Riverside City Council
February 22, 2022

HOTEL SPACE LEASE
THIS LEASE is made and entered as of the 22nd day of December, 2000, by and between HISTORIC MISSION INN CORPORATION, a California corporation ("Landlord"), and THE REDEVELOPMENT AGENCY OF THE CITY OF RIVERSIDE, a public body, corporate and politic ("Tenant").

ARTICLE I -- BASIC LEASE PROVISIONS

1.1 Date of Lease. December 22 _, 2000

1.2 Tenant. The Redevelopment Agency of the City of Riverside, who by separate agreement, will sublet the entire Premises to The Mission Inn Foundation, a non-profit corporation ("Subtenant") operating under the trade names: The Mission Inn Museum ("Museum") and The Mission Inn Foundation ("Foundation").

References to "Tenant" in this Lease shall include references to "Subtenant" as defined herein.

1.3 Hotel. The Mission Inn, located at 3649 Mission Inn Avenue in the City of Riverside, County of Riverside, State of California 92501.

1.4 Premises. Those certain premises located in the Rotunda Wing area and Mission Wing area of the Hotel, including the "Museum Main Space", the "Foundation Main Space", the "Museum Additional Space" and the "Foundation Additional Space" (all as defined below).

1.5 Floor Area. Approximately 6,500 square feet with approximately 3,000 square feet to be allocated to the Museum (the "Museum Main Space") and approximately 3,500 square feet to be allocated to the Foundation (the "Foundation Main Space"); notwithstanding the foregoing, the Museum currently occupies approximately 3,830 square feet, which is 830 square feet larger than the Museum Main Space (the additional 830 square feet shall sometimes hereinafter be referred to as the "Museum Additional Space") and the Foundation currently occupies approximately 5,470 square feet, which is 1,970 square feet larger than the Foundation Main Space (the additional 1,970 square feet are located entirely in the basement area of the Hotel and shall sometimes hereinafter be referred to as the "Foundation Additional Space"). The Foundation Main Space and the Museum Main Space are sometimes referred to herein collectively as the "Main Space". The Foundation Additional Space and the Museum Additional Space are sometimes referred to herein collectively as the "Additional Space". Landlord reserves the exclusive right to recapture the Museum Additional Space and/or the Foundation Additional Space, or any portion thereof, at any time and for any reason, upon one-eighty (180) days prior written notice from Landlord to Tenant.

1.6 Term. Twenty-two (22) years

1.7 Minimum Rent.

Main Space: PREPAID THROUGH DECEMBER 23, 2022 FOR INITIAL TWENTY-TWO (22) YEAR TERM Museum Additional Space: $0
Foundation Additional Space: $0

1.8 Use of Premises. Mission Inn Museum and general office use by the Foundation only

1.9 Security Deposit. None

1.10 Guarantor. None

1.11 Address For Notices to Tenant. 3900 Main Street, Riverside, California 92522, Attention: Executive Director
Telephone Number (909) 826-5554

1.12 Address for Notices to Landlord: 4100 Newport Place, Suite 400, Newport Beach, California 92660, Attention: Ted Weggeland
Telephone Number (949) 809-3900

1.13 Interest Rate: Shall mean the greater of ten percent (10%) per annum or two percent (2%) in excess of the prime lending or reference rate of Wells Fargo Bank N.A. or any successor bank in effect on the twenty-fifth (25th) day of the calendar month immediately prior to the event giving rise to the Interest Rate imposition; provided, however, the Interest Rate will in no event exceed the maximum interest rate permitted to be charged by applicable law

1.14 Commencement Date: December 23 , 2000

1.15 This Lease is entered into pursuant to the terms of that certain Disposition and Development Agreement (DDA) dated December 23, 1992 by and between Landlord and Tenant Landlord's Initials: Tenant's Initial
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ARTICLE II - LEASED PREMISES

2.1 Premises; Floor Area; Hotel. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, those certain Premises described in Section 1.4 of the Basic Lease Provisions which are located in the Hotel described in Section 1.3 of the Basic Lease Provisions. For all purposes of this Lease, "Floor Area" means all areas designated by Landlord for the exclusive use of Tenant or other occupants of the Hotel measured from the outside of the exterior walls and the center of the interior demising walls. The boundaries and location of the Premises are generally depicted and outlined on the floor plan of the Hotel, attached hereto as Exhibit "A" (the "Hotel Floor Plan") and shall be Tenant acknowledges and agrees that
deemed a representation by Landlord that any tenants or occupants designated by name or type of business will conduct business in the Hotel; or that the Hotel will not be expanded, reduced or otherwise modified

2.2 Reservations. Provided Landlord does not unreasonably interfere with Tenant's use of and access to the Premises, Landlord reserves the right at any time to make alterations, additions and improvements to the Hotel and all. parts thereof.

2.3 Conditions of Record. Landlord's title is subject.to: (a) the effect of any covenants, conditions, restrictions, easements, reciprocal easement and operating agreements, development agreements, mortgages or deeds of trust, ground leases, rights of way, and other matters or documents of record now or hereafter recorded against Landlord's title, (b) the effects of all zoning laws of the city, county and state where the Hotel is situated, and (c) general and special taxes and assessments. Tenant agrees (i) that as to its leasehold estate it, and all persons in possession or holding under it, will conform to and will not violate said matters of record, and ii) that this Lease is and shall be subject and subordinate to said matters of record and any amendments or modifications thereto.

ARTICLE III -- TERM
Term; Commencement Date. The Term of this Lease shall be for the period designated in Section 1.6 of the Basic Lease Provisions commencing on the Commencement Date, and ending on the expiration of such period, unless the Term is sooner terminated or extended as provided in this Lease.

3.2 Extension of Term. Provided that Tenant shall have fulfilled completely and timely the terms and conditions of this Lease, and provided Tenant has not assigned or sublet the Premises in whole or in part, other than as provided in Article XIV hereof, Tenant shall have the right to extend the term of this Lease with respect to the Foundation Main Space and the Museum Main, Space only, for two (2) additional ten (10) year periods) (each, an "extension term") under the same terms and conditions as the original Lease (except for Minimum Rent as provided below). It is understood that this option is unique to Tenant and Subtenant. Upon any assignment or subletting, other than as specifically provided in Article XIV hereof, with or without Landlord's consent, this option shall be rendered null and void. The Minimum Rent payable pursuant to Section 4.1 of this Lease for each extension term with respect to the Foundation Main Space and the Museum Main Space only, shall be the sum of One Dollar ($1.00). In order to exercise such option to extend the Term of this Lease, Tenant shall give to Landlord written notice of its election to do so no fewer than one hundred eighty (180) days and no more than three hundred sixty (360) days prior to expiration of the original Term or extension term, as applicable, and if Tenant shall fail to give such notice within said time limit, all rights and privileges as granted to Tenant to extend the term of this Lease shall thereupon be null and void.

ARTICLE IV - RENT
Minimum Rent. Tenant has prepaid all rent for the initial Term of this Lease for the Main Space into the Capital Account of Landlord in the non-refundable amount of One Million Two Hundred Fifty-Five Thousand Eight Hundred Seventy-Three Dollars ($1,255,873.00) (the "Prepaid Rent"). Tenant shall not be entitled, under any circumstances or for any reason, other than for fraud and/or intentional misrepresentation committed by Landlord in connection with the negotiation of this Lease; to recover all or any portion of the Prepaid Rent, whether by way of refund, mitigation or otherwise.

ARTICLE V -- POSSESSION OF LEASED PREMISES

5.1 Delivery of Possession. Landlord and Tenant acknowledge and agree that Tenant, through Subtenant, is currently in possession of the Premises. Tenant further acknowledges that (a) the Premises (containing the Museum reason, upon one-hundred eighty (180) days prior written notice from Landlord to Tenant; and (c) Landlord will perform no works of improvement in the Premises and that Tenant will remain in possession of the Premises on an. "as-is" basis.

5.2 Condition of Premises. Tenant acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Hotel or their condition, or with respect to the suitability thereof for the conduct of Tenant's business. The taking of possession of the Premises by Tenant conclusively established that the Hotel, the Premises, the Tenant Improvements therein, the Hotel and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair.
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ARTICLE VI -- CONDUCT OF BUSINESS BY TENANT
Use of Premises. Tenant shall use the Premises solely for the use specified in Section 1.8 of the Basic Lease Provisions and under the trade names of Subtenant specified in Section 1.2 of the Basic Lease Provisions, and in accordance with the Rules and Regulations attached hereto as Exhibit "B". Tenant shall not use, or permit the Premises or any part thereof to be used, for any other use. Without limiting the generality of the preceding sentence, Tenant agrees as follows: Tenant shall not commit or suffer to be committed any waste upon the Premises or any nuisance or other act or thing which may disturb the quiet enjoyment of any other tenants or patrons of the Hotel. No use shall be made or permitted to be made of the Premises, nor acts done, which will increase the existing rate of insurance upon the Hotel, or cause a cancellation of any insurance policy covering the Premises or any part thereof.

Tenant shall not sell or permit to.be kept, used, stored or sold in or about the Premises any article which may be prohibited by standard form fire insurance policies. Tenant shall, at its sole cost, comply with any and all requirements pertaining to the use of the Premises of any insurance organization or company necessary for the maintenance of the fire and public liability insurance described in this Lease covering the Hotel and its appurtenances.

6.2 Compliance with Laws. Tenant shall not use the Premises, or permit anything to be done in or about the Premises, which will in any way conflict with any law, statute, ordinance or governmental rule or regulation now in force or which may hereafter be enacted or promulgated. Tenant shall, at its sole cost and expense, promptly comply with all laws, statutes, ordinances and governmental rules, regulations or requirements now in force or which may hereafter be in force and with the requirements of any board of fire underwriters or other similar bodies now or hereafter constituted relating to or affecting the condition, use, occupancy, alteration or improvement of the Premises, including, without limitation, the provisions of the Americans with Disabilities Act of 1990, as amended, as it pertains to Tenant's use, occupancy, improvement and alteration of the Premises. The judgment of any court of competent jurisdiction or the admission of Tenant in any action against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any law, statute, ordinance or governmental rule, regulation or requirement, shall be conclusive of that fact as between the Landlord and Tenant.

ARTICLE VII -- MAINTENANCE AND REPAIRS
Landlord's Maintenance Obligations. Landlord on behalf of Tenant and the other occupants of the Hotel shall maintain in good condition and repair the foundations, roofs and exterior surfaces of the exterior walls of the Hotel (exclusive of doors, door frames, door checks, windows, window frames, and store fronts) and the heating, ventilation and air conditioning equipment of the Hotel; provided, however, if any repairs or replacements are necessitated by the negligence, gross negligence, or willful acts of Tenant or anyone acting under Tenant or by reason of Tenant's failure to observe or perform any provisions contained in this Lease or caused by alterations, additions or improvements Landlord in writing of the need for such repairs and Landlord has failed to commence and complete the repairs within a reasonable period of time following receipt of Tenant's written notification. Tenant waives any right of offset against any rent due hereunder.

Landlord's Right of Entry. Landlord, its agents, contractors, employees and assigns may enter the Premises at all reasonable times upon reasonable prior notice under the circumstances (a) to examine the Premises; (b) to perform any obligation of, or exercise any right or remedy of, Landlord under this Lease; (c) to make repairs, alterations, improvements or additions to the Premises or to other portions of the Hotel as Landlord reasonably deems or of any insurance underwriter; and (e) to perform work that Landlord reasonably deems necessary to prevent waste or deterioration in connection with the Premises should Tenant fail to commence to make, and diligently pursue to completion, its required repairs as provided herein. In exercising such entry rights, Landlord agrees to use
commercially reasonably efforts under the circumstances to minimize interference with Tenant's use of the Premises.

