City Council and Authorities Concurrent
May 23, 2023

SHOPPING CENTER LEASE

BETWEEN

RIVERMARK VILLAGE LLC,
a California limited liability company

AS LANDLORD
AND

THE CITY OF SANTA CLARA,
a chartered municipal corporation

AS TENANT
Dated: 28", January 2003
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an i

TABLE OF CONTENTS
ARTICLE 1 - BASIC LEASE PROVISIONS ..3
ARTICLE 2 - LEASED PREMISES.. 4
ARTICLE 3 - TERM .... 6
ARTICLE 4 - RENT.. 7
ARTICLE 5 - POSSESSION OF LEASED PREMISES 8
ARTICLE 6 - TAXES. .9
ARTICLE 7 - CONDUCT OF BUSINESS BY TENANT .9
ARTICLE 8 - MAINTENANCE AND REPAIRS 14
ARTICLE 9 - COMMON AREA 15
ARTICLE 10 - UTILITIES .. .17
ARTICLE 11 - ALTERATIONS, SIGNS AND FIXTURES ..18
ARTICLE 12 - SURRENDER OF PREMISES .20
ARTICLE 13 - INSURANCE AND INDEMNITY .20
ARTICLE 14 - OFFSET STATEMENT, ATTORNMENT, SUBORDINATION, MORTGAGEE PROTECTION CLAUSE... ....23
ARTICLE 15 - ASSIGNMENT AND SUBLETTING ...24
ARTICLE 16 - DESTRUCTION. ...25
ARTICLE 17 - EMINENT DOMAIN ...26
ARTICLE 18 - DEFAULT ...28
ARTICLE 19 - HOLDING OVER, SUCCESSORS.. .31
ARTICLE 20 - QUIET ENJOYMENT .31
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ARTICLE 21 - MISCELLANEOUS.. …..31
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SHOPPING CENTER LEASE
This SHOPPING CENTER LEASE ("Lease") dated 28'" January 2003 ("Bffective Date" or "Reference Date") is between RIVERMARK VILLAGE LLC, a California limited liability company ("Landlord") and THE CITY OF SANTA CLARA, a chartered municipal corporation ("Tenant") (individually, a "Party," and collectively, the "Parties")

1. BASIC LEASE PROVISIONS

1.1 Tenant's Name: City of Santa Clara.

1.2 Shopping Center: Rivermark Village in Santa Clara ("City"), Santa Clara County ("County"), California ("State"), as shown on Exhibit A-1.

1.3 Premises Address: TBD, Santa Clara, California as shown on Exhibit A-2.

1.4 Premises Floor Area: Approximately 2,500 square feet.

1.5 Term: Ten (10) years.

1.6 Turnover Date; Commencement Date; Expiration Date: Turnover Date: The date Landlord delivers possession of the Premises to Tenant in the condition described in Section 5.2 and Exhibit B. Commencement Date: The Turnover Date. Estimated Turnover Date: 1 March 2003, subject to extension because of any Tenant Delays. Expiration Date: Midnight on the tenth (10th) anniversary of the day before the Turnover Date (subject to Sections 1.14 and 3.5).

1.7 Minimum Rent.

Years Annual Minimum Rent
1 - 10 $1.00 per year
11 - 15 (if exercised) •$1.00 per year
16 - 20 (if exercised) $1.00 per year

1.8 Use of Premises; Minimum Hours of Operation: Tenant shall use the Premises solely as a community service facility and police substation, without any jail, detention or holding facilities under Tenant's name ("Tenant's Permitted Use") and for no other use without Landlord's prior written consent. Tenant's minimum hours of operation from the Premises ("'Minimum Hours of Operation") shall be as determined by Tenant. rx c: \Shea Properties \Rivermark - City - Lease4

1.9 Address for Notices to Tenant:

Chief of Police
Santa Clara Police Department
601 El Camino Real
Santa Clara, CA 90050
Telephone Number: (408) 615-4700
Facsimile Number: (408) 261-9165

1.10 Address for Notices to Landlord:

Shea Properties
2580 Shea Center Drive
Livermore, California 94550
Attn: Property Manager
Telephone Number: (925) 245-3660
Facsimile Number: (925) 245-8838

1.11 Interest Rate: Ten percent (10%) per annum, as referred to in sections 4.3, 8.3,

11.5 and 13.2.

1.12 First Year's Advance Rent: $1.00, to be paid to Landlord by Tenant when Tenant executes this Lease.

1.13 Tenant Improvements: The tenant improvements to be installed in the Premises by Landlord, as described in the Work Letter Agreement attached as Exhibit B.

1.14 Extension Term: Two (2) five-year (5-year) Extension Terms.

2. LEASED PREMISES

2.1 Premises; Floor Area; Shopping Center. Landlord leases to Tenant, and Tenant leases from Landlord, those certain Premises described in Section 1.3 in the Shopping Center described in Section 1.2. The Premises consist of a store having Floor Area of approximately the square footage stated in Section 1.4. "Floor Area" means all areas designated by Landlord for the exclusive use of Tenant or other occupants of the Shopping Center 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 site plan of the Shopping Center attached as Exhibit A-1 ("Site Plan") and shall be deemed to include the entryway to the Premises. The approximate shape and dimensions of the Floor Area of the Premises are depicted on Exhibit A-2.

2.2 Reservations. Tenant acknowledges and agrees that Exhibit A-1 sets forth the approximate layout of the Shopping Center and shall not be deemed a representation by Landlord rx c:\Shea Properties Rivermark - City - Lease4

that any improvements not presently existing in the Shopping Center shall be constructed as shown thereon or within any specified period, or that any tenants or occupants designated by name or type of business will conduct business in the Shopping Center, or that the Shopping Center will not be expanded, reduced or otherwise modified. Landlord makes no representations or warranties of any kind as to the nature, size, location or time of construction of any structures in the Shopping Center, whether or not such structures are shown on the Site Plan, any other exhibit to this Lease or as to any sales or other materials or literature concerning the Shopping Center. Provided Landlord does not unreasonably interfere with Tenant's use of and access to the Premises, Landlord reserves the right anytime to (i) make alterations or additions to the building in which the Premises are contained (the "Building"); (ii) construct other buildings or improvements in the Shopping Center and make alterations or additions thereto; (iii) enter on the roof of the Premises to effect items of repair and maintenance; and (iv) use the roof and exterior walls and any air space above the Premises and any area or space below the Premises. Any diminution or shutting off light, air or view to the Premises or any part thereof by the Shopping Center or any personal property, fixture or improvement that may be built in or upon the premises of any other tenant, any portion of the Shopping Center other than the Premises or on lands next to the Premises shall in no way affect this Lease, abate rent or otherwise impose any liability on Landlord.

2.3 Conditions of Record. Landlord's title and Tenant's leasing of the Premises are subject to: (i) the effect of any covenants, conditions, restrictions, easements, reciprocal easement and operating agreements, development agreements, deeds of trust, ground leases, rights of way and other matters or documents of record now or from now on recorded against Landlord's title, (ii) the effects of all zoning laws of the City, County and State, and (iii) general and special taxes and assessments. Tenant agrees that (i) as to its leasehold estate, Tenant, and all persons in possession or holding under Tenant, will conform to and will not violate said matters of record, and (ii) this Lease is and shall be subject and subordinate to said matters of record and any amendments or modifications thereto.

2.4 Right to Relocate. Landlord may relocate the Premises to another section of the Shopping Center according to the following requirements:

2.4.1 The size and access to the new premises must be substantially similar to the Premises and the new Premises shall not be smaller than 2,500 square feet.

2.4.2 Tenant's Minimum Rent shall be the same for the new premises as for the Premises.

2.4.3 Landlord shall give Tenant at least ninety (90) days' notice of the •relocation and after that Landlord shall diligently complete the relocation.

2.4.4 Landlord shall, at its expense, install improvements to the new premises comparable to Tenant's Work and move Tenant's furniture, fixtures, equipment, files, other personal property and inventory to the new premises.
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2.4.5 Landlord and Tenant shall execute an amendment to the Lease to reflect the new premises.

2.4.6 Despite the above, Landlord may, anytime before the Turnover Date, after at least ten (10) days' notice to Tenant, change the location of the Premises. If Landlord exercises its right under this subsection, Landlord shall be liable for any costs of Landlord's Work described in Exhibit B that have been reimbursed to Landlord by Tenant.

2.5 License for Roof Antenna. Landlord here licenses to Tenant, and Tenant licenses from Landlord, a non-exclusive part of the roof of building for the installation, maintenance, repair and operation of "Communications Equipment," including, but not limited to, transmitter/receiver base stations, antennas and satellite dishes and other facilities, including, but not limited to, electrical cables, wiring, telephone lines, coaxial cable and HVAC and back up power systems, for voice and data transmission exclusively relating to Tenant's Permitted Use. Tenant shall use the roof for no other use or purpose. Tenant accepts the roof "AS IS." Tenant, at its sole cost, shall complete any improvements that Tenant requires for Tenant's use of the roof. All such work shall comply with this Lease, and Landlord shall have no responsibility to do or pay for the same. Landlord may anytime during the term of this license, install, relocate, maintain, and operate conduits, facilities, structures and other mechanical systems in, on and through the roof. If Landlord wants to relocate any such conduits, facilities or structures, Tenant shall cooperate with Landlord. At the expiration or earlier termination of this Lease, Tenant shall remove all Communications Equipment, improvements and personal property from the roof and surrender possession of the roof to Landlord in clean condition and good state of repair, except ordinary wear and tear, damage or destruction covered by this Lease, and any repair Landlord is obligated to perform pursuant to this Lease. At Tenant's sole expense, Tenant shall procure, maintain, and make available for Landlord's inspection any governmental license or permit ‹ required for the proper and lawful conduct of Tenant's use of the roof. Tenant shall not use the roof, or permit or fail to prevent the roof to be used, (a) for any purpose or in any manner that violates any Law and/or the requirements of the insurance underwriters) for the Shopping Center or (b) violating other tenants' uses of their respective premises or interfering with other tenants' uses of their respective premises. Tenant shall not cause or permit any waste to occur on the roof and shall not overload the roof, or any mechanical, electrical, plumbing or utility systems serving the roof.

3. TERM

3.1 Term; Commencement Date. The Term of this Lease shall be for the period designated in Section 1.5, commencing on the Turnover Date specified in Section 1.6, and ending on the Expiration Date specified in Section 1.6, unless the Term is sooner terminated or extended as provided in this Lease.

3.2 Memorandum of Commencement Date. Within five (5) business days after the Commencement Date, Tenant and Landlord shall execute a written memorandum x c:\Shea Properties Rivermark - City - Lease4

("Commencement Memorandum") on Landlord's standard form stating the actual Commencement Date and the Expiration Date as determined pursuant to Section 3.1. However, failure of Tenant to execute the Commencement Memorandum shall not affect Landlord's determination of the Commencement Date and the Expiration Date.

3.3 Estimated Turnover Date; Estimated Commencement Date. The Parties estimate that the Term of this Lease will commence on the Turnover Date set forth in Section 1.6. The Estimated Commencement Date is merely an estimate of the Commencement Date based upon the Estimated Turnover Date and, consequently, Tenant agrees that Landlord shall have no liability to Tenant for any loss or damage, nor shall Tenant be entitled to terminate or cancel this Lease, if Landlord does not deliver the Premises to Tenant by the Estimated Turnover Date for any reason whatever. If Landlord for any reason cannot deliver possession of the Premises by the Estimated Turnover Date, this Lease shall not be void or voidable nor shall Landlord be liable to Tenant for any resulting loss or damage.

3.4 Early Occupancy. If Tenant enters or occupies the Premises before the Commencement Date to complete Tenant Improvements, install furniture, fixtures and/or equipment or stock the Premises, Tenant's entry or occupancy shall be subject to all of the terms and conditions of this Lease, including, without limitation, the provisions of Article 13 regarding insurance and indemnification. Provided Tenant does not commence the operation of business from the Premises, Tenant will not be obligated to pay rent during such entry or occupancy.

Tenant agrees to give Landlord prior written notice of any such intended entry or occupancy and to cooperate with Landlord during any such entry or occupancy so as not to interfere with Landlord in the completion of Landlord's Work.

3.5 Extension of Term. Provided (i) there is not an uncured Event of Default (as defined in Section 18.1) by Tenant under this Lease either at the time of giving of notice of exercise of an Extension Term (as defined below) or at the commencement of such Extension Term, and (ii) Tenant has never during the Term assigned this Lease or sublet all or any part of the Premises, Tenant shall have the right to extend the Term for the additional period(s) specified in Section 1.14 (each, an "Extension Term") under all of the terms and conditions of this Lease.

Tenant agrees that this right to extend the Term is unique to Tenant, and upon any assignment or. subletting, with or without Landlord's consent, this right to extend the Term shall be void. In case of Tenant's valid exercise of such right to extend the Term, all references in this Lease to the Term shall be deemed to mean the Term as extended and all references in this Lease to the Expiration Date or end of the Term shall be deemed to mean the Expiration Date or end of the Term as extended.

3.6 The Minimum Rent (as defined in Section 4.1) for each Extension Term is set forth in section 1.7.

3.7 For Tenant's exercise of an Extension Term to be valid, Landlord must receive written notice from Tenant of Tenant's exercise no fewer than one hundred eighty (180) days rx c:\Shea Properties \Rivermark - City - Lease4

and no more than three hundred sixty (360) days before expiration of the original Term or then- current Extension Term, as applicable.

4. RENT

4.1 Minimum Rent. Tenant shall pay to Landlord during the Term, without prior notice, demand, deduction, abatement, counterclaim or offset (except as expressly provided to the contrary herein), minimum annual rent ("Minimum Rent") in the amounts stated in Section

1.7. Tenant shall pay Minimum Rent at the address set forth in Section 1.10, or at any other place as Landlord may designate from time to time in writing, and shall be payable in current legal tender of the United States of America. Tenant shall pay all Minimum Rent in advance in annual installments on or before the fifteenth (15th) day of each calendar year (or partial calendar year) during the Term. Minimum Rent for the first year of the Term shall be paid by Tenant to Landlord upon Tenant's execution of this Lease as provided in Section 1.12.

4.2 Additional Rent. All amounts required to be paid by Tenant to Landlord pursuant to this Lease including, without limitation, Minimum Rent and any other amounts, whether or not designated as rent, shall be deemed to be rent for purposes of this Lease, including without limitation Landlord's remedies for nonpayment of rent.

4.3. Late Payment. If Tenant fails to pay Minimum Rent or Additional Rent within five (5) days after the same has become due, both Tenant and Landlord agree that Landlord will incur additional expenses including, but not limited to, extra collection efforts and handling costs. Tenant agrees that in case of any late payment, Landlord is entitled to compensation for the detriment caused by the payment failure, but that it is extremely difficult and impractical to ascertain the extent of the detriment. The Parties therefore agree that if Tenant fails to pay any rent due hereunder within five (5) days after the same becomes due, Landlord shall be entitled to recover from Tenant the greater of (i) two hundred fifty dollars ($250.00) or (ii) five percent (5%) of the amount past due as a late charge and not as a penalty. Any past due amounts shall bear interest at the Interest Rate set forth in Section 1.11 from the date due until paid: Tenant further agrees to pay Landlord any costs incurred by Landlord in the collection of past due rent including, but not limited to, attorneys' fees and fees of a collection agency.

5. POSSESSION OF LEASED PREMISES

5.1 Delivery of Possession. Landlord shall deliver possession of the Premises to Tenant when Landlord's Work is complete so that Tenant can begin Tenant's Work, and Landlord shall, after delivery of possession, complete Landlord's Work according to Exhibit B.

If there is any delay in delivery of possession caused by Tenant, then the Turnover Date will be deemed to occur as of the date the Turnover Date would have occurred but for Tenant's delay, although Tenant does not yet have possession. Despite the above, Landlord will not be obligated to deliver possession of the Premises to Tenant until Landlord has received from Tenant all of the following: (i) originals of this Lease duly executed by Tenant,(ii) the Advance Rent specified in Section 1.12 and (iii) proof of Tenant's compliance with Article 13.

