G2’s ARS-CL™ creates the most effective BMP system and greatest value.

Public Outreach:
• Residents aware of the CPS-Mod™ installed in their local catch basin perceive it to be an environmental benefit and demonstrates an environmentally conscious community.

Recommended with G2’s ARS CamLock Series™ screens, for the most complete full capture system. 71 4.4.b
Packet Pg. 107
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII) CPS-Mod™
Patented
CPS Modular Series FULL CAPTURE SYSTEM
72 4.4.b
Packet Pg. 108
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII) NOTES: TOP DEFLECTOR, AS NEEDED SUPPORT BRACKET WHEN A 48". BOTTOM TRIM SIZED TO FIT, AS NEEDED, SEE SHEET #3. 2 G2 Construction, Inc. Sheet 1 of 6 Connector Pipe Screen (CPS) NOT TO SCALE A *Hb *Hs A* B* (typ) *Hs/2 (typ) *Hs/2 (typ)
Full Capture Model: G2 CPS - Modular Patented
VI
A 5 mm Opening Screen 14 Gauge *L = A
A 5 mm Opening Screen 14 Gauge *L = A+2B B (typ)
A 5 mm Opening Screen 14 Gauge *L = A+B
B
3 3
1 2
1 Screen made of 304 Stainless Steel 14 gauge, with 5 mm openings.

Manufactured and Installed Exclusively by:

Office (714) 748- 4242
CA Lic. # 801253 A, C-8, C-60
G2 Construction, Inc. [email protected] Santa Ana, CA 92705 1352 E. Borchard Avenue
73 4.4.b
Packet Pg. 109
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates ARS-CL™
Patented
ARS CamLock Series
___________________________________________________________________________________________ G2’s ARS-CL™ automatic retractable screen with CamLock
technology prevents trash and debris from entering catch basins through the curb opening. Approved by LACDPW,
OCTA, OCPW, SF Bay ABAG, and most agencies.

Approved for Trash Amendment TRACK 2 compliance.

Reduces catch basin cleaning costs and CPS maintenance.

Prevents up to 95% of trash and debris from entering the catch basin.
• Made from 304 Stainless Steel for extended life.
• Custom designed, fabricated & fitted to each curb
opening. “Made in California, USA”
• Independent ARS-CL™ devices open and lock between
all catch basin support bolts.
• Sized to meet or exceed 1-year, 1-hour storm*.
• Professionally installed by G2.

Recommended with G2’s CPS-Mod Series™
74 4.4.b
Packet Pg. 110
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII) ARS-CL™
Patented
ARS CamLock Series
_________________________________________________________________________________________ ARS-CL™ Automatic Retractable Screen
Function:
• Stops all pollutants ¾ inches and larger from entering catch basins and water systems. • Significantly reduces cleaning frequency for catch basins and CPS-Mod™ maintenance. • Pollutants prevented from entering the catch basin:
➢ Primary: plastics (food containers, bags, bottles); trash (paper, cigarette butts, cans); vegetative debris (leaves, branches, landscaping); other objects (balls, toys). ➢ Secondary: pollutants absorbed by or attached to the Primary pollutants. Including from vehicles (hydrocarbons, fluids, copper, cadmium, zinc, tires, etc.), pathogens / bacteria, pesticides, nutrients, organic compounds, sediment toxicity, etc.
• Automatically unlocks and opens during storm events to prevent street flooding. • Automatically re-locks in the closed position to prevent pollutant access. • Low maintenance. Prevents 85-95% of trash and debris from entering the catch basin.

Design, Flexibility, & Approval:
• Custom designed and fabricated for each catch basin’s curb opening. • Fits any standard curb-face catch basin opening.
• Approved by Los Angeles County DPW, City of LA, Orange County DPW, OCTA, San Francisco Bay Area Water Quality Board, Contra Costa County DPW, and Agencies nationally.

Material & Fabrication:
• 100% stainless steel device.
• Fabricated in Orange County. “Made in California, USA” Value:
• Significantly reduces catch basin cleaning requirements and costs. • Low initial capital investment relative to other storm water quality BMPs. Lower long-term and total lifetime costs vs. any water quality BMP or taking no action. • Requires no replacement filters or parts.
• Works in harmony with regular street sweeping programs.

Aesthetics & Environmentalism:
• Beautiful stainless steel devices add aesthetic value to streets and neighborhoods. • Residents perceive the ARS-CL™ to be an environmental benefit and demonstrates an environmentally conscious community.

Recommended with G2’s CPS-Mod Series™ screens, for the most complete full capture system. 75 4.4.b
Packet Pg. 111
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII) ARS-CL™
Patented
ARS CamLock Series
__________________________________________________________________________________________ 76 4.4.b
Packet Pg. 112
Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII) 77 4.4.b
Packet Pg. 113 Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII)

Device Filtered Flow Rate Calculation
What are the filtered flow rates for G2 Construction devices, and how are they determined? G2 Construction (G2) reports filtered flow rates based on hydrology modeling and testing with water flows.

Our design team applies the same formula used by the Los Angeles County Department of Public Works (LACDPW) to calculate filtered CFS (cubic feet per second) in their TECHNICAL REPORT on Connector Pipe Screen Design and Full Capture TMDL Compliance (April 2007). This technical report was submitted and approved by the Los Angeles Regional Water Quality Control Board.

CPS-Mod ™ CFS Formula:

Where:

Qscreen= Max CFS filtered thru screen.
c = Coeficent of the screen orifice for friction & turbulence.

A = Area of the screen.
g = Gravity.
h = Differential head of upstream vs. downstream side of screen.

Using this formula, G2 calculates the filtered CFS for different designs, and with different assumptions. Catch basin discharge pipes are designed and sized to transport the area’s stormwater from the catch basin. G2 designs each CPS-Mod™ based on the size and location of the discharge pipe, and size and configuration of the catch basin.

In addition to modeling filtered CFS with formulas, G2 has tested our devices with flowing water.

Results found that actual flowing water CFS rates were 90-95% of the modeled formulas.

However, G2 realizes there are many factors that can reduce filtration rates not included in the formulas. We take a conservative approach by applying a size factor that calculates filtration rates for a smaller device that estimated, typically 85%. This provides a safety factor.

G2 knows there are real world variables that will reduce flow rates, and screen blockage is the most common issue. For that reason, G2 designs assume that a percentage of the screen will be blocked with trash or debris, and our designs typically assume between 10-30% of the screen cannot pass water. This directly reduces the assumed filtration rates.