Tenant's Maintenance Obligations. Tenant, at its sole cost and expense, shall keep the Premises and all parts thereof including, without limitation, utility meters, pipes and conduits, all fixtures, furniture and equipment, the storefront or storefronts, as applicable, Tenant's signs, locks and closing devices, security devices, windows, window sashes, casements or frames, all doors and door frames, floor coverings, including carpeting, tile and other flooring, all wall coverings, shelving, restrooms and other lavatory facilities, in first class order, condition and repair and shall make all replacements necessary to keep the Premises in such condition. All replacements shall be of a quality equal to or exceeding that of the original. Should Tenant fail to make these repairs and replacements or otherwise so maintain the Premises for a period of ten (10) days after written demand by Landlord, or should Tenant commence, but fail to complete, any repairs or replacements within a reasonable time after written demand by Landlord, Landlord may make such repairs or replacements without liability to Tenant for any loss or damage that may occur to Tenant's stock or business other than those resulting from Landlord's gross negligence or willful misconduct, and Tenant shall pay to Landlord the reasonable costs incurred by Landlord in making such repairs or replacements together with interest thereon at the Interest Rate from the date of commencement of the work until repaid. Tenant shall, at its expense, repair promptly any damage to the Hotel caused by Tenant or its agents or employees or caused by the installation or removal of Tenant's personal property. Tenant shall, at its own expense, comply with all requirements, including the installation and periodic maintenance of fire extinguishers or automatic dry chemical extinguishing system, of the insurance underwriters and other governmental authority having jurisdiction therefor as necessary for maintenance of reasonable fire and extended coverage insurance for the Premises.

Plate Glass. Tenant shall replace, at its expense, any and all plate and other glass in and about the Premises which is damaged or broken from any cause whatsoever except due to the gross negligence or willful misconduct of Landlord, its agents or employees.
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ARTICLE VIII -- COMMON AREA
Definition of Common Area. The term "Common Area," as used in this Lease, means all areas within the exterior boundaries of the Hotel now or later made available for the general use of Landlord, its patrons and other persons entitled to occupy Floor Area in the Hotel and their customers, guests and invitees, and the general public Common Area shall not include (a) the entryway to a tenant's premises, or (b) any areas or facilities that could be considered as Common Area except that the areas or facilities are included in the description of premises leased to a tenant or are exclusively for the use of and are the responsibility of a tenant.

Maintenance and Use of Common Area. The manner in which the Common Area shall be maintained shall - be solely determined by Landlord. The use and occupancy by Tenant of the Premises shall include the right to use the Common Area in common with Landlord and other tenants of the Hotel and their customers and invitees, subject to such reasonable, non-discriminatory rules and regulations concerning the use of the Common Area as may be established by Landlord from time to time including, without limitation, the Rules and Regulations attached hereto as Exhibit "B" as the same may be amended from time to time. Written notice of such rules and regulations and amendments and supplements thereto, if any, shall be given to Tenant thirty (30) days prior to their effective date.

Tenant agrees to promptly comply with all such rules and regulations upon receipt of written notice from Landlord.

Tenant and Tenant's employees and agents shall not solicit business in the Common Areas Control of and Changes to Common Area., Landlord shall have the sole and exclusive control of the as well as the right to make reasonable changes to the Common Area. Provided Tenant's use of and access to the Premises is not unreasonably interfered with, such rights of Landlord shall include, without limitation, the right to (a) restrain the use of the Common Area by unauthorized persons, (b) cause Tenant to remove or restrain persons from any unauthorized use of the Common Area if they are using the Common Area by reason of Tenant's presence in the Hotel, (c) utilize from time to time any portion of the Common Area for promotional, entertainment and related matters, (d) temporarily close any portion of the Common Area for repairs, improvements or alterations, to discourage non-customer use, to prevent dedication or an easement by prescription, or for any other reasons deemed sufficient in Landlord's reasonable judgment, and (e) reasonably change the shape and size of the Common Area add, eliminate or change the location of improvements to the Common Area, including, without limitation, buildings and lighting, and construct buildings and other improvements on the Common Area.

Parking. Landlord shall have no obligation whatsoever to provide parking for the Premises. Parking for the Premises may be available to Tenant by way of public parking on the adjoining streets and highways, the parking garage adjacent to the Hotel and other public parking facilities in the immediate vicinity, all of which are owned by third parties not controlled by Landlord. Tenant acknowledges that Landlord has not made and does not make any representations or warranties with respect to the availability of parking and agrees that Tenant shall be responsible at its sole cost and expense, for making arrangements with such third parties as are necessary to satisfy Tenant's parking requirements. Furthermore, Tenant agrees that its inability to secure parking for the Premises shall not in any way affect the validity or the enforceability of this Lease, and Tenant shall not be entitled to terminate this Lease nor to abate rent by reason of inadequate parking for the Premises.

ARTICLE IX - UTILITIES
Tenant shall be solely responsible for and shall promptly pay all charges for telephone service and for any other utility used, consumed or provided in, or furnished, or attributable to the Premises at the rates charged by the supplying utility companies. Should Landlord elect to supply any or all of such utilities, Tenant agrees to purchase and pay for the same as additional rent as apportioned by Landlord. In no event shall Landlord be liable for any interruption or failure in the supply of any such utilities to the Premises, nor shall rent be abated as a result of any such interruption.

Tenant agrees to reimburse Landlord within ten (10) days of billing for fixture charges and/or water tariffs, if applicable, which are charged by local utility companies. Landlord will notify Tenant of any such charges as soon as they become known. Any such charges will increase or decrease with current charges being charged Landlord by the local utility company, and will be due as additional rent. Notwithstanding anything to the contrary contained in this Article IX, Landlord shall be responsible for the cost of gas, water, sewer, electricity and refuse disposal used, consumed or provided in, or furnished, or attributable to the Premises.

ARTICLE X -- ALTERATIONS, SIGNS AND FIXTURES
Without Landlord's prior written consent, Tenant shall not make or cause to be made any alterations, additions or improvements to the Premises, or install or cause to be installed any trade fixtures, floor covering, interior lighting, plumbing fixtures, exterior signs, shades or awnings, or make any changes to the store front of the Premises.

Tenant shall present Landlord with plans and specifications for such work concurrently with the Removal by Tenant. All alterations, decorations, fixtures, additions and improvements made by Tenant, or made by Landlord on Tenant's behalf by agreement under this Lease, whether temporary or permanent in character, and whether or not affixed to the Premises (except furnishings, trade fixtures and equipment installed by Tenant) shall remain the property of Landlord and shall not be removed from the Premises without Landlord's prior written consent Upon the expiration or earlier termination of this Lease, Landlord may require Tenant to remove all the alterations decorations, fixtures, additions, and improvements, and to restore the Premises as provided in Article XI hereof. If following Landlord's request to do so upon the expiration of this Lease, Tenant fails to remove such alterations. decorations, additions and improvements and restore the Premises, Tenant shall promptly reimburse Landlord for the cost of removal and restoration.

Liens. Tenant shall keep the Premises free of any kinds of liens arising out of work performed for or materials fumished to Tenant, and shall promptly pay all contractors and materialmen used by Tenant to improve the Premises 562458.03/OC
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so as to minimize the possibility of a lien attaching thereto. Should any lien be made or filed, Tenant shall bond against or discharge the same within twenty (20) days after written request by Landlord. Tenant shall indemnify, defend, protect and hold Landlord, the Premises and the Hotel and every part thereof free and harmless from and against any and all liability, damage, claims, demands, suits, actions or expense (including attorneys' fees) arising out of any work done or materials furnished with respect to the Premises by Tenant, its employees, representatives, successors, contractors, subcontractors, materialmen and assigns.

Tenant further agrees to
maintain any permitted signs, awnings, canopies, decorations, lettering or advertising matter as may be approved in effect.

ARTICLE XI - SURRENDER OF PREMISES
At the expiration or earlier termination of this Lease, Tenant shall surrender the Premises in a first class, clean condition in accordance with the requirements of Section 10.2 herein, reasonable wear and tear and damage by unavoidable casually excepted, and shall surrender all keys for the Premises to Landlord at the place then fixed for the payment of rent. Tenant shall remove all of its furnishings, equipment and trade fixtures, and any alterations or improvements if required by Landlord as provided in Section 10.2 hereof, before surrendering the Premises to Landlord and shall repair any damage to the Premises caused thereby.

ARTICLE XII -- INSURANCE AND INDEMNITY
Tenant Insurance. During the Term, Tenant or Subtenant shall maintain at its own expense in full force and effect the following insurance policies:
(a)
business operated by the Tenant and subtenants and concessionaires of Tenant in the Premises, of which the combined single limit of general liability shall not be less than One Million Dollars ($1,000,000) per occurrence. Such liability limit will be increased from time to time if Landlord's insurance advisor reasonably determines that a higher limit is customary for similar uses. Such policy shall be on an occurrence (and not on a claims-made) basis.

Notwithstanding anything to the contrary contained herein, only the Redevelopment Agency of the City of Riverside, and not Subtenant or any other assignee or subtenant, may self-insure against the risks described in this Paragraph (b)
alan d road Eat Coverage Macing and lage pan
vandalism and malicious mischief; and
(c) Workers compensation insurance as required by law.

Each of Tenant's insurance policies required hereinabove shall name Landlord, and any person, firms, or corporations designated by Landlord, as additional insureds. Such persons or entities shall not, by reason of their inclusion under any such policy, incur liability for payment of any premium. Tenant's insurance policies shall contain a clause that insurer will not cancel or change coverage without first giving Landlord at least thirty (30) days prior written notice. All insurance required hereunder shall be issued by an insurance company or companies approved by Landlord, licensed to do business in California and having a financial rating of Class A-X or better as rated in the most current available "Best's Key Rating Guide". A copy of the policy or certificate of insurance (and of all endorsements thereto) shall be delivered to Landlord prior to Tenant's occupancy of the Premises, and thereafter at least ten (10) days prior to the expiration of any existing policy. All public liability, property damage and other casualty policies shall be written as primary policies, not contributing with and not in excess of coverage which Landlord may carry. No policy required to be maintained by Tenant under this Section shall have a deductible in excess of $5,000 without Landlord's prior written consent. If Tenant fails to maintain any insurance required under this Section, Landlord may itself maintain such insurance and charge the cost thereof to Tenant as additional rent. Such amount shall be due and owing within ten (10) days following written request therefor, and shall bear interest at the Interest Rate until paid. Landlord makes no representation or warranty to Tenant that the amount of insurance to be carried by Tenant under the terms of this Lease is adequate to fully protect Tenant's interests and Tenant assumes full responsibility to confirm the adequacy of its insurance coverage.
(a) Fire with extended coverage insurance with a vandalism and malicious mischief endorsement, which insurance shall be in an amount equal to at least ninety percent (90%) of the replacement value (exclusive of foundation and excavation costs) of the Premises and other improvements within the Hotel; 582458.03/OC
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Insurance covering all art, artifacts, papers, photographs, and other items of aesthetic, cultural, or historical significance owned by Landlord within the Premises, which insurance coverages shall be in amounts from time to time deemed reasonably necessary by Landlord; and
Rental loss insurance, or any other insurance coverages deemed necessary by Landlord or Landlord's lender throughout the Term, which insurance coverages shall be in amounts from time to time deemed reasonably necessary by Landlord or Landlord's lender.

The Landlord Carried Insurance may be obtained through a blanket policy or other form of pooled insurance coverage covering not only the Hotel, but other property owned by Landlord or its affiliates.