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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 Building or the Shopping Center or their condition, or with respect to any characteristics of the Premises, the Building or the Shopping Center or any improvements thereon, the suitability thereof for the conduct of Tenant's business or Tenant's ability to obtain any licenses, permits or other authorizations necessary or required to conduct Tenant's Permitted Use. Before executing this Lease, Tenant has made a thorough and independent examination of the Premises and all matters related to Tenant's decision to enter into this Lease and Tenant has satisfied itself as to all such matters including that the Premises are suitable for Tenant's Permitted Use. By taking possession of the Premises, Tenant shall conclusively establish that the Shopping Center, the Premises, the Building and the Common Areas were at such time in satisfactory condition and repair with all work required to be performed by Landlord, if any, pursuant to Exhibit B completed, except for "punch list" items and without any other obligation on Landlord's part to make any alterations, upgrades or improvements to the Premises, the Building, the Shopping Center or the Common Areas, and that Tenant accepts the same "as is." Landlord shall have no liability with respect to any alleged "defects" in the Premises, the Building, the Shopping Center or the Common Areas, whether patent or latent, except defects that Tenant specifically discloses in writing to Landlord within six (6) months after the Turnover Date. Tenant shall obtain and maintain through the Term, at its cost and expense, all licenses, authorizations and other permits necessary for Tenant's Permitted Use.

6. TAXES
Tenant shall pay before delinquency, all taxes and assessments (real and personal) levied against (i) any personal property or trade fixtures placed by Tenant in or about the Premises (including any increase in the assessed value of the Premises based upon the value of any such personal property or trade fixtures) and (ii) any Tenant Improvements or alterations in the Premises (whether installed and/or paid for by Landlord or Tenant). If any such taxes or assessments are levied against 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, and Tenant shall reimburse Landlord therefor within ten (10) days after demand by Landlord. Tenant, at its sole cost and expense, shall have the right, with Landlord's cooperation, to recover the amount of any taxes and assessments paid under protest.

7. CONDUCT OF BUSINESS BY TENANT

7.1 Use of Premises. Tenant shall use the Premises solely for the use and under the name specified in Sections 1.8 and 1.1, respectively, and according to the Rules and Regulations attached as Exhibit D.

7.2 Tenant further agrees as follows:
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7.2.1 Tenant knows that leases with other tenants in the Shopping Center prohibit certain uses and grant such tenants the exclusive right to certain uses. Accordingly, Tenant agrees that it shall not use or allow the Premises to be used for any prohibited or exclusive use of which Tenant has received written notice, including, without limitation, the prohibited, restricted and exclusive uses described in Section 7.8 and Exhibit E. Without limiting Landlord's other remedies under this Lease, Tenant agrees to indemnify, defend and hold Landlord harmless from and against all claims, demands, suits, judgments, injunctions, losses, liabilities, costs and expenses (including actual attorneys' fees and costs of suit, expenses and other costs of investigation and preparation, including in connection with any appeal arising out of or in connection with a breach of this covenant by Tenant, or any assignee, subtenant, licensee or concessionaire of Tenant.

7.2.2 Tenant shall never allow gaming machines (slots or otherwise) and/or arcade amusement machines (pinball, video, etc.) to be used, operated or kept within the Premises. Tenant shall not commit or suffer to be committed any waste upon the Premises or any nuisance or other act or thing that may disturb the quiet enjoyment of any other tenants or their customers in the Shopping Center. Despite the above, Landlord acknowledges that Tenant intends to use the Premises for Tenant's Permitted Use and accordingly, Tenant shall not be in violation of this section because of the acts of Tenant's detainees temporarily in or around the Premises.

7.2.3 Tenant shall never use the Premises in a way that will increase the existing rate of insurance upon the Building, or cause a cancellation of any insurance policy covering the Premises or any part thereof. Tenant shall not sell or peimit to be kept, used, stored or sold in or about Premises any article that may be prohibited by standard form fire insurance policies.

Tenant shall, at its sole cost, comply with any requirements concerning 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 Building and its appurtenances. If Tenant's use of the Premises results in a rate increase for the Building, Tenant shall pay within ten (10) days of billing from Landlord, as Additional Rent, a sum equal to the additional premium caused by such rate increase. Despite the above, Landlord acknowledges that Tenant intends to use the Premises for Tenant's Permitted Use and accordingly, Tenant shall not be liable for any increase in insurance premium caused by Tenant's Permitted Use.

7.3 Auctions. No auction, "fire," sidewalk, close out or bankruptcy sales may be conducted in or upon the Premises without Landlord's prior written consent, which consent Landlord may withhold in its sole and absolute discretion.

7.4 Compliance With Laws. Throughout the Term, Tenant shall at its expense comply with and will cause all persons in possession of the Premises or holding under Tenant to comply with: (i) all covenants, conditions, restrictions, easements, reciprocal easement and operating agreements, development agreements, mortgages and deeds of trust, rights of way and other matters or instruments of record now or from now on affecting the Premises, and (ii) all zoning and other laws, ordinances, orders, rules, regulations and requirements of all federal, state rx c:\Shea Properties Rivermark - City - Lease4

and municipal governments and appropriate departments, commissions, boards and offices thereof (whether or not the same require structural repairs or alterations), which may be applicable to the Premises or the use or manner of use of the Premises including, without limitation, the provisions of Title III of the Americans with Disabilities Act of 1990 as amended and all regulations and rulings promulgated pursuant thereto or in furtherance thereof. If Tenant wants to serve liquor, beer and/or wine from the Premises (which shall in any event be for on- premises consumption only), Tenant shall apply for and maintain always, at its sole cost and expense, all necessary liquor licenses and permits required under applicable laws for the service of such liquor, beer and/or wine. The judgment of any court or the admission by Tenant in any action or proceeding against Tenant that Tenant has violated any such laws, ordinances, regulations or rules in the use of the Premises shall be a conclusive determination of that fact between Landlord and Tenant. In this section, Tenant includes anyone acting under Tenant including any subtenants, assignees, concessionaires and licensees of Tenant.

7.5 Exterior Items. Tenant may not display or sell merchandise outside the Premises, nor shall Tenant permit portable signs or any other objects or items to be placed or stored or remain outside the Premises except Tenant's permitted signage.

7.6 Deliveries. Tenant shall comply with all laws and reasonable regulations of the Shopping Center concerning deliveries, including restrictions on noise levels, loading zones and traffic patterns. All deliveries, loading, unloading and other services to the Premises shall be completed before 9:00 a.m. each day. Tenant shall ensure that no delivery trucks or other vehicles servicing the Premises park in front of the Premises between the hours of 9:00 a.m. and 9:00 p.m. However, Tenant may, during all hours, park its official vehicles in front of the Premises to temporarily load, unload and transport Tenant's detainees.

7.7 Prohibited Uses. Except as otherwise expressly provided in this Lease, none of the following uses shall be conducted in the Shopping Center: (i) funeral homes; (ii) any production, manufacturing, industrial, or storage use of any kind or nature, except storage and/or production of products incidental to the retail sale thereof from the Shopping Center; (iii) entertainment or recreational facilities ("entertainment or recreational facilities" shall include, but not be limited to, a bowling alley, skating rink, game room, electronic or mechanical games arcade (except as an incidental use to a retail or commercial business, in which case such use shall be restricted to less than five percent (5%) of the floor area occupied by such business), theater, auditorium, sports or other entertainment viewing facility (except that single or multiple television and "big screen" television units within restaurants shall be permitted), billiard room or pool hall (except that pool tables may be included within restaurants permitted hereunder), off-track betting parlor, massage parlor, discotheque, dance hall, banquet hall, night club, lounge, bar or tavern (except that bars or the service of alcoholic beverages and/or dancing, music and other forms of entertainment may be included within restaurants permitted hereunder, except as otherwise expressly provided to the contrary in this paragraph), "head shop," pornographic or "adult" store or entertainment venue (including, without limitation, an adult bookstore or other establishment engaged in the business of selling, exhibiting or delivering pornographic or obscene materials or featuring nude or partially nude dancing or other entertainment), racquetball or squash court or rx c:\Shea Properties Rivermark - City - Lease4

gymnasium, or other place of public amusement); (iv) training or education facilities such as a school, child care facility, college, library, classroom, reading room, place of worship, place of instruction, or any other operation catering primarily to students or trainees rather than to customers, (but not including employee training by Tenant incidental to the conduct of Tenant's Permitted Use or the use of the Premises for "neighborhood watch" or public information meetings), provided that this restriction shall not prohibit the operation of any lawful business providing educational services to children, such as Score!, Kuman or Sylvan Learning Center, if no more than one (1) such operation shall be permitted in the Shopping Center at any given time and no more than three thousand (3,000) square feet of Floor Area of the Shopping Center shall be used for such operation; (v) car washes, gasoline or service stations, or the displaying, repairing, renting, leasing, or sale of any motor vehicle, boat or trailer (this restriction shall not prohibit the operation of a business that sells or rents motor vehicles to the public if no inventory of motor vehicles is maintained or parked in the Shopping Center and no repair, maintenance or delivery preparation, including without limitation washing, of motor vehicles occurs in the Shopping Center); (vi) dry cleaner with on-premises cleaning; (vii) any use that creates a nuisance or materially increases noise or the emission of dust, odor, smoke or gases, or materially increases fire, explosion or radioactive hazards in the Shopping Center (nuisance shall not include normal commercial, retail or restaurant operations commonly found in Northern California shopping centers); (viii) any business with drive-up or drive-through lanes except as designated on the Site Plan or as part of the operations of an anchor tenant or a grocery or drug store tenant; (ix) second-hand or thrift stores, pawn shops or flea markets (this restriction shall not prohibit the operation of an antique store, as such term is commonly understood to mean, or a store that sells memorabilia and new merchandise such as a "Play It Again" sports); (x) recycling facility (other than freestanding recycling machines); (xi) hotels or motor inns; and (xi) any use involving Hazardous Materials (as defined in Section 7,11), except as may be customary in first class neighborhood shopping centers in the metropolitan area in which the Shopping Center is located.

7.8 Hazardous Materials. Tenant here makes the following covenants regarding hazardous materials:

7.8.1 Tenant shall always comply with all federal, state and local laws, ordinances and regulations, including, but not limited to, the Federal Water Pollution Control Act (33 U.S.C. § 1251, et seq.), Resource Conservation & Recovery Act (42 U.S.C. § 6901 et seq.), Safe Drinking Water Act (42 U.S.C. § 300f et seq.), Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601. et seq.), California Health & Safety Code (§ 25100 et seq., § 39000 et seq.), California Safe Drinking Water & Toxic Enforcement Act of 1986 (California Health & Safety Code § 25249.5, et seq.) (except that Tenant is exempt from the "Prop 65" notice provisions thereof), California Water Code (§ 13000 et seq.), and other comparable state laws ("Hazardous Materials Laws"), relating to industrial hygiene, environmental protection or the use, analysis, generation, manufacture, storage, disposal or transportation of any oil, petroleum or other petroleum products including refined gasoline, motor oil, waste oil and diesel fuel, flammable explosives, asbestos, urea formaldehyde, rx c:\Shea Properties\Rivermark - City - Lease4

radioactive materials or waste, or other hazardous, toxic, contaminated or polluting materials, substances or waste, including, without limitation, any "hazardous substances," "hazardous wastes," "hazardous materials" or "toxic substances" under any such laws, ordinances or regulations (collectively, "Hazardous Materials").

7.8.2 Tenant shall, at its own expense, procure, maintain in effect and comply with all conditions of any permits, licenses and other government and regulatory approvals required for Tenant's use of the Premises, including, without limitation, discharge of (appropriately treated) materials or wastes into or through any sanitary sewer serving the Premises. Except as discharged into the sanitary sewer in strict accordance and conformity with all applicable Hazardous Materials Laws, Tenant shall cause any Hazardous Materials removed from the Premises to be removed and transported solely by duly licensed haulers to duly licensed facilities for final disposal. Tenant shall always handle, treat, deal with and manage any Hazardous Materials in, on, under or about the Premises in conformity with all applicable Hazardous Material Laws and prudent industry practice regarding management of such Hazardous Materials. Upon expiration or earlier termination of the Term, Tenant shall cause all Hazardous Materials to be removed from the Premises and transported for use, storage or disposal following and compliance with all applicable Hazardous Materials Laws. Tenant shall not take any remedial action in response to the presence of any Hazardous Materials in or about the Premises or the Shopping Center, nor enter into any settlement agreement, consent decree or other compromise in respect to any claims relating to any Hazardous Materials in any way connected with the Premises or the Shopping Center, without first notifying Landlord of Tenant's intention to do so and affording Landlord enough time to appear, intervene or otherwise appropriately assert and protect Landlord's interest with respect thereto.

7.8.3 Tenant shall immediately notify Landlord in writing of: (i) any enforcement, cleanup, removal or other governmental or regulatory action instituted, completed or threatened pursuant to any Hazardous Materials Laws; (ii) any claim made or threatened by any person against Tenant, the Premises or any building of the Shopping Center relating to damage, contribution, cost recovery compensation, loss or injury resulting from or claimed to result from any Hazardous Materials; and (iii) any reports made to any environmental agency arising out of or in connection with any Hazardous Materials in or removed from the Premises or any building of the Shopping Center, including any complaints, notices, warnings or asserted violations in connection therewith. Tenant shall also supply to Landlord as promptly as possible, and in any event within five (5) business days after Tenant first receives or sends the same, copies of all claims, reports, complaints, notices, warnings or asserted violations, relating in any way to the Premises, any building or Tenant's use thereof. Tenant shall promptly deliver to Landlord copies of hazardous waste manifests reflecting the legal and proper disposal of all Hazardous Materials removed from the Premises.

7.8.4 Tenant shall indemnify, defend (by counsel reasonably acceptable to Landlord), protect, and hold Landlord and each of Landlord's directors, officers, shareholders, members panes, implores as pis altes tor, sures or and aspense and are for Tx c:Shea Properties Rivermark - City - Lease4

fees), for death of or injury to any person or damage to any property whatever, arising from or caused in whole or in part, directly or indirectly, by (i) the presence in, on, under or about the Premises or any building of the Shopping Center, of any Hazardous Materials caused by or knowingly permitted by Tenant or for which Tenant may be legally liable; (ii) Tenant's use, analysis, storage, transportation, generation of Hazardous Materials to, in, on, under, about or from the Premises or any building of the Shopping Center; or (iii) Tenant's failure to comply with any Hazardous Materials Laws. Tenant's obligations hereunder shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary repair, cleanup or detoxification or decontamination of the Premises or any building of the Shopping Center, or the preparation and implementation of any closure, remedial action or other required plans in connection therewith, and shall survive the expiration or earlier termination of the Lease. For purposes of the release and indemnity provisions hereof, any acts or omissions of Tenant, or by employees, agents, assignees, contractors or subcontractors of Tenant or others. acting for or for Tenant (whether or not they are negligent, intentional, willful or unlawful) shall be attributable to Tenant. Despite anything to the contrary in this Article, Tenant may have Hazardous Materials on the Premises if handled according to all Hazardous Materials Laws and customary to the conduct of Tenant's Permitted Use.

7.8.5 If at anytime it reasonably appears to Landlord that Tenant is not maintaining sufficient financial capacity to enable Tenant to fulfill its obligations to Landlord hereunder, whether or not then accrued, liquidated, conditional or contingent, Tenant shall obtain and after that maintain in full force and effect financial assurance in forms reasonably acceptable to Landlord, as Landlord may from time to time reasonably request.

7.9 Sewer Damage. Tenant agrees not to discharge any acid or other harmful or dangerous chemicals into the sewer system, the sinks, drains and toilets, if any, of the Premises or inside the main system leading from the Premises to the main sewer line. Should Tenant discharge any acid or harmful chemicals into any such systems, Tenant shall be fully responsible fot the cost and repair of such damage. Landlord reserves the right to select an expert of its choosing to inspect any damage at Tenant's cost.

8. MAINTENANCE AND REPAIRS

8.1 Landlord's Maintenance Obligations. Landlord shall maintain in good condition and repair the foundations, roofs, electrical conduit and cabling to the point of connection with Tenant's meter, plumbing and gas conduit to the point of connection to the Premises and exterior surfaces of the exterior walls of the Building (exclusive of doors, door frames, door checks, windows, window frames, and store fronts). However, if any repairs or replacements are caused by the negligence or willful acts of Tenant or anyone acting under Tenant or because of Tenant's failure to observe or perform any provisions contained in this Lease or caused by alterations, additions or improvements made by Tenant or anyone acting under Tenant, the cost of such repairs and replacements shall be solely borne by Tenant. Despite anything to the contrary in this Lease, Landlord shall not be liable for failure to make repairs required to be made by Landlord under of this Lease unless Tenant has given Landlord notice of the need for such repairs and Landlord has failed to commence and complete the repairs within a reasonable time гx c:\Shea Properties Rivermark - City - Lease4

after receipt of Tenant's notice. Tenant waives any right of offset against any rent due hereunder and any affirmative defense in any judicial proceeding or arbitration brought by Landlord against Tenant on claims made under this Lease including, without limitation, the provisions of California Civil Code §§ 1941 and 1942 or their successors, and of any other law permitting Tenant to make repairs at Landlord's expense.