Each of G2’s ARS-CL™ screens varies in curb opening width between 3.5’ to 5’, and is designed to unlock and open when 4” of water pools in front of the catch basin. The same formula is used to determine device filtered flow rates. Similarly, our designed filtered flow rates for the closed ARSCL™ screen assumes there is some screen blockage. LACDPW has performed hydrology tests on the ARS-CL™ at the San Gabriel dam test facility and has approved the design.

Device Filtered Flow Rate Testing with Water
G2’s devices have been testing using flowing water to simulate real-world conditions. Attached is a report of filtration testing performed on the patented CPS-Mod™. This test and the results were included in G2’s application to the State Waterboard that resulted in the certification of G2’s CPSMod™ and GITS™ devices as Full Capture Systems. 78 4.4.b
Packet Pg. 114 Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII) &ŝůƚĞƌĞĚ&ůŽǁZĂƚĞdĞƐƚŝŶŐͲ'ϮW^ͲDŽĚ:ĂŶ͘ϮϬϭϵ ϭ

FILTERED FLOW RATE TESTING
Device Tested: G2 Construction – CPS-Mod™
Filtered Flowrate (CFS) Testing for G2 CPS-Mod™
Summary: Lab testing of G2-1 CPS-Mod™ was performed to determine filtered flow rates (CFS) in a simulated in-house catch basin system. Results showed that an average sized G2 CPS (7.0 sqft screen) will filter more than 10 CFS of water when clean. This filtered flow rate exceeds the peak flowrate of the one-year, one-hour storm event for most catch basins with discharge pipe less than 24”. Results also showed that when 25% of the screen is blocked it will continue to filter at least 8 CFS.

The primary limitation of the testing was due to limited supply of water (900 gallons), which was recycled during testing. For all tests the G2-1 CPS successfully filtered all water flows without overflowing the screen. If higher CFS flow rates were available during testing, then higher maximum filtered flow rates would have resulted.

Methodology: G2 built an in-house water flow system with three chambers:

1. Water Source Chamber holds up to 120 cubic feet of water (900 gallons).

2. Test Chamber is a simulated catch basin where the tested CPS was installed.

3. Recycle Tank collects tested water (120 cubic ft; 900 gal), where it is pumped back up to the source chamber.

Test Chamber Dimensions:

Tested G2-1 CPS-Mod™ device:

This CPS was tested under two scenarios:

1. 0% screen blockage.

2. 25% blockage. The bottom 25% of the screen was tightly covered with impermeable plastic barrier.
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For each test, up to 120 cubic feet flowed from the water source chamber, into the test chamber and through the CPS.

Test Results:

In all test scenarios, the G2 CPS filtered 100% of the water without water rising and overflowing the screen.

Analysis: The CPS could have filtered more water, if it was available, without overflowing. The tested G2 CPS had a filtered flowrate that exceeded 1.5 CFS per square foot of screen.

Conclusion: Testing showed that G2’s CPS of average size (7 sqft screen) filters water in excess of 10 CFS. This rate exceeds the full capture requirements of most catch basins with a discharge pipe diameter less than 24”. The primary limitation of this test was the inability to supply higher water volumes and flow rates. Further testing is recommended.

Photos of CFS Tests

G2 CFS Tester (3 chamber system) Water Source Chamber (120 CF / 900 Gallons)

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Scenario 1: 0% Blockage of Screen Scenario 2: 25% Blocked with plastic

Before Test

Test Chamber Discharge Pipe

During Test

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ARS-CL CPS-Mod
CB "W" (ft) CB Count Linear Feet (LF) of
Curb Opening
Cubic Ft/
LF
Cubic Ft/
LF
Cubic Ft Trash/
Debris Captured

3.5 4 14 6 3 126
7 2 14 6 2 112
10 3 30 6 2 240
14 5 70 6 2 560
21 2 42 6 2 336
28 3 84 6 2 672
35 3 105 6 2 840
22 359 2,886
CPS-Mod™ receiving Catch Basins (existing ARS-CL)
ARS-CL CPS-Mod
Average
"W" (ft) CB Count Linear Feet (LF) of
Curb Opening Cubic Ft/ LF Cubic Ft/
LF
Cubic Ft Trash/
Debris Captured
14 54 756
counted
earlier
project
2 1,512
TOTAL 76 1115 4,398
CB Count Linear Feet (LF) of
Curb Opening
Cubic Ft Trash/ Debris
Captured per Year

ASSUMPTIONS

CITY OF LAGUNA HILLS

TRASH & DEBRIS CAPTURE

ASSUMPTIONS
OCTA ECP 2023-24 Project X
Cubic Feet Estimate
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ATTACHMENT
F. City Council Resolution
(To be Approved by City
Council on May 9, 2023)
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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

LAGUNA HILLS, CALIFORNIA, AUTHORIZING AN
APPLICATION FOR FUNDS FOR THE MEASURE M2
ENVIRONMENTAL CLEANUP TIER 1 GRANT PROGRAM,

UNDER ORANGE COUNTY LOCAL TRANSPORTATION
ORDINANCE NO. 3 FOR THE PHASE XII CATCH BASIN

DEBRIS GATE PROJECT
The City Council of the City of Laguna Hills, California, hereby finds, determines, declares, and resolves as follows:

WHEREAS, Orange County Local Transportation Ordinance No.3, dated July 24, 2006, and is known and cited as the Renewed Measure M Transportation Ordinance and Investment Plan makes funds available through the Environmental Cleanup Program to help protect Orange County beaches and waterways from transportation generated pollution (urban runoff) and improve overall water quality; and WHEREAS, the Environmental Cleanup, Tier 1 Grant Program consists of funding purchases and installation to catch basins with Best Management Practices, such as screens, filters, inserts, and other "street-scale" low flow diversion projects; and WHEREAS, OCTA has established the procedures and criteria for reviewing proposals; and
WHEREAS, the City of Laguna Hills possesses authority to nominate water quality improvement projects that have a transportation pollution nexus to finance and construct the proposed project; and
WHEREAS, by formal action the City of Laguna Hills authorizes the nomination of the Phase XII Catch Debris Gate Project, including all understanding and assurances contained therein, and authorizes the person identified as the official representative of the City of Laguna Hills to act in connection with the nomination and to provide such additional information as may be required; and WHEREAS, the City of Laguna Hills will maintain and operate the equipment acquired and installed; and
WHEREAS, the City of Laguna Hills will give OCTA's representatives access to and the right to examine all records, books, papers or documents related to the funded Tier 1 Grant Project; and
WHEREAS, the City of Laguna Hills will cause work on the project to be commenced within a reasonable time after receipt of notification from OCTA and that the project will be carried to completion with reasonable diligence; and 84 4.4.b
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WHEREAS, the City of Laguna Hills will comply where applicable with provisions of the California Environmental Quality Act, the National Environmental Policy Act, the American with Disabilities Act, and any other federal, state, and/or local laws, rules and/or regulations; and
WHEREAS, the City of Laguna Hills must include all projects funded by Net Revenues in the seven-year Capital Improvement Program as part of the Renewed Measure M Ordinance eligibility requirement; and
WHEREAS, the City of Laguna Hills authorizes a formal amendment to the seven-year Capital Improvement Program to add projects approved for funding upon approval from the Orange County Transportation Authority Board of Directors; and WHEREAS, the City of Laguna Hills will provide a minimum of 20% in matching funds for the Phase XII Catch Debris Gate Project as required by the Orange County Comprehensive Transportation Funding Programs Guidelines.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LAGUNA