12.3 Indemnification of Landlord. Tenant will, during the Term, indemnify, protect, defend and save Landlord harmless from and against any and all claims, demands, actions, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees and costs of investigation with respect to any claim, demand or action) in connection with loss of life, bodily injury, personal injury and/or damage to property (collectively, "Claims) arising from or connected with the conduct or management of the business conducted by Tenant on the Premises, occupancy or use by Tenant of the Premises or any part thereof, or from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to this Lease, or from violations of or noncompliance with any governmental requirements or insurance requirements, or from any acts or omissions of Tenant or any person on the Premises by license or invitation of Tenant or occupying the Premises or any part thereof under Tenant, whether such injury occurs in, on or about the Premises or the Common Area. In case Landlord shall be made a party to any litigation commenced by or against Tenant, Tenant shall accept any tender of defense by Landlord and shall defend Landlord and protect and hold Landlord harmless and pay all costs, expenses and reasonable attorneys' fees incurred or paid by Landlord in connection with such litigation; provided, however, Tenant shall not be liable for any such injury or damage to the extent and in the proportion such injury or damage is ultimately determined to be attributable to the sole, active negligence or misconduct of Landlord, its agents or to assume Landlord's defense in any action covered by this Section 12.3 through counsel satisfactory to Landlord. employees, unless covered by insurance required to be carried by Tenant. Landlord may, at its option, require Tenant Waiver Claims; Waiver of Subrogation. Provided that their respective policies of insurance are not directors, agents and representatives in connection with any loss or damage caused to the insured's property and invalidated thereby, each party hereby waives (a) its rights of recovery against the other party, its successors, assigns, covered by any property insurance policies of the insured, and (b) on behalf of its carriers, any right of subrogation it may have against the other.

Each party shall notify its carrier of the waiver contained herein and shall obtain, if required by their respective insurers, any special endorsements required by such insurers to evidence compliance with the foregoing waiver.

12.5. Waiver of Loss and Damage. Except to the extent such matter is not covered by the insurance required to be maintained by Tenant under this Lease and such matter is attributable to the gross negligence or willful misconduct of Landlord, Landlord shall not be liable to Tenant, Tenant's employees, agents or invitees for: (i) any damage to property of Tenant, or of others, located in, on or about the Premises, nor for (ii) the loss of or damage to any property of Tenant or of others by theft or otherwise, (iii) any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain or leaks from any part of the Premises or from the pipes, appliance of plumbing works or from the roof, street or subsurface or from any other places or by dampness or by any other cause of whatsoever nature, or (iv) any such damage caused by other tenants or persons in the Premises, occupants of adjacent property of the Hotel, or the public, or caused by operations in construction of any private, public or quasi-public work. All property of Tenant kept or stored on the Premises shall be so kept or stored at the sole risk of Tenant. and Tenant shall hold Landlord harmless from any claims arising out of damage to the same, including subrogation claims by Tenant's insurance carriers, unless such damage shall be caused by the gross negligence or willful misconduct of Landlord.

Notice by Tenant. Tenant shall give immediate notice to Landlord in case of fire or accidents in the Premises or elsewhere in the Hotel or of any damage or defects in the Premises, the Hotel or any fixtures or equipment therein.

Indemnification of Tenant. Landlord will, during the Term, indemnify, protect, defend and save Tenant harmless from and against any and all Claims attributable to the sole, active negligence or misconduct of Landlord, its agents or employees, unless covered by insurance required to be carried by Tenant; provided, however, Landlord shall not be liable for any injury or damage to the extent and in the proportion such injury or damage is ultimately determined to be attributable to the sole, active negligence or misconduct of Tenant, its agents or employees.

ARTICLE XIII -- OFFSET STATEMENT, ATTORNMENT,

SUBORDINATION, MORTGAGEE PROTECTION CLAUSE
Offset Statement. Within ten (10) days after Landlord's written request, in connection with any assignment, hypothecation or other transfer of Landlord's interest in this Lease or the Hotel, Tenant agrees to deliver in recordable form a certificate or tenant estoppel letter to any proposed mortgagee, purchaser, or other transferee, or to Landlord, certifying to the extent true that this Lease is in full force and effect, that to Tenant's knowledge there does not exist nor has there existed during the period of Tenant's tenancy any toxic materials or hazardous waste in, on or about the Premises, that a true and correct copy of this Lease and all amendments thereto are attached to the certificate or tenant estoppel letter, and that there are no defenses or offsets thereto, or stating those claimed by Tenant, and such other items as may be reasonably requested. Failure by Tenant to execute said offset statement shall be considered a material default by Tenant under this Lease.

Attomment and Nondisturbance. In the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under, any mortgage, deed of trust or other encumbrance made by Landlord 502458 03/0C
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covering the Premises, Tenant shall attorn to the purchaser or mortgagee upon any such foreclosure sale or transfer in lieu of foreclosure sale and recognize such purchaser or mortgagee as the Landlord under this Lease, provided that any such purchaser or mortgagee shall recognize this Lease as remaining in full force and effect so long as Tenant is not in default hereunder.

13.3 Subordination. Subject to the nondisturbance and attornment provisions of Section 13.2 above, Tenant agrees that this Lease, at Landlord's option, shall be subject and subordinate to the lien of any mortgages or trust deeds or the lien resulting from any other method of financing or refinancing, now or hereafter in force against the land and buildings of which the Premises are a part or upon any buildings hereafter placed upon the land of which the Premises are a part, and to all advances made or hereafter to be made upon the security thereof. This section shall be self-operative and no further instrument of subordination shall be required unless requested by Landlord. Tenant covenants and agrees that it will execute such additional subordination agreements from time to time within twenty (20) days following written request therefor by Landlord. Tenant's failure to timely execute and return any required agreement under this Section shall constitute a material default under this Lease. Further, if Tenant fails to deliver any required agreement under this Section within such twenty (20) day period, Tenant irrevocably appoints Landlord as Tenant's attorney-in-fact for the purpose of executing and delivering the same on behalf of Tenant.

Mortgagee Protection Clause.

Tenant has been notified in writing (by way of notice of assignment of lease, or otherwise) of the addresses of such registered mail, a copy of any notice of default served by Tenant upon Landlord, provided that prior to such notice mortgagees and/or trust deed holders. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then the mortgagees and/or trust deed holders shall have an additional thirty (30) days within which to cure such default, or if such default cannot be cured within that time, then such additional time as may be necessary, provided such mortgagees and/or trust deed holders commence such cure within thirty (30) days and diligently pursue the remedies necessary to cure such default (including, but not limited to, commencement of foreclosure proceedings, if necessary to effect such cure), in which event this Lease shall not be terminated while such remedies are being so diligently pursued. Tenant shall not unreasonably withhold its consent to changes or amendments to this Lease requested by the holder of any mortgage or deed of trust covering Landlord's interest in the Premises so long as such changes do not materially alter the economic terms of this Lease or otherwise materially

ARTICLE XIV - ASSIGNMENT AND SUBLETTING

14.1 Assignment and Subletting. Tenant will not assign this Lease in whole or in part, nor sublet all or any part of the Premises, without the prior written consent of Landlord, which consent Landlord may withhold in its sole and absolute discretion. The consent by Landlord to any assignment or subletting shall not constitute a waiver of the necessity for obtaining Landlord's consent to any subsequent assignment or subletting. Any assignment or sublease made by Tenant without Landlord's written consent shall be voidable at Landlord's election. Notwithstanding anything to the contrary contained in this Article XIV or elsewhere in this Lease, Landlord and Tenant acknowledge and agree that Tenant may and has, or within thirty (30) days after execution of this Lease will, assign all of Tenant's rights, title and interest in and to this Lease or sublet the entire Premises (as opposed to only a portion of the Premises) to Subtenant for the sole purpose of operating The Mission Inn Foundation offices/Museum; provided, Tenant shall not be released from its liabilities under this Lease unless Landlord shall specifically consent to such a release.

Other Prohibited Transfers. Tenant shall not grant any concession or right of use or occupancy to all or any part of the Premises (other than an assignment or sublease which shall be governed by Section 14.1 above), nor shall Tenant encumber, hypothecate, or assign this Lease as security for an obligation or indebtedness, or grant any other form of security interest in this Lease, without Landlord's prior written consent which may be withheld in Landlord's sole, absolute and arbitrary discretion. Any such concession, right or security interest made by Tenant without Landlord's written consent shall be null and void. If Tenant shall select or appoint some person or entity other than Tenant or Subtenant to manage and control the business conducted in the Premises, and the result thereof shall be substantially similar to the result of a sublease or assignment, then such selection or appointment shall be deemed an assignment within the meaning and provisions of this Article.

Sale of Premises. In the event Landlord shall sell, convey, transfer or exchange the Hotel, Tenant agrees to recognize and attorn to the purchaser, or transferee, as the Landlord hereunder and Landlord shall be and is hereby relieved and released from any liability under any and all of its covenants and obligations under this Lease arising out of any act, occurrence or event which occurs after such sale, conveyance, transfer or exchange.

ARTICLE XV - DESTRUCTION
Total or Partial Destruction of Premises. If the Premises shall be damaged by fire, the elements or other casualty insured against under the provisions of Section 12.2 above, but are not thereby rendered untenantable in whole or in part, Landlord shall, at its own expense, cause such damage to be repaired as soon as reasonably practical, and any rent or other charges payable hereunder shall not be abated. Tenant shall be responsible for the concurrent prompt repair and restoration of its furniture, fixtures and equipment in the Premises damaged by such event. If by reason of any damage or casually, the Premises shall be rendered untenantable only in part, the damage shall be repaired as described above, and any rent other charges payable hereunder shall not be abated. If the Premises shall be rendered wholly untenantable by reason of such occurrence, either (i) the damage shall be repaired as described above, and any rent or other charges payable hereunder shall not be abated; or (ii) Landlord shall have the right, to be exercised by written notice delivered to Tenant within sixty (60) days from and after said occurrence, to elect not to reconstruct the Premises, and in such event this Lease and the tenancy hereby created shall cease as of the date of said damage. In such event, Landlord shall use good faith efforts to assist Tenant to find an alternate location, but Tenant shall not be entitled to receive any refund of any rent or other amount which has been prepaid by Tenant to Landlord. In the event the Premises are damaged as a result of casualty not covered by insurance required 562458.03/OC
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to be maintained hereunder, or are damaged during the last twelve (12) months of the Term, Landlord, within sixty (60) days following the date of such damage may commence such repair or reconstruction work or may elect to terminate this Lease on the expiration of sixty (60) days following delivery of written notice to Tenant of Landlord's election. not to repair or restore such damage. In such event, Landlord shall use good faith efforts to assist Tenant to find an alternate location, but Tenant shall not be entitled to receive any refund of any rent or other amount which has been prepaid by Tenant to Landlord.
destroyed by fire or other cause, and the Premises is within close proximity to the damage by such fire or other cause, Partial Destruction of Hotel. In the event that fifty percent (50%) or more of the Hotel shall be damaged or Landlord shall have the right to be exercised by written notice delivered to Tenant within sixty (60) days from and after said occurrence, to elect to cancel and terminate this Lease if it is determined the Premises cannot reasonably be repaired or rebuilt. Upon the giving of such notice to Tenant, the Term shall expire by lapse of time upon the 3rd day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord in the condition required pursuant to Article XI. In such event, Tenant shall not be entitled to receive any refund of any rent or other amount which has been prepaid by Tenant to Landlord.