8.2 Landlord's Right of Entry, Landlord, its agents, contractors, employees and assigns may enter the Premises at all reasonable times upon reasonable prior written notice (or, in case of emergency, anytime without notice) under the circumstances (i) to examine the Premises; (ii) to perform any obligation, or exercise any right or remedy, of Landlord under this Lease; (iii) to make repairs, alterations, improvements or additions to the Premises, the Building or to other parts of the Shopping Center as Landlord reasonably deems necessary; (iv) to perform work necessary to comply with laws, ordinances, rules or regulations of any public authority or of any insurance underwriter; (v) to show the Premises to prospective purchasers and lenders and, during the last six (6) months of the Term, prospective tenants; and (vi) 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 access to and use of the Premises. Despite the provisions of this section, Landlord's right of entry shall never interfere with Tenant's Permitted Use of the Premises. Tenant may limit or restrict entry to the Premises consistent with Tenant's security needs based on Tenant's Permitted Use of the Premises.

8.3 Tenant's Maintenance Obligations. Tenant, at its sole cost, shall keep the Premises and all parts thereof including, without limitation, electrical conduit and cabling from the point of connection with Tenant's meter to all locations within the Premises, plumbing, gas and heating, ventilation and air-conditioning conduit and fixtures within the Premises from the point of connection to the Premises, utility meters, all fixtures, furniture and equipment including heating, ventilation and air conditioning equipment serving the Premises, the storefront, 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, ceilings, shelving, restrooms and other lavatory facilities, the loading, area, and any other areas in which Tenant conducts Tenant's Permitted Use, 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. If Tenant fails to make any repairs and replacements or otherwise fail to so maintain the Premises for thirty (30) 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 negligence or willful misconduct. Tenant shall pay to Landlord the reasonable costs incurred by Landlord in making such repairs or replacements with interest thereon at the Interest Rate from the date of commencement of the work until repaid. Tenant shall, at its sole cost, x c:\Shea Properties Rivermark - City - Lease4

repair promptly any damage to the Building or the Shopping Center caused by Tenant or its agents or employees or caused by the installation or removal of Tenant's personal property.

Landlord shall provide periodic maintenance and repair of the HVAC equipment serving the Premises and shall periodically bill Tenant for the cost of the same, which shall be Additional Rent. 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 thereover as necessary for maintenance of reasonable fire and extended coverage insurance for the Premises.

8.4 Plate Glass. Tenant shall replace, at its expense, any plate and other glass in and about the Premises damaged or broken from any cause whatever except due to the negligence or willful misconduct of Landlord, its agents or employees.

9. COMMON AREA

9.1 Definition of Common Area. "Common Area" means all areas within the exterior boundaries of the Shopping Center now or later made available for the general use of Landlord and other persons entitled to occupy Floor Area in the Shopping Center and their customers, guests and invitees, including all exterior surfaces, the roofs of all Buildings in the Shopping Center and the air space above the Premises, except as indicated herein. Without limiting this definition, Landlord may include in the Common Area those parts of the Shopping Center presently or later sold or leased to purchasers or tenants, as may be, until the commencement of construction of the building(s) thereon, when there shall be withdrawn from the Common Area those areas not provided by such Landlord or lessee for common use. Common Area shall not include (i) the entryway to a tenant's premises, (ii) any improvements installed by a tenant outside its premises, whether with or without Landlord's knowledge or consent, or 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 and are the responsibility of a tenant.

9.2 Nonexclusive License. Subject to the provisions of this Article and following the terms of any covenants, conditions, restrictions, reciprocal easement agreements and the like which now or from now on govern the use and operation of the Common Area, Landlord grants to Tenant and its customers, employees, licensees, invitees, successors and assigns a nonexclusive license in common with Landlord, its customers, employees, licensees, invitees, successors and assigns and in common with Landlord's other tenants of the Shopping Center and their customers, employees, licensees, invitees, successors and assigns, over and across the Common Area for pedestrian ingress and egress to, from and within the Common Area and for vehicular parking in and ingress and egress to, from and within the Common Area (except those parts of the Common Area on which have been constructed or placed permanent or temporary kiosks, displays, carts and stands and except areas used in the maintenance or operation of the Shopping Center). Tenant shall keep all Common Area portions of the Shopping Center free and clear of any obstructions, barricades or barriers placed or created by Tenant. x c: \Shea Properties Rivermark - City - Lease4

9.3 Maintenance and Use of Common Area. Landlord shall cause the Shopping Center (including the Building) to be maintained in a neat, clean and orderly manner and in a condition consistent with other shopping centers in the vicinity of the Shopping Center that are comparable in size, quality and age. If any tenant of any part of the Shopping Center maintains part of the Common Area, Landlord shall not have any responsibility for the maintenance of that part of the Common Area. However, Landlord agrees to use reasonable diligence to enforce any rights Landlord may possess with respect to maintenance of any part of the Common Area by any such tenants. Except to the extent otherwise provided herein, Tenant waives the right to make repairs at Landlord's expense under the provisions of any laws permitting repairs by a tenant at the expense of a landlord including, without limitation, California Civil Code § 1942 or its successor) to the extent allowed by law, Landlord and Tenant having made specific provisions in this Lease for their respective repair rights and obligations. Tenant and Tenant's employees and agents shall not solicit business in the Common Area, nor shall Tenant distribute any handbills or other advertising matter on automobiles parked in the Common Area. Landlord shall have no liability to Tenant for any noncompliance with the rules and regulations by other tenants of the Shopping Center, nor for any breach by another tenant of such tenant's lease.

9.4 Changes to Common Area. Landlord shall have the sole and exclusive control of the Common Area, and the right to make reasonable changes to the Common Area, provided such changes do not unreasonably interfere with access to or Tenant's use of the Premises.

Subject to the above, Landlord's rights include the right to (i) restrain the use of the Common Area by unauthorized persons, (i) cause Tenant to remove or restrain persons from any unauthorized use of the Common Area if they are using the Common Area because of Tenant's presence in the Shopping Center, (iii) use from time to time any part of the Common Area for promotional, entertainment and related matters, (iv) place permanent or temporary kiosks, displays, carts and stands in the Common Area and to lease same to tenants, (v) temporarily close any part 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 reason deemed sufficient in Landlord's judgment, if any such closure is done in such a manner as to minimize inconvenience to Tenant, (vi) subdivide all or parts of the Shopping Center (including the Common Area), sell or lease the lots or parcels so created and subject the Shopping Center to reciprocal easements and operating agreements with such Landlords or tenants, (vii) make any changes, additions, improvements, repairs or replacements in or to the Building (including the Premises if required to do so by any law or regulation and required or permitted to do so by this Lease) and the fixtures and equipment thereof, including, without limitation, maintenance, replacement and relocation of pipes, ducts, conduits, wires and meters, and (vili) 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, lighting, parking areas, roadways and curb cuts, and construct buildings on the Common Area. Landlord may determine the nature, size and extent of the Common Area and whether parts of the same shall be surface, underground or multiple-deck, and make changes to the Common Area from time to time which in Landlord's opinion are deemed desirable for the Shopping Center. rx c:\Shea Properties\Rivermark - City - Lease4

9.5 Parking. During the Term, Tenant's customers and invitees shall have the nonexclusive use of the parking areas of the Shopping Center. Tenant's parking rights shall be subject to the terms of this Lease and reasonable parking rules and regulations adopted by Landlord from time to time. Tenant shall not use any spaces that have been specifically assigned by Landlord to other tenants or for uses such as visitor parking or which have been designated by governmental entities with appropriate jurisdiction as restricted to certain uses. Tenant acknowledges that all parking spaces within the Property are a part of the Shopping Center Common Area and are not for the exclusive use of Tenant, its customers, licensees, invitees, successors or assigns. Rather, except as otherwise designated (including without limitation as may be designated for exclusive use by the hotel and its guests), all such parking spaces are to be used on a nonexclusive, first-come, first-served basis by all owners, landlords, tenants, occupants, licensees, invitees and permittees of the Shopping Center. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant's employees, suppliers, shippers, customers, or invitees to be loaded, unloaded, or parked in areas other than those designated by Landlord for such activities. If Tenant permits or allows any of the prohibited activities described herein, Landlord shall have the right, without notice, besides any other rights it may have, to remove or tow away the vehicle and charge the cost to Tenant. Tenant's employees shall park their cars only on the street and outside the parking in the Common Area of the Shopping Center. Tenant shall be responsible for ensuring that its employees comply with all the provisions of this section, the Rules and Regulations attached as Exhibit "D" and other parking rules and regulations as may be adopted and carried out by Landlord from time to time.

Despite the above, Landlord shall designate two (2) parking spaces near the Premises for exclusive parking of Tenant's official vehicles.

10. UTILITIES

10.1 Tenant shall be solely responsible for and shall promptly pay all charges for heat, water, gas, electricity, telephone and any other utility used, consumed or provided in, or furnished, or attributable to the Premises at the rates charged by the supplying utility companies.

Such utilities may be separately metered to the Premises. 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 Landlord's good faith determination. The rate to be charged by Landlord to Tenant shall not exceed the rate charged Landlord by any supplying utility plus any expenses incurred by Landlord in connection with billing and supplying such utility service to Tenant. 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 because 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 when 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.

10.2 Landlord shall have the right anytime during the Term to contract for service from any company or companies providing utilities ("Service Provider"). Tenant shall cooperate with rx c:\Shea Properties Rivermark - City - Lease4

Landlord and the Service Provider always and, as reasonably necessary, shall allow Landlord and Service Provider reasonable access to the Building's electric lines, feeders, risers, wiring, and any other machinery within the Premises. At the request or direction of any Service Provider or otherwise to conserve resources, Landlord shall have the right to restrict utilities supplied to the Common Area and the Premises and to require that Tenant limit its use or consumption of utilities in the Premises. Landlord shall in no way be liable or responsible for any loss, damage, or expense that Tenant may sustain or incur because of any change, failure, interference, disruption, or defect in the supply or character of utilities furnished to the Premises, or if the quantity or character of the utilities supplied by the Service Provider is no longer available or suitable for Tenant's requirements, no such change, failure, defect, unavailability, or unsuitability shall be an actual or constructive eviction, in whole or in part, or entitle Tenant to any abatement or diminution of rent, or relieve Tenant from any of its obligations under the Lease. Landlord may, but is not obligated to, provide additional services hereunder; provided, however, that if Landlord does provide such extra services, Tenant agrees to pay a ten percent (10%) administration fee for the provisions of such services.

11.. ALTERATIONS, SIGNS AND FIXTURES

11.1 Installation. Except alterations, additions, installations, substitutions or improvements (including fixtures) in or to the Premises (collectively, "Alterations") which (i) are not structural in nature, (ii) do not materially and adversely affect the mechanical, electrical or HVAC systems of the Premises or the structural integrity of the Premises, (iii) are of consistent class and quality as the initial improvements installed within the Premises, (iv) do not affect the exterior of the Premises or materially alter the visual appearance of the Premises when viewed from outside the Premises, and (V) do not exceed $25,000.00 in cost in any calendar year (individually and collectively, "Permitted Alterations"), Tenant shall not make or permit any Alterations to the Premises, without Landlord's prior written consent, which consent Landlord will not unreasonably withhold subject to Tenant's compliance with the provisions of this Article. Before the commencement of any Alterations that are not Permitted Alterations, Tenant shall give Landlord copies of all plans and specifications for such work in the manner in which the original plans and specifications for the original improvements are to be prepared and reviewed as provided in the Work Letter Agreement. As to any Permitted Alterations that require submission of plans and specifications to the City, Tenant shall give Landlord copies of all plans and specifications before commencing the Alterations. All Alterations shall become part of the improvements and shall be made in all cases subject to the conditions that Tenant covenants and agrees to observe and perform.

11.2 Removal by Tenant. All Alterations, decorations and fixtures 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 movable equipment installed by Tenant) shall remain the property of Landlord and shall not be removed from the Premises. Despite the above, upon the expiration or earlier termination of this Lease, Landlord may require Tenant to remove all the Alterations, decorations and fixtures (subject to Article 12). If, within fifteen (15) days after Landlord's request to do so upon the termination or expiration of this Lease, Tenant fails to remove such rx c:\Shea Properties Rivermark - City - Lease4

Alterations, decorations and fixtures and restore the Premises, Landlord shall have the right to do șo and Tenant shall promptly reimburse Landlord for the cost of removal and restoration.

11.3 Liens. Tenant shall not suffer or permit any liens against the Premises, or Building against Tenant's leasehold interest therein or against any other part of the Shopping Center, because of work, labor, services or materials supplied or claimed to have been supplied to Tenant, excepting therefrom Landlord's Work performed for Tenant under this Lease, or anyone holding the Premises, or any part thereof, through or under Tenant, and Tenant agrees to indemnify, protect and defend Landlord against any such liens and from any other liability, claims, damages, expenses (including reasonable attorneys' fees), judgments, proceedings and causes of action, to the extent arising out of or in any way connected with the performance of such work or the supply of such services or materials, except to the extent caused by the negligent or willful act or omission of Landlord, its tenants, subtenants, agents, contractors or employees. If any such lien shall anytime be filed against the Premises, Building or against any other part of the Shopping Center, Tenant shall promptly cause the lien to be discharged of record. However, Tenant shall have the right to contest the amount or validity, in whole or in part, of any such lien by appropriate proceedings, but shall first notify Landlord and shall promptly bond such lien in the manner authorized by Law with a responsible surety company qualified to do business in California.

11.4 Landlord may post and maintain on the Premises such notices as may be necessary to protect the Premises and Landlord from mechanics' liens, materialmen's liens or liens of a similar nature, including without limitation notices of nonresponsibility. On or before ten (10) days before the commencement of any work of improvement by Tenant upon the Premises, Tenant shall give written notice thereof to Landlord. If Tenant fails to give such notice on a timely basis, then Landlord, at its option, may require Tenant to immediately post or cause to be posted in favor of Landlord, Completion and Labor and Material bonds in an amount equal to one hundred twenty-five percent (125%) of the estimated cost of construction and issued by a financially sound bonding company licensed to do business in California. Landlord's request for the posting of the aforementioned bonds shall be in writing delivered to Tenant as provided for in the "Notice" Section of this Lease. Tenant shall bear the full cost of posting any such bonds. It Tenant fails to post the required bonds within thirty (30) days after Landlord's request that such bonds be posted, then Tenant shall be in default under this Lease. Instead of the bonds called for above, Tenant may post with Landlord, at Tenant's expense, an irrevocable bank letter of credit in amount equal to the estimated cost of construction, which letter of credit shall be to give Landlord substantially the same protection Landlord would have had if the bonds had been posted as aforesaid, and shall be in favor of Landlord and in form and content satisfactory to Landlord in its reasonable discretion.

11.5 Signs, Awnings and Canopies. Except as provided in this Section, Tenant shall not place or allow on the roof or on any exterior door, wall or window of the Premises any sign, awning or canopy, nor any advertising matter on the glass of any window or door of the Premises or within 48" of any window without Landlord's prior written consent. Despite the above, Tenant shall have the right to install on the exterior facade of the Premises, at its sole cost, such rx c:\Shea Properties|Rivermark - City - Lease4

signage as is allowed by applicable law provided such signage conforms to Landlord's sign criteria as set forth on Exhibit C attached ("Sign Criteria'"). Tenant further agrees to maintain any permitted signs, awnings, canopies, decorations, lettering or advertising matter as may be approved in good condition and repair always. Tenant's signs shall be installed and maintained by Tenant at its own expense. If Tenant fails to maintain such sign, Landlord may do so and Tenant shall reimburse Landlord for such cost plus a ten percent (10%) overhead fee. If, without Landlord's prior written consent, Tenant installs a sign that does not conform to the Sign Criteria, Landlord may have Tenant's sign iemoved and stored at Tenant's expense. The removal and storage costs shall bear interest until paid at the Interest Rate. Landlord reserves the right to revise the Sign Criteria anytime, including without limitation because of any governmental requirement or Landlord's renovation of the Premises, the Building or Shopping Center. Within ninety (90) days after Landlord's request and provided that Tenant has been in occupancy of the Premises for at least five (5) years, Tenant shall remove Tenant's existing sign, patch the fascia, and install a new sign, at Tenant's sole cost, following the Sign Criteria then in effect.

