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HomeMy WebLinkAboutRDA MICRO CTR DISP 09-06-94~I- ~ ~ ~ RDA~~ 4 °'' 9-6-94__ ,' ~, i DATE: BEPTEMBER 6, 1994 I n t e r- C o m` ~~ ~~- TO: WILLIAM A. HIISTON, E%ECIITZVE DIRECTOR FROM: COMMD'NITY DEVELOPMENT DEPARTMENT SUBJECT: MICRO CENTER DIBPOSITION AND DEVELOPMENT AGREEMENT RECOMMENDATION It is recommended that the Redevelopment Agency: 1. Approve the Environmental Determination for the project by adopting Resolution No. 94-10; and Approve the Disposition and Development Agreement by and among Micro Electronics, Inc. (Micro Center), Catellus Development Corporation, the City and the Redevelopment Agency to provide Micro Electronics, Inc. with financial assistance for the improvement of the property at 1100 Edinger Avenue. FISCAL IMPACT The proposed Disposition and Development Agreement (DDA), provides Micro Electronics, Inc, with assistance payments of up to $638,000 in 1993 present value over a 10 year time frame at an 8~ discount rate. Assistance payments will be made on an annual basis by the City and/or Agency provided certain sales tax thresholds are achieved by Micro Center. It is projected that the City's General Fund could receive sales tax revenues ranging from $2.4 million to $4.9 million dollars from Micro Center over 10 years. It is currently anticipated that all assistance payments would be made by the Agency on an annual basis and included in annual Agency budget requests. No appropriation is required at this time. BACRGROIIND Micro Electronics, Inc. ("Micro Center") specifically requested City and/or Redevelopment Agency financial assistance to assist them in offsetting extraordinary costs in their development of a Micro Center facility at the southwest corner of Edinger Avenue and Del Amo Avenue in the City of Tustin. On September 7, 1993, the City Council and the Redevelopment Agency approved a letter of understanding with Micro Electronics, Inc. for Redevelopment Agency Report Disposition and Development Agreement June 20, 1993 Page 2 the level of assistance to be provided to Micro Center as an incentive to locate in Tustin, and the manner in which annual payments would be computed. The Council and the Agency also authorized staff to prepare and negotiate a full DDA. The attached Agreement is under consideration at this time. The terms of this Agreement are the same as the terms of the Letter of Understanding, previously approved. The following is a summary of staff's justification for assistance as well as the terms of assistance, as presented to the Council and Agency on September 7, 1993. JUSTIFICATION FOR ASSISTANCE Prior to staff's consideration of any financial assistance for the project, a substantial amount of financial information and data on the proposed project was requested from Micro Center including Micro Center's 10 year cash flow analysis for the project. Micro Center was also asked to provide an estimate of the sales volumes that could be expected from the project. All financial information for the project including an analysis of Micro Center's justification or need for assistance have been reviewed by the Agency's financial real estate consultant, Kotin, Regan and Mouchly, Inc. (KRM). The essential terms of the Micro Center transaction with Catellus Development are: 1. Micro Center is leasing the site at 1100 Edinger Avenue in Tustin from Catellus for fifteen years at a rental rate starting at approximately $7.14 a square foot per year. 2. Catellus provided Micro Center with approximately $1,251,200 in construction funds to partially finance building and site improvements. 3. The preparation and development costs for the Tustin Micro Center facility were approximately $4.27 million to bring the former Builder's Emporium store up to Micro Center's specifications for retail operations. 4. After giving credit for the $1,251,200 million construction funds provided by Catellus, Micro Center had projected excess Redevelopment Agency Report Disposition and Development Agreement June 20, 1993 Page 3 costs of approximately $763,000 in the development of their store in Tustin. Not all of the excess costs are ones which would necessarily be included in an Agency assistance program. For instance, Micro Center has stated that pre-opening costs for Micro Center in Tustin were attributable to generally high cost levels in California and the long distance from the corporate home office. Since these costs would apply uniformly throughout California, the case for including them in a total assistance program is weakened. Based on the above factors, the assistance program is based only on those excess costs identified, excluding excess pre-opening expenses that were not related to site development. Staff and KRM analyzed the issue of need for assistance on the part of Micro Center. Based on this analysis, there was justification for Micro Center to receive some level of City/Agency assistance. It is also in the City's/Agency's best economic interest to do so. The key assumptions on which staff and KRM findings justifying assistance are based are as follows: 1. Micro Center's normal $2.2 million allowance for "development costs" (which include certain pre-opening expenses) for its prototype store are for improvements beyond those that would be provided by their landlord within the $7.00 per square foot per year rent they budget for a prototype. 2. The as-is former Builder's Emporium store, with the $1.2 million in improvements the Catellus Development Corporation is willing to fund, had a rental market value in the $7.00 per square foot per year range. Catellus could have expected to obtain that level of rent from an alternative tenant and would not have been compelled to make rent concessions below that amount for Micro Center. 3. Micro Center had a reasonable likzlihood of achieving its goal of paying rent of not more than approximately $7.00 per square foot per year for an alternative site in an equivalent market area in California. 4. The volume of sales which Micro Center is likely to generate would be substantially higher than an alternative lower- Redevelopment Agency Report Disposition and Development Agreement June 20, 1993 Page 4 volume, higher-margin retailer or other tenant which would not need City assistance with development of this property. Micro Center is willing to guarantee taxable sales volumes of $25 million and have indicated that they project that sales could range from $40 - 60 million. The levels of sales which Micro Center appears to have achieved at its best performing stores elsewhere in the country, and the level of sales it is now experiencing in Tustin, makes it one of the best possible retailers from the standpoint of sales tax revenue generation for the City as long as point-of-sale subventions from the State continue. Specific economic need not withstanding, in today's environment, it would be difficult for any city to pursue a new retailer of Micro Center's potential without some form of assistance. A88ISTANCE PROGRAM In structuring a financial assistance program for Micro Center, KRM suggested the following criteria in judging any assistance package for any retail development in a redevelopment area: 1. Will the City receive benefits from the assisted development which are in excess of benefits which would be derived from an unassisted project? 2. Are excess benefits truly new benefits to the City? 3. Will it cost the developer more or will the City/Agency incur higher risk to produce the project which yields greater benefits for the City? 4. Can the assistance to the developer be fully funded from a portion of the excess benefits which the City derives from the assisted development project? 5. After all assistance has been funded, will the City retain at least a majority of the excess benefits being generated? 6. In the absence of any excess benefits to the City, will there be no obligation by the City to fund assistance? Redevelopment Agency Report Disposition and Development Agreement June 20, 1993 Page 5 Because an assistance program for Micro Center meets the above criteria, Agency staff and KRM believed that it would be fair, justifiable and defensible to assist the project. A suitable level of protection for the City and Agency can be provided as part of the assistance program. Once need was determined, the City and KRM utilized the following parameters in structuring an assistance program for Micro Center that met the criteria above: 1. The amount of assistance should be based on the level of sales tax revenues generated by Micro Center. 2. Only sales tax received by City on a point of sale basis should be utilized to determine eligibility for assistance. 3. Micro Center should receive assistance only if sales tax revenues exceed a threshold which the City could reasonably expect to receive from an unassisted retail operator on site. 4. The program should last no more than 10 years. 5. Micro Center should receive no assistance in any year in which taxable sales were less than a specified threshold. 6. The City's interest should be protected if current law relating to point of sale retail sales tax received by the City is changed. There are two assumptions which apply to the proposed assistance program outlined in the Disposition and Development Agreement: 1. An assumption of the potential sales tax revenue production of the site without Agency/City assistance, and; 2. A present value amount of Agency/City assistance equal to $638,000. First, it was assumed that the proposed Micro Center site had the potential to produce some level of retail sales for the City even without an assistance program. It is reasonable to assume a retailer with lower sales volume but higher margins than Micro Center could produce sales in the range of $225 per square foot in a store the size of the present facility. Sales at this level should be considered a threshold and the City/Agency should only Redevelopment Agency Report Disposition and Development Agreement June 20, 1993 Page 6 consider assistance which can be "funded" by revenues which are received from taxable sales above that amount. KRM and staff believed it is necessary to explicitly specify this threshold in the Micro Center assistance program. The specification is in terms only of those sales tax revenues which would be apportioned to the City on the basis of point-of-sale. Attachment 10 of the Disposition and Development Agreement presents the amounts which should be utilized as the threshold for each year. These figures are identified as "Net New Revenues" for the Base Case Development. The difference between the total sales tax revenues from Micro Center and the threshold will be defined as the excess sales tax revenues. Second, the target amount of assistance which the City or Agency will provide is $638,000. This is derived by subtracting excess pre-opening expenses from Micro Center's projection of the total excess costs of opening a store in Tustin compared to a standard prototype. The amount of assistance actually received will be measured as the 1993 present value of all assistance payments made (at an 8~ discount rate). Present value is the equivalent today of money available in the future. The present value calculation for the Micro Center assistance program will be influenced by the 8% discount rate applied to future assistance payments. In no case will the application of the Micro Center assistance program result in a present value greater than that amount being paid to Micro Center ($638,000). The guiding principle of the proposed Micro Center assistance program is that the annual assistance payments will be equal to a specific scheduled percent of annual excess sales tax revenues and will be made until the indicated present value has been paid. The specified percent figure which will be applied in each year is derived by dividing the present value of the total excess sales revenues at the middle range of projected Micro Center sales over ten years by the present value of the maximum amount of assistance proposed to be provided ($638,000). This is equal to 23.94 (rounded to 24$). This percent will then be applied to excess sales tax revenues on an annual basis until the accumulated present value of the payments reaches $638,000. In summary, Micro Center will receive an annual payment equal to approximately 24~ of the annual excess sales tax revenue until a 1993 present value of all payments reaches $638,000, or through ten years, whichever is shorter. Redevelopment A~, :y Report Disposition and Development Agreement June 20, 1993 _ Page 7 Staff and KRM believe that the proposed assistance program is based on sound rationale and consistent with criteria that should be used in judging any retail development assistance program in a redevelopment area. Staff will be prepared to respond to any specific questions about the specific terms of the Disposition and Development Agreement at the June 20, meeting. ENVIRONMENTAL ANALYSIS An Initial Study was prepared for the adoption of the DDA which is attached for Agency approval. With the Agency September 7, 1993 approval of entitlements for Micro Center, it made the determination that Environmental Impact Report 90-1 had previously addressed all of the environmental issues relating to this project and appropriate mitigating measures identified in EIR 90-1 are included as conditions of approval for the project. The proposed DDA does not change any of the environmental impacts identified at that time. Therefore, it is recommended that the Agency make the finding that requirements of the California Environmental Quality Act have been met and that no further environmental/r~o\iew is required. /~ Christine A. Shi Teton ~ 'chaid immer Assistant City Hager ;RedevelP 3 nt Program Manager rzimmer\micrcent\oparpt.mem RESOLUTION NO. RDA 94-10 AND INITIAL STUDY RESOLUTION N0. RDA 94-10 5 6 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF TUSTIN, FINDING THAT-FINAL ENVIRONMENTAL IMPACT REPORT (EIR) FOR THE PACIFIC CENTER EAST SPECIFIC PLAN (FINAL EIR 90-1) IS ADEQUATE TO SERVE AS THE PROGRAM EIR FOR THE APPROVAL OF THE DISPOSITION AND DEVELOPMENT AGREEMENT BY AND AMONG THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY, THE CITY OF TUSTIN, CATELLUS DEVELOPMENT CORPORATION AND MICRO ELECTRONICS, INC. AND THAT ALL FEASIBLE MITIGATION MEASURES HAVE BEEN INCORPORATED AS REQUIRED BY THE CALIFORNIA ENVIRONMENTAL QUALITY ACT. The Redevelopment Agency of the City of Tustin does hereby resolve as follows: The Redevelopment Agency finds and determines as follows: A. That the Disposition and Development Agreement by and among the Tustin Community Redevelopment Agency, the City of Tustin, Catellus Development Corporation and Micro Electronics, Inc. is considered a "projects" pursuant to the terms of the California Environmental Quality Act; and B. That the project is covered by a previously certified Final Environmental Impact Report for the Pacific Center East Specific Plan which serves as a Program EIR for the proposed project. II. The Pacific Center East Specific Plan Final Environmental Impact Report (90-1), previously certified on December 17, 1990, was considered prior to approval of this project. The Redevelopment Agency hereby finds: this project is within the scope of the Pacific Center East Specific Plan previously approved; the effects of this project, relating to grading, air quality, drainage, plant life, noise, land use, circulation, public services, utilities and aesthetics, were examined in the Program EIR. All feasible mitigation measures and alternatives developed in the Program EIR are incorporated into this project. The Final EIR, is therefore determined to be adequate to serve as a Program EIR for this project and satisfied all requirements of the California Environmental Quality Act. Further, the Redevelopment Agency finds the project involves no potential for any adverse effect, either individually or cumulatively, on wildlife resources; and, therefore, makes a De Minimis Impact Finding related to AS 3158, Chapter 1706, Statutes of 1990. Resolution No. 94-10 Page 2 1 2 3 4 5 6 7 8 9 l0 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED AND ADOPTED at a regular meeting of the Tustin Community Redevelopment Agency, held on the 6th day of September, 1994. THOMAS R. SALTARELLZ Redevelopment Chairperson MARY E. WYNN, City Clerk STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS CITY OF TUSTIN ) CERTIFICATION FOR RDA RESOLUTION 94-10 MARY E. WYNN, City Clerk and ex-officio Clerk of the City Council of the City of Tustin, California, does hereby certify that the whole number of the members of the Redevelopment Agency of the City of Tustin is 5; that the above and foregoing RDA Resolution No. 94-10 was duly and regularly introduced, passed and adopted at a regular meeting of the Redevelopment Agency held on the 6th day of September, 1994, by the following vote: AGENCY MEMBER AYES: AGENCY MEMBER NOES: AGENCY MEMBER ABSTAINED: AGENCY MEMBER ABSENT: Mary E. Wynn, City Clerk COMA4UNITY DEVELOPMENT DEPARTMENT 300 Centennrat Id'ay, TLS1177, CA 92680 (714) 573-3105 INITIAL STUDY L BACKGROUND Name of Proponent ~ i s ti 1 N ~C•MKI ~ /~ i Address and Phone Number of Proponent 3C;C' L ~~.Z=~~ h.