Proceeds. All proceeds from the insurance required to be kept under Section 12.2 above shall be delivered to and constitute the property of Landlord and the proceeds of all property insurance covering Tenant's leasehold Landlord. Unless Landlord elects to terminate this Lease in accordance with Section 15.1 or 15.2 above, Landlord Improvements which would constitute the property of Landlord upon termination of this Lease shall also be paid to shall apply its insurance proceeds toward reconstruction of the Premises Tenant shall be entitled to retain the proceeds of its insurance carried pursuant to Section 12.1 above covering its trade fixtures, merchandise, signs and other personal property which it would be entitled to remove upon the expiration of this Lease.

15.4 in the event of the partial or total destruction of the Premises or the Hotel, including, without limitation, Sections Waiver of Termination. Tenant hereby waives any statutory rights which it may have to terminate this Lease 1932(2)and 1933(4) of the California Civil Code, it being agreed that the provisions of this Article XV shall control in the event of any damage or destruction.

ARTICLE XVI -- EMINENT DOMAIN
twenty-five percent (25%) or more, shall be acquired for any public or quasi-public use or purpose or taken by eminent Total Condemnation of Premises or Hotel. If the whole. of the Premises or a material part of the Hotel, i.e., domain, then the Term shall cease and terminate as of the date possession of title is given to such condemning authority in such proceeding. In such event, Tenant shall not be entitled to receive any refund of any rent or other amount which has been prepaid by Tenant to Landlord.

Partial Condemnation of Premises or Hotel. If any part of the Premises or the Hotel shall be acquired or taken by eminent domain for any public or quasi-public use or purpose, and in the event that such partial taking or condemnation shall render the Premises or the Hotel unsuitable for the operation of. Tenant's business, this Lease In the event of a partial taking or condemnation which is not extensive enough to render the Premises or the Hotel shall cease and terminate as of the date possession or title is given to such condemning authority in such proceeding unsuitable for the operation of Tenant's business, Landlord shall promptly restore the Premises and/or the Hotel, as applicable, to a condition comparable to its condition at the time of such condemnation less the portion lost in the taking, and this Lease shall continue in full force and effect.

Allocation of Award.

Except as provided below, in the event of any condemnation or taking as herein such condemnation and Landlord is to receive the full amount of such award. Tenant expressly waives any right or provided, whether whole or partial, Tenant shall not be entitled to any part of the award, as damages or otherwise, for value of Tenant's leasehold interest, or for the value of any option to extend the Term or renew this Lease. claim to any part thereof, including the right or claim for the value of.the unexpired portion of the Term or diminution in

ARTICLE XVII -- DEFAULT

17.1 Default by Tenant. In the event of Tenant's failure to perform any of Tenant's obligations under this Lease Landlord specifying the nature of Tenant's default within which to cure such defaults, provided that if the nature of a when due or called for hereunder, Tenant shall have a period of three (3) days after service of written notice by. additional time as may be reasonably necessary to cure such default not to exceed thirty (30) days so long as Tenant non-monetary default is such that it cannot be fully cured within said three (3) day period, Tenant shall have such commences such cure promptly after service of Landlord's notice and proceeds diligently at all times to complete such cure. If Tenant fails to comply with the foregoing provisions, Tenant shall be deemed to be in material breach of this including Code of Civil Procedure 1161 (or its successor), or in equity. In such event, in accordance with state law, Lease and Landlord with or without further notice or demand shall have. all rights and remedies available to it at law, removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant. TENANT AND landlord may re-enter the Premises and remove all persons and property from the Premise and such property may be

LANDLORD HEREBY ACKNOWLEDGE AND AGREE THAT IN THE EVENT LANDLORD ELECTS TO

TERMINATE THIS LEASE PURSUANT TO THE TERMS AND CONDITIONS CONTAINED HEREIN, TENANT

SHALL NOT BE ENTITLED, UNDER ANY CIRCUMSTANCES, EXCEPT FRAUD OR INTENTIONAL MISCONDUCT

OR INTENTIONAL MISREPRESENTATION COMMITTED BY LANDLORD IN CONNECTION WITH THE

PERFORMANCE OF THE TERMS OF THIS LEASE, TO RECOVER ANY PREPAID RENT AND/OR OTHER

MONETARY SUMS DEPOSITED HEREUNDER, WHETHER BY WAY OF REFUND, OR OTHERWISE, AND

LANDLORD SHALL HAVE NO OBLIGATION TO MITIGATE ANY DAMAGES SUSTAINED BY LANDLORD AS A RESULT OF ANY SUCH TENANT DEFAULT. NOTWITHSTANDING ANYTHING TO THE CONTRARY

CONTAINED HEREIN, LANDLORD MAY ONLY TERMINATE THIS LEASE IF LANDLORD IS NOT THEN IN DEFAULT HEREUNDER.
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17.2 performed by Landlord under this Lease unless Landlord has failed to perform such obligation within thirty (30) days Default by Landlord. Landlord shall not be in default in the performance of any obligation required to be the nature of Landlord's obligation is such that more than thirty (30) days are required for its performance, then after the receipt of written notice from Tenant specifying in detail Landlord's failure to perform; provided however, that if thereafter diligently pursues the same to completion. Upon any such uncured default by Landlord, Tenant may only Landlord shall not be deemed in default if it commences such performance within such thirty (30) day period and right to offset or abate rent in the event of any default by Landlord under this Lease, except to the extent offset rights exercise those rights provided it in law or at equity which are specifically set forth below, and; (a) Tenant shall have no extent (i) Tenant has expressly waived in this Lease any of such rights or remedies. and/or (ii) this Lease otherwise are specifically provided to Tenant in this Lease; and (b) Tenant's rights and remedies hereunder shall be limited to the this Section 17.2 and on Landlord's liability contained in Section 17.3 hereof. TENANT AND LANDLORD HEREBY expressly limits Tenant's rights or remedies, including the limitation on Tenant's remedies set forth in the balance of

ACKNOWLEDGE AND AGREE THAT IN THE EVENT LANDLORD IS IN DEFAULT IN THE PERFORMANCE OF ANY OBLIGATION REQUIRED TO BE PERFORMED BY LANDLORD UNDER THIS LEASE, TENANT SHALL HAVE THE RIGHT TO EXERCISE ONLY ONE OF THE FOLLOWING ALTERNATIVE REMEDIES:

LANDLORD FOR ACTUAL DAMAGE CAUSED BY LANDLORD'S SPECIFIC DEFAULT OR FOR SPECIFIC (A) SUE

LANDLORD'S OBLIGATIONS HEREUNDER, OR (B) ONLY IN THE EVENT OF FRAUD OR INTENTIONAL PERFORMANCE OF THE TERMS AND CONDITIONS OF THIS LEASE TO ENFORCE THE PERFORMANCE OF

THE PERFORMANCE OF THE TERMS OF THIS LEASE, TERMINATE THIS LEASE AND RECOVER THE MISCONDUCT OR INTENTIONAL MISREPRESENTATION COMMITTED BY LANDLORD IN CONNECTION WITH THIRTY (30) YEAR TERM BASED ON A COMMENCEMENT DATE OF DECEMBER 23, 1992; PROVIDED, REMAINING UNAMORTIZED PORTION OF PRE-PAID RENT APPLICABLE TO THE REMANDER OF THE INITIAL

HOWEVER, THAT TO THE EXTENT NOT SPECIFICALLY PROVIDED HEREIN, TENANT SHALL HAVE NO RIGHT TO RECOVER ANY PREPAID RENT AND OR OTHER MONETARY SUMS DEPOSITED HEREUNDER, WHETHER ENTITLED TO ANY REMEDY, WHETHER PROVIDED AT LAW, EQUITY OR OTHERWISE, INCLUDING BUT NOT BY WAY OF REFUND, MITIGATION OR OTHERWISE. UNDER NO CIRCUMSTANCES SHALL TENANT BE

INTENTIONAL MISCONDUCT OR INTENTIONAL MISREPRESENTATION COMMITTED BY LANDLORD IN LIMITED TO, THE RIGHT TO RECOVER ANY PREPAID RENT (EXCEPT IN THE CASE OF FRAUD OR SUMS DEPOSTED HEREUNDER, WHETHER BY WAY OF REFUND, MITIGATION OR OTHERWISE. CONNECTION WITH THE PERFORMANCE OF THE TERMS OF THISE LEASE) AND/OR OTHER MONETARY

REMEDIES PROVIDED TENANT ABOVE SHALL PROVIDE TENANT COMPLETE AND TOTAL SATISFACTION THE FOR ANY CLAIM THAT TENANT MAY HAVE AS A RESULT OF ANY. SUCH LANDLORD DEFAULT. nant's Initials
Landlord's Initials

17.3 damages is to the interest of Landlord in and to the Hotel. Tenant shall have no right to satisfy any judgment which it Limitation on Tenant's Recourse. Tenant's sole recourse under this Lease against Landlord for monetary may have against Landlord from any other assets of Landlord or from any other assets of any partner, venturer or shareholder of Landlord.
relief or specific performance, or Tenant's right to claim the proceeds of insurance (if any) specifically maintained by The provisions of this Section are not intended to limit the Tenant's right to seek injunctive Landlord for Tenant's benefit. The foregoing limitations shall also apply to any successor to Landlord's interest in the Premises.

17.4 Landlord's Right to Perform. Except as specifically provided otherwise in this Lease, all covenants and agreements by Tenant under this Lease shall be performed by Tenant at Tenant's sole cost and expense. failure shall continue for three (3) days with respect to monetary obligations (or ten (10) days with respect to non- shall fail to pay any sum of money or perform any other act on its part to be paid or performed hereunder and such releasing Tenant from any of Tenant's obligations, make such payment or perform such other act on behalf of Tenant. monetary obligations) after Tenant's receipt of written notice thereof from Landlord, Landlord may, without waiving or All sums so paid by Landlord and all necessary incidental costs incurred by Landlord in performing such other acts shall be payable by Tenant to Landlord within five (5) days after demand therefor as additional rent. and elsewhere in this Lease shall be construed and held to be cumulative, and no one of them shall be exclusive of the Rights and Remedies Cumulative. All rights, options and remedies of Landlord contained in this Section 17 other, and Landlord shall have the right to pursue any one or all of such remedies or any other remedy or relief which may be provided by law or in equity, whether or not stated in this Lease. Nothing in this Section 17 shall be deemed to limit or otherwise affect Tenant's indemnification of Landlord pursuant to any provision of this Lease.

ARTICLE XVIII -- HOLDING OVER, SUCCESSORS

18.1 Landlord, express or implied, shall, in the absence of a written agreement providing otherwise, be construed to be a Holding Over. Any holding over after the expiration of the Term or an extension term, with the consent of the rental rate for the Premises and shall otherwise be on the terms and conditions of this Lease. tenancy from month to month at a Minimum Rent equal to one hundred twenty-five percent (125%) of the fair market

18.2 extend to and bind the several respective heirs, executors, administrators, successors, and assigns of said parties; Successors. All rights and liabilities herein given to, or imposed upon, the respective parties hereto shall and if there shall be more than one party comprising Tenant, they shall all be bound jointly and severally by the terms, covenants and agreements herein.

ARTICLE XIX -- QUIET ENJOYMENT

19.1 Landlord's Covenant. Upon the observance and performance of all of the covenants, terms and conditions on Tenant's part to be observed and performed hereunder, Tenant shall peaceably and quietly hold and enjoy the 562458.03/0C
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Premises for the Term without unreasonable hindrance or interruption by Landlord or any other person or persons lawfully or equitably claiming by, through or under the Landlord, subject, nevertheless, to the terms and conditions of this Lease.

