Agenda packet — Vallejo City Council, September 24, 2024 (part 4 of 6)

right of occupancy or assessment affecting the Subject Property or otherwise cause or permit any other change to the state of title with respect to the Subject Property, (B) amend, extend or otherwise modify the terms of any existing lease, easement, right -of-way, encumbrance, lien, restriction or assessment that affects the Subject Property (except as may be necessary to release the Subject Property from any existing mortgage obligation), (C) sell, transfer or otherwise convey or terminate, amend or otherwise modify any Intangible Property relating exclusively to the Subject Property, (D) enter into any further or amend any existing agreements, contracts, leases or rights of occupancy with respect to the Subject Property, with the exception of the Touchstone Agreement or any other Agreement relating to the operation of the Golf Course, (E) cause or permit any Hazardous Materials (as defined in Section 14(a)( viii) below) to be used, stored, released, discharged or generated on the Subject Property in violation of applicable law, or (F) cause or permit any material changes to the physical condition of the Subject Property.

b. City Contracts. With the exception of City’s agreement with Touchstone, City shall cause any and all charges, fees, costs or expenses that have accrued under any contracts or agreements relating exclusively to the Subject Property to which City is a party (“ Contracts”) to be paid in full and te rminated on or prior to the Close of Escrow. This Section 9(b) shall survive the Close of Escrow.

10. Closing Deliverables.

a. City’s Closing Deliveries . Not less than one (1) business day prior to the Closing Date, City shall deliver or cause to be delivered to Escrow Agent the following items:

i. The amount of Closing Costs and Prorations allocated to City, as provided by Sections 12 and 13;

ii. One (1) fully executed and acknowledged grant deed conveying the Real Subject Property in substantially the form attached hereto as Exhibit E (“Grant Deed”);

iii. A Certificate of Non -Foreign Status duly executed by City certifying that City is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, together with the equivalent California form (Form 593) confirming that City is not subject to withholding of any portion of the Purchase Price by BRS pursua nt to the California Revenue & Taxation Code (collectively, the “Non-Foreign Affidavits”);

iv. One (1) fully executed original of a general assignment agreement (the “General Assignment”) conveying to BRS the Intangible Property in the substantially form attached hereto as Exhibit F.

v. One(1) fully executed original of the Golf Lease; and

vi. Any other document, instrument or agreement necessary to consummate the transactions contemplated herein reasonably requested by BRS or Escrow Agent.

b. BRS’ Closing Deliveries. On or prior to the Closing Date, BRS shall deliver to Escrow Agent the following items:

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i. The Closing Funds;

ii. One(1) fully executed original of the Golf Lease;

iii. One (1) fully executed Collaborative Use Easement as required by the Syar Agreement, in recordable form;

iv. One (1) fully executed original of the Preliminary Change of Ownership Report (“PCOR”);

v. One (1) fully executed original of the Transfer Tax Information Statement; and

vi. Any other documents, instruments or agreements necessary to consummate the transactions contemplated herein reasonably requested by City or Escrow Agent.

11. Escrow and Closing.

a. Escrow Instructions. When this Agreement or counterparts hereof shall have been executed by City and BRS and delivered to Escrow Agent, it shall const itute Escrow Agent’s escrow instructions. Any standard form escrow instructions submitted by Escrow Agent or any other clarification or addition to the instructions contained herein shall, when executed by BRS and City, constitute additional escrow instru ctions. In the event of any conflict between such additional instructions and this Agreement, the terms of this Agreement shall prevail.

b. Closing. The “Close of Escrow” or “Closing” means the date on which the Grant Deed conveying title to the Subject Pr operty to BRS is recorded. The Close of Escrow shall occur on or before Wednesday, December 28, 2022 (the “Closing Date”). The Closing Date may be extended by the Parties, but may not be extended beyond Friday, December 30, 2022 (“Outside Closing Date”)”). Any extension of the Outside Closing Date shall be confirmed by the Parties in writing.

c. Close of Escrow. If and when BRS and City have deposited into Escrow the funds and documents required by this Agreement, and all closing conditions have been satisfied or waived by the applicable party, and Title Company is irrevocably committed to issue the Owner’s Policy and Lender’s Policy concurrently with the Close of Escrow, Escrow Holder shall do the following:

i. Record Documents. Cause the following documents to be recorded in the Official Records: (A) Grant Deed, (B) Collaborative Use Easement, and (C) Union Bank Documents (if available).

ii. Deliver to BRS . Immediately upon the recording of the Grant Deed, deliver to BRS: (A) a conformed copy of the Grant Deed and Collaborative Use Easement; (B) the Non-Foreign Affidavits (if required); (C) fully executed originals of the General Assignment; (D) any DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

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funds deposited by BRS, and any interest earned thereon, in excess of the amount required to be paid by BRS hereunder; and (E) the Owner’s Title Policy.

iii. Deliveries to City; Holdback of Purchase Price.

A. Immediately upon the recording of the Grant Deed, deliver to City: a conformed copy of the recorded Grant Deed, Collaborative Use Easement , and the Union Bank Documents (if recorded).

B. Escrow Agent shall retain that portion of the Closing Funds otherwise due to City pursuant to this Agreement (“ Sales Proceeds”) until such time as Escrow Agent is notified by the Parties that the Loan Obligations are released (if not released prior to Close of Escrow) ; the Reimbursement Agreement, Participation Agreement, Performance Schedule are finalized; and BRS issued an Approval Notice at the conclusion of the Due Diligence Period. For the avoidance of doubt, the timelin es established by this Agreement provide that all of the foregoing conditions on the release of the Sales Proceeds to City shall occur approximately one-hundred-twenty one (121) days after Closing ( i.e., the Due Diligence Period expires sixty (60) days after Close of Escrow, and the balance of the conditions on release of the Sales Proceeds shall be satisfied no later than one -hundred-twenty (120) days thereafter) unless amendments of these timelines are agreed to by both Parties in writing. City acknowledges, however, that such timelines may be extended if the Loan Obligations are not released and the Union Bank Documents recorded before Closing.

d. Real Estate Reporting Person. Escrow Agent is hereby instructed to comply with all applicable Federal, state and local reporting and withholding requirements relating to the close of this transaction. Escrow Holder is hereby designated the “real estate reporting person” for purposes of Section 6045 of Title 26 of the United States Code and Treasury Regulation 1.60454 and any instructions or settlement statement prepared by Escrow Holder shall so provide. Upon the consummation of the transaction contemplated by this Agreement, Escrow Agent shall, in addition to complying with any applicable state and local requirements, file Form 1099 information return and send the statement to City as required under the aforementioned statute and regulation.

12. Closing Cost Allocation.

a. BRS shall pay (i) Escrow Agent’s escrow fee; (ii) Title Company’s charges for the Owner’s Title Policy, including any charges for extended title coverage and any additional title endorsements requested by BRS; and (iii) recording fees associated with recording the Grant Deed and Collaborative Use Easement in the Official Records.

b. City shall pay (i) any City, County and/or other documentary transfer stamps, if any; and (ii) all fees and costs (including without limitation Escrow Agent’s fee, recording fees, and Title Company charges) associated with the release of the Loan Obligations and/or the recording of the Union Bank Documents in the Official Records. City’s obligations to pay such costs concerning the Loan Obligations and/or the Union Bank Documents shall survive the Close of Escrow.

c. All other closing costs and charges attributable to BRS’ acquisition of the Subject Property shall be paid by the Parties in accordance with the customary practice in the County DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

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where the property is located. All other closing costs and changes attributable to the release of the Loan Obligations and/or the Union Bank Documents shall be borne by City, which obligation shall survive the Close of Escrow.

d. The foregoing provisions of this Section 12 notwithstanding, should the obligations of BRS to purchase, and City to sell, the Subject Property be terminated in accordance with this Agreement, BRS and City shall each pay one-half (½ ) of the cost of the escrow cancellation fees and other amounts due Escrow Agent and the Title Company; provided, however, that should this Escrow be terminated as a result of the default by one of the Parties hereto, the defaulting Party shall pay the entire amount of the cancellation fees and other amounts due Escrow Agent and the Title Company, and the non-defaulting Party shall have no liability therefor.

e. BRS shall pay its own attorneys’ fees in connection with the preparation and negotiation of this Agreement and in connection with the consummation of the transactions contemplated hereby. All fees of the City shall remain subject to the Reimbursement Agreement.

13. Prorations. All non -delinquent taxes and assessments applicable to the Subject Property, including, without limitation, all property taxes and assessments shall be prorated as of the Close of Escrow on the basis of the actual number of days of t he month that have elapsed as of the Close of Escrow and based upon a three-hundred-sixty-five (365) day year. With respect to prorations related to real property taxes and assessments, the basis for said proration shall be the amount shown for real property taxes and assessments in the most recent installment for the fiscal year in which the Close of Escrow occurs. If no installment for the fiscal year in which Close of Escrow occurs is available, BRS and City shall reasonably estimate such installment which shall be used to prorate taxes and assessments. No adjustment shall be made for any change in the real property taxes and assessments occurring by virtue of the sale of the Subject Property to BRS. The amount of such prorations shall be subject to adjustment in cash after the Close of Escrow outside of Escrow as and when complete and accurate information becomes available, if such information is not available on the Closing Date. City and BRS agree to cooperate and use their good faith efforts to ma ke such adjustments prior to ninety (90) days after the Close of Escrow, if updated tax bills are available. This Section 13 shall survive the Closing for two (2) years.

14. Representations and Warranties.

a. Representations and Warranties of City . City hereby makes the following representations to BRS, which representations are true in all respects as of the date hereof and as of the Closing.

i. Due Authorization.

A. The execution, delivery and performance of this Agreement by City have been duly authorized by the requisite action on the part of City, and no other authorization or consent is required therefor. No approvals, authorizations or consents of any public body or any other person or entity (except for those already obtained) are necessary in conne ction with this Agreement or the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligation of City, and is enforceable in accordance with its terms against City, subject only DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

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to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles affecting or limiting the rights of contracting parties generally.

B. BRS also acknowledges that City requires authorization from Union Bank to release the Subject Property from the Loan Obligations. Union Bank’s failure to provide such authorization prior to the Closing , as provided by Section 6( a) shall not be deemed a breach of this representation or a pre -closing breach of this Agreement within the meaning of Section 16.
ii. No Options. City has not granted any option or right of first refusal or first opportunity to any party to acquire any interest in the Subject Property. iii. Due Diligence Materials . To City’s knowledge, the Due Diligence Materials are complete, include the various items identified on Exhibit D, and will include all contracts and agreements that concern the Subject Property, including all contracts related to the rights of third parties to use, possess, occupy, improve, or maintain the Subject Property (which representation shall survive the closing).
iv. Eminent Domain. To City’s knowledge, there are no existing, proposed, threatened or contemplated eminent domain proceedings that would affect the Subject Property in any way whatsoever.
v. Litigation. To City’s knowledge, there is no adverse claim (including mechanic’s liens), litigation or administrative proceeding or governmental investigation pending or threatened in writing, that does or will have a material, adverse effect on City or the Subject Property. vi. Violations of Law . To City’s knowledge, no notices of any material violation of governmental regulations, ordinances or laws relating to the Subject Property have been received by City or, to City’s knowledge, entered against City written the twelve (12) months prior to the Effective Date.
vii. Violation of Agreements . To City’s knowledge, neither this Agreement nor anything provided to be done hereunder, including but not limited to, the transfer, assignment and sale of the Subject Property, viol ates or shall violate any contract, agreement or instrument to which City is a party or that affects the Subject Property or any part thereof. viii. Hazardous Materials . City has not received from or given to any governmental authority or other party any notic e or other communication or agreement relating in any way to the presence, placement, generation, transportation, storage, release, treatment or disposal of any Hazardous Materials or other environmental conditions on, at, under or about the Subject Property. As used herein, “ Hazardous Materials ” shall mean any “Hazardous Material,” “Hazardous Substance,” “Pollutant” or “Contaminant,” “Petroleum” and “Natural Gas Liquids” as those terms are defined or used in Section 101 of CERCLA or any substance which is defined as a hazardous material, hazardous waste, or hazardous substance in any federal, state or local law, rule or regulation, and any other substance regulated because of its affect or potential effect on public health or the environment, including, but not limited to, any radioactive substance, hydrocarbons, industrial solvents, metals, flammable materials, explosives or other hazardous substance or toxic material.

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ix. Bankruptcy. No attachments or execution proceedings and no assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against City or concerning all or part of the Subject Property, nor are any such proceedings contemplated by City. City has not been insolvent for the las t one -hundred- twenty (120) days preceding the Effective Date.

x. No Bonds. City has not posted any bonds or other collateral with any governmental authorities to secure performance of any obligations with respect to the development of the Subject Property.

xi. Anti-Money Laundering. City is in compliance with the requirements of Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 23, 2001) (the “ Order”) and other similar requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) and in any enabling legislation or other Executive Orders or regulations in respect thereof (the Order and such other rules, regulations, legislation, or orders are collectively called the “Orders”).

xii. Prohibited Transactions. City (A) is not listed on the “Specially Designated Nationals and Blocked Persons List” maintained by OFAC pursuant to the Order and/or on any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Orders (such lists are collectively referred to as the “Lists”); (B) is not a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or (C) is not or has not engaged in any dealings or transactions with any Forbidden Entity. A “Forbidden Entity” is defined as (Y) the governments of Cuba, Iran, North Korea, Myanmar, Syria and Sudan (each, a “Prohibited Country”) and any of their agencies, includi ng, but not limited to political units and subdivisions (each, a “ Prohibited Government”); and (Z) any company that (1) is wholly or partially managed or controlled by a Prohibited Government, (2) is established, organized under, or whose principal place of business is in any Prohibited Country, or (3) has failed to submit an affidavit following request therefore averring that it does not own or control any property or asset in and has not and does not transact business with any Prohibited Country. For purposes of this Section, a “company” is any entity whether publicly traded or privately owned capable of affecting commerce, including, but not limited to, a government, government agency, natural person, legal person, sole proprietorship, partnership, firm, corporation, subsidiary, affiliate, franchisor, franchisee, joint venture, trade association, financial institution, utility, public franchise, provider of financial services, trust, or enterprise and any association thereof.

b. Representations and Warranti es of BRS . BRS hereby makes the representations and warranties set forth in this section for the benefit of City and its successors and assigns. BRS shall notify City in writing immediately if BRS becomes aware that any representation or warranty has bec ome untrue or misleading in light of information obtained by BRS after the Effective Date.

i. Authority. BRS is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has been qualified to do business in the State of California, or shall be so qualified on or before the Effective Date. The execution, delivery and performance of this Agreement by BRS have been duly authorized by the requisite action on the part of BRS, and no other author ization or consent is required therefor. No DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

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approvals, authorizations or consents of any public body or any other person or entity (except for those already obtained) are necessary in connection with this Agreement or the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligation of BRS, and is enforceable in accordance with its terms against BRS, subject only to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles affecting or limiting the rights of contracting parties generally.

ii. No Conflict . The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder on the part of BRS do not and will not violate any applicable law, ordinance, statute, rule, regulation, order, decree or judgment, conflict with or result in the breach of any terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge, or encumbrance upon any of the property or assets of BRS by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which BRS is a part or which is or purports to be binding upon BRS or which otherwise affects BRS, which will not be discharged, assumed or released at the Close of Escrow.

iii. Litigation. There are no claims, actions, suits or proceeding continuing, pending or to BRS’ actual knowledge, threatened, which would materially adversely affect BRS’ ability to perform the transaction contemplated by this Agreement.

iv. Bankruptcy. No attachments or execution proceedings and no assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against BRS or concerning any of BRS’ assets, nor are any of such proceedings contemplated by BRS, nor has BRS ever been a debtor under any case commenced under the United States Bankruptcy Code. BRS has not been insolvent for the last one -hundred- twenty (120) days preceding the Effective Date.

v. Financial Capability. BRS is financially able to fully perform hereunder.

vi. Anti-Money Laundering. BRS is in compliance with the requirements of the Order, and other similar requirements contained in the rules and regulations of OFAC, and in any enabling legislation.

vii. Prohibited Transactions. BRS (A) is not listed on the Lists; (B) is not a person who has been determined by competent authority to be subject to the prohibitions contained in the Orders; or ( C) is not or has not engaged in any dealings or transactions with any Forbidden Entity; and ( D) any company that (1) is wholly or partially managed or controlled by a Prohibited Government, (2) is established, organized under, or whose principal place of business is in any Prohibited Country, or (3) has failed to submit an affidavit following request therefore averring that it does not own or control any property or asset in and has not and does not transact business with any Prohibited Country. For purposes of this Section, a “company” is any entity whether publicly traded or privately owned capable of affecting commerce, including, but not limited to, a government, government agency, natural person, legal person, sole proprietorship, partnership, firm, corporation, subsidiary, affiliate, franchisor, franchisee, joint venture, trade association, financial institution, utility, public franchise, provider of financial services, trust, or enterprise and any association thereof.

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c. Survival of Representations. The express representations and warranties made in this Agreement shall survive the Close of Escrow for a period of six (6) months and shall not merge into any instrument or conveyance delivered at the Close of Escrow.

15. Condemnation & Casualty.

a. Condemnation. If before the Close of Escrow, all or any portion of the Subject Property is subject to an actual or threatened taking by a governmental or quasi-governmental entity or public authority, by the power of eminent domain or otherwise, BRS shall have the right, exercisable by giving written notice to City within fifteen (15) days after BRS’ receipt of written notice from City of such taking to either (i) to terminate its obligation to purchase the Subject Property, in which case the Purchase Deposit (less the Nonrefundable. Consideration Payment and Appraisal Fees) shall be immediately refunded to BRS, less any amounts due to Escrow Holder from BRS pursuant to this Agreement, BRS’ obligation to purchase, and City’s obligation to sell, the Subject Property shall terminate (with any unexpended amounts pursuant to the Negotiation Fee or City Cost Security Deposit shall be returned to BRS by City outside of Escrow), and neither Party shall have any further obligation to the other except as otherwise provided in this Agreement, or (ii) to accept the applicable portion of the Subject Property in its then existing condition, in which case, all condemnation awards shall be paid or assigned to BRS. If BRS elects to proceed under clause (ii) above, City shall not compromise, settle or adjust any claims to such condemnation award without BRS’ prior written consent. BRS’ failure to deliver such notice within the time period specified shall be deemed to constitute BRS’ election to terminate its obligation to purchase the Subject Property. In the event that condemnation awards are tendered to BRS under this Section 15(a) and Rescission later occurs or the City exercises a Power of Termination, the proceeds of any condemnation awards shall be returned to City.

b. Casualty. BRS shall have no right to terminate this Agreement in the event of any casualty to the Subject Property or any improvements that may be located on the Subject Property, as BRS is acquiring the Subject Property for development purposes.

16. Default and Remedies.

a. Notice of Default; Opportunity to Cure. Any failure by Party to perform any obligation established by this Agreement (i.e., a pre- or post-closing obligation) or its failure to observe or perform any other provision, covenant or condition of this Agreement shall be a breach of this Agreement, provided that such failure continues for five (5) business days after written notice thereof; provided that if the nature of such breach is such that the same cannot reasonably be cured within a five (5) business day period, the Party alleged to be in breach shall not be deemed to be in default if it diligently commences such cure within such period and thereafter diligently proceeds to rectify and cure such default, but in no event exceeding a period of time in excess of ten (10) calendar days after written notice thereof. In no event shall either Party have the right to cure a pre-Closing default after the Outside Closing Date.

b. Remedies for Defaults.

i. City Pre-Closing Default. In the event of a material pre -closing default by City under this Agreement, BRS shall have either (A) the right to pursue specific performance of DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

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this Agreement, provided that an action for specific performance is filed with the Superior Court for the County where the Subject Property is located within sixty (60) days after City’s alleged default, or (B) the right to terminate this Agreement and recover the Purchase Deposit , less the Nonrefundable Consideration Payment and Appraisal Fees . Any unexpende d amounts pursuant to the Reimbursement Agreement shall be returned to BRS by City outside of Escrow.

ii. BRS Pre-Closing Default. In the event of a material pre -closing default by BRS under this Agreement, City shall have the right to terminate this Agreement, in which case the Purchase Deposit shall be retained by City.

In the event of a post-closing default by City or BRS under any of the agreement(s) outlined in Section 6 of this Agreement, the remedies provided in such agreement(s) shall apply, rather than this Section 16.

17. No Waiver. The waiver by one Party of the performance of any covenant, condition or promise shall not invalidate this Agreement nor shall it be considered a waiver by such Party of any other covenant, condition or promise hereunder. The waiver by either or both Parties of the time for performing any act shall not constitute a waiver of the time for performing any other act or identical act required to be performed at a later time. The exercise of any remedy provided by law and th e provisions of this Agreement for any remedy shall not exclude other consistent remedies unless they are expressly excluded.

18. Construction. As used in this Agreement, the masculine, feminine or neuter gender and the singular or plural numbers shall each be deemed to include the other whenever the context indicates. This Agreement shall be construed as a whole and in accordance with its fair meaning, the captions being for convenience only and not intended to fully describe or define the provisions in the portions of the Agreement to which they pertain. Each Party hereto, and counsel for each Party hereto, has reviewed and revised this Agreement, and the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation or construction of this Agreement. This document shall, in all respects, be governed by the laws of the State of California applicable to agreements executed and to be wholly performed within the State of California. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the Parties have no legal right to contract, the latter shall prevail but the provision of this document that is affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law.

19. No Personal Liability.

a. Without affecting the obligations or liabilities of the entities comprising BRS, no shareholder of BRS or any shareholder, member or equity holder or affiliate of BRS or any of their respective directors, officers, agents, consultants or employees will be personally liable to City for any claim, loss, expense or liability arising from or in connection with this Agreement, and City hereby waives any such liability. This Section 19(a) shall not impact City’s ability to exercise the remedies provided in Section 16(b)(ii) in the event of a breach of this Agreement by BRS prior to the Close of Escrow.

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b. No elected official, officer, agent, consultant or employee of City will be personally liable to BRS for any claim, loss, expense or liability arising from or in connection with this Agreement, and BRS hereby waives any such liability.

20. Merger/Integration. The Parties intend this paragraph to be a conclusive recital of fact pursuant to Section 622 of the California Evidence Code. This Agreement and the exhibits attached hereto supersede any prior agreement, oral or written, including without limitation the ERN, as amended, and contain the entire agreement between the Parties on the subject matter hereof. This Agreement (including the exhibits attached hereto) is intended to be a final expression of the agreement of the Parties and is an integrated agreement within the meaning of Section 1856 of the California Code of Civil Procedure. No subsequent agreement, representation or promise made by either Party hereto, or by or to any employee, officer, agent or representative of either Party shall be of any effect unless it is in writing and executed by the Party to be bound thereby. There are no contemporaneous separate written or oral agreements between the Parties in any way related to the subject matter of this Agreement, with the exception those documents specifically identified herein.

21. Amendments. This Agreement and any modifications, amendments or supplements thereto may be executed in seve ral counterparts, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart. The parties may also deliver executed copies of this Agreemen t to each other by facsimile or electronic mail, which facsimile or electronic mail signatures shall be binding. Any facsimile or electronic mail delivery of signatures shall be followed by the delivery of executed originals.

22. Counterparts. This Agreement may be executed in any number of counterparts and by facsimile. Each such counterpart hereof shall be deemed to be an original instrument but all such counterparts together shall constitute but one agreement.

23. Survival. Subject to any specific limitati ons described in this Agreement, All covenants, agreements, representations and warranties made herein shall survive the execution and delivery of this Agreement, the Close of Escrow, the recording of the Grant Deed conveying the Subject Property to BRS and all deliveries contemplated herein.

24. Computation of Periods . All periods of time referred to in this Agreement shall include all Saturdays, Sundays and State or National holidays, unless the period of time specifies “business days”, in which case such p eriod of time shall exclude Saturdays, Sundays and State and National holidays; provided that if the date or last date to perform any act or give any notice with respect to this Agreement shall fall on a Saturday, Sunday or State or National holiday, such act or notice may be timely performed or given on the next succeeding day that is not a Saturday, Sunday or State or National holiday. For purposes of this Agreement, the phrase “State and National holiday” shall refer to any day in which the Escrow Agent , Title Company and/or the Office of the County Recorder for the County of Solano is/are closed for business.

25. Independent Counsel . EACH PARTY TO THIS AGREEMENT ADMITS,

ACKNOWLEDGES AND REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO

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PARTY’S CHOICE IN CONNECTION WITH THE NEGOTIATION, EXECUTION AND AMENDMENT OF THIS AGREEMENT. EACH PARTY FURTHER ADMITS,

ACKNOWLEDGES AND REPRESENTS THAT IT HAS NOT RELIED ON ANY

REPRESENTATION OR STATEMENT MADE BY ANY OF THE ATTORNEYS AND

REPRESENTATIVES OF THE OTHER PARTY WITH REGARD TO THE SUBJECT MATTER, BASIS, OR EFFECT OF THIS AGREEMENT.

26. Assignment. This Agreement shall not be assignable by BRS without City’s prior written consent, which consent may be grante d or withheld in City’s sole discretion, which may be withheld for any reason or no reason whatsoever. Notwithstanding the above, BRS shall be permitted to assign this Agreement to a member of BRS, an affiliate of BRS, or to a legal entity under common control with BRS (“ Permitted Assignee ”), and need only provide City with notice of such assignment, provided that the Permitted Assignee shall assume BRS’ obligations under this Agreement. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the heirs, personal representatives, successors, and permitted assigns of the Parties, and each of them.

27. No Obligation to Third Parties . Except as expressly set forth in this Agreement, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate either of the Parties hereto, to any person or entity other than each other.

28. Legal Fees. If either BRS or City brings any action, arbitration or suit against the other for any matter relating to or arising out of this Agreement, then the prevailing party in such action or dispute, whether by final judgment or settlement and including any appeals, shall be entitled to recover from the other party all costs and expenses of suit, including reasonable attorneys’ fees and expert witness fees. Any judgment or order entered in any final judgment shall contain a specific provision providing for the recovery of all costs and expenses of suit, including reasonable attorneys’ fees incurred in enforcing, perfecting and executing such judgment.

29. Tax Deferred Exchange. The Parties agree to cooperate with each other in effecting a tax-deferred exchange or exchanges under Internal Revenue Code Section 1031; provided, however, that (a) consummation of this Agreem ent is not predicated or conditioned on an exchange, (b) the Close of Escrow shall not be delayed due to any exchange, (c) any rights of the non-exchanging Party pursuant to this Agreement shall not be impaired due to any exchange requested by the other Pa rty, (d) the non-exchanging Party shall incur no additional costs, expenses or liabilities as a result of or in connection with any exchange requested by the other Party except those incurred in connection with the non-exchanging Party’s review of customary exchange documentation, and (e) the non-exchanging Party shall not be required to take title to any other property in connection with any exchange requested by the other Party. Subject to the foregoing, the Parties agree to execute customary escrow instructions, documents, agreements, or instruments to effect an exchange. Each Party agrees to indemnify, defend and hold the other Party free and harmless from and against any liability, loss, damage, cost or expense (including, without limitation, reasonable attorneys’ fees, costs and expenses) that may arise from the indemnifying Party’s exchange.

30. Broker. BRS and City each represent and warrant that no broker, salesman or finder has been engaged by it in connection with any of the transactions contemplated by this Agreement or, to its knowledge, is in any way connected with any of such transactions. In t he event of any other claim for broker’s, consultant’s or finder’s fees or commissions in connection with the negotiation, DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

Page 24 ends

execution or consummation of this Agreement, then BRS shall indemnify, save harmless and defend City from and against such claim if it shall be based upon any statement, representation or agreement made by BRS; and City shall indemnify, save harmless and defend BRS from and against such claim if it shall be based upon any statement, representation or agreement made by City.

31. Confidentiality.

a. Any information provided by BRS to City, including pro formas and other financial projections (whether in written, graphic, electronic or any other form), that is clearly marked as “CONFIDENTIAL PROPRIETARY INFORMATION” (“Confidential Information”) shall be subject to the provisions of this Section 31. Subject to the terms of this Section, City shall use good faith diligent efforts to prevent disclosure of the Confidential Information to any third parties, except as may be required by the California Public Records Act (Government Code Section 6253 et seq.) or other applicable local, state or federal law (collectively, “Public Disclosure Laws”). Notwithstanding the preceding sentence, City may disclose Confidential Information to its officials, employees, agents, attorneys and advisors, but only to the extent necessary to carry out the purpose for which the Confidential Information was disclosed. BRS acknowledges that City has not made any representations or warranties that any Confidential Information received from BRS will be exempt from disclosure under any Public Disclosure Laws. In the event of a request to City for disclosure of any Confidential Information, City shall immediately advise BRS of such request in order to give BRS the opportunity to object to the disclosure of such Confidential Information. To the extent City’s legal counsel, after consultation with BRS, determines· that the release of the Confidential Information is required by Public Disclosure Laws, or order of a court o f competent jurisdiction, City shall notify BRS of City’s intention to release the Confidential Information. If the City Attorney, in his or her discretion after consultation with BRS, determines that only a portion of the requested Confidential Information is exempt from disclosure under the Public Disclosure Laws, City may redact, delete or otherwise segregate the Confidential Information that will not be released from the non -exempt portion to be released.

b. BRS acknowledges that in connection with City Council’s consideration of this Agreement, City will need to present a summary of anticipated project revenues, and returns on cost and investment. City and BRS shall cooperate in the preparation of any such summary.

c. If any litigation is filed seeking to m ake public any Confidential Information, City and BRS shall cooperate in defending the litigation, and BRS shall pay City’s reasonable out -of- pocket costs of defending such litigation and shall indemnify City against all costs and attorneys’ fees awarded to the plaintiff in any such litigation as well as City staff or City Attorneys’ office costs. City shall use good faith diligent efforts to prevent disclosure of the Confidential Information to any third parties, subject to Public Disclosure Laws. Alternatively, BRS and the City may jointly elect to disclose the Confidential Information rather than defend the litigation. The Parties’ obligations under this Section 31 shall survive the expiration or termination of this Agreement.

d. The restrictions set forth herein shall not apply to Confidential Information to the extent such Confidential Information: (i) is now, or hereafter becomes, through no act or failure to act on the part of City or its representatives, generally known or ava ilable; (ii) is known by City at the time of receiving such information as evidenced by City’s public records; (iii) is hereafter furnished to City by a third party, as a matter of right and without restriction on disclosure; (iv) is independently DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

Page 25 ends

developed by City without any breach of this Agreement and without any use of or access to BRS’ Confidential Information as evidenced by City’s records; (v) is not clearly marked “CONFIDENTIAL/PROPRIETARY INFORMATION” as provided above (except where BRS notifies City in writing, prior to any disclosure of the Confidential Information, that omission of the “CONFIDENTIAL/PROPRIETARY INFORMATION” mark was inadvertent), or (vi) is the subject of a written permission to disclose provided by BRS to City.

The obligations established by this Section 31 shall survive the Close of Escrow.

32. Notices. Any notice, request, demand, or other communication given with reference to this Agreement shall be in writing, shall reference this “ Purchase and Sale Agreement and Joint Escrow Instructions” and shall be delivered personally, by overnight courier or by First Class mail, correctly addressed as follows, or to such other address(es) of which a Party may from time to time provide notice, in accordance with this paragraph:

TO CITY:

City of Vallejo
Attn: City Manager
555 Santa Clara Street
Vallejo, CA 94590
City of Vallejo
Attn: Economic Development Manager
555 Santa Clara Street
Vallejo, CA 94590
TO BRS:

Blue Rock Springs, LLC
c/o Lewis Management Corp.
1156 North Mountain Avenue
P.O. Box 670
Upland, CA 91786
Blue Rock Springs, LLC
c/o Lewis Management Corp.
9216 Kiefer Blvd.