HILLS, CALIFORNIA, DOES RESOLVE, DECLARE, DETERMINE, AND ORDER AS FOLLOWS:

SECTION 2. The City Council of the City of Laguna Hills agrees to fund its share of the project costs and any additional costs over the identified programmed amount.

PASSED, APPROVED, AND ADOPTED this 9th day of May 2023
____________________________________

JANINE HEFT, MAYOR
ATTEST:
_____________________________________

JENNIFER LEE, CITY CLERK
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STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss

CITY OF LAGUNA HILLS )
I, Jennifer Lee, City Clerk of the City of Laguna Hills, California, DO HEREBY CERTIFY that the foregoing is a true and correct copy of Resolution No. 2023-XX-XX-X adopted by the City Council of the City of Laguna Hills, California, at a Regular Meeting thereof held on the 9th day of May 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
(SEAL)
_____________________________________

JENNIFER LEE, CITY CLERK
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ATTACHMENT
G. Project Drainage Areas, Priority Land Uses,
BMP Location & KMZ Files
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STORMWATER DRAINAGE FILTERED
KMZ File Name PLU Reason Drainage Acres
PLU 1 Commercial 7.22
PLU 2 Commercial 5.82
PLU 3 Arterial 3.10
PLU 4 Commercial 1.66
PLU 5 Commercial 30.50
PLU 6 Arterial 0.76
PLU 7 Arterial 7.46
PLU 8 HD Res 2.76
PLU 9 Commercial 1.94
PLU 10 Arterial 1.75
Total PLU Acres: 63.0
Project Cost Per PLU Acre: $3,970
KMZ File Name Land Use Drainage Acres
Non-PLU Residential 1 Residential 276
Non-PLU Residential 2 Residential 5.17
Non-PLU Residential 3 Residential 6.42
Non-PLU Residential 4 Residential 53.2
Non-PLU Residential 5 Residential 4.44
Total Non-PLU Acres: 345.2
Total Project Acres: 408.2
KMZ File Name Land Use Drainage Acres
ARS-CL Drain 1 Non-PLU Residential 5.17
ARS-CL Drain 2 Non-PLU Residential 6.42
ARS-CL Drain 3 Non-PLU Residential 18.8
ARS-CL Drain 4 Non-PLU Residential 23.6
ARS-CL Drain 5 Non-PLU Residential 8.46
ARS-CL Drain 6 Non-PLU Residential 4
ARS-CL Drain 7 Non-PLU Residential 11.3
ARS-CL Drain 8 Non-PLU Residential 6.78
ARS-CL Drain 9 PLU - Arterial 7.46
ARS-CL Drain 10 PLU - Commercial 1.66
ARS-CL Drain 11 PLU - Commercial 5.82
ARS-CL Drain 12 PLU - Arterial 3.1
ARS-CL Drain 13 PLU - Commercial 7.22
Total Acres: 109.8
PLU Acres: 25.3
Priority Land Use (PLU) Areas
Non-PLU Areas
ARS-CL Drainage
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KMZ FILES
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OVERVIEW MAP
KEY: Catch Basins for BMP Devices = Blue Circles
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PLU Areas
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ATTACHMENT
H. Vendor and Installer Qualifications
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CREDENTIALS & QUALIFICATIONS
Background & Experience
G2 Construction started operations in Orange County in 2001 with strong foundations in welding, concrete construction, shop fabrication, and field work. The company began designing, fabricating, and installing catch basin curb opening automatic retractable screens (ARS) and full-capture connector pipe screens (CPS) and other stormwater protection devices for Los Angeles County Department of Public Works (LACDPW) and southern California municipalities in 2002.

Since then, G2 has fabricated and installed tens of thousands of approved catch basin inserts and screen covers on hundreds of stormwater projects in the Orange County and Los Angeles area. G2 offers complete solutions by performing project evaluation and consultation on stormwater devices and then designing, fabricating, and installing highly effective devices to meet and exceed specifications.

G2’s General Credentials
• Orange County Public Works (OCPW) and OCTA M2 Environmental Cleanup Program approved storm water quality devices:
o CPS-Mod™ patented Full Capture System approved by State Waterboard. o GITS™ grated inlet trash screen Full Capture System approved by State Waterboard.
o ARS-CL™ patented automatic retractable screen.
• OCPW ranks G2 Construction as their #1 stormwater device provider (2020 RFP & 2014 RFP). Awarded Master Purchase Agreements covering 2015 - 2025. • Los Angeles County Dept. of Public Works & City of Los Angeles Bureau of Sanitation approved products: ARS-CL™& CPS-Mod™
• Association of Bay Area Governments (ABAG) Approved products (all) • California Contractor Licenses: A (General Contractor), C-8 (Concrete), C60 (Welding) • Orange County Local Small Businss (OCLSB) certified. [see Attached] • Disadvantaged Business Entity (DBE) certified. [see Attached] • Minority Business Entity (MBE) certified. [see Attached] • Small Business Entity (SBE) certified.
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G2 Construction is at the forefront of the stormwater device industry. G2 has designed and fabricated the most advanced stormwater protection devices to solve the needs of public agencies and private developers. Our advanced methodologies for fabrication and installation have made G2 the industry leader in providing custom-fitted stainless steel catch basin inserts and curb opening screen covers.

G2 has developed a high degree of technical expertise by incorporating all phases (evaluation, consulting, design, fabrication, installation, reporting) of stormwater projects, and learning from hundreds of installed projects over the years. We have become extremely familiar with all the procedures required for success.

Our depth of knowledge and technical experience has been the result of solving many dozens of challenges and constraints of projects over two decades. This includes, among many others, solving for all the various catch basin types and sizes and conditions that we face in the field.

We’ve learned something new from most projects and most clients. Our experiences with cities in Orange County and throughout southern California have been very good for many years.