12. SURRENDER OF PREMISES
At the expiration or earlier termination of this Lease, Tenant shall surrender the Premises in a first class, clean condition following the requirements of Section 11.2 herein, reasonable wear and tear and damage by casualty excepted, and shall surrender all keys for the Premises to Landlord at the place then fixed for the payment of rent and shall inform Landlord of all combinations on locks, safes and vaults, if any, in the Premises. Tenant shall remove all of its furnishings, movable equipment and trade fixtures, and any Alterations if required by Landlord as provided in Section 11.2 hereof, before surrendering the Premises to Landlord and shall repair any damage to the Premises caused thereby. If the Premises were occupied by another tenant before the commencement of the Term, then Tenant shall, upon Landlord's written request, upon the expiration of the Term, remove all or a portion of, as designated by Landlord, interior improvements made by the prior tenant, and deliver the Premises in a condition acceptable to Landlord. Tenant shall give Landlord a written statement, obtained at Tenant's sole expense from a reputable company licensed and experienced in HVAC repair and maintenance and approved by Landlord, certifying that the HVAC equipment serving the Premises was inspected and serviced, if necessary, within the last ninety (90) days of the Term and is in good working order and condition.

13. INSURANCE AND INDEMNITY

13.1 Tenant Insurance. Throughout the Term, Tenant shall maintain at its own expense in full force and effect the following:

13.1.1 Self insurance in an amount reasonably acceptable to Landlord or a policy of commercial general liability insurance, including coverage (by endorsement if necessary) for death, bodily injury, broad form property damage, premises/operations, blanket contractual liability, independent contractors, personal injury, products/completed operations, and, if rx c:\Shea Properties Rivermark - City - Lease4

applicable, liquor liability, with respect to the Premises and the business operated by the Tenant and subtenants and concessionaires of Tenant in the Premises, with coverage of not less than $2,000,000 per occurrence.

13.1.2 Self insurance in an amount reasonably acceptable to Landlord or extended coverage property insurance, including fire and extended coverage, sprinkler leakage (including earthquake sprinkler leakage), vandalism and malicious mischief and flood damage upon property of every description and kind owned by Tenant and located in the Premises or the Building, or for which Tenant is legally liable or installed by or for Tenant including, without limitation, all initial Tenant Improvements, furniture, equipment and any other personal property, and all Permitted Alterations, in an amount not less then the full replacement cost thereof;

13.1.3 Workers' compensation insurance as required by law.

13.2 Tenant shall give Landlord reasonable evidence of Tenant's self insurance or a certificate of insurance, that provides that Landlord, and any person or entity designated in writing by Landlord, is an additional insured. Such persons or entities shall not, because of their inclusion under any such policy, incur liability for payment of any premium. If Tenant obtains insurance, 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 before Tenant's occupancy of the Premises, and after that at least ten (10) days before 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 that Landlord may carry. No policy required to be maintained by Tenant under this Section shall have a deductible in excess of $5,000.00 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 after written request therefor, and shall bear interest at the Interest Rate from the end of such ten (10) day period 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. Tenant's policies may be blanket policies as long as the minimum insurance required above is not diluted thereby.

13.3 Landlord Insurance. Landlord shall, subject to reimbursement as provided herein, maintain fire with extended coverage insurance with a vandalism and malicious mischief endorsement, rental loss insurance, or any other insurance coverages deemed necessary by Landlord or Landlord's lender (collectively "Landlord Carried Insurance") throughout the Term, which insurance 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 Shopping rx c: \Shea Properties\Rivermark - City - Lease4

Center, but other property owned by Landlord or its affiliates. The fire and extended coverage insurance shall be in an amount equal to at least ninety (90%) percent of the replacement value (exclusive of foundation and excavation costs) of the Premises, the Building and other improvements within the Shopping Center.

13.4 Indemnification. Tenant shall, to the extent permitted by law, indemnify, protect, defend and save Landlord harmless from and against any claims, demands, actions, damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees, costs of suit, and other costs of investigation and preparation, including in connection with any appeal and in enforcing this provision) in connection with loss of life, bodily injury, personal injury and/or damage to property to the extent arising from or connected with the conduct or management of the business conducted by Tenant on the Premises, or the occupancy or use by Tenant of the Premises or any part thereof, or from any breach or default by Tenant in the performance of any covenant or agreement by 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. If 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, despite any allegations of negligence or willful misconduct by Landlord, its agents or employees, 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.

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 active negligence or willful misconduct of Landlord, its agents or employees. Landlord may, at its option, require Tenant to assume Landlord's defense in any action covered by this Section through counsel satisfactory to Landlord. This Section shall survive the expiration or termination of this Lease.

13.5 Waiver of Claims; Waiver of Subrogation. Landlord and Tenant each here waive any rights of recovery against the other or against the officers, partners, employees, agents and representatives of the other, because of loss or damage of such waiving Party on, to or of its property, or the property of others under its control, or any loss of business or profits to the extent that such loss or damage is insured against (or would have been insured against) under any fire and extended coverage insurance policy, or any other insurance policy, which either Party has in force (or is required to have in force) at the time of such loss or damage. Each Party shall, upon obtaining the policies of insurance required under this Lease, give notice to its insurance carriers) that the above mutual waiver of subrogation is contained in this Lease and shall cause each such insurance policy to provide that the insurance company waives all right of recovery by way of subrogation against the other Party and its officers, partners, employees, contractors, agents and representatives in connection with any such loss or damage.

13.6 Waiver of Loss and Damage. Unless caused by the active 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, in, on or about the Premises, (i) rx c:\Shea Properties Rivermark - City - Lease4

the loss of or damage to any property of Tenant or of others by theft or otherwise, (ill) 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 whatever nature or (iv) any damage caused by other tenants or persons in the Premises, occupants of adjacent property of the Shopping Center, 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.

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

14. OFFSET STATEMENT, ATTORNMENT,

SUBORDINATION, MORTGAGEE PROTECTION CLAUSE

14.1 Offset Statement. Within twenty (20) days after Landlord's written request, in connection with any sale, assignment, hypothecation or other transfer of Landlord's interest in this Lease, the Premises, the Building or the Shopping Center, 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 Tenant's tenancy any toxic materials or hazardous waste in, on or about the Premises, that no more than one year's rent has been paid in advance, that a true and correct copy of the Lease and all amendments thereto are attached to the certificate or fenant estoppel letter, and that there are no defenses or offsets thereto, or stating those claimed by Tenant, and other items as may be reasonably requested. Failure by Tenant to execute said offset statement shall be considered a default by Tenant under this Lease.

14.2 Subordination. Tenant agrees that this Lease shall be subject and subordinate always to (i) all ground leases or underlying leases that may now exist or from now on be executed affecting the Shopping Center or any part thereof; (ii) the lien of any mortgage, deed of trust, assignment of rents and leases or other security instrument (and any advances thereunder) that may now exist or from now on be executed in any amount for which the Shopping Center or any part thereof, any ground leases or underlying leases or Landlord's interest or estate therein, is specified as security; and (iii) all modifications, renewals, supplements, consolidations and replacements thereof. In all cases, Landlord shall try to obtain and deliver to Tenant the written agreement of the mortgagees or beneficiaries named in mortgages or deeds of trust from now on executed or the assignee of any assignment of rents and leases from now on executed to recognize the interest and not disturb the possession, use and enjoyment of Tenant under this Lease in case of foreclosure or default, as long as there is not an Event of Default by Tenant under this Lease. Landlord also shall try to obtain the agreement of any lessors of ground leases or underlying leases from now on executed to recognize the interest and not disturb the possession, use and enjoyment of Tenant under this Lease in case of termination of such ground rx c:\Shea Properties\Rivermark - City - Lease4

lease or underlying lease. Subject to the above, Landlord shall have the right to subordinate this Lease, or cause this Lease to be subordinated, to any ground leases, underlying leases or liens. If any ground lease or underlying lease terminates for any reason or any mortgage, deed of trust, assignment of rents and leases or other security instrument is foreclosed or a conveyance instead of foreclosure is made for any reason, Tenant shall, despite any subordination, attorn to and become the tenant of the successor in interest to Landlord at the option of such successor in interest. However, as long as there is not an Event of Default by Tenant under this Lease, such successor in interest shall recognize the leasehold estate of Tenant and not disturb the possession, use and enjoyment and all rights of Tenant under all of the terms, covenants and conditions of the Lease for the remaining balance of the Term, with the same force and effect as if such successor in interest were the Landlord under the Lease (provided, however, that such successor in interest shall not be bound by any payment of rent or additional charges by Tenant to any prior Landlord for more than one (1) year in advance). Tenant agrees to execute and deliver, upon demand by Landlord and in the form requested by Landlord, any additional reasonable documents evidencing the priority or subordination of this Lease with respect to any such ground leases, underlying leases, mortgages, deeds of trust, assignment of rents and leases or other security instruments. Subject to the above, Tenant agrees that Tenant shall be bound by, and required to comply with, the provisions of any assignment of rents and leases with respect to the Building.

14.3 Mortgagee Protection Clause. Tenant shall give any mortgagee and/or trust deed holder, by certified return receipt requested mail, a copy of any notice of default served by Tenant on Landlord, provided that before such notice Tenant has been notified in writing (by " way of notice of assignment of lease, or otherwise) of the addresses of such mortgagee and/or trust deed holder. Tenant further agrees that if Landlord fails to cure such default within the time provided for in this Lease, then the mortgagee and/or trust deed holder 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 mortgagee and/or trust deed holder commences such cure within thirty (30) days and diligently pursues the same to completion. 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 diminish the rights or materially increase the obligations of Tenant hereunder.

15. ASSIGNMENT AND SUBLETTING

15.1 Assignment and Subletting. Tenant may not assign this Lease in whole or in part, nor sublet all or any part of the Premises, nor otherwise transfer all or any part of its interest in this Lease or the Premises, by operation of law or otherwise, without the prior written consent of Landlord, which consent Landlord may withhold in its sole discretion.

15.2 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 that shall be rx cilShea Properties Rivermark - City - Lease4

governed by Section 15.1), 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 that may be withheld in Landlord's sole and absolute discretion. Any such concession, right or security interest made by Tenant without Landlord's written consent shall be voidable at Landlord's election. If Tenant shall select or appoint some person or entity other than Tenant 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.

15.3 Sale of Premises. If Landlord sells, conveys, transfers or exchanges the Premises, the Shopping Center or the Building, Tenant agrees to recognize and attorn to the purchaser, or transferee, as the Landlord hereunder and Landlord shall be released from any liability under any of its covenants and obligations under the Lease arising out of any act, occurrence, event or circumstance arising after such sale, conveyance, transfer or exchange.

15.4 Bankruptcy Code Transfer. If this Lease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, 11 U.S.C. §§ 101, et seq. ("Bankruptcy Code"), any consideration payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Landlord, shall be and remain the exclusive property of Landlord and shall not be property of Tenant or the estate of Tenant within the meaning of the Bankruptcy Code. Any consideration constituting Landlord's property under the preceding sentence not paid or delivered to Landlord shall be held in trust for the benefit of Landlord and shall be promptly paid or delivered to Landlord. There shall be no cure period for any breach or default under this Section. This is a lease of real property in a shopping center within the meaning of Section 365(b)(3) of the Bankruptcy Code, 11 U.S.C. § 365(b)(3).

16. DESTRUCTION

16.1 - Minor Damage to Premises. Subject to the provisions of Sections 16.3 and 16.4, if anytime during the Term the Premises are destroyed or damaged and such damage is not "Substantial Damage" (as defined in Section 16.7), then Landlord shall promptly repair such damage to parts of the Building outside the exterior boundaries of the Premises, Tenant shall promptly repair the Premises and this Lease shall continue in full force and effect.

16.2 Substantial Damage to Premises. Subject to the provisions of Sections 16.3 and

16.4, if anytime during the Term the Premises are destroyed or damaged and such damage is Substantial Damage, then Landlord shall promptly repair such damage to the part of the Building outside the exterior boundaries of the Premises, Tenant shall promptly repair the Premises and this Lease shall continue in full force and effect. Despite the above, subject to the provisions of Sections 16.3 and 16.4, if anytime during the Term the Premises are destroyed or damaged and such damage is Substantial Damage and was caused by a casualty not required to be insured against under Article 13, or a casualty required to be insured against under Article 13 (despite whether such casualty results in Substantial Damage) but the insurance proceeds are for any rx c:\Shea Properties Rivermark - City - Lease4

reason (except Landlord's failure to carry insurance as required under Section 13.2) unavailable or insufficient to repair such damage in full, then Landlord may at its option either (i) promptly repair such damage to parts of the Building outside the exterior boundaries of the Premises and Tenant shall promptly repair the Premises, or (ii) relocate the Premises to another part of the.

Shopping Center, according to section 2.4, within a reasonable time.

16.3 Major Damage to Building. If more than twenty-five percent (25%) of the Building is damaged or destroyed, whether or not the Premises are damaged or destroyed, Landlord may at its option relocate the Premises to another part of the Shopping Center, according to section 2.4, within a reasonable time.

16.4 Damage Near End of Term. If the Premises are destroyed or damaged during the last twelve (12) months of the Term and the estimated cost of repair exceeds $10,000.00, Landlord or Tenant may at their respective option cancel and terminate this Lease as of the date of occurrence of such damage by giving written notice to the other Party of its election to do so within thirty (30) days after the date of occurrence of such damage. If neither Party shall so elect to terminate this Lease, the repair of such damage shall be governed by the provisions of this Article.
•16.5 Miscellaneous. Tenant shall have no claim against Landlord for any damage suffered by Tenant because of any such damage, destruction, repair or restoration, except to the extent caused by the negligence or willful misconduct of Landlord or its employees, agents or contractors. Upon substantial completion of such repair or restoration, Tenant shall promptly resume Tenant's Permitted Use in the Premises.

16.6 Despite anything to the contrary in this Article, if the Premises are destroyed or damaged and Landlord's architect estimates that the time to repair the Premises is more than eighteen (18) months from the date of occurrence of such damage, Tenant may cancel and terminațe this Lease by giving Landlord written notice of its election to do so within fifteen (15) days after Tenant's receipt of such estimated repair time from Landlord's architect, in which case this Lease shall terminate as of the date of such notice.

16.7 Substantial Damage Definition. "Substantial Damage" to the Premises means damage to the Building and/or the Premises the estimated cost of repair of which is more than one-fifth (1/5) of the then estimated replacement cost of the Building and/or the Premises, as may be, and the damage is so extensive that it cannot, in the reasonable opinion of Landlord's architect, be repaired within twelve (12) months from the date of such damage.

16.8 Proceeds. All proceeds from the insurance required to be kept under Section 13.2 shall be delivered to and be the property of Landlord and the proceeds of all property insurance covering Tenant's leasehold improvements that would be the property of Landlord upon termination of the Lease shall also be paid to Landlord. Unless Landlord elects to terminate this Lease pursuant to this Article, Landlord shall apply its insurance proceeds toward reconstruction of the Building and Premises. Tenant shall be entitled to retain the proceeds of its insurance rx c:\Shea Properties\Rivermark - City - Lease4

carried pursuant to Section 13.1 covering its trade fixtures, merchandise, signs and other personal property that it would be entitled to remove upon the expiration of the Lease.

16.9 Waiver of Termination. Tenant waives any statutory rights it may have to terminate the Lease in case of the partial or total destruction of the Premises, Building or Shopping Center, including, without limitation, California Civil Code §§ 1932(2)and 1933(4) or any successor statutes, it being agreed that the provisions of this Article shall control in case of any damage or destruction.

17. EMINENT DOMAIN

17.1 Total Condemnation of Premises. If the whole of the Premises are acquired for any public or quasi-public use or purpose or taken by eminent domain, then this Lease shall terminate as of the date possession or title is given to such condemning authority in such proceeding. In such case, Landlord shall relocate the Premises to another part of the Shopping Center, according to section 2.4, within a reasonable time if suitable Premises are then available in the Shopping Center.

17.2 Total Condemnation of Parking Area. If the entire part of the Common Area used for parking by Tenant, its customers, employees and invitees in the Shopping Center ("Parking Area") is acquired for any public or quasi-public use or purpose or taken by eminent domain, this Lease shall terminate as of the date possession or title is given to such condemning authority in such proceeding unless Landlord provides other parking facilities substantially equal to the previously existing ratio between the Parking Area and the Premises within ninety (90) days after the date of such taking. If Landlord provides other parking facilities, this Lease shall continue in full force and effect. Otherwise, Landlord shall relocate the Premises to another part of the Shopping Center, according to section 2.4, within a reasonable time if suitable Premises are then available in the Shopping Center.

17.3 Partial Condemnation of Premises. If any part of the Premises is acquired or taken by eminent domain for any public or quasi-public use or purpose, and if such partial taking or condemnation renders the Premises unsuitable for the operation of Tenant's Permitted Use, this Lease shall cease and terminate as of the date possession or title is given to such condemning authority in such proceeding. In case of a partial taking or condemnation that is not extensive enough to render the Premises unsuitable for the operation of Tenant's Permitted Use, Landlord shall promptly restore the Premises to a condition comparable to its condition at the time of such condemnation minus the part. lost in the taking (provided that the proceeds of the condemnation award paid to Landlord equal or exceed such restoration cost), and this Lease shall continue in full force.