Sacramento, CA 95826
COPY TO:

City of Vallejo
Attn: City Attorney
555 Santa Clara Street
Vallejo, CA 94590
COPY TO:

Corie A. Edwards
Reuben, Junius & Rose, LLP
One Bush Street, Suite 600
San Francisco, CA 94104
A copy of any Notice given by BRS or City to the other prior to the Close of Escrow shall also be given to Escrow Holder as above provided. Notices so submitted shall be deemed to have been given (a) on the date personally served, if by personal service, (b) on the date of confirmed dispatch, if by electronic communication or facsimile, or (c) upon the business day that delivery is confirmed by certified U.S. mail or overnight courier service. The addresses and addressees, for the purpose of this Section, may be changed by giving written notice of such change in the manner herein provided for giving notice. Unless and until such written Notice of change is received, the last address and addressee stated by written Notice, or provided herein if no such written Notice of change has been received, shall be deemed to continue in effect for all purposes hereunder. BRS and City hereby agree that notices may be given hereunder by the parties’ respective counsel and that, if any communication is to be given hereunder by BRS’ or City’s counsel, such counsel may communicate directly with all principals as required to comply with the provisions of this Section.

DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

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The following are the Exhibits to this Agreement:

Exhibit Title
A Legal Description – City Property
B Syar Agreement
C-1 through C-3 Legal Descriptions – Subject Property
D Due Diligence Materials
E Form of Grant Deed
F Form of General Assignment
[SIGNATURES FOLLOW]
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date and year first above written.

THE CITY OF VALLEJO
a municipal corporation
_____________________________________
By: Michael Malone
Its: City Manager

BLUE ROCK SPRINGS, LLC
a Delaware limited liability company
By: LEWIS MANAGEMENT CORP.,
a Delaware corporation
Its: Manager
_______________________________
By: John Goodman
Its: Chief Executive Officer and
Executive Vice President
ATTEST:
_____________________________________
By: Dawn Abrahamson
Its: City Clerk
APPROVED AS TO CONTENT:
_____________________________________
By: Gillian Hayes
Its: Assistant City Manager
APPROVED AS TO FORM:
_____________________________________
By: Veronica A. F. Nebb
Its: City Attorney
APPROVED AS TO INSURANCE:
_____________________________________
By: Armond Sarkis
Its: Risk Manager
[EXHIBITS TO BE ATTACHED]
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Randy J. Risner For
Terrance
Davis acting
City Manager

Exhibit A
Legal Description – City Property
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit B Purchase and Sale Agreement and Joint Escrow Instructions Exhibit B
Syar Agreement
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 1 SETTLEMENT AND RELEASE AGREEMENT
This Settle
ment and Release Agreement ("Agreement") is entered into effective August 1, 2022 (“Effective Date”), by and among SYAR INDUSTRIES, INC. ("Syar"), the CITY OF VALLEJO ("City"), and BLUE ROCK SPRINGS, LLC (“Developer”). Syar, the City, and Developer are each individually referred to as "Party" and collectively referred to as "Parties."

RECITALS

WHEREAS
, Syar is the record owner of that certain real property located immediately east of the City, in the unincorporated area of Solano County which property consists of APN 0181-190-060 and portions of 181-210-030 and 181-220-040 (“Syar Property”). Syar owns and operates the Lake Herman Quarry (hereafter the “Quarry”), which includes an active quarry pit, an asphalt plant, a rock processing plant, a concrete batch plant, and other related operations authorized under a Land Use Permit from the County of Solano and located on the Syar Property (collectively the “Quarry Operations”); and
WHEREA
S, City is the record owner of that certain real property consisting of approximately 225 acres of land located adjacent to the Syar Property consisting of APNs 0081-040-100; and 0081-040-110; and 0081-040-880; and 0081-191-010; and 0181-190-010; and 0181-190-070; and 0182-040-080,
which is more particularly described in Exhibit A, attached hereto and incorporated herein by reference (the “City Property”); and

WHEREAS,
City owns and operates on the City Property the Blue Rock Springs Golf Course, which consists of two 18-hole courses, and associated structures (“Blue Rock GC”); and

WHEREAS,
a portion of Blue Rock GC is located upon land that was the donated to the City by Syar pursuant to a Donation Agreement as referenced below; and

WHEREAS,
a portion of Columbus Parkway and a portion of Lake Herman Road, within the City limits of the City of Vallejo, are designated as truck routes pursuant to City Resolution No. 10-294 N.C.; and

WHEREAS,
on November 6, 1990, City and Syar entered into that certain Agreement Pertaining to Site Preparation for Expansion of the Blue Rock Springs Golf Course and Improvements to Columbus Parkway and Lake Herman Road, which was amended on May 20, 1991 (“Site Preparation Agreement”); and
WHEREA
S, on November 6, 1990, City and Syar entered into that certain Agreement Pertaining to the Donation of Land for the Expansion of the Blue Rock Springs Golf Course (“Donation Agreement”); and

WHEREAS,
on December 4, 2014, the County of Solano (“County”) granted to Syar Land Use Permit No. U-08-09 and Reclamation Plan No. RP-08-01 (“Quarry Permit”). Said Quarry Permit was subject to a Mitigation Monitoring Plan and conditions of approval (“Conditions”) outlined in the Quarry Permit. The Quarry Permit is valid until December 4, DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 2 2049, and Syar is permitted to apply to the County for an extension of the term of the Quarry Permit at least 6 months prior to its expiration. Syar is required to submit compliance reporting information to the County by October 1 of each year; and WHEREAS, on August 8, 2017, City issued a Request for Qualifications (“RFQ”) for the “Revitalization of Two 18-Hole Golf Cour ses and 225 Acres at Blue Rock Springs Municipal Golf Course through a Public-Private Partnership, Management, Lease o r Other Agreement.” The RFQ identified three goals for any revitalization project: (1) fund the design, renovation, and restoration of Blue Rock in a manner that allows for it to operate as an aff ordable public course but independent of subsidies from City; (2) fund the development of a new or renovated multi- use clubhouse and associated facilities serving both the golf cour se and the local community; and (3) preserve or improve the existing aesthetics, quality, property values, environment and views of the surrounding neighborhoods; and
WHEREAS, on N
ovember 18, 2018, Developer’s predecessor-in-interest, the Greg Norman Golf Course Design Company, LLC, submitted a proposal in response to the RFQ, to City to develop on the City Property one 8-hole Greg Norman Signature golf course and associated improvements and a new subdivision consisting of 615 residential units ("Project"); and
WHEREAS, Sya
r contends that the Project has substantial potential to create significant environmental impacts, including land use compatibility problems because the Project proposes placing residential housing within one half mile of the Quarry and the activities permitted by the Quarry Permit; and
WHEREAS, on February 19, 2020, Syar submitted to the City the “C ity of Vallejo Par ks, Recreation, and Open Space Protection Initiative”. Presently, such initiative is scheduled to be considered by the voters on the November 3, 2022 ballot (“Initiative”); and
WHEREAS, on June
2, 2020, Syar sent a letter to the City (pursuant to Gov. Code, §§ 910, 910.2 & 910.4) alleging that by “carrying out this Project in its current form, the City will violate the terms of the Site Preparation and Donation Agreements” (“Claim”); and WHEREAS, Ci
ty disputes both the legality/validity of the Initiative and the allegations of the Claim; and

WHEREAS, O
n December 23, 2020, Syar and City entered into a Tolling Agreement to toll any applicable statute of limitations arising out of the Site Preparation Agreement or the Donation Agreement, which will expire at 11:59 p.m. on May 31, 2022; and WHEREAS, Developer has prepared a revised proposal to rel ocate the residential subdivi
sion component of the Project to the west side of Columbus Parkway and to designate an area of the Project Site between the Quarry and the subdivision to serve as a buffer, provided Syar withdraws its opposition to the Project and withdraws the Initiative; and DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 3 WHEREAS, neither the City nor the De veloper has submitted any application for any project related to the Golf Course for approval or consideration by the City, and City has not commenced environmental review for any proposal to redevelop the City Property; and WHEREA
S, City is willing to enter into an agreement confirming that the Site Preparation Agreement and Donation Agreements remain in effect. City is further willing to: (1) permit the submission of an application by Developer which includes a designation of an area of the City Property between the Quarry and Columbus Parkway as a buffer zone between new development, and the Quarry; and (2) agree to the recordation of a Collaborative Use Easement providing notice of the Quarry and its operations to all land uses within the easement area provided that Syar withdraws the Initiative and releases the Claim and all other legal claims against the City and provided that the Project, as revised, is ultimately approved.

NOW, THERE
FORE, in consideration of, and in return for, the promises and covenants undertaken in this Agreement by the Parties, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:

TERMS

1. All of the
foregoing recitals are hereby incorporated by this reference.

2. The City a
cknowledges the existence of the Site Preparation and Donation Agreements and that such agreements remain in full force and effect as of the Effective Date of this Agreement.

3. Developer
agrees that Developer will submit development applications (“Development Applications”) for a revised project (“Revised Project”). The Revised Project shall comply with and be supported by a land plan which shall illustrate the placement, location, and design of structures and associated outdoor facilities for which the Developer will submit applications for development proposed to be constructed upon the City Property. Such applications of Developer shall be in substantial conformance with the Land Plan and the Buffer Zone attached hereto as Exhibits B (“Land Plan”), Exhibit C (“Buffer Zone”), and Exhibit D (Buffer Zone Legal Description) incorporated herein by reference. The terms of this Agreement that apply to or contemplate the aforesaid Development Applications shall also apply to and contemplate any applications submitted by Developer subsequent to any approval of the Revised Project seeking, for instance, a modification of the Revised Project.

3.1. The Par
ties understand and agree that City retains both its authority as the owner of the City Property and its land use authority as a municipality and charter city and may approve or deny a Purchase and Sale/ Disposition Agreement relating to any portion of the City Property and may likewise, approve, approve with conditions, or deny the Revised Project.

DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 4 3.2. If the Revised Project is approved, and the City Property or a portion thereof is transferred to the Developer, all development on the City Property constructed by the Developer, or any successor thereto, shall be consistent with the Land Plan & Buffer Zone, both of which shall apply to the City Property for the term of the Quarry Permit and any extension to the Quarry Permit as may be approved by Solano County in the future, unless earlier terminated by the Parties, in writing.

3.3. In th
e event that the Developer abandons the Revised Project before it is built, withdraws its Development Applications, or otherwise abandons the Revised Project before the City has decided whether to approve or deny the Revised Project, or in the event that the City approves the Revised Project but does not transfer the City Property to the Developer, the Buffer Zone shall apply to any future development of that portion of the City Property depicted in Exhibit C and described in Exhibit D, attached hereto and incorporated herein by reference (“Buffer Zone”) for the term of the Quarry Permit and any extension to the Quarry Permit as may be approved by Solano County in the future.

3.4. In the e
vent that the Developer abandons the Revised Project before construction thereof, but after approval of the Revised Project, and before transfer of the City Property to the Developer, or in the event that the City approves the Revised Project but does not transfer the City Property to the Developer, the Land Plan shall apply to any future development of the City Property either (1) for a term of 10 years from date of such abandonment, withdrawal, or any City decision not to transfer the City Property to the Developer; (2) for the term of the Quarry Permit and any extension to the Quarry Permit as may be approved by Solano County in the future; or (3) until cessation of use of the Quarry Property pursuant to the approved Quarry Permit (or any extension thereof) for a period of 365 Days, whichever is less. Said 10-year period may be extended upon the mutual written agreement of City and Syar. Notwithstanding the forgoing terms applicable to the Land Plan in Exhibit B, the Buffer Zone provisions referenced in Section

3.3, described in Section 3.5 and depicted in Exhibit C and Exhibit D shall apply continuously for the term of the Quarry Permit and any extension thereto.

3.5. The Bu
ffer Zone as depicted in Exhibit C and described in Exhibit D affects future residential and commercial development within one-half mile of the Quarry Area throughout the term of the Quarry Permit and any extension to the Quarry Permit as may be approved by Solano County in the future. Specifically, (a) the maximum development footprint for residential uses within the one-half mile radius of the Quarry Area is depicted as the orange area shown on the Buffer Zone map (Exhibit C). (b) the maximum development footprint for commercial uses within the one-half mile radius of the Quarry Area is depicted as the red area shown on the Buffer Zone map (Exhibit C); (c) No residential uses shall be allowed east of Columbus Parkway but are not excluded from the orange area west of Columbus Parkway; and (d) Any future clubhouse east of Columbus Parkway shall be within 300 feet of the Parkway and no further north DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 5 than the existing clubhouse. The Buffer Zone shall not in any way preclude outdoor golf uses.

4. Syar, City a
nd Developer shall negotiate and enter into a collaborative use easement, which shall, conditioned upon and concurrent with the transfer of any portion of the City Property to Developer or any other party, be recorded in the Official Records for Solano County, and which shall be appurtenant to the Syar Property and encumber the portion of the City Property described in Exhibit E, attached hereto and incorporated herein by reference (“Easement Area”). The easement shall substantially comply with the form of easement appended to this Agreement as Exhibit F, attached hereto and incorporated herein by reference (“Easement”). The Easement shall include the following material terms:

4.1.1. The Eas
ement shall provide that for so long as the Quarry and/or Quarry Operations are permitted and actually operated on the Syar Property, noise, dust, odor, vapors, vibration, illumination, and all other effects arising from operation under the Quarry Permit and as identified in the Environmental Impact Report supporting the Quarry Permit (or some combination thereof) shall be permitted to pass over the Easement Area, provided that such activities are in compliance with the Quarry Permit and all applicable laws and environmental restrictions.

4.1.2. The Eas
ement shall terminate at such time as the legally permitted Quarry operations cease and/or the Quarry Permit expires, whichever occurs first, which easement termination/expiration shall be documented by a Quitclaim Deed executed by the Parties, acknowledged, and recorded in the Official Records.

4.1.3. The E
asement described herein shall be appurtenant to, and shall pass with title to the Syar Property, and shall burden, and shall pass with title to, the portion of the City Property containing the Easement Area.

Each and all of the covenants, conditions and restrictions contained in the Easement: (i) shall run with the land; (ii) shall be binding upon, and shall inure to the benefit of the Parties, each owner and any person having or acquiring any interest in any portion of the City Property, containing the Easement Area or the Syar Property, and all of their respective heirs, successors, and assigns; and (iii) shall be binding upon the City Property or portion thereof, containing the Easement Area and the Syar Property.

4.1.4. Nothing in t
he Easement shall be construed to change or modify
the existing location of the boundary between the City Property and the Syar Property. Any change to such boundary, or lot line adjustment shall be accomplished only in compliance with the Subdivision Map Act or other applicable statutory scheme.

DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 6 4.1.5. An agreed form of disclosure to future residential owners, if any, of any portion of the City Property shall be appended as an exhibit to the Easement (“Disclosure”), together with a copy of the staff report and Quarry Permit, which Disclosure shall be provided to prospective purchasers or tenants of any residential property located within the Easement Area.

4.1.6. In the e
vent the Revised Project is approved for any combination of residential and commercial development, conditions of approval for the Project shall (i) identify the Easement and Disclosure as documents that shall be disclosed by Developer to prospective purchasers and tenants of the residential properties and purchasers and lessees of commercial properties in the Easement Area, and subsequent purchasers, tenants, or lessees of all of the foregoing, and (ii) require the recordation of the Easement prior to execution of a commercial lease or recordation of a subdivision map by Developer.

4.1.7. Nothing
in the Easement shall limit the exercise of City’s police powers concerning health and safety issues.

5. The City a g
rees that, consistent with the Site Preparation Agreement, in the event the Revised Project is approved by the City and actually constructed by Developer, City will undertake or cause to be undertaken the noticing and operational provisions relating to the Golf Course portions of the Revised Project as set forth in Exhibit H, attached hereto and incorporated herein by reference.

6. This Agre
ement shall not compel City to approve the Revised Project, or any other real estate development project based on the Development Applications and shall not compel Developer to pursue a Development Application, acquire any portion of the City Property, or perform any real estate development or construction activities based on the Development Applications and/or Land Plan. Rather, this Agreement provides only that if a Development Application is submitted by Developer for residential development on any portion of the City Property, such development shall be consistent with the Land Plan and the Buffer Zone. Notwithstanding anything else in this Agreement, if the City approves development inconsistent with the Land Plan and the terms of this Agreement, Syar shall not be bound by the terms of this Agreement; the terms of Sections 17 and 18 shall not apply and shall be deemed void ab initio; all applicable statutes of limitation shall be tolled during the time during which the entire Agreement was in full force and effect; and Syar may submit and pursue a new initiative, which new initiative may the same or substantially similar to the Initiative.

7. The Parti
es acknowledge that this Agreement is not a project within the meaning of Public Resources Code Section 21065 because it is not an activity that has the potential for resulting in either a direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment. Rather, this DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 7 Agreement is intended to define the terms under which a project within the City Property may be applied for by Developer, and to outline some of the components of any proposed project Developer and Syar agree shall be included in the detailed project description prepared for the Revised Project and the Development Applications that may be submitted to City for consideration of approval of the Revised Project.

8. In response t
o any Development Applications submitted to City, City shall prepare a comprehensive environmental review document for the Revised Project that complies with CEQA.

9. To comply wi
th CEQA and give the public the opportunity to be aware of the environmental consequences of the Revised Project, and to fully participate in the CEQA process, the Parties acknowledge that City has no obligation to consider the Revised Project unless and until the CEQA environmental review process and any other public review and hearing processes have been completed, subject to all applicable laws, rules, regulations and governmental approvals. Consistent with the provisions of this Agreement, including the Land Use and the Buffer Zone, City shall retain discretion in accordance with applicable law before action on the Revised Project is taken by the City to (i) identify and impose mitigation measures to mitigate significant environmental impacts, (ii) select other feasible alternatives to avoid significant environmental impacts, (iii) balance the benefits of the Revised Project against any significant environmental impacts prior to taking final action if such significant impacts cannot otherwise be avoided, or (iv) determine not to proceed with the Revised Project.

10. For the avoi
dance of doubt, this Agreement shall not obligate or commit City to undertake (i) an acquisition of land, (ii) a disposition of land, or (iii) any other act or activity requiring the subsequent independent exercise of discretion by City. No agreement drafts, actions, deliverables, or communications arising from the performance of this Agreement shall impose any legally binding obligation on City to sell any portion of the City Property or be used as evidence of any oral or implied agreement by either City to enter into any other legally binding agreement with Developer or otherwise.

11. This Agre
ement does not limit in any way the discretion of City in acting on any applications for required permits or approvals for the Revised Project or any portion thereof, that may be applicable to the City Property, including the anticipated scope of the public improvements that may be associated with the Revised Project, provided however, that any such action by the City is consistent with the terms of this Agreement and its Land Use and Buffer Zone. The Parties acknowledge that compliance with CEQA will be required in connection with consideration of such permits and approvals required for the Revised Project or any portion thereof, including but not limited to development of any portion of the City Property, and that City shall retain the discretion in accordance with CEQA and other applicable law before taking action on any such permits or approvals to (i) adopt or certify an DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 8 environmental analysis of the Revised Project or any portion thereof, prepared in accordance with CEQA, (ii) identify and impose mitigation measures to mitigate significant environmental impacts, including the anticipated scope of required public improvements on the Revised Project, (iii) select other feasible alternatives to avoid significant environmental impacts, including the “no project” alternative, (iv) adopt a statement of overriding considerations in accordance with Public Resources Code Section 21081(b) relative to any significant environmental impacts of the Revised Project or any portion thereof, prior to taking final action if such significant impacts cannot otherwise be avoided, or (v) determine not to proceed with Revised Project or any portion thereof. Any action taken by City in the exercise of its discretion relating to any analysis required by CEQA or on any application for a permit or approval required to develop and construct the Revised Project or any portion thereof, shall not constitute a default or a breach of the terms of this Agreement by City, provided that such action is consistent with the terms of this Agreement and its Land Use and Buffer Zone.

12. Within 5 cal
endar days of the Effective Date, Syar shall withdraw the City of Vallejo Parks, Recreation, and Open Space Protection Initiative and the Claim, and all other legal claims, if any, and Syar shall not put forward, sponsor, or financially support a similar initiative in the future.

13. In the eve
nt the Revised Project is approved, and from and after such time as the first certificate of occupancy is issued for any component of the Revised Project, Syar shall limit blasting events to weekdays unless it reasonably determines within the limits of the Quarry Permit that emergency conditions require aggregate production with blasting on a twenty-four (24) hours per day, seven (7) days per week schedule (e.g., the collapse of State Highway 680 or other emergencies as defined by the County of Solano, the State of California, or other agency with jurisdiction). For the avoidance of doubt, general market conditions and demand for the production of construction aggregates and /or associated products shall not constitute emergency conditions.

14. Syar shall dona
te to Developer, in kind, a total of One Million Dollars ($1,000,000) worth of aggregate base rock material over four years to be used in connection with implementation of the Revised Project. The value of said donation shall not exceed Two Hundred and Fifty Thousand Dollars ($250,000) in any calendar year beginning in 2022. The materials donated will be ¾” Class 2 Virgin Base Rock, 3” Minus (Black) and Pipe Bedding. The value of the materials shall be determined by the list price of SYAR in effect at the time of the delivery of materials.

15. Syar shal
l affirmatively support the Revised Project and not oppose residential development on the City Property, including without limitation the filing of, sponsorship of, or participation in a lawsuit filed under CEQA, provided that such development is consistent with the requirements of this Agreement, including the Land Plan and Buffer Zone. The terms of this Section do not apply to any project alternatives or other development proposals submitted during administrative DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 9 proceedings for the Revised Project that are inconsistent with the Land Plan or Buffer Zone, and Syar may oppose such alternatives or other development proposals without limitation.

16. City and De
veloper shall not oppose, delay, or otherwise object to any application that may be made by Syar to the County regarding a future expansion of the Quarry, provided however, that such expansion does not extend westerly of a north-south longitudinal line intersecting the westernmost point on the boundary of the Expanded Quarry Area from the 2014 Use Permit as shown in Exhibit G, attached hereto and incorporated herein by reference.

17. Except as
to such rights or obligations as provided herein and as otherwise provided in this Agreement, the Parties and each of their representatives, agents, principals, partners, affiliates, joint venturers, attorneys, administrators, executors, successors and assigns hereby unconditionally release, acquit and forever discharge the other Parties, and each of their representatives, agents, principals, partners, affiliates, joint venturers, attorneys, administrators, executors, successors and assigns from any and all claims, including the Claim, and any and all demands, injuries, actions, causes of action, either at law or in equity, or of any kind, nature, or description, known or unknown, which any of them has had or now has against any other Party upon or relating, directly or indirectly, to the facts and legal issues regarding the matters contained herein.

18. The Part
ies hereto specifically and knowingly waive all rights any of them have or may have pursuant to California Civil Code section 1542, which states as follows:
“A general
release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
The Parti
es represent and warrant that they have been advised by their respective attorneys of the meaning of Section 1542 of the California Civil Code, and the implications of waiving the protections thereof.

19. Any disputes
between the Parties concerning any alleged breach of this Agreement shall be subject to the dispute resolution procedures set forth below. The Parties covenant and agree that, if any Party believes another Party is in violation of one or more terms of this Agreement, the Party shall provide written notice to all other Parties specifying the actions or inactions it deems to be in violation of this Agreement. Within thirty (30) days of receipt of such notice, the Party or Parties subject to the notice shall respond to the notice in writing. If the Parties still dispute compliance with this Agreement after completing the notice process, the Parties shall meet and confer in a good faith attempt to resolve their dispute within 30 days.

DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 10 20. If the Parties cannot informally resolve the dispute pursuant to the procedures set forth immediately above, any Party may seek relief in Solano County Superior Court.

In the event any Party files a complaint to enforce its rights under this Agreement, the relief the reviewing court is empowered to award is limited to injunctive relief requiring the Parties to take the relevant action(s) specified in this Agreement, and each party shall bear its own attorney’s fees and costs incurred in such a proceeding.

21. This Agre
ement shall be interpreted under the laws of the State of California. The Parties hereto agree that money damages may be an inadequate remedy for any breach (or threatened breach) of this Agreement and agree that the same may be enforced by a preliminary or permanent, mandatory, or prohibitory injunction, by a decree of specific performance, or other such order or decree of a court of competent jurisdiction. Each Party to this Agreement waives and releases any claim or defense that any term hereof is not enforceable and acknowledges that it is estopped to challenge the enforceability of any of its provisions.

22. Each of the
persons signing this Agreement on behalf of an entity represents and warrants that he or she has actual authority and capacity to execute this Settlement and Release Agreement on behalf of the entity and to bind it to all the terms hereof.

23. This Agre
ement is entered into and is to be performed in Solano County, California and shall be governed and construed in accordance with the laws of the State of California and is binding upon the Parties.

24. The Parti
es and their respective counsel have carefully and fully read and reviewed this Agreement. The Parties hereby represent that the contents of this Agreement are understood and agree that this Agreement is binding on each Party or its respective members, representatives, predecessors, successors, and assigns and as described herein. This Agreement is entered into voluntarily, free of undue influence, coercion, duress, menace, or fraud of any kind. No Party, nor any member, officer, agent, employee, representative, or attorney of or for any Party, has made any statement or representation to another Party regarding any fact relied upon in entering this Agreement, and no Party to this Agreement is relying upon any statement, representation, or promise another Party, nor of any member, officer, agent, employee, representative, or attorney of or for another Party, in executing this Agreement or in making the settlement provided herein, except as expressly stated in this Agreement.

25. The provisi
ons of this Agreement comprise all the terms, conditions, agreements, and representations of the Parties respecting the matters herein described. This Agreement may not be altered or amended, and no provision hereof may be waived, except by written agreement executed by the Parties, or their representative if notice of counsel is given, to be bound. The Parties hereby agree that the terms of this Agreement have not been changed, modified, or expanded by any oral agreements or representations entered into or made prior to or at the execution of this Agreement.

DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 11 26. This Agreement may be executed in multiple counterparts, each of which shall evidence one and the same document.

27. This Agre
ement may be modified only by express written consent of all Parties to this Agreement.

28. This Agre
ement, and each of its provisions, including all representations, warranties, and promises contained herein, binds, and inures to the benefit of the Parties, and each of their respective representatives, officers, directors, partners, heirs, executors, assigns, present and future affiliates, subsidiaries, predecessors and successors in interest whether by merger, consolidation, or otherwise, as well as their respective representatives, agents, and administrators, past, present, and future.

29. This Agre
ement and its terms shall inure to the benefit of and be binding upon each of the Parties hereto and each and all of their respective representatives, successors, assignees, buyers, grantees, vendees, or transferees with respect to the Project or any portion of the Project, and shall survive the transfer of the property upon which any components of the Project are located to any entity that acquires title to such property whether by sale, lease or other transfer, or contribution to partnership, joint venture or any other entity.

30. The invali
dity or unenforceability of any provision of this Agreement shall in no way affect the validity or enforceability of any other provision. If, in any action before any court or other tribunal of competent jurisdiction, any term, restriction, covenant, or promise is held to be unenforceable for any reason, then such term, restriction, covenant, or promise shall be deemed modified to the extent necessary to make it enforceable by such court or other tribunal. Any such modification or amendment in any event shall apply only with respect to the operation of this Agreement in the particular jurisdiction in which such adjudication is made. If the Agreement cannot be modified to make it enforceable by such court or other tribunal then, notwithstanding anything else in this Agreement, the Party denied the benefit of such term, restriction, covenant, or promise may enforce any and all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations, costs, expenses, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands contemplated in Sections 17 and 18 of this Agreement, including the Claim, and all applicable statutes of limitation shall be tolled during the time during which the entire Agreement, consistent with the above, was in full force and effect. Under the aforesaid circumstances and to the extent Syar is denied the aforementioned benefits, Syar may pursue a new Initiative which new initiative may the same or substantially similar to the Initiative.

31. Except as
otherwise expressly stated herein, all notices, requests, demands and other communications (collectively, “Notice”) which the Parties are required or desire to serve upon or deliver to the other party shall be in writing and shall be given by nationally recognized overnight courier, by certified United States mail, return receipt DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 12 requested, postage prepaid, addressed as set forth below, or by electronic mail addressed as set forth below:

SYAR: Paul Ahe
rne
Counsel for Syar Industries, Inc.

PO Box 2540
Napa, CA 94558
paherne@syar
.com
CITY: City Ma
nager
555 Santa Clara Street
Vallejo, CA 94590
Veronica A.

F. Nebb
City Attorney
555 Santa Clara Street
Vallejo, CA 94590
Veronica.N
[email protected]
DEVELOPER:

Blue
Rock, LLC
c/o Jeb Elmore
Vice President - Acquisitions
Lewis Management Corp.
9216 Kiefer Blvd.

Sacramento, CA 95826
[email protected]

The foregoing a
ddresses may be changed by Notice given in accordance with this paragraph. Any Notice sent by certified mail shall be deemed received on the date shown in the proof of delivery. Any Notice sent by electronic mail shall be deemed received upon electronic transmission thereof provided that the sender does not receive electronic notice of non-delivery.

Any Notice sent by overnight courier service shall be deemed received on the day of actual delivery as shown by the confirmation of delivery by the messenger or courier service. If the date of receipt of any Notice to be given hereunder falls on a weekend or legal holiday, then such date of receipt shall automatically be deemed extended to the next business day immediately following such weekend or holiday for purposes of calculating time periods commencing upon the date of service.

DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 13 By: _________________________________
Dated: ____________, 2022
BLUE

ROCK SPRINGS, LLC
By: _________________________________
Douglas Mull
Its: Authorized Signatory
Dated: ____________, 2022 CITY OF VALLEJO,
A Municipal Corporation
By: _________________________________
Michael Malone
City Manager
Approved as to form:

By: _________________________________

Veronica A. F. Nebb
City Attorney
(City Seal)
ATTEST:

By: ________________________
Dawn Abrahamson
City C
lerk
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement effective as of the date written above.

SYAR INDUSTRIES, INC.

James M. Syar
Chief Executive Officer
Dated: ____________, 2022
DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 7/29/2022
7/29/2022
8/1/2022
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

EXHIBIT A
[Insert legal de
scription of City Property, consisting of APNs 0081-040-100; 0081-040-110; 0081-040-880; 0081-191-010; 0181-190-010; 0181-190-070; and 0182-040-080 in a format acceptable for recording.]
DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

EXHIBIT B
Land Plan

1. The Land Plan shal
l include a buffer zone, as depicted in Exhibit C to maintain separation between the Quarry and all other future development. The Buffer Zone as depicted in Exhibit C and described in Exhibit D affects future residential and commercial development within one-half mile of the Quarry Area throughout the term of the Quarry Permit and any extension to the Quarry Permit as may be approved by Solano County in the future. Specifically, (a) the maximum development footprint for residential uses within the one-half mile radius of the Quarry Area is depicted as the orange area shown on the Buffer Zone map (Exhibit C). (b) the maximum development footprint for commercial uses within the one-half mile radius of the Quarry Area is depicted as the red area shown on the Buffer Zone map (Exhibit C); (c) No residential uses shall be allowed east of Columbus Parkway but are not excluded from the orange area west of Columbus Parkway; and (d) Any future clubhouse east of Columbus Parkway shall be within 300 feet of the Parkway and no further north than the existing clubhouse. The Buffer Zone shall not in any way preclude outdoor golf uses.

2. There shall
be no residential development on the east side of Columbus Parkway; residential development may be accommodated within the Buffer Zone. west of Columbus Parkway.

3. Any clubhouse th
at is to be part of the Revised Project that is proposed to be sited on the east side of Columbus Parkway shall be sited no more than three hundred feet (300’) east of Columbus Parkway, and no further north than the existing clubhouse building. The clubhouse design shall avoid use of large east or northeast-facing unprotected picture windows. The Proposed Project shall include that all windows shall be constructed using safety glass and comply with recommendations of a qualified engineer.