Because many cities have developed an advanced knowledge of the industry and recognize quality and value, it makes G2’s work more effective, efficient, and valuable.

Fortunately, G2’s strong culture for project management helps us to organize projects effectively and manage diverse teams. This has enabled G2 to have a 100% rate of success for completing projects and within budget.

G2 provides its technical expertise and installation services throughout California and focuses on the Orange County and Los Angeles County regions.

Letters of Reference
G2’s customers provide additional insights into our qualifications. Attached are a few letters of our customer letters of recommendation.
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Packet Pg. 132 Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII) City of Mission Viejo
Public Works Department
200 Civic Center • Mission Viejo, California 92691 949/470-3056 http://www.cityofmissionviejo.org
Greg Raths
Mayor
Brian Goodell
Mayor Pro Tem
Wendy Bucknum
Council Member
Trish Kelley
Council Member
Edward Sachs
Council Member
February 11, 2020
OC Public Works / Procurement Services
601 North Ross Street
Santa Ana, CA 92701
Subject: Letter of Recommendation for G2 Construction, Inc.

To Whom It May Concern:

G2 Construction has installed their ARS-CL screens for the City on 6 projects between 2014 - 2020. Their 2020 project also included installing their CPS-Mod full capture screens. The City applied for and won grant funds for these projects from OCTA’s M2 Environmental Cleanup Program (Project X).

For each project, G2 provided a simple end-to-end solution that included field evaluations and measurements of catch basins, custom fabrication of devices, installation services, installation photos and support documentation. G2’s work has been on schedule and performed without any issues.

I am pleased to offer this letter of recommendation for G2 Construction. The City has found their trash and debris devices to be very effective, and their installation work to be of high quality. The company has been very professional and dependable in their interactions with the City. We look forward to working with G2 Construction on future projects.

If you have any questions, please contact me by telephone at 949-470-8419 or by e-mail at [email protected].

Sincerely,
Joe Ames, P.E.

Assistant City Engineer
City of Mission Viejo
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Packet Pg. 146 Attachment: OCTA OC GO Project X Grant Application (3123 : OCTA Grant App for ECP Debris Gates Phase XII) City of Laguna Hills
City Council/Planning Agency
Staff Report
DATE:

TO:

FROM:

ISSUE:

May 9, 2023
Mayor and Council Members
Joe Ames, P.E., T.E.

Public Works Director/City Engineer
Proposed Office Lease with Agatha Global Tech, LLC for 24031 El Toro Road, Suite 205, Laguna Hills, California
RECOMMENDATION: That the City Council: 1) Approve the Lease Agreement with Agatha Global Tech, LLC, a California limited liability company, for 24031 El Toro Road, Suite 205, Laguna Hills, California; and 2) Authorize the City Manager to make minor modifications, as necessary, to the Lease Agreement and to execute the Lease Agreement.

SUMMARY:

City staff has negotiated a sixty (60) month lease with Agatha Global Tech, LLC, a California limited liability company, for 24031 El Toro Road, Suite 205. Agatha Global Tech, LLC, operates a financial services and insurance company known as First American Advisors and currently leases Suite 304 from the City.

Agatha Global Tech, LLC, desires to move into a larger suite. The only Suite currently available that would meet the tenant’s needs is Suite 205, which has remained vacant and in “building shell” form since the Civic Center opened in 2004.

Agatha Global Tech’s existing suite, Suite 304, has a rentable square footage of 614 square feet and consists of two offices, a reception area, and a break area. City staff believes Suite 304 would be easily rentable because offices this size are usually rented first at the Civic Center.

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Civic Center Lease with Agatha Global Tech, LLC for Suite 205 May 9, 2023

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The following is a summary of the key lease terms and financial analysis:

Commencement Date: November 1, 2023
Term: Sixty (60) months
Rentable Square Feet: 2343
Upfront Capital: $250,000 (Estimated)
Base Rent: Months 1-12: $5,271.75/month (~$2.25/SF/mo)
Months 13-24: $5,482.62/month (~$2.34/SF/mo)
Months 25-36: $5,701.92/month (~$2.43/SF/mo)
Months 37-48: $5,930.00/month (~$2.53/SF/mo)
Months 49-60: $6,167.20/month (~$2.63/SF/mo)
Total Rent Payments: $342,642
The Base Rent includes the lessee’s share of eligible operating expenses for the first year. In the second and subsequent years, any increases in eligible operating expenses will be borne, proportionally, by the lessee.

Additionally, negotiated terms include for the lessee to have two (2) options to extend the lease for additional three (3) year terms at market rate.

Upfront Capital includes commissions and tenant improvements (or allowances for tenant improvements). The negotiated lease includes the City building out the tenant improvements for Suite 205. Currently, Suite 205 has no air conditioning or heating, plumbing, electrical, finished ceiling or flooring. Therefore, the City will need to construct the project as a Capital Improvement Project using a traditional design-bidbuild process. The lessee’s requested tenant improvement is minimalistic. It consists of one glass and drywall-partitioned space and one open-air break area. At the March 14, 2023, City Council Special Meeting, the City Council amended the FY 2022-2023 budget to allocate $850,000 in General Fund reserves to CIP 505, Civic Center Improvements. The estimated cost of building out the tenant improvements is approximately $200,000. The estimated cost of design plans and construction support from Hattox Design Group, the City’s tenant improvement architectural firm, is approximately $40,000. Essex Realty, per the terms of the existing property management agreement, will receive approximately $8,566 for its lease commission (2.5% of total rent consideration). This is substantially lower than what would have been paid in commissions to the procuring broker if the space had been leased to someone not currently a tenant. Therefore, City staff anticipates that the expense of constructing

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the tenant improvements and leasing the space will be recovered during the fourth year of the lease.

The final lease has been included as an attachment. City staff is recommending approval of the lease.

FISCAL IMPACT:

The lease includes total rent payments of $342,692 over the term of the lease. An estimated total of $250,000 in upfront capital is required. An estimated $240,000 of the upfront capital will be paid out of Capital Improvement Project No. 505, Civic Center Improvements. Any lease commissions will be paid out of the Civic Center Enterprise fund managed by Essex Realty.

ATTACHMENTS:
• Civic Center - First Floor Plan
• Civic Center - Second Floor Plan
• Civic Center - Third Floor Plan
• Photos of Suite 205
• Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205

4.5 Packet Pg. 149

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Packet Pg. 150 Attachment: Civic Center - First Floor Plan (3153 : Civic Center Lease with Agatha Global Tech, LLC for

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Packet Pg. 152 Attachment: Civic Center - Third Floor Plan (3153 : Civic Center Lease with Agatha Global Tech, LLC for Suite 205 as it exists today.