19.2 Relocation
(a) Landlord reserves the unilateral right to, at any time during the Term, by delivering ninety (90) days prior written notice to Tenant, relocate the Museum to other premises anywhere on the ground floor of the Hotel, or anywhere on floors 1, 2 or 3 of the Rotunda, or if and when improved, to any other space in the Mission Inn Annex minimum and a maximum of 3,000 square feet of Floor Area, and provided further in no event shall Landlord relocate building ("Substitute Museum Premises"); provided, however, that the Substitute Museum Premises contains a Landlord reserves the unilateral right to, at any time during the Term of this Lease, by delivering written notice to the Substitute Museum Premises to either the basement storage area of the Hotel or the Rotunda basement area.

Inn Annex building ("Substitute Foundation Premises"); provided, however, that the Substitute Foundation Premises Tenant, relocate the Foundation to other premises within the Hotel, or when improved, to other space in the Mission footage for the Substitute Museum Premises and the Substitute Foundation Premises exceed 6,500 square feet of contains a minimum and a maximum of 3,500 square feet of Floor Area. In no event shall the total aggregate square Floor Area (i.e., Landlord shall have no obligation to provide relocation space for any Additional Space).

Substitute Museum Premises and Substitute Foundation Premises shall collectively be referred to herein as the The "Substitute Premises." Additionally, Landlord, but not Tenant, shall have the right to relocate Tenant to "off-site" Substitute Premises which are within close proximity to the Hotel; rather than to other space within the Hotel or the Mission Inn Annex building. The location of the off-site Substitute Premises shall be mutually agreed upon and consented to by Landlord and Tenant, which consent shall not be unreasonably withheld.

Subtenant are unable to agree upon the location of the proposed off-site Substitute Premises, the Riverside In the event Landlord and Redevelopment Agency, acting as arbitrator, shall have the authority to reasonably decide in good faith the appropriateness of the proposed off-site Substitute Premises, taking into account such factors as the location, size, physical condition and suitability of the off-site Substitute Premises for Subtenant's business operations. The decision of the Riverside Redevelopment Agency shall be binding upon Landlord, Tenant and Subtenant. Tenant shall vacate and surrender the applicable Premises to Landlord and shall occupy the Substitute Premises after Landlord has below. Minimum Rent, Additional Rent and other charges shall be payable by Tenant at the same rate as payable by substantially completed the work to be performed by Landlord in the Substitute Premises pursuant to Section 19.2(b) Premises shall be deemed to be the Premises for the purposes of this Lease. Tenant with respect to the Premises. From and after the relocation by Tenant to Substitute Premises, the Substitute (b) If Landlord shall elect to relocate Tenant to Substitute Premises, compensation for any inconvenience for interference with Tenant's business, but Landlord shall, at Landlord's sole cost Tenant shall not be entitled to any and expense:
(i)
Premises, to the extent reasonable given the then existing condition and configuration of the Substitute Furnish and install or provide the necessary funding to Tenant to furnish and install in the Substitute Premises, as determined by Landlord in its reasonable discretion, fixtures, equipment, improvements appurtenances and leasehold improvements equal in kind and quality to those contained in the Premises at the time of Landlord's election;
personal property, equipment and trade fixtures from the Premises to the Substitute Premises; At Landlord's option, arrange for or provide the necessary funding to Tenant for the moving of Tenant's the relocation of any telephone or other communications equipment from the Premises to the Substitute Reimburse Tenant for Tenant's actual and reasonable out-of-pocket costs incurred in connection with Premises; and
(iv) Reimburse Tenant for any other actual and reasonable out-of-pocket cost incurred by Tenant in approved by Landlord in advance, which approval shall not be unreasonably withheld connection with Tenant's move from the Premises to the Substitute Premises, provided such costs are (c)
Section 19.2(b) above. Without limiting the generality of the foregoing, Tenant shall provide Landlord promptly with Tenant shall cooperate with Landlord so as to facilitate performance by Landlord of its obligations under Tenant to prepare the Substitute Premises for occupancy and opening for business. any approvals or instructions and perform promptly in the Substitute Premises any work to be performed therein by

ARTICLE XX - TAXES ON TENANT'S PROPERTY AND BUSINESS OPERATIONS personal property or trade fixtures placed by Tenant in or about the Premises (including any increase in the assessed Tenant agrees to pay before delinquency, all taxes and assessments (real and personal) levied against (a) any to the operation of Tenant's business and/or the Museum. If any such taxes or assessments are levied against value of the Premises based upon the value of any such personal property or trade fixtures), and (b) any taxes relating Landlord or Landlord's property, Landlord may, after written notice to Tenant (and under proper protest if requested by Tenant) pay such taxes and assessments, in which event Tenant agrees to reimburse Landlord all amounts paid by Landlord within ten (10) business days after demand by Landlord; provided, however, Tenant, at its sole cost and expense, will have the right, with Landlord's cooperation, to bring suit in any court of competent jurisdiction. to recover the amount of any such taxes and assessments so paid under protest. 552158 030C
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ARTICLE XXI - TOURS
imposed by Landlord to ensure the safe and efficient operation of the Hotel and the quite enjoyment of all Hotel guests applicable governmental and insurance requirements, and any other future rules and/or regulations that may be giving special consideration to the daily operation of the Hotel and the quite enjoyment of all Hotel guests and invitees. and invitees. The Tour route, duration and start times shall be subject to approval by Landlord, taking into account and

ARTICLE XXII -- GO DARK
Should the Main Space "go dark" during the term of this Lease for a period of ninety (90) consecutive days (as extended by delays referred to in Section 23.6 below, repairs alterations and improvements, restoration due to business permitted by the terms of this Lease is being operated within any portion of the Main Space, then Landlord casualty or condemnation, labor disputes or due to the actions of Landlord or its agents or employees), such that no Tenant specifying a termination date which is no sooner than thirty (30) days after such notice. Upon the expiration of may terminate this Lease at any time thereafter during the continuance of such "dark" period upon written notice to reopened the Museum and began occupying the entire Main Space for the use described in Section 1.8 of the Basic such thirty (30) day extension period, this Lease will automatically terminate unless Tenant (or Subtenant) has Lease Provisions, in which case Landlord's termination notice will be of no force or effect. termination may only be given within thirty (30) days of the conclusion of said ninety (90) day period. Upon termination Landlord's notice of récover any prepaid rent and/or other monetary sums deposited hereunder, whether by way of refund, or otherwise, of this Lease by Landlord pursuant to this Article XXII, Tenant shall not be entitled, under any circumstances, to and Landlord shall have no obligation to mitigate any damages sustained by Landlord as a result of Tenant's failure to

ARTICLE XXIII - MISCELLANEOUS

23.1 Intentionally Omitted.
either party, unless such waiver is in writing by the waiving party.

23.3 herein stipulated shall be deemed to be other than a partial payment of the rent herein stipulated, nor shall any Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than the rent accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an recover the balance of such rent or pursue any other remedy provided in this Lease hereof, set forth all the representations, covenants, promises, agreements, conditions and understandings between 23.4 Entire Agreement. This Lease and the Exhibits, and Addenda, if any, attached hereto and forming a part Landlord and Tenant concerning the Premises, and there are no representations, covenants, promises, agreements, conditions or understandings, either oral or written, between them other than are herein set forth. otherwise provided, no subsequent alteration, amendment, change or addition to this Lease shall be binding upon Except as herein Landlord or Tenant unless reduced to writing and signed by both parties. of its business, or otherwise, or joint venturer or a member of a joint enterprise with Tenant by reason of this Lease. No Partnership. Landlord does not in any way or for any purpose become a partner of Tenant in the conduct performance of any act required hereunder by reason of acts of God, strikes, lock-outs, labor troubles, inability to Force Majeure. In the event that either party hereto shall be delayed or hindered in or prevented from the not the fault of the party delaying in performing work or doing acts required under the terms of this Lease (but procure materials, failure of power, governmental moratorium, riots, insurrection, war or other reason of a like nature shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a excluding delays due to financial inability) (herein collectively, "Force Majeure Delays"), then performance of such act excuse Tenant from any payments due in accordance with the terms of this Lease. period equivalent to the period of such delay. The provisions of this Section 23.6 shall not apply to nor operate to

23.7 postage prepaid, addressed to Tenant at the address specified in Section 1.11 of the Basic Lease Provisions and to Notices. All notices hereunder must be served personally or by certified or registered mail as aforesaid, Landlord at the address specified in Section 1.12 of the Basic Lease Provisions, or at such other address as Landlord or Tenant may designate by written notice pursuant to this Section, except that notice to Tenant at the Premises shall in all events be proper notice. Any notice given by mail as aforesaid shall be deemed given forty-eight (48) hours after deposit in the mails.

23.8 inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of such Captions and Section Numbers. The captions, section numbers and article numbers in this Lease are sections or articles of this Lease nor in any way affect this Lease.

23.9 Partial Invalidity. If any term, covenant or condition of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, term, covenant or condition to persons or circumstances other than those as to which it is held invalid or or the application of such 562458.03/OC
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unenforceable, shall not be affected thereby and each term, covenant or condition of this Lease shall be valid and enforceable to the fullest extent permitted by law.

23.10 No Option. The submission of this Lease for examination does not constitute a reservation of or option for the Premises and this Lease becomes effective as a Lease only upon execution and delivery thereof by Landlord to

23.11 Recording. Tenant and Landlord agree to record a Memorandum of Lease in substantially the form and content of the attached Exhibit "C"

23.12 Legal Expenses. If either Landlord or Tenant should bring suit against the other with respect to this Lease, then all costs and expenses, including without limitation, actual professional fees and costs such as appraisers' accountants' and attorneys' fees and costs, incurred by the party which prevails in such action, whether by final judgment or out of court settlement, shall be paid by the other party, which obligation on the part of the other party shall be deemed to have accrued on the date of the commencement of such action and shall be enforceable whether or not the action is prosecuted to judgment. As used herein, attorneys' fees and costs shall include, without limitation, attorneys' fees, costs and expenses incurred in connection with any (i) postjudgment motions; (ii) contempt proceedings; (iii) garnishment, levy, and debtor and third party examination; (iv) discovery; and (v) bankruptcy Rights Cumulative. The rights and remedies of Landlord specified in this Lease shall be cumulative and in addition to any other rights and remedies provided by law.

23.14 Authority. If Tenant is a corporation or partnership, each individual executing this Lease on behalf of such entity represents. or warrants that he or she is duly authorized to execute and deliver this Lease on behalf of such entity and that such entity shall be bound by all the terms and provisions hereof.

23.15 Time of the Essence. Time is of the essence of each and every provision of this Lease except for delivery of possession of the Premises as set forth herein.

23.16 Nondiscrimination. Tenant acknowledges and agrees that there shall be no discrimination against, or segregation of, any person, group of persons, or entity on the basis of race, color, creed, religion, age, sex, marital status, national origin, or ancestry in the leasing, subleasing, transferring, assignment, occupancy, tenure, use, or enjoyment of the Premises, or any portion thereof.

23.17 Exhibits. This Lease contains the following Exhibits which are attached hereto and incorporated herein by this reference:

Exhibit A - Hotel Floor Plan
Exhibit B - Rules and Regulations
Exhibit C - Memorandum of Lease
IN WITNESS WHEREOF, Landlord and Tenant have executed this lease as of the day and year first above written.

LANDLORD: HISTORIC MISSION INN CORPORATION,
By:

By: _
is Seertan
TENANT: THE REDEVELOPMENT AGENCY OF THE CITY OF RIVERSIDE, a public body, corporate and politic
Name: Robert C. Wales
Tille: Executive Director
Attest: Cont Nicol

APPROVED AS TO FORM
Colleen J. Nicol
Kathlent Bonne Agency Secretary
ASST. CHY ATTORNEY
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PROPOSALS

MUTUNDA

ENTRANCE

DCEC ANTANCE

DRIVE ENTRY

SIXTH STREE
EXHIBIT "A"• HOTEL FLOOR PLAN EXHIBIT "A!