~i ~a ~ Ct.~Ay. I l.i~'i tom, C~ i~- ~rZ(~SC. Date Check List Submitted Agency Requiring Check List Name of Proposal, if applicable ti' n-' II. ENVII20NMENTAL INLPACTS 1. Earth. Will the proposal result in: a. Unstable earth conditions or in changes in geologic substructures? b. Disntptions, displacements, compaction or overcovering of the soil? c. Change is topography or ground surface re~icf features? d. The destruction, covering or modification of any unique geologic or Physical features? e. Any increase in wind or water erosion of soils, either on or off the site? YES MAYBE NO .1 L~ ~ ~ ( ~ I J j I~ ^ ~~ L`~J ~.l ~j~,~ ^ ^ L~J f Changes in deposition or erosion of beach sands, or changes in siltation, deposition or erosion which may modify the channel of a river ^ ^ a or stream or the bed of the ocean or any bay, inlet or lake? •Jttti E 1, I~~1y ~ . L~cl 1 YES MAYBE NO g. Exposure of people or property to geologic hazards such as earthquakes, landslides, mud slides, ground failure, or similar hazards? ^ ^ ~~ 2. Air. Will the proposal result in: a. Substantial air emission or deterioration of ambient air quality? ©' ^ ^ b. The creation of objectionable odors? ^ ^ c. Alteration of air movement, moisture, or temperatures, or any change ^ ^ in climate, either locally or regionally? 3. Water. Will the proposal result in: a. Changes in currents, or the course of direction of water movements, in either marine or fresh water? ^ ^ b. Changes in absorption rates, drainage patterns, or the rate and amount of surface runoff? ^ ^ c. Alterations to the course or flow of flood waters? ^ ^ d. Change in the amount of surface water in any water body? ^ ^ e. Dischazge into surface waters, or in any alteration of surface water quality, including but not limited to temperature, dissolved oxygen or. turbidity? ^ ^ f. Alteration of the direction or rate of flow of ground waters? ^ ^ ~~ g. Change in the quantity of ground waters, either through direct additions or withdrawals, or through interception of an aquifer by cuts or excavations? ^ ^ h. Substantial reduction in the amount of water otherwise available for public water su lies? ^ ? pp ^ ~ i. Exposure of people or property to water related hazards such as flocdmg o: tidal waves? ^ L^ ~^ 4 Plant Life. Will the proposal result in a. Change in the diversity of species, or number of any species of plants (including trees, shmbs, grass, crops, and aquatic plants)? ^ ^ a b. Reduction of the numbers of any unique, rare or endangered species of plants? ^ ^ 2 YES MAYBE NO c_ Introduction of new species of plants into an area, or in a barrier to the ^ ^ normal replenishment of existing species? d. Reduction in acreage of anv agricultural crop? ^ ^ 5. Animal Life. ~ ill the proposal result in: a. Change in the diversity of species, or numbers of any species of animals (birds, land animals including reptiles, fish and shellfish, benthic organisms or insects)? ^ ^ b. Reduction of the numbers of any unique, raze or endangered species of ^ ^ animals? c. Introduction of new species of animals into an area, or result in a bamer to the migration or movement of animals? d. Deterioration to existing fish or wildlife habitat? ^ ^ ^ 6. Noise. Will the proposal result in: a. Increases in existing noise levels? © ^ ^ - b. Exposure of people to severe noise levels? ^ ^ /. Light and Glare. Will the proposal produce new light or glare? ^ ^ 8. Land Use. Will the proposal result in a substantial alteration of the present or planned land use of an azea? ^ ^~~. 9. Natural Resources. Will the proposal result in: a. Increase in the rate or use of any natural resources? ^ ^ b. Substantial depletion of anv ncrrenewable natural resource? ^ ^ ^ 10. Fisk of Uuset. Will the propose irvchre. a. A risk of an explosion or the release of hazzrdous substances (including, but not limited to, oil, pesticides, chemicals or radiation) in ^ ^ ^ the event of an accident or upset conditions? b. Possible interference with an emergency response plan or an emergency ^ ^ evacuation plan? 3 1 I. Population. Will the proposal alter the location distribution densit o YES MAYBE NO , , y, r growt}t rate of the human population of an area? 12. Housin~_ ~~511 the proposal affect existing housing, or create a demand for additional housing? ~ ^ 13. Transportation/Circulation Will the proposal result in a. Generation of substantial additional vehicular movement? b. Effects on existing parking facilities, or demand for new parking? c. Substantial impact upon existing transportation systems? .~ d. Alterations to present patterns of circulation or movement of people and/or goods? ~ ~ ~/ e. Alterations to waterborne, rail or air traffic? f Increase in traffic hazards to motor vehicles, bicyclists or pedestrians? 14. Public Services Will the proposal have an effect upon, or result in a need for new or altered governmental services in any of the following areas: a. Fire protection? ~ ^ ®~ b. Police protection? ~ ~ a c. Schools? d. Pazks or other recreational facilities? e. Maintenance of public facilities, including roads? f. Other governmental services? 15. Enerv_y, ~ 511 the proposal resclt in: a. Use of substantial amounts of fuel or energy? ~ ~ ~~ b. Substantial increase in demand upon existing sources of energy, or require the development of new sources of energy? 4 16. Utilities. ~~II the proposal result in a need for new systems, or substantial alterations to the following utilities: a. Power or natural gas? b. Communications systems? c. Water? d. Sewer or septic tanks? e. Stotm water drainage? f. Solid waste and disposal? 17. Human Health. Will the proposal result in: a. Creation of any health hazard or potential health hazard (excluding mental health)? b. Exposure of people to potential health hazards? YES MAYBE NO ^ ^ ® ( ~ t-~~ ^ ^ >~ ^ ^ ^ ®®' ^ ^ LV 18. Solid Waste. Will the proposal create additional solid waste requiring ~ ^ disposal by the City? ~. Aesthetics. Will the proposal result in the obstruction of any scenic vista or view open to the public, or will the proposal result in the creation of an ^ ^ aesthetically offensive site open to public view? 20. Recreation. Will the proposal result in an impact upon the quality or quantity of existing recreational opportunities? 21. Cultural Resources. Will the proposal result in: a. The alteration of or the destruction of a prehistoric or historic zrchaeological site? b. Adverse physical or aesthetic effects to a prehisioric or astoric building, structure, or ob~eci? c. 'the potential to cause a physical change which would affect unique ethnic cultural values? d. Will the proposal restrict existing religious or sacred uses within the potential impact area? ~f L ^ ~; U ^ ^ a S YES IVIAYE3E NO 2^. Mandatory Findines of Si~nificancc a. Does the project have the potential to degrade the quality of the environment substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self sustaining levels, threaten to eliminate a plant or animal community, reduce the number or restrict the range of a rare or endangered plant or animal or eliminate important examples of the major periods of California history ^ ^ or prehistory? b. Does the project have the potential to achieve short-term, to the disadvantage of long-term, environmental goals? (A short-term impact on the environment is one which occurs in a relatively brief, definitive period of time while long-term impacts will endure well into the ^ ^ future). c. Does the project have impacts which are individually limited, but cumulatively considerable? (A project may impact on two or more separate resources where the impact on each resource is relatively small, but where the effect of the total of those impacts on the environment is significant.) d. Does the project have environmental effects which will cause substantial adverse effects on human beings, either directly or indirectly? )~. DISCUSSION OF ENVIRONMENTAL EVALUATION ^ ^ a SEE ATTACHMENT A I~'. DETEI2TIINATION - On the basis of this initial evaluation: I find that the proposed project COULD NOT have a significant effect qn ^ the environment, and a NEGATIVE DECLARATION will be prepared. I find that although the proposed project could have a significant effect on the environment, there will not be a significant effect in this case because the mitigation measures described in Attachment A attached hereto have ^ been added to the project. A NEGATIVE DECLARATION WII,L BE PREPARED. I find the proposed project MAY have a significant effect on the ^ environment, and an ENVIIZONMENTAL IIMPACT REPORT is required. Date Signature Name (Print) ~~y-(-{~ 1Sl I ~~-~~7t-4 (h~~Glr~C~r~~ Title ~~11h1t-( it; /7`r J/t l,'~Zi...~l)~C7~T,J/I~CC~~'~ -WRSTVD.PMS ~1w PART III - DZSCIISSION OF ENVIRONMENTAL EVALIIATION INITIAL STUDY RESPONSES FOR DISPOSITION AND DEVELOPMENT AGREEMENT HY AND AMONG THE TIISTIN COMMUNITY REDEVELOPMENT AGENCY, THE CITY OF TIISTIN CATELLUS DEVELOPMENT CORPORSATION AND MICRO ELECTRONICS, INC. BACRGROIIND The purpose of this initial study is to determine if EIR 90-1, which was previously certified on December 17, 1990 for the Pacific Center East Specific Plan, adequately addresses any potential impacts of the proposed project and, therefore, can serve as a Program EIR for this project. EIR 90-1 identified several impact categories where a Statement of Overriding Consideration was adopted by the City for the entire PCESP area. For the purposes of this initial study check list, these items have been checked "Yes". Mitigation measures identified in the EIR to minimize the impacts that would be applicable to this project have been identified. EIR 90-1 also identified several impact categories where impacts could be lessened to a level of insignificance with the imposition of mitigation measures. For the purposes of this initial study check list, these items have been checked "NO" and the mitigation measures identified in the EIR that would be applicable to this project have been identified. Potential impact categories in EIR 90-1 not identified to have a potential impact have been check "No" and were reviewed to ensure that no new impacts would be created by the project. Since no new development is proposed at this time in conjunction with the Planning Area 6 Concept Plan, and only rehabilitation of an already developed site is proposed, no new impacts which were not addressed in the EIR have been identified. The project is the Disposition and Development Agreement (DDA) by ar_d among the Tustin Community Redevelopment Agency, the City of Tustin, Cateilus Development Corporation and Micro Electronics, Trc. The property which is the subject of this DDA is in Planning Area 6, of the Pacific Center East Specific Plan (PCESP). The project area for, the Planning Area 6 Concept Plan is approximately 9.5 acres in size and can be described as the area south of Edinger Avenue, west of Del Amo Avenue and east of the future alignment of Newport Avenue as generally identified in Exhibit 5 of the PCESP. These properties are located within the Planned Community (PC) Zoning District and designated Regional Center by the PCESP Land Use Plan. Part III - Initial Study Responses '-- DR 93-020, VAR 93-004, CUP 93-027 Page 2 The project site subject to the DDA is approximately 4 acres in size and is located on the southwest corner of Edinger and Del Amo Avenues at 1100 Edinger Avenue in the Planned Community (PC) Zoning District and designated Regional Center by the PCESP Land Use Plan. 1. EARTH Items A though G - "No": Planning Area 6 is primarily flat. The Planning Area includes both vacant properties and developed properties, including the site proposed for rehabilitation. No new development is proposed at this time in consideration of the Planning Area 6 Plan. The site is relatively flat and currently developed with a 45,600 square foot retail building and parking facilities which has been vacated. Replacement of the parking lot, addition of landscape planters and driveways will be required to prepare the site to accommodate the proposed use. EIR 90-1 identified impacts to the entire Specific Plan area related to the necessary grading activity that would occur in order to accommodate the various types of development and the resultant change to existing landform and topography of the - area. Consequently, mitigation measures were identified in EIR 90-1 and are recommended for implementation that would reduce the potential impacts to a level of insignificance. Sources: Field Verification Submitted Plans Tustin City Code Community Development Department, Building Division Certified EIR 90-1 Pacific Center East Specific Plan A. Planning Area 6 Mitigation/Monitoring Required: Mitigation measures which are applicable to the Planning Area 6 Concept Plan and have been incorporated into the project as conditions of approval include: 1. A sails an3 geotechr.ical report and grading p).ans wo:ild be required for any necv development within the Planning Area to determine that all grading activities within the Planning Area incorporate applicable mitigation measures identified in Section 3.2 of the EIR, as reviewed and approved by the Community Development Department. 2. Development of vacant parcels shall submit a pesticides/toxicity report which identifies any potential pesticide "hot spots" and recommends Part III - Initial Study Responses DR 93-020, VAR 93-004, CUP 93-027 Page 3 procedures for necessary soil mixing or removal. 3. In the event archeological remains are uncovered, work in the affected area shall be suspended. In such an event, a recognized specialist shall be contacted to survey the area. All actions taken under this measure shall be in accordance with Appendix K of the State CEQA Guidelines. B. Site Rehabilitation Mitigation/Monitoring Reouired: Mitigation measures which are applicable to the Site Rehabilitation and have been incorporated into the project as conditions of approval include: 1. All foundations shall include reinforcement as reviewed and approved by the Community Development Department. 