4. The Revised
Project shall be designed such that outdoor activities and gatherings involving more intensive use by people be shielded from direct exposure to the Quarry and Quarry Operations by the clubhouse building and/or reinforced masonry walls.

5. The Land Plan s
hall include an eight foot (8’) tall (as measured from highest adjoining grade), reinforced masonry wall or building walls with no openings, to be placed along the eastern boundary of any commercial site located east of Columbus Parkway.

Unprotected windows shall not face the East or Northeast (i.e., in line with potential rock fall).

6. The design of the
structures of the commercial development shall be either masonry construction or an approved alternative which is found by a qualified engineer to reduce interior noise levels to mitigate for quarry noise, and be resistant to potential damage from rockfall and vibration associated with ongoing Quarry Operations.

DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

7. All commercial use customer and employee parking shall be located westerly of the commercial buildings.

8. Developer shall include as part of the Development Application for the Revised Project conditions that require that all outdoor activity related to commercial development in the red area depicted on Exhibit C, including that on any portion of the City Property transferred to developer, such as outdoor seating, and outdoor activities associated with any clubhouse special event, subject to final center design and the placement of these sensitive uses, may be subject to cancellation based upon blasting schedules provided by the Quarry Operator, consistent with Exhibit H. The Quarry Operator is to provide a minimum of 48-hour notice to Developer of blasting events.

9. The Developer’s final application for the commercial center design shall be subject to review by the Quarry operator’s environmental planners to confirm consistency with these measures.

10. Developer’s final application shall include proposed conditions that t he Developer must:
(1) ensure that commercial leases and sales include a deed restriction providing notice of Quarry Operations; and (2) a requirement that commercial uses other than the golf course, should temporarily suspend all outdoor activities during scheduled blasting events.

11. The Land Plan shall be consistent with the Buffer Zone in Exhibit C . Accommodation of either fewer residential or commercial acres than depicted by the “Maximum Development” footprint shown in Exhibit C shall be considered consistent for purposes of the Land Plan, provided that separation of such uses from the Quarry meet the specifications in Exhibit C.

DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

EXHIBIT C
Buffer Zo
ne (open space and urban footprints)
Reflects Maximum Development Footprint for Residential and Commercial Uses.

No Residential Uses within (Green) Buffer Zone Boundary East of Columbus Parkway.

Any Future Clubhouse East of Columbus Parkway to be within 300 Feet of the Parkway and No Further North than the Existing Clubhouse.

DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

EXHIBIT D
[Insert legal
description/depiction of City Property affected by Buffer Zone.] City Property Affected By Buffer Zone
That certain real property consisting of approximately 255 acres of land located adjacent to the Syar Property consisting of APNs 0081-040-110, 0181-190-010, 0181-190-070, and 0182-040-080 and a portion
of 0081-040-880 and a portion of 0081-191-010.

DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

EXHIBIT E
[Insert legal
description of Easement Area.]
DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

EXHIBIT F
(See attached)
DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 18719286.1

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

CITY OF VALLEJO
555 Santa Clara Street
Vallejo, CA 94590
Attn: City Manager
_____________________________________________________________________________ (Space above line for Recorder’s use only)
APNs: 0081-040-100 0081-040-110 0081-191-010 0182-040-080 0181-190-010 0181-190-070 0081-040-880
Property Addres
s: None

COLLABORATI

VE USE EASEMENT
The undersigned dec
lares that the document to which this page is affixed and made a part of is exempt from the fee imposed by the Affordable Housing & Job Act (SB2) (GC 27388.1) and Restrictive Covenant Modification (GC 27388.2)
( ) Recorded [conc
urrently] in connection with a transfer of real property subject to the imposition of Documentary Transfer Tax per GC 27388.1 (a) (2) & Gov’t Code 27388.2(b). ( ) Recorded [c
oncurrently] in connection with a transfer of real property that is residential dwelling to an owner-occupier per GC 27388.1(a)(2) & Gov’t Code 27388.2(b). ( ) Maximum
fee of $225 has been reached per GC 27388.1(a)(1).
( ) Not rela
ted to real property GC 27388.1(a)(1).
( ) Transfe
r of real property subject to the imposition of Documentary Transfer Tax - GC 27388.1(a)(2) and 27388.2(b).
( ) Transfe
r of real property that is a residential dwelling to an owner-occupier - GC 27388.1(a)(2) and 27388.2(b).
( ) Document is
executed or recorded by the state or any county, municipality, or other political subdivision of the state – Gov’t Code 27388.1(a)(2) & Gov't Code 27388.2(b).

THIS PAGE ADDED T

O PROVIDE EXEMPTION INFORMATION FOR THE BUILDING

HOMES AND JOBS ACT FEE
(SB-2; AFFORDABLE HOUSING FEE) ($3.00 Additional recording fee applies) and Restrictive Covenant Modification Fee ($2.00 Additional recording fee applies) DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

Page 1 ends

18719286.1

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

Documentary Transfer Tax is: $0.00 [Cal. Rev. & Tax. Code § 11911 [easement + consideration less than $100] ( ) computed on full value of property conveyed, or
( ) computed on full value of less of liens and encumbrances remaining at time of sale. ( ) unincorporated area: ( ) City of Vallejo
( ) Signature of Declarant
____________
____________________________________
By:

Its:

COLLABORATI

VE USE EASEMENT
This Collaborative Use Easement (“ Easement”) is made and entered into by and between BLUE ROCK SPRINGS, LLC, a Delaware limited liability company and the CITY OF VALLEJO (Collectively, “Grantor”) and SYAR INDUSTRIES, INC., a California corporation (“Grantee”), is dated for reference purposes as of August 1 , 2022 and shall be effective on the date it is recorded (“Effective Date”) in the Official Records for the County of Solano (“Official Records”). Grantor and Grantee are referred to collectively herein as the “ Parties;” each of Grantor and Grantee is referred to individually as a “Party.”
The Parties do hereby agree as follows:

RECITALS
A. Grantor is the record owner of that certain real property that was formerly a portion of the Blue Rock Springs golf course, commonly known as 655 Columbus Parkway, Vallejo, California, also known as Solano County Assessor’s Parcel Number s (“APNs”) 0081-040-100, 0081-040-110, 0081-040-880, 0081- 191-010, 0181- 190-010, 0181- 190-070, and 0182-040-080, containing approximately 260 acres (“Burdened Property”). The Burdened Property as further described in Exhibit A, appended hereto and incorporated by this reference , is located adjacent to the Quarry Property, described below and is therefore subject to this Easement.

DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 18719286.1
B. Grantee is the record owner of that certain real property located immediately east of the Burdened Property, in the unincorporated area of Solano County, which property, is commonly known as 885 Lake Herman Road, Vallejo, California, consists of APN 0181-190-060 and portions of 181-210-030 and 181- 220-040, California, and is further described on Exhibit B, appended hereto and incorporated by this reference (“Quarry Property”). The Quarry Property is the subject of that certain Land Use Permit No. U -08-09 and Reclamation Plan No. RP -08-01, Mitigation Monitoring Plan, and conditions of approval, issued by the County of Solano on or about December 4, 2014, as it may be amended as set forth in Section 3(b)(collectively, “Quarry Permit”).

C. The Parties to this Collaborative Use Easement entered into a Settlement Agreement effective as of August 1, 2022 ("Settlement Agreemen t") with Blue Rock Springs, LLC (“Developer”) concerning ongoing operations on the Quarry Property and the effects of those operations on the Burdened Property as to be conveyed to Developer by Grantor.

D. Certain activities are and will continued to be carried out in, on, and around the Quarry Property, pursuant to and in compliance with the Quarry Permit, including without limitation the generation of noxious odors, truck traffic, vibrations, noise, illumination, glare, dust, vapors, smoke, electrical disturbances, and other impacts, which shall be permitted to pass over and through the Burdened Property at levels and during hours that residents and other occupants of the Burdened Property may find disturbing or harmful, or which may create difficulties with activities that include sleeping, eating, and relaxation.

E. The Burdened Property is intended to be developed with certain residential and commercial development, all of which is more fully described in the Settlement Agreement.

F. The Quarry Property contains an active quarry pit, an asphalt plant, a rock processing plant, a concrete batch plant, and other related operations authorized under Quarry Permit (collectively the “Quarry Operations”).

G. The intent of this Easement is to ensure and facilitate t he ongoing operation of the Quarry Property in compliance with the Quarry Permit, while at the same time furthering the goals of the City of Vallejo’s General Plan, including without limitation the those goals, policies, and programs stated in the City of Vallejo’s Housing Element, e.g. , (1) facilitating production of housing to accommodate Vallejo’s fair share of regional housing demand, (2) increasing home ownership opportunities; (3) providing housing choice for Vallejo residents; and (4) building and ma intaining quality residential environments. More specifically, this Easement is intended to maintain Grantee’s ability to conduct and continue to conduct the Quarry Operations, including those external effects as disclosed in the Environmental Impact Report certified by Solano County supporting the Quarry Permit, while facilitating the development and occupation of residential and commercial uses by informed and consenting individuals who may wish to reside within or otherwise use or occupy the Burdened Property notwithstanding its proximity to the Quarry Property, and despite its industrial character and effects.

H. Grantor and Grantee understand and agree that the paragraphs above are not mere recitals, but are a substantive and meaningful part of this Easement.

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AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1. Grant of Easement . Grantor hereby conveys to Grantee an easement over the Burdened Property, on the conditions stated in this Easement, so that Grantee may continue to pursue Quarry Operations as allowed by the Quarry Permit , including without limitation the generation of noxious odors, truck traffic, vibrations, noise, illumination, glare, dust, vapors, smoke, electrical disturbances, and other impacts which shall be permitted to pass over and through the Burdened Property without any interference or assertion of a nuisance by Grantor, and irrespective of the conduct of residential, commercial and/or other activities on the Burdened Property. The Easement shall benefit all property now owned by Grantee or their successors or assigns on which the Quarry Operations are allowed by the Quarry Permit on the Quarry Property.

2. Easement Appurtenant; Binding on Successors.
a. Each and all of the covenants, conditions and restrictions contained in this Easement (a) shall run with the land ( i.e., title to the Quarry Property and Burdened Property , and each of them); (b) shall be binding upon, and shall inure to the benefit s and burdens of the Parties, each owner and any person having or acquiring any interest in any portion of the Quarry Property and Burdened Property, or either of them, and all of their respective heirs, successors, and assigns; and (c) shall be binding upon, and shall inure to the benefit of the Quarry Propert y and Burdened Property, and each of them, and each parcel thereof, and every portion thereof and interest therein. b. This Easement shall be prima facie evidence that Grantor and its successors and assigns acknowledge and accept the ongoing conduct and effects of the Quarry Operations as allowed by the Quarry Permit. It shall be admissible in any court of law, mediation and/or arbitration as a binding agreement, made based on an exchange of good and valuable consideration.

3. Covenant by Grantee; Compliance with Laws.
a. Grantee hereby covenants and agrees that Grantee shall at its sole cost and expense, comply with all conditions on the issuance of the Quarry Permit , as well as applicable laws, rules, requirements, ordinances, orders, directions, regulations, and/or environmental restrictions of any governmental or lawful authority affecting, regulating or as it may be amended and extended from time to time, and all applicable laws of Solano County related to the Quarry Operations and/or the Quarry Permit (collectively, “Governmental Laws”).
b. Grantor and its successors and assigns shall not oppose, delay, or otherwise object to any application that may be made by Grantee to the County regarding extension of the duration of Land Use Permit No. U -08-09 and Reclamation Plan N o. RP -08-01, Mitigation Monitoring Plan, and conditions of approval, issued by the County of Solano on or about December 4, 2014 or a future expansion of the Quarry, provided however, that such expansion does not extend westerly of a north-south longitudinal line intersecting the westernmost point on the boundary of the Expanded Quarry Area from the 2014 Use Permit as shown in Exhibit F, attached hereto and incorporated herein by reference.

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4. Term of Easement.
a. This Easement shall commence on the Effective Date. Grantor and Grantee agree to cause the recordation of this Easement in the Official Records concurrently with the recordation of any grant deed, or other similar instrument, intended to convey or transfer all rights, title and interest in and to the Burdened Property, or a portion thereof, to Developer as contemplated under the Settlement Agreement or any third party . For avoidance of doubt, Grantor and Grantee agree that, with respect to the order of recordation, this Easement shall be recorded immediately after the grant deed that conveys the Burdened Property, or a portion thereof, to Developer or a third party. b. Grantor acknowledges that this Easement is imposed on the Burdened Property for the direct benefit of Grantee. Accordingly, the Easement shall continue in full force and effect for so long as the Quarry Operations are allowed by the Quarry Permit are ongoing and shall terminate at such time as the Quarry Permit expires.
c. At such time as this Easement is terminated, Grantee shall execute and cause to be recorded in the Official Records a document that quitclaims Grantee’s interest in the Easement or otherwise terminates and acknowledges the termination of this Easement , which document shall be substantially in the form attached hereto as Exhibit C.

5. Disclosure to Future Owners and Lessors of the Burdened Property . Grantor and Grantee contemplate that the Burdened Property, and/or portions thereof may be offered for sale to third parties for further development and/or ownership and/or occupancy of residential dwelling units and commercial structures in accordance with the Settlement Agreement. Accordingly, Grantor covenants and agrees that it shall provide to prospective buyers of Grantor’s respective properties (a) a copy of this Easement, (b) a copy of the Disclosures to Potential Buyers (appended to this Easement as Exhibit D and incorporated herein by this refer ence), (c) a copy of the Quarry Permit, and (d) a copy of the December 4, 2014 Staff Report prepared by the Solano County Department of Resource Management Planning Services Division in connection with the Quarry Permit, for the benefit of the Solano County Planning Commission (“ Staff Report”) (a true and correct copy of the first 18 pages of the Staff Report is appended to this Easement as Exhibit E and incorporated herein by this reference).

6. No Change of Boundary . Nothing in this Easement shall be construed to change or modify the existing location of the boundary line between the Burdened Property and the Quarry Property. Any change to such Boundary, or lot line adjustment shall be accomplished only in compliance with the Subdivision Map Act or other applicable statutory scheme.

7. Dispute Resolution. Any claim or controversy between the Parties which relates to or arises from this Easement , the rights and obligations conferred thereby (“ Dispute”), shall be resolved as provided herein:
a. Good Faith Negotiations . The Parties shall meet no later than twenty (20) calendar days following receipt of written request to meet signed by any Party and delivered to the other Party (the “Resolution Notice”). The Parties shall negotiate in good faith in an effort to resolve the Dispute. If the Parties cannot resolve the claim within twenty (20) calendar days following the date of the Resolution Notice or if any Party to the Dispute fails to meet as required by this Section 7, the Parties agree that the Dispute shall be submitted to mediation as provided below.

DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 18719286.1
b. Mediation.
i. In the event of unsuccessful or incomplete Good Faith Negotiations, all disputes shall next be submitted to nonbinding confidential mediation by written notice by one of the Parties to another Party and shall be treated as compromise and settlement negotiations under the standards set forth in the Federal Rules of Evidence and all applicable state counterparts, together with any applicable statutes protecting the confidentiality of mediations or settlement discussions. If the Parties cannot agree on a medi ator, ADR Services, Inc. shall, at the written request of a Party , designate a mediator. The person who acts as mediator shall not act as arbitrator without the written consent of the Parties.
ii. If either of the Parties (A) commences any legal action witho ut first having attempted to resolve the Dispute through mediation, or (B) refuses to mediate after a request has been made, that Party shall not be entitled to recover attorneys’ fees incurred in connection with such Dispute, even if such recovery would otherwise be available in such action. The filing of an action to preserve a statute of limitations, to enable the recording of a notice of pending action/lis pendens, or for provisional remedies (i.e., a temporary restraining order) shall not constitute a waiver or violation of these mediation requirements. Notwithstanding the foregoing, the party seeking injunctive relief will not be required to submit such claim to mediation as set forth herein but may proceed to file such claim in any court of competent jurisdiction.

8. Entire Agreement. This Easement is the entire agreement between the Parties with respect to the matters described herein. No prior agreement, statement or promise made by either Party shall be binding or valid.

9. Amendments. Grantor and Grantee may amend this Easement only by written amendment signed by both Parties.

10. Assignment. The covenants, conditions, and restrictions contained in this Easement are intended to run with the land and to bind all future owners of any interest in, as applicable, Burdened Property or the Quarry Property. Any subsequent transferee shall, by acceptance of title, be deemed to have assumed the obligations of this Easement and to have accepted the restrictions contained herein.

11. Construction. This Easement shall be governed by the laws of the State of California.

This Easement shall be construed as if both Parties (or their counsel) prepared it.

12. Notices. Except as otherwise expressly stated herein, all notices, requests, demands and other communications (collectively, “ Notice”) which the Parties are required or desire to serve upon or deliver to the other Party shall be in writing and shall be given by nationally recognized overnight courier, by certified United States mail, return receipt requested, postage prepaid, addressed as set forth below, or by electronic mail (if acknowledged following delivery) address ed as set forth below:

TO GRANTOR: TO GRANTEE:

Blue Rock Springs, LLC
c/o Jeb Elmore
Syar Industries, Inc.
c/o Roni Krueger
DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 18719286.1
Vice President - Acquisitions
Lewis Management Corp.
9216 Kiefer Blvd.

Sacramento, CA 95826
Blue Rock Sp
rings, LLC
c/o Lewis Management Corp.
1156 N. Mountain Avenue
Upland, CA 91786
2301 Napa Vallejo Highway
Napa, CA 94558
COPY TO: COPY TO:

Corie A. Edwards, Esq.

Reuben, Junius & Rose LLP
One Bush Street, Suite 600
San Francisco, CA 94104
City of Va
llejo
City Manager
555 Santa Clara Street
Vallejo, CA 94590
COPY TO:

City of Va
llejo
City Attorney
555 Santa Clara Street
Vallejo, CA 94590
Paul Aherne, Esq.

PO Box 2540
Napa, CA 94558

13. Counterparts. This Easement may be executed in counterparts with the same force and effect as if executed in the form of a single document.

14. Article and Section Headings . The headings of the articles and sections in this Easement are inserted solely for convenience or reference, an d are not intended to govern, limit or aid in the construction of any term or provision hereof.

15. Waiver.
a. No claim of waiver, consent or acquiescence with respect to any provision of this Easement shall be made against either Party except on the basis of a written instrument executed by or on behalf of such Party.
b. Either Party’s consent to or approval of any act by the other Party requiring such Party’s consent or approval shall not be deemed to waive of render unnecessary such Party’s consent to or approval of any subsequent act by the other Party.

DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 18719286.1

16. No Agency. Nothing in this Easement shall be construed as permitting or authorizing either Party to act in any capacity as an agent of the other. A ny intention to create a joint venture, partnership or principal and agent relationship between the Parties is hereby expressly disclaimed.

This Easement shall create the relationships of Grantor and Grantee only, subject to the limitations herein.

17. Time of the Essence. Time is of the essence with respect to this Easement.

18. Authority. Each person signing this Easement on behalf of either Grantee or Grantor warrants and represents to the other Party that such person is duly and fully authorized to enter into this Easement on behalf of such entity, that this Easement will be binding upon such entity and its constituent members and that the execution of this Easement has been approved and ratified as required by the organizational documents of such entity.

19. Survival of Terms . This Easement and its terms shall survive the transfer of the Burdened Property, or any portion thereof, to Developer or any other entity that acquires title to such property whether by sale, lease or other transfer, or contribution to partnership, joint venture or any other entity.

20. Severability. The invalidity or unenforceability of any provision of this Easement shall in no way affect the validity or enforceability of any other provision. If, in any action before any court or other tribunal of competent jurisdiction, any term, restriction, covenant, or promise is held to be unenforceable for any reason, then such term, restriction, covenant, or promise shall be deemed modified to the extent necessary to make it enforceable by such cour t or other tribunal. Any such modification or amendment in any event shall apply only with respect to the operation of this Easement in the particular jurisdiction in which such adjudication is made. [Signatures on the following page]
DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Signature Page to Collaborative Use Easement
18719286.1
IN WITNESS WHEREOF, the Parties have executed this Collaborative Use Easement as of the date and year first above written.

Dated: ___________ SYAR INDUSTRIES, INC.
__________________________
__________
By: James M. Syar
Its: Chief Executive Officer
Dated: __________ BLUE ROCK SPRINGS, LLC
___________________________________
By: Douglas Mull
Its: Authorized Signatory
DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit A to Collaborative Use Easement
18719286.1
Exhibit A
to Collaborative Use Easement
Legal Description – Burdened Property
DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit B to Collaborative Use Easement
18719286.1
Exhibit B to Collaborative Use Easement
Legal Description – Quarry Property
Appro
ximately 468-acres located at 885 Lake Herman Road, immediately east of the City of Vallejo and within the Solano County "A -20," Exclusive Agricultural zoning district, consisting of APNs:
0181-190-060, 0181-220-040, 0181-210-030 and 0181-200-010.

DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit C to Collaborative Use Easement
18719286.1
Exhibit C to Collaborative Use Easement
Form of Termination of Collaborative Use Easement
DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit D to Collaborative Use Easement
18719286.1
Exhibit D to Collaborative Use Easement
Disclosures to Potential Buyers
DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit E to Collaborative Use Easement
18719286.1
Exhibit E to Collaborative Use Easement
December 4, 2014 Solano County Department of Resource Management Planning Services Division Staff Report (First 18 Pages)
(See at
tached)
DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

DEPARTMENT OF RESOURCE MANAGEMENT
Planning Services Division

STAFF REP'ORT
Phone (707) 784-6765
Fax (707) 784-4805
www.solanocounty.com
Mike Yankovich
Program Manager
Agenda Item No. 1
To: Solano Cou nty Plann ing Comm ission
From: Kar en Avery, Seni or Planner
Su bject: Use Per mit No. U-08-0 9/Recl ama tion Plan RP-08-0 1 for Syar In dustries, Inc. Lake Herman Qua rry expan sion project lo cated at 885 Lake Herman Road, Vall ejo, adjacent to the City of Vallejo, in an "A-20" Exclus ive Agricu ltu ral Zonin g Di strict Date: December 4,20 14
I. RECOMMENDATION:

The Planning Commi ssion ADO PT the proposed Resol ution CE RTIF YING the Final Envir onm en tal Im pac t Repor t for the Lake Herm an Expansion Project, and ADOP T the prop osed Resolu tion APPROVI NG the Use Permit No. U-08-09 and Recla ma tion Plan RP-08-0 1, ba sed on the recom mended Findings and sub jec t to the rec omm ended Condi tions of Appr oval attached ther eto , and ADOP TING the Mitig ation and Mon ito ring Plan as recom mended by staff.

II. ACTION REQUESTED:

Use Per m it and Recl ama tion Plan for the expa nsion and conti nu ation of surface min ing and reclama tion activiti es for aggreg ate proce ssi ng, agg reg ate produc t manu factur in g, including expa nding the qu arry pit to 21 1 acr es, decr easing the dep th of the quar ry pit to 0' mean sea leve l, changi ng the al lowab le hour s of op eration, and cont inuin g the sale of 3.0 million tons of ma terials per year for an addi tional 35 year s. .

III. ENVIRONMENTAL ANALYSIS:

An En viro nme ntal Im pac t Repor t was prepar ed and ci rcu la ted for the Lak e Her man Quar ry Expa nsion Projec t. The Draft EIR was published for a 45-day public review and co mme nt period be gin ning July 19 , 201 3 and ending Sep te mber 4, 20 13 . The Fi nal EIR was dis tri bu ted more than 10 da ys pr ior to the an ticipa ted certifi cation da te . Mi tig ation Meas ures ar e iden tifi ed for the projec t to redu ce impac ts to a les s-th an-sign ifican t le ve l.

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Syar In dustries, In c.

U-0 8-09 /R P-08- 0 1 Staff Rep ort .

Page 3 ends

v. BACKGROUND:

A. Prior approvals: See Ba ckg round Discussion Belo w
B. Applicant/Owner: Syar In dustr ies , In c.
c. General Plan land use designation/zoning: Ag ricultur e and Excl us ive Ag ricu ltu re (A- 20)
D. Existing use: Rangeland /Rock Quar ry, Agg regate Proces sing and Recy cling E. Adjacent zoning and uses:

North: Ag ricultur e (A-20) - Open Space/Ag ricul tura l South: Ag ricultur e (A-20) - Open Spa ce/Ag ricultural East: Ag ricu ltur e (A-20) - Ag ricu ltur al/G razing
West: Ci ty of Va lle jo - Gol f Cour se
Lake Herman Quarry Background
The Lake Her ma n Qua rry area has been mined sinc e the early 18 70's . In the 19 40's , com mer cial mining op erati ons beg an and conti nu ed on a small scale un til 19 65 when Syar In dustries acquir ed the qua rry .

In 19 68, an asp hal t con crete (asphalt pavi ng ma ter ial) ba tch plant was added to the oper ati on. On May 17 , 19 79, the Plan nin g Comm ission ap proved Use Pe rmit U-78- 09, Recl ama tion Plan RP-7 8-03 and Variance V-78-0 1 for the conti nued mi ning of over 1, 000, 000 tons of rock per year and the reclama tion of the 38 6+/- acr e site and a vari anc e to allo w slop e gr adien ts ste eper than 2: 1. As part of these ap prova ls, an En vironmen tal Im pac t Re por t was prepar ed and certified by the Planning Com rnis sion. Subseq uently , in 19 94, a separate Use Permit U-93-2 9 to oper ate a recycle plan t to recycle broken asphal t and con crete paving was appr oved by the Planning Commissi on. In Dec em ber 20 01 , the Planning Commis sion app roved an amende d Use Per mit (U-97 -1 6) and Rec lama tion Plan (RP-97- 01 ) to reflect a revised de pth of mining to 200 feet above mean sea level and to add an ove rbur den storage ar ea across the stre et (La ke Her man Road) to ano the r par cel own ed by Syar. A Mit iga ted Neg ative Declar ati on was adop ted by the Pl anning Comm ission for tha t project.

Per the exis ting condi ti ons of ap prova l of these perm its , curre nt oper ati ons at the quar ry are due to exp ire in 20 14 . In April of 2008, a Use Per mi t Appl ica tion and Recl ama tion Plan were submi tted to the Cou nty to expand and exte nd the existi ng quar ry oper ati ons.

Project Location and Setting
Lake Her man Quar ry is lo cated on the slo pes of the Sulphur Sp rings Mount ain , ju st ou tside the Ci ty limi ts of Va lle jo adjac en t to Lak e Her ma n Road. The projec t site encomp asses appr oxima tely 468 ac res of land in the so uthwestern portion of uninc or po rated Solano Coun ty. Appr oxima tely 32 1 ac res of the qua rry par cel is ac tiv ely used for quar ry oper ati ons. The main entrance to the quar ry is lo cated off Lake Herm an Road abou t 0.6 miles from its inter sec ti on with Colum bus Pa rkwa y.

Presen t land uses sur rounding the projec t site include the Blue Rock Spr ings Gol f Cour se and Blu e Rock Springs Par k to the nor th west . Two par ce ls used for man ufa cturing li e immedia tely west of the proje ct site . Each of the two parce ls contains a re sidenc e: one par cel is private ly owned and the oth er is own ed DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Syar Indu stries, Inc.

U-08-09/RP-08-01 Staff Report

Page 4 ends

by Syar In dust ries . To the northeast is open spac e owned by the Sola no Land Trust . To the ea st, southeast and southwest lay undevelop ed rang ela nds owned by Syar Industries. Dir ectly to the south is an open sp ace parcel owned by the Ci ty of Valle jo. Two PG&E tran smi ss ion tower easeme nts trav erse the quarry si te in an east-west dir ecti on. They are lo cated nor th and south of the present quarr y operation. PG&E high pres sure gas lines cross south of the qua rry si te and alo ng with the PG&E high tensio n trans mi ssio n lines const rain qua rry expans ion tathe south . A small AT&T relay sta tion si te, less tha n one acr e in si ze, is lo cated at the Sul phur Sp ri ngs Mountai n sum mi t south of the area prop osed for mini ng expan sio n. The nearest resi dential deve lop ment is lo cated to the west and southwest and is fro m one thir d to on e hal f mil e away and beh ind an intervening ridg elin e. Res idential areas of the citi es of Val lejo and Benicia li e farther to the west and so uth , respective ly.

VI. Current Existing Operations
As stated ab ove, the Lak e Herm an Qua rry Project site is ap pro xim ately 468 acres; 32 1 acr es which are actively used for the Quarr y operations. Ther e are a va riety of on-s ite op erations which take plac e on appr oxima tely 72 acr es of the 321 acr es .

On-site Facilities
Incl uded in the on-s ite facil ities are the adm inistr ation offic es, a materi als testing labor atory, equipm ent mai ntenance and service bui ldi ng s, ma terial and equipme nt storage yar ds, an aggr eg ate processi ng area, two asph al ti c concrete pla nts , a ready -mix concr ete batch pl ant, a recycling plan t, a sca le house and other rela ted faci lities . These facili ties operate on ap proxi mately 72 ac res of the 321 ac re existi ng si te.

Aggregate Processing Area: The processi ng area cons ists of a primar y crus her, sc reens , gr izzly, convey or belts , mul ti ple aggr eg ate stockpi les and an aggr eg ate wash facili ty. In addi tio n, this area has a whe el wash area, adm ini stra tio n offi ce, scales, scale house and fuel isla nd. This area encom pass es appr oxi mately 34. 9 acres and requir es appr oxi ma tely five to six empl oyees to ope rate the ag greg ate proc ess ing area and the aggr egate wash faci lity, with an add itional five to six emplo yees in the mai n offi ce and scal e ho use. .

Aspha ltic Concrete Plants: The two asphal t pl ants consis t of a revo lving drum, a bag hous e (enclos ed vacuum system), oil storage area, a pub mill and silos. The two pla nts encompass approxi ma tely 2.8 acres and requir e appr oxi ma tely th ree employ ees to op erate each of the pla nts .

Rea dy-Mix Concr ete Batch Plant: The batch pl ant consi sts of a revolving drum, si los and raw ag greg ate sto rage areas. This area enco mpa sses ap prox im ately 6.8 acres and requir es appr oximat ely five employ ees to oper ate .

Recycling Plant: The recycling pl ant cons ists of a convey or, crus her, screens , recycled asphal t and concr ete stockp iles. This area enco mp ass es appr oxi mately 8.6 acres and requi res a mi nimu m of th ree empl oye es to operate.

Scalper Plant: The scalp er area consis ts of conv eyo rs and screens, enc om pass es 5.6 acr es and requir es two to th ree empl oyees to operate.

Other Areas: Oth er areas associ ated with the qua rry op era tions includ e: equip ment and material sto rage areas (2 .3 acr es); ma teri al testing labor ator y (.9 acres) with appr oxim ately five to six emplo yees; ma intenance and servic e buil ding (3.4 ) ac res with appr oxima tely ni ne empl oyees and the process and sed im ent control water ponds (6.4 acres) .

An extens ive series of haul roads and sto rm water drainage facil ities are loca ted thr oug h out the quarr y.

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Ҟãä̚ǗҞįİ ҞŜύŗƄҞkʀȯώџҞłŃ Ѡˉ¨ҞĄ̚ ϼЪʹϽǝҁΆЎΡǞ҂ńʴ҃ҞɊnʩˁǟʪҞƂø0ҞÑϩЈ̫҄ǼʠʳĀʈo͵ǳǠЌҞ 'RFX6LJQ(QYHORSH,'
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Syar Industries, Inc.

U-08-09/RP-08-01 Staff Report

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Uti lities
The project is conn ected to Ci ty of Valle jo water thoug h the qua rry does not uti li ze the conn ecti on. Non potable wate r comes from an agricu ltura l well, the sedi men t po nds on-site, the qua rry pit rete ntion pon d and a la ke on the adja cent gol f course proper ty (th roug h an ag reement with the Ci ty of Va lle jo) . Drinki ng water is sup pli ed by bottle d water.