17.4 Partial Condemnation of Parking Area. If any part of the Parking Area is acquired or taken by eminent domain for any public or quasi-public use or purpose and if, because of such partial taking, the ratio of square feet of Parking Area to square feet of the Floor Area of the entire Shopping Center is reduced to a ratio below two to one, this Lease shall cease •x c:IShca Properties Rivermark - City - Lease4

and terminate from the date possession or title is given to such condemning authority in such proceeding, unless Landlord within ninety (90) days after the date of such taking provides reasonable evidence of its ability to increase the parking ratio to a ratio equal to or greater than two to one or Landlord provides substitute parking either in or outside the Shopping Center, in which case this Lease shall be unaffected and remain in full force and effect.

17.5 Allocation of Award. In case of any condemnation or taking as herein provided, whether whole or partial, Tenant shall not be entitled to any part of the award, as damages or otherwise, and Landlord shall receive the full award. Tenant waives any right or claim to any part thereof, including the right or claim for the value of the unexpired part of the Term or diminution in value of Tenant's leasehold interest, or for the value of any option to extend the Term or renew this Lease. Tenant shall, however, have the right, provided such award does not diminish Landlord's award, to claim and recover from the condemning authority, but not from Landlord, any compensation as may be separately awarded or recovered by Tenant in Tenant's own right because of any damage to Tenant's business because of the condemnation and for any costs that Tenant might incur in removing Tenant's merchandise, furniture, fixtures and equipment from the Premises. Tenant waives any rights it might otherwise have pursuant to California Code of Civil Procedure § 1265.130 or any successor statute to terminate this Lease because of any condemnation action or proceeding in lieu thereof.

18. DEFAULT

18.1 Events of Default. The occurrence of any one (1) or more of the following shall be an "Event of Default" under this Lease by Tenant:

18.1.1 If Tenant, after opening at the Premises for Tenant's Permitted Use ceases to operate except as permitted under Article 16 or Article 17 or because of permitted remodeling or alteration of the Premises in conjunction with Tenant's permitted impending subletting of the Premises or assignment of its interest in this Lease; or

18.1.2 If Tenant fails to pay any installment of Minimum Rent, Additional Rent or any other sum due Landlord under this Lease when due and such failure continues for five (5) days after written notice from Landlord to Tenant; or

18.1.3 If Tenant fails to perform or observe any other covenant, condition or agreement to be performed by Tenant under this Lease or if Tenant fails to comply with any of the Rules and Regulations, and such failure continues for thirty (30) days after written notice from Landlord to Tenant specifying the nature of such breach (or such longer period as may be reasonably necessary to cure such default if Tenant diligently commences and after that diligently pursues the cure thereof to completion). For Tenant to avail itself of this cure period of more than thirty (30) days, Tenant must provide Landlord, within the thirty (30) day period, with a written plan to cure the breach, acceptable to Landlord, and then diligently commence and continue performance of such cure to completion according to the written plan; or ix c: Shea Properties\Rivermark - City - Lease4

18.1.4. (i) the appointment of a receiver to take possession of all or substantially all of the assets of Tenant or the Premises, (ii) an assignment by Tenant for the benefit of creditors, (iii) the attachment, execution or other judicial seizure of all or substantially all of Tenant's assets or the Premises, if such attachment or other seizure remains un dismissed or undischarged for ten (10) business days after the levy thereof, (iv) the admission by Tenant in writing of its inability to pay its debts as they become due, (v) the filing by Tenant of any answer admitting or failing timely to contest a material allegation in any proceeding filed against Tenant seeking reorganization, arrangement, composition, readjustment, liquidation or dissolution of Tenant or similar relief or the filing or commencement of any proceeding by Tenant seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, (vi) the issuance of an order by a court of competent jurisdiction that Tenant be dissolved and/or that substantially all of the assets of Tenant be sold or assigned or (vii) the failure of Tenant to provide prompt written notice to Landlord of any of the above.

18.2 Remedies. In case of an Event of Default by Tenant, Landlord, without further notice to Tenant, shall have all rights and remedies available under law or which are set forth in this Lease including, without limitation, any of the following, at Landlord's election:

18.2.1 The rights and remedies provided by California Civil Code § 1951.2, including without limitation the right to terminate Tenant's right to possession of the Premises and to recover (i) "the worth at the time of award" (as defined in this Section) of the unpaid rent and other sums which shall have been earned at the time of termination; plus (ii) the worth at the time of award of the amount by which the unpaid rent and other sums which would have been earned after termination until the time of award exceeds the amount of loss of such rent and other sums that Tenant proves could have been reasonably avoided; plus (iii) the worth at the time of award of the amount by which the unpaid rent and other sums for the balance of the Term after the time of award exceeds the amount of loss of such rent and other sums that Tenant proves could be reasonably avoided; plus (iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom (including without limitation attorneys' and accountants' fees, costs of alterations of the Premises, interest costs and brokers' fees incurred upon any reletting of the Premises). The "worth at the time of award" of the amounts referred to in subparagraphs (i) and (ii) above shall be computed with interest at the lesser of the maximum rate then allowed by law or a rate which is five percent (5%) per annum plus the rate from time to time established by the Federal Reserve Bank of San Francisco on advances to member banks under § 13 and 13(a) of the Federal Reserve Act as now in effect or from now on from time to time amended; the "worth at the time of award" of the amount referred to in subparagraph (iii) above shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%); and "rent and other sums" with respect to each month shall be calculated by adding (i) the Minimum Rent payable at the time of default, plus (ii) the monthly average of the Additional Rent and all other sums payable by Tenant for the year immediately before the year in which the default occurred, or, if the Event of Default occurs in the first year of the Lease, Ix c:\Shea Properties Rivermark - City - Lease4

Landlord's estimate of additional sums that would have been payable monthly by Tenant during such year.

18.2.2 The rights and remedies provided by California Civil Code § 1951.4. Acts of maintenance or preservation, efforts to relet the Premises or the appointment of a receiver upon Landlord's initiative to protect its interest under this Lease shall not of themselves be a termination of Tenant's right to possession;

18.2.3 The right to terminate this Lease by giving notice to Tenant according to this Lease or applicable law;

18.2.4 The right to enter the Premises and remove therefrom all persons and property, to store such property in a public warehouse or elsewhere at the cost and for the account of Tenant and to sell such property and apply the proceeds therefrom pursuant to applicable California law and subject to the prior rights of third party owners with respect to consigned property or secured creditors having a claim prior in right. In such case Landlord may sublet the Premises or any part thereof for such term (which may extend beyond the Term) and at such rent and on other terms as Landlord in its sole discretion may deem advisable, with the right to make alterations and repairs to the Premises. Upon each subletting, rent received from such subletting shall be applied by Landlord, first, to payment of any indebtedness other than Minimum Rent, Additional Rent and all other sums owed by Tenant to Landlord; second, to payment of any costs of such subletting (including without limitation attorneys' and accountants' fees, costs of alterations of the Premises, interest costs and brokers' fees) and of any alterations and repairs; third, to payment of Minimum Rent, Additional Rent and all other sums due and unpaid hereunder; and the residue, if any, shall be held by Landlord and applied in payment of future rent and other sums as they become due hereunder. If any rent or other charges due under such sublease shall not be promptly paid to Landlord by the sublessee(s), or if such rent received from subletting during any month are less than Minimum Rent, Additional Rent, and all other sums payable during such month by Tenant hereunder, Tenant shall pay any such deficiency to Landlord, and any unpaid indebtedness other than Minimum Rent, Additional Rent, and all other • sums due hereunder from Tenant to Landlord and the costs of such subletting (including without limitation attorneys' and accountants' fees, costs of alterations of the Premises, interest costs and brokers' fees) and any other amounts due Landlord under this Section. Any deficiency shall be calculated and paid monthly. No taking possession of the Premises by Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of such intention is given to Tenant. Landlord's subletting the Premises without termination shall not be a waiver of Landlord's right to elect to terminate this Lease for a previous breach;

18.2.5 The right to have a receiver appointed for Tenant, upon application by Landlord, to take possession of the Premises, to apply any rent collected from the Premises and to exercise all other rights and remedies granted to Landlord in this Lease; and

18.2.6 The right to specific performance of any of Tenant's obligations hereunder.
x c:\Shea Properties \Rivermark - City - Lease4

18.3 Remedies Cumulative. The exercise of any remedy provided by Law or the provisions of this Lease shall not exclude any other remedies, except to the extent they are expressly excluded by this Lease. Any notice of default given or required to be given by Landlord to Tenant hereunder may be combined with, serve as or include any statutory notice required in connection with the exercise by Landlord of any of its remedies.

18.4 Waiver of Rights of Redemption. Tenant waives any rights of relief or redemption granted by California Code of Civil Procedure §§ 1174 and 1179 or any successor statutes.

18.5 Landlord's Default. Landlord shall not be in default in the performance of any obligation under this Lease unless it has failed to perform such obligation within thirty (30) days after receipt of written notice from Tenant to Landlord specifying such failure. However, if the nature of Landlord's default is such that more than thirty (30) days are reasonably required for its cure, then Landlord shall not be in default if it commences such cure within the thirty (30) day period and after that diligently prosecutes such cure to completion. Tenant waives any right to. recover consequential, exemplary or punitive damages because of a default by Landlord under this Lease.

18.6 Limitation on Liability. In case of default by Landlord hereunder, there shall be 'no personal liability of any person, firm or entity who or which constitutes or comprises Landlord. Tenant shall look solely to the interest of Landlord in the Shopping Center and any proceeds of insurance payable to Landlord with respect to the Shopping Center for the satisfaction of any remedy of Tenant therefor. Neither Landlord nor any of its partners, members, officers, shareholders, employees, or agents shall be personally liable for any such default or for any deficiency.

19. HOLDING OVER, SUCCESSORS

19.1 Holding Over. Any holding over by Tenant after the expiration of the Term, with the consent of Landlord, express or implied, shall, without a written agreement providing otherwise, be construed to be a tenancy from month to month at a Minimum Rent equal to 125% of the Minimum Rent in effect upon the expiration of the Term and shall otherwise be on the terms and conditions of this Lease. Any holding over without Landlord's consent is an Event of Default by Tenant and entitles Landlord to exercise any of its remedies provided in this Lease or at law despite that Landlord may elect to accept one or more payments of Minimum Rent, Additional Rent or any other sum from Tenant. In case of any holding over without Landlord's consent, Tenant shall indemnify, defend and hold harmless Landlord from and against all claims for damages by any other tenant to which Landlord may have leased all or part of the Premises commencing upon or after the expiration of the Term.

19.2 Successors. All rights and obligations under this Lease shall extend to and bind the heirs, executors, administrators, successors, and assigns of Landlord and Tenant. If there rx c:\Shea Properties\Rivermark - City - Lease4

shall be more than one party comprising Tenant, they shall all be bound jointly and severally by this Lease. No rights, however, shall inure to the benefit of any assignee, subtenant or licensee of Tenant unless approved by Landlord in writing as provided in this Lease.

20. QUIET ENJOYMENT
Upon timely payment by the Tenant of the Minimum Rent, Additional Rent and all other sums due Landlord under this Lease, and 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 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 Landlord, subject always to this Lease.

21. MISCELLANEOUS

21.1 Waiver. The waiver by either Party of any breach of any term, covenant or condition of this Lease shall not be deemed to be a waiver of any other term, covenant or condition of this Lease or of any subsequent breach of the same term, covenant or condition.

The subsequent acceptance of Rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, other than the failure of Tenant to pay the particular Rent so accepted, despite Landlord's knowledge of such preceding breach at the time of acceptance of such rent. No covenant, term or condition of this Lease shall be deemed to have been waived by either Party, unless such waiver is in writing by the waiving Party.

21.2 Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount than the rent herein stipulated shall be deemed to be other than a partial payment of the rent herein stipulated, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such rent or pursue any other remedy provided in this Lease.

21.3 . Entire Agreement. This Lease and the Exhibits and Addenda, if any, attached are an integrated document and set forth all the representations, warranties, covenants, promises, agreements, conditions and understandings between Landlord and Tenant concerning the Premises. There are no representations, warranties, covenants, promises, agreements, conditions or understandings, either oral or written, between Landlord and other than herein set forth. No subsequent alteration, amendment, change or addition to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed by both Parties.

21.4 No Partnership. Landlord does not in any way or for any purpose become a partner of Tenant in the conduct of its business, or otherwise, or joint venturer or a member of a joint enterprise with Tenant because of this Lease.
rx c:\Shea Properties Rivermark - City - Lease4

21.5 Force Majeure. If the performance of this Lease, or of any obligation hereunder, is prevented, restricted, or interfered with because of labor disputes, government ordinances or requirements, acts of nature, acts or omissions of carriers, inability to obtain necessary materials or services from suppliers, or other causes beyond the reasonable control of the Party whose performance is affected (excluding financial condition, the intentional or negligent act or omission, or default or breach of this Lease by the Party seeking excuse from performance) ("Force Majeure"), then the Party affected, upon giving prompt written notice to the other Party, as described below, shall be excused from such performance on a day-for-day basis to the extent of such prevention, restriction, or interference (and the other Party will likewise be excused from performance of its obligation on a day-for-day basis to the extent such Party's obligations relate to the performance so prevented, restricted, or interfered with), provided that the Party so affected shall use reasonable efforts to avoid or remove such causes of nonperformance. A condition shall be deemed to be beyond the reasonable control of a Party when such condition would affect any person similarly situated (such as a power outage or labor strike) but shall not be deemed to be beyond the reasonable control of such Party when peculiar to such Party (such as financial inability or failure to order long lead time materials or goods sufficiently in advance). In case of the occurrence of Force Majeure, the Party affected shall promptly give written notice of the existence of such event to the other Party and explain in reasonable detail the nature of the Force Majeure event, the obligations affected by the Force Majeure event, how such Force Majeure event has impaired the performance of such obligations, and suggested alternate or mitigating causes of action to offset the impact of the delay. The provisions of this Section shall not apply to nor operate to excuse Tenant from the payment of Minimum Rent, Additional Rent or any other payments as set forth in this Lease.

21.6 Notices. All notices hereunder must be served personally or by certified or registered mail, postage prepaid or by other recognized method of overnight delivery requiring signature by the recipient, addressed to Tenant at the address specified in Section 1.9 and to Landlord at the address specified in Section 1.10, or at 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 48 hours after deposit in the mails.

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

21.8 Tenant Defined, Use of Pronoun. The word "Tenant" means jointly and severally every person or party mentioned as a tenant herein. If there shall be more than one Tenant or more than one party comprising Tenant, any notice required or permitted by the terms of this Lease may be given by or to any one thereof, and shall have the same force and effect as if given by or to all thereof. The use of the neuter singular pronoun to refer to Landlord or Tenant shall be deemed a proper reference although Landlord or Tenant may be an individual or entity or a group of two or more individuals or entities. The necessary grammatical changes required to rx c:\Shea Properties\Rivermark - City - Lease4

make the provisions of this Lease apply in the plural sense where there is more than one Landlord or Tenant and to either corporations, limited liability companies, associations, partnerships, or individuals, males or females, shall in all instances be assumed as though in each case fully expressed.

21.9 Partial Invalidity. Any part of this Lease prohibited by, unlawful or unenforceable under any applicable law of any jurisdiction shall as to such jurisdiction be ineffective without affecting any other provisions of this Lease. If the provisions of such applicable law may be waived, they are here waived to the end that this Lease may be deemed to be a valid and binding agreement enforceable following its terms. If any provisions or portion of this Lease are prohibited by, unlawful or unenforceable under any applicable law and are therefore stricken or deemed waived, the remainder of this Lease shall be interpreted to achieve the goals or intent of the stricken or waived provisions or portions of this Lease to the extent such interpretation is consistent with applicable law.

21.10 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 Tenant.

21.11 Recording. Tenant shall not record this Lease or a memorandum thereof without the written consent of Landlord.

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

21.13 Governing Law; Consent to Jurisdiction and Venue. Despite where or in what sequence this Lease is executed, it shall be deemed to be made and entered into in California and the validity, construction and performance of this Lease shall be governed by and interpreted according to California law. Each Party expressly consents to the personal jurisdiction of either the California courts or the United States District Courts in California. Any actions to enforce any judgment or writ of attachment shall be prosecuted through the courts of the state in which the assets subject to such enforcement action are located.

21.14 Survival. All of Tenant's covenants and obligations contained in this Lease shall survive the expiration or earlier termination of this Lease. No provision of this Lease providing for termination in certain events shall be construed as a limitation or restriction on Landlord's rights and remedies at law or in equity available upon an Event of Default by Tenant under this Lease.