2. All pavement "R" values shall be reviewed and approved by the Community Development Department in accordance with applicable City standards. 3. All structures shall be developed in accordance with the seismic design provisions of the Uniform Building Code and reviewed and approved by the Community Development Department for conformity during plan check. 2. AIR Item A - "Yes": Although no new development is proposed at this time, the Planning Area 6 Concept Plan proposes approximately 75,000 square feet of retail space and a minimum 250 room hotel, consistent with the approved Land Use Plan for the PCESP. The rehabilitation site is presently developed with a 45,600 square foot retail building, which is a part of the 75,000 square feet of retail space proposed for Planning ?sea 6. No new square footage ~•~oiad be added with the rehabilitation. EIR So-1 determined that regional ambient air quality conditions, combined with regional cumulative traffic, contributes to the exceedance of daily state and Federal standards for several air pollutants. A Statement of Overriding Considerations was adopted to address necessary compromises for the overall benefit of the Specific Plan area and region. Consequently, mitigation measures were identified in EIR 90-1 to minimize these impacts and are recommended for implementation. Part III - Initial Study Responses DR 93-020, VAR 93-004, CUP 93-027 Page 4 Items B and C - "No"• EIR 90-1 did not identify any potential impacts related the creation of objectional odors or alteration of air movement, moisture, temperature or climate for the Specific Plan area. As noted in the Background Section above, no additional impacts have been identified. Sources: Field Verification Submitted Plans Tustin City Code Certified EIR 90-1 Pacific Center East Specific Plan A. Planning area ~ M;~;__~.__,..____. Mitigation measures which are applicable to the Planning Area 6 Concept Plan and have been incorporated into the project as conditions of approval include: 1. Any future new development shall comply with all South Coast Air Quality Management District rules and regulations. B. Site Rehabilitation Mitigation/Monitoring Required Mitigation measures which are applicable to the Site Rehabilitation and have been incorporated into the project as conditions of approval include: 1. The project shall comply with all City policies regarding short term construction related emissions, including periodic watering of the site and prohibiting grading during second stage smog alerts and when wind velocities exceed 15 miles per hour. 2. The applicant shall consult with utility companies to incorporate energy conservation measures which will reduce stationary sources emissions. 3. The project proponent shall comply with all South Coast Air Quality Management District rules and regulations related to the proposed usa and rehabilitation of the site. z WATER Items A through I - "NO"• The PCESP identified a Storm Drain Concept Plan to address the drainage requirements of the entire Specific Plan area. The proposed Planning Area 6 Plan is consistent with that concept plan. Since no new development is proposed, no new drainage facilities would be required at this time. Part III - Initial Study Responses DR 93-020, VAR 93-004, CUP 93-027 Page 5 The site proposes reconstruction and repair of the existing parking facilities which would modify the drainage patterns. However, this would be an improvement over existing conditions. The existing storm drain system for the area is adequate to accommodate the proposed improvements. EIR 90-1 identified impacts to the entire Specific Plan area related to water and drainage. Consequently, mitigation measures were identified in EIR 90-1 and are recommended for implementation that would reduce the potential impacts to a level of insignificance. EIR 90-1 did not identify any potential impacts to the change of course or direction of water courses, water bodies, discharge into water bodies, alter groundwater or water supplies or flooding from the site. As noted in the Background Section above, no additional impacts have been identified. Sources: Field Verification Submitted Plans Tustin City Code Certified EIR 90-1 Pacific Center East Specific Plan A. Planning Area 6 Mitigation/Monitoring Reouired: None Required at this time. B. 4 ----------- - a..~.,+~ riuul~orln xe uired: Mitigation measures which are applicable to the Site Rehabilitation have been incorporated into the project as conditions of approval include: 1. Final grading and drainage of the parking lot shall conform to the drainage concept plan of the PCESP to ensure that project storm runoff does not exceed the capacity of local storm drain systems as reviewed and -approved by the Public works Department. 2. Periodic cleaning (i.e. street sweeping) of paved areas shall be performed to remcve small particles size sediments with absorbed poliu-cants caused by uses of the area. PLANT LIFE Items A through D - "No"• The Planning Area 6 Plan makes provisions for street landscaping concepts consistent with that previously approved in the PCESP. No landscaping would Part III - Initial Study Responses DR 93-020, VAR 93-004, CUP 93-027 Page 6 be installed as part of the Planning Area 6 Plan. The Site Rehabilitation would remove existing plant material and add new plant material consistent with the Planning Area 6 Plan and PCESP Landscape concept plans. Additional landscaping would also be provided within the parking lot and interior of site consistent with the City's Landscape Design Guidelines. EIR 90-1 identified impacts to the entire Specific Plan area related to the reduction of agricultural crops. Agricultural operations within the Specific Plan area occur outside of the area covered by Planning Area 6. Consequently, no mitigation measures would apply to this project. EIR 90-1 did not identify any potential impacts related to the change of diversity of species, reduction of the number of unique or endangered species of plant life, or the introduction of new plant life into the area. As noted above in the Background Section, no new impacts have been identified. Sources: Field Verification Submitted Plans Certified EIR 90-1 Pacific Center East Specific Plan City's Landscape Design Standards A. Planning Area 6 Mitigation/Monitoring Required None required at this time. B. Site Rehabilitation Mitigation/Monitoring Required None Required. 5. ANIMAL LIFE Items A through D - "No" • EIR 90-1 did not identify any potential impacts related to animal life. As noted in the Background Section above, no new impacts have been identified. So~irces: Field Verification Certified EIR 90--1 Pacific Center East Specific Plan A. Planning Area 6 DSitigationiN'onitoring Required None Require3- B. Site Rehabilitation Mitigation/Monitoring Required None Required. NOZSE Item A - "Yes": Ultimate development within Planning Area 6 -- would result in short-term construction noise impacts, and a Part IZI - Initial Study Responses DR 93-020, VAR 93-004, CUP 93-027 Page 7 7 long-term increase in the ambient noise levels in and around the project site. Ambient noise levels on the rehabilitation site would remain the same as the proposed retail use is consistent with the uses that have previously occupied the site. A Statement of overriding Consideration was adopted to address necessary compromises for the overall benefit of the Specific Plan area and the City. Consequently, mitigation measures were identified in EIR 90-1 to minimize these impacts and are recommended for implementation. Item B - "No": EIR 90-1 did not identify any potential impacts related to exposure to severe noise levels in the Specific Plan area. As noted above in the Background Section, no additional impacts have been identified. Sources: Field Verification Submitted Plans Tustin City Code Certified EIR 90-1 Pacific Center East Specific Plan A. Planning Area 6 Mitigation/Monitoring Required: None Required. B. Site Rehabilitation Mitigation/Monitoring Required: Mitigation measures which are applicable to the Site Rehabilitation and have been incorporated into the project as conditions of approval include: 1. The project proponent shall comply with all City policies regarding noise and the City of Tustin Noise Ordinance and the use of properly maintained muffler systems on all construction equipment. LIGHT AND GLARE '!No": The Planning Area 6 Concpet Plan would not include any new site ?.fighting as no new development would occur at this time. ~Phe Site Rehabilitation +.aould replace existing site lighting and improve the site lighting for the site to comply r~ith the City's Security Ordinance for parking lot and site lighting requirements. All site lighting would be designed to ensure that light rays would be confined to the property and not have a negative impact on adjacent properties. EIR 90-1 did not identify any potential impacts related to lighting. As noted in the Background Section above, no additional impacts have been identified. Sources: Field Verification _ Part III - Initial Study Responses DR 93-020, VAR 93-004, CUP 93-027 Page 8 Submitted Plans Tustin City Code Certified EIR 90-1 Pacific Center East A. Planning Area 6 Mitigation/Monitoring Reouired: None Required. B. Site Rehabilitation Mitigation/Monitoring Required: None Required. 8. LAND DSE "No": The Planning Area 6 Concept Plan would refine the ultimate land uses within this portion of the PCESP. The Plan identifies approximately 75,000 square feet of retail space and a minimum 250 room hotel on approximately 9.5 acres which is consistent with the Land Use Plan of the PCESP. The boundaries and acreage of the Planning Area have been adjusted to reflect the latest alignment studies for Newport, Del Amo and Edinger Avenues. The Site Rehabilitation would include the rehabilitation of an existing 45,600 square foot retail building. No new square footage is being proposed. This building has historically been used as a retail store. No change of use is proposed. The use of the building for retail is permitted by right within the Regional Center Land Use Designation of the PCESP. Related to the Site Rehabilitation, a Variance is proposed to: 1) reduce the landscape setbacks along Edinger and Del Amo from 30 feet to approximately 23 feet to accommodate adequate site parking in consideration of the existing and ultimate right-of-way constraints; and 2) increase the maximum height of the a small portion of the building from 35 feet to 45 feet to accommodate two tower elements on the west elevation of the building. Both of these variance requests will still provide overa.il consistency with the PCESP and will result in a cohesive development without creating additional impacts not previcus considered related to land use. Also related to the Site Rehabilitation, a Conditional Use Permit is proposed to establish a Master Sign Pan which deviates form the City's Sign Code with respect to the number and size of business identification signs and the use of a pole sign. The proposed sign plans appear to be appropriate given the size and scale of the proposed improvement and would create a cohesive project, providing appropriate building identification given the surrounding development. The pole sign is proposed to utilize an existing pole structure on an Part III - DR 93-020, Page 9 Initial Study Responses VAR 93-004, CUP 93-027 adjacent site thereby removing an existing nonconforming pole sign. In addition, the existing pole sign on the subject property would be removed in its entirety. EIR 90-1 identified impacts to the entire Specific Plan area related to land use. Consequently, mitigation measures were identified in EIR 90-1 and are recommended for implementation that would reduce the potential impacts to a level of insignificance. Sources: Field Verification Submitted Plans Tustin City Code Certified EIR 90-1 Pacific Center East Specific Plan A. Planninn n.-e~ ~ ,._~___. .__ .. B. Mitigation measures which are applicable to theRPlanning Area 6 Concept Plan and have been incorporated into the project as conditions of approval include: 1.. Any future development plans for structures over 60 feet in height shall be submitted to the Federal Aviation Administration and Airport Land Use Commission for review and comment. Mitigation measures which are applicable to the 1Site Rehabilitation and have been incorporated into the project as conditions of approval include: 1. The Community Development Department shall review each site to ensure that it conforms to the approved development standards and land use concepts in the Specific Plan to assure compatible on-site land use. 2. 'rhe property owner shall dedicate r.eouired street rigi~t-of-way consistent with provisions of the Specific Plan for ultimate street improvements. 9. NATIIRAL RESOURCES Items A and B - "No"• No development is proposed in conjunction with the Planning Area 6 Concept Plan. The site rehabilitation is for an existing retail building. No new floor area is proposed. EIR 90-1 did not identify any potential impacts related to natural resources. As noted above in the Background Section, no additional impacts have been identified. Part III - Initial Study Responses DR 93-020, VAR 93-004, CUP 93-027 Page Io Sources: Field Verification Submitted Plans Certified EIR 90-1 ecific Plan Pacific Center East Sp A. Plannin Area 6 Miti ation Monitorin Re uired: None Required. g, Site Rehabilitation Miti at ion Monitorin Re uired: None Required. 10. RISK OF IIPSET Items A and B - "No": No actual development is proposed in conjunction with the Planning Area 6 Concept Plan. The proposed concept plan is consistent with the Land Use Plan of the PCESP. The ro osedauselist a retailroperationl whichais building. The p p consistent with paotentialwimpactshrelatedlto risk of0upseta not identify any p As noted above in the Background Section, no additions impacts have been identified. Sources: Submitted1Plansion Certified EIR 90-1 Pacific Center East Specific Plan A. Plannin Area 6 Miti ation Monitorin Re uired: None None B. Requ 11. POPIILATION "No"_ No residential development is proposed in conjunction with the Planning Area E Ccrcept Plan which wanl1Sne~nsistent City's population. The proposed concept p_ with the I•and Use Plar. of the PCESP. The si ~~ rosed use aisoa i.s for an existing retaii building. The p p retail operation which is consis*_ent with past uses within the building. No residential units would be created which would increase the City's population. EIR 90-1 did not identify any potential impacts related to population. As noted above in the Background Section, no additional impacts have been identified. Sources: Field Verification Submitted Plans Part ZII - Initial Study Responses DR 93-020, VAR 93-004, CUP 93-027 Page 11 Certified EIR 90-1 Pacific Center East Specific Plan A. Planning Area 6 Mitigation/Monitoring Reouired: None Required. B. 12. HOUSING None "No": No residential development is proposed to be added or removed in conjunction with the Planning Area 6 Concept Plan which would effect the amount of housing in the City. The proposed concept plan is consistent with the Land Use Plan of the PCESP. The site rehabilitation is for an existing retail building. The proposed use is a retail operation which is consistent with past uses within the building. No residential units would be created or removed which would effect the amount of housing in the City. EIR 90-1 identified impacts outside of the Specific Plan area related to the removal of residential units in order to construct the requried Newport Avenue extension and undercrossing. Consequently, mitigation measures were identified in EIR 90-1. However, the Planning Area 6 Plan and the Site Rehabilitation does not require the extension of Newport Avenue, nor the removal of any residential units. Sources: Field Verification Submitted Plans Certified EIR 90-1 Pacific Center East Specific Plan A. Planning Area 6 Mitigation/Monitoring Required: None required at this time. Site Rehabilitation Mitig~tior../Monitoring_Reguired: None Required. 