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Packet Pg. 153 Attachment: Photos of Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC for Suite 205) ________ ________
________ ________

INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 5/2/2023 3:29 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 April 27, 2023 , 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 Agatha Global Tech, LLC ("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 205, Laguna Hills, CA 92653 ("Premises"). The Premises are located in the County of Orange , and consist of approximately 2,343 rentable square feet and approximately 1958 useable square feet. In addiƟon to Lessee'srights to 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 (five) years and (0) zero months ("Original Term") commencing November 1, 2023 ("Commencement Date") and ending October 31, 2028 ("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 AŌer Tenant Improvements have been completed as outlined in secƟon 50, and upon the receipt of a fully executed lease agreement, monies outlined in secƟon

1.7e, and a cerƟficate of liability insurance naming Landlord and it’s agent as addiƟonally insured. ("Early Possession Date"). (See also Paragraphs 3.2 and 3.3)

1.5 Base Rent: $5,271.75 per month ("Base Rent"), payable on the First day of each month commencing November 1, 2023 . (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: four point five percent ( 4.5 %) ("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: Insurance Services, General Office . (See also Paragraph 6)

1.9 Base Year; Insuring Party. The Base Year is 2023 . 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 David Novak ("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:

STANDARD MULTI-TENANT OFFICE LEASE - GROSS
(a) Base Rent: $5,271.75 for the period November 1, 2023 - November 30, 2023 . (b) Security Deposit: $6,167.20 ("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: $11,438.95 . (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

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Packet Pg. 154 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC ________ ________
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Janitorial services
Electricity
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 8 ;
a plot plan depicƟng the Premises; Exhibit "A" and "A-1" a current set of the Rules and RegulaƟons; Exhibit "B"
a Work LeƩer/Requirements for Improvements or Alterations by Lessee; Exhibit "C" a janitorial schedule;
other (specify): Exhibit "D" Waiver and Release. Exhibit "E" Personal Guaranty. Exhibit "F" OpƟon to Extend .

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

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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.

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 5) 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:

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Packet Pg. 156 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC ________ ________
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(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 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

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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 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 3)

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

4.5.e
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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 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 "C" 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.

4.5.e
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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 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 4)

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.

4.5.e
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(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.
(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 4)Paragraph 8.3(a), irrespecƟve of any deducƟble amounts or coverage limits involved. (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

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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 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

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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.

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

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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:
(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 5)isjeopardized 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

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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 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 5)
(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

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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.

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

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received by the Lessor.

24. Waivers.
(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

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INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 5/2/2023 3:29 PM OFG-21.20, Revised 01-01-2019 Page 15 of 18
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 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.

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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.

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

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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 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.

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: 24035 El Toro Road, Suite 100, Laguna Hills, CA 92653
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: Jarad Hildenbrand
Title: City Manager
Phone:

Fax:

Email:

By:

Executed at:

On:

By LESSEE:

Agatha Global Tech, LLC
By:

Name Printed: David Novak
Title: CEO
Phone:

Fax:

Email:

By:

Name Printed:

Title:

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Title:

Phone:

Fax:

Email:

Address:

Federal ID No.:

Phone:

Fax:

Email:

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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Packet Pg. 171 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC

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 April 27, 2023, between The City of Laguna Hills, a municipal corporation organized and existing under the laws of the State of California (“Lessor”), and Agatha Global Tech, LLC (“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:
11/01/23-10/31/24 $5,271.75 per month
11/01/24-10/31/25 $5,482.62 per month
11/01/25-10/31/26 $5,701.92 per month
11/01/26-10/31/27 $5,930.00 per month
11/01/27-10/31/28 $6,167.20 per month

2. Tenant Improvements: Lessor at Lessor's sole cost and expense shall build out the Premises based on the attached floor plan in Exhibit A-1. Lessor and Lessee agree the floor plan in Exhibit A-1 is mutually agreed upon by Lessor and Lessee. Carpet tiles, vinyl plank flooring within the kitchenette area, and paint colors within the Premises shall be mutually agreed upon by Lessor and Lessee.

3. 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

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Packet Pg. 172 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC 2 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.

4. 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’

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Packet Pg. 173 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC 3 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. (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.

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Packet Pg. 174 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC 4 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 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:

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Packet Pg. 175 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC 5 (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. (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."

5. 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.”

6. 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.

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Packet Pg. 176 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC 6 7. Recordation. Lessee shall not have any right to cause the Lease or any short form or memorandum thereof to be recorded.

8. 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.

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: Jarad Hildenbrand
Its: City Manager
“Lessee”
Agatha Global Tech, LLC
By:

Name Printed: David Novak
Title: CEO

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Packet Pg. 177 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC Exhibit
“A”

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Packet Pg. 178 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC

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Packet Pg. 179
Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC for Suite 205) 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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Packet Pg. 180 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC 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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Packet Pg. 181 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC 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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Packet Pg. 182 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC 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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Packet Pg. 183 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC 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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Packet Pg. 184 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC 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.

4.5.e
Packet Pg. 185 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC 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: __________________

4.5.e
Packet Pg. 186 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC 1 EXHIBIT "C"

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

4.5.e
Packet Pg. 187 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC 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

4.5.e
Packet Pg. 188 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC 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.

4.5.e
Packet Pg. 189 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC 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.

4.5.e
Packet Pg. 190 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC 1 Attachment 1 to “Exhibit C”

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.A rchitect’s License and Expiration.

11.C opy of Permit Plans.

12.C opy of As-Builts.

13.C opy of Recorded Notice of Completion.

14.C ertificate of Occupancy.

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

4.5.e
Packet Pg. 191 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC Date: Date:

Lessor’s Initials: Lessee’s Initials:

EXHIBIT “D”
Waiver and Release.

It is the express and understood intent, purpose, desire, and agreement of the parties in the event of termination for cause or expiration of the Lease term, that Lessee, on behalf of itself, its officers, heirs, agents, shareholders, employees, subcontractors, executors, successors and assigns, shall and does hereby release and discharge Lessor, and its respective elected and appointed officials, officers, directors, employees, attorneys, accountants, consultants, other professionals, and agents, from and against the following: any claims, penalties, actions or causes of action, obligations, and demands of any kind including but not limited to, any claims arising under the California Eminent Domain Law (Title 7 (commending with Section 1230.010) of Part 3 of the California Code of Civil Procedure), the Relocation Statutes and Regulations set forth in Chapter 16 (commending with Section 7260) of Division 7 of the California Government Code and Subchapter 1 (commencing with Section 6000) Division 3 of Title 25 of the California Code of regulations, and claims for a “taking” or inverse condemnation arising under the United States or California Constitutions or under any federal, state, or local law, statute, ordinance, regulation, rule, official policy, court order, or common law (collectively, the “Released Claims”).