21.15 Counterparts. This Lease may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Lease shall not be effective until the execution and delivery between each of Tx c:\Shea Properties\Rivermark - City - Lease4

the Parties of at least one set of counterparts. The Parties authorize each other to detach and combine original signature pages and consolidate them into a single identical original. Any one of such completely executed counterparts shall be sufficient proof of this Lease.

21.16 Time of the Essence. Time is of the essence of each provision of this Lease with respect to which time of performance is a factor.

21.17 Nondiscrimination. Tenant agrees that there shall be no discrimination against, of, any person, group of persons, or entity because of race, color, creed, religion, age, sex, sexual orientation, marital status, national origin, or ancestry in the leasing, subleasing, transferring, assignment, occupancy, tenure, use or enjoyment of the Premises, or any part thereof.

21.18 Lease Addenda and Exhibits. This Lease contains the following Exhibits attached and incorporated by this reference:

This Lease contains the following Exhibits:

Exhibit "A-1" Site Plan
Exhibit "A-2" Floor Plan of Premises
Exhibit "B". - Work Letter Agreement
Exhibit "C" - Sign Criteria
Exhibit "D" - Rules and Regulations •
Exhibit "E" Exclusive Uses
Exhibit "F" - Term Commencement Certificate
rx c:Shea Properties Rivermark - City - Lease4

Dated: - January 2003 RIVERMARK VILLAGE LLC, a California limited liability company
By: SHEA RIVERMARK VILLAGE LLC, a
California limited liability company
By: J. F. SHEA CO., INC., a Nevada corporation,
its Manager
By:

Name:
latie:

Dated: 4JHJanuary 2003 THE CITY OF SANTA CLARA, a chartered municipal corporation
By enmier Ararauno
Its: JENN I FAR SPARACINO

CITY MANAGER
By:

Its:

Attest:

ATTEST: APPROVED AS TO FORM:

M. Ban
GARY M. BAUN
issistant City Attorne
IX c:\Shea Properties\Rivermark - City - Lease4

RIVERMARK PLAŻA
R1/Cl

MORELAND -WAY
шино
RIVERMARK- miminifi

PARKING

STRUCTURE
PLAZA-
+ 1 ₴
FUTUR
R4
150 ROgIS L:

TETIr
_MONTAGUE EXPRESSWAY IIL IPROVEN HOTEL PARCEL NOT PART OF SHOPPING CENTER

NOT TO SCUE
SITE PLAN SGPA ARCHITECTURE *PLANNING
HEA S. D1.00
RIVERMARK @ SANTA CLARA
)PERTIES
601 MONTAGUE EXPRESSWAY Du 111340 D•D

IRE CALIFORNA

SANTA CLARA, CALIFORNIA
Exhibit A-2
®
25455
714

BULDING CURI FLOOR PLAN
not for construction

EXHIBIT B

WORK LETTER AGREEMENT
This WORK LETTER AGREEMENT ('Work Letter Agreement") is part of the Lease to . which it is attached.

RECITALS
A. Concurrent with the execution of this Work Letter Agreement, Landlord and Tenant have entered into a lease ("Lease") covering certain premises ("Premises") described in Exhibit "A-2" attached to the Lease. All terms not defined herein have the same meaning as set forth in the Lease. To the extent applicable, the provisions of the Lease are incorporated here by this reference.

B. To induce Landlord and Tenant to enter into the Lease and in consideration of the mutual covenants after this contained, Landlord and Tenant agree as follows:

AGREEMENT

1. Landlord shall deliver a floor plan of the Premises to Tenant showing the columns and other structural work.

2. Within ten (10) days after delivery of the floor plan, Tenant, at its expense, shall submit to Landlord for its approval (i) two (2) sets of fully dimensioned scale drawings, prepared by a licensed architect or building designer, which drawings shall show the specific requirements of Tenant's space, clearly outlining the facility in such detail as Landlord may require, including types of materials and colors, interior partitions, reflected ceiling plan, roof plan, if applicable, plumbing fixtures, and electrical plans prepared by a licensed electrical engineer setting forth all electric requirements of Tenant, all in conformity with the description of Landlord's Work and description of Tenant's work herein, (ii) Tenant's decor plan showing improvements, fixtures, signage and other details of Tenant's Work in an "upscale format" consistent with first-class shopping centers in Northern California, (iii) an itemized statement of estimated construction costs, including architectural, engineering, contractors' fees, permits and other fees, all of which shall total not more than $250,000.00, (iv) other particulars regarding Tenant's requirements for . the work including Tenant's objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and any other site requirements. The above described documents are called "Tenant's Plans & Specs." Landlord will not check Tenant Plans & Specs for building code compliance. Approval of Tenant's Plans & Specs by Landlord is not a representation that they comply with the requirements of governing authorities, and it shall be Tenant's responsibility to meet and comply with all federal, state, and local code requirements.. Approval of Tenant's Plans & Specs does rx c:\Shea Properties\Rivermark - City - Lease4

not constitute assumption of responsibility by Landlord or its architect for their accuracy, sufficiency or efficiency, and Tenant shall be totally responsible for such matters.

3. Landlord shall have ten (10) days from receipt of Tenant's Plans & Specs to approve or disapprove them. If Landlord disapproves the same, Tenant shall, within five (5) days after receipt of Landlord's notice of disapproval, revise and resubmit Tenant's Plans & Specs to Landlord, correcting or altering the disapproved items.

4. Landlord shall arrange for and coordinate construction of the improvements shown in Tenant's Plans & Specs and deliver possession of the Premises to Tenant according to Tenant's Plans & Specs, subject to minor "punch list" items. In carrying out its responsibilities under this section, Landlord shall perform all activities necessary or desirable to complete construction of the improvements shown in Tenant's Plans & Specs. Construction shall be Specs, shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the work, review construction means, methods, techniques or sequences of the work, inspect for latent or patent deficiencies or defects in the work or failure of the contractor or subcontractors to carry out the work according to Tenant's Plans & Specs. Tenant shall perform or provide for regular and appropriate inspections of the work in progress to assure compliance by the contractor and subcontractors with Tenant's Plans & Specs. Landlord provides no warranty, either express or implied, and here expressly disclaims any warranty, concerning the construction of the work, its fitness for any particular purpose or Tenant's Permitted Use and the performance of all services by the contractor and subcontractors.

Landlord will assign to Tenant any warranties from the contractor and subcontractors and any rights of action or claims against the contractor or subcontractors.

5. Tenant Delays. For purposes of the Lease and this Work Letter Agreement, "Tenant Delays" means any delay in the completion of Landlord's Work resulting from any of the following: (a) Tenant's failure to timely perform any of its obligations pursuant to this Work Letter Agreement, including failure to timely render decisions pertaining to interpretation and modification of Tenant's Plans & Specs, (b) Tenant's failure or delay in preparing, submitting, revising or approving plans, (c) Tenant's request for changes to plans or work after the plans have been approved by Landlord or such work has been initiated, (d) any other act or failure to act by Tenant, its employees, agents, contractors or consultants or (e) labor shortages, stoppages or actions or acts of nature not within Landlord's reasonable control.

6. Tenant shall reimburse Landlord a maximum of $250,000.00 for the actual costs for Landlord's construction of the improvements shown in Tenant's Plans & Specs (excluding any furniture, fixtures and equipment). Tenant shall reimburse Landlord though a maximum of four (4) progress payments for work completed. Landlord shall submit each progress payment request to Tenant on an Application and Certificate for Payment (AIA Document G702/G703) signed and submitted by the contractor and certified by the architect and Landlord. The final rx c:\Shea Properties Rivermark - City - Lease4

progress payment (the last ten percent) shall be paid by Tenant when Landlord's architect or designated agent certifies that the work to complete Tenant's Plans & Specs has been completed in a workmanlike manner and according to Tenant's Plans & Specs and Landlord can deliver to Tenant a Certificate of Occupancy or the equivalent. Tenant shall make the progress payments within twenty (20) days after receiving Landlord's request for the same as above.

CONSTRUCTION REPRESENTATIVES. Landlord here appoints the following person(s) as Landlord's representative ("Landlord's Representative") to act for Landlord in all matters covered by this Work Letter Agreement: Cindy Johnson. Tenant here appoints the following person(s) as Tenant's representative ("Tenant's Representative") to act for Tenant in all matters covered by this Work Letter Agreement: _ All communications with respect to the matters covered by this Work Letter Agreement are to made to Landlord's Representative or Tenant's Representative, as may be, in writing according to the notice provisions of the Lease.

Either Party may change its representative under this Work Letter Agreement anytime by written notice to the other Party according to the notice provisions of the Lease. rx c:Shea Properties Rivermark - City - Lease4

EXHIBIT B-1

LANDLORD'S WORK
Landlord shall cause to be constructed the following improvements to the Premises:

1. At Landlord's expense, according to plans and specifications prepared by Landlord's architect:
a. Basic shell consisting of the foundation, unpainted masonry, stud perimeter and stud demising walls, unfinished concrete floor slab, roof, sprinkler system (for a standard retail use with final drops and finish heads provided as part of Tenant's Work) and storefront.
b. Electrical service: 200 amp, 120/208 volt, 3-phase, 4-wire electrical service in a standard panel box with a meter socket.
c. Plumbing service consisting of a 1 inch diameter water supply line and 3 inch sewer line with a 3 inch lateral to the Premises and a gas line. d. Exterior sign outlet.
e. Storefront per Landlord's design, with one (1) 3'-0" × 7'-0" door with lock. f. Landlord shall provide one (1) 7.5 ton HVAC unit, that shall be set in place, including electrical and plumbing connections, with main supply and return ducts at least ten (10) feet long stubbed through the roof and ready for Tenant distribution. All distribution and other work shall be by Tenant as Tenant's Work.

At Tenant's expense, to be reimbursed according to section 6 in Exhibit B, above:
a. All work to complete construction according to Tenant's Plans & Specs. ix c:Shea Properties Rivermark - City - Lease4

TABLE OF CONTENTS
September 2001

1.0 Purpose

2.0 Definitions

3.0 Signage Review, Approvals, Permits and Installation

3.1 Landlord Approval

3.2 City of Santa Clara Approval

3.3 Permits

3.4 Installation

4.0 General Construction Specifications

5.0 General Project Signage Guidelines - All Tenants

5.1 Permanent Window Signs

5.2 Miscellaneous Tenant Identification Signage

5.3 Prohibited Signage

5.4 Address Signage

5.5 Miscellaneous Signage

5.6 Wall / Fascia Signage

5.7 Conditions of Lease

6.0 Tenant Signage Matrix - All Tenants
Exhibit S-1 Tenant Wall/Fascia Matrix
Exhibit S-2 Building Elevations
Exhibit S-3 Site Plan (reference only)

1.0 Purpose
The purpose of the signage program is to ensure that the integrity of the signage for Rivermark Village is presented with diversity and creativity while maintaining standards that achieve consistency throughout the project.

These Guidelines are established for Tenants at Rivermark Village to provide a coordinated graphic system that communicates information in a distinctive and desthetically pleasing manner. The visual consistency created by the criteria minimizes confusion and promotes an image of quality, which unites all of the individual establishments.

The Guidelines establish minimum standards that are reasonable and equitable while providing sufficient flexibility to accommodate the Tenant's need to be recognizable and marketable, to reflect each retail chain Tenant's graphic prototypes, and to encourage tasteful innovation.

It is the responsibility of each Tenant to submit design drawings of the proposed signage to the Landlord and to the City of Santa Clara for approval prior to the installation of any signage. The use of professional environmental graphic designers and professional signage companies to determine design detalling and sign placement is highly encouraged. Deviations from these Guidelines. will only be considered if the overall purpose is to exceed the quality standards set forth herein. The Guidelines and requirements for the submittal process is detailed in Section 3.0, Signage Review, Approyals, Permits and Installation.

2.0 Definitions
Blade Signage Signage suspended from a building/canopy soffit or cantilevered from a building/canopy wall/fascia..

Building Elevation Vertical exterior wall surface of a building.

End-Cap Tenant Tenants designated as 'End-Cap' Tenants are located at the end or corner tenant space of a series of in-line tenants. Architectural features and corner entries help to designate an End Cap tenant.

Vertical wall surface of a canopy.

Fascia
Graphic Logo The symbol image of a company; may. or may not include words or letters.

Tenants designated as 'In-Line' tenants are located as
In-Line Tenant
part of a series of consecutive or attached tenant
spaces separated by shared tenant demising walls.

Landlord Owner/Developer of the buildings.

Major Retail Tenant Single use Retail Tenant with a tenant space square footage of at least 15,000 sf in a building.

Monument Sign Freestanding sign or perimeter site wall sign which contains signage identifying Tenants within the.

Rivermark Village.

A free-standing building within the overall
Retail Pad
development.

Signage displayed for a designated period of time,
Temporary Signs:
not permanently attached to buildings or tenant
storefront/display glazing.

A business entity leasing or owning a business within
Tenant
the Rivermark Village project site.

3.0 Signage Review, Approvals, Permits & Installation
* All signage shall be reviewed for conformance with these Guidelines and overall design quality. Approval or disapproval of signage submittals shall remain the right of the Landiord and the City of Santa Clara. Tenant's shall be responsible for verifying all requirements with the City.

3.1 Landlord Approval …
* Tenants shall submit for approval one (1) reproducible copy and three (3) additional copies of detailed signage drawings indicating the location, size, copy layout, materials, colors, illumination and method of attachment. At least one (1) drawing of the signage must be in color. Provide material and color samples if requested by the Landlord. All materials and colors are subject to approval in the field by the Landlord. The plans must include the building elevation, the location of signage on the building, a site plan indicating the location of the Tenant within the project, and construction specifications and details of the proposed signage.
* If the plans submitted to the Landlord are not acceptable or require revisions, they must be resubmitted unless they are approved 'with conditions.'
* After plans are approved by the Landlord, one (1) set of the approved submittal shall be retained by the Landlord, one (1) set of the approved submittal shall be returned to the Tenant, and one (1) set of the approved submittal shall be submitted to the City of Santa Clara by the Tenant.

3.2 City of Santa Clara Approval
* Four (4) sets of plans, including the stamped and approved set from the Landlord, are to be submitted to the City of Santa Clara Building Department. All mounting details for signage must be submitted to this department. All electrically illuminated signage shall require an electrical permit. At least one (1) drawing of the signage must be in color. Provide material and color samples if requested by the City. All materials and colors are subject to approval in the field by the City of Santa Clara. The plans must include the building elevation, the location of signage on the building, a site plan indicating the location of the Tenant within the project, and construction specifications and details of the proposed signage.

3.3 Permits
* All permits for signage and installation required by the City of Santa Clara shall be obtained by the Tenant at Tenant's expense prior to installation.

Tenant shall be responsible for verification of all required submittals.

3.4 Installation
* All signage shall be constructed and installed at Tenant's expense. ". Tenants shall be responsible for the installation and maintenance of their signage.
* The Tenant's Signage Contractor shall be licensed by the state of California, and shall carry workman's compensation and public liability insurance against all damage suffered or done to any and all persons and/or property while engaged in the construction or erection of signage. * Tenant's Signage Contractor shall repair any damage caused by his work.

Damage to structure that is not repaired by the Contractor shall become the Tenant's responsibility to correct.
* Signage not installed and operable in accordance with previously approved plans shall be corrected by the Tenant upon request of the Landlord. If not corrected within 30 days, signage may be corrected by the Landlord at the Tenant's expense.

4.0 General Construction Specifications
Signage must be constructed and installed to meet or exceed all applicable codes and City requirements.

Not withstanding the following signage Guidelines, Tenants may utilize standard corporate Logos and/or prototypical signage Graphics, subject to the approval of the Landlord and the City of Santa Clara. * All electrical signage shall bear the Underwriters Laboratories. (UL) label of approyal.
* All exterior signage shall be secured by concealed fasteners or, if exposed, fasteners of stainless steel, nickel or cadmium plated. All raceways, transformers, electrode boxes, switches, wiring, conduit and access hatches •shall be concealed.
* Tenant's electrified signage shall be connected to the Tenant's house panel and controlled by a time clock or energy management system. * All penetrations of the building structure required for signage installation shall be neatly sealed and water tight. Color and finish of attachments and sealants shall match adjacent exterior finishes.
* Surfaces of all signage are intended to be flat without bulges, oil-canning or other deformities. Any welded seams on signage faces should be finished smooth.

5.0 General Project Signage Guidelines

5.1 Permanent Window Signs
General: The purpose of permanent window signage is to provide an attractive and effective means of identification for the business or for products and services provided. Permanent window signage should enhance the overall visual impact of the Center for the public. All signs or graphics within ten (10) feet of a window or storefront that can easily be seen from the exterior shall be considered window signage. Exceptions shall.be considered on a case by case basis only if it meets the overall design intent consistent with the store and overall project design for the Center.