13. TRANSPORTATION/CIRCULATION Items A and C - "Yes": The Planning Area 6 Concept Plan reflects the latest alignment and right-of-way studies for Edinger, Del Amo and Newport Avenues. The capacities and right-of-way requirements are consistent with the PCESP. Since the site was previously developed with a retail use, the site rehabilitation and establishment of a new retail use would not create a significant amount of new vehicular trips. _ Part III - Initial Study Responses DR 93-020, VAR 93-004, CUP 93-027 Page 12 EIR 90-1 determined that the ultimate development of the entire Specific Plan area will generate increased traffic in the vicinity. A Statement of Overriding Consideration was adopted to address necessary compromises for the overall benefit of the Specific Plan area and region. Consequently, mitigation measures were identified in EIR 90-1 to minimize these impacts and are recommended for implementation. Items B, D, E and F - "No": The Planning Area 6 Concpet Plan identifies individual site access to the properties within the Planning Area. These access points are consistent with the PCESP and acceptable to the Public Works Department, Engineering Division. The proposed site rehabilitation would modify existing driveways on Edinger and Del Amo Avenues. One existing driveway on Edinger and two existing driveways on Del Amo would be removed. Parking facilities would be reconstructed to comply with the required amount of parking as established by the PCESP. The site is currently developed with a 45,600 retail building. No new square footage is being proposed. Therefore, the project would comply with the phasing schedule identified in the PCESP and would not be required to construct any ultimate street improvements at this time. Offers of dedication for the required right-of-way and bonds for the ultimate construction of street improvements would be required. EIR 90-1 did not identify any potential impacts related to the creation of new parking facilities, present patterns of circulation, rail traffic, or increase in traffic hazards. As noted in the Background Section above, no additional impacts have been identified. Sources: Field Verification Submitted Plans Tustin City Code Public Works Department, Engineering Division Certified EIR 90-1 Pacific Center East. Specific Plan r A. Planninc Arez 6 Miti~=lion/N,onitorina Reou:.red: None required at this time. B. Site Rehabilitation Mitigation~onitoring Required: Mitigation measures which are applicable to the Site Rehabilitation and have been incorporated into the project as conditions of approval include: 1. The property owner shall dedicate required right- of-way along the Edinger and Del Amo Avenue frontages in accordance with the Specific Plan and Part III - Initial Study Responses DR 93-020, VAR 93-004, CUP 93-027 Page 13 other current alignment studies. 2. The property owner shall provide fair share funding for the upgrades for the existing Edinger/Del Amo Avenues traffic signal. 14. PIIBLIC SERVICES Items A through F - "NO"• Since no actual development is proposed with the Planning Area 6 Concpet Plan, no additional public services would be required at this time. The site rehabilitation would not require any additional public services as this is an existing developed site. No new square footage or change in use is proposed. EIR 90-1 identified impacts to the entire Specific Plan area related to public services, including Fire and Police protection, schools and public facilities, including maintenance of roads. Consequently, mitigation measures identified in EIR 90-1 and are recommended for implementation that would- reduce the potential impacts to a level of insignificance. EIR 90-1 did not identify any potential impacts related to public services such as parks and recreation and other governmental services. As noted above in Background section, no additional impacts have been identified. Sources: Field Verification Submitted Plans City Departments Certified EIR 90-1 Pacific Center East Specific Plan A. Planning Area 6 Mitigation/Monitoring Recuired• None Reoulred. B. Site Rehabilitation i^.itiaation/MCnitorine Raauired: Mitigation measures which are applicable to the Site Rehabilitation and have been incorporated into the project as conditions of approval include: 1. The site rehabilitation shall comply with the City~s Security Ordinance, including provisions for proper lighting, adequate building addressing, sensitive review of landscaping to ensure it does not provide dense cover, and buildings which have passive and/or over surveillance opportunities. Part III - Initial Study Responses DR 93-020, VAR 93-004, CUP 93-027 Page 14 2. The project shall comply with all Orange County Fire Department requirements related to fire flow, installation where requiied of fire hydrants and compliance with all requirements related to construction. 15. ENERGY Items A and B - "No"• Since no actual development is proposed with the Planning Area 6 Concpet Plan, no additional energy needs would be required at this time. The site rehabilitation would not require any significance difference in energy consumption as this is an existing developed site. No new square footage or change in use is proposed. EIR 90-1 identified impacts to the entire Specific Plan area related to energy consumption. Consequently, mitigation measures identified in EIR 90-1 and are recommended for implementation that would reduce the potential impacts to a level of insignificance. Sources: Field Verification Submitted Plans Tustin City Code Certified EIR 90-1 Pacific Center East Specific Plan A. Planning Area 6 Mitigation/Monitoring Reauired None Required. B. Site Rehabilitation Mitigation/Monitoring Reauired Mitigation measures which are applicable to the Site Rehabilitation and have been incorporated into the project as conditions of approval include: 1. The project proponent shall be responsible for construction of any street lighting, undergrounding facilities cr other structures required by the rr^ublic Worl:s Department. 2. The Community Development Department shall review all plans to assure all structures are designed in accordance with Title 24 of the California Administrative Code. 3. The project proponents should consult with Southern California Edison and The Gas Company to incorporate energy conservation measures into the project. Part IZZ - Initial Study Responses DR 93-020, VAR 93-004, CUP 93-027 Page 15 16. IITILITIES Items A through F - "No"~ Since no actual development is proposed with the Planning Area 6 Concpet Plan, no additional need for utilities to service the area would be required at this time. The site rehabilitation proposes to remove overhead utilities which exclusively service the site and replace them with underground service. The existing utilities in the area are adequate to serve the site since no new square footage or change in use is proposed. EIR 90-1 identified impacts to the entire Specific Plan area related to utilities. Consequently, mitigation measures identified in EIR 90-1 and are recommended for implementation that would reduce the potential impacts to a level of insignificance. Sources: Field Verification Submitted Plans Tustin City Code Certified EIR 85-2 East Tustin Specific Plan A. Planning Area 6 Mitigation/Monitoring Required None Required. B. Site -Rehabilitation Mitigation/Monitoring Required Mitigation measures which are applicable to the Site Rehabilitation and have been incorporated into the project as conditions of approval include: 1. Compliance with the mitigation measures identified in Item 15B Mitigation Measures above. 2. Landscaping irrigation systems should be controlled automatically to ensure watering during early morning or evening hours to reduce evaporation LOSSES. Plumbing futures to reduce water usage and loss should be utilized (i.e. low-volume toilet tanks, flow control de~~ices for faucets, etc.) in accordance with Title 24 of the California Administrative Code. 4. Drought tolerant plants should be incorporated into the project design from the plant pallet in the PCESP whenever possible. 5. The on-site water system improvements including 12 Part III - Initial Study Responses DR 93-020, VAR 93-004, CUP 93-027 Page 16 inch mains in Edinger Avenue and fire hydrants, meters, and back-flow prevention devices, if required, shall be installed by each developer at developer's expense and in conformance with plans and specification approved by the City of Tustin Water Service Division. 6. The project shall accommodate access provisions for garbage trucks, locating stationary trash compactors in individual buildings in order to minimize waste hauling demand, and providing and maintaining solid waste storage areas in accordance with City of Tustin requirements. 7. The project shall make provisions for trash enclosures for all purposes as requried by the PCESP (Section 4.7 General Regualtions). 8. Pacific Bell shall review plans to ensure appropriate easements will be provided for any new telephone facilities. 17. HIIMAN HEALTH Items A and B - "No": No actual development is proposed in conjunction with the Planning Area 6 Concept Plan. The proposed concept plan is consistent with the Land Use Plan of the PCESP. The site rehabilitation is for an existing retail building. The proposed use is a retail operation which is consistent with past uses within the building. EIR 90-1 did not identify any potential impacts related to health hazards. As noted above in the Background Section, no additional impacts have been identified. Sources: Field Verification Submitted Plans Tustin City Code Certified. EIP. 9C-1 Pacific Center East Specific Plar. A. Planning Area 6 Mitigation/Mcnitorinq Reauired: None Required. B. Site Rehabilitation Mitigation/Monitoring Reouired• None Required. 18. SOLID WASTE "No": Since no actual development is proposed with the Planning Area 6 Concpet Plan, there would be no creation of Part III - Initial Study Responses DR 93-020, VAR 93-004, CUP 93-027 Page 17 additional solid waste at this time. The site rehabilitation proposes to add trash compactors and trash bin service which presently does not exist on the site in accordance with applicable requirements of the City's trash. hauler. Since this site is an existing retail development, there should not be a significant difference in the amount of solid waste generated. EIR 90-1 identified impacts to the entire Specific Plan area related to solid waste. Consequently, mitigation measures identified in EIR 90-1 and are recommended for implementation that would reduce the potential impacts to a level of insignificance. Sources: Field Verification Submitted Plans Tustin City Code Certified EIR 90-1 Pacific Center East Specific Plan A. Plannina Area 6 Mitiaation/Monitoring Reguired• None Required. B. Mitigation measures which are applicable to the Site Rehabilitation have been previously identified in Item 16B Mitigation Measures above. 19. AESTHETICS "No": Although there is no actual development proposed with the Planning Area 6 Concept Plan, the Area Plan does establish a guide for future development proposals. The proposed Area Plan is consistent with the PCESP and recognizes that the existing building proposed for site rehabilitation would remain to accommodate the proposed retail use. The Site Rehabilitation proposes significant physical improvements to the existing building which would improve the aesthetic value of the site and area, consistent with the Urbar. Design elements of the PCESP. The PCESP requires all development proposal to be considered by the Planning Commission, with final Design Review authority resting with the Redevelopment Agency to ensure compliance with the PCESP requirements and the South/Central Redevelopment Area Plan. EIR 90-1 identified impacts to the entire Specific Plan related to aesthetics. Consequently, mitigation measures were identified in EIR 90-1 and are recommended for implementation Part ZII - Initial Study Responses DR 93-020, VAR 93-004, CUP 93-027 Page 18 that would reduce the potential impacts to a level of insignificance. sources: Field Verification Submitted Plans Tustin City Code Certified EIR 90-1 Pacific Center East Specific Plan A. Planning Area 6 Mitiaation/Monitoring Required None required at this time. B. Site Rehabilitation Mitiaation/Monitoring Required None Required. 20. RECREATION "No": The Planning Area 6 Concept Plan is consistent with the Land Use Plan of the PCESP. No recreation facilities would be provided as this is a commercial development. The site rehabilitation would accommodate a retail operation which is consistent with past uses within the. building and would not create a demand for additional recreational facilities. EIR 90-1 did not identify any potential impacts related to the quality of recreation. As noted above in Background Section, no additional impacts have been identified. Sources: Field Verification Submitted Plans Tustin City Code Certified EIR 90-1 Pacific Center East Specific Plan A. Planning Area 6 Mitiaation/Monitoring Required None Required. Ei. Sita Rehabilitation I4`tia-tio~Ronitoring Reau~ red: ivone Required. - 21. CIILTURAL RESOORCEF, Items A through D - "No"• No actual development is proposed with the Planning Area 6 Concept Plan that would result in grading of vacant property. The site rehabilitation would make improvements to an already developed property. The Planning Area and rehabilitation site is not within an area identified as an archaeological site. EIR 90-1 identified impacts to the entire Specific Plan area Part III - Initial Study Responses DR 93-020, VAR 93-004, CUP 93-027 Page 19 related to possible archaeological finds as a result of development of vacant properties. Consequently, mitigation measures were identified and are recommended for implementation. Sources: Field Verification Submitted Plans Tustin City Code Certified EIR 85-2 East Tustin Specific Plan A. Planning Area 6 Mitigation/Monitoring Reouired• Mitigation measures applicable to the Planning Area 6 Concept Plan have been previously identified in Item lA Mitigation Measures above. B. Site Rehabilitation Mitiaation/Monitoring Reouired• None Required. 