The operation util izes a sep tic system and por ta bl e restrooms. The main tenanc e shop at the nor th en d of the par cel is the only buil ding with perma nen t plumb ing fixtu res. The plum bing fixtu res dischar ge to a hol ding tank which requir es routi ne main tenanc e/rem oval of the waste accu mu lation in the tank. The tank is pum ped twice per year. Ther e ar e seve n por ta ble to ilets in use thr oug hout the property to aug men t the use of the perm anen t toil et faci li tie s. The por table toile ts are servic ed by Un ited Si te Ser vic es.

Ther e are con nec tions to PG&E for na tural ga s and elec tricit y. The quar ry par ticipa tes in PG&E progr ams to reduce ener gy during peak hour s, which in clu des the Ba se In te rru pti ble Pr ogram an d .the Deman d Building Prog ram.

Hazardous Materials
Ther e are a number of pote nti ally ha za rdous ma terials and waste sto red at the pr oje ct si te . Som e of these ma terials inclu de qua ntities of mo tor oil, ma chine lubr ica nts , and so lvent. The ha za rdous materials are sto red at var io us lo cati ons thr ou ghou t the si te incl uding the fuel islan d, scalper plant, hot plan t main tenanc e shop, dr um plan t con crete plant an d AC plant. Per the Envi ronmen tal Health Divi sion of the Depar tmen t of Resource Managemen t, a "S oil Preve nti on Co ntrol an d Cou nte rmeas ure Plan " has been appr oved for the existing project. This plan describes the safety procedur es foll owed by the appl icant as we ll as the pro cedur e for res ponse and no tifi cati on in case a spill occu rs. A Haza rdous Mate rials Busi ness Plan whic h co ntai ns a comp lete in vento ry of ha zardous materials is also on fi le with the Envir onmen tal Health Di vis ion .

The explosi ves tha t are use d as part of the rock remo val process co nsis ts of ammoniu m nitrate fuel oil (ANFO) . The ANFO is not sto red on -s ite but is transpo rted to the projec t si te via a Department of Transpo rtation app roved an d placar ded truck by an explos ives deale r prior to a blasti ng eve nt.

Hour s of Operation
Cu rre nt hours of op erati on are base d on demand. The reg ular hour s of oper ation are Mon day th ru Friday fro m 7:00 am to 10 :00 pm an d Sa tur day fro m 7:00 am to 4:3 0 pm (sales only ), with red uc ed hour s during the winter. Aggrega te proces sing in term ittently occurs up to 7 days a week 24 hour s a day during emer genc y and high dema nd situa tions. Work on transpor tation in frastruc tur e projec ts for Ca ltr ans and oth er go vern me nt agenc ies often takes pl ace at nig ht, to avoi d the traffic imp acts tha t wo uld resul t fro m day ti me construc ti on. According to Syar In dus tries, their ener gy sa vi ng contrac ts with PG&E req ui res them to process dur in g off-peak hour s due to the high ener gy dem and for PG& E in hot summer mo nths .

Weeken d hour s are some times nec essar y to main tain projec t sche dules par ti cular ly in the fa ll when ra in y season is ap proach ing. In additi on , lar ge scale di sas ters, such as wide spr ead flooding , ear th quak es or lan dsli des may create shor t-term extra ordinar y mar ket deman d for agg regate products which can only be satis fied by exte nded oper ational hours.

Extraction and Sa les Qua ntiti es
Per the applica nt, sales fro m 2004 to 2008 were between 2.0 an d 3.4 million tons of ma ter ial per yea r wh ic h average d to 2.9 7 million tons of ma terial (incl udes agg reg ate, asphal t, overbur den and recycl ed products ). Appr oximate ly 75 % of gr oss extraction ma terials produce construc tion gr ade agg reg ate with the re mai nin g 25% consi sting of waste ma terials (ov er bur den) wh ic h is ei ther stored on the project si te or sol d as fi ll mater ial for projects.

DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Syar Industries, Inc.

U-08-09 /RP- 08-0 1 Staff Report

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Min ing Method
Agg reg ate ma te rials are extra cted prima rily by mec hanical excavat ion equ ipmen t. Prior to mi ning within an und isturbed area, top soil is str i pped to an aver age dep th of 18 inc hes and stockp iled on the si te for futu re use duri ng reclama tion. Over bur den en countered dur ing min ing is also remo ved in order to reach the min eral depo si t belo w. The over bur den is sold as fill, stored in the qua rry pit, or sto ckpiled on the si te to be used fo r fi nal slop e co nfigur ation du ri ng recl ama tion activiti es. Next, a rock dr ill is brou g ht to the work area and a ma trix of hole s is dril led. A blas ting cap is pla ced in each hole, explosi ves are pl aced ab ove the blas ting cap, and the up per por tion of each hole is capped with gr anular ma ter ial. The explos ives are contr oll ed elec tronic ally or thr ough a time fusing system so that the char ge in each hole is detona ted milli seconds apart fro m tha t in other holes in the ma trix. The ener gy of the bl ast is di rected in to the rock ca usin g it to fracture . Onc e the rock has been fractured, it can be har vested using mech an ical excava to rs. As work progr esses, the wor king terrace is lower ed , and 25 -foot wide benches are cut in to the slope at 50- foot in tervals to create a stable slo pe , in tercept falling rock, and to pr ovide contr olled slope drai na ge. The extrac tion conti nue s ou tward from the up per most bench and do wnwa rd until a prescr ibed de pth is reac hed. Overall slop e ratios average 0.5:1 grad ient, wh ile the slope s betwe en benches are near ly vertic al. A water truck is used to wet work areas and haul ro ads for dust contr ol.

Fractured rock is co ll ected by load ers and loade d in to large-ca paci ty, off-ro ad haul trucks or co nveyor s and transpor ted to the main crusher at the rock plan t, exce pt for some mate rial wh ich is taken dir ectly by the loader to a scalper wh ere ove rsized rocks are di verted to a tempor ary stockpile . After the rock is crus hed , it is scr eene d by si ze and co nveyed to sto rage piles. Some of the proce ssed rock is als o sto ckpile d at the asphal t paving ma ter ials an d ready-mix con crete batch plan ts where it is fed in to respec tive pl ants accor ding to the desir ed mi x.

On-S ite Proces sing
On -site proce ssing activities in clude aggr eg ate process ing , recycled mate rial proces sing (incl udes crus hing and ble nd ing with other ma ter ials to mak e recycl ed asphal t, aggr ega te or co ncrete produc ts) , and the ma nu facture of asphal t paving ma ter ials and ready -m ix con cret e. Raw ma terials are sto ckp iled adjacent to each process ing uni t.

Roc k process ing typically beg ins with the freshly excavated rock being br oug ht to a pr imar y crusher.

Lar ge si zed rock, us ually larger than si x inches , is separ ated for uses such as rip-rap (for ar mor shor elines, bridge abu tme nts , etc.) or gab ion rock (rocks used to fi ll cag es , box es, cyl ind ers for road build ing , etc.). The rem aining rock is transpor ted to the primar y jaw crus her and secondar y cone crusher where it is crushe d. After crus hing, the rock is conveyed to a series of screens wher e it is se pa rated by si ze and then co nveyed to separ ate stockpiles accor d in g to si ze sp ecifi cations. A wate r spr ay sy ste m with jets at trans fe r uni ts on the conv eyor syste ms is used to suppr ess dust dur ing rock proces sing activi ties . Some of the rock, depen ding on the sp ec ifi cation needed, is washed . in a sa tld screw to rem ove fi ne se dim en ts. The fi ne sedi men ts are conveyed in a water slur ry to settl ing pon ds loc ated at the north west edge of the qua rry si te . Recy cle proce ssing is sim ilar to rock proc ess ing , exce pt tha t all ma ter ials are crushed and scr eene d using a separate pl ant.

Two aspha ltic con crete man ufa ctur ing plan ts and a Por tland cemen t concr ete batch plan t are loc ated at the Lake Herman Qua rry. Rock from the mining oper ati on is the primar y co mp onen t in the final, ma nufactured products from these plan ts and is sto ckp iled at each plan t. Other compo nents of the pro ducts are im port ed in to the si te by truck, inc lud ing asphal t oil, Portland cemen t, sand, and vari ous oth er ma ter ials and add itiv es.

Asphalt pavi ng ma ter ials ar e manu factu red by mi xing rock, sand and fine sedimen ts tog eth er with asphal t oil which is trucked to the site and stored in ta nks at the plan t. The rock and sand are first DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Syar Industries, Inc.

U-08-09/RP-08-01 Staff Report

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heated in a revo lvi ng drum to driv e out moi sture and then the asphalt oil is added. Dust is remo ved during the drying pr ocess and is trapp ed in an enclo sed vac uum system kn own as a bag house. The trapp ed dust is then pi ped into a wate r sl urry fro m the bag house to settl ing ponds lo cated at the north west edge of the qua rry si te. The ho t pavi ng ma teri al is conveyed fro m the pug -m ill or dru m to either a truck or a silo and then lo aded fro m the silo into customer trucks .

Ready -mi x concr ete is manufactured by mi xing rock and sand together with Por tl and cement an d water.

Sand an d Por tl and cement and some rock are trucked to the sit e and stor ed in silos. The rock, sand, and cement are loa ded fro m the pl ant in to ready-m ix concr ete trucks wh ich are fitted with a revolvi ng drum. Water and additiv es are then added accor di ng to mi x spe cifica ti ons .

Lighti ng
Duri ng the summ er mon ths, processi ng and extraction may oc cur at nig ht. Occas io nally process ing is done at nigh t in the winte r months during emer gency sit uati ons. There are appr oxim ately 38 outdoor lig hting fixtu res th roug hout the qua rry. Lighting at the dri vewa y, ready mi x area an d fuel isla nd are ph oto cell activa ted . The yard pla nt li ghts are man ua lly oper ated and are turned on by the oper ato r on as as neede d basis. A major ity of the ligh t fixtures are dir ectional, meani ng they direct li gh t towa rds the gr ound and not skywa rd . The quarr y also has por tabl e lig ht pla nts that are used th roug hout the processin g area on as-needed basi s. When port abl e lig hts are used during extraction they are dir ected toward the rock face.

Stormw ater Runo ff and Wate r Qual ity
Sto rmwate r disch arges fro m industri al si tes are regulated by the Federal Cl ean Wate r Act by the Cali forn ia State Water Resources Contr ol Boar d th roug h a General Industri al Storm Water Pe rm it. A No tice of In tent was fi led for the Lak e Herman Qua rry in order to obtain author izat ion for storm water discharges.

There is an exis ting Lake Herm an Quarry Stor m Water Pol lutio n Prevention Plan (SW PPP). The pla n was deve lop ed to desc ri be the sit es' sto rmwat er drai nage system an d the potential poll utants in stormwat er. The plan outl ines Best man agement Prac tices used to contro l stormw ate r pol luta nts and to est ablish a moni tori ng pla n. The SWP PP addresses specific actio ns and activities at the site to mi nimi ze sto rmwat er pol lutants from ente ring the storm water drainage system at the si te and from being dischar ged to Bl ue Rock Sp rings Creek to the nor thwest and Sul phur Sp ri ngs Creek to the so utheast.

This Plan is reviewed and updat ed ann ually as needed by Syar .

Street Sweep ing
A road swee per is used several ti mes per day to clea n up spill an d loos e ma terials track ed on Lak e Herm an road. Spill prevention measur es inc lude le aving freeboar d on trucks and covering certain loa ds.

VII. Lake Herman Quarry Proposed Expansion Project
In Apri l 2008 , Syar In dustries subm itted a use perm it applic atio n to exp and the qua rry operati on an d to extend the op erati ons beyond the 20 14 perm it expi rati on. Beca use ther e were mul tipl e use perm its associ ated with all the opera ti ons at the si te, staff combi ned all the exis ting use per mits with the new expansio n project so tha t ther e is now a new all- inclusiv e use permit. This is intended to al lev ia te any confusi on in the future with the ol der perm it num bers and appr ovals for both staff an d Syar.

It sho uld be noted tha t sinc e the applic atio n was orig inall y subm itted in 2008, the project descrip ti on has si nce been sca led back by Syar In dust ries. The propos ed expan sio n project is descri bed belo w:

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U-08-09/RP-08-01 Staff Report

Page 10 ends

Project Description
The appl ic ant has applied for a 35- year use permit (U-08-09) to:

1. Continu e to al low surface mi ning and reclam ation activities for aggr eg ate process ing , aggr eg ate produ ct manufacturing and sales of 3.0 mill ion tons per year at the existi ng Lak e Herm an Qua rry for an additional 35 year s comme nci ng at the time if iss ua nce of the Use Perm it and ap pro val of a new Mi ning and Reclam atio n Pl an.

2. Expand the ac tive qua rry pit fro m 11 3 acres to 21 1 acr es.

3. Incr ease the dep th of the existi ng qua rry pit by 200 feet from 200 feet abo ve mea n sea le vel (msl) to 0 msl; and

4. Ch ange the al lowable ho urs of op erati on.

Proposed On-s ite Facilities
The types of on-s ite faci li ties would rema in the same as ide ntified and de scri bed abo ve in Current Oper ations por tion of the staff repor t. The num ber of emplo yees would remai n the same . The existing facili ti es, includ ing the agg rega te processing equipme nt would not be expa nded. However, some existing faci liti es would be modi fied with new equipme nt or tech no logy to meet mar ket demand . The exis ti ng equi pme nt tha t would be mo di fied incl udes :

1. Oper ati on of recyc led asphalt pav eme nt (RAP) handli ng equi pm ent at the asphalt conc rete ba tch plan t. In stalla tion and oper ati on of RAP handl ing equipme nt at the asph alt concreted drum mi x pl ant. The RAP equipme nt includ es dual hopp ers, transfer conve yor belt, scr een conveyor belt, vi brating sc reen , feed co nvey or belt, holdi ng hopper, and pug mill feed conve yor. This equ ipm ent wou ld allo w for a certai n per centage of vir gi n ag grega te current ly used in the asphal t mi x to be replac ed with recycle ma ter. The recycled asphal t fro m existing onsite sto ckpiles would be used to make this product.

2. The existing 80-ton silo would be replac ed with two 12 0-ton silos.

3. A thr ee-bi n aggr eg ate mi xing sys tem would be added to the agg regate proce ssi ng faci li ti es.

Over tim e, as exis ting equi pme nt ages , it wou ld be replac ed with newe r equi pme nt and ne w tec hnologies.

Sto rag e of ove rbu rden would conti nue as de scribed in Cu rrent Op erations abo ve. Al l exis ting haul roads on the si te would conti nue to be used and mai ntaine d.

Proposed Hour s of Operation
The regular ho urs of oper atio n are Monday thr oug h Frida y fro m 7:00 am to 10 :00 pm and Saturday fro m 7: 00 am to 4:30 pm (sales only) , with ho urs reduced during the winter mo nths. Aggr eg ate processi ng oc curs outside the regular hours of oper ation appr oximately 60 days per year during emer gency or high dema nd si tuation and asphalt pla nt ope ratio ns occur outs ide the regular hours of oper ation appr oxi ma tely 90 day s per year . Projec ts for Ca ltra ns and other go vernme nt age ncies often oc cur at nig ht to avoid traffic im pacts that may be caus ed du ring day ligh t hours .

The pr oposed cha nges to the hours of oper ation are as foll ows:

Reg ular Agg regate Processi ng Oper atio n Hour s
Construc tio n Seaso n - Monday thr u Satur day, 6:00 am to 10 :30 pm DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Syar Industries, Inc.

U-08-09/RP-08-01 Staff Report

Page 11 ends

Off Seas on - Monda y thru Frida y, 6:00 am to 10 :30 pm Regu lar Aggr egate Mining Opera tion Hours
Con struction Season - Monday thr u Sa turday, 6:0 0 am to 10 :30 pm Off Season - Monda y thr u Friday, 6:00 am to 2:30 pm
Con structi on season is gener ally fro m April - October and off-season is gener ally consider ed Novemb er thr u Mar ch . Aggreg ate proces sing and sa les would co nti nue to operate outside the regul ar ho urs of operati on ap pro xim ately 60 da ys per year , and the asphal t plan t op erations ap proxim ately 90 da ys per year, depe ndin g on ma rket condi ti ons and customer requir eme nts.

Extraction an d Sale s Quant ities
Ther e would be no incr ease in the average ann ual sal es which would remain the same as the existi ng · co ndi ti on at 3.0 mi llion tons per year . The 3. 0 mi llion tons would in clude rock products as well as asphal t paving materia ls, ready -m ix concr ete, overburden for fill ma teri al and recycled asphal t and conc rete.

Min ing Method
There are no cha nges propos ed to the mining methods that are descri bed in the Current Operations section abov e. However, the ma xi mum min ing depth would cha nge fro m 200 feet ab ove msl level to 0 feet abo ve msl . A 75' wide ac cess road would be esta blis hed at 450 feet above msl to provide primar y access to the peri meter of the extraction area. The access road would be con structed such tha t stormwater orig in ati ng fro m the road su rface wou ld be conv eyed to an inboar d drainage di tch tha t would be par all el to the roadway. The dr ai nage di tch wou ld collect runoff and conv ey it in to the expandi ng quar ry pit. The ro ad loc ation would cha nge as the qua rry pit expa nds, and the proper grad ing would need to be mai ntain ed to eli mi na te the potenti al of sto rmwater being conv eyed off-site. Other temporar y access roads at var ious el evations and ra mps between benches would be esta bli shed and removed as needed as par t of the ong oing min e operat ions .

On-s ite Processing
In gener al, on -site processing activ ities wi ll rema in the sam e as th ose descri bed in the Current Operati ons secti on abo ve . Tho ug h , as the quarry pit exp ands over time, mobile equipment could tak e di fferent routes between the qua rry pit and the proces sing area. Als o, the loc ation of the pr ocessin g equ ipmen t could shi ft within the bo un dar ies of the quarry expansion area.

Lighting
Lig hting wou ld rema in the same as des cri bed under Current Operati ons. No new lig hting source is bei ng prop osed . Ni gh t time lig hting may remain on for lo nger peri ods of time to acc ommo date nig ht-time ho urs of op erati on.

Stormwate r Runo ff and Water Qua lity
Sto rmwater runoff and water qual ity wou ld be man aged in the sa me mann er as the existi ng operat ions .

There wi ll co ntinue to be yearly reviews and upd ates to the Haza rdo us Ma terials Bus in ess Plan and the In dustria l Stor m Water Poll ution Prevention Pla n.

Street Sweepi ng
No chang es are being proposed. Street sweeping wou ld conti nue in the sam e mann er as descr ibed under Cur rent Oper ations.

Bridge Repl acem ent
There is a di lapid ated br idge across Sulp hur Sp ri ngs Creek tha t exists to the so utheas t of the project site off Sk y Val ley Road. The bridge is abo ut 80' long and consis ts of a wood plank deck , steel jois ts and DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Syar Industries, Inc.

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steel and wood suppo rts . The bridge wi ll be replac ed as part of this project in order to allo w for an emer genc y access to the back si de (nor theas t) of the qua rry in event of a wil dfi re. So me of the br idge suppor ts would remain and 14 new 24-inc h reinforced concr ete pier s wou ld be added. The new piers would be loca ted ab ove the Ordi nar y High Water (O HW) ma rk. Four additi onal abutments wo ul d be con structed , which also would be lo cated ab ove the OHW. The woo d deck, which is attac hed to metal piping Uois ts) wo ul d be remo ved and repl aced with two ra ilr oad flat car s welded together. The existi ng pilin gs would remain in pl ace. Rock slop e protection is propos ed on bo th si des of the creek bank for appr oxim ate ly 2, 10 0 squar e feet of which a por tion woul d be below the OHW mar k. Cons truc tion of the replac ement bridge would oc cur during the sum mer after the permit is is sued and would la st appr oxi mately ni ne week s. (D EIR Figur e 2.4 - Sul phur Creek Bridge Replacem ent Concep tual Pla n for addi tional details )
Off-S ite Improve me nts
Im provements to Lak e Herm an Road are being propos ed as par t of the new use perm it. Imp rovem ents wo ul d occ ur alon g an appr oxima tely 2,2 80-fo ot seg ment fro m the Solano CountyNal lejo Ci ty limi t line to several hundred feet east of the Lak e Herm an Qua rry Entr anc e in accor danc e with plans prepared by Solano County in associa ti on with Syar in 2003 and revised plans in 20 14 . Im provements inc lude enhancin g the pavement structural sectio n (except no concr ete rein forcement structure cross in g Lak e Herman Roa d at the qua rry entra nce) , lane widen ing, additi on of paved shoul der s, addition of a left turn lane in to the qua rry en trance for ea stbo und truck traffic, a mer ge lane for westbound tru cks leavi ng the qua rry, and a transition section on the eas t si de of the qu arry entr ance. Much of the in creased paving that would result fro m the impr ove ments woul d oc cur on the southwest side of Lake Herm an Roa d and would in creas e by as much as 22 feet. Imp rove ments on the no rtheast side would be lim ited to the entr anc e and appro ach to the en trance. The existi ng roa d va ries in width fro m 23 to 47 feet. After installa tion of the impr ovements , the width would var y between ab out 39 and 69 feet. These impr oveme nts wou ld be co mp leted within th ree year s after iss ua nce of the Use Perm it. Co nst ruction is expected to tak e appr oxim ately si x mon ths.

VIII. DISCUSSION AND ANALYSIS
The Dep artm en t of Resou rce Man ageme nt staff has reviewed the pro jec t for cons istenc y with the Solano County Gener al Pla n, the Solano County Zo ning Reg ula tions, the Surface Mining an d Reclam atio n Act (S MARA) , and the Cali forn ia Envir onmental Qual ity Act (CEQ A) .

Gener al Plan & Zoni ng Cons istenc y
General Pla n - The property is design ated Ag riculture with a Res ource Cons ervati on Ove rlay by the Solano County Ge neral Pla n. An Agri culture land use desig na tion provi des areas for the prac tic e of agric ulture as the primar y use, in clu ding ar eas that contri bute signi fica ntly to the local ag ricu ltural economy and al lows for seconda ry uses tha t suppo rt the eco nomic via bili ty of ag ric ultu re. A Resou rce Co nversation Overla y ident ifies and protects areas of the Co unty with special resou rce ma nagem ent needs . The Cali fornia Surfac e Mini ng and Recl ama tion Act of 19 75 (S MARA) requir es tha t all juris dic tions in corpo rate mapp ed mi neral resources designations appr oved by the State Mini ng an d Geo logy Board within their Gener al Plans. The Lak e Herm an Qua rry area is deSig nated an MR Z-2 Mi neral Resou rce Zone, which is described as an area wher e adequat e informa tion in di cates tha t signi ficant miner al depos its are present, or where it is judged tha t a high lik elihood for their presenc e exists. The expansion and continu ed mi ning operation at the Lak e Herm an Qua rry si te, as propos ed, co mp lies with the Solano County Gen eral Plan .

Zo nin g -The pro perty is zot;led A-20, Excl usive Ag ricultural (20 acre minim um ), which all ows sur face mining with a Use Per mit, accor din g to Tabl e 28-21 A in Section 28.21 (Ag ricult ural Dis tri cts) an d Section DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Syar Industries, Inc.

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28.78. 20( A) Gener al Req uir emen ts fo r In frastru cture Us es of the Solano Cou nty Zoning Reg ula tio ns.

The applic ant has applied for a use permit to extend and expand the mi ning oper ation. As proposed , the project co mp lies with Solano Coun ty Zoning Reg ula tions.

Surf ace Min ing and Reclama tion Act (SMARA)
The Lake Her man Qua rry is par t of the Sulphu r Spr ings Moun tain mi neral resour ce tha t has been desig na ted by the State of Cali fornia as an Area of Reg ional Si gni fica nce, pur su ant to the State Sur face Mining and Rec lam ation Act (SMARA) of 19 75. Area of Regiona l Signi ficance means an area designa ted by the Sta te Mi ning an d Geo logy Bo ard , pur suant to publi c Reso ur ce Code sec tion 2790, which is kn own to co nta in a deposi t of mine ra ls, the extracti on of which is judged to be of prime imp orta nc e in meeting futu re needs for miner als in a par ticular reg ion of the state.

Recl amation as de fined in the Sta te Su rface Minin g and Rec la ma tion Act (SMARA) consis ts of a combin ation of land treatme nts in tended to minimi ze water degr adat ion , air polluti on, damage to aqua tic or wi ldlif e habi tat, and eros ion. SMARA states tha t the reclama tion process may inc lude back filling, grad ing, re-soi ling , revegetat ion, soil com pac tion and 'sta bili zat ion . Revegeta tion , an im portant part of mo st min ed-land reclamation pla ns, can provi de for erosion and sedimen t contr ol, du st contr ol, slop e stabil ity, aes the ti cs , cro p prod uction , or a combi nation of these pur poses .

Si nce ther e is an exis ting mining oper ation at the site , ther e is an existi ng, app roved Rec lama tion Plan for the proper ty. The app li cant has subm itted an Amended Rec la ma tion Plan to addr ess the expa nsi on of the mining oper ati on. The Rec lama tion Plan was or ig ina lly subm itted and revie wed by the State Div ision of Mines and Geo logy, Mined Lands Rec lama tion Pr ogr am. The com ple te Mining and Rec lama tion Plan was di stri bute d in ea rl ier corresponde nc e to the Planning Commsion.

In summar y, recla ma tion of the qu arry site wi ll be done in phases so tha t portions of the proper ty will be un dergoing reclamation as mining oper ati ons mo ve to oth er areas of the qua rry. Fina l rec;;lama tion will take place at the end of the 35-:-year permi t and will include remo ving all Of the eq uipmen t on the sit e, gr ading any rem aini ng ag greg ate stockpi les, fill ing in sedi men t ponds, dewater ing the pit area, in stalli ng necessar y dr aina ge syste ms, and seeding gr aded ar eas to co ntrol eros ion. Sl opes on the quar ry wil l be benched, resoiled and reve ge tat ed. The fina l use of the area will be open spa ce. The Rec lama tion Plan includes a reveg eta tion mon itoring progr am for five . year s after final reclama tion to en sur e tha t weeds are cont rolled and tha t plant ma teri als are gr owi ng suc ces sfully. .

In cluded in the Recla ma ti on Plan as Appendi x C is the Financ ial Assur anc e Co st Esti mat� (FAC E) .

SMARA req uir es ·s urface min e oper ator s to ob tain Cou nty appr oval of financial ass urances to ensur e tha t if the operator abandons the mine prior to reclama tion; the Coun ty wi ll ha ve the necessar y fu nds to reclaim the mi ned lands. Finan cia l Ass uranc e Cos t Esti ma tes are subm itte d ann ually by the oper ator for revie w an d appr oval by the Cou nty. The 2014 FAC E is cu rre ntly under review and wi ll be appr oved by staff at a later date . A condition of appr ova l addr essin g the upda ted FAC E is inc lu ded in the condi tion of appr oval for the pr oject. Un til then, the cu rre nt sur ety bond of $1,4 09,563. 17 will remai n in effect.

The proposed Rec lama tion Plan, as co ndi ti one d in this staff repor t, is cons iste nt with SM ARA and Chap ter 29 of the So lano Cou nty Co de.

OTHER REVI EW AN D COMME NTS
The ap plic ati on for expan sion was sent to State and local agenc ies fo r review and co mm en t. No co mm en ts we re re ce ived .

DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Syar Industries, Inc.

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The applic ation was reviewed by other Divis ions with the Departmen t of Resour ce Man agemen t and th eir co mmen ts are as foll ows:

The Envir onmen tal Heal th Ser vic es Div ision revi ewed the applic ati on and recommen ded cond itions of appr oval to the use permit which req uir e annual slop e sta bil ity ins pections of stoc kpiles and fi ni she d slop es to prevent adver se geologic al co ndi ti ons. Al so, conditions of appr oval addr ess in g the req uir emen ts of a Hazardous Ma ter ials Busi ness Plan and co mp lian ce with the State of Cali fo rnia Depar tmen t of Public Heal th, Division of Drinking Wate r.

The Public Works Engi neering Di vis ion revie wed the applic ati on and rec ommen ded condit ions of ap prova l relating to road impr ove men ts req uir ed along Lake Her man Road near the qu arry en trance.

Road impr oveme nts were a req uir emen t of the previous use perm it appr oved in 20 01 . Per the 2001 permit, the road impr ove men ts we re to be tri gger ed when Syar Ind ustri es began using the pro per ty to the so uth of Lake Herman Road for storag e of ove rbu rden . With the current appl icati on, this pa rce l wi ll no longer be used for overbur den sto rag e. Discussions were held betwe en Syar In dustri es and Pub lic Works Engine ering as to what type of road impr oveme nts would be requir ed with this cu rrent application for expansion and extension. The previ ously appr oved road impr ovement plans have been redesigned to avoid exist ing util iti es. The plans ha ve been agr eed to by both Sya r In dus tries and the Cou nty and condi tions of ap prova l are included belo w to refl ect the redesi g ned road impr ove me nts .

The Build ing Div ision reviewed the applic ati on and has co ndi tioned the perm it to req uir e a buil ding perm it for the ins ta lla tion of any ne w struc tures.

IX. ENVIRONMENTAL IMPACT REPORT/DETERMINATION
The Cou nty of Solano, as Lead Ag en cy, thr ough its co nsul tant GHD , In c. prepared a Draft EIR (DEI R) for the pr oposed Projec t. The EIR exami nes all of the potenti ally signi ficant envi ronmen tal effe cts of the project, and al tern ative and /or mi tiga tion me asur es to reduc e or avoid those signi ficant im pac ts . The pu rpose of an EIR is no t to rec om mend either appr ova l or denial of a project, but to di sclose objective in form ation so tha t in formed decisions can be made .

The Draft EIR was publ ished for a 45-d ay public revie w and comm ent period that beg an on Ju ly 19 , 201 3 and closed on Sep temb er 4, 20 13 . A No tice of Compl etion was filed on July 19 , 20 13 with the State Clear ing house, which then cir cu la ted the doc umen t to res ponsible and in te rested agencies. Add itional copies we re dis tribu ted to selec ted age ncies , organi zations and indi viduals who had earlier reques ted a copy. A Final EIR (FEI R) was prepared and di stri bu ted to the Planning Comm iss ion and com men ting agenc ies on No ve mb er 14 , 20 14 , in advance of the minimum req uir ed 10 -day s prior to the schedu led certific ati on da te on Dec emb er 4, 20 14 . The FEIR in co rpo rates the DEIR by reference and in clu des the com men t letters rece ived dur ing the public review of the DEI R and responses to those com men ts, as well as addit ional refe rences used in prepar ation of the FEI R. The Planning Comm ission mu st certif y the EIR as a com plete, accu rate , and objec tive analysis pr ior to taki ng action on the proposed use per mit.

Potenti al envir onme ntal im pac ts are classi fied in to one of thr ee major categor ie s: sig ni ficant imp acts tha t would remain sig ni ficant even with mi tiga tion ; si gni ficant im pac ts that co uld be mi tig ated to a le vel of less than sig ni fica nt; and less than signi ficant imp acts tha t wo uld req uir e no mi ti ga tion. A co mple te di scus sion of each im pac t and associ ated mi tig ation is pr ovided in the appr opr iate Chap ter s of the DEI R and as supplemen ted in the FE IR . The final mi tiga tion measur es are co nta in ed in Exhibit C (M iti ga tion and Moni tori ng Pla n).

DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Syar Industries, Inc.

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Potenti al envir onmen tal im pac ts and mi tig ati on measur es , when nec ess ary, for the Syar projec t are summ arized in Table 1- 2 of Chap ter 1 (I ntr oduc tion and Summar y) of the DEI R. For each sig nificant im pa ct, the table inc lu des a summar y of the mi tig ati on mea sur e( s) and the level of signi ficance bef ore and after mi tiga tion. A bri ef summar y of the Table 1- 2 is provided belo w. As stated above, a com plete discussion of each imp act and assoc ia ted mi tiga tion is pr ovided in the ap propri ate Chap ters of the DEIR, and as supplemen ted in the FEI R. For the Syar projec t, the EIR concl udes as foll ows:

Significant Impacts after Mitigati on
Ther e were no areas of sig ni ficant impac t after mi tig ati on or areas wher e mit iga tion was not availab le.