ORANGE STREET
MISSION: INN

ERSIDE CALIFORNIA
GROUND
, FLOOR PLAN

MISSION INN AVENUE

HISTORY

RULES AND REGULATIONS
ingress and egress. No tenant or the agents, employees or invitees of any tenant shall go upon the roof of the Hotel or The sidewalks, entrances, passages, or stairways shall not be obstructed or used for any purpose other than on to other areas not open to the general public (unless specifically designated in the lease for such tenant's use) without the prior written consent of Landlord.
refuse collection, in the manner and at the times and places specified by Landlord. Tenant shall not burn any trash or All garbage and refuse shall be placed by Tenant in the containers at the location prepared by Landlord for being placed in the trash container. All styrofoam chips must be bagged or otherwise contained prior to placement in garbage of any kind in or about the leased Premises. or the Hotel. All cardboard boxes must be "broken down" prior to It is the Tenant's responsibility to dispose of pallets by alternative means. the trash container so as not to constitute a nuisance. Pallets may not be disposed of in the trash bins or enclosures.

Except when removed for immediate
temporary use; or for use within a building, all trash bins shall remain within trash enclosures at all times. Enclosure doors shall remain closed when not in active use. No uncontainerized liquids shall be poured or placed into a trash (3) hours verbal notice to Tenant, take whatever action necessary to correct the infraction at Tenant's expense. Should any garbage or refuse not be deposited in the manner specified by Landlord. Landlord may, after three No awnings or other projections shall be attached to the outside walls of the Hotel without the prior written consent of the Landlord. No hanging planters, television sets or other objects shall be attached to or suspended from ceilings without the prior written consent of Landlord. No curtains, blinds, shades or screens shall be altached to or hung in, or used in connection with, any window or door of the Premises, without the prior written consent of Landlord.

4. be seen. from the outside the Premises without the prior written consent of the Landlord. In the event of the violation of No sign, advertisement or notice shall be exhibited, painted or affixed by any tenant on any part of, or so as to such removal to the tenant violating this rule. the foregoing by any tenant, Landlord may remove same without any liability, and may charge the expense incurred in other than those for which they were constructed, and no sweepings, rubbish, rags or other substances shall be The wash room partitions, mirrors, wash basins and other plumbing fixtures shall not be used for any purpose thrown therein. All damage resulting from any misuse of the fixtures shall be borne by the tenant who, or whose servants, employees, agents, visitors or licensees, shall have caused the same.

No tenant shall mark, paint, drill into, or in any way deface any part of the exterior of the Hotel.

7. be designed for food and beverage service, no cooking shall be done or permitted by the tenant of the Premises No animals of any kind shall be brought into, or kept in or about the Premises and unless the premises shall business visitors shall be permitted. No tenant shall cause or permit any unusual or objectionable odors to escape except that the preparation of coffee, tea, hot chocolate and similar items for the tenant and its employees and from the Premises.
intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of the Landlord reserves the right to exclude or expel from the Hotel any person who, in the judgment of Landlord is rules and regulations of the Hotel.
stenographic or typist, or for the manufacture or sale of narcotics in any form, or as a medical office, or as a barber No tenant shall occupy or permit any portion of his Premises to be occupied as an office for a public shop, manicure shop or employment agency without the express written consent of Landlord. No tenant shall engage or pay any employees on the Premises except those actually working for such tenant of the Premises nor advertise for laborers giving an address at the Premises. The Premises shall not be used for lodging or sleeping or for any immoral or interfere with occupants of this or neighboring buildings or premises or those having business with them whether by No tenant shall make, or permit to be made any unseemly or disturbing noises, sounds or vibrations or disturb the use of any musical instrument, radio phonograph, unusual noise, or in any other way.

No tenant shall throw anything out of doors or onto the parking lot and common areas. immediately adjoining the Premises shall be kept clean and free from dirt and rubbish by the Tenant to the satisfaction The outside areas of the Landlord, and Tenant shall not place or permit any obstruction or materials in such areas. No exterior storage No tenant shall at any time bring or keep upon the Premises any flammable, combustible, or explosive fluid chemical or substance.
anything herein, which shall in any way increase the rate of the fire insurance on the Hotel or on the property kept The tenant shall not do or permit anything to be done in the Premises, or bring or keep therein, or obstruct or interfere with the rights of other tenants, 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 Hotel or any part thereof, or with any rules and ordinances established by the Board of Health or other governmental authority. shall any changes be made in existing locks or the mechanism thereof without Landlord's written approval. Each No additional locks or bolts of any kind shall be placed upon any of the doors or windows by any tenant, nor tenant must, upon the termination of this tenancy, restore to the Landlord all keys of stores, offices, and toilet rooms. either fumished to, or otherwise procured by, such tenant, and in the event of the loss of any keys so fumished, such 562458.03/0C EXHIBIT "B"
H3920-001/12-21-00/gac/gac -1-
key if Landlord shall deem it necessary to make such change. tenant shall pay to the Landlord the cost of replacing the same or of changing the lock or jocks opened by such lost be subject to all rules and regulations contained herein, and the tenant shall be responsible for all acts of such Any persons employed by any tenant to do janitor work, shall, while in the Hotel and outside of the Premises, persons.

15. Canvassing, soliciting and peddling in the Hotel are prohibited and each tenant shall cooperate to prevent the same.

16. consent of Landlord. No air conditioning unit or other similar apparatus shall be installed or used by any tenant without the written No aerial antenna shall be erected on the roof or exterior walls of the Premises, or on the installed without such written consent shall be subject to removal by Landlord at any time without notice. grounds, without in each instance, the written consent of Landlord first being obtained. Any aerial or antenna so

17. boring or cutting for wires or stringing of wires will be allowed without written consent of Landlord. The location of Landlord will direct electricians as to where and how telephone or telegraph wires are to be introduced. No telephones, call boxes and other office equipment affixed to the Premises shall be subject to the approval of Landlord. pedestrian walkways, plaza and other public areas forming a part of the Hotel. Landlord does not hereby assume any Landlord reserves the exclusive right to regulate and control the use of all parking ramps and areas, responsibility to provide security in and around these areas and tenant assumes all responsibility for the protection of the property and person of tenant, its agents and invitees from the acts of third persons.

19. storage of items within truck well areas is strictly prohibited. Truck well doors shall remain closed when not in active Truck wells shall be used solely for temporary and immediate loading and unloading purposes. Parking or use. No use of truck wells shall be allowed which causes vehicles waiting use thereof to park or wait excessively on a public street. Truck wells shall be kept neat and free of debris at all times.

Tenant agrees to comply with all such rules and regulations upon notice from Landlord. Should Tenant not abide by these Rules and Regulations, Landlord may serve a three (3) day notice to correct deficiencies. If Tenant has not corrected deficiencies by the end of the notice period, Tenant will be in default of the Lease.

Landlord reserves the right to amend or supplement the foregoing rules and regulations and to adopt and promulgate additional rules and regulations applicable to the Hotel or any portion thereof. Notice of such rules and regulations and amendments and supplements thereto, if any, shall be given to the Tenant. 582458.03/OC EXHIBIT "B"
H3920-001/12-21-00/gac/gac -2-

RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:

Historic Mission Inn Corporation
4100 Newport Place
Suite 400
Newport Beach, California 92660
Attention: Ted Weggeland
(Space Above For Recorder's Use)

MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE ("Memorandum") is made and entered into as of December _ INN CORPORATION, _ 2000, by and
California corporation ("Landlord"), and
THE
REDEVELOPMENT AGENCY OF THE CITY OF RIVERSIDE, a public body, corporate and politic ("Tenant").

1. Term and Premises. For the Lease Term and upon the provisions set forth in that certain written lease of even date herewith from Landlord to Tenant ("Lease"), all of which provisions are specifically made a part hereof as though property consisting of museum and office space ("Premises") located in the City of Riverside, County of Riverside, fully and completely set forth herein, Landlord leases to Tenant, and Tenant leases from Landlord, that certain real State of California, as depicted on Exhibit"1" attached hereto, and which is part of that hotel ("Hotel") legally described in Exhibit "2" attached hereto, together with all rights of ingress and egress and all other rights appurtenant to said Premises including, without limitation, the right to use the building constructed on the Premises for the purposes contemplated in the Lease, all of which rights are more particularly described in the Lease.

Options to Extend Term. Reference is particularly made to Section 3.2 of the Lease wherein Tenant is granted options to extend the Lease Term on the terms and conditions set forth therein. se. Reterence is particularly made to section 6.1 ot the Lease wherein Tenant is granted the right to use th remises for the Mission Inn Museum and general oftice use Purpose of Memorandum of Lease. This Memorandum is prepared for the purpose of providing for record notice of the Lease, and in no way modifies the express and particular provisions of the Lease.

5. For the Benefit of the Premises. Landlord and Tenant intend that the covenants, conditions and restrictions assigns. Each successive owner of the Premises or of any portion thereof, and each person having any interest described and referred to herein shall be both personal to Landlord and Tenant and binding on their successors and therein derived through any owner thereof, shall be bound by such covenants, conditions and restrictions for the benefit of the Premises.

IN WITNESS WHEREOF, this Memorandum of Lease has been executed as of the date first written above. "LANDLORD"

HISTORIC MISSION INN CORPORATION,
a California corporation
By:_
Its:

By: Name:

Title:
"TENANT"

THE REDEVELOPMENT AGENCY OF THE CITY OF RIVERSIDE,
a public body, corporate and politic
By:_
Name
Title:_ Form
By:

Name: NoT
Title:
582458.03/0C EXHIBIT "C"
H3820-001/12-20-0012-17-00/gac/gac -1-

STATE OF CALIFORNIA
) ss.

COUNTY OF
_, a Notary Public in and for said state,
- personally known to me (or proved to me on
WITNESS my hand and official seal.

Notary Public in and for said State
(SEAL)

STATE OF CALIFORNIA
ss.

COUNTY OF
On
_, before me, _. _ a Notary Public in and for said state, herbasis of salsactory evidence) to be the person whose name is subscered fathe within inste eptand _, personally known to me (or proved to me on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on WITNESS my hand and official seal.

Notary Public in and for said State
(SEAL)
562458.03/OC EXHIBIT "C"
H3920-001/12-20-0012-17-00/gac/gac -2-
246 sq.f4. DEFICE
735 sq. ft.

CHAPEL BELOW
2023q.ft

DEPICTION OF PREMISES FLOOR PLAN
EXHIBIT "]"
RÓTUNDA.
41059. « BOARRROOM
BLAIG
-
3442 =
1149 sa. ff.

THIRD FLOOR-OFFICES
Scale 716"=/-0"
665 sq.1%
999 29. ft.
9825q.6.

67.2 s5q.kt

COURI OF BIRDS
_282 sg.tt
28257. =q.{t
• MALL
1855 59.F7
7137 p!