22. MANDATORY FINDINGS OF SIGNIFICANCE Items A. B. C and D - "No": The City Council considered the benefits of the specific plan and balanced those benefits against the projects unavoidable effects and chose to adopt a statement of overriding considerations, particularly related to air quality, noise and traffic/circulation. The Planning Area 6 Concept Plan and the Site Rehabilitation in and of itself would not cause negative impacts to wildlife habitat nor achieve any short-term environmental goals, nor have impacts which are potentially individually limited but are cumulatively considerable and could potentially have an indirect adverse impact on human beings. EIR 90-1 addressed all of these concerns and this project is fully within the scope of that discussion. Source: As previously noted Mitlgation/Mcnitori=q_Reauired: As previously noted. __ Part III - Initial Study Responses DR 93-020, VAR 93-004, CUP 93-027 Page 20 PART IV - DETERMINATION INITIAL STIIDY RESPONSES FOR DISPOSITION AND DEVELOPMENT AGREEMENT BY AND AMONG TAE TIISTIN COMMIINITY REDEVELOPMENT AGENCY, TBE CITY OF TIISTIN CATELLIIS DEVELOPMENT CORPORSATION AND MICRO ELECTRONIC6, INC. On the basis of this initial .evaluation: I find that the proposed project HAS utilized all feasible mitigation measures as identified in Final Environmental Impact Report 90-1 certified on December 17, 1990. EIR 90-1 for the Pacific Center East Specific Plan is adequate to serve as the Program EIR for the project as significant impacts were identified and corresponding mitigation measures were recommended to be incorporated into the approval process. Therefore, no additional documentation is required. DATE SIGNATURE DISPOSITION AND DEVELOPMENT AGREEMENT DISPOSITION AND DEVELOPMENT AGREEMENT by and among THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY THE CITY OF TUSTIN CATELLUS DEVELOPMENT CORPORATION, a Delaware Corporation as Property Owner and MICRO ELECTRONICS, INC., a Delaware Corporation as Tenant September 6, 1994 DISPOSITION AND DEVELOPMENT AGREEMENT TABLE OF CONTENTS I. [100] SUBJECT OF AGREEMENT A. [101] Purpose of Agreement B. [102] The Redevelopment Plan C. [ 103 ] The Site D. [104] Parties to the Agreement 1. [105] The Agency/The City 2. [106] The Property Owner . 3. [107] Representations of the Property Owner 4. [108] The Tenant 5. [109] Representations of the Tenant 6. [110] Relationship of Agency to Property Owner and>Tenant . E. [111] Tenant Lease of the Site F. [113] Agency Not a Party to Lease . II. [200] DEVELOPMENT OF THE SITE A. [201] Division of Responsibility Between Property Owner and Tenant . B. [202] Scope of Development C. [203] Site Plan; Landscape Plan; Elevations and Master Sign Program . D. [204] Condition of Approval Agreements E. [205] Cost of Construction F. [206] Agency--No Responsibility for Development of Site G. [207J Construction Schedule . 1 1 1 2 2 2 2 2 4 4 5 5 5 5 5 6 7 7 7 8 8 III. [300] AGENCY FINANCIAL ASSISTANCE TO TENANT 8 A. [301] Purpose of Financial Assistance 8 i IV. B. (302] Maximum Level of Assistance 8 C. [303] Term of Assistance 8 D. [304] Basis for Determining Annual Assistance Payments 9 E. [305] Determination of Threshold Level 9 F. [306] Definition of Excess Sales Tax 10 G. [307] Definition of Annual Assistance Payment Percentage 10 H. [308] Application of Annual Assistance Percentage in Determining Annual Assistance Payment 10 I. [309] Computation of 1993 Present Value of Cumulative Financial Assistance 10 J. [310] Basis for Measuring Sales Tax Receipts by City 11 K. [311] Schedule of Assistance Payments 11 L. [312] No Financial Assistance If Threshold Level Not Met 12 M. [313] Effect of Changes in State Law 12 N. [314] Sales Tax for Computational Purposes only 12 O. [315] Source of Assistance Payments 12 P. [316] Tenant Obligations 13 [40 0] USE OF THE SITE 13 A. [401] Ltses 13 B. [402] Maintenance of *_he Site 14 C. [403] Prohibition Against Change in Tenant or Use 14 D. [404] Remedy for Change in Tenant or Change in Use 15 ii E. [405] Effect and Duration of Covenant in Sections 401 and 402 15 V. [500] INDEMNIFICATION AND INSURANCE 15 A. [501] Indemnification 15 B. [502] Insurance 16 1. (503] Insurance Provided by Property Owner 16 2. [504] Insurance Provided by Tenant 16 VI. [600] NONDISCRIMINATION 17 A. [601] Nondiscrimination--General 17 B. [602] Nondiscrimination--Rental, Sale or Lease 17 C. [603] Effect and Duration of Covenant 19 D. [604] Amendment of Lease 19 VII. [700] GENERAL PROVISIONS 19 A. [701] Local, State and Federal Laws 19 B. [702] Taxes, Assessments, Encumbrances and Liens 19 C. [703] Rights of Access 19 D. [704] Notice of Default to the Terms of the Lease (Attachment 3) 20 E. [705] Effect of Violation of the Terms and Provisi.oris of this Agreement 20 F. [706] Notices, Demands and Communications Between the Parties 20 G. (707] Conflicts of Interest 21 H. [708] Enforced Delay; Extension of Ti mes Performance 22 iii _ I. [709] Nonliability of Officials and Employees of the Agency 22 VIII. [800 ] DEFAULTS AND REMEDIES 22 A. [801] Defaults -- General 22 B. [802] Legal Actions 23 1. [803] Institution of Legal Actions 23 2. [804] Applicable Law 23 3. [805] Acceptance of Service of Process 23 C. [806] Rights and Remedies Are Cumulative 24 D. [807] Inaction Not a Waiver of Default 24 E. [808] Remedies and Rights of Termination 24 1. [809J Damages 24 2. [810] Specific Performance 24 IX. [900] SPECIAL PROVISIONS 25 A. [901] Successors In Interest 25 B. [902] Amendments to this Agreement 25 X. [1000] ENTIRE ~ WAIVERS 25 XI. [1100]- DATE OF THE AGREEMENT BY AGENCY 26 iv ATTACHMENTS Attachment 1 Site Map Attachment 2 Legal Description Attachment 3 Lease Between Tenant and Property Owner Attachment 4 Schedule of Performance Attachment 5 Scope of Development . Attachment 6 Planning Commission and Redevelopment Agency Resolutions Attachment 7 Site Plan, Elevation Plan, Landscape Plan, Sign Plan Attachment 8 Agreement to Conditions Imposed Attachment 9 Agreement to be Recorded >Affecting Real Property Attachment 10 Calculation of Annual Assistance Payment and Present Value v DISPOSITION AND DEVELOPMENT AGREEMENT THIS AGREEMENT is entered into by and among the CITY OF TUSTIN, a municipal corporation ("CITY"), the TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a public body, corporate and politic, to wit, a California community redevelopment agency (the "Agency"), MICRO ELECTRONICS INC., a Delaware Corporation (the "Tenant"), and the CATELLUS DEVELOPMENT CORPORATION, a Delaware Corporation, (the "Property Owner"). The City, the Agency, the Property Owner and the Tenant hereby agree as follows: I. [100] SIIBJECT OF AGREEMENT A. [101] Purpose of Agreement The general purpose of this Agreement is to promote the implementation and realization of the objectives of the Redevelopment Plan (the "Redevelopment Plan") for the South Central Redevelopment Project Area (the "1~roject Area"), such as providing for the rehabilitation of structures and improvements of certain property situated within the Project Area'and the redevelopment of land by private enterprise for uses in accordance with the Redevelopment Plan. That portion of the Project Area to be developed pursuant to this Agreement (the "Site") is depicted on the Site Map, which is attached hereto as Attachment 1 and incorporated herein by reference. This Agreement is entered into for the specific purpose of developing the Site and not for speculation in land holding. Completing the development on the Site pursuant to this Agreement is in the vital and best interest of the City and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements under which the Project has been undertaken. Completing the development on the Site will also eliminate blight in the Project Area, provide additional jobs for the community and substantially improve the economic and physical conditions of the community in accordance with the purposes and goals of the Redevelopment Plan. B. [102] The Redevelopment Plan This Agreement is subject to the provisions of the Redevelopment Plan which was approved and adopted by the City Council of the City of Tustin by Ordinance No. 890 as amended by Ordinance No. 939. Said ordinances and The Redevelopment Plan, as amended, are incorporated herein by reference and made a part hereof. C. [103J The Site The Site is a portion of the property included within the development area commonly known as "Pacific Center East" and designated on the Site Map (Attachment No. 1) and described in the "Legal Description", which is attached hereto as Attachment No. 2 and is incorporated herein by reference. The Site is currently owned by the Property Owner and leased to the Tenant. D. [104] Parties to the Agreement 1. [105J The AcencvJThe City The Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under Chapter 2 of the Community Redevelopment Law of the State. of California. The principal office and mailing address of the Agency (for purposes of this Agreement) is located at 300 Centennial Way, Tustin, CA 92680 "Agency", as used in this Agreement, includes the City of Tustin Community Redevelopment Agency, and any assignee of or successor to its rights, powers and responsibilities. "City", as used in this Agreement, includes the City of Tustin, and any assignee of or successor to its rights, powers and responsibilities. 2. [106J The Prooerty Owner The Property Owner is CATELLUS DEVELOPMENT CORPORATION, a Delaware corporation. The principal office and mailing address of the Property Owner for the purposes of t.`.is Agreement is located at 1065 North PacifiCenter Drive, Suite 200, Anaheim, CA 92806, Attn: Asset Management. 3. [107) Reoresentations of the Frooerty Owner The Property Owner represents and warrants to the Agency that the Property Owner has the experience, qualifications and legal status necessary to perform as Property Owner pursuant to this Agreement. 2 Property Owner represents and warrants to the Agency as follows: a. The Property Owner is duly incorporated and in good standing under the laws of the State of Delaware and~has duly authorized, executed and delivered this Agreement and any and all other agreements and documents required to be executed and delivered by the Property Owner in order to carry out, give effect to, and consummate the transactions contemplated by this Agreement. b. The Property owner does not have any material contingent obligations or any material contractual agreements which could materially adversely affect the ability of the Property owner to carry out its obligations hereunder. c. There are no material pending or, so far as is known to the Property Owner, threatened, legal proceedings to which the Property Owner is or may be made a party or to which any of its property is or may become subject, which has not been fully disclosed in the material submitted to the Agency which could materially adversely affect the ability of the Property Owner to carry out its obligations hereunder. d. There is no action or proceeding pending or, to -the Property Owner's best knowledge, threatened, looking toward the dissolution or liquidation of the Property Owner, and there is no action or proceeding pending or, to the Property Owner's best knowledge, threatened by or against the Property Owner which could affect the validity. and enforceability of the terms of this Agreement, or materially and adversely affect the ability of the Property Owner to carry out its obligations hereunder. e. The Property obligations to be performed at or with the Schedule of Performance, and is not in default hereunder. Owner has performed all of its prior to this date in accordance attached hereto as Attachment 4, Each of the foregoing items a to e, inclusive, shall be deemed to be an ongoing representation and warranty. The Property owner shall promptly advise the Agency in writing if there is any change pertaining to any matters set forth or referenced in the foregoing items a to e, inclusive. All of the terms, covenants and conditions of this Agreement shall be binding upon an3 shall inure to the benefit of the Parties and the permitted successors and assigns of the Parties. Whenever the term "Property Owner" is used herein, such term shall include any other permitted successors and assigns as herein provided. 3 4. [108] The Tenant The Tenant is Micro Electronics, Inc., a Delaware corporatign. The principal office and mailing address of the Tenant for the purposes of this Agreement is 1555 Lane Avenue, Columbus, OH 43221, Attn: Richard Mershad, Vice President. 5. [109J Representations of the Tenant The Tenant represents and warrants to the Agency that the Tenant has the experience, qualifications and legal status necessary to perform as Tenant pursuant to this Agreement. The Tenant represents and warrants to the Agency as follows: a. The Tenant is duly incorporated and in good standing under the laws of the State of Delaware and has duly authorized, executed and delivered this Agreement and any and all other agreements and documents required to be executed and delivered by the Tenant in order to carry out, give effect to, and consummate the transactions contemplated by this Agreement. b. The Tenant does not have any material contingent obligations or any material contractual agreements which could materially adversely affect the ability of the Tenant to carry out its obligations hereunder. c. There are no material pending or, so far as is known to the Tenant, threatened, legal proceedings to which the Tenant is or may be made a party or to which any of its property is or may become subject, which has not been fully disclosed in the material submitted to the Agency which could materially adversely affect the ability of the Tenant to carry out its obligations hereunder. d. There is no action or proceeding pending or, to the Tenant's best knowledge, threatened, looking toward the dissolution or liquidation of the Tenant, and there is no action or proceeding pending or, to the Tenant's best knowledge, threatened by or against the Tenant which could affect the validity and enforceability of the terms of this Agreement, or materially and adversely affect the ability of the Tenant to carry out its obligations hereunder. e. The Tenant has performed all of its obligations to be performed at or prior to this date in accordance with the Schedule of Performance, attached hereto as Attachment 4, and is not in default hereunder. Each of the foregoing items a to e, inclusive, shall be deemed to be an ongoing representation and warranty. The Tenant shall promptly advise the Agency in writing if there is any change pertaining to any matters set forth or referenced in the foregoing items a to e, inclusive.,. 