Significa nt Impacts tha t coul d be Mitig ated to a Less- Than -Significant Leve l Signi ficant and pote ntiall y signi ficant impac ts tha t could be mi tig ated to a le ss-than- signi fica nt le ve l wo uld occur in the ar eas of Air Quali ty (AQ-2 ), Biology (BI0 -1 -3,- 5) , Cu ltur al Resou rces (CR-1 -3) , Ge ology and Soils (G EO -2-5) , Gre enhouse Ga ses and Ener gy Use (CG- 2), Hydrology and Wate r Quali ty (H WQ-1 , 4- 5) , Transp ortati on (TR-4- 5).

Less than Si gnifica nt Impac ts
Less than sig ni fican t imp acts that would not req uir e mi tiga tion are iden tified for Aesth eti cs , Ai r Qual ity, Biology, Geolo gy and Soils, Green house Gases and Ener gy Use (GG -1 ), Hazar dous Ma teri als (H AZ-1 - 6) , Hydr ology and Wate r Quali ty (HWQ-2-3 ,- 6) , Lan d Use (LU-1), No ise (NO-1 -4) , Public Ser vi ces , Recr eat ion, and Util ities (PS-1 -2) , Transpor tation (TR -1 -2).

Cumula tive Impa cts
CEQ A requir es the ana lysis of the "cumula tive im pac ts" of a projec t when exi sting or pla nned pr ojects woul d prod uc e impac ts in a particular im pac t cate gory, an d wher e the project under review wo uld co ntribute to these imp acts . In the case of the Syar project, no cumula tive imp acts we re ide ntified.

Altern atives
Chap ter 5 of the DEIR ana lyzes al terna tives of the Pr ojec t. As men tion ed earlier in this re por t, the Project has been su bstan tially revised fro m the projec t that was de scri bed in the orig inal appli cati on . Ther e were thr ee pri mar y changes in the project: the nor th sec tion of the project area was found to contai n a numb er of sensi tiv e hab itats , suc h as habi tat for the Callip pe Si lverspot But terfly, and the applic an t req uested tha t the sensitive ar ea, ap proxi mate ly 82 acres , be excl uded fro m the mining area. Secondly, the elimina tion of the over burden si te across La ke Herman Road , and thirdly, the elimi na tion of the in crease in saleable aggr eg ate fro m 4.0 mi llion to ns to the exis ting 3.0 mi llion to ns.

These project change s el imina ted pote ntial biologic al resour ces, aesthetic s, air quali ty , hyd rol ogy, gr eenh ouse ga ses , and transpor tati on imp acts all of whic h ha ve been avo ided by the cu rre nt pr oposed proje ct.

Altern atives Evalua ted In cluded :

Alterna tive 1 - No Pr oject Altern ative (as requir ed by CE QA) Un der the No Project Alte rn ative , oper ation of the quar ry wo uld conti nue un til expir ation of the use permit and reclama tion wo ul d beg in. Ho weve r, the demand for aggr eg ate would remain the same. With out the quar ry, lo cal cons tru cti on pr ojects would nee d to fi nd an al tern ative sour ce of aggr eg ate produc t. The next clos est sour ce of supply wo uld be a qua rry in Napa or a qu ar ry in Contr a Co sta Coun ty. Ho weve r, the perm itted capa city of these two quar ries combined could no t acc om moda te dema nd th at is cur rently supp li ed by the Lake Her ma n Quar ry. Ther efo re, the No Project Altern ative wo uld in crease vehicle miles trav eled, which wo ul d res ult in mor e air poll ution and gr eenhouse gas emi ssions, and shi ft traffic im pac ts to oth er areas .

DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Syar Industries , Inc.

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Altern ative 2 - Red uced Biolog ical Im pacts
This wo uld be the same Pr oject, except that biolo gical resou rces al ong the sou thern bor der of the projec t site would be avo ided . Mi ning and process ing would conti nue in the same manner and the pit wo uld be expanded as propos ed, ho weve r; a 30 0-foot exclusion bu ffer would be est abl ished alo ng the sou the rn border to avo id sens itive wetlands and grasslands. The Dr aft EIR co ncluded tha t Altern ative 2 was the Env ir on ment ally Sup erior Altern ative because it would ha ve fewe r im pac ts to bi olog ic al resou rces than the Project. Howeve r, none of Pr oject's im pac ts are com plete avo ide d under Altern ative 2, and the mi tig ation proposed for implemen tati on of the Project would also apply to Altern ative 2.

The Draft EIR ide nti fies the Project as the envir onmen tally preferred altern ative , as a means of satis fying the projec t objec tives as stated wh ile mini mizi ng pote nti al envir onm en tal im pac ts.

Commen ts Rece ived on the Draft EIR
A Notice of Comple tion was filed on July 19 , 201 3 with the State Clear ing house, which then ci rcula ted the document to re sponsible and in terested age nci es. No co mm en ts were received fro m any State agenc y in reg ards to the Draft EI R.

All the com men t le tters received are lo cated in the Final EI R along with a deta iled response to eac h comm ent. Be low is a brief summar y of some of the commen ts receiv ed :

The Ci ty of Benicia req uested a clar ifica tion on extrac ti on and hour s of oper ati on and also had qu esti ons reg arding vi sual im pac ts. The Ci ty of Valle jo had comm en ts reg arding Gree nho use Gas Emissions, need for Heal th Risk Assess men t and Transpor tation concerns. The Tri-C ity and Coun ty Cooper ative Planning Gr oup had que sti ons reg arding pos sible im pac ts to near by hiking trails. Commen t letters fro m mem ber s of the public inc lu ded conc erns abou t grou ndw ate r, air quali ty, dust, and noi se .

As found in the Final EI R, the em ission data was clar ifi ed as sho wn in Appendix A of the Final EI R.

Additio nal gr ound wate r studies we re conduc ted and concluded tha t ther e woul d be no im pac ts to gr ound wate r. As requ ested, addi tional noise da ta was inc luded as sho wn in Appe ndi x C. Mi tig ation measur es and condi tions of appr ova l addr ess hour s of oper ati on, noi se and street sweeping fo r du st co ntrol and hik ing trails.

Mitigation and Mon itoring Plan
A Mi tigation and Moni tori ng Plan has been pr ep ared for adop tion by the Planning Commi ssio n in complia nce with the req uir emen ts of Public Resour ces Code Sec tion 21081.6. A Mi tig atio n and Moni toring Plan is req uir ed in order to ensur e the implemen tati on of those mi tigation measur es rec omm ended in the EI R tha t are being imposed on the project by Solano Cou nty as Condi tio ns of Appr oval for the req uir ed per mits. An upda ted Mi tig ation and Mon itori ng Plan is provided as Exh ibi t C.

The Mi tiga tion Moni tori ng Plan referenc es the Catraio Ranch Mana gemen t Plan under the Mon ito ring/ Repor ting Acti on co lumn. Syar subm itted a copy of the plan to staff and has been working with U.S. Fish and Wild li fe Ser vic e and U. S. Army Cor ps of Engine ers on the plan. This plan es ta blishes a conser vation easemen t of 106 acr es on the Ca tra io Ranch proper ty which is own ed by Syar and cu rre ntly used for gr azi ng activiti es. The conser vation easem ent would set aside land in pe rpetuity to compen sate for the im pac ts to the Callip pe Silv ersp ot Bu tterfl y and the Cali fornia Red-Leg ged Frog.

X. CEQ A FI ND INGS
Findin gs pur suant to the Cal ifornia En vironmen ta l Qual ity Act in Supp or t of the Ad op ti on of the Lake Herman Qua rry Expa nsion can be found in Attachmen t 1 of Exh ibi t A.

DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Syar Ind ustries, Inc.

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XI . FIN DINGS FOR USE PER MIT APP ROVAL AN D RE CL AMA TI ON PL AN

APP ROVAL
Based on the di scussion ab ove , staff recomme nds tha t the Planning Comm iss ion ma ke the follo wing findings in reg ard to this project:

1. The est ablishm en t, maint enanc e or oper ati on of a use or building appl ied fo r ar e in conf or m ity to the Gen er al Plan fo r the Cou nty with re ga rd to traffi c cir cu lat ion, popu lat ion dens ities and di str ibu tio n, and oth er aspec ts of the Gener al Plan cons ider ed by the Zo ning Ad minis trato r or Pl anning Commission to be per ti ne nt.

As discussed under Gener al Plan and Zoning Consis te nc y in the Dis cus sion and Analysis sec ti on of the staff report, the est abli shme nt, main te nanc e and oper ation of the proposed projec t is consis tent with all pertinent goals, pol icies and progr ams of the Solano Coun ty Gen eral Plan .

2. Adeq uate uti lit ies, access roads, dr ainage and oth er nec essa ry fac ili ties ha ve been or ar e being pr ovided. Adequa te fac ilitie s wi ll be pr ovi ded.

The projec t si te is cu rrently ser ved by Lak e He rm an Road and Columbus Pa rkway.

Im prove men ts to Lake Her man Road and the quar ry entr anc e are condi ti oned as part of this projec t. Drai nage wi ll be acco mmod ated by the existi ng dr ai nage facili ties suc h as the ponds and basi ns. El ectri cal u,tili ties are cu rrently att he site . No change s are proposed to the exi st ing sep tic and restroom faci li ties and the ther e is an existi ng bot tled water progr am for Syar empl oyees .

3. The appl icant exh ib its pr oof tha t su ch use wi ll no t, under the cir cu mst an ces of the par ti cular case, con stitut e a nu isance or be de tri me ntal to the health, sa fety, p eace, mor als, comf ort or gener al welf ar e of per sons residing or worki ng in or pass ing thr ough the neigh borhood as such pr opo sed use, or be de tri me ntal or in jur ious to pr oper ty and impr ove me nt s in the neighborhood or to the gener al welf a re of the Cou nty; pr ovid ed tha t if any pr opo sed building or use is necessar y fo r the public health, sa fety or gener al welfar e, the fi nding shall be to that effe ct.

The applicant has sho wn evid ence to su pport mak ing this manda tor y finding. The project prese nts insigni ficant envi ronmen tal imp acts and the Reso urce Man agemen t Depar tment has recomme nded the adop tion of an Envir onm ental Im pac t Report (EIR ) for the projec t. The projec t has been de signed and condi tioned to reso lve conc erns iden tified du ri ng the prepar ati on of the EIR reg arding aesthetic s, agr icul tural res our ces, air quali ty, biolog ic al resour ces , cultural resour ces, geology and soils, gr eenhouse ga ses, ha zar dous ma te rials , hyd rology and wate r quali ty, land use, popula tion and housing , min eral resour ces , n oise, public ser vi ces , uti li ties and recrea tion and transpor tation.

4. The proposed Rec lama ti on Plan, as amended by the appl icant and pr opo sed cond iti ons of appr ova l is consis te nt with the req uir ement s of the Su rface Mi ning and Rec la ma ti on Act of 19 75 (SMAR A) and Ch ap te r 29 of the Solano Cou nty Code. The Re cla mat ion Plan pr ovides fo r the rec la mat ion of di sturbed land s, pr eve nt ion of adver se effects , and pr otecti on of the public he alth and sa fety.

5. A copy of the applic at ion, Recla ma tion Plan and oth er documen ts subm itted by the appl icant was sub m itted to the Offi ce of Mi ne Reclamat ion (OMR ) and the comme nts sub m itted ha ve been consider ed by the Cou nty in the rev iew of this projec t.

DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Syar Industries, Inc.

U-08-09/RP-08-01 Staff Report

Page 18 ends

6. The pr opo sed use is com pati ble with sur rou nding land uses and will no t conf lic t with the long term open sp ace land use potenti al of the pr oject si te.

7. The use will no t ha ve a nega tive effe ct on neighb oring prope rties or pose a th reat to he alt h or safety.

8. The pr oject is in conf or mance with the Solano Cou nty Gener al Pl an and pr ovides fo r retu rn ing the proposed mine ar ea to open sp ace.

9. A surety bond fo r $1 ,409,56 3.1 7 (as may be adj us ted cons ist e nt with the req uir eme nts of SM ARA) is necessar y to com ply with the fi nancial as sur ance re quir eme nts of SMA RA and to guar an tee comple tion of the Recl amation Plan.

XI I. CONCLUS ION
Based on the appl ica tion ma terials subm itted by the applic ant, the in form ati on cont ained in the EIR including the mi tig ation measur es inc or por ated int o the project as co ndi tions of appr ova l, the Reclama tion Plan , and as di scussed in this report, staff recommen ds tha t the Planning Com mis sion fi nd tha t the project is cons istent with the appl icable pr ovisions of the Gen eral Plan and Zoning Reg ula tions, and all other applicable plans, polic ies, ordinanc es and reg ula tions.

The Use Per mi t Findings, Rec lama tion Plan Findings, CE QA Findings, as atta ched to this staff report, desc ri be the potent ially signi ficant impac ts to a le ve l that is less than sign ificant, the means of mi tig ati ng such imp acts to a level less than signi ficant, as the reasons for recommendin g appr ova l of the projec t.

ATTACHMENT S:

EXH IB IT A Reso lu tion Certifying EIR ..................................... ............ ............. ............. .......... 19 . EXH IB IT B Resolution Appro ving U-08-09 and RP-08-0 1 ................. ............... ........... .......... 21 Attachment 1 - CE QA Findings ...... . ... . ....... . ...................... ..... ............... ..... . ........ 25 Attachment 2 - Cond itio ns of Approv al. . ................................. ................... .......... 31 EXH IB IT C Mitiga tion and Moni toring Plan . .. ........ . ................ . ..... . ......... .. ............. . .... . .... . ...... 47 The follo wing do cumen ts were previousl y di strib uted an d can also be found on the Cou nty Website at www.s ola noc oun ty.c om ; clic k on Departme nts , Resou rce Mana gement. Doc umen ts; Env iro nmen tal Imp act Reports & Ne gative Decla rations:

Final EI R
Draft EI R
Mining and Reclama tion Pl an RP-0 8-0 1
DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 18719286.1
Exhibit F to Collaborative Use Easement
Quarry Expansion Area
DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 18719286.1
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of )
On ____________________, before
me, ____________________________, a Notary Public,
personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 18719286.1
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

EXHIBIT G
Quarry
Expansion Area
DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

EXHIBIT H

1. In accor
dance with paragraph 10 of the Site Preparation Agreement, City and Syar agree to the following:
a. The Quarry Operator will not blast on weekends except under emergency situations (as defined in Section 13 hereof). The Quarry Operator will give City 48-hour notice prior written notice of any emergency blasting events. The City may require cancellation of outdoor activities at the revised Blue Rock GC during the scheduled emergency blasting events.
b. T he City may temporarily suspend special outdoor activities at the clubhouse during the scheduled Quarry weekday blasting events and emergency blasting events. This provision shall in no way cancel golf play. c. City shall require, consistent with SB 110 of 2011 (amending Section 1103.4 of the Civil Code), that future land purchasers or lessors, and business operators, within one mile of the Quarry receive a “Notice of Mining Operations” disclosing the presence and continued operation of the Lake Herman Quarry with its blasting consistent with the Quarry Permit and EIR.
d. Commercial land sales/leases, and residential sales/leases for all properties listed in Exhibit A of this Agreement shall include a deed restriction providing notice of Quarry Operations consistent with the Quarry Permit and the Easement identified in Exhibit F.

DocuSign Envelope ID: 350D47B3-4F04-4083-853A-325D20545454 DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Certificate Of Completion
Envelope Id: 350D47B34F044083853A325D20545454 Status: Completed Subject: Please DocuSign: Syar_City_Blue Rock_ Settlement Agreement_FINAL.pdf Source Envelope:

Document Pages: 57 Signatures: 5 Envelope Originator:

Certificate Pages: 6 Initials: 0 Deena York
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
555 Santa Clara St
Vallejo, CA 94590
[email protected]
IP Address: 71.128.39.127
Record Tracking
Status: Original
7/29/2022 5:48:34 PM
Holder: Deena York
[email protected]
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Vallejo Location: DocuSign Signer Events Signature Timestamp
James M. Syar
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 12.154.95.66
Sent: 7/29/2022 5:58:28 PM
Resent: 7/29/2022 6:10:49 PM
Resent: 7/29/2022 6:42:16 PM
Resent: 7/29/2022 7:08:17 PM
Resent: 7/29/2022 7:46:18 PM
Viewed: 7/29/2022 7:48:16 PM
Signed: 7/29/2022 7:50:02 PM
Electronic Record and Signature Disclosure:

Accepted: 7/29/2022 7:48:16 PM
ID: 5c5b15a8-ff4a-4a67-8a36-05a9e8e9ce5c
Douglas V. Mull
[email protected]
Senior Vice President NorCal Planned Communities
Lewis Management Corp
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 174.208.160.37
Signed using mobile
Sent: 7/29/2022 7:50:04 PM
Viewed: 7/29/2022 8:13:31 PM
Signed: 7/29/2022 8:13:55 PM
Electronic Record and Signature Disclosure:

Accepted: 12/16/2020 1:55:56 PM
ID: f331ab53-3555-4686-89ed-bbb860904010
Veronica A.F. Nebb
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 71.128.39.127
Sent: 7/29/2022 8:13:58 PM
Viewed: 8/1/2022 3:07:51 PM
Signed: 8/1/2022 3:10:47 PM
Electronic Record and Signature Disclosure:

Accepted: 6/23/2021 5:11:28 PM
ID: efeca5c8-5bd2-4390-adf5-bad54db96447
Gillian Hayes
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 107.127.14.127
Signed using mobile
Sent: 8/1/2022 3:10:49 PM
Viewed: 8/1/2022 5:13:54 PM
Signed: 8/1/2022 5:14:01 PM
Electronic Record and Signature Disclosure:

DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Signer Events Signature Timestamp
Accepted: 4/15/2020 8:49:56 AM
ID: 64073036-7742-40cb-9ec6-9617d2aada96
Dawn G. Abrahamson
[email protected]
City Clerk
City of Vallejo
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 174.194.193.214
Signed using mobile
Sent: 8/1/2022 5:14:04 PM
Viewed: 8/1/2022 5:18:48 PM
Signed: 8/1/2022 5:19:05 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Dick Loewke
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 7/29/2022 5:58:28 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Paul Aherne
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 7/29/2022 7:46:04 PM
Viewed: 7/30/2022 3:06:03 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Jeb Elmore
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 7/29/2022 7:50:04 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Angelina Joya
[email protected]
Deputy City Clerk
City of Vallejo
Security Level: Email, Account Authentication
(None)
Sent: 8/1/2022 5:19:08 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 7/29/2022 5:58:28 PM
Certified Delivered Security Checked 8/1/2022 5:18:48 PM Signing Complete Security Checked 8/1/2022 5:19:05 PM
Completed Security Checked 8/1/2022 5:19:08 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Vallejo (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system.

Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

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At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

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If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 10/10/2019 1:09:10 PM Parties agreed to: James M. Syar, Douglas V. Mull, Veronica A.F. Nebb, Gillian Hayes DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

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DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

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DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

Exhibit C-1 | Page 1
Exhibit C-1
Legal Description – Residential West Parcel
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit C-1 | Page 2
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit C-1 | Page 3
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit C-1 | Page 4
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit C-2 | Page 1
Exhibit C-2
Legal Description – Commercial North Parcel
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit C-2 | Page 2
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit C-2 | Page 3
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit C-2 | Page 4
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit C-3 | Page 1
Exhibit C-3
Legal Description – Commercial South Parcel
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit C-3 | Page 2
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit C-3 | Page 3
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit C-3 | Page 4
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit D Purchase and Sale Agreement and Joint Escrow Instructions Exhibit D
Due Diligence Materials

1. Agreements. Copies of all existing easements, covenants, restrictions, agreements, warranties, and other documents, if any, which affect or relate to the Subject Property that are not disclosed by the Preliminary Title Report, including without limitation all agreements for the purchase of the Subject Property or an interest therein or an option with respect thereto entered into within the last three (3) years and documentation evidencing the termination or cancellation of the effectiveness of such agreements (which documents may be redacted to prevent disclosure of the purchase/option price).

2. Leases. Copies of all existing commercial or residential leases or rental agreements regarding any portion of the Subject Property, any guarantees thereof, and all amendments thereto (“Leases”), together with all court filings and/or correspondence regarding any past or ongoing litigation or disputes with tenants.

3. Service Contracts. Copies of all service, maintenance, management and other contracts and agreements related to the operation and management of the Subject Property.

4. Notices of Claims. Copies of all written notices actually received by City regarding any actual or potential claim, default, violation or liability with respect to the Subject Property.

5. Other Subject Property Documents. Copies of all the following documents, to the extent they are within City’s possession, custody, or control: preliminary title reports, surveys and recorded parcel/tract maps, plotted easements, property tax bills for the three (3) years prior to the date of this Agreement; assessment district information; aerial photographs of 655 Columbus and/or the Subject Property; environmental assessments; hazardous waste reports/toxic waste studies; flood zone maps; drainage facility studies; hydrology studies; soils and/or boring reports; utility studies; utility availability letters; tree studies/surveys; traffic, biological, acoustical studies/surveys; engineering and/or geotechnical studies; prior development applications/correspondence to/from the County of Solano, Solano County Department of Environmental Health, and related public agencies; prior architectural drawings, engineering drawings, construction drawings and any other drawings (including but not limited to site plans, building plans, elevations, schematics, renderings and details); environmental impact report(s); special studies zone; specific plan/planned community texts, and CC&Rs/design and review criteria; and documentation concerning the 655 Columbus or the Subject Property that was disclosed to City in connection with its acquisition of 655 Columbus.

DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit E
Form of Grant Deed
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

CITY OF VALLEJO
Attn: City Attorney
555 Santa Clara Street
Vallejo, CA 94590
_____________________________________________________________________________ (Space above line for Recorder’s use only)
APN: 0081-040-100 (portion), 0081-040-880 (portion), 0081-191-010 (portion), 0081-040-110 (portion), and 0181-190-010 (portion)
Property Address: None

GRANT DEED
The undersigned declares that the document to which this page is affixed and made a part of is exempt from the fee imposed by the Affordable Housing & Job Act (SB2) (GC 27388.1) and Restrictive Covenant Modification (GC 27388.2)
( ) Recorded [concurrently] in connection with a transfer of real property subject to the imposition of Documentary Transfer Tax per GC 27388.1 (a) (2) & Gov’t Code 27388.2(b). ( ) Recorded [concurrently] in connection with a transfer of real property that is residential dwelling to an owner-occupier per GC 27388.1(a)(2) & Gov’t Code 27388.2(b). ( ) Maximum fee of $225 has been reached per GC 27388.1(a)(1). ( ) Not related to real property GC 27388.1(a)(1).
( ) Transfer of real property subject to the imposition of Documentary Transfer Tax - GC 27388.1(a)(2) and 27388.2(b).
( ) Transfer of real property that is a residential dwelling to an owner-occupier - GC 27388.1(a)(2) and 27388.2(b).
( X ) Document is executed or recorded by the state or any county, municipality, or other political subdivision of the state – Gov’t Code 27388.1(a)(2) & Gov’t Code 27388.2(b).

THIS PAGE ADDED TO PROVIDE EXEMPTION INFORMATION FOR THE BUILDING

Page 1 ends

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

Documentary Transfer Tax is: $0.00 [Cal. Govn’t. Code §§ 6103 and 27383] ( x ) computed on full value of property conveyed, or
( ) computed on full value of less of liens and encumbrances remaining at time of sale. ( ) unincorporated area: ( x ) City of Vallejo
( ) Signature of Declarant
________________________________________________
By: Michael Malone
Its: City Manager

GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the CITY OF VALLEJO, a municipal corporation, (“Grantor”), hereby grants to BLUE ROCK SPRINGS, LLC, a Delaware limited liability company, (“Grantee”), all right, title, and interest in and to that certain real property situated in the City of Sacramento, County Sacramento, State of California, as described in Exhibits A-1 through A-3, which is attached and incorporated in this Grant Deed by this reference.

Grantor has caused this Grant Deed to be duly executed on December ___, 2022. [SIGNATURES FOLLOW]
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Terrance Davis
acting City Manager

Page 2 ends

IN WITNESS WHEREOF, the Parties have executed this Grant Deed as of the date and year first above written.

THE CITY OF VALLEJO
a municipal corporation
_____________________________________
By: Michael Malone
Its: City Manager
ATTEST:
_____________________________________
By: Dawn Abrahamson
Its: City Clerk
APPROVED AS TO CONTENT:
_____________________________________
By: Gillian Hayes
Its: Assistant City Manager
APPROVED AS TO FORM:
_____________________________________
By: Veronica A. F. Nebb
Its: City Attorney
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Terrance Davis
acting City Manager

Exhibit A-1 | Page 1
Exhibit A-1
Legal Description – Residential West Parcel
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit A-1 | Page 2
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit A-1 | Page 3
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit A-1 | Page 4
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit A-2 | Page 1
Exhibit A-2
Legal Description – Commercial North Parcel
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit A-2 | Page 2
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit A-2 | Page 3
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit A-2 | Page 4
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit A-3 | Page 1
Exhibit A-3
Legal Description – Commercial South Parcel
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit A-3 | Page 2
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit A-3 | Page 3
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 Exhibit A-3 | Page 4
DocuSign Envelope ID: DD048B7C-3F32-4019-B775-453A28F31325 ________ ________
________ ________

1. BasicProvisions ("BasicProvisions").

1.1 ParƟes. This Lease("Lease"), datedforreference purposesonly December ___, 2022 ,ismade byand between BLUE ROCK SPRINGS, LLC, a Delaware limited liability company ("Lessor")and CITY OF VALLEJO, a municipal corporation ("Lessee"), (collecƟvely the" ParƟes", orindividuallya "Party").

1.2 Premises: That certainreal property,includingall improvementsthereon ortobe providedby Lessorunderthe termsof thisLease, commonlyknownas (streetaddress, city,state, zip): n/a ("Premises"). ThePremises arelocatedin theCounty of Solano ,and aregenerally describedas (describe brieﬂythe natureof thepropertyand theimprovements onthe property,ifany, and, ifapplicable,the "Project",if thepropertyis locatedwithin aProject): a portion of the Blue Rock Springs Golf Course, more fully described on Exhibits A-1 through A-2 . (See alsoParagraph 2)

1.3 Term: Year-to-year, commencing on the date when Lessor takes title to the Premises (i.e., on or prior to December 30, 2022), and continuing thereafter, subject to (a) termination due to rescission as provided in Paragraph 51; or (b) termination by Lessor on 180 days' notice, following Lessor's receipt of entitlements to develop the Premises years and months ("Original Term") commencing ("Commencement Date") and ending ("ExpiraƟon Date"). (See also Paragraph 3)

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

1.5 Base Rent: $1.00 per year; payable on the date of commencement, and annually thereafter permonth ("BaseRent"), payableon the dayof eachmonthcommencing . (Seealso Paragraph4) Ifthis boxis checked,thereare provisionsin thisLease fortheBase Rentto beadjusted. SeeParagraph .

1.6 Base Rentand OtherMonies PaidUpon ExecuƟon:

1.7 Agreed Use: Continued use and operation of a golf course, and attendant uses consistent with Lessee's use of the Premises prior to commencement . (See alsoParagraph 6)

1.8 Insuring Party.Lessoris the"InsuringParty". The annual"BasePremium" is TBD . (See alsoParagraph8)

1.9 n/a[nobrokers] Real EstateBrokers. (Seealso Paragraph15 and25) agency relaƟonships in this Lease with the following real estate brokers ("Broker(s)")and/ortheir agents("Agent(s)"):

Lessor'sBrokerage Firm License No. Isthe brokerof(check one): theLessor;or both theLessee andLessor(dual agent).

Lessor'sAgent LicenseNo. is(check one): theLessor'sAgent (salespersonor brokerassociate);or both theLessee's Agentand theLessor's Agent(dualagent).

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

Lessee'sAgent LicenseNo. is (checkone): theLessee's Agent(salesperson orbrokerassociate); or boththe Lessee's Agentand theLessor's Agent(dualagent).
separate wriƩen agreement(or ifthereis nosuch agreement,the sumof or % ofthetotal BaseRent) forthe brokerageservicesrendered bythe Brokers.

1.10n/a Guarantor. The obligaƟons ofthe Lesseeunderthis Leaseare tobeguaranteed by ("Guarantor"). (SeealsoParagraph 37)

1.11 AƩachments. AƩached hereto are the following, all of which consƟtute a part of this Lease:
an AddendumconsisƟngof Paragraphs 51 through ;

STANDARDINDUSTRIAL/COMMERCIAL LAND LEASE-GROSS
(DONOTUSETHISFORMFORBUILDINGSORFORLEASESPROVIDINGFORTHECONSTRUCTIONOFBUILDINGS) (a) Base Rent: n/a for theperiod .
(b) SecurityDeposit: n/a ("SecurityDeposit"). (Seealso Paragraph5) (c) Other: n/a for .
(d) TotalDue Upon ExecuƟon ofthisLease: n/a .
(a) RepresentaƟon: Each Partyacknowledgesreceiving aDisclosure RegardingReal EstateAgencyRe laƟonship, conﬁrms and consentstothe following (b) Paymentto Brokers. Upon execuƟonand deliveryof thisLeaseby both ParƟes, Lessorshall paytothe Brokersthe brokeragefeeagreed toin a aplot plan depicƟng thePremises;
acurrent setof theRulesand RegulaƟons;
aWork LeƩer;
other(specify): legal description .

2. Premises.

________ ________
________ ________

2.1 Leƫng. Lessor herebyleases toLessee,and Lesseehereby leasesfromLessor,thePremises, fortheterm, atthe rental,and uponallof theterms, covenantsand condiƟonsset forthinthis Lease. Whilethe approximatesquarefootageofthe Premisesmay havebeenused inthe markeƟngofthe Premisesfor purposesof comparison,the BaseRentstated hereinis NOT Ɵed to square footage and is not subject to adjustment should the actual size be determined to be diﬀerent. NOTE: Lesseeisadvised toverify theactual sizepriorto execuƟngthis Lease.

2.2 SeeAddendum CondiƟon. Lessor shalldeliver thePremisesto Lesseefree ofdebrison theCommencement Dateor theEarlyPossession Date, whichever ﬁrst occurs("Start Date"),andwarrants thatthe exisƟngelectrical, plumbing,lighƟng,if any,and allothersuch elementsin thePremises,other thanthose constructedby Lessee,shall beingood operaƟng condiƟon onsaid date. If anon-compliance withsaidwarranty existsas oftheStart Date,or ifone ofsuchsystems orelements should malfuncƟon orfailwithin thewarranty period,Lessor shall,asLessor's sole obligaƟon withrespectto such maƩer,exceptasotherwise providedin thisLease, promptly aŌer receipt of wriƩen noƟce from Lessee seƫng forth with speciﬁcity the nature and extent of such non-compliance, malfuncƟon or failure, recƟfy same at Lessor's expense. The warranty period shall be 30 days. If Lessee does not give Lessor the required noƟce within the appropriate warranty period, correcƟon of any such non-compliance, malfuncƟon or failure shall be the obligaƟon of Lessee at Lessee's sole cost and expense. Lessor also warrants, that unless otherwise speciﬁed in wriƟng, Lessor is unaware of (i) any recorded NoƟces of Default aﬀecƟng the Premise; (ii) any delinquent amounts due under any loan secured by the Premises; and (iii) any bankruptcy proceeding aﬀecƟng thePremises.