POUND FLOOR-RETAIL SHORS

TRANSFORMER ROOM
900 99. ft.
900 5q. Ft,
T7EW
900 59 Fli
200 5g, fit.
6,300 0'

BASEMENTS- BETAIL SHOPS
EXHIBIT "1"

LEGAL DESCRIPTION OF HOTEL PROPERTY

CALIFORNIA, THE LAND REFERRED TO IN THIS POLICY IS SITUATED IN THE STATE OF A9 FOLLOWSi COUNTY OF RIVERSIDE, CITY OF RIVERSIDE AND IS DESCRIBED FARCHL t

THAT CARTAIN REAL PROPERTY BITUATED IN THE CITY
COUNTY OF RIVEREIDE, BEATE OF CALITORNIA, PESCRIBED AB FOLLOWS: OF RIVERBIDE, BLOCK 6, RANGE 6, OF THE TOWN OF RIVERSIDE, AS SHOWN ET MAP ON FILE BOOK 7 PAGE CALIFORNIAJ 17 OF MAPE,, RECORDS OF BARWARDINO COUNTY,
TOGETHER WITH. 'THE FOLLOWING
BABEMENTS, PERMITE AND/OR ENCROACHMENTB 1 PESCRIBED PARCELS OF LAND FOR PARCEL a

HAIN BURBET
THAT PORTION OF MAIN STREȚ; ADJACENT TO BLOCK 6, RANG 6, AB SHOWN ON THE TOWN OF RIVERSIDE THEREOF, BY MAP ON PILE IN BOOK 7 PAGE 17 DR

OF MAPS, RECORDS OF SAN BERNARDINO COUNTY, CALIFORNIA,
DEBCRIBED AS FOLLOWS:

THENCH BOUTH 29° 01' 52" WEST ALONG THE NORTHHESTHRIY LINE OF SAIP BEGINNING AT THE MOST NORTHERLY CORNER OF BAID BLOCK 6, RANGE 61 BLOCK 6, FANGE 6; ALSO BEING THE SOUTHEASTERLI. LINH OF SAIP NAIN STREET, A DISTANCE OF 330:77 FEET TO THE MOST WEBTERLY CORNER OF SAID BLOCK Б; RANGH 67
OF THE BOUTHHSTERLY LINE OF SAIP #LOOK 6, RANGE 6, A DISTANCE QF THENCE NORTH 60° 56' 34" WEST ALONG THE NORTHWESTERLI PROLONGATION

4. DD FEET TO A LINE
PARALLEL WITH AND 4. DO FEET NORTHWESTERLY,
MEASURED AT RIQHI ANGLES FROM THE NORTHWASTERLY LINE OF SAID BLOCK 6,. RANGE 61 THENCE NORTH 29° 01' 52" EAST ALONG SAID PARALLAL LINE, A DISTANCE OF 214.77 FEET;
THENCE NORTE 60° 58' DE" WEST, A DISTANCH OF 1:5.00 FEET TO A LINE PARALLEL WITH AND 19.00

FEET NORTHWESTERIY, MEABURED AT RIGHT
ANGLES FROM THE NORTHWISTERLY LINI OF BAID BLOCK 6, RANGE 6; THENCE NORTH 29" 01' 52" HAST ALONG BAIP PARALLEL LINE, A DISTANCE OF 101.00 FEET;
THENCH NORTH 60° 58' 03" WEST, A DISTANCE OF 2.00 FEET TO A LINE PARALLEL WITH AND 27.00 FEET NORTHWESTERLY,

MEABURED AT RIGHT
ANGIE FROM THE NORTEWHSTIRLY LINE OF HAID BLOCK G, RANGE 61 EXHIBIT "2"
THENCE NORTH 29° 01'

NORTHWESTERLY A DIBTANCH
NORTHEABTERLY LINE OF SAID BLOCK 6..

RANGE 6;
OF 21. 0D FEET TO THE POINT OF BÉGINNING, BOUTH 50º 56' 3$" HAST ALONG SAID PROLONGATION, A DISTANCE PARCEL 3

FIXTH ELEBRET
THAT PORTIÓN

ADJACENT STREET,
MAP ON FILE STREET;
BARNARDINO COUNTY, CALIFORNIA, DESCRIBED AR FOLLOWE:. RECORDA OF BAN THENCE NORTH 60° 56^ 34" WAST ALONG THE NORTHEASTERLY LINE OF HAID BEGINNING AT THE MOST WASTERLY CORNER OF SAID BLOOK 6, RANGE 6, BLOCK 6, RANGE 6, ALSO

BEING THE
STREET, A DISTANCE OF :30.99 FAET TO THE MOST NORTHERLI CORNER OF BOUTHWESTERLY LINE OF SAID SIXTH SAID BLOCE 6, RANGE 6,
PROLONGATION OF THE NOFTHEABTERLY LINE OF BAID BLOCK 6, RANGE THENCE CONTINUING NORTE 60° 56' 34" WANT ALONG THE NORTHWESTERLY

DISTANCE
FEE!?. TO

LINE PARALLAL WITH AND
-OF SAID BLOCK 6,- RANGE-6, ALSO BHING THI SOUTHEASTERLY LINE OF BATD NORTHEASTERLY, MEASUREI AT RIGHT ANGLIN FROM THE NORTHWASTARLY LINE

MAIN STREET,
OF 5.00 FEET; THENCE NORTH 29 ° 01'. 52" EAST ALONG SAIP PARALLEL LINE, A DISTANCE THENCE NORTH 7400231I
PARALLEL 2 DISTANCE OF 21.21 FEET TO A LINE

ANGLES NORTHEASTERLY, MEASURED AT
THENCE FROM THE NORTHELSTERLY LINE OF GAID BLOCK 6, RANG 61 OF 122.00 PERT; BOUTH 60° 56" 34" FAST ALONG SAIP PARALLEL LINE, A PISTANCE THENCE SOUTH 29° D3' 265" WEAT,
PARALLEL WITH 16.50 A DISTANCE OF 3,50 FEET TO A LINE

NORTHEASTERLY, NASURED AT RIGHT
ANGLES BROM THE NORTHEZSTERLY LINE OF SAID BLOCK 6, BANGE 61 THENCH SOUTH OF 213.00 FEET: 56' 34" EAST ALONG SAIP PARALLEL LINA, A DISTANCE HAVING A RADIUS OF 16.00 FEȚ, THROUGH AN ANGLN OF B9° 58° 25", THENCE BOUTHEASTERLY AND BOUTHWESTERIT ON A CURVE CONCAVE WESTHELY, ARC LENGTH 03 25.13
BỌUTHEASTERLY, MEASURED AT RIGHT ANGLES FROM THE BOUTHMAGTERLI LINE OF BAID BLOCK 6, RANGE I, ALSO BEING THA NORTHNESTERIY LINE OF SAID ORANGE BTREET:

THENCE BOUTH
OF 0.51 FEET TO THE SOUTHEABTERLY PROLONGATION OF THE NORTHEAATERLY 29" 01' 51" WEST ALONG SAID PARALLEL LINI, A DISTANCE IINE OF BAID BLOCK 6, HANGE 61
OF 14.00 FEET TO THE PCINT OF BEGINNING. THENCE NORTE 50° 56' 34" NEST ALONG SAID PROLONGATION, A DIETANCH EXHIBIT. "2"
-2-
THAT PORTION OF ORANGE STREET, ADJACENT TO BLOCK 6, RANGE G, AS SHOWN ON THE TOWN OF NIVERSIDE BY MAP ON FILE IN BOOK 7 PAGE 17,.

THEREOF, OF MAPS, RECORDS OF BAN BERNARDINO COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:

BEGINNING AT THE MOST SOUTHERLY CORNER OF SAID BLOCK 6, RANGE THENCE NORTH 29! 01' 51" HAAT ALONG TH SOUTHEABTERLY LINE OF HAID BLOCK 6, RANGE 6, ALSO BEING THE NORTHWESTERLY LINE OF SAID ORANGE STREET, A DISTANCE OF 330.77 FEW IO THE MOST EASTERIY CORNER OF BAID BLOCK 6, RANGE
THENCE BOUTH 60° 56' 34" BAHT ALONG THÈ SOUTHEASTERLY PROLONGATION OF THE NORTHEASTARLY LINE OF SAID BLOCK 6, RANGE 6, A DISTANCE OF

14.00 FEET IO A LINE PARALLEL WITH AND 14.00 FEET BOUTHEASTERLY,

MEASURED AT RIGHT ANGLEB FOR THE BOUTHEASTARLY LINE OF SAID BLOCK 6, RANGE 6;
THENCE SOUTH' 29 ° 01' 51" WEST ALONG SAID PARALLEL LINE, A DISTANCE

BOUTHEASTERLY PROLONGATION OF THE
BOUTHWESTERLY LINE OF HAID BLOCK 6, RANGE 6;
THENCE NORTH 60° 56' 34" WEST ALONG SAID PROLONGATION, A DISTANCE OF 14.00 FEET TO THE FOINT OF BEGINNING.

PAREED 5

SAVENTH STREET

PORTION OF BEVENTH STREET, MAIN STREET AND ORANGE BTREET, ADJACENT TO BLOCK 6, SHOWN IN THE TOWN OF RIVERSIDE BY
FILE IN BOOK 7 PAGE 17, THEREOF, OF MAPS, RECORDS OF
RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AB FOLIONS:

BEGINNING AT THE MOST WESTERLY CORNER OF SAID BLOCK 6, RANGE 6; THENCE 9OUTH 60° 56' 34" BABT ALONG THE SOUTHWASTERLY LINE OF SAID BLOCK 6, RANGE 6, ALSO HEING THE NORTHEASTERLY LINE OF GAID SEVENTH STREET; A DISTANCE OF 330.99 FEET TO THE MOST SOUTHERLY CORNER OF SAID BLOCK 6, RANGE 6;
THENCE CONTINUING BOUTH 60° 56' 14" EABT ALONG THE
PROLONGATION OF THE SCUTHWASTERLY LINE DF SAID BLOCK 6, RANGE 6, A DISTANCE OF 14.00 FEIT FO A LINE PARALLI WITH AND 14.00 FEET

SOUTHEASTERLY, MEASURED AT RIGHT ANGLEN FROM THE SOUTHEASTHRLY IINE OF SAID BLOCK 6, RANGE 6, ALSO BEING THE NORTHWESTERLY LINE OF BAID ORANGE BTREET:

THENCE BOUTH 29º 01' '51" WEBT ALONG BAID PARALLEL LINI, A DISTANCE OF 5.99 FEET;

THENCE BOUTHWESTERLY AND NORTHWESTERIY ON A CURVI CONCAVE NORTHERLY HAVING A RADIDS OF 14.0D FEET, THROUGH AN ANGLE OF 90° 01/ 34", AN ARC LENGTH OF 22.00 FIET;
EXHIBIT "2"
- 3-
PARALLEL THENCE SOUTH 29º 03' 46" WEST, A DISTANCE OF 1.00 FEET FO A LINE WITH •AND 21.00
THENCE NORTH 60° 56' 31" WEST ALONG SAID PARALLEL LINE, A DISTANCE ANGLES FROM THE SOUTH ESTERLY LINE OF HAID BLOCK 6, RANGE 61 OF 334,99 FEET TO A LINE PARALLEL WITH AND 4.00 FEET NORTHWESTERLY, MEASURED AT RIGHT ANGLES FROM THE NORTHWESTERLY LINE OF SAID. BLOCK THENCE NORTH 29° 01'. 52" EAST ALONG BAID PARALLEL LINE, A DISTANCE 6, RANGE 6; ALEO BEING THE BOUTHEASTERLY LINE OF BAID MAIN STREET; OF 21.00. FEET TO THE
SOUTHWESTERLY LINE OF BAID BLOCK 6, RANGE 6;
-THENCE SOUTH 60• 561. 34" EAT ALONG BAID PROLONGATION, A DISTANCE OF 4.00 FEET TO THE PCINT OF BEGINNING.