Quantity: The quantity of window signs shall not be limited, but shall be subject to the maximum allowable sign area applicable to that tenant.

Location: Permanent window signs must be located within the glass panel area with no part of the sign overlapping the window mullion or frame. No window signs shall be displayed on the storefront doors, or the glass areas directly above the. doors (except address numbers). Operational hours, credit cards accepted, telephone numbers, etc., shall be located on the glass adjacent to the entry door(s). All windows signs must be applied to the inside face of the glass. The location of all window signs must be approved by the City of Santa Clara and the Landlord.

Permanent window signage shall be compatible with glass Size:
dimensions. and window mullion locations.

Content: Sign content shall be consistent with Tenant's overall graphics and identity package. Sign content and layout shall be subject to approval by the City of Santa Clara and the Landlord.

Materials and colors shall be subject to the approval of the City of Santa Clara and the Landlord.

Installation: Floor mounted signs must be supported by a metal stand or support. Ceiling mounted signs must be hung with either wire or cable that has minimal visual impact. Chains will not be allowed for hanging signs. All signs shall be permanently attached. The use of tape, staples, suction cups, tacks or similar attachment methods are not allowed.

5.2 Miscellaneous Tenant Identification Signage
General: In addition to other Signage allowed, all Tenants shall be allowed to provide all required address, entry, exit and disabled accessibility Signage required by code and local ordinances.

Quantity: The quantity of Miscellaneous Tenant Identification Signage shall. be limited to Signage as required by code and local ordinances. and as outlined aboye.

Location: Miscellaneous Tenant Identification Signage shall be affixed to a storefront window or door.

Size: Maximum height for Miscellaneous Tenant Identification Signage letters shall be 2" with the exception for open/closed Signage and suite/address identification which shall consist of 6" letters.

Content: Miscellaneous Tenant Identification Signage may consist of required suite or street address, open/closed Signage, entry and exit Signage, hours of operation Signage, credit card usage and disabled accessibility Signage. All Tenants shall affix suite or street address on at least one business storefront entry door.

Materials: Miscellaneous Tenant Identification Signage shall be applied to inside surface of storefront glass using a standard color to be determined.

5.3 Prohibited Signage
The following signage shall be prohibited within the project:

1. Flashing, moving or scintillating light bulbs or effects.

2. Window signage, other than Permanent Window Graphics permitted elsewhere in these Guidelines.

3. Signage employing luminous painted paper or cardboard signage.

4. Paper, stickers, or decals hung around or behind storefront glazing:

5. Vacuum formed plastic lettering.

6. Signage employing exposed raceways, ballast boxes or transformers.

7. Major Tenants shall not place any signage on the rear of their buildings, except for service, receiving and exit door
identification signage including receiving hours permitted, and except as allowed elsewhere in these Guidelines. Letter height for these signs shall be limited to 6" in height. Total signage area shall be limited to 8 square feet.

8. A-frame 'sandwich' signs.

5.4 Address Signage
Each building located at Rivermark Village may have one (1) address placard displayed for purposes of identification on business frontage.

5.5 Miscellaneous Signage
Quantity: Each Retail Tenant may have one(1) double sided blade sign:

Awning signage will be reviewed on a case by case basis.

Location: Blade signage shall typically be mounted to the wall perpendicular to the front building elevation.

Blade signage shall be a maximum of 3 square feet on each face; Size:
a maximum height of 1'-6" and a maximum depth of 8".

Content: Signs shall consist of the Tenant name and/or Graphic Logo only.

Other content shall be allowed subject to approval by the Landlord and the City of Santa Clara.

Materials: Subject to the approval of Landlord and the City of Santa Clara.

5.6 • Wall / Fascia Signage
Quantity: See Wall / Fascia Signage Matrix.

Location: Wall/Fascia Signage shall be located in the zones designated in the attached Building Elevation (Exhibit S-2 Elevations, S-3 Site Plan) in these Guidelines. In no case may a sign extend above the roof parapet. Signs are not allowed on or against any roof surfaces.

Wall/Fascia Signage shall also be allowed in other locations on the primary entry building elevation, subject to approval by the Landlord and the City of Santa Clara.

Tenant Wall/Fascia Signage shall be limited in size as indicated in Size:
the signage matrix.

Content: Signs shall consist of the Tenant name and/or Graphic Logo only.

Other content shall be allowed subject to approval by the Landlord and the City of Santa Clara.

Material: Tenant Wall/Fascia Signage shall be constructed of any of the following materials:

1. Individual Painted Metal Reverse Pan Channel

2. Letters and/or Graphic Logo with neon illumination.

3. Individual Painted Metal Pan Channel Letters and/or
Graphic Logo with neon illumination. Individual
Painted Metal Channel Letters and/or Graphic Logo
with Acrylic facing with internal illumination.

4. Can signs with solid returns and acrylic and/or metal faces are not permitted except as minor adjuncts to
individual letter signs and only when part of tenant
logos.

Other materials shall be allowed subject to approval by the • Landlord and the City of Santa Clara.

5.6 Conditions of Lease
Each Tenant is responsible for the design, fabrications, installation, maintenance and cost of electricity for their own signage.

The Tenant or Landlord shall be responsible to provide the signage company responsible for the fabrication and installation of the signage a designated circuit from the electrical panel to the signage. Special circumstances and penetrations through walls and structures will be addressed on a case by case basis.

Within 30 days of termination or conclusion of a lease, the Tenant is responsible for the removal of their signage. The storefront wall or fascia shall be patched and painted and returned to its original condition as it was prior to the installation of the Tenant's signage.

6.0 Tenant Signage Matrix
See attached Exhibit S-1.

LAD VI

SIGN TYPES
Project Entry/Multiple Tenant Monument Sign Type "A"
Project Name/Logo
Maximum of 4 tenant names/logos (Grocery, Pharmacy, Health Club, Hotel) Project Entry Monument Sign Type "B"
Project Name/Logo
Parking directional signage
Site Directional Signs Type "C"
Type C-1
Hotel Name/Logo
Parking directional signage
Type C-2
Health Club Name/Logo *
Parking directional signage
Information Kiosk
Project Name/Logo/Site Plan
List of Tenant names
Major Retail Tenant Signage (M1, M2)
Wall/fascia signage
Under canopy blade signage
Tenant permanent window signage
Village Retail Tenant Signage (R1 - R7, P1, C1)
Wall/fascia signage
Under canopy blade signage
Tenant permanent window signage
Tenant awning signage
Office Tenant Signage (01 - 03)
Wall/fascia signage
Under canopy blade signage
Tenant permanent window signage
Tenant awning signage
Hotel Use Tenant Signage (H1)
Tenant Monument Sign (verify)
Wall/fascia signage
Health Club Tenant Signage (H2)
Wall/fascia signage
Tenant permanent window signage
Tenant awning signage
Special Application Signage
Banner signage (wall mounted)
Lightpole banner signage
Parking Garage Signage (G1)
Monument signs
Wall/fascia signage
Entry/Exit signage
• Directional signage/graphics (inside garage)
Dedicated Parking Zones (Office, Retail, Hotel, Health Club) F:1999\99006P01\PROJINFO\signs.doc • 1-

TENANT WALL/FASCIA SIGNAGE MATRIX
Maximum Letter Height Maximum Signage Area
Tenant Type/Size
End Cap Retail Tenants 100 s.f.
7-6"
0 - 1,999 s.f. 2'-0" 125 s.f.
2,000 - 4,499 s.f. 2-0" 150 s.f.
4,500 and up
End Cap Retail Tenants shall be allowed one (1) wall/fascia sign on each building elevation that faces maximum of three (3) signs. Total area for all signs not to exceed maximum allowable sign area. See either parking areas/driveways or pedestrian walkways, (including corner tower elements), up to a.

Exhibits 1 and 3 for typical zones for permitted signage.

In-Line Retail Tenants (R1 - R7)
1'-6" 50 s.f.
0 - 1,199 s.f. 60 s.f.
2'-0"
1,200 - 1,599 s.t. 2'-0" 75 s.f.
1,600 and up
In-Line Retail Tenants shall be allowed one (1) wall/fascia sign on their primary business frontage elevation facing either parking areas/driveways or pedestrian walkways. See Exhibits 1 and 3 for typical zones for permitted signage.

Free Standing Pad Tenant (P1)
2"-O" 225 s.f.
0 - 6,499 s.f. 250 s.f
2"-6"
6,500 and up
street, pedestrian walkway or parking areas, up to a maximum of three (3). One (1) sign must be located Freestanding Pad tenants shall be allowed one (1) wall/fascia sign per each business frontage facing a on the primary business frontage. Total area for all signs not to exceed maximum allowable sign area.

Major Retail Tenants (M1, M2)
3'-0" 275 s.f.
15,000 - 19,999 s.f. 300.s.f.
3'-6"
20,000 - 34,999 s.f. 4'-0" 350 s.f.
35,000 and up
signage shall be limited by area and size as indicated above, and by location as shown in Exhibits 2 and 4 Major Retail Tenants shall not be restricted as to the quantity of signs allowed for each tenant. Rather, in these guidelines. No signage shall be located on the rear of their buildings except for service, receiving and exit door identification signage including receiving hours permitted.

Office Tenants
n/a:
0 - 4,999 s.f. No exterior building signage
allowed
2'-6" 50 s.f.
5,000 and up
and shall be located on the buildings at the third floor as shown in Exhibit 3. For Tenants who occupy an Wall/fascia signage for Office Tenants is only permitted for lease spaces as indicated in the table above, entire floor plate, the maximum allowable signage area may be doubled and the number of signs increased to two (2). Signs shall be located on separate elevations of the building.

F:\1999\99006P01\PROJINFO\signs.doc -2-
EXHIBIT S2
G
EXHIBİTI VILLAGE RETALI SIGNAGE
• EXHIBIT 2. MAJOR RETAIL TENANT SIGNAGE
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EXHIBITA MAJOR RETAIL TENANT SCAVAGE M?..
_KEYNOȚES
Aowablo Wal/Fascia Signago Zona
Tenant Logo Sign, not to exceed 18 s.f. in area
Office Tenant signage only at third level locations. Santa waleum reace ton signage to adjacent.

Freestanding canopy signage Maintain minimum 2' clearance from signage to adjacent Wan mounted blado slan, centorad on pilaster. • architectural features and edges Signage shall not extend past vertical alignment with
architectural elements as shown.

ELEVATIONS

DIGN RENIN
EXHIBIT S3
STREET
C 1

PARKWAYE

MORELAND WAY-

HARRIGAN
R7
M1

PARKING
(ajalal
PERMARK- 25° AISLE
R2

AGNEW B - PLAZA-
R6
R3
Di witte:
le
deceedlec =
PARKWAY R5 H1
R4 EUTU
P1
MONTAGUE EXPRESSWĄY
Site Plan for Reference Only

EXHIBIT D

RULES AND REGULATIONS

1. The sidewalks, entrances, passages, or stairways shall not be obstructed or used for any purpose other than ingress and egress. No tenant or the agents, employees or invitees of any tenant shall go upon the roof of the Building or on to other areas not open to the public (unless specifically designated in the lease for such tenant's use) without the prior written consent of Landlord.

2. Tenant shall, at its own cost, perform any pest and sanitation control services reasonably required in the Premises.

All garbage and refuse shall be placed by Tenant in the containers at the location prepared by Landlord for refuse collection, in the manner and at the times and places specified by Landlord. Tenant shall not burn any trash or garbage of any kind in or about the leased Al arab are abe of at Premises or the Shopping Center. All cardboard boxes must be "broken down" before being placed in the trash container. All Styrofoam chips must be bagged or otherwise contained before placement in the trash container so as not to be a nuisance. Pallets may not be disposed of in the trash bins or enclosures. It is the Tenant's responsibility to dispose of pallets by alternative means. Except when removed for immediate temporary use, or for use within a building, all trash bins shall remain within trash enclosures always. Enclosure doors shall remain closed when not in active use. No un-containerized liquids shall be poured or placed into a trash bin.

Should any garbage or refuse not be deposited in the manner specified by Landlord. Landlord may, after three (3) hours verbal notice to Tenant, take whatever action necessary to correct the infraction at Tenant's expense.

4. No awnings or other projections shall be attached to the outside walls of the Building without the prior written consent of 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 attached to or hung in, or used in connection with, any window or door of the Premises without the prior written reasonable consent of Landlord.

The wash room partitions, mirrors, wash basins and other plumbing fixtures shall not be used for any purpose other than those for which they were constructed, and no sweepings, rubbish, rags or other substances shall be 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.

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

7. No animals of any kind shall be brought into, or kept in or about the Premises (except Tenant's K-9 corps) and unless the premises shall be designed for food and beverage Tx c:\Shea Properties \Rivermark - City - Lease4

service, no cooking shall be done or permitted by the tenant of the Premises except that the preparation of coffee, tea, hot chocolate and similar items and use of a microwave oven for the tenant and its employees and business visitors shall be permitted. No tenant shall cause or permit any unusual or objectionable odors to escape from the Premises.

8. No tenant shall engage or pay any employees on the Premises except those 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 illegal purposes, except for ordinary community service facility activities.

No tenant shall make, or permit to be made any unseemly or disturbing noises, sounds or vibrations or disturb or interfere with occupants of this or neighboring buildings or premises or those having business with them whether by using any musical instrument, radio phonograph, unusual noise, or in any other way, except for the acts of Tenant's temporary detainees.

10. No tenant shall throw anything out of doors or onto the parking lot and common areas. The outside areas immediately adjoining the Premises shall be kept clean and free from dirt and rubbish by the Tenant to the satisfaction of the Landlord, and Tenant shall not place or permit any obstruction or materials in such areas. No exterior storage shall be allowed

11. No tenant shall anytime bring or keep upon the Premises any flammable, combustible, or explosive fluid, chemical or substance, except for police arms and ammunition regularly carried by on-duty personnel. Tenant shall not do or permit anything to be done in the Premises, or bring or keep anything herein, which shall in any way increase the rate of the fire insurance on the Building or on the property kept 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 Shopping Center or any part thereof, or with any rules and ordinances established by the Board of Health or other governmental authority.

12. Any persons employed by any tenant to do janitor work, shall, while in the Building and outside the Premises, be subject to all rules and regulations contained herein, and the tenant shall be responsible for all acts of such persons.

13. Canvassing, soliciting and peddling in the Shopping Center are prohibited and each tenant shall cooperate to prevent the same, except Tenant's public information services.

14. No air conditioning unit or other similar apparatus shall be installed or used by any tenant without the written consent of Landlord.

15. Landlord reserves the exclusive right to regulate and control the use of all parking ramps and areas, pedestrian walkways, plaza and other public areas forming a part of the Shopping Center. Landlord does not here assume any responsibility to provide security in and rx c:\Shea Properties\Rivermark - City - Lease4

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.

16. Tenant shall be entitled to park in common with other tenants of Landlord.

Tenant agrees not to overburden the parking facilities and agrees to cooperate with Landlord and other tenants in the use of parking facilities. Landlord reserves the right in its absolute discretion to determine whether parking facilities are becoming crowded and, in that event, to allocate parking spaces among tenant and other tenants. Parking stalls shall be used solely for temporary. parking purposes and shall not be used for the storage, repair or maintenance of any items, including, but not limited to, vehicles, trailers or recreational vehicles business machinery or personal or business materials. Storage shall be defined as remaining on the Premises for forty- eight (48) hours.

17. Truck wells shall be used solely for temporary and immediate loading and unloading purposes. Parking or storage of items within truck well areas is strictly prohibited.

Truck well doors shall remain closed when not in active 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.

18. Tenant agrees to comply with all rules and regulations. Landlord reserves the right to amend or supplement the above rules and regulations and to adopt and promulgate additional rules and regulations applicable to the Shopping Center or any portion thereof. Notice of amendments and supplements and additional rules and regulations, if any, shall be given to each tenant. Each tenant agrees to comply with all amendments, supplements and additional rules and regulations.

19. Tenant shall comply with all rules and regulations. Landlord may amend or supplement the above rules and regulations and adopt and promulgate additional rules and regulations applicable to the Shopping Center or any part thereof. Notice of such amendments and supplements and additional rules and regulations, if any, shall be given to each tenant, and each tenant agrees to comply with all such amendments, supplements and additional rules and regulations. Landlord's rules and regulations shall always be uniform and nondiscriminatory and shall not increase Tenant's obligations or decrease Tenant's rights under this Lease. rx c:'Shea Properties Rivermark - City - Lease4

Exhibit E
Rivermark Village
Exclusive Uses
Tenant may not use the Premises for any of the exclusive uses granted or expected to be granted to Tenants of the Shopping Center as described below. This list is subject to change. More detailed information to be provided in the individual leases.