6. [110] Relationship of Agency to Property Owner and Tenant It is hereby acknowledged that the relationship of the Agency to the Property owner and/or Tenant is not that of a partnership nor joint venture and that the Agency shall not be deemed or construed for any purpose to be the agent of the Property Owner or the Tenant. Neither the Property Owner nor the Tenant shall be deemed or construed to be the agent of the Agency. E. [111] Tenant Lease of the Site The Tenant has leased the Site from the Property Owner for a period of fifteen years, with options to renew, pursuant to a Lease Agreement entered into on August 31, 1993 (the "Lease"). A copy of this lease is attached hereto as Attachment No. 3 and is incorporated herein by reference. F. [113] Aaencv Not a Party to Lease Nothing herein nor by any other action of the Agency shall make the Agency a party to the Lease in any manner whatsoever. Agency shall have no obligations under the Lease and shall not be held responsible for any actions taken by the Property Owner and/or the Tenant pursuant to the provisions of the Lease. II. [200] DEVELOPMENT OF THE SITE A. [201] Division of Responsibility Between Property Owner and Tenant Wherever, in this Agreement, the Property Owner and the Tenant are identified as respensible fur complying with the provisions of this Agreement, the specific determination of responsibility between the Property Owner and the Tenant shall be determined by the Lease (Attachment 3). Tenant is performing its own site work under the Lease. The Lease specifically provides for the allocation of certain fees and costs between Tenant and Property Owner, and further provides that any new or other costs, fees, development charges, or assessments imposed on the premises in connection with the development of the Project (other than work by Tenant to the premises) shall be the 5 sole responsibility of the Property Owner. The parties acknowledge that all development work and construction required to be performed by the Tenant under the lease or under this agreement has been completed. Where the Lease does not make the Tenant responsible for the performance of, or the payment of the cost of, any development, maintenance or other work required by this Agreement, then, pursuant to this Agreement, the Property Owner shall be soley responsible for complying with the provisions of this Agreement. Without limiting the generality of the foregoing, Tenant shall have no responsiblity for the performance or cost of any Phase II or Phase III Improvements, as defined herein. S. [202] Scope of Development The Property Owner and the Tenant shall, by the respective times established therefor in the Schedule of Performance (Attachment 4): (i) commence and complete or cause to be commenced and completed all of the "Site Improvements", all as more fully described in the "Scope of Development", which is attached hereto as Attachment No. 5 and is incorporated herein by reference; (ii) complete the development of "Phase I Improvements" (as defined in the Scope of Development [Attachment 5]); (iii) complete the development of "Phase II Improvements" (as defined in the Scope of Development [(Attachment 5J); and (iv) cause the completion of "Phase III Improvements" (as defined in the Scope of Development [Attachment 5]). As of the time established in this Agreement for completion of the Site Improvements, as hereinafter defined in the Scope of Development (Attachment 5), the Property Owner and Tenant shall have: (i) developed and established on the Site the Use as defined in Section 401 of this Agreement and (ii) completed the Site Improvements in conformity with this Agreement, including, but without limitation, the entire Scope of Development (Attachment 5). The Property Owner and Tenant shall construct or cause to be constructed the Site Improvements in compliance with all the zoning, planning and design review requirements of the City of Tustin, the Redevelopment Plan, the Municipal Code of the City of Tustin and the Pacific Center East Specific Plan. All construction undertaken on the Site or a.s part of the Site Improvements shall conform to all conditions and requirements of: 1. Planning Commission Resolution No. 3177 conditionally approving the Planning Area 6 Concept Plan for the Pacific Center East Specific Plan; 2. Planning Commission Resolution No. 3178 approving Variance No. 93-004; 6 3. Planning Commission Resolution No. 3179 approving Conditional Use Permit No. 93-027; 4. Planning Commission Resolution No. 3180 recommending approval of Design Review 93-020; 5. Redevelopment Agency Resolution No. RDA 93-13 approving Design Review 93-020. Planning Commission Resolutions No. 3177, 3178, 3179 and 3180 and Redevelopment Agency Resolution No. 93-020, including conditions of approval, are attached hereto as Attachment 6 and included herein by reference. The parties acknowledge that all Site Improvements required to be performed by the Tenant have been completed. C. [203] As part of their respective actions, the Planning Commission and the Redevelopment Agency approved a site plan, building elevations, a landscape plan and a master sign program. The exhibits used by the Planning Commission and Redevelopment Agency for consideration and approval are attached hereto as Attachment 7 and are incorporated herein by reference as part of the Scope of Development. D. [204] Condition of Aooroval Agreements As a condition of approval for Planning Commission Resolutions No. 3177, 3178, 3179 and 3180 and of Redevelopment Agency Resolution No. RDA 93-13, the Property Owner and the Tenant were required to sign an "Agreement to Conditions Imposed." This agreement is attached hereto as Attachment 8 and is incorporated herein by reference. E. [205] Cost of Construction Ail. costs for planning, designing, developing and constructing all Site Improvements, and all demolition and site preparation costs, as well as ali infras*_ructure costs, shall be borne by the Landlord and, or Tenant, as applicable. The Property Owner and the Tenant shall complete or cause to be completed all of the improvements set forth in the Scope of Development (Attachment 5) to be constructed on the site and all infrastructure improvements required in connection with the City's entitlement process to be provided by the Property Owner and Tenant or otherwise described in the Scope of Development (Attachment 5). The Parties acknowledge that all improvements required to be performed by the Tenant have been completed. F. [206) Agency--No Responsibility for Development of Site The Agency has no responsibility for the development of The Site and nothing herein shall imply, nor be construed, to place any such responsibility on the Agency. G. [207] Construction Schedule After the effective date of this Agreement, the Property Owner shall promptly begin and thereafter diligently prosecute to completion the construction of the remaining Site Improvements and the development of the Site. The Property Owner shall begin and complete all construction and development within the respective times specified therefor in the Schedule of Performance (Attachment 4). In any event, the Property Owner and the Tenant shall complete all construction and development of Site Improvements no later than the respective times provided therefore in the Schedule of Performance (Attachment 4). III. [300] AGENCY FINANCIAL ASSISTANCE TO TENANT A. [301) Purpose of Financial Assistance The purpose of the Financial Assistance is to assist the Property Owner and the Tenant with costs for improvements that are extraordinary to the Site and which make the Project financially infeasible for the private sector, acting alone, unless alleviated by Agency assistance. B. [302] Maximum Level of Assistance The maximum level of assistance to Tenant, paid over the term of this Agreement, shall, when discounted annually at an 8~ discount rate, be a 1993 present value of $638,000. Actual payments may tctai in excess of $638,000, but the 1993 present value of all assistance payments, discounted at 8% annually, shall not exceed $638,000. The method of calculation of the present value shall be as outlined in Section 308. C. [303) Term of Assistance Agency assistance to the Tenant will be limited to the number 8 of years required for Tenant to receive the maximum level of assistance allowed pursuant to Section 302 of this Agreement but, in no event, shall be longer than ten (10) years from the issuance of a~Certificate of Occupancy whether or not Tenant has received the maximum amount of assistance. D. [304] Basis for Determining Annual Assistance Pavments The annual amount of assistance to the Tenant will be based on sales tax generated by the Tenant at the Site in excess of the Threshold Level as defined in Section 305 of this Agreement. Only sales tax allocated to the City of Tustin as the point of sale by the Tenant will be utilized to determine eligibility and amount of assistance. Tenant shall receive annual assistance based on a certain percentage of the sales tax the City receives in excess of a threshold which the City could reasonably expect to receive from an unassisted retail operator in the same building (the "Threshold Level"), as prescribed in this Agreement. The Tenant shall not receive any assistance in any year in which the sales tax attributable to the Tenant's business operations at the Site are less than the Threshold Level. E. [305J Determination of Threshold Level The Threshold Level shall be the sales tax which the City believes it could reasonably be expected to receive from an alternative higher margin, lower volume retailer operating on the site before improvements made by The Tenant. The Threshold Level is based on an assumed first year annual sales tax from taxable sales equal to Two Hundred Twenty-five Dollars ($225) per square foot or Eight Million, Nine Hundred Ten Thousand Dollars ($8,910,000), which adjusts annually based on projected increases in sales for an alternative higher margin, lower volume retailer operating on the site. The basis for these adjustments are shown in Attachment 10. Sales tax to be paid to the City is based on 1~ of the annual taxable sales. The annual sales tax Threshold Levels are as follows: Year 1 $89,200 Year 2 $99,792 Year 3 $107,775 Year 4 $112,086 Year 5 $116,570 Year 6 $121233 Year 7 $126,082 Year 8 $131,125 Year 9 $136,370 Year 10 $141,825 F. [306] Definition of Excess Sales Tax The difference between the total sales tax actually received by the City of Tustin pursuant to Section 304 of this Agreement and the Threshold Level pursuant to Section 305 of this Agreement shall be defined as "Excess Sales Tax". G. [307] Definition of Annual Assistance Payment Percentage The annual assistance payment percentage will be equal to twenty-four percent (24$) of the annual Excess Sales Tax. H. [308] Application of Annual Assistance Percentage Provided that the present value of all payments shall not exceed the maximum level of assistance, as defined in Section 302, the Annual Assistance Payment in any year shall be equal to the Annual Assistance Percentage, as defined in Section 307, multiplied by the Excess Sales Tax received by the City in that year, as defined in Section 306. In no event shall Tenant receive payments with an accumulated present value greater than the maximum level of assistance or for a term longer than that specified in Section 303. I. [309J Computation of Annual Assistance Payment For any year that the Tenant is entitled to receive an Annual Assistance Payment, that payment shall be the lesser of: 1. The Annual Assistance Percentage multiplied by the Excess Sales Tax for that year, or 2. An amount which, when discounted by the Present Value Factor for that year, and added to the accumulated present value of Assistance Payments from all prior years, equals the maximum level of assistance. In any year, this amount is equal to that portion of the maximum level of assistance not yet received during all previous years multiplied by the Future Value Factor, as defined ir. this Section 309. For the purpose of computing the present value of Annual Assistance Payments to determine if the maximum level of Assistance has been paid, each year's Annual Assistance Payment shall be multiplied by the Present Value Factor for that year, as defined in this Section 309, and added to the present value of the Annual Assistance Payments for all prior years. For the specified 8~ discount rate, the Future Value and Present Value Factors for each year which shall be utilized in the l0 computation of the Annual Assistance Payments shall be: YEAR FIITIIRE VALIIE 1 1.080000 2 1.1166400 3 1.259712 4 1.360489 5 1.469328 6 1.586874 7 1.713824 8 1.850930 9 1.999005 10 2.158925 `PRE6ENT VALIIE 0.925926 0.857339 0.793832 0.735030 0.680583 0.630170 0.583490 0.540269 0.500249 0.463193 Attachment 10 presents an illustration of the calculation of the Annual Assistance Payments based on a projection of Micro Center sales provided by the Tenant. The actual sales and resultant Annual Assistance Payments may differ from the projections. J. [310) Basis for Measuring Sales Tax Receipts by Cit Payments to the Tenant shall be based on quarterly sales tax - returns filed with the California State Board of Equalization for all business operations on the Site required pursuant to California Revenue and Taxation Code, Section 6452, (Subject to audit by the State Board of Equalization), and the actual amount of sales tax actually allocated and paid to the City. A copy of each quarterly sales tax return shall be supplied by Tenant to the City. This information, subject to audit by City, the Agency and/or the State Board of Equalization, will be utilized each year by the Agency and the City for the purpose of determining the level of assistance. K. [311] Schedule of Assistance Payments Payment shall be made to the Tenant annually. The first assistance payment will be made within thirty (30) days fallowing the close of the first four full calendar quarters of the Tenant's retail operations on the Site following the issuance of a Certificate of Occupancy for the Proiect. Annual payments, where eligible, shall continue annually until the Ter,art receives the maximum financial assistance pursuant to Section 302. Whether or not the Tenant receives the maximum financial assistance pursuant to Section 302, payments shall not be made beyond the ten (10) year term of this Agreement. 11 L. [312J No Financial Assistance If Threshold Level Not Met Neither the City nor the Agency shall have an obligation to provide any level of financial assistance in any year that the sales tax received by the City does not exceed the Threshold Level. The term of this agreement as defined in Section 303 shall not be extended because of the failure of the Tenant to exceed the Threshold Level in one or more years. M. [313] Effect of Chanaes in State Law In the event that California law governing the payment and/or distribution of retail sales tax is amended in such a manner as to reduce the amount of sales tax apportioned and paid to the City based on point of sale ("Sales Tax Change"), the Tenant shall be entitled to assistance payments only if sales tax revenues apportioned and paid to the City based on point of sales in a payment year meet the applicable Threshold Level in Section 305, above, for the appropriate year in which the payment is due. For the purpose of calculating the Agency's payment to the Tenant, any reduction in sales tax received by the City as a result of Sales Tax Change shall be offset by the amount of any sales, use, value-added or excise tax enacted in the future and paid to the City .to specifically replace or supplement sales. tax loss as a result of a Sales Tax Change ("Replacement Taxes"), to the extent any such Replacement Taxes collected by or received by the City are measured or determined on a point of sale basis, and to the extent that any other sales or use tax distributions to the City may be determined by reference to the amount of sales or use taxes generated by the Use, as defined in Section 401, on the Site. Notwithstanding Replacement Taxes, to the extent that a Sales Tax Change reduces the revenue received by the City to below the Threshold Level or causes the reduction in payments to the Tenant, all assistance payments which have not become due and payable to the Tenant pursuant to the payment formula outlined herein shall no longer be an obligation of the Agency. N. [3141 Sales Tax for Comuutationsl_Purooses Only The reference to sales tax for purposes of computing any annual payment is solely for compu*_ational purposes. Sales tax revenue allocate3 to the City is not herein pledged. O. [315] Source of Assistance Payments The Agency and the City reserve the right to make annual 12 payments by the Agency, as an obligation of the Agency secured solely by and payable from tax increment revenue of the Agency. The City may, at its sole discretion, lend funds for