PARCEL, 6

SIXTH STREET TUNNEL
PORTION OF SIXTH STREET ADJACENT TO BLOCK 5, RANGE 6, AND BLOCK 6, RANGE 6 OF TCWN OF RIVERSIDE, AS SHOWN BY MAP ON FILE IN BOOK › PAGE 17, THEREO!, OF MAPS, RECORPS OF SAN BERNARDINO COUNTY

CALIFORNIA, LYING IN A VERTICAL SPACE, THE TOP PLANE OF WHICH

TERNINATEB AT THE BOTTOM OF THE BRUCTURAL ELEMENTS OF THE SURFACE IMPROVEMENTB OF BAID 3IXTH STREET, AND THE BOTTOM PLANE OF, BAID SEA LIVEL DAIUM OF 1929, SPACE HAVING AN ELEVATION OF 833,50 FEET, U.B. CAAT AND GEODETIC

THROUGH THE

RIVERATE, BRACE LEVEL NEWORK ON FILE IN THE OFF OB CHE CITY SURVEYOR. THE LOCAL BENCH MARK REFERENCE OF THIE DESCRIPIION IS A & G.S. 3-1/2" DIAMETER BRABB CAP SET IN THE CONCRETE
ENTRANCE LANDING OF THE RIVERSIDE MUNICIPAL MUSEUN, 75,00 FEET,

MORE OR LESS, BOUTHWEITERLX OF THE CENTERLINA OF BEVENTH STREET, AND 125 FEET, MORE. OIL LESS, SOUTHEASTERLY OF THE CENTERLINE OF ORANGE STREET, ETAMPED "2-1, 1906, REBET 1964", HAVING AN ELEVATION 857.615 FEET, SAID PORTION OF SIXTH STREET BEING DESCRIBED AB COMMENCING AT THE MOST SOUTHERLY CORNER OF SAID BLOCK 5, RANGE 6, THENCE NORTH 60° 56' 34' WEST ALONG THE SOUTHWASTERLY LINE OF SAID BLOCK 5, RANGE 6, ALSO BEING THE NORTHEASTERLY LINE OF SAID SIXTH STREET, A DISTANCE OF 175.42 FEET TO THE TRUE POINT OF BEGINNING, THENCE SOUTH 29° 00' 5A" WEST, A DISTANCE OF 49.50 FEET TO A LINE PARALLEL WITH AND 16.50 FEET NORTHEASTERLY, MEASURED AT ANGLES FROM THE NORTHHASTERLY LINE OF BAID BLOCK 6, RANGE 6; ALAO

BEING THE BOUTHWESTERIY LINE OF BAID BIXTH STREET,
THENCE SOUTH 60° 56° 3L" EAST, ALONG SAID PARALLEL LINE, A DISTANCE OF 15.00 FEET;

THENCE NORTH
CENTERLINE OF BAID, SIITH STREET; 294 D0C 58 EAST, A DISTANCE OF 16.50 FEET TO THE, THENCE NORTH 60° 56' 14" WEST, ALONG SAID CENTERLINE, A DISTANCE OF 5,00 FEET;
EXHIBIT "2"
-4-
THENCE • WORTH 29° 00•
SOUTHWEATERLY 33.00 FEET TO
NORTHEASTERLY LINE OF HAID SIXTE BTRANTI. •RANGE 6,
THANCE NORTH 60° 56" 34" NEST ALONG SAID LINI, A DISTANCE " OF 10,00 FEET TO THE TRUE POINT OF BEGINNING.

FARCEL 7

SIXTH STENET BRIPGE
•ALL THE THOSE PORTIONS OF THE HEREIN DESCRIBED PROPERTY WHICH ITA

BETWEEN THE VERTICAL SIACE WITH THE BOTTOM PLANE HAVING FLEVATIONE AS DESCRIBID BELOW AND THE TOP PLANE HAVING AN ELEVATION OF • MEDIUM OF THE CITY OF RIVERSIDE I'RECISE FEET, U.S. COAST AND GIODATIC SEA LEVEL, DATOM OF 1929,

HAVA NEI ON FILE IN
CITY SURVEYOR.

DESCRIPTION IS A U.B.C, E G.E. 3 I/3" DIAMETER BRASS CAP SBT IN ȚHA

CONCRETE ENTRANCE ANLING OF THE RIVERBIDI

OR - HQUTHWEBTERLY OF THE CENTERLINE OF SEVENTH STREET MUNICIPAL MUSEUM, 125 FEET + OR - SOUTHENSTERLY OF THE CINTARIINE OF ORANGE BIREET, STAMPED "Z-1, 1906, REST 1964", HAVING
ELEVATION OF 857,675
TOWN RIVERSIDE; AS SHOWN BY MAP ON FILE IN BOOK 7 PAGE 17, THARROF, CONMENCING AT THE MOST BOUTHERLY CORNER OF BLOCK 5, RANGE 6 OF THE OF NAPA, RECORDS OF BAI BERNARDINO COUNTY, CALIFORNIA;
THENCE NORTH 60" 56' 34" WRET ALONG THE SOUTHWESTERLI LINE OF SAID BLOCK 5, ALSO BEING THE NÖRTHEASTERLY LINE OF BIXTH STREET BAID POINT BEING IN THI BUILDING COMMONLY KNOWN AS THE MISBION INH FEET WIDE), A DISTANCE OF 173.00 FEET TO THE POINT OF BEGINNING, ANNEX AT AN HLEVATION OF 863.76 FEET,
THENCE CONTINUING NORIA 60° 56 341. WEST
FART AT AN ELEVATION O| 863.75 FEET; LINE OF SAID BLOCK 5, IN THE MISSION INN ANNIX, A DISTANCE OF 14.0D THENCE
ELEVATION OF 863.75 FENT TO POINT "A"; 26" WEST, A DISTANCE OF 17.00 FENT AT AN TO POINT "E", THENGE CONTINUING BOUT 29º Q3/ 25" WEST; A DISTANCE OF 6.00 FEET BAID POIII HAVING AN ELEVATION OF 868.75 FHAT;
THENCE CONTINUING BOUTH 39• 03' 36" W##, A DISTANCE OF 20.00 FEET AT AN ELAVATION OF 868.75 FEET
TO POINT "D"; BAID POINT HAVING AN ILEVATION OF 866.00 FEET, THENCE CONTINUING SOUTI 29º 03' 26" NEAT, A DISTANCE OF 18.DO FEET AT AN ELEVATION OF 866.00 FEET TO IH NORTHIANTHRLT LINE OF BLOCK RANGE 6, ALSO BEING GOUTHWESTERLI LIND OF SIXTH
(66.00 PM WIDE, BAD LINE BUIN IN THE AIDING COMMONLY KNOW AS THE MISSION INN;
THENCE BOUTH 50 • 56' 34" EAST ALONG THE SAID NORTHEASTERLI LINE OF HLOCK 6, RANGE 6, IN TID MISSION INN; A DISTANCH OF 14.00 FAET AT AN ELEVATION OF 866.00 FIT:

EXHIBIT "2"
-5-
THENCE • NORTH 29° 93126"
ELEVATION OF B56. DO FEET TO FOOTTA DISTANCE OF 1B, 0Q FEET AT AN POINT "";
THENCE CONTINUING NORTA 29º D3' 26" HAST, A DISTANCH OF 5.DO FEET TO POINT "F", BAIP POINT THENCE CONTINUING NORTII 29° HAVING AN ELEVATION OF 86B.75 FEET; AT AN ELEVAȚION OF B6B.75 FEET TO POINT 03' 2f" HAEȚ, A DIBTANCE OF 20.00 FEET THENCE CONTINUING NORT 29º 03 ' 26"
TO POINT HAVING AN ELEVATION OF 863.75 A DISTANCE OF 6,00. FEET THENCE CONTINUING NORTII 29ª 03• 26" A DISTANCE OF 17.DD AT AN ILEVATION OF 863.75 FEET TO IHE POINT OF BEGINNING.

FARCEL B
ORANGE STREET "BUR LANE"

THAT PORTION OF ORANGI STREAT, GAVENTH BTREET AND BIXTH STRAET, ADJACENI TO BLOCK 6y RINGE 6, AS EHOW ON THE TOWN OF RIVERSIDE BY FILE IN BOOK 7. FAGE 17; THEREOF,

MAPS, RECORDS OF
RIVERSIDE COUNTY, CALIFORNIA, DESCRIBED AB FOLLOWE:

COMMENCING AT THE MOST SOUTHERLY CORNER OF SAID BLOCK 6, THENCE BOUTH 60• 56' 34" EAST ALONG THE SQUTHEASTERLY PROLONGATION BANdE 6, OF THE BOUTHWESTERLY LINE OF BAID BLOCK 6, RANGE 6, ALSO BEING THE • NORTHEASTERLY LINE OF SAID SEVENTH BRENT; A DISTANCE OF 14.00 FEET • TO A POINT IN A TINE FARALLEL WIVE AND 14:00 FEET BOUTHEASTERIX, MEASURED AT RIGHT ANGLIS FRON THE SOUTH#ASTERLY LINE OF SAID BLOCK BAID POINT BEING THE TRUE POINI OF BEGINNING; ALSO BRING THE NORINEATARLI LINE OF BAID ORANGE DF 331.28 FHHT; THENCE NORTH 29" 01' 51" BAST ALONG SAID PARALLEL LINE; A DISTANCE

THENCE NORTHEABTERLY AND NORTHVESTERLY ON A CURVE CONCAVE VRATERLY, HAVING A RADIUS OF 16,00 FEBT THROUGH AN ANGLE OF B9° 5B' 25", AN ARC LENGIH OF :25.13 . FEET TO LINE PARALLEL WITH AND 76,50

NORTHEASTERLY, AT RIGHT ANGLES FROM
LINE OF BLOCK 6, RANGE 5, ALSO BEING THE GOUTHWISTERLI LINE OF SAID THE NORTHEASTERLY SIXTH STREET;
THENCH SOUTH. 60º 56' 34" HAST ALONG BAIP PARALLAL LINI, A DIGTANCE OF 25.99 FEET TO A LINE BARALLEL WITH ANP 24.00 FEET BOUTHEASTERLY,

MEASURED AT RIGHT ANGLIS FROM THE SOUIHEASTERIY LINE OF BAID BLOCK 6, RANGE. 6j
THENCE BOUTH 29º 01' 51! WEST ALONG SAIP PARAIGHT HINA, A PISTANCE OF

SOUTHWESTERLY, MEASUREI AT EIGHT ANGLES FROM THE BOUTHWESTERLI LINE OF BAID BLOCK 6,
RANGH 5,
THENCE WORTH 60 • 56' 34" NEET ALONG SAID PARALIAL LINA, A DISTANCE.

24.01 FEET;
THENCE NORTH 29° 03 ' 25" HAST, A DISTANCE OF 1.00 FERTI EXHIBIT "2"
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STATE OF CALIFORNIA
) SS
COUNTY OF Riverside
On Decenber 21,2000 Shari Sterner, a Notary Public in and for said state, personally appeared
the basis of satisfactory evidence) to be the polson whose name is subscribed to the within instrument and • personally known to me (or proved to me on acknowledged to me that he/she executed the same in his/ber authorized capacity, and that by his/her signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

SHARI STERNER Thai sterna
COMM. #1223038
NOTARY PUBLIC -CALIFORNIA C Nofary Public in and for said State

RIVERSIDE COUNTY
My Comm. Expires June 1, 2003
(SEAL.)

STATE OF CALIFORNIA
SS.

COUNTY OF Kiverside
Shari Sterner
personally appeared R. Roberts _, a Notary Public in and for said state, - personally known to me (or proved to me on
the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument. acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on WITNESS my hand and official seal.

SHARI STERNER i Stern
COMM. #1223038
NOTARY PUBLIC - CALIFORNIA Notary Public in and for said State

RIVERSIDE COUNTY
My Comm. Expires June 1, 2003
(SEAL
562458.03/OC EXHIBIT "C"
H3920-001/12-21-00/gac/gac -2-