2.3 SeeAddendum Compliance. Lessor warrantsthat tothebest ofits knowledgetheimprovements onthe Premisescomply withthebuilding codes,applicable laws,covenants or restricƟons of record, regulaƟons, and ordinances ("ApplicableRequirements")that werein eﬀect at the Ɵme that each improvement, or porƟon thereof, was constructed. Said warranty does not apply to the use to which Lessee will put the Premises, modiﬁcaƟons which may be required by the Americans with DisabiliƟes Act or any similar laws as a result of Lessee's use (see Paragraph 50), or to any AlteraƟons or UƟlity InstallaƟons (as deﬁned in Paragraph 7.3(a)) made or to be made by Lessee. NOTE:Lesseeis responsiblefor determiningwhetheror notthe ApplicableRequirements,and especiallythe zoning,are appropriatefor Lessee'sintendeduse, andacknowledges thatpast usesofthe Premisesmay nolongerbe allowed. IfthePremises donot complywith saidwarranty,Lessorshall, exceptasotherwise provided,promptly aŌer receipt of wriƩen noƟce from Lessee seƫng forth with speciﬁcity the nature and extent of such non-compliance, recƟfythe sameatLessor's expense. IfLessee doesnotgive Lessor wriƩen noƟceofa non-compliancewith thiswarrantywithin 6months followingthe StartDate, correcƟon of that non-compliance shall be the obligaƟon of Lessee at Lessee's sole cost and expense.

2.4 Acknowledgements. Lessee acknowledgesthat: (a)it hasbeen givenanopportunity toinspect andmeasurethe Premises,(b) ithas beenadvisedby Lessorand/or Brokersto saƟsfy itself with respect to the size and condiƟon of the Premises (including but not limited to the improvements, if any, security, environmental aspects, and compliance with Applicable Requirements and the Americans with DisabiliƟesAct), andtheir suitabilityforLessee's intendeduse, (c) Lesseehas madesuch invesƟgaƟonasit deemsnecessary withreference tosuch maƩers andassumes allresponsibilitytherefor asthe samerelateto itsoccupancy of thePremises, (d)it isnotrelying onany representaƟonas tothesize ofthe Premisesmadeby Brokersor Lessor,(e)the squarefootageofthe Premiseswasnot materialto Lessee'sdecision toleasethe Premisesand paythe Rentstatedherein, and(f) neitherLessor,Lessor's agents,nor Brokershavemade anyoral or wriƩen representaƟonsor warranƟeswith respecttosaid maƩersother thanas setforthin thisLease. In addiƟon,Lessoracknowledges that:(i) Brokershavemade no representaƟons,promises orwarranƟes concerningLessee'sability tohonor theLease orsuitabilityto occupythe Premises,and(ii) itis Lessor'ssoleresponsibility to invesƟgatethe ﬁnancialcapability and/orsuitabilityof allproposed tenants.

2.5 Lessee asPrior Owner/Occupant. The warranƟesmade byLessor inParagraph2 shallbe ofnoforce oreﬀect ifimmediatelyprior tothe StartDate Lessee wasthe owneror occupantofthe Premises. Insuch event,Lesseeshall beresponsible foranynecessary correcƟvework.

3. Term.

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

3.2 Early Possession. Anyprovision herein granƟng Lessee Early Possession of the Premises is subject to and condiƟoned upon the Premises being available for such possession prior to the Commencement Date. Any grant of Early Possession only conveys a non-exclusive right to occupy the Premises. If Lessee totally or parƟally occupies the Premises prior to the Commencement Date, the obligaƟon to pay Base Rent shall be abated for the period of such Early Possession. All other terms of this Lease(withtheexceptiontheobligationstopayRealPropertyTaxesandinsurancepremiums) shallbeineffectduringsuchperiod,andLesseeshallhaveadutytomaintainthePremises. (includingbut notlimited tothe obligaƟons to pay Real Property Taxes and insurance premiums and to maintain the Premises) shall be in eﬀect during such period. Any such Early Possession shall not aﬀect the ExpiraƟon Date.

3.3 DelayInPossession. Lessor agreestouse commerciallyreasonable eﬀorts to deliver exclusive possession of the Premises to Lessee by the Commencement Date. If, despite said eﬀorts, Lessoris unableto deliverpossessionby suchdate, Lessorshallnot besubject toanyliability therefor,nor shallsuch failure aﬀect the validity of this Lease or change the ExpiraƟon Date. Lessee shall not, however, be obligated to pay Rent or perform its other obligaƟons unƟl Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and conƟnuefor aperiod equaltowhat Lesseewould otherwisehave enjoyedunderthe termshereof,butminusany daysof delaycausedby theacts oromissions of Lessee. Ifpossession isnotdelivered within60 days aŌer the Commencement Date, Lessee may, at its opƟon, by noƟce in wriƟng within 10 days aŌer the end of such 60 day period, cancel this Lease, in which event the ParƟes shall be discharged from all obligaƟons hereunder. If such wriƩen noƟce is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate. If possession of the Premises is not delivered within 120 days aŌer the Commencement Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in wriƟng.

3.4 Lessee Compliance. Lessorshallnot berequired totender possessionofthe Premisesto Lessee unƟlLessee complieswith its obligaƟonto provide evidenceof insurance(Paragraph 8.5). Pending deliveryof suchevidence, Lesseeshallbe requiredto performallof its obligaƟons underthisLease fromand aŌerthe StartDate, includingthe paymentofRent, notwithstandingLessor's elecƟonto withholdpossessionpending receiptof suchevidenceof insurance. Further,ifLessee isrequired toperform anyother condiƟons prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession unƟl such condiƟons are saƟsﬁed.

4. Rent.

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

4.2 Payment. Lessee shallcause paymentofRent tobe receivedbyLessor inlawful moneyofthe UnitedStates, without oﬀset or deducƟon(except as speciﬁcally permiƩed inthis Lease),onor beforethe dayon whichitis due. Allmonetaryamounts shallbe roundedtothe nearestwhole dollar. Intheevent thatany invoiceprepared byLessor isinaccuratesuch inaccuracyshall not consƟtute awaiverand Lesseeshall beobligatedto paythe amountsetforth inthis Lease,with theexceptionoftheBaseRent. Rent foranyperiod duringthe termhereof whichisfor lessthan onefullcalendar monthshall beproratedbased uponthe actualnumber ofdaysof saidmonth. Payment ofRentshall bemade toLessorat itsaddress statedhereinor tosuch otherpersons orplaceas Lessormay from Ɵme to Ɵme designatein wriƟng. Acceptance ofa paymentwhichis lessthan theamountthen dueshall notbea waiverof Lessor'srights tothebalance ofsuch ________ ________
________ ________

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Rent,regardless ofLessor's endorsementofany checkso staƟng. Intheevent thatany check,draŌ,or otherinstrument ofpaymentgiven byLessee toLessor is dishonoredfor anyreason, Lesseeagreesto payto Lessorthe sumof$25 in addiƟon toanyLate Chargeand Lessor,atits opƟon,may requireall futurepaymentsto bemade byLessee tobeby cashier'scheck. Payments willbeapplied ﬁrst to accrued late charges and aƩorney's fees, second to accrued interest, then to Base Rent and OperaƟng Expense Increase, and any remaining amount to any other outstanding charges or costs.

5. SecurityDeposit. Lesseeshall depositwith Lessorupon execuƟon hereof the Security Deposit as security for Lessee's faithful performance of its obligaƟons under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any porƟon of said Security Deposit for the payment of any amount already due Lessor, for Rents which will be due in the future, and/ or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suﬀerorincur byreason thereof. IfLessoruses orapplies allorany porƟonof theSecurityDeposit, Lesseeshall within10 days aŌer wriƩenrequest therefordeposit monieswithLessor suﬃcientto restoresaid SecurityDepositto thefull amountrequiredby thisLease. Ifthe BaseRent increases duringthe termof thisLease,Lessee shall,upon wriƩenrequest fromLessor,deposit addiƟonalmonies withLessorso thatthe totalamountof theSecurity Deposit shallat all Ɵmes bear the same proporƟon to the increased Base Rent as the iniƟal Security Deposit bore to the iniƟal Base Rent. Should the Agreed Use be amended to accommodate a material change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security Deposit to the extent necessary, in Lessor's reasonable judgment, to account for any increased wear and tear that the Premises may suﬀer as a result thereof. If a change in control of Lessee occurs during this Lease and following such change the ﬁnancial condiƟon ofLessee is,inLessor's reasonablejudgment, signiﬁcantlyreduced,Lessee shalldeposit such addiƟonal monieswithLessor asshall be suﬃcient tocausethe SecurityDeposit tobeat acommercially reasonablelevelbased onsuch changein ﬁnancial condiƟon. Lessor shallnotbe requiredto keepthe SecurityDepositseparate fromits generalaccounts. Within90 days aŌerthe expiraƟonor terminaƟonof thisLease, Lessorshall returnthatporƟon ofthe SecurityDeposit notusedor appliedby Lessor. Lessor shallupon wriƩenrequestprovide Lesseewith anaccounƟng showinghow thatporƟon oftheSecurity Depositthat wasnot returnedwasapplied. No partofthe SecurityDeposit shallbeconsidered tobe heldin trust,tobear interestor tobe prepaymentforany moniesto bepaid byLesseeunder thisLease. THESECURITY DEPOSITSHALL NOTBEUSED BYLESSEE INLIEU OFPAYMENTOF THELAST MONTH'SRENT.

6. Use.

6.1 Use. Lessee shalluse andoccupythe Premisesonly fortheAgreed Use,or anyotherlegal usewhich isreasonably comparablethereto,and forno other purpose. Lesseeshall notuseor permitthe useof thePremisesin amanner thatisunlawful, createsdamage, wasteora nuisance,or thatdisturbs occupantsofor causesdamage toneighboring premisesor properƟes. Other thanguide, signalandseeing eyedogs, Lesseeshallnot keepor allowinthe Premisesany pets,animals, birds, ﬁsh, or repƟles. Lessor shall not unreasonably withhold or delay its consent to any request for a modiﬁcaƟon of the Agreed Use, so long as the same will not be signiﬁcantly more burdensome to the Premises. If Lessor elects to withhold consent, Lessor shall within 7 days aŌer such request give wriƩen noƟﬁcaƟon of same, which noƟce shall include an explanaƟon of Lessor's objecƟons to the change in the Agreed Use.

6.2 Hazardous Substances.
(a) Reportable UsesRequire Consent. The term"Hazardous Substance"as usedinthis Leaseshall meananyproduct, substance,or wastewhose presence,use, manufacture,disposal, transportaƟon,orrelease, eitherby itselfor incombinaƟonwith othermaterials expectedtobe onthe Premises,iseither: (i) potenƟallyinjurious tothe publichealth,safety orwelfare, theenvironment orthePremises, (ii)regulated ormonitoredby anygovernmental authority,or(iii) abasis for potenƟal liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, byproducts or fracƟons thereof. Lessee shall not engage in any acƟvity in or on the Premises which consƟtutes a Reportable Use of Hazardous Substances without the express prior wriƩen consent of Lessor and Ɵmely compliance (at Lessee's expense) with all Applicable Requirements. "Reportable Use"shall mean(i) the installaƟon or use of any above or below ground storage tank, (ii) the generaƟon, possession, storage, use, transportaƟon, ordisposalof aHazardous Substancethat requiresapermit from,or withrespectto whicha report, noƟce, registraƟon or businessplan isrequired tobe ﬁled with,any governmentalauthority,and/or(iii)the presenceat thePremisesof aHazardous Substancewithrespect towhich any ApplicableRequirements requiresthat a noƟce be given to persons entering or occupying the Premises or neighboring properƟes. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, ordinary oﬃcesupplies (copiertoner, liquidpaper,glue,etc.) andcommonhousehold cleaningmaterials, solong assuchuse isin compliancewithall ApplicableRequirements, isnota ReportableUse, and doesnot exposethe Premisesorneighboring propertyto anymeaningful riskof contaminaƟon or damage or expose Lessor to any liability therefor .In addiƟon, Lessor may condiƟon its consent to any Reportable Use upon receiving such addiƟonal assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contaminaƟon,injury and/orliability,including,butnot limitedto, the installaƟon(and removalon orbefore Lease expiraƟon or terminaƟon) of protecƟve modiﬁcaƟons (suchas concreteencasements) and/orincreasingthe SecurityDeposit. (b) Dutyto InformLessor. IfLessee knows,or hasreasonablecause tobelieve, thata HazardousSubstancehas cometo belocatedin, on,under or aboutthe Premises,other thanaspreviously consentedto byLessor,Lesseeshallimmediately give wriƩen noƟce of such fact to Lessor ,and provide Lessor with a copy of any report, noƟce, claim or other documentaƟon which it has concerning the presence of such Hazardous Substance. (c) Lessee RemediaƟon. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, comply with all Applicable Requirements and take all invesƟgatory and/or remedial acƟonreasonably recommended,whetheror notformally orderedor required,forthe cleanupof any contaminaƟonof,andfor themaintenance, securityand/or monitoringof thePremisesor neighboring properƟes, thatwas causedormaterially contributedto byLessee,or pertainingto orinvolvingany HazardousSubstance broughtonto thePremisesduring theterm ofthis Lease,byor forLessee, oranythird party. (d) Lessee IndemniﬁcaƟon. Lessee shallindemnify,defend andhold Lessor,itsagents, employees,lenders andground lessor,ifany,harmlessfrom and againstany andall lossofrents and/ordamages, liabiliƟes, judgments, claims, expenses, penalƟes, and aƩorneys' and consultants' fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migraƟon of any Hazardous Substance under the Premises from adjacent properƟes not caused or contributed to by Lessee). Lessee's obligaƟons shall include, but not be limited to, the eﬀects of any contaminaƟon or injury to person, property or the environment created or suﬀered by Lessee, and the cost of invesƟgaƟon, removal, remediaƟon, restoraƟon and/orabatement, andshall survivethe expiraƟon or terminaƟon ofthisLease. No terminaƟon, cancellaƟonor releaseagreement enteredintoby Lessorand Lesseeshall releaseLesseefrom itsobligaƟons underthisLease withrespect toHazardous Substances,unless speciﬁcallyso agreedbyLessor in wriƟng atthe Ɵmeofsuch agreement. (e) Lessor IndemniﬁcaƟon. Except asotherwise providedinparagraph 8.7,Lessor anditssuccessors andassigns shallindemnify, defend,reimburseand holdLessee, itsemployees andlenders,harmless fromand againstany andallenvironmental damages,including thecostof remediaƟon, whichresultfrom HazardousSubstances whichexisted onthePremises priorto Lessee'soccupancy orwhichare causedby thegrossnegligence orwillful misconductofLessor,its agentsor employees. Lessor's obligaƟons,as andwhen requiredby theApplicableRequirements, shallinclude, butnotbe limitedto,thecostof invesƟgaƟon, removal, remediaƟon, restoraƟonand/or abatement,andshall survivethe expiraƟonor terminaƟonofthis Lease. (f) InvesƟgaƟons and RemediaƟons. Lessorshall retaintheresponsibility andpay forany invesƟgaƟons or remediaƟon measuresrequired by ________ ________
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governmental enƟƟes having jurisdicƟon withrespectto theexistence ofHazardous Substancesonthe Premisesprior toLessee'soccupancy, unlesssuch remediaƟon measureis requiredas aresultof Lessee'suse (including "AlteraƟons", as deﬁnedin paragraph7.3(a) below)ofthe Premises,in whicheventLessee shallbe responsiblefor suchpayment. Lesseeshall cooperatefully inany such acƟviƟes at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable Ɵmes in order to carry out Lessor's invesƟgaƟve and remedial responsibiliƟes. (g) Lessor T erminaƟonOpƟon. If a Hazardous Substance CondiƟon (see Paragraph 9.3(a)) occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the invesƟgaƟon and remediaƟon thereof required by the Applicable Requirements and this Lease shall conƟnue in full force and eﬀect,butsubject toLessor's rightsunder Paragraph6.2(d)and Paragraph13), Lessormay,at Lessor's opƟon, either(i) invesƟgate andremediate such HazardousSubstance CondiƟon,if required,assoon asreasonably possibleat Lessor'sexpense,in whichevent thisLeaseshall conƟnuein fullforceand eﬀect,or (ii)if the esƟmated costto remediatesuch condiƟon exceeds12 Ɵmesthe thenmonthlyBase Rentor$25,000$100,000,whicheverisgreater,give wriƩen noƟceto Lessee,within 30days aŌer receipt by Lessor of knowledge of the occurrence of such Hazardous Substance CondiƟon, of Lessor's desire to terminate this Lease as of the date 60 days following the date of such noƟce.

6.3 Lessee's Compliance with ApplicableRequirements. Exceptas otherwiseprovided inthisLease, Lesseeshall, atLessee'ssole expense,fully,diligentlyand ina Ɵmelymanner,materiallycomplywith allApplicable Requirements,the requirementsofany applicable ﬁre insuranceunderwriteror raƟngbureau, andthe recommendaƟonsof Lessor'sengineers and/orconsultantswhich relatein anymanner tothePremises, withoutregard towhethersaid ApplicableRequirements are nowin eﬀector become eﬀecƟve aŌer theStart Date. Lesseeshall,within 10days aŌerreceiptof Lessor's wriƩen request,provideLessor withcopies ofall permits andother documents,and other informaƟon evidencing Lessee's compliance with any Applicable Requirements speciﬁed by Lessor ,and shall immediately upon receipt, noƟfy Lessor in wriƟng (with copies of any documents involved) of any threatened or actual claim, noƟce, citaƟon, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements.

6.4 InspecƟon; Compliance. Lessorand Lessor's"Lender"(as deﬁned in Paragraph 30) and consultants authorized by Lessor shall have the right to enter onto Premises at any Ɵme in the case of an emergency, and otherwise at reasonable Ɵmes aŌer reasonable noƟce, for the purpose of inspecƟng and/or tesƟng the condiƟon of the Premises and/or for verifying compliance by Lessee with this Lease. The cost of any such inspecƟons shall be paid by Lessor ,unless a violaƟon of Applicable Requirements, or a Hazardous Substance CondiƟon (seeParagraph9.3(a))is foundtoexist orbe imminent,orthe inspecƟonis requestedorordered bya governmentalauthority. In suchcase, Lesseeshallupon requestreimburse Lessorforthe costof such inspecƟon, so long as such inspecƟon is reasonably related to the violaƟon or contaminaƟon. In addiƟon, Lessee shall provide copies of all relevant material safety data sheets (MSDS) toLessor within10days ofthe receiptof a wriƩen request therefor. Lessee acknowledges that any failure on its part to allow such inspecƟons or tesƟng will expose Lessor to risks and potenƟally cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely diﬃcult to ascertain. Accordingly, should the Lessee fail to allow such inspecƟons and/or tesƟng ina Ɵmelyfashionthe BaseRentshallbe automaƟcallyincreased,without anyrequirement for noƟceto Lessee,by anamountequal to10% ofthe then exisƟng BaseRent or$100,whichever isgreater forthe remaindertothe Lease. The ParƟesagree thatsuch increaseinBase Rentrepresents fairand reasonable compensaƟonfor the addiƟonal risk/coststhatLessor willincur byreason ofLessee'sfailure toallow such inspecƟonand/or tesƟng. Suchincreasein BaseRentshall inno event consƟtute awaiverof Lessee'sDefault orBreach withrespectto suchfailure norpreventthe exerciseof anyofthe otherrights andremedies granted hereunder.

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

7.1 Lessee's ObligaƟons.
(a) In General. Subjectto theprovisionsof Paragraph2.2 (CondiƟon), 2.3(Compliance), 6.3(Lessee's Compliancewith ApplicableRequirements),7.2 (Lessor's ObligaƟons), 9(Damage or DestrucƟon),and 14 (CondemnaƟon), Lesseeshall, atLessee'ssole expense,keep thePremises, ingoodorder, condiƟonand repair(whether ornot theneedfor suchrepairs occursas aresultof Lessee'suse, anyprioruse, theelements ortheage ofsuch porƟonof thePremises),including, butnot limitedto, plumbing, lighƟng faciliƟes, landscaping, driveways, parking lots, fences, retaining walls, signs, sidewalks and parkways located on, or adjacent to, the Premises. Lessee, in keeping the Premises in good order, condiƟon and repair ,shall exercise and perform good maintenance pracƟces, speciﬁcally including the procurement and maintenance of the service contracts required by Paragraph 7.1(b) below. Lessee's obligaƟons shall include restoraƟons, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condiƟon and state of repair .Lessee shall, during the term of this Lease, keep the appearance of the Premises in a ﬁrst-class condiƟon (including, e.g. graﬃƟ removal). (b) ServiceContracts. Lessee shall,atLessee's soleexpense, procureandmaintain acontract, withcopies toLessor,in customaryform andsubstance for,and witha contractorspecializingand experiencedin themaintenance ofthelandscaping andirrigaƟon systems,However,Lessor reservesthe right,upon noƟce toLessee, toprocure andmaintainsuch servicecontract, andLessee shallreimburseLessor,upondemand, forthecost thereof. (c) Failureto Perform. IfLesseefails toperform Lessee's obligaƟons under this Paragraph 7.1, Lessor may enter upon the Premises aŌer 10 days' prior wriƩen noƟce to Lessee (except in the case of an emergency, in which case no noƟce shall be required), perform such obligaƟons on Lessee's behalf, and put the Premises in good order, condiƟon and repair ,and Lessee shall promptly pay to Lessor a sum equal to 115% of the cost thereof.

Notwithstandinganythingtothecontraryherein,Lesseeshallnotberequiredtomakecapital improvementsorotherimprovementstothePremises. Itsmaintenanceandrepairobligationsshall belimitedtotheactivitiesthatarecommerciallyreasonabletopermitthePremisestocontinuetobe operatedasagolfcourse.

7.2 Lessor's ObligaƟons. Subjectto theprovisionsof Paragraphs2.2 (CondiƟon),2.3 (Compliance),9(Damage or DestrucƟon) and14 (CondemnaƟon), iItis intendedbythe ParƟes hereto that Lessor have no obligaƟon, in any manner whatsoever ,to repair and maintain the Premises. It is the intenƟon of the ParƟes that the terms of this Lease govern the respecƟve obligaƟons of the ParƟes as to maintenance and repair of the Premises, and they expressly waive the beneﬁt of any statute now or hereaŌer in eﬀectto theextent itis inconsistentwiththe termsof thisLease.

7.3 UƟlity InstallaƟons;TradeFixtures; AlteraƟons.
(a) DeﬁniƟons. The term"UƟlity InstallaƟons" refersto securityand ﬁre protecƟonsystems, lighƟng ﬁxtures, plumbing,andfencing onthe Premises.

Theterm "TradeFixtures" shallmeanLessee's machineryand equipmentthat canberemoved withoutdoing materialdamageto thePremises. Theterm "AlteraƟons" shall mean any modiﬁcaƟon of the improvements, other than UƟlity InstallaƟons or Trade Fixtures, whether by addiƟon or deleƟon. "LesseeOwned AlteraƟonsand/or UƟlity InstallaƟons" are deﬁned as AlteraƟons and/or UƟlity InstallaƟons made by Lessee that are not yet owned by Lessor pursuant to Paragraph

7.4(a).
(b) Consent. Lesseeshall notmakeany AlteraƟonsor UƟlity InstallaƟonsto thePremises withoutLessor's prior wriƩenconsent. Lessee may,however, makenon-structural AlteraƟonsor UƟlity InstallaƟonsto thePremises withoutsuch consentbutupon noƟceto Lessor,aslong asthe cumulaƟvecostthereof during thisLease asextended doesnotexceed asum equalto 3month'sBase Rentin theaggregateor asum equaltoone month'sBase Rentin anyoneyear. Lessor may,as ________ ________
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a precondiƟon to granƟng suchapproval,require Lesseeto uƟlizea contractorchosenand/or approvedby Lessor. Any AlteraƟonsor UƟlity InstallaƟonsthat Lessee shalldesire tomake andwhichrequire theconsent ofthe Lessorshallbe presentedto LessorinwriƩen formwith detailedplans. Consentshall bedeemed condiƟoned upon Lessee's: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and speciﬁcaƟons prior to commencement of the work, and (iii) compliance with all condiƟons of said permits and other Applicable Requirements in a prompt and expediƟous manner.

Any AlteraƟons or UƟlity InstallaƟonsshallbe performedin aworkmanlike mannerwithgood andsuﬃcient materials,inLessor'sdiscretion,with nofurthernoticetoLessee. Lessee shallpromptly upon compleƟonfurnish Lessorwith as-builtplansand speciﬁcaƟons. Forwork whichcostsan amountin excessof onemonth'sBase Rent,Lessor may condiƟon its consent upon Lessee providing a lien and compleƟon bond in an amount equal to 150% of the esƟmated cost of such AlteraƟon or UƟlity InstallaƟon and/or upon Lessee's posƟng an addiƟonal Security Deposit with Lessor. (c) Liens;Bonds. Lessee shallpay,when due,all claimsfor laborormaterials furnishedor allegedtohave beenfurnished toorfor Lesseeat orfor useon thePremises, whichclaims areormay besecured byany mechanic'sormaterialmen's lienagainst thePremisesor anyinterest therein. Lessee shallgive Lessornot lessthan 10days noƟcepriorto thecommencement ofany workin,on orabout thePremises,and Lessorshall havetheright topost noƟcesof non-responsibility. If Lesseeshall contestthe validityofany suchlien, claimor demand,thenLessee shall,at itssoleexpense defendand protectitself,Lessor andthe Premisesagainst the sameand shallpay and saƟsfyany suchadverse judgmentthat mayberendered thereonbefore theenforcementthereof. If Lessorshall require,Lesseeshall furnish asurety bondin anamountequal to150% ofthe amountofsuch contestedlien, claimordemand, indemnifyingLessor againstliabilityfor thesame. If Lessorelects to parƟcipate in any such acƟon, Lessee shall pay Lessor's aƩorneys' fees and costs.

7.4 Ownership; Removal;Surrender; and RestoraƟon.
(a) Ownership. Subject toLessor'sright torequire removalor electownershipas hereinaŌer provided, all AlteraƟons and UƟlity InstallaƟons made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any Ɵme, elect in wriƟng to be the owner of all or any speciﬁed part of the Lessee Owned AlteraƟons and UƟlity InstallaƟons. Unless otherwise instructed per paragraph 7.4(b) hereof, all Lessee Owned AlteraƟons and UƟlity InstallaƟons shall, at the expiraƟon or terminaƟon of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises. (b) Removal. Bydelivery toLesseeof wriƩen noƟce fromLessornot earlierthan 90and notlaterthan 30days priortothe endof thetermof thisLease, Lessormay requirethat anyorall LesseeOwned AlteraƟons or UƟlity InstallaƟons be removed by the expiraƟon or terminaƟon of this Lease. Lessor may require the removal at any Ɵme of all or any part of any Lessee Owned AlteraƟons or UƟlity InstallaƟons made without the required consent. (c) Surrender; RestoraƟon. Lessee shall surrender the Premises by the ExpiraƟon Date or any earlier terminaƟon date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operaƟng order, condiƟon andstateof repair,ordinary wearandtear excepted. "Ordinary wearand tear"shall notincludeany damageor deterioraƟonthat wouldhavebeen preventedby goodmaintenance pracƟce. Notwithstanding theforegoingand the provisionsof Paragraph7.1(a), iftheLessee occupiesthe Premisesfor 12monthsor less,then Lesseeshallsurrender thePremises inthesame condiƟonas delivered toLessee onthe StartDatewith NOallowance forordinary wearandtear. Lessee shallrepairany damageoccasioned bythe installaƟon, maintenanceor removalof TradeFixtures, Lesseeowned AlteraƟons and/or UƟlity InstallaƟons, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee.

Lessee shall also completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited via underground migraƟon from areas outside of the Premises) to the level speciﬁed in Applicable Requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the ExpiraƟon Date or any earlier terminaƟon dateshall bedeemedto havebeen abandonedby Lesseeandmay bedisposed oforretained byLessor asLessormay desire. Thefailure byLessee to Ɵmely vacatethe Premisespursuantto thisParagraph 7.4(c)without theexpress wriƩen consentof Lessorshall consƟtute aholdover undertheprovisions of Paragraph26 below.

8. Insurance;Indemnity.

8.1 Payment ofInsurance Premiums. Increases.
(a) Lessee shallpay toLessorthecostofinsurancepremiumsforliabilityandpropertyinsurancecarried byLessorasprovidedinthisLease.Innoevent,however,shallLesseeberesponsibleforanyportion ofsuchpremiumsattributabletoliabilityinsurancecarriedbyLessorunderParagraph8.2(b)in excessof$2,000,000peroccurrence.any insurancecost increase("Insurance CostIncrease") occurringduringthe termof thisLease.

InsuranceCost Increaseis deﬁned as any increase in the actual cost of the insurance required under Paragraph 8.2(b), 8.3(a) and 8.3(b), over and above the Base Premium as hereinaŌer deﬁned calculated on an annual basis. Insurance Cost Increase shall include but not be limited to increases resulƟng from the nature of Lessee's occupancy, any act or omission of Lessee, requirements of the holder of mortgage or deed of trust covering the Premises, increased valuaƟon of the Premises and/or a premium rate increase. The parƟes are encouraged to ﬁll in the Base Premium in paragraph 1.8 with a reasonable premium for such insurance based on the Agreed Use of the Premises. If the parƟes failto insertadollar amountin Paragraph1.8,then theBase Premiumshallbe thelowest annualpremium reasonably obtainablefor therequired insuranceasof thecommencement ofthe OriginalTermfor theAgreed Useofthe Premises. Innoevent, however,shall Lesseebe responsiblefor any porƟon oftheincrease inthe premiumcost aƩributabletoliability insurancecarried byLessorunder Paragraph8.2(b) inexcessof $2,000,000per occurrence.
(b) Lesseeshall paysuchpremiumcoststoLessorwithin30daysafterreceiptbyLesseeforacopyof thepremiumstatementorotherreasonableevidenceoftheamountdue.Premiumsforpolicyperiods commencingpriorto,orextendingbeyondthetermofthisLease,shallbeproratedtocorrespondto thetermofthisLease. any suchInsurance CostIncrease toLessorwithin 30days aŌerreceiptby Lesseeof acopyof thepremium statementor other reasonableevidence ofthe amountdue. Ifthe insurancepolicies maintainedhereundercover otherproperty besidesthePremises, Lessorshall alsodeliverto Lessee astatement ofthe amountofsuch InsuranceCost Increase aƩributable onlytothe Premisesshowing inreasonabledetail themanner inwhichsuch amountwas computed. Premiumsfor policyperiodscommencing priorto, orextending beyondtheterm ofthis Lease,shallbe proratedto correspondtothe termof thisLease.

8.2 Liability Insurance.
(a) Carried byLessee. Lesseeshall obtainand keepin forceaCommercial GeneralLiability policyofinsurance protecƟngLessee andLessoras an addiƟonalinsured againstclaims forbodilyinjury,personalinjury andproperty damagebasedupon orarising outofthe ownership,use, occupancyormaintenance of thePremises andall areasappurtenantthereto. Such insuranceshall beonan occurrencebasis providingsinglelimit coveragein anamountnot lessthan $1,000,000 peroccurrence withan annualaggregateof notless than$2,000,000. Lesseeshall addLessor asan addiƟonal insuredby meansofan endorsementat leastas broad asthe InsuranceService OrganizaƟon's "AddiƟonalInsured-Managers orLessors ofPremises" Endorsement. The policyshall notcontainany intra-insuredexclusions ________ ________
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asbetween insuredpersons or organizaƟons,but shallinclude coveragefor liabilityassumedunder thisLease asan"insured contract"for theperformanceof Lessee's indemnity obligaƟons underthis Lease. The limitsof saidinsurance shallnot,however,limitthe liabilityofLessee norrelieve Lesseeofany obligaƟonhereunder.