The parties further acknowledge that the Released Claims include any claims for loss of business goodwill pursuant to Code of Civil Procedure §1263.510 et seq., for precondemnation damages and severance damages.

4.5.e
Packet Pg. 192 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC ________ ________
________ ________

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 Agatha Global Tech, LLC , hereinaŌer "Lessee", are about to execute a document enƟtled "Lease" dated April 27, 2023 concerning the premises commonly known as(street address, city, state, zip) 24031 El Toro Road, Suite 205, Laguna Hills, CA 92653 wherein Lessor will lease the premises to Lessee, and
WHEREAS, David Novak 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

4.5.e
Packet Pg. 193 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC ________ ________
________ ________

INITIALS INITIALS
© 2017 AIR CRE. All Rights Reserved. Last Edited: 5/2/2023 3:29 PM GR-3.22, Revised 10-22-2020 Page 2 of 2
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.

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
David Novak
Executed At:

On:

By:

Name Printed: David Novak
Title: CEO
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.

4.5.e
Packet Pg. 194 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC ________ ________
________ ________

OPTION(S) TO EXTEND TERM

STANDARD LEASE ADDENDUM
Dated: April 27, 2023
By and Between
Lessor: The City of Laguna Hills, a municipal corporaƟon organized and exisƟng under the laws of the State of California
Lessee: Agatha Global Tech, LLC
Property Address: 24031 El Toro Road, Suite 205, Laguna Hills, CA 92653 (street address, city, state, zip)
Paragraph: 1. OPTION(S) TO EXTEND TERM. Subject to the terms, condiƟons and provisions of Paragraph 39, Lessor grants Lessee 2 (two) opƟon(s) to extend the term of the Lease ("Extension OpƟon(s)"), with each Extension OpƟon being for a term of 36 (thirty-six) months, commencing when the prior term expires ("OpƟon Term(s)"). In order to exercise an Extension OpƟon, Lessee must give wriƩen noƟce of such elecƟon to Lessor and Lessor must receive such noƟce at least 3 (three) but not more than 6 (six) months prior to the date that the applicable OpƟon Term would commence, Ɵme being of the essence. If Ɵmely and proper noƟficaƟon of the exercise of an Extension OpƟon is not given by Lessee and/or received by Lessor,such Extension OpƟon shall automaƟcally expire. Except as specifically modified, the terms, condiƟons and provisions of the Lease shall apply during OpƟon Terms but the amount of Rent during OpƟon Termsshall be established by using the method(s) selected below (check method(s) to be used and fill in appropriately):

I. Consumer Price Index.
(a) During the OpƟon Term(s) which start(s) on , the monthly Base Rent shall be increased on and every months thereaŌer during such OpƟon Term(s) ("OpƟon Term CPI Increase Date(s)") commensurate with the increase in the OpƟon Term CPI (as herein defined) determined asfollows: the monthly Base Rentscheduled for the month immediately preceding the first occurring OpƟon Term CPI Increase Date shall be mulƟplied by a fracƟon the denominator of which is the OpƟon Term Base CPI (as herein defined), and the numerator of which is the OpƟon Term Comparison CPI (as herein defined). The amountso calculated shall consƟtute the new Base Rent unƟl the next OpƟon Term CPI Increase Date during the applicable OpƟon Term, but in no eventshall any such new Base Rent be less than the Base Rent for the month immediately preceding the applicable OpƟon Term CPI Increase Date. (b) The term "OpƟon Term CPI" shall mean the Consumer Price Index of the Bureau of Labor StaƟsƟcs of the U.S. Department of Labor for (select one):

CPI W (Urban Wage Earners and Clerical Workers) or CPI U (All Urban Consumers), for (fill in Urban Area): or the area in which the Premises islocated, All Items (1982-1984 = 100). The term "OpƟon Term Comparison CPI" shall mean the CPI of the calendar month which is 2 full months prior to the applicable OpƟon Term CPI Increase Date. The term "OpƟon Term Base CPI" shall mean the CPI of the calendar month which is 2 full months prior to (select one): Commencement Date of the Original Term, start of the applicable OpƟon Term, or (fill in month) . (c) If compilaƟon and/or publicaƟon of the CPI is transferred to another governmental department, bureau or agency or is disconƟnued, then instead the index most nearly the same asthe CPI shall be used to calculate the Base Rent increases hereunder. If the ParƟes cannot agree on such alternaƟve index, then the maƩer shall be submiƩed for decision to the American ArbitraƟon AssociaƟon in accordance with the then rules of said associaƟon and the decision of the arbitrators shall be binding upon the parƟes, with the cost of such arbitraƟon being paid equally by the ParƟes.

II. Fixed Percentage. During the OpƟon Term(s) which start(s) on , the monthly Base Rentshall be increased on and every months thereaŌer during such OpƟon Term(s) ("OpƟon Term Percentage Increase Date(s)") by percent ( %) of the monthly Base Rent scheduled to be paid for the month immediately preceding the applicable OpƟon Term Percentage Increase Date.

III. Fair Market Value.
(a) During the OpƟon Term(s) which start(s) on November 1, 2028 , the amount of Rent shall be the amount forecasted to be the fair market rental value of the Premises during such OpƟon Term established pursuant to the procedures, terms, assumpƟons and condiƟons set forth herein ("Fair Market Value"); provided, however, regardless ofsuch Fair Market Value, Base Rent during an OpƟon Term shall not be lessthan the Base Rent scheduled as of when the prior term expires.

StarƟng as of Lessee's exercise of the applicable Extension OpƟon (but not earlier than six (6) months before start of the applicable OpƟon Term), the ParƟes shall for thirty (30) days("NegoƟaƟon Period") aƩempt to agree upon the Fair Market Value. If during the NegoƟaƟon Period the ParƟes do not agree on the Fair Market Value, then the Fair Market Value shall be established pursuant to the procedures set forth herein, which shall be binding. (b) Each Party shall, within fiŌeen (15) days aŌer the end of the NegoƟaƟon Period, in wriƟng submit to the other Party such Party's determinaƟon of the Fair Market Value ("SubmiƩed Value(s)"). If a Party fails to Ɵmely provide a SubmiƩed Value, then the other Party's SubmiƩed Value shall be the Fair Market Value. If both ParƟes Ɵmely provide SubmiƩed Values, then each Party shall, within fiŌeen (15) days aŌer both ParƟes have exchanged SubmiƩed Values, in wriƟng noƟfy the other Party ofsuch Party'sselected valuator who shall meet the qualificaƟons set forth herein ("Advocate Valuator(s)"). Lessor and Lessee may select an Advocate Valuator who isfavorable to such Party's posiƟon and may, prior to or aŌer appointment of an Advocate Valuator, consult with such Party's Advocate Valuator. If a Party fails to Ɵmely and properly provide noƟce of such Party's chosen Advocate Valuator, then the other Party's SubmiƩed Value shall be the Fair Market Value.