1. Peet's Coffee & Tea: (i) no tenant other than the grocery store or drug store shall be permitted to sell coffee beans and (ii) no tenant may use its premises for the primary purpose of the sale of coffee beverages. Other tenant's may sell coffee beverages as an incidental part of their primary business: Primary shall be defined as less than 10% of a tenant's gross sales.

2. Western States Wireless: primary purpose of the retail sale of wireless telephones and pagers. This shall not apply to any electronics store that sells wireless telephones and pagers as part of its overall merchandising plan (e.g., Radio Shack).

3. Wells Fargo Bank: no other part of the Shopping Center shall be used for the purpose of operating a full-service commercial or savings bank or savings and loan association or otherwise to provide banking and savings services. The foregoing. restriction shall not apply to (i) one (1) credit union at any given time with interior and/or exterior ATM(s) (provided that such credit union is located in buildings R-6, R-7 or R-3 or in building R-2 facing Rivermark Plaza and that such credit union shall not have more than one (1) exterior ATM.), and (ii) any banking facility with interior and/or exterior ATM(s) that may be part of any grocery store or drug store in the Shopping Center (provided that the square footage dedicated to such banking facility in any given grocery or drug store does not exceed 500 square feet and that there shall nor be more that one (1) exterior ATM in any given grocery or drug store):

4. Safeway: exclusive right to operate as a grocery food store (see the lease for more specific information).

5. Piatti: No tenant occupying less than 25,000 square feet in the Shopping Center shall use its premises in the Shopping Center for the purpose of operating a white tablecloth Italian restaurant. The foregoing restriction shall not apply to (i) any quick service restaurant of less than approximately 2,000 square feet serving pasta and/or non-wood oven prepared pizza, or (ii) any restaurant that may sell Italian food items as an incidental part of its menu offerings.

6. Goldstone Creamery: With the exception of the grocery, drugstore and restaurants in the Shopping Center, Landlord shall not lease or permit to be leased to any entity whose primary business is the retail sale of ice cream, frozen yogurt, and frozen desserts. This includes but is not limited to ice cream stores, frozen yogurt stores and ice cream/yogurt vending units whether free standing or in kiosks.

7. Premier Pizza: No other portion of the Shopping Center shall be operated as a restaurant or food service establishment, whose primary business is the sale of pizza. Said exclusive shall not apply to any restaurant that may sell pizza as an incidental part of their menu offering and/or a full service Italian restaurant. Shall not apply to a tenant over 5,000 sf.

8. Baja Fresh: No other portion of the Shopping Center shall be operated as a restaurant or food service establishment, whose primary use is the sale of Mexican food. Said exclusive shall not apply to any restaurant that may sell Mexican food items as an incidental part of their menu offering. Shall not apply to a tenant over 5000 sf.

9. Focus Optometry: No other portion of the Shopping Center shall be operated for the primary business of optometric services. Said exclusive shall not apply to (!) other tenants of the Shopping Center existing as of the date of this lease, (Il) other tenants of the Shopping Center occupying more than 5,000 square feet, (iii) the sale by another tenant at the Shopping Center, as an insubstantial incident to its regular business, of some merchandise comprising Tenant's Permitted Use or (iv) a tenant that sells eyewear without offering optometric services and who does not fill lens prescriptions.

10. Jamba Juice: Landlord shall not, after the Effective Date, enter into any lease for premises in the Shopping Center permitting any tenant to use such premises in the Shopping Center for the sale of blended to order fresh fruit juices and smoothies.

The foregoing restriction shall not apply to (i) a store in the Shopping Center operated under the trade name Cold Stone Creamery (of similar trade name), provided that the sale of smoothies does not account for more than five percent (5%) of such store's gross sales during any calendar year, or (ii) the incidental sale by a restaurant or other food or beverage service tenant in the Shopping Center of freshly squeezed on Premises (non-blended) juices, provided that the sale of such juices does not account for more than five percent (5%) of such tenant's gross sales during any calendar year. For the purposes of this Section 9.12, , "smoothie" shall mean a fruit, fruit juice and/or frozen yogurt based blended drink as opposed to primarily ice cream based blended drinks commonly called "milkshakes" which may or may not include fresh fruit or fruit juices.

11. Supercuts: No other portion of the Shopping Center shall be operated as a discount hair salon, including, but not limited to, American Hair Force, Fantastic Sams, Great Clips, Pro Cuts, Pro Kutz, Hair Cuttery, Bo Rics, Schroeder's, Super Styles, Perfect Look, The Haircutters or the Haircut Store. Said exclusive shall not apply to (i) other tenants of the Shopping Center (except for their assignees or subtenants wherein Tenant's Exclusive Use shall apply) existing as of the date of this Lease (ii) other tenants of the Shopping Certer occupying more than 20,000 contiguous square feet under a single trade name, (iii) the provision of services or : :
sale by another tenant at the Shopping Center, incidental to its permitted use, of some services merchandise comprising Tenant's Permitted Use, (iv) a non- discount, full-service salon, (v) a day spa that offers hair cutting as an incidental part of other services it may offer, (vi) another salon-type service that offers hair cutting as an incidental part of other services it may offer, (vil) a beauty supply store with no more than three (3) stations for hair cutting, (vill) property or any tenancy not owned or controlled by Landlord and (ix) the residential or hotel part of the master development.

12. Postal Annex: Landlord shall not use or occupy, permit the use of occupancy by anyone else, or lease to another tenant any space, other than the Premises, in the entire Shopping Center for the business of providing packaging, mailing and shipping services for third parties and mailbox rental services. The foregoing restriction does not apply to (i) other tenants of the Shopping Center existing as of the date of this Lease (ii) other tenants of the Shopping Center occupying more than 5,000 square feet, (iii) the provision of services or sale by another tenant at the Shopping Center, as an insubstantial incident to its regular business, of some services or merchandise comprising Tenant's Permitted Use, including packaging and shipping of products sold by that tenant, (iv) space M1, (v) property or any tenancy not owned or controlled by the Landlord, (vi) the residential part of the master development and (vii) a "Kinko's" type use of at least 2,700 square feet with no rental mailboxes and whose shipping, if any, is incidental to the primary business of the tenant.

13. Quizno's : Landlord shall not use or occupy, permit the use of occupancy by anyone else, or lease to another tenant any space, other than the Premises, in the entire Shopping Center for the sale of submarine-style sandwiches, such as sold by Subway, Submarina or Togo's. However Tenant's exclusive use does not apply to (i) other tenants of the Shopping Center existing as of the date of this Lease (i) other tenants of the Shopping Center occupying more than 3,000 square feet, (ili) the provision of services or sale by another tenant at the Shopping Center, as an insubstantial incident to its regular business, of some services or merchandise comprising Tenant's Exclusive Use (iv) Safeway or its successors- in- interest, (v) property or any tenancy not owned or controlled by the Landlord, (vi) the residential part of the master development and (vii) any restaurant that has sandwiches, but not primarily submarine-style sandwiches, as a menu item, (viii) a delicatessen that sells cheese, meats and traditional delicatessen items also offering sandwiches as an incidental item or (ix) a bakery, such as LeBoulanger, that sells sandwiches besides baked goods.

14. Yan Can: Landlord shall not use or occupy, permit the use of occupancy by anyone else, or lease to another tenant any space, other than the Premises, or enter into any sale of another portion of the Shopping Center for the purpose of operating an Asian restaurant featuring lunch and dinner entrees. However Tenant's exclusive use does not apply to (i) a Japanese restaurant (ii) an Indian restaurant (provided that if an Indian restaurant is located in R6 it shall be located in the northern end cap of such building, (iii) any restaurant (including a restaurant featuring lunch and dinner entrees) that may sell Asian food items as an incidental part of its menu offerings, provided that the sale of such Asian food items does not exceed ten percent (10%) of such restaurant's gross sales during any calendar year (iv) An Asian specialty restaurant or shop featuring other than lunch or dinner entrees, including by way of example (but not limitation) an Asian bakery, candy or sweet shop, or shop specializing in Asian beverages (whether or not made on site) (v) Safeway or its successors- in- interest, (vi) property or any tenancy not owned i or controlled by the Landlord, (vii) the residential part of the master development. : (viii) other tenants of the Shopping Center existing as of the date of this Lease

15. Pure Beauty: Landlord shall not use or occupy, permit the use of occupancy by anyone else, or lease to another tenant any space, other than the Premises, or enter into any sale of another portion of the Shopping Center for use primarily as a retail store selling beauty supplies (defined predominantly composed of hair, skin and nail care products) including without limitation, leasing any space to Ulta Ill or any cosmetic superstore. However Tenant's exclusive use does not apply to (i) property or any tenancy not owned or controlled by the Landlord (ii) a space leased to a tenant operating its premises as a day spa or hair salon that sells hair and beauty products as an ancillary part of its primary business, but not to exceed fifteen percent (15%) of the total premises occupied by any such tenant, (iii) a space larger than 12,500 square feet leased to a single tenant other than Ultal! or any other cosmetic superstore (iv) a space leased to a tenant primarily using its premises for the retail sale of make-up and/or bath and body products (v) Safeway or its successors-in-interest, (vi) the residential part of the master development.

16. Town and Country Cleaners: Landlord shall not use or occupy, permit the use of occupancy by anyone else, or lease to another tenant any space, other than the Premises, in the entire Shopping Center for a retail dry cleaning business or a business that offers basic simple garment alteration services. Said exclusive shall not apply to (i) other tenants of the Shopping Center existing as of the date of this lease, (ii) other tenants of the Shopping Center occupying more than 5,000 square feet, (ill) the sale by another tenant at the Shopping Center, as an insubstantial incident to its regular business, of some merchandise comprising Tenant's Exclusive Use or (iv) space M-1, (v) property or any tenancy not owned or controlled by Landlord or (vi) the residential part of the master development.

17. Sandra Joe - Yo Yo Sushi: Landlord shall not use or occupy, permit the use of occupancy by anyone else, or lease to another tenant any space, other than the Premises, in the entire Shopping Center for a Japanese restaurant offering lunch and dinner entrees substantially similar to those shown on Tenant's sample menu, attached as Exhibit H. Said exclusive shall not apply to (i) other tenants of the Shopping Center existing as of the date of this lease or their replacements, (i) other tenants of the Shopping Center occupying more than 5,000 square feet (except that any such tenant's sale of Japanese food, if any, shall not be more than twenty percent (20%) of that tenant's Gross Sales, (iil) the provision of services or sale by another tenant at the Shopping Center, as an insubstantial incident to its regular business, of some merchandise comprising Tenant's Exclusive Use (not to exceed twenty percent (20%) of that tenant's Gross Sales), (iv) space M-1, (v) property or any tenancy not owned or controlled by Landlord or (vi) the residential part of the master development, (vii) A Pan-Asian restaurant serving a variety of Asian foods that may include sushi and/or other Japanese cuisine, (vill) a Thai restaurant or noodle shop whose Gross Sales of Japanese food shall not be more than twenty percent (20%) of that tenant's Gross Sales.

18. Prolific Oven: Landlord shall not use or occupy, permit the use of occupancy by anyone else, or lease to another tenant any space, other than the Premises, in the entire Shopping Center for a bakery such as La Boulanger, Grain de Or, Wilson's AKI or any specialty cake bakery. Said exclusive shall not apply to (i) other tenants of the Shopping Center existing as of the date of this lease or their replacements, (ii) other tenants of the Shopping Center occupying more than 5,000 square feet (iii) the provision of services or sale by another tenant at the Shopping Center, as an insubstantial incident to its regular business, of some merchandise comprising Tenant's Exclusive Use (not to exceed twenty percent (10%) of that tenant's. Gross Sales), (iv) space M-1, (v) property or any tenancy not owned or controlled by Landlord or (vi) the residential part of the master development, (vii) a bagel shop (such as Noah's Bagels or Big Apple Bagels. or (viii) a bread bakery (such as House of Breads or Great Harvest). 1:
r ÷ 1 ... a s

19. Red Robin: Landlord shall not, after the Effective Date, enter into any lease for premises in the Shopping Center (to the extent owned or controlled by Landlord) permitting any tenant to use such premises in the Shopping Center for the primary purpose of a casual, sit-down, table service hamburger restaurant. The foregoing restriction shall not apply to a Safeway store in the Shopping Center (or any assignee or subtenant of Safeway).

20. Blockbuster: Landlord covenants and agrees that, during the Term, except for (a) Safeway, its successors and assigns, and (b) Radio Shack, its successor and assigns, only to the extent permitted under the terms of its presently existing standard use clause, Tenant shall have the exclusive right (hereinafter, "Tenant's Exclusive Right") in the Shopping Center to sell, rent and/or distribute prerecorded video cassettes, video tapes, video discs, laser discs, video games (including without limitation CD-I), DVD, divx, or other video software (including CD-ROM) and/or any substitutes for, or items which are a technological evolution of, the foregoing items (hereinafter, collectively "Tenant's Exclusive Items"). Notwithstanding the foregoing, in addition to the limitations on Tenant's Exclusive Right set forth above, Tenant's Exclusive Right shall not apply to (i) the sale of computer software, (other than video game software, i.e., software for use on a computer system comprised of a hard drive, monitor and related peripherals including computer software on CD-ROM, CD-I, DVD or divx as an ancillary part of the operation of a computer store, office supply store or toy store within the Shopping Center), (ii) the sale of blank video cassettes or blank DVDs, blank CDs and the like, (iii) the incidental sale (as opposed to rental) of instructional, educational, or religious pre-recorded video cassettes, (iv) the incidental sale of prerecorded video cassettes or CD-ROM which are related to a particular occupant's primary business, (v) audio-only CDs and cassettes (as opposed to audio-video) (vii) Barnes and Noble, or any other nationally recognized bookstore occupying at least 8,000 leaseable square feet shall be permitted to sell educational or instructional videotapes and books on tape, and computer software (other. than • games) or various media and merchandise incidental thereto including CD-I (other than video games) and CD- ROM) and any product which is the technological evolution of any of the foregoing from not more than an aggregate of 1,000 square feet of it's leasable area For purposes of this Article 1.D., the term "incidental" shall mean not more than one hundred (100) of Tenant's Exclusive Items (as opposed to titles) on display at any time.

21. Fantasia: Landlord shall not, after the Effective Date, enter into any lease for premises in the Shopping Center permitting any tenant to use such premises in the Shopping Center for the primary purpose of a "pearl tea" concept. The foregoing restriction shall not apply to (i) tenants of the Shopping Center whose leases are executed as of the Effective Date, or their assignees or subtenants, (Il) the incidental sale by another tenant in the Shopping Center of pearl tea as a beverage item, provided that the sale of pearl tea as a beverage item does not account for more than ten percent (10%) of such tenant's gross sales during any calendar year, (iii) any tenant occupying more than five thousand (5,000) square feet in the Shopping Center, (iv) any tenant in the building leased to Safeway as of the Effective Date or (v) the sale of crepes, snacks or desserts.

22. McDonald's: Landlord covenants and agrees that, while Tenant is not in default beyond any cure period and Tenant and any permitted subtenant has not ceased operation as a McDonald's restaurant for a continuous period more than one hundred eighty (180) days (excluding closure for remodeling, fire, force majeure), no property (other than the Tenant Space) now or from now on owned, leased or controlled, directly or indirectly, by Landlord or, if Landlord is a corporation, any subsidiary of Landlord, adjacent or next to the Tenant Space, or within the Shopping Center (whether or not the other property is subsequently voluntarily conveyed by Landlord) shall, during the term of this Lease and any extensions, be

1...
leased, used or occupied as a restaurant, food service establishment, drive-in or walk-up eating facility, that offers hamburgers as its primary menu offering item:

Despite anything to the contrary in this: Lease, one restaurant offering waiter / waitress service at the table selling primarily hamburgers may operate within the restricted area (but may not have a drive-through or drive-up window). There shall be no restriction on restaurants that do not serve hamburgers the primary menu offering. In addition, and not by way of example, the following restaurants operating under the listed trade names, or operating under any successor trade names, are prohibited within the areas, and for the time specified in this Section Q:

Burger King, Wendy's, Carl's Jr., Hardees, Hot-n-Now, In-and-Out Burger, Jack-in- the Box, Ponderosa, A&W, White Castle, Big Boy, Rax, Roy Rogers, Checker's, Taxi's, Burger Chef, Shoney's, Rally's and Nation's. The restrictions in this Article shall not apply to the Shopping Center space shown as "Safeway" on Exhibit A-1, while it is subject to a lease with Safeway Stores,

EXHIBIT F

TERM COMMENCEMENT CERTIFICATE
Ix c:\Shea Properties Rivermark - City - Lease4