Lesseeshall providean endorsementonits liabilitypolicy(ies) whichprovides thatitsinsurance shallbe primarytoand notcontributory withanysimilar insurance carriedby Lessor,whose insuranceshallbe consideredexcess insuranceonly. (b) Carriedby Lessor. Lessorshallmaintain liabilityinsurance asdescribedin Paragraph8.2(a), in addiƟon to, and not in lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an addiƟonal insured therein.

8.3 Property Insurance- Improvementsand RentalValue.
(a) Improvements. The InsuringPartyshall obtainand keepin forceapolicy orpolicies inthename ofLessor,withlosspayable toLessor,any ground-lessor,and toany Lenderinsuringloss ordamage tothe Premises. The amountof suchinsuranceshall beequal tothefull insurablereplacement costof the Premises,as thesame shallexistfrom Ɵmeto Ɵme,or theamountrequired byany Lender,butin noevent morethanthe commerciallyreasonable andavailable insurablevalue thereof. LesseeOwned AlteraƟons and UƟlity InstallaƟons, Trade Fixtures, and Lessee's personal property shall be insured by Lessee and not by Lessor .If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of ﬂood and/or earthquake unless required by a Lender or included in the Base Premium), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demoliƟon, reconstrucƟon orreplacement ofany porƟonofthe Premisesas theresultof acovered loss. Said policy orpolicies shallalso containanagreed valuaƟonprovision inlieu ofanycoinsurance clause,waiver of subrogaƟon,and inﬂaƟonguard protecƟoncausingan increase inthe annualproperty insurancecoverageamount bya factorof notlessthan theadjusted U.S.Departmentof LaborConsumer PriceIndexfor AllUrban Consumers forthe citynearest towherethe Premisesare located. Ifsuchinsurance coveragehas a deducƟble clause, the deducƟble amount shall not exceed $5,000 per occurrence, and Lessee shall be liable for such deducƟble amount in the event of an Insured Loss. (b) RentalValue. TheInsuring Partyshall obtainand keepinforce apolicy orpoliciesin thename ofLessorwith losspayable toLessor andanyLender, insuringthe lossof thefullRent forone yearwith anextendedperiod ofindemnity foran addiƟonal 180 days ("Rental Value insurance"). Said insurance shall contain an agreed valuaƟon provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annually to reﬂect the projected Rent otherwise payable by Lessee, for the next 12 month period. Lessee shall be liable for any deducƟble amountinthe eventof suchloss. (c) AdjacentPremises. If thePremisesare partof alarger propertyownedby Lessor, theLesseeshall payfor anyincreasein thepremiums forthe propertyinsurance ofsuch adjacentpropertyif saidincrease iscaused byLessee'sacts, omissions,use oroccupancyof thePremises.

8.4 Lessee's Property;Coverage; Worker's CompensaƟon Insurance. (a) Property Damage. Lesseeshallobtain andmaintain insurancecoverage onallof Lessee'spersonal property,TradeFixtures, andLessee Owned AlteraƟons and UƟlity InstallaƟons. Such insurance shall be full replacement cost coverage with a deducƟble of not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned AlteraƟons and UƟlity InstallaƟons. (b) Worker's CompensaƟon Insurance. Lesseeshallobtain andmaintain Worker's CompensaƟonInsurance insuch amountas mayberequired by ApplicableRequirements. Such policyshallinclude a"Waiver of SubrogaƟon" endorsement. Lessee shallprovide Lessorwitha copyof suchendorsementalong with the cerƟﬁcate ofinsurance orcopyof thepolicy requiredby paragraph8.5. (c) No RepresentaƟon ofAdequate Coverage. Lessor makesno representaƟon that the limits or forms of coverage of insurance speciﬁed herein are adequate to cover Lessee's property, business operaƟons or obligaƟons under this Lease.

8.5 Insurance Policies. Insurancerequired hereinshallbe bycompanies maintainingduringthe policyterm a"GeneralPolicyholders RaƟng" of at least A-, VII, as set forth in the most current issue of "Best's Insurance Guide", or such other raƟng as may be required by a Lender .Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor cerƟﬁed copiesof policiesofsuch insuranceor cerƟﬁcateswith copiesof therequiredendorsements evidencingthe existenceand amountsofthe requiredinsurance. Nosuch policyshall becancelableor subject to modiﬁcaƟon except aŌer 30 days prior wriƩen noƟce to Lessor .Lessee shall, at least 10 days prior to the expiraƟon of such policies, furnish Lessor with evidence of renewals or "insurance binders" evidencing renewal thereof, or Lessor may increase his liability insurance coverage and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year,or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same.Notwithstandinganythingtothecontraryherein,LessoracknowledgesthatLessee mayelecttoself-insureLessee’sobligationtocarryliabilityinsuranceasprovidedinSection8.2(b).

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

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

8.8 ExempƟon ofLessor andits AgentsfromLiability. Notwithstanding thenegligenceor breachof thisLeaseby Lessoror itsagents, neitherLessornor its agentsshall beliable underanycircumstances for:(i) injuryor damagetothe personor goods,wares,merchandise orother propertyofLessee, Lessee'semployees, contractors,invitees, customers,or anyotherperson inor aboutthe Premises,fromany cause,(ii) anydamagesarising fromany actorneglect ofany othertenant of Lessoror fromthe failureofLessor orits agentsto enforcetheprovisions ofany otherleasein theProject, or(iii)injury toLessee's businessor foranyloss ofincome or proﬁt therefrom. Instead, it is intended that Lessee's sole recourse in the event of such damages or injury be to ﬁle a claim on the insurance policy(ies) that Lessee is required to maintain pursuant to the provisions of paragraph 8.

8.9 Failure toProvide Insurance.FailuretoProvideInsurance.Lesseeacknowledgesthatanyfailureonits parttoobtainormaintaintheinsurancerequiredhereinwillexposeLessortorisksandpotentially causeLessortoincurcostsnotcontemplatedbythisLease.LesseeshalldefendandindemnifyLessor fromandagainstsuchrisksasprovidedinParagraph8.7. Lesseeacknowledges thatanyfailure onits parttoobtain ormaintain theinsurance requiredherein willexposeLessor torisks and potenƟally causeLessorto incurcosts notcontemplatedby thisLease, theextentof whichwill be ________ ________
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extremely diﬃcult toascertain. Accordingly,for anymonth or porƟon thereofthatLessee doesnot maintaintherequired insuranceand/or doesnotprovide Lessor withthe requiredbinders or cerƟﬁcatesevidencing theexistence ofthe requiredinsurance,the BaseRent shallbe automaƟcally increased,without anyrequirement for noƟce to Lessee, by an amount equal to 10% of the then exisƟng Base Rent or $100, whichever is greater. The parƟes agree that such increase in Base Rent represents fair and reasonable compensaƟon for the addiƟonal risk/costs that Lessor will incur by reason of Lessee's failure to maintain the required insurance. Such increase in Base Rent shall in no event consƟtute a waiver of Lessee's Default or Breach with respect to the failure to maintain such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its obligaƟon to maintain the insurance speciﬁed in this Lease.

9. SeeAddendum Damageor DestrucƟon.

9.1 Insured Loss. Ifthe improvementsonthe Premisesare damagedandsuch damageis anInsuredLoss, thenLessor shall,at Lessor'sexpense,repair such damage(but notLessee's TradeFixturesor LesseeOwned AlteraƟons and UƟlity InstallaƟons) as soon as reasonably possible and this Lease shall conƟnue in full force and eﬀect; provided, however ,that Lessee shall, at Lessor's elecƟon, make the repair of any damage or destrucƟon the total cost to repair of which is $10,000 or less, and, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not suﬃcient to eﬀect such repair, the Insuring Party shall promptly contribute the shortage in proceeds (except as to the deducƟblewhich isLessee's responsibility)as andwhenrequired tocomplete saidrepairs. In theevent,however,suchshortage wasdue tothe factthat, byreasonof theunique natureof theimprovements,full replacementcost insurancecoveragewas notcommercially reasonableandavailable, Lessor shallhave no obligaƟon topayfor theshortage ininsurance proceedsorto fullyrestore theuniqueaspects ofthe Premises.

9.2 Uninsured Loss. Ifthe improvementsonthe Premisesare damagedandsuch damageis notanInsured Loss,unless causedby anegligentor willfulact of Lessee(in whichevent Lesseeshallmake therepairs atLessee's expense),Lessormay either: (i)repairsuch damageas soonasreasonably possibleat Lessor's expense,in whichevent thisLeaseshall conƟnue in full force and eﬀect, or (ii) terminate this Lease by giving wriƩen noƟce to Lessee within 30 days aŌer receipt by Lessor of knowledge of the occurrence of such damage. Such terminaƟon shall be eﬀecƟve 60 days following the date of such noƟce.

9.3 AbatementofRent; Lessee'sRemedies.
(a) Abatement. In theeventthe improvementson thePremises aredamagedor aHazardous Substance CondiƟonfor whichLessee isnotresponsible underthis Leaseoccurs ('HazardousSubstance CondiƟon' shallmean theoccurrence ordiscoveryof a condiƟon involvingthepresence of,or a contaminaƟonby,a HazardousSubstance onor underthePremises whichrequires remediaƟon), the Rent payable by Lessee for the period required for the repair, remediaƟon or restoraƟon of such damage shall be abated in proporƟon to the degree to which Lessee's use of the Premises is impaired, but not to exceed the proceeds received from the Rental Value insurance. All other obligaƟons of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destrucƟon, remediaƟon, repair or restoraƟon except as provided herein. (b) Remedies. IfLessor isobligatedto repairor restorethePremises anddoes notcommence, ina substanƟal andmeaningful way,suchrepair or restoraƟonwithin 90days aŌersuch obligaƟon shallaccrue, Lesseemay,atany Ɵme priorto thecommencementof suchrepair or restoraƟon,give wriƩen noƟce to Lessorand toany Lendersofwhich Lesseehas actual noƟce, ofLessee's elecƟon toterminate thisLeaseon adate notlessthan 60days followingthe givingofsuch noƟce. IfLessee givessuch noƟce andsuch repairor restoraƟonisnot commencedwithin 30days thereaŌer ,thisLease shallterminateas ofthe date speciﬁed insaid noƟce. If the repair or restoraƟon is commenced within such 30 days, this Lease shall conƟnue in full force and eﬀect. "Commence" shallmean eitherthe uncondiƟonal authorizaƟon of the preparaƟon of the required plans, or the beginning of the actual work on the Premises, whichever ﬁrst occurs.

9.4 TerminaƟon;AdvancePayments. Upon terminaƟon of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addiƟon, returnto Lesseesomuch ofLessee's Security Depositas hasnot been,oris notthen requiredto be,usedby Lessor.

9.5 Waive Statutes. Lessorand Lesseeagreethat theterms ofthisLease shallgovern the eﬀectof anydamage toor destrucƟonofthe Premiseswith respect tothe terminaƟon of this Lease and hereby waive the provisions of any present or future statute to the extent inconsistent herewith.

10. Real PropertyTaxes.

10.1 DeﬁniƟon. As used herein, the term "RealProperty Taxes"shall includeanyform ofassessment; realestate,general, special,ordinary orextraordinary,or rentallevy ortax (otherthaninheritance, personalincome orestatetaxes);improvementbond; and/orlicense feeimposedupon orlevied againstanylegal or equitableinterest ofLessor inthePremises orthe Project,Lessor's righttoother incometherefrom, and/orLessor'sbusiness ofleasing, byanyauthority havingthe director indirectpower totaxand wherethe fundsare generatedwithreference tothe Buildingaddress. RealProperty Taxesshallalso includeany tax,fee, levy, assessmentor charge,or anyincreasetherein: (i)imposed byreason ofeventsoccurring duringthe termofthis Lease,including butnotlimited to,a changein the ownershipof thePremises, and(ii)levied orassessed onmachinery orequipmentprovided byLessor toLesseepursuant tothis Lease.

10.2 Payment ofTaxes. Lessorshall paytheReal PropertyTaxesapplicabletothe Premisesinthefollowingmanner: provided,however,that Lesseeshall payto Lessortheamount, ifany,bywhich RealPropertyTaxesapplicableto thePremisesincrease overthe ﬁscal tax year during which the Commencement Date Occurs ("Tax Increase"). Payment of any such Tax Increase shall be made by Lessee to Lessor within 30 days aŌerreceipt ofLessor's wriƩen statement seƫng forththe amountdueand computaƟonthereof. If anysuchtaxes shallcover anyperiodof Ɵmeprior toor aŌer the expiraƟon or terminaƟon ofthis Lease,Lessee's shareof suchtaxesshall beprorated tocover onlythat porƟon ofthe taxbillapplicable tothe periodthatthis Leaseis in eﬀect. Inthe eventlessee incursa latecharge onanyRentpayment,Lessor may esƟmate thecurrentReal PropertyTaxes,andrequirethat theTaxIncreasebe paidinadvance toLessor by Lesseemonthly inadvance withthepayment ofthe BaseRent. Suchmonthly paymentshall beanamount equalto theamountof the esƟmated installment of the Tax Increase divided by the number of months remaining before the month in which said installment becomes delinquent. When the actual amount of the applicable Tax Increase is known, the amount of such equal monthly advance payments shall be adjusted as required to provide the funds needed to pay the applicable Tax Increase. If the amount collected by Lessor is insuﬃcientto paytheTaxIncreasewhen due,Lessee shallpay Lessor,upondemand, such addiƟonal sumsasare necessaryto paysuch obligaƟons. Advance paymentsmay beintermingled withothermoneys ofLessor andshallnot bearinterest. In theeventof aBreach by Lesseein theperformance ofits obligaƟons underthis Lease,then anysuchadvance paymentsmay betreatedby Lessoras an addiƟonalSecurity Deposit.

10.3 AddiƟonalImprovements. Notwithstanding anythingtothe contraryin thisParagraph10.2,Lesseeshall payto Lessorupondemand thereforthe enƟrety of anyincreasein RealProperty Taxesassessedby reasonof AlteraƟonsor UƟlityInstallaƟonsplaced uponthe PremisesbyLessee orat Lessee'srequestor byreason ofany alteraƟonsor improvementstothe Premisesmade byLessor subsequenttothe execuƟonof thisLeaseby theParƟes.

10.4 Joint Assessment. If thePremises arenotseparately assessed,Lessee's liabilityshall beanequitable proporƟonof theTaxIncrease forall oftheland and improvementsincluded withinthe taxparcelassessed, suchproporƟon tobe conclusivelydeterminedby Lessorfrom therespecƟvevaluaƟons assignedin the assessor'swork sheetsor suchother informaƟon asmay bereasonably available.

10.5 PersonalProperty Taxes. Lesseeshallpay,priorto delinquency,all taxesassessedagainst andlevied uponLesseeOwned AlteraƟons, UƟlity InstallaƟons, TradeFixtures, furnishings,equipment andallpersonal propertyof Lessee. Whenpossible,Lessee shallcause itsLesseeOwned AlteraƟonsand UƟlity InstallaƟons, TradeFixtures, furnishings,equipment andallother personalproperty tobe assessedandbilled separatelyfrom therealproperty ofLessor. Ifany ofLessee's said ________ ________
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propertyshall beassessed withLessor'sreal property,Lessee shallpay Lessorthetaxes aƩributableto Lessee'spropertywithin 10days aŌerreceiptof a wriƩen statement seƫng forththe taxesapplicableto Lessee'sproperty.

11. UƟliƟes andServices.

11.1 Lessee shallpayfor allwater,gas,heat,light, power,telephone, trashdisposaland other uƟliƟes and services supplied to the Premises, together with any taxes thereon. If any such services are not separately metered or billed to Lessee, Lessee shall pay a reasonable proporƟon, to be determined by Lessor ,of all charges jointly metered or billed. There shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interrupƟon or disconƟnuance of any uƟlity or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor's reasonable control or in cooperaƟonwith governmentalrequest or direcƟons.

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

12. Assignment and Subleƫng.

12.1 Lessor's ConsentRequired.
(a) Lessee shallnot voluntarilyorby operaƟon of law assign, transfer,mortgage or encumber (collecƟvely, "assignorassignment") orsublet allorany partof Lessee'sinterest inthisLease orin thePremises withoutLessor'sprior wriƩenconsent,whichLessormayprovideordenyinits soleandabsolutediscretion.
(b) UnlessLesseeisa corporaƟon and its stock is publicly traded on a naƟonal stock exchange, a change in the control of Lessee shall consƟtute an assignment requiring consent. The transfer,on a cumulaƟve basis, of 25% or more of the voƟng control of Lessee shall consƟtute a change in control for this purpose.

Lessee’sagreementwithTouchstoneGolf,LLC,aDelawarelimitedliabilitycompany (“Touchstone”)(orotheroperator)fortheoperationofagolfcourseonthePremises,shallnotbe deemedanassignmentorsublease. IntheeventthatLesseeelectstoengageanotheroperatorto replaceTouchstone,LesseeshallprovidenoticetoLessorwithinten(10)businessdays. (c) Theinvolvement ofLessee oritsassets inany transacƟon,orseries of transacƟons (byway ofmerger,sale, acquisiƟon, ﬁnancing, transfer,leveraged buyoutor otherwise), whether ornota formalassignment or hypothecaƟon of this Lease or Lessee's assets occurs, which results or will result in a reducƟon of the Net Worth of Lessee by an amount greater than 25% of such Net Worth as it was represented at the Ɵme of the execuƟon of this Lease or at the Ɵme of the most recent assignment to which Lessor has consented, or as it exists immediately prior to said transacƟon or transacƟons consƟtuƟng such reducƟon, whichever was or is greater ,shall be considered an assignment of this Lease to which Lessor may withhold its consent. "NetWorth ofLessee" shallmeanthe networth ofLessee (excludingany guarantors)established undergenerallyaccepted accounƟngprinciples. (d) Anassignment or subleƫng withoutconsentshall, atLessor's opƟon,bea Defaultcurable aŌer noƟce perParagraph13.1(d), ora non-curableBreach withoutthe necessityof any noƟceand graceperiod.IfLessorelectstotreatsuchunapprovedassignmentasa non-curableBreach,LessormayterminatethisLease. IfLessor electstotreat suchunapproved assignmentor subleƫng asa non-curableBreach, Lessormay either:(i)terminate thisLease, or(ii) upon30days wriƩennoƟce, increasethemonthly BaseRent to110%of theBase Rentthen in eﬀect. Further,in theeventof suchBreach andrental adjustment,(i)the purchaseprice ofany opƟon topurchase thePremisesheld byLessee shallbe subjectto similaradjustment to110% oftheprice previouslyin eﬀect, and (ii) all ﬁxed and non-ﬁxed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent.
(e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injuncƟve relief. (f) Lessor may reasonably withhold consent to a proposed assignment or subleƫng if Lessee is in Default at the Ɵme consent is requested. (g) Notwithstanding the foregoing, allowing a de minimis porƟon ofthe Premises,i.e.20 squarefeet orless,to beused bya thirdpartyvendor in connecƟonwith the installaƟon ofavending machineor payphoneshall not consƟtutea subleƫng.

12.2 Termsand CondiƟonsApplicable toAssignment and Subleƫng. (a) Regardless ofLessor's consent,noassignment or subleƫng shall: (i)be eﬀecƟvewithoutthe express wriƩen assumpƟon bysuch assigneeor sublesseeof the obligaƟons of Lessee under this Lease, (ii) release Lessee of any obligaƟons hereunder, or (iii) alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligaƟons to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligaƟons from any person other than Lessee pending approval or disapproval of an assignment.

Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall consƟtute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's Default or Breach.
(c) Lessor's consent to any assignment or subleƫng shallnot consƟtutea consenttoany subsequentassignment or subleƫng. (d) Inthe eventof anyDefaultor Breachby Lessee,Lessormay proceeddirectly againstLessee, anyGuarantorsor anyoneelse responsibleforthe performanceof Lessee's obligaƟons under this Lease, including any assignee or sublessee, without ﬁrst exhausƟng Lessor's remedies against any other person or enƟty responsible therefor to Lessor, or any security held by Lessor . (e) Each request for consent to an assignment or subleƫng shall be in wriƟng, accompanied by informaƟon relevant to Lessor's determinaƟon as to the ﬁnancial and operaƟonal responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and/or required modiﬁcaƟonof thePremises, ifany,together witha feeof $500as consideraƟon forLessor's consideringandprocessing saidrequest. Lesseeagrees toprovide Lessor withsuch otheror addiƟonal informaƟonand/or documentaƟonas maybe reasonablyrequested.(See alsoParagraph36) (f) Any assigneeof,or sublesseeunder,thisLeaseshall, byreason of accepƟngsuch assignment,entering intosuch sublease,orentering intopossession ofthe Premisesor any porƟonthereof,bedeemed tohave assumedandagreed toconform andcomplywith eachand everyterm,covenant, condiƟonand obligaƟon hereinto beobserved orperformedby Lesseeduring theterm ofsaidassignment orsublease, otherthansuch obligaƟonsas arecontraryto orinconsistent with provisionsof anassignment orsubleaseto whichLessor hasspeciﬁcally consentedtoin wriƟng. (g) Lessor's consentto anyassignment orsubleƫngshall nottransfer totheassignee orsublessee anyOpƟongranted tothe originalLessee bythisLease unlesssuch transferis speciﬁcallyconsentedto byLessor in wriƟng. (SeeParagraph39.2)

12.3 AddiƟonal Termsand CondiƟons Applicableto Subleƫng. The followingterms and condiƟonsshall applyto any subleƫngby Lesseeof allor anypartof thePremises andshall bedeemedincluded inall subleasesunder thisLeasewhether ornot expresslyincorporatedtherein:
(a) Lessee herebyassigns andtransfersto Lessorall ofLessee's interestinall Rentpayable onanysublease, andLessor maycollectsuch Rentand apply sametoward Lessee's obligaƟons under this Lease; provided, however, that unƟl a Breach shall occur in the performance of Lessee's obligaƟons, Lessee may collect ________ ________
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saidRent. In theeventthat theamount collectedby LessorexceedsLessee's thenoutstanding obligaƟonsanysuch excessshall berefundedto Lessee. Lessorshall not,by reasonof theforegoingor anyassignment ofsuch sublease,norby reasonof the collecƟonof Rent,be deemedliableto thesublessee forany failureofLessee toperform andcomply withanyof Lessee's obligaƟons to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a wriƩen noƟce from Lessor staƟng that a Breach exists in the performance of Lessee's obligaƟons under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such noƟce from Lessor and shall pay all Rents to Lessor without any obligaƟon or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary. (b) In the event of a Breach by Lessee, Lessor may, at its opƟon,require sublesseeto aƩorntoLessor,inwhich eventLessorshall undertakethe obligaƟonsof thesublessor undersuchsublease fromthe Ɵmeof theexerciseof said opƟon tothe expiraƟon ofsuch sublease;provided,however,Lessorshall notbe liablefor anyprepaid rentsorsecurity depositpaid bysuch sublesseetosuch sublessoror foranyprior Defaultsor Breachesofsuch sublessor. (c) Any maƩer requiringthe consentofthe sublessorunder asublease shallalsorequire theconsent ofLessor. (d) Nosublessee shallfurther assignorsublet allor anypartof thePremises withoutLessor's prior wriƩen consent. (e) Lessor shall deliver a copy of any noƟce of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of Lessee within the grace period, if any, speciﬁed in such noƟce. The sublessee shall have a right of reimbursement and oﬀset from and against Lessee for any such Defaults cured by the sublessee.

13. Default; Breach;Remedies.

13.1 Default; Breach. A "Default"is deﬁnedasa failureby theLesseeto complywith orperformany ofthe terms,covenants, condiƟonsorRules and RegulaƟons under this Lease. A "Breach" is deﬁned as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period:
(a) The abandonment of the Premises; the vacaƟng of the Premises prior to the expiraƟon or terminaƟon of this Lease without providing a commercially reasonable level of security, or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable assurances to minimize potenƟal vandalism; or failure to deliver to Lessor exclusive possession of the enƟre Premises in accordance herewith prior to the expiraƟonor terminaƟonof thisLease.
(b) Thefailure ofLessee tomakeany paymentof Rentorany SecurityDeposit requiredto bemadeby Lesseehereunder,whethertoLessor orto athird party,when due,to providereasonableevidence ofinsurance orsurety bond,orto fulﬁllany obligaƟonunderthis Leasewhich endangersorthreatens lifeor property,where suchfailure conƟnues for a period of 3 business days following wriƩen noƟce to Lessee. THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF

RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE PREMISES.
(c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste, act or acts consƟtuƟng public or private nuisance, and/or an illegal acƟvityonthe Premisesby Lessee,where such acƟons conƟnue fora periodof3 businessdays following wriƩen noƟce toLessee. In the eventthat Lesseecommits waste,anuisance oran illegal acƟvity asecond Ɵme then,the Lessormayelect totreat suchconductas anon-curable Breachrather thana Default.
(d) Thefailure byLessee toprovide(i) reasonable wriƩen evidence of compliance with Applicable Requirements, (ii) the service contracts, (iii) the rescission of an unauthorized assignment or subleƫng, (iv) an Estoppel CerƟﬁcate or ﬁnancial statements, (v) a requested subordinaƟon, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 42, (viii) material safety data sheets (MSDS), or (ix) any other documentaƟon or informaƟon which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure conƟnues for a period of 10 days following wriƩen noƟceto Lessee.
(e) A DefaultbyLessee asto theterms, covenants, condiƟonsor provisionsof thisLease,or ofthe rulesadoptedunder Paragraph40 hereof,other than thosedescribed insubparagraphs 13.1(a),(b),(c) or(d), above,where suchDefault conƟnues for a period of 30 days aŌer wriƩen noƟce; provided, however, that if the nature of Lessee's Default is such that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereaŌer diligently prosecutes such cure to compleƟon. (f) The occurrence of any of the following events: (i) the making of any general arrangement or assignment for the beneﬁt of creditors; (ii) becoming a "debtor"as deﬁned in 11 U.S.C. § 101 or any successor statute thereto (unless, in the case of a peƟƟon ﬁled against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substanƟallyallof Lessee'sassets locatedatthe Premisesor ofLessee'sinterest inthis Lease,where possessionis notrestored toLesseewithin 30days; or(iv) the aƩachment, execuƟon orother judicialseizureof substanƟallyall ofLessee'sassets locatedat the Premisesor ofLessee's interestinthis Lease,where suchseizure isnotdischarged within30 days;provided,however,inthe eventthatany provisionof this subparagraphis contraryto anyapplicablelaw,suchprovision shallbe ofnoforce or eﬀect, and not aﬀect the validity of the remaining provisions. (g) The discovery that any ﬁnancial statement of Lessee or of any Guarantor given to Lessor was materially false. (h) ThecessationoftheuseofthePremisesforgolfcourseoperationsorotherAgreedUsefor aperiodexceeding180consecutivedays. Iftheperformance ofLessee's obligaƟonsunderthis Leaseis guaranteed: (i) thedeath ofa Guarantor,(ii) the terminaƟon ofaGuarantor's liabilitywith respectto thisLeaseother thanin accordancewiththe termsof suchguaranty,(iii) aGuarantor's becominginsolvent orthe subjectofa bankruptcy ﬁling, (iv) a Guarantor's refusal to honor the guaranty, or (v) a Guarantor's breach of its guaranty obligaƟon on an anƟcipatory basis, and Lessee's failure, within 60 days following wriƩen noƟce of any such event, to provide wriƩen alternaƟve assurance or security, which, when coupled with the then exisƟng resources of Lessee, equals or exceeds the combined ﬁnancial resources of Lessee and the Guarantors that existed at the Ɵme of execuƟonof thisLease.

13.2 Remedies. IfLessee failsto performanyof its aﬃrmaƟve duƟesor obligaƟons, within10 days aŌer wriƩen noƟce(or incase ofanemergency,without noƟce),Lessor may,at its opƟon,perform suchduty or obligaƟon onLessee'sbehalf,includingbut notlimitedto theobtaining ofreasonablyrequired bonds, insurancepolicies, orgovernmental licenses,permitsor approvals. Lesseeshall paytoLessor anamount equalto115% ofthe costsandexpenses incurredby Lessor insuch performanceupon receiptofan invoicetherefor. In theeventof aBreach, Lessormay,with orwithout further noƟce or demand, and without limiƟng Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach:
(a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor .In such event Lessor shall be enƟtled to recover from Lessee: (i) the unpaid Rent which had been earned at the Ɵme of terminaƟon; (ii) the worth at the Ɵmeof awardof theamount bywhichthe unpaidrent whichwouldhave beenearned aŌer terminaƟon unƟl the Ɵme ofaward exceedsthe amountof suchrental lossthatthe Lesseeproves couldhave beenreasonablyavoided; (iii)the worthatthe Ɵmeof awardofthe amountby whichthe unpaidrentfor thebalance ofthe term aŌerthe Ɵmeof awardexceedstheamountof suchrental lossthatthe Lesseeproves couldbereasonably avoided;and (iv)any otheramount necessaryto compensateLessor forallthe detrimentproximately causedby theLessee'sfailure toperform its obligaƟons under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of releƫng, including ________ ________
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necessary renovaƟon and alteraƟon ofthePremises, reasonable aƩorneys' fees,and that porƟonof anyleasing commissionpaidby Lessorin connecƟonwiththis Leaseapplicable tothe unexpiredtermof thisLease. The worthatthe Ɵmeof awardofthe amountreferredtoinprovision (iii)of theimmediately preceding sentenceshall becomputed by discounƟng such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the Ɵme of award plus one percent. Eﬀorts by Lessor to miƟgate damages caused by Lessee's Breach of this Lease shall not waive Lessor's right to recover any damages to which Lessor is otherwise enƟtled. If terminaƟon of this Lease is obtained through the provisional remedy of unlawful detainer ,Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a noƟceand graceperiod requiredunderParagraph13.1was notpreviously given,a noƟce topay rentorquit, orto performorquit givento Lesseeunder theunlawful detainerstatute shallalso consƟtutethe noƟce requiredby Paragraph13.1. Insuch case,the applicablegraceperiod requiredby Paragraph13.1and theunlawful detainerstatute shallrun concurrently,andthe failureof Lesseeto curetheDefault withinthe greaterofthe twosuch graceperiodsshall consƟtuteboth anunlawful detainerand aBreach ofthisLease enƟtlingLessor tothe remediesprovidedfor inthis Leaseand/orby saidstatute. (b) ConƟnue the Lease and Lessee's right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitaƟons. Acts of maintenance, eﬀorts to relet, and/or the appointment of a receiver to protect the Lessor's interests, shall not consƟtute a terminaƟon of the Lessee's right to possession.
(c) Pursue any other remedy now or hereaŌer availableunder thelaws orjudicialdecisions ofthe statewhereinthe Premisesare located. The expiraƟon or terminaƟon ofthis Leaseand/orthe terminaƟonof Lessee'sright topossessionshall notrelieve Lesseefromliability underany indemnityprovisionsof thisLease asto maƩersoccurring oraccruingduring theterm hereofor byreasonof Lessee'soccupancy ofthePremises.

13.3 Inducement Recapture. Any agreementfor freeorabated rentor othercharges, thecostof tenantimprovements forLesseepaid foror performedby Lessor,or forthe givingorpaying byLessor toor forLesseeof anycash orotherbonus, inducementor consideraƟon for Lessee's entering into this Lease, all of which concessions are hereinaŌer referred to as "Inducement Provisions,"shall bedeemed condiƟoned upon Lessee's full and faithful performance of all of the terms, covenants and condiƟons of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall automaƟcally be deemed deleted from this Lease and of no further force or eﬀect, and any rent, other charge, bonus, inducement or consideraƟon theretofore abated, given or paid by Lessor under such an Inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which iniƟated the operaƟonof thisparagraph shallnotbe deemeda waiverbyLessor ofthe provisionsof thisparagraph unless speciﬁcally sostated in wriƟngby Lessorat the Ɵme ofsuchacceptance.