4.5.e
Packet Pg. 195 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC ________ ________
________ ________

INITIALS INITIALS
© 2017 AIR CRE. All Rights Reserved. Last Edited: 5/2/2023 3:29 PM OE-7.02, Revised 01-13-2023 Page 2 of 2
(c) If both ParƟes Ɵmely and properly designate Advocate Valuators, then such Advocate Valuators shall, within fiŌeen (15) days aŌer their selecƟon, choose a third (3rd) neutral valuator who shall meet the qualificaƟons set forth herein ("Neutral Valuator"). The Neutral Valuator shall be engaged jointly by Lessor and Lessee.

If Advocate Valuatorsfail to agree upon and Ɵmely appoint a Neutral Valuator, then the President of AIR CRE shall appoint such Neutral Valuator within fiŌeen (15) days aŌer request by either Party. If the President of AIR CRE does not Ɵmely appoint the Neutral Valuator, then either Party may file an appropriate legal acƟon for a judge with competent jurisdicƟon over the ParƟes to appoint the Neutral Valuator. (d) The Advocate Valuators and the Neutral Valuator ("Valuator(s)") shall be duly licensed real estate brokers or salespersons in good standing in the state in which the Premisesis located, shall have been acƟve over the five (5) year period before their appointment in the leasing of properƟes similar to the Premises within the general real estate market of the Premises. The Neutral Valuator shall addiƟonally not be related to or affiliated with either Party or Advocate Valuator, and shall not have previously represented in a real estate transacƟon a Party or anyone related to or affiliated with a Party. All maƩersto be determined by the Valuatorsshall be decided by a majority vote of the Valuators, with each Valuator having one (1) vote. The Valuators may, as the Valuators determine, hold hearings and require briefs, including market data and addiƟonal informaƟon. (e) Within thirty (30) days aŌerselecƟon of the Neutral Valuator, the Valuatorsshall first determine the Fair Market Value established by taking into account the terms, assumpƟons and condiƟons set forth herein ("Valuators' Market Value"), then decide which Party's SubmiƩed Value is closer in monetary amount to the Valuators' Market Value ("Selected Market Value"), then provide the ParƟes a copy of the Valuators' Market Value and finally noƟfy the ParƟes of the Selected Market Value. The Selected Market Value shall be the Fair Market Value. The Valuators shall have no right to decide a Selected Market Value which is a compromise to (or modificaƟon of) the SubmiƩed Values. The decision of the Valuators shall be binding upon the ParƟes. The Party whose SubmiƩed Value is not the Selected Market Value shall, within ten (10) days aŌer the Valuators decide the Selected Market Value, pay the fees and costs of all three (3) Valuators. (f) If the Fair Market Value has not been established before the start of the applicable OpƟon Term, then Lessee shall conƟnue to pay to Lessor rent in the amount payable for the month immediately preceding the start of such OpƟon Term and Lessor's acceptance ofsuch rent shall not waive, adversely affect or prejudice the ParƟes' right to complete establishment of the Fair Market Value or Lessor's right to collect the full amount of the Fair Market Value once the Fair Market Value is established. Lessee shall, within ten (10) days aŌer establishment of the Fair Market Value, pay to Lessor any deficiency in rent then due for the OpƟon Term.

Following establishment of Fair Market Value, the ParƟesshall, within ten (10) days aŌer request by either Party, sign an amendment to this Lease to confirm the Fair Market Value and the expiraƟon date of this Lease, but the ParƟes' failure to request or to sign such an amendment shall not affect establishment of the Fair Market Value or extension of the Lease term.
(g) The Valuators, in deciding the Valuators' Market Value, shall take into account rent rates, rent abatements, periodic rent increases, real property taxes, insurance premiums and other operaƟng expenses, tenant improvement and other applicable allowances, building services, length of lease term and other factors professional real estate brokers and/or appraisers customarily consider in determining fair market rent of property in an arm'slength transacƟon by ready, willing and able parƟes for space of comparable locaƟon, size, age, condiƟon, quality, parking, visibility, view, signage and accessibility if the Premises were marketed in a normal and customary manner for a reasonable length of Ɵme on the open market to be leased to a tenant with financial strength and credit worthiness comparable to Lessee and guarantors (if any) of this Lease (as of Lessee's exercise of the Extension OpƟon) for a term comparable to the length of the applicable OpƟon Term and used for the Agreed Use (or other reasonably comparable uses). The Valuators, in deciding the Valuators' Market Value, shall not consider as a comparable transacƟon any of the following: a sublease, lease assignment, lease renewal or extension; lease with a tenant that has equity, isrelated to or affiliated with the landlord; or a lease ofspace that wassubject to a right of first refusal, right of first offer, expansion opƟon or other encumbrances. The Valuators, in deciding the Valuators' Market Value, shall reduce the Fair Market Value on account of AlteraƟons and improvements made by Lessee to the extent the cost thereof was paid solely by Lessee (in excess of any applicable improvement allowance, abated rent in lieu of improvement allowance or other consideraƟon provided by Lessor for Lessee's improvement of the Premises), shall not reduce the Fair Market Value on account of any real estate brokerage commission savings by Lessor, and shall not reduce the Fair Market Value on account of deferred maintenance or repair of the Premises for which Lessee wasresponsible under the Lease but did not perform.

IV. Fixed Rental Adjustment(s) ("FRA").

The monthly Base Rent shall be increased to the following amounts on the dates set forth below:

On (fill in FRA Adjustment Date(s)): The new Base Rent shall be:

V. ConƟnuaƟon of Original Term Adjustments.

The monthly Base Rent during the OpƟon Term(s) which start(s) on shall be increased in accordance with the same formula provided in the Lease to be used to calculate increases in the Base Rent during the Original Term of the Lease.

BROKER'S FEE: For each adjustment in Base Rent specified above, the Brokers shall be paid a Brokerage Fee in accordance with paragraph 15 of the Lease or if applicable, paragraph 9 of the Sublease.

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.

4.5.e
Packet Pg. 196 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC ________ ________
________ ________

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 Agatha Global Tech, LLC Date:

Agent: Essex Realty Management DRE Lic. #: 00965485
Real Estate Broker (Firm)
By: Angela Draper DRE Lic. #: 01972882 Date: 4/27/2023
(Salesperson or Broker-Associate)

4.5.e
Packet Pg. 197 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC ________ ________
________ ________

INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 5/2/2023 3:29 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.