payments to ' the Agency from the General Fund, oY make such payments on .behalf of the Agency from whatever source it deems appropriate. P. [316] Tenant Obligations The Tenant shall inform the Agency, in writing, as to how it will determine point of sale for purposes of ..collection of California Sales Tax and to take such actions as are appropriate to maximize the collection of sales tax in the City of Tustin from the conduct of the Tenant's retail business at all times from and after execution of this Agreement and continuing so long as Tenant operates a business on the subject premises. Tenant further agrees to immediately register with the California State Board of Equalization so that all taxable sales at the Tustin site (retail and catalogue sales) will apply to the full one percent (1$) sales tax to be apportioned to the City of Tustin. Tenant further agrees that its California address shall be established as being in the City of Tustin for purposes of reporting point of sales to the California State Board of Equalization. IV. [400] IISE OF THE SITE A. [401] Use The Tenant owns and operates a national chain of retail computer stores, commonly known as "Micro Center, The Electronic Superstore" (the "Use"). The identity and nature of the Use is of particular concern to the City and the Agency. It is because Tenant is locating the Use on the Site that the Agency has entered into this Agreement with the Property Owner and the Tenant. The Tenant covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Site or any part tkiereof, that Suring construction and thereafter, the Tenant, such successors and such assignees, shall devote the Site to the uses specified in the Redevelopment Plan, the P.greement To Be Recorded Affecting Real Property (Attachment 9), and this Agreement, for the periods of time specified therein. Specifically the Site shall be used for a "Micro Center, The Electronic Superstore" of approximately 45,600 square feet in size. Operation of the Site for the Use by the Tenant shall be required to continue without interruption greater than thirty (30) days, except as allowed under Section 708, hereof, for a period of not less than 13 ten (10) years from the issuance of a Certificate of Occupancy. Additionally, the Tenant, such successors and assignees, shall .comply with all applicable laws regarding their operations and use of the Site. The foregoing covenant shall run with the land. Prior to end of ten (10) years or the term of this Agreement, whichever is longer, neither the Property Owner -nor the Tenant shall change, or cause to be changed, for any reason other than default by one or the other of the parties under the terms of the Lease (Attachment 3), the Use, without the prior written approval of the Agency. Approval to a change of the Use shall be at the sole discretion of the Agency, which shall have no obligation to approve such change. If the Use is changed because of the default of one or the other parties under the terms of the Lease (Attachment 3), the defaulting party, as determined solely by the Agency, shall be subject to the provisions of Section 404. B. [402] Maintenance of the Site The Tenant and/or the Property Owner, as applicable, shall maintain the improvements on the Site and shall keep the Site free from any accumulation of debris and waste materials. The Tenant and/or Property Owner, as applicable, shall maintain the landscaping required to be planted under the Scope of Development (Attachment 5) in a healthy condition. C. [403] Prohibition Against Change in Tenant or Use The qualifications, identity and nature of business of the Tenant and the Use are of particular concern to the City and the Agency. It is because of those qualifications and identity that the Agency has entered into this Agreement with the Property Owner and the Tenant. No voluntary or involuntary successor in interest of the Tenant shall acquire any rights or powers under this Agreement except as expressly set forth herein. Prior to the end of the term of this Agreement, neither the Property Owner nor the Tenant shall assign or transfer all or any part of this Agreement or the Site or any rights hereunder, nor shall the Use be changed, without the prior written approval of the P_gency, if such assignment or trans"er shall have an effect on the Use on the Site. If such an assignment or transfer is proposed or a change of Tenant or Use is proposed which shall rave nc material effect on the Agency or on the projected sales tax revenues to the City, the Agency shall not unreasonably withhold approval of such an assignment, transfer, change of Tenant or change of Use. Whether or not such assignment or transfer shall have an effect on the Use, the Property Owner or the Tenant, as appropriate, shall notify the Agency, in writing, thirty l30) days prior to all such assignments or transfers. 14 _~._ D. [404] Remedv for Change in Tenant or Change in Use In the event, after issuance of a certificate of occupancy, the Tenant, at its option, with or without. approval of the Agency, elect to use the Site for a purpose other than the Use outlined in Section 401 or elect to cease the use of the Site altogether, except in the case of a default by either of the parties under the terms of the Lease (Attachment 3), Tenant shall, upon written demand by the Agency, pay to the Agency a sum equal to the total of all Agency assistance payments, as outlined in this Agreement, made to Tenant from the date of issuance of a certificate of occupancy through the date of the change or cessation of Use, or made through five years after issuance of a certificate of occupancy, whichever occurs first. In the case of a default by either party under the terms of the Lease (Attachment 3) which results in a change of the Use, the defaulting party, as determined soley by the Agency, shall upon written demand by the Agency, pay to the Agency a sum equal to the total of all Agency assistance payments, as outlined in this Agreement, made to Tenant from the date of issuance of a certificate of occupancy through the date of the change or cessation of Use, or made through five years after issuance of a certificate of occupancy, whichever occurs first. Issuance of the Certificate of Occupancy by the City shall not affect the Tenant's or Property Owner's obligations under this Section. E. [405] Effect and Duration of Covenant in Sections 401 and 402 The covenants in Sections 401 and 402 of this Agreement, insofar as they relate to the uses as required by the Redevelopment Plan and maintenance of the improvements on the Site and keeping the Site free of debris and waste material, shall remain in effect until the termination date of the Redevelopment Plan as such Plan may be amended from time to time by proper amendment thereto. V. [500] INDEMNIFICATION A.~D INSURANCE [~. [501] Indemnification The Property Owrer an3 the Tenant, each for their own actions and responsibilities under this Agreement and under the terms of the Lease (Attachment 3), shall defend (at Agency's option), indemnify, and hold harmless each of the Agency and the City, their officers, employees, agents, representatives and volunteers (collectively, the "Indemnified Parties") from and against any and 15 all claims, actions, liability, demands, suits, judgments, awards and/or consequential damages of any kind and nature arising from or related in any manner to (i) the activities of the Property owner and/or the Tenant, (ii) Tenant's occupancy and/or use of the site, (iii) the prior acquisition of the Site by the Property Owner (iv) the disposition of the Site pursuant to the Lease, (v) relocation or removal of the Tenant from the Site (whether effected by the Agency or the Property Owner) or (vi) the breach of this Agreement or the Lease. This indemnity shall not apply to the Agency's breach or default of any of the terms, conditions or covenants of this Agreement. B. [502) Insurance 1. [503) Insurance Provided b Pro ert Owner Property Owner shall maintain insurance insuring the building on the Site against fire and "all risk" coverage (including earthquake/volcanic action, flood and/or surface water insurance) for the full replacement cost of the building, with deductibles not to exceed Fifteen:Thousand Dollars ($15,000) per occurrence. Property owner shall also carry general liability insurance in an amount of not less than Two Million Dollars ($2,000,000) per occurrence. Property Owner shall also maintain all insurance required of it by the Lease (Attachment 3). The City and the Agency shall be named as an additional insured under all policies required under this Section 503. Property Owner shall deliver to Agency certificates of insurance for all insurance required to be maintained pursuant to this Section 503 within seven days after the execution of this Agreement. Property owner shall, at least ten days prior to the expiration of the policy, furnish Agency with certificates of renewal or "binders" thereof. Each certificate shall expressly provide that such policies shall not be cancelable or otherwise subject to modification except after thirty (30) days prior written notice to the parties named additional insured. 2. [504] Insurance Provided by Tenant Tenant shall maintain (i) commercial genera.t liability insurance in an amount of rot less than Two Million Dollars ($2,OOG,000) per occurrence, (ii) comprehensive automobile liability insurance having a combined single limit of not less than Two Million Dollars ($2,000,000) per occurrence and insuring Tenant against liability for claims arising out of ownership, maintenance, or use of any owned, hired or non-owned automobiles, (iii) worker's compensation insurance having limits not less than those required 16 by state statute and federal statute, if applicable, and covering all persons employed by Tenant in the conduct of its operations on the Site, (iv) "All risk" property insurance including boiler and machinery form, if applicable, covering damage to or loss of any of Tenant's personal property, fixtures, equipment and alterations; including data processing equipment and (v) all insurance required of it by the Lease. The City and the Agency shall be named as an additional insured under all policies required under this Section 504. Tenant shall deliver to Agency certificates of insurance for all insurance required to be maintained pursuant to this Section 504 within seven days after the execution of this Agreement. Tenant shall, at least ten days prior to the expiration of the policy, furnish Agency with certificates of renewal or "binders" thereof. Each certificate shall expressly provide that such policies shall not be cancelable or otherwise subject to modification except after thirty (30) days prior written notice to the parties named as additional insured. VI. [600] NONDIBCRIMINATION A. [601] Nondiscrimination--General The Tenant and the Property Owner, jointly and separately, covenant by and for themselves and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, handicap, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall the Tenant and the Property Owner, jointly and separately for themselves or any person claiming under or through them, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site. The foregoing covenants shall run with the land. B. [602J Nondiscrimination--Rental, Sale or Lease The Property Owner and the Tenant, jointly and separately, shall refrain from restricting the rental, sale or lease of the Site on the basis of race, colcr, creed, religion, sex, marital status, handicap, national origin or ancestry of any person. All such deeds, leases or contracts shall substantially contain or be subject to the following nondiscrimination or nonsegregation clauses: 17 1. In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, age, handicap, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." 2. In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, handicap, age, ancestry or national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased." 3. In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, marital status, age; handicap, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use 18 or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises." C. [603] Effect and Duration of Covenant The covenants in Sections 601 and 602 of this Agreement, insofar as it relates to antidiscrimination, shall remain in effect in perpetuity. D. [604] Amendment of Lease The Lease (Attachment 3) is hereby amended by Property Owner and Tenant to include Section 602, Subsection 2, of this Agreement. VII. [700] GENERAL PROVISIONS A. [701] Local. State and Federal Laws The Property Owner and the Tenant shall carry out all construction of the improvements on the Site and all operations on the Site in conformity with all applicable local, state and federal _ laws, including all applicable federal immigration laws and federal and state labor standards, provided, however, the Property Owner and the Tenant and their contractors, successors, assigns, transferees, and lessees are not waiving their rights to contest any such laws, rules or standards. B. [702] Taxes. Assessments. Encumbrances and Liens The Property Owner and/or the Tenant, as determined in the Lease (Attachment 3) shall pay, when due, all real estate taxes and assessments on the Site during the term of the Lease. Nothing herein contained shall be deemed to prohibit the Property Owner and/or the Tenant from contesting the validity or amounts of any tax assessment, encumbrance or lien, nor to limit the remedies available to the them in respect thereto. C. [703] Rights of Access The Agency, for itself and for the City and other public agencies, at their sole risk and expense, reserves the right to enter the Site, at all reasonable times, for the purpose of construction, reconstruction, maintenance, repair or service of any public improvements or public facilities located on the Site. Any such entry shall be made only after reasonable notice to Property 19 Owner and/or Tenant, as appropriate, and Agency shall indemnify and hold Property Owner and Tenant harmless from any costs, claims, damages or liabilities pertaining to any entry. This Section 703 shall not be deemed to diminish any rights the Agency, the City, or any other public agencies may have without reference to this Section 703. D. [704] Notice of Default to the Terms of The Lease (Attachment 31 A copy of any notice given by either party to the Lease (Attachment 3) concerning the default by either party to the terms of the Lease (Attachment 3), relating to the performance of either party's obligations under this Agreement, shall be sent to the Agency pursuant to the provisions of Section 706 of this Agreement. E. [705] Effect of v;~ta+;~~ ~c ~~_ m___ . The Agency is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own rights and>for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. The Agreement and the covenants shall run in favor of the Agency, without regard to whether the Agency has been, remains or is an owner of any land or interest therein in the Site or in the Project Area. The Agency shall have the right, if the Agreement or covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants may be entitled. F. [706] Notices Demands and Communications Between the Parties Written notices; demands and communications between and among the Agency, the Property Owner_ and/or the Tenant skull be sufficiently given if (i) delivered by hand (and a receipt therefor is obtained or is refused to be given), (ii) dispatched by ,registered or certified mail, postage prepaid, return receipt requested, or (iii) delivered by private delivery service land a receipt therefor is cbtained or is refused to be given), to the principal offices of the Agency, the City, the Property Owner and/or the Tenant, as applicable. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by mail as provided in this Section 706. 20 Any written notice, demand received immediately if delivered on the tenth day from the date registered or cert2_fied mail and date of delivery shown in the or communication shall be deemed by hand, shall be deemed received it is postmarked if delivered by shall be deemed received as of the records of the private delivery service if delivered by such private delivery service. Such notices shall be addressed and delivered to: The AQencv: William A. Huston, Executive Director Tustin Community Redevelopment Agency 300 Centennial Way Tustin, CA 92680 The Citv: William A. Huston, City Manager City of Tustin 300 Centennial Way Tustin, CA 92680 Prooerty Owner: Catellus Development Company 1065 North PacifiCenter Drive Suite 200 Anaheim, CA 92806 Attn: Asset Management Tenant: Micro Electronics, Inc. _ 1555 Lane Avenue Columbus, Ohio 43221 Attn: Richard Mershad, Vice President G. [707] Conflicts of Interest No member, official or employee of the Agency shall have any personal interest, direct or indirect, in this Agreement, nor shall any member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. No member, official or employee of the Agency shall be personally liable to the Property Owner and/or the Tenant, or any successor in interest, in the event of any default or breach or the Agency, or for any amount which may become due to the Property Owner and/or the Tenant or successor or or. any obligations under the terms of this Agreement. The Property Owner and the Tenant, each, warrants that it has not paid cr given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. 21 H. [708] Enforced Delav• Extension of Times Performance In addition to ,specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement and the Attachments hereto shall be extended, where delays or defaults are due to: war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; inability to secure permits (if the inability to secure permits is not the fault of the Property Owner and/or Tenant), necessary labor, materials or tools; delays of any contractor, subcontractor or supplier; acts or omissions of the other party; acts or failures to act of the City of Tustin or any other public or governmental agency or entity (other than the acts or failures to act of the Agency which shall not excuse performance by the Agency); or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the mutual agreement of Agency, the Property Owner and/ or the Tenant, as appropriate. I. [709] Nonliability of Officials and Emolovees of the Agency No member, official or employee of the Agency or the City shall be personally liable to the Property Owner and/or the Tenant, or any successor in interest, in the event of any default or breach by the Agency (or the City) or for any amount which may become due to the Tenant or its successors, or on any obligations under the terms of this Agreement. ~ZZI. [800] LEFAUimfi AND REMEDIES A. [8U1] Defaults -- General Subject to the extensions of time set forth in Section 708, failure or delay by any party to perform any term or provision of this Agreement constitutes a default under this Agreement. The party who so fails or delays must immediately commence to cure, correct, or remedy such failure or delay, and shall complete such cure, correction or remedy with diligence. 22 The injured party shall give written notice of default to the party in default, as well as other persons or entities entitled to notice hereunder, specifying the default complained of by the injured party.. Except as required to protect against further damages, the injured party may not institute proceedings against the party in default until thirty (30) days after giving such notice or, provided that the party is proceeding with diligence to cure, such greater time as may be necessary to cure given the nature of the default. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. B. [802] Leaal Actions 1. [803] Institution of Leaal Actions In addition to any other rights or remedies and subject to the restrictions in Section 801, any party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Orange, State of California, in an appropriate municipal court in that county, or in the Federal District Court in the Central District of California. 2. [804] Applicable Law The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 3. [805] Acceptance of Service of Process In the event that any legal action is .commenced by the Property Owner and/or the Tenant against the Agency, service of process on the Agency shall be made by personal service upon the Executive Director or in such other manner as may be provided by law. In the event that any legal action is commenced by the Agency against the Property Owner and/or the Tenant, service cf process on the Property Owner and/or the Tenant shall be made by personal service upon the-local representative charged with acting or, behalf of the Prcperty owner and/or Tenant and shall be valid whe*_her made within or without the State of California or in such other manner as may be provided by law. 23 C. [806) Rights and Remedies Are Cumulative Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by any party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by any other party. D. [807) Inaction Not a Waiver of Default Any failures or delays by any party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive any such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. E. [808] Remedies and Rights of Termination 1. [809] Damages If any party defaults with regard to any of the provisions of this Agreement, the non-defaulting party(ies) shall serve written notice of such default upon the defaulting party. If the default is not cured or commenced to be cured by the defaulting party within thirty (30) days after service of the notice of default (or within such other period as is set forth herein), the defaulting party shall be liable to the other party(ies) for any damages caused by such default. 2. [810] Specific Performance If any party defaults under any of the provisions of this Agreement, the non-defaulting party(ies) shall serve written notice of such default upon the defaulting party. If the default is not cured by the defaulting party within thirty (30) days of service of the notice cf default, or such other time limit as inay be set forth herein with respect to such default, the non-defaulting party(i.es) at its option may thereafter (bat not before) commence an action fer specific performance of terms of this Agreement. 24 IX. [900] SPECIAL PROVISIONS A: [901] Successors In Interest. The terms, covenants, conditions and restrictions of this Agreement shall extend to and shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties. Except as expressely provided in Section 403 of this Agreement, this Agreement shall in no way restrict the ability of the Property Owner to sell, transfer or assign any of its interest in the Site, including any form of conveyance for financing purposes, provided such sale, transfer or assignment has no effect on the Use. The Property Owner shall notify the Agency of any and all such sales, transfers or assignments within thirty (30) days prior to any sale, transfer or assignment. B. [902] Amendments to this Agreement The Property Owner, the Tenant and the Agency agree to mutually consider reasonable requests for amendments to this Agreement which may be made by lenders, or Agency's counsel or financial consultants, provided said requests are consistent with this Agreement and would not substantially alter the basic business terms included herein. X. [1000] ENTIRE AGREEMENT, WAIVERS This Agreement may be signed in counter-parts, and is executed in four (4) duplicate originals, each of which is deemed to be an original. This Agreement includes pages 1 through 26 and Attachments 1 through 10, which constitutes the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement must be in writing by the appropriate authorities of the Agency, the Participant, and all amendments hereto mus*_ be. in writing by the appropriate authorities of the Agency, the Participant. In any circumstance where, under this Agreement, either party is required to approve or disapprove any matter, approval shall not be unreasonably withheld. 25 XI. [1100] DATE OF THE AGREEMENT BY AGENCY The effective date of this Agreement shall be the date when it shall have been signed by the Agency. IN WITNESS WHEREOF, the Agency, the City, the Property Owner and the Tenant have signed this Agreement on the respective dates set forth below. (Signatures on Next Page) 26 CITY OF TUSTIN: BY:` Thomas R. Saltarelli Mayor DATE: APPROVED AS TO FORM: BY: Lois Jeffrey City Attorney ATTESTED: Mary Wynn City Clerk TUSTIN COMMUNITY REDEVELOPMENT AGENCY: BY: Thomas R. Saltarelli Chairman DATE: APPROVED AS TO FORM: BY: Lois Jeffrey Agency Counsel ATTESTED: Mary Wynn Secretary CATELLIIS DEVELOPMENT CORPORATION: BY: DATE: ITS: MICRO ELECTRONICS INC.: gy; DATE: ITS: RZIMMER\MICDDA.TXT 27 ATTACHIV~NT 1 SITE MAP i ~. j . '. ~i .~ 1 r ~\ tr r •t `\\ ~.: ~~.. NO SCALE ATTACHNiE~T SITE NEAP " ~I-ZOb ~- ~w 1` 1 ~~~o~ ly ~ `~+~ IQ 1: V O ~~ ~ M 1~ O O _ °x r ry 1 ti O 01 1 133d1S -- Ip-zcb a-ru-or-.e• rir ..... ... a.~u b ~ V w ~ 1/b~) _ N ti Qi o ~ y. a vi• /%.N.Var NOI I/~M/: ~ ay37/~//O.~ .. O W U 1~) ? p N Q ~ U O i~ o O ~ `^ Y l O J ~ ~ b W ~ ~ O X N H 4 ~ ~ O ~ ~ Oa ~ ~i .i e `~ m° ~_ ~ w ^ ~ ~ ~ Z _ Z O ' -• - ~ ~ a 3 o _ C ~L N •rr Lr M b W '-1 CJ b • p ~ 0 7 H Zf ~ O O O ~ O N ~ ~ 4 1'n O ~ E. (,-J W ¢ N r 1- O ~ ~ i ¢ ~ p H - ~ .rr ~ w ~ ~ ~ O ` N U 4 Q O ~ b Ol \ v ~ IA O ry .. -. _ _ __ c a ~ _ ____ ___ N ~ ~ 1 0 ° b 0 . ~ .rr • !c is[ ~ ~ ~ . \ ~ .o y. . t . . \ ` \ I I \ 1 I I y a w 1 I a ~ ~ ~. v O ~~ 1 ~ ~ J h~ I I e ' C ~ V h ry ~ 1 0 Z V ` g a _ Q ..~,~r i .r. .~r 4 1 y V L Q N Q V ~; ~ j °,O o m 3 a ~ ATTACHI~~NT 2 LEGAL DESCRIPTION ATTACHPIENT 2 LEGAL DESCRIPTION Parcel 1: That portion of Lot 65 in Block 10 of Irvine's Subdivision, in the Ciry of Tustin, County of Orange, State of California, as per map filed in Book 1, Page 88 of Miscellaneous Maps, in the Office of the County Recorder of said county, described as follows: Beginning at the intersection of a line parallel with and distant Northwesterly 770.40 feet, measured at right angles, from the Southeasterly line of said Lot 65, with the Southwesterly line of Edinger Avenue (80.00 feet wide) described as that certain 4.7904-acre parcel in deed to County of Orange recorded in Book 5406, Page 473 of Official Records of said County; thence South 39° 48' 47" West 10.00 feet along said parallel line to a point in aline parallel with and distant Southwesterly 10.00 feet, measured. at right angles, from said Southwesterly line of Edinger Avenue said point being the true--point of beginning; thence South 50° 10' S0" East (basis of bearings as per .record of survey filed in Book 34, Page 17, Records of said County) along said parallel line 314.40 feet; thence South 05° 11' 02" East 28.29 feet to a point in a line parallel with and distant Northwesterly 436.00 feet, measured at right angles from said Southeasterly line of said Lot 65; thence South 39° 48' 47" West along said parallel line 500.00 feet to a point in a line parallel with and distant Southwesterly 530.00 feet measured at right angles, from said Southwesterly line of Edinger Avenue; thence North 50° 10' S0" West along last said parallel line 330.40 feet; thence North 35° 14' 21" East 50.16 feet to a point in first said parallel line; thence North 39° 48' 47" East along first said parallel line 470.00 feet to the true point of beginning. Except all oil, gas, and other hydrocarbon and mineral substances lying not less. than 100 feet below the surface of said land, provided that grantor, its successors and assigns, shall not-have the right to go upon the surface of said land for the purpose of extracting said oil, gas, or other hydrocarbon and mineral substances, nor for any purpose in connection therewith, but shall have the right rc extract and remove said oil, gas, and other hydrocarbon and mine: al substances by means of slant-drilled wells iocatecl on adj?ceat or nearby ianri. or by an>> other means which shall net require entry upon the surface of said land, as reserved by Santa to Lznd Improvement Company, in Deeds of Record. ATTACL~MENT 3 LEASE BETWEEN MICRO ELECTRONICS, INC. dba MICRO CENTER AND CATELLUS DEVELOPMENT CORPORATION FOR 1100 EAST EDINGER AVENUE TUSTIN, CA ATTACHMENT 3 LEASE BETWE>;N )`fICRO ELECTRONICS, INC dba MICRO CENTER AND GTELLUS DEVELOPMENT CORP. FOR 1100 EDIIVGER AVENUE TUSTIN,CA - CONTRACT No. SINGLE TENANT INDUSTRIAL LEASE CTS (~_ O F11aYitti Datc: ~ ~ 9 3 (, (I'hc dart su forth Landlord's stgnanue.) BASIC !FATE t`iFOIUtAT70N Landlord: CATELLUS DEVELOPMENT CORPORATION, a Delaware corporation _ Landlord's Address For Notice: 1065 N. PaciSCwtu Drive, Suitt 200 Anahciat CA 92806 Arta: Asses Managunent Tdcphonc: (714) 630-8100 Fac (714)237-7416 Landlord's Address For Pa~meni of Rent: File 1153691 L.os Angeles. CA 90074-3694 Tenant: 'MICRO ELECTRONICS. INC., a Delaware corporation Tenant's Address For Notice: 1555 Lane Avcrtue Columbus. OH 43221 Atta Richard Mcrshad. Vice Presidrnt , Telephone: 6I4r181-8041 - Fas 614-481-4439 :roles[: Padfic Ceatu Tttstia bounded az show[[ on Exhibit I Building: As shown in E~lubit A. - Building Address: Strecc 1100 Edinger Avenue Cih• and State: Tustin. CA Lot; Thetas parcel on which Utc Building is located. Tom; 15 Lease Years, plus thra options of 5 years each. Esutnated Commcncemcnt Date: Nmeatber 1, 1993 Base Rent: Base Rent unsiezs of "Unimproved Rent" and ";mprovcmert Revt." Lease Years Mnual 11r6motm•ed Amiuzl Irr~rovement .4ti,ua: Tutal Rent Rent Rent I-3 5132.550.00 SI40.184.00 S232.7a1.00 4-5 5233.ti40.N 5110.181.OG 5373.821.00 6-]0 5273.210.OU 5140.184.00 5413 424.00 11-1i 5312.810.110 5140.181.00 5153.024.00 (i) L. RFaL EST.A9CROCE\-.Tl:SI'~ CA,LS7I=ST~3IXJC 5:G 93 ik+fi oe .]9311:53 M1 Option Years 16-20 5396.000.00 0- 5396.000.00 21-25 5485.100.00 0 5385.000.00 26-30 G reater oCS534,500.00 0 Grwtcr of 5533,500.00 or Market Rcnt or Market Rent 'a}able In Monthly Installments az Follows: - Lease Years Unimproved Rent Improvement Rent Total Rent 1-3 SIL,880.00 511,682.00 523.562.00 3-5 519,470.00 511-682.00 531,152.00 6-10 522,770.00 511.682.00 534,452.00 11-IS S~CiD~f10iA0- 511,682.00 537,752.00 - sZV,cr-o:pa Option Years - 16-20 533.000.00 0 533.000.00 21-25 540.325.00 0 530,325.00 26-30 Greater of 535.375.00 0 Greater of 535.375.00 or Mantel Rent or ~tarkct Rcnt ?tmided that there shall be no Unimprmed Rent in raperx of the month in which the Commencment Date occurs, such :hat the Annual Unimproved Rent for the fim Leax Year Mill actually be 11/12th the amount xt forth above, and. the Total Rcpt for the first Lease Year will be adjusted accordingly. Rest Commencement Datc: One calendar month after the Commcncemcnt Date d~ibed in Section 2.1.2. Security Deposit: NONE Broker. Epstecn & Associates Lease Year. Shall refer to each three hundred sixty-five (365) da. period during the Term commencing on the Commencement Datc and on each anni~•ersary thereof. Paridng Spaces: Per