13.4 LateCharges. Lessee herebyacknowledgesthat latepayment byLessee ofRentwill causeLessor toincurcosts notcontemplated bythisLease, theexact amountof whichwill beextremely diﬃcult to ascertain. Such costs include, but are not limited to, processing and accounƟng charges, and late charges which may be imposed upon Lessor by any Lender .Accordingly, if any Rent shall not be received by Lessor within 5 days aŌer such amount shall be due, then, without any requirement for noƟce to Lessee, Lessee shall immediately pay to Lessor a one-Ɵme late charge equal to 10% of each such overdue amount or $100, whichever is greater .The ParƟes herebyagreethat suchlate chargerepresents afairand reasonable esƟmate ofthecosts Lessorwill incurbyreason ofsuch latepayment.

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

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

13.6 Breach byLessor.
(a) NoƟce ofBreach. Lessorshall notbe deemedin breachofthis Leaseunless Lessorfailswithin areasonable Ɵme to perform an obligaƟon required to be performed by Lessor. For purposes of this Paragraph, a reasonable Ɵmeshall inno eventbeless than30 days aŌerreceipt byLessor,andany Lenderwhosename andaddress shallhave beenfurnishedto Lesseein wriƟng for such purpose, of wriƩen noƟce specifying wherein such obligaƟon of Lessor has not been performed; provided, however, that if the nature of Lessor's obligaƟon is such that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 day period and thereaŌer diligently pursued to compleƟon. (b) Performanceby Lesseeon BehalfofLessor. In theeventthat neitherLessor norLender curessaidbreach within30 days aŌerreceipt ofsaid noƟce, orif havingcommenced saidcurethey donot diligentlypursue itto compleƟon, thenLessee mayelectto curesaid breachatLessee's expenseand oﬀsetfrom Rent theactual andreasonable costtoperform suchcure, providedhowever,thatsuch oﬀset shallnot exceedanamount equalto thegreaterof onemonth's BaseRent or theSecurity Deposit,reserving Lessee'srightto seekreimbursement fromLessor foranysuch expensein excessofsuch oﬀset. Lessee shall document the cost of said cure and supply said documentaƟon to Lessor .

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

If more than 25% of the Premises, is taken by CondemnaƟon, Lesseemay,at Lessee's opƟon, tobeexercisedin wriƟng within10days aŌerLessor shallhave given Lessee wriƩen noƟceof suchtaking(or inthe absenceof such noƟce,within 10days aŌerthecondemning authorityshall havetakenpossession) terminatethis Lease asof thedate thecondemningauthority takessuch possession. IfLesseedoes notterminate thisLeasein accordancewith theforegoing,this Leaseshall remainin fullforce and eﬀect astothe porƟonof thePremises remaining,exceptthat theBase Rentshallbe reducedin proporƟontothe reducƟonin uƟlityof thePremises causedby such CondemnaƟon. CondemnaƟon awards and/or payments shall be the property of Lessor, whether such award shall be made as compensaƟon for diminuƟon in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be enƟtled to any compensaƟon paid by the condemnor for Lessee's relocaƟon expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All AlteraƟons and UƟlity InstallaƟons made to the Premises by Lessee, for purposes of CondemnaƟon only, shall be considered the property of the Lessee and Lessee shall be enƟtled toanyand all compensaƟon whichispayable therefor. Intheevent thatthis Leaseis not terminatedby reasonof the CondemnaƟon,Lessor shallrepair anydamage tothePremises causedby such CondemnaƟon.

15. Brokerage Fees.

15.1 AddiƟonal Commission. In addiƟonto thepaymentsowed pursuantto Paragraph1.9 above,Lessoragrees that: (a)ifLessee exercisesany OpƟon,(b)if Lesseeor anyone aﬃliated withLesseeacquires anyrights tothe Premisesorother premisesowned byLessorand locatedwithin thesameProject, ifany,within whichthe Premisesis located,(c)if Lesseeremains inpossession ofthePremises, withthe consentofLessor, aŌerthe expiraƟonofthis Lease,or (d)if BaseRentis increased,whether byagreement or operaƟonof an escalaƟon clauseherein, then,Lessorshall payBrokersafeein accordancewith thefeeschedule ofthe Brokersin eﬀectat the Ɵme theLeasewas executed. Theprovisions ofthisparagraph areintended tosupersedethe provisionsof anyearlieragreement tothe contrary.

15.2 AssumpƟon of ObligaƟons. Anybuyer ortransfereeof Lessor'sinterest inthisLease shallbe deemedtohave assumedLessor's obligaƟonhereunder. ________ ________
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Brokersshall bethird party beneﬁciariesof theprovisions ofParagraphs 1.9,15,22 and31.

15.3 RepresentaƟons and IndemniƟesof Broker RelaƟonships. Lesseeand Lessoreach representandwarrant tothe otherthatit hashad nodealings withany person, ﬁrm, broker,agent or ﬁnder (other than the Brokers and Agents, if any) in connecƟon with this Lease, and that no one other than said named Brokers and Agents is enƟtled to any commission or ﬁnder's fee in connecƟon herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensaƟon or charges which may be claimed by any such unnamed broker ,ﬁnder or other similar party by reason of any dealings or acƟons of the indemnifying Party, including any costs, expenses, aƩorneys' fees reasonably incurred with respect thereto.

16. Estoppel CerƟﬁcates.
(a) Each Party (as "RespondingParty")shall within10 days aŌer wriƩen noƟcefrom theother Party(the"RequesƟng Party")execute, acknowledgeand deliverto the RequesƟng Partyastatement in wriƟng inform similartothe thenmost current"Estoppel CerƟﬁcate" formpublished byAIRCRE, plussuch addiƟonal informaƟon, conﬁrmaƟon and/orstatements asmaybe reasonablyrequested bythe RequesƟngParty. (b) Ifthe RespondingParty shallfailto executeor delivertheEstoppel CerƟﬁcate within such 10 day period, the RequesƟng Party may execute an Estoppel CerƟﬁcate staƟng that: (i) the Lease is in full force and eﬀect without modiﬁcaƟon except as may be represented by the RequesƟng Party, (ii) there are no uncured defaults in the RequesƟng Party's performance, and (iii) if Lessor is the RequesƟng Party, not more than one month's rent has been paid in advance.

ProspecƟvepurchasers andencumbrancers mayrelyupon the RequesƟng Party'sEstoppel CerƟﬁcate,andthe RespondingParty shallbeestopped fromdenying the truthof thefacts containedinsaid CerƟﬁcate. In addiƟon, Lesseeacknowledgesthat anyfailure onits parttoprovide suchan Estoppel CerƟﬁcatewill exposeLessor torisks and potenƟally causeLessorto incurcosts notcontemplated bythisLease, theextent ofwhichwill beextremely diﬃculttoascertain. Accordingly,shouldthe Lesseefail toexecute and/ordelivera requestedEstoppel CerƟﬁcate in a Ɵmely fashion the monthly Base Rent shall be automaƟcally increased, without any requirement for noƟce to Lessee, by an amount equal to 10% of the then exisƟng Base Rent or $100, whichever is greater for remainder of the Lease. The ParƟes agree that such increase in Base Rent represents fair and reasonable compensaƟon for the addiƟonal risk/costs that Lessor will incur by reason of Lessee's failure to provide the Estoppel CerƟﬁcate. Such increase in Base Rent shall in no event consƟtute a waiver of Lessee's Default or Breach with respect to the failure to provide the Estoppel CerƟﬁcate nor prevent the exercise of any of the other rights and remedies granted hereunder. (c) If Lessor desires to ﬁnance, reﬁnance,or sellthe Premises,or anypartthereof,Lesseeand allGuarantorsshall within10 days aŌer wriƩen noƟce fromLessor deliverto any potenƟallender orpurchaser designatedby Lessorsuch ﬁnancial statementsas maybereasonably requiredby suchlenderor purchaser, includingbut notlimited toLessee's ﬁnancial statementsfor thepast 3years. Allsuch ﬁnancialstatementsshall bereceived byLessorand suchlender orpurchaser in conﬁdence and shall be used only for the purposes herein set forth.

17. DeﬁniƟon ofLessor. Theterm "Lessor"as usedhereinshall meanthe owneror ownersatthe Ɵme in quesƟon of the fee Ɵtle to the Premises, or, if this is a sublease, of the Lessee's interest in the prior lease. In the event of a transfer of Lessor's Ɵtle or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor .Upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligaƟonsand/or covenantsunderthis Lease thereaŌer tobeperformed bythe Lessor.

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

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

19. Days. Unless otherwise speciﬁcally indicated to the contrary,the word "days"as usedin thisLeaseshall meanand refertocalendar days.

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

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

22. No Prioror OtherAgreements;Broker Disclaimer. ThisLeasecontains allagreements betweenthe ParƟes with respect to any maƩer menƟoned herein, and no other prior or contemporaneous agreement or understanding shall be eﬀecƟve. LessorandLessee eachrepresents andwarrants totheBrokersthatit hasmade,and isrelying solelyupon, itsown invesƟgaƟon as to the nature, quality, character and ﬁnancial responsibility of the other Party to this Lease and as to the use, nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party.

23. NoƟces.

23.1 NoƟce Requirements. All noƟcesrequired or permiƩedby thisLease orapplicablelaw shallbe in wriƟngand maybe deliveredin person(byhand orby courier)or maybe sentbyregular, cerƟﬁedor registeredmail orU.S.PostalServiceExpress Mail,withpostage prepaid,or byfacsimiletransmission, orby email,and shallbe deemed suﬃciently givenifserved ina manner speciﬁed inthisParagraph23. Theaddressesnoted adjacentto aParty'ssignature onthis Leaseshall bethat Party'saddress fordelivery ormailingof noƟces. EitherParty mayby wriƩen noƟceto theotherspecify a diﬀerent addressfor noƟce, exceptthat uponLessee's takingpossession ofthe Premises,thePremises shall consƟtute Lessee's address for noƟce. A copy of all noƟces to Lessor shall be concurrently transmiƩed to such party or parƟes at such addresses as Lessor may from Ɵme to Ɵme hereaŌer designate in wriƟng.

23.2 Date of NoƟce. Any noƟce sent by registered or cerƟﬁed mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the noƟceshall bedeemedgiven 72hours aŌerthe sameisaddressed as requiredherein andmailed withpostageprepaid. NoƟces deliveredby UnitedStatesExpress Mailor overnightcourierthat guaranteesnext daydeliveryshall be deemedgiven 24hours aŌerdeliveryof thesame tothe PostalServiceor courier. NoƟcesdeliveredby hand,or transmiƩedbyfacsimile transmissionor byemail shallbe deemeddelivered uponactualreceipt. If noƟceis receivedona Saturday,Sunday orlegalholiday,itshall bedeemedreceived onthe nextbusiness day.

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

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

25. Disclosures RegardingThe Natureofa RealEstate Agency RelaƟonship. (a) When enteringinto adiscussionwith areal estateagent regardingareal estate transacƟon, a Lessor or Lessee should from the outset understand what type of agency relaƟonship or representaƟon it has with the agent or agents in the transacƟon. Lessor and Lessee acknowledge being advised by the Brokers in this transacƟon, asfollows:
(i) Lessor'sAgent. A Lessor'sagent undera lisƟng agreementwith theLessoracts asthe agentforthe Lessoronly. A Lessor'sagentor subagent hasthe following aﬃrmaƟve obligaƟons: TotheLessor: A ﬁduciarydutyof utmostcare, integrity,honesty,and loyaltyin dealingswiththe Lessor. Tothe Lesseeand theLessor: (a) Diligentexerciseof reasonableskills andcare inperformanceof theagent's duƟes. (b) Aduty ofhonestand fairdealing andgood faith. (c) Aduty to discloseall factsknown totheagent materially aﬀecƟng thevalue ordesirabilityof theproperty thatarenot knownto,orwithinthe diligent aƩenƟon and observaƟonof,the ParƟes. Anagent isnot obligatedto revealtoeither Partyany conﬁdenƟal informaƟonobtained fromthe otherPartywhich doesnot involvethe aﬃrmaƟve duƟes setforth above.
(ii) Lessee'sAgent. Anagent canagree toactas agentfor theLesseeonly. In these situaƟons,the agentis notthe Lessor'sagent,even ifby agreementthe agentmay receive compensaƟonfor servicesrendered, eitherin fullorin partfrom theLessor. Anagent acƟngonlyfor aLessee hasthe following aﬃrmaƟve obligaƟons. TotheLessee: A ﬁduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessee. TotheLessee andthe Lessor: (a) Diligentexercise ofreasonable skillsandcare inperformance ofthe agent's duƟes. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially aﬀecƟng the value or desirability of the property that are not known to, or within the diligent aƩenƟon and observaƟon of, the ParƟes.

An agent is not obligated to reveal to either Party any conﬁdenƟal informaƟon obtained from the other Party which does not involve the aﬃrmaƟve duƟes set forth above.
(iii) Agent RepresenƟngBothLessor andLessee. Areal estateagent, either acƟng directlyorthrough oneor moreassociatelicensees, canlegally be theagent ofboth theLessorand theLessee ina transacƟon,butonly withthe knowledgeandconsent ofboth theLessorand theLessee. In adualagency situaƟon, theagent hasthe following aﬃrmaƟve obligaƟons toboth theLessor andtheLessee: (a)A ﬁduciarydutyof utmostcare, integrity,honestyand loyaltyin thedealings witheither Lessoror theLessee. (b)Other duƟes to the Lessor and the Lessee as stated above in subparagraphs (i) or (ii). In represenƟng both Lessor and Lessee, the agent may not, without the express permission of the respecƟve Party, disclose to the other Party conﬁdenƟal informaƟon, including, but not limited to, facts relaƟng to either Lessee's or Lessor's ﬁnancial posiƟon, moƟvaƟons, bargaining posiƟon, or other personal informaƟon that may impact rent, including Lessor's willingness to accept a rent less than the lisƟng rent or Lessee's willingness to pay rent greater than the rent oﬀered. The above duƟes of the agent in a real estate transacƟon do not relieve a Lessor or Lessee from the responsibility to protect their own interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding of the transacƟon. A realestateagentisa person qualiﬁed toadviseabout realestate. Iflegal ortax adviceis desired,consult acompetent professional. BothLessorand Lesseeshould stronglyconsider obtainingtaxadvice froma competentprofessionalbecause thefederal andstatetax consequencesof a transacƟon can be complex and subject to change. (b) Brokers have no responsibility with respect to any default or breach hereof by either Party. The ParƟes agree that no lawsuit or other legal proceeding involving any breach of duty, error or omission relaƟng to this Lease may be brought against Broker more than one year aŌer the Start Date and that the liability (including court costs and aƩorneys' fees), of any Broker with respect to any such lawsuit and/or legal proceeding shall not exceed the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitaƟon oneachBroker'sliabilityshall notbeapplicable toany grossnegligenceor willful misconductof suchBroker.
(c) Lessorand Lesseeagree to idenƟfy to Brokers as "ConﬁdenƟal" any communicaƟon or informaƟon given Brokers that is considered by such Party to be conﬁdenƟal.

26. No RightToHoldover. Lessee hasno righttoretain possessionof thePremises oranypart thereofbeyond the expiraƟon or terminaƟon of this Lease. At or prior to the expiraƟon or terminaƟon of this Lease Lessee shall deliver exclusive possession of the Premises to Lessor. For purposes of this provision and Paragraph

13.1(a), exclusive possession shall mean that Lessee shall have vacated the Premises, removed all of its personal property therefrom and that the Premises have been returned in the condiƟon speciﬁedinthis Lease. Inthe eventthatLessee doesnot deliverexclusive possessiontoLessor as speciﬁed above,thenLessor's damages duringany holdoverperiod shallbecomputed atthe amountof theRent(as deﬁnedin Paragraph4.1)due duringthe lastfullmonth beforethe expiraƟonor terminaƟonof thisLease (disregardinganytemporary abatementof Rentthat mayhavebeen in eﬀect), butwithBase Rentbeing 150%ofthe BaseRent payable duringsuch lastfull month. Nothingcontainedherein shallbe construedasconsent byLessor toany holdingoverby Lessee.

27. CumulaƟve Remedies. Noremedyor elecƟon hereunder shall be deemed exclusive but shall, wherever possible, be cumulaƟve with all other remedies at law or in equity.

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

In construing this Lease, all headings and Ɵtlesare forthe convenienceofthe ParƟesonly andshallnot beconsidered apartof thisLease. Whenever requiredbythe context,the singularshall includetheplural andvice versa. ThisLeaseshall notbe construedasif preparedby oneofthe ParƟes,but ratheraccording toitsfair meaningas awhole, asifboth ParƟeshad preparedit.

29. Binding Eﬀect;Choice ofLaw. ThisLease shallbebinding uponthe ParƟes,their personalrepresentaƟves,successors andassigns andbegoverned bythe laws ofthe Statein whichthePremises arelocated. Any liƟgaƟon between the ParƟes hereto concerning this Lease shall be iniƟated in the county in which the Premises are located. Signatures to this Lease accomplished by means of electronic signature or similar technology shall be legal and binding.

30. SubordinaƟon; AƩornment;Non-Disturbance.

30.1 SubordinaƟon. This Lease and any OpƟon granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecaƟonor securitydevice (collecƟvely,"SecurityDevice"), nowor hereaŌerplaced uponthePremises, toany andalladvances madeon thesecuritythereof, andto allrenewals, modiﬁcaƟons,andextensions thereof. Lesseeagrees thattheholders ofany suchSecurityDevices (inthis Leasetogetherreferredtoas "Lender") shallhave noliability or obligaƟonto performany ofthe obligaƟonsofLessor underthis Lease. Any Lendermay electtohave thisLease and/orany OpƟongranted herebysuperior tothe lienofits SecurityDevice bygiving wriƩen noƟce thereof to Lessee, whereupon this Lease and such OpƟons shall be deemed prior to such Security Device, notwithstanding the relaƟve dates of the documentaƟon or recordaƟon thereof.

30.2 AƩornment. In the event that Lessor transfers Ɵtle to the Premises, or the Premises are acquired by another upon the foreclosure or terminaƟon of a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph 30.3, aƩorn to such new owner, and upon ________ ________
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request,enter intoa newlease,containing allof theterms andprovisionsof thisLease, withsuchnew ownerfor theremainderof theterm hereof,or,atthe elecƟon ofthe newowner,thisLeasewill automaƟcallybecome anew leasebetweenLessee andsuch newowner,and (ii)Lessor shall thereaŌerbe relievedof anyfurther obligaƟons hereunder and such new owner shall assume all of Lessor's obligaƟons, except that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisiƟon of ownership; (b) be subject to any oﬀsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month's rent, or (d) be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner .

30.3 Non-Disturbance. Withrespect toSecurity Devicesenteredinto byLessor aŌerthe execuƟon ofthis Lease,Lessee's subordinaƟon ofthis Leaseshall be subjectto receivinga commerciallyreasonablenon-disturbance agreement(a "Non-DisturbanceAgreement") fromtheLender whichNon-Disturbance Agreement providesthat Lessee'spossession ofthePremises, andthis Lease,including any opƟonsto extendthe termhereof,will notbe disturbedsolong asLessee isnot in Breachhereof and aƩorns totherecord ownerof thePremises.

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

31. AƩorneys' Fees. IfanyParty orBrokerbringsan acƟon orproceeding involvingthe Premiseswhetherfounded intort, contractorequity,orto declarerights hereunder,the PrevailingParty (as hereaŌer deﬁned) inany suchproceeding, acƟon,orappeal thereon,shall be enƟtledto reasonable aƩorneys' fees. Such feesmay beawarded inthe samesuitor recoveredin aseparate suit,whetheror notsuch acƟonorproceeding ispursued todecisionor judgment. Theterm, "Prevailing Party"shall include,without limitaƟon, a Party or Broker who substanƟally obtains or defeats the relief sought, as the case may be, whether by compromise, seƩlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The aƩorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all aƩorneys' fees reasonably incurred. In addiƟon, Lessor shall be enƟtled to aƩorneys' fees, costs and expenses incurred in the preparaƟon and service of noƟces of Default and consultaƟons in connecƟon therewith, whether or not a legal acƟon is subsequently commenced in connecƟon with such Default or resulƟng Breach ($200 is a reasonable minimum per occurrence for such services and consultaƟon).

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

33. AucƟons. Lessee shallnotconduct, norpermit tobeconducted, anyaucƟon uponthe PremiseswithoutLessor's priorwriƩen consent. Lessor shallnot be obligatedto exerciseany standardofreasonableness indetermining whetherto permitanaucƟon.

34. Signs. Lessor mayplaceon thePremises ordinary"ForSale" signsat any Ɵme andordinary"For Lease"signs duringthelast 6months oftheterm hereof. Except forordinary "ForSublease" signs,Lesseeshall notplace anysign uponthePremises withoutLessor's prior wriƩenconsent. All signsmustcomply withall Applicable Requirements.

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

36. Consents. All requestsforconsent shallbe in wriƟng. Exceptas otherwiseprovided herein,whereverin thisLease theconsentof aParty isrequiredto anact by orfor theother Party,suchconsent shallnot beunreasonably withheldordelayed. Lessor's actualreasonablecosts andexpenses (includingbutnot limitedto architects', aƩorneys', engineers' and other consultants' fees) incurred in the consideraƟon of, or response to, a request by Lessee for any Lessor consent, including but not limited to consents to an assignment, a subleƫngor thepresenceor useof aHazardousSubstance, shallbe paidbyLessee uponreceipt ofan invoiceand supporƟng documentaƟon therefor. Lessor's consent to any act, assignment or subleƫng shall not consƟtute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then exisƟng Default or Breach, except as may be otherwise speciﬁcally stated in wriƟng by Lessor at the Ɵme of such consent. The failure to specify herein any parƟcular condiƟon to Lessor's consent shall not preclude the imposiƟon by Lessor at the Ɵme of consent of such further or other condiƟons asare thenreasonable withreferenceto the parƟcular maƩerforwhich consentis beinggiven. Inthe eventthat either Partydisagrees withany determinaƟonmadeby theother hereunderand reasonablyrequeststhe reasonsfor such determinaƟon,the determiningparty shallfurnish itsreasons in wriƟng andinreasonable detailwithin 10business daysfollowingsuch request.

37. Guarantor.

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

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

38. Quiet Possession. Subject topayment byLessee oftheRent andperformance ofallof thecovenants, condiƟonsandprovisions onLessee's partto beobserved andperformed underthis Lease,Lesseeshall havequiet possessionand quietenjoymentof thePremises duringtheterm hereof.

39. OpƟons. If Lesseeisgranted any OpƟon, as deﬁned below, then the following provisions shall apply.

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

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

39.3 MulƟple OpƟons. In the event that Lessee has any mulƟple OpƟons to extend or renew this Lease, a later OpƟon cannot be exercised unless the prior OpƟons have been validly exercised.
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39.4 Eﬀect ofDefaulton OpƟons.
(a) Lessee shallhave norightto exercisean OpƟon: (i)duringthe periodcommencing withthegiving ofany noƟceofDefault and conƟnuing unƟlsaid Defaultis cured,(ii) duringtheperiod of Ɵme any Rent is unpaid (without regard to whether noƟce thereof is given Lessee), (iii) during the Ɵme Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more noƟces of separate Default, whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the OpƟon.
(b) The period of Ɵme within which an OpƟon may be exercised shall not be extended or enlarged by reason of Lessee's inability to exercise an OpƟon because of the provisions of Paragraph 39.4(a).
(c) An OpƟon shallterminate andbeof nofurther forceor eﬀect,notwithstandingLessee's dueand Ɵmelyexerciseof the OpƟon, if, aŌersuch exercise andprior tothe commencement ofthe extendedterm or compleƟon ofthepurchase, (i)Lessee failstopay Rentfor aperiodof 30days aŌersuch Rentbecomesdue (withoutany necessityof Lessortogive noƟcethereof), or(ii) ifLesseecommits aBreach ofthisLease.

40. MulƟple ProperƟes. IfthePremises area partof agroupof properƟes controlled by Lessor, Lessee agrees that it will abide by and conform to all reasonable rules and regulaƟons which Lessor may make from Ɵme to Ɵme for the management, safety, and care of said properƟes, including the care and cleanliness of the grounds and including the parking, loading and unloading of vehicles, and to cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and conform. Lessee also agrees to pay its fair share of common expenses incurred in connecƟonwithsuch rulesand regulaƟons.

41. Security Measures. Lesseeherebyacknowledges thatthe Rentpayableto Lessorhereunder doesnot includethecost ofguard serviceorother security measures,and thatLessor shallhaveno obligaƟonwhatsoever toprovide same. Lessee assumesall responsibility forthe protecƟonof thePremises,Lessee, its agentsand inviteesand theirpropertyfrom theacts ofthird parƟes.

42. ReservaƟons. Lessor reserves to itself the right, from Ɵme to Ɵme, to grant, without the consent or joinder of Lessee, such easements, rights and dedicaƟons that Lessor deems necessary, and to cause the recordaƟon of parcel maps and restricƟons, so long as such easements, rights, dedicaƟons, maps and restricƟons do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to eﬀectuate any such easement rights, dedicaƟon,map or restricƟons.

43. Performance UnderProtest. Ifat any Ɵme adisputeshall ariseas toany amountorsum ofmoney tobepaid byone Partytothe otherunder theprovisions hereof,the Partyagainst whomthe obligaƟon topay themoney isassertedshall havethe righttomake payment"under protest"andsuch paymentshall notbe regardedas avoluntary paymentandthere shallsurvive theright onthepart ofsaid Partyto insƟtute suitfor recoveryofsuch sum. Ifit shallbeadjudged thatthere wasno legal obligaƟon on the part of said Party to pay such sum or any part thereof, said Party shall be enƟtled to recover such sum or so much thereof as it was not legally required to pay. A Party who does not iniƟate suit for the recovery of sums paid "under protest" within 6 months shall be deemed to have waived its right to protest such payment.

44. Authority; MulƟple ParƟes; ExecuƟon.
(a) If either Party hereto is a corporaƟon,trust, limitedliability company,partnership,or similar enƟty,eachindividual execuƟng thisLease onbehalfof such enƟty representsand warrantsthathe orshe isduly authorizedtoexecute anddeliver thisLeaseon itsbehalf. EachParty shall,within 30days aŌerrequest, deliverto theother Party saƟsfactoryevidence ofsuch authority. (b) Ifthis Leaseis executedbymore thanone personor enƟty as "Lessee", each such person or enƟty shall be jointly and severally liable hereunder .It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of the named Lessees had executed such document. (c) This Lease may be executed by the ParƟes in counterparts, each of which shall be deemed an original and all of which together shall consƟtute one and the same instrument.

45. Conﬂict. Any conﬂictbetweenthe printedprovisions ofthisLease andthe typewriƩenor handwriƩenprovisionsshall becontrolled bythe typewriƩen or handwriƩen provisions.

46. Oﬀer. PreparaƟon ofthisLease byeither Partyortheir agentand submission of sametothe otherParty shallnotbe deemedan oﬀertolease tothe other Party. ThisLease isnotintended tobe binding unƟl executed and delivered by all ParƟes hereto.

47. Amendments. This Leasemaybe modiﬁed only in wriƟng, signed by the ParƟes in interest at the Ɵme of the modiﬁcaƟon. As long as they do not materially change Lessee's obligaƟons hereunder ,Lessee agrees to make such reasonable non-monetary modiﬁcaƟons to this Lease as may be reasonably required by a Lender in connecƟon withthe obtainingofnormal ﬁnancingor reﬁnancingof thePremises.

48. Waiver ofJury Trial. THE PARTIESHEREBY WAIVETHEIRRESPECTIVE RIGHTSTOTRIALBYJURYINANY ACTIONOR PROCEEDINGINVOLVINGTHE PROPERTY ORARISING OUTOF THISAGREEMENT.

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

50. Accessibility; Americanswith DisabiliƟesAct.
(a) The Premises:
havenot undergonean inspecƟonbya CerƟﬁedAccess Specialist(CASp). Note:A CerƟﬁedAccess Specialist(CASp)can inspectthe subjectpremisesand determinewhether thesubject premisescomplywith allof theapplicable construcƟon-relatedaccessibilitystandards understate law.Althoughstate lawdoes not requirea CASp inspecƟon of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspecƟon of the subject premises for the occupancy or potenƟal occupancy of the lessee or tenant, if requested by the lessee or tenant. The parƟes shall mutually agree on the arrangements for the Ɵme and manner of the CASp inspecƟon, the payment of the fee for the CASp inspecƟon, and the cost of making any repairs necessary to correct violaƟons of construcƟon-related accessibilitystandardswithin thepremises. haveundergone an inspecƟon bya CerƟﬁed AccessSpecialist (CASp)and itwasdetermined thatthe Premisesmetall applicable construcƟon-related accessibility standardspursuant toCalifornia CivilCode§55.51 etseq. Lessee acknowledgesthatit receiveda copyofthe inspecƟon report at least 48 hours prior to execuƟng this Lease and agrees to keep such report conﬁdenƟal.
haveundergone an inspecƟon bya CerƟﬁed AccessSpecialist (CASp)and itwasdetermined thatthe Premisesdidnot meetall applicable construcƟon-related ________ ________
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accessibilitystandards pursuantto CaliforniaCivilCode §55.51et seq. Lesseeacknowledges thatit receivedacopy ofthe inspecƟonreportat least48 hoursprior to execuƟngthis Leaseand agreestokeep suchreport conﬁdenƟalexcept asnecessaryto completerepairs and correcƟonsof violaƟonsof construcƟonrelated accessibilitystandards.

Inthe eventthat thePremiseshave beenissued an inspecƟon report by a CASp the Lessor shall provide a copy of the disability access inspecƟon cerƟﬁcate to Lessee within 7 days of the execuƟon of this Lease.
(b) Since compliance with the Americans with DisabiliƟes Act (ADA) and other state and local accessibility statutes are dependent upon Lessee's speciﬁc use of the Premises, Lessor makes no warranty or representaƟon as to whether or not the Premises comply with ADA or any similar legislaƟon. In the event that Lessee's use of the Premises requires modiﬁcaƟons or addiƟons tothe Premisesinorder tobe incompliancewith ADAor otheraccessibilitystatutes, Lesseeagrees to makeany suchnecessary modiﬁcaƟonsand/or addiƟons atLessee's expense.

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

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

1. SEEKADVICE OFCOUNSELAS TOTHE LEGALANDTAXCONSEQUENCESOF THISLEASE.

2. RETAINAPPROPRIATECONSULTANTSTOREVIEW ANDINVESTIGATETHECONDITIONOF THEPREMISES. SAID INVESTIGATIONSHOULDINCLUDE BUTNOT BE LIMITEDTO:THEPOSSIBLE PRESENCEOFHAZARDOUS SUBSTANCES,THE ZONINGOF THEPREMISES,THE CONDITIONAND THESUITABILITYOF THEPREMISES FOR LESSEE'SINTENDED USE.

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

The parƟes heretohave executedthisLease atthe placeand onthedates speciﬁedabove theirrespecƟvesignatures.

Executedat:

On:

ByLESSOR:

BLUE ROCK SPRINGS, LLC, a Delaware limited
liability company
By: SeeAddendum
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Title:

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By:

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Executedat:

On:

ByLESSEE:

CITY OF VALLEJO, a municipal corporation
By: SeeAddendum
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Title:

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By:

NamePrinted:

Title:

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BROKER
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Title:

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FederalID No.:

BrokerDRE License#:

AgentDRE License#:

BROKER
AƩn:

Title:

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FederalID No.:

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AgentDRE License#:
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©2019AIRCRE. AllRightsReserved. LastEdited:12/21/20224:48PM LG-15.23,Revised10-22-2020 Page16of16
AIRCRE * hƩps://www.aircre.com * 213-687-8777 * [email protected] NOTICE: Nopart oftheseworks maybe reproducedin anyformwithout permissionin wriƟng.

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Vallejo City CouncilSeptember 24, 2024

Vallejo City Council
September 24, 2024