4.5.e
Packet Pg. 198 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC ________ ________
________ ________

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

4.5.e
Packet Pg. 199 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC ________ ________
________ ________

INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 5/2/2023 3:29 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.

4.5.e
Packet Pg. 200 Attachment: Proposed Lease Agreement with Agatha Global Tech, LLC for Suite 205 (3153 : Civic Center Lease with Agatha Global Tech, LLC City of Laguna Hills
City Council/Planning Agency
Staff Report
DATE: May 9, 2023
TO: Mayor and Council Members
FROM: Jennifer Lee
City Clerk
ISSUE: Excused Absence Request from Council Member Don Caskey for May 9, 2023, City Council Meeting
RECOMMENDATION: That the City Council approve an Excused Absence Request from Council Member Don Caskey for the May 9, 2023, City Council Meeting, if he is not in attendance.

SUMMARY:

In the event that Council Member Caskey is unable to attend the May 9, 2023, City Council meeting, the absence will need to be excused by the City Council. If he is not in attendance, Council Member Caskey is requesting the City Council approve an excused absence for the affected May 9, 2023, City Council meeting.

4.6 Packet Pg. 201
City of Laguna Hills
City Council/Planning Agency
Staff Report
DATE: May 9, 2023
TO: Mayor and Council Members
FROM: Jennifer Lee
City Clerk
ISSUE: Designation of Voting Delegate for California Joint Powers Insurance Authority 2023 Annual Board of Directors Meeting
RECOMMENDATION: That the City Council designate the Mayor as the Primary Voting Delegate and the Mayor Pro Tempore as the Alternate Voting Delegate for the California Joint Powers Insurance Authority (CJPIA) 2023 Annual Board of Directors Meeting.

SUMMARY:

The City Council voted unanimously at the March 28, 2023, regular meeting to join the California Joint Powers Insurance Authority (CJPIA). The CJPIA bylaws require that each participating governing body annually designate one voting delegate and at least one alternate. The voting delegate must be a member of the governing body. Alternate(s) may be from the governing body or from staff. Staff is recommending that the City Council designate the Mayor as the Primary Voting Delegate and the Mayor Pro Tempore as the Alternate Voting Delegate for the California Joint Powers Insurance Authority (CJPIA) 2023 Annual Board of Directors Meeting, scheduled for Wednesday, July 19, 2023, at the CJPIA campus in La Palma.

ATTACHMENTS:
• CJPIA 2023 Annual Board of Directors Meeting Voting Delegate/Alternate Form

4.7 Packet Pg. 202
202ϯ ANNUAL BOARD OF DIRECTORS MEETING

VOTING DELEGATE/ALTERNATE FORM
On an annual basis, the California JPIA asks members to update their information in order that we may better serve you. If you have had a reorganization, please forward us your Notice of Reorganization with your current governing body and your list of Appointments for the California JPIA Director and Alternate(s), along with this form. In accordance with the Authority’s Bylaws, your governing body must designate one voting delegate and at least one alternate. You may designate additional alternates. The voting delegate must be a member of the governing body. Alternate(s) may be from the governing body or from staff.

Please note: In order to vote at the Annual Board of Directors Meeting, voting delegates and alternates must be designated by your governing body. Please attach either your appointment list or minute action as proof of designation. As an alternative, your agency may sign this form, affirming that the designation reflects the action taken by the governing body.

1. VOTING DELEGATE - PRIMARY
Name:

Title:

2. VOTING DELEGATE - ALTERNATE 3. VOTING DELEGATE - ALTERNATE Name: Name:

Title: Title:

If you have more than two alternates, please attach a separate sheet.

PLEASE ATTACH APPOINTMENT LIST DESIGNATING VOTING DELEGATE AND ALTERNATES.

OR
ATTEST: I affirm that the information provided reflects action by the governing body to designate the voting delegate and alternate(s).

Name: Title: ______________________________
Email: ___ Phone: ________________________
Signature: Date: ______________________________
Please complete and return to:

By Mail: By Email:

California JPIA E-mail: [email protected]
ATTN: Veronica Ruiz
8081 Moody Street
La Palma, CA 90623
If you have questions or need assistance with the Board of Directors Certification or updating your governing body information, please contact Agency Clerk Veronica Ruiz at (562) 467-8736 or [email protected]. 8081 Moody Street, La Palma, CA 90623 | www.cjpia.org | (562) 467-8700 AGENCY: City of Laguna Hills
Janine Heft
Mayor
Dave Wheeler
Mayor Pro Tempore
Jennifer Lee
[email protected]
City Clerk
(949) 707-2635

4.7.a
Packet Pg. 203 Attachment: CJPIA 2023 Annual Board of Directors Meeting Voting Delegate/Alternate Form (3138 : Voting Delegates for CJPIA 2023 Annual City of Laguna Hills
City Council/Planning Agency
Staff Report
DATE:

TO:

FROM:

ISSUE:

May 9, 2023
Mayor and Council Members
Joe Ames, P.E., T.E.

Public Works Director/City Engineer
Public Hearing on 2023 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 PUBLIC WORKS DIRECTOR TO COMMENCE ENFORCING WEED, RUBBISH, AND REFUSE ABATEMENT AGAINST SPECIFIED PARCELS OF LAND." SUMMARY:

This is the time and place scheduled for the first Public Hearing for the Annual Weed Abatement Program. The Public Works Department requests the City Council conduct the required Public Hearing, receive public testimony, and adopt a Resolution issuing an abatement order authorizing the Public Works Director to abate and remove all weeds, rubbish, refuse and/or dirt on specified parcels in the City of Laguna Hills.

BACKGROUND:

On April 11, 2023, the City Council adopted Resolution No. 2023-04-11-1, thereby commencing the Weed Abatement Program for 2023 in accordance with the requirements and procedures set forth in Government Code Section 39560 et seq. The objective of the Weed Abatement Program is to declare by Resolution as a public nuisance, and abate, all weeds growing upon the streets, sidewalks, or private property in the City, and all rubbish, refuse and dirt upon parkways, sidewalks, or private property in the City as identified and described in the 2023 Weed Abatement List, as submitted on April 11, 2023, for health and safety purposes, for management of fire

6.1 Packet Pg. 204
Public Hearing on 2023 Weed, Rubbish, and Refuse Abatement May 9, 2023

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Laguna Hills City CouncilMay 9, 2023

Laguna Hills City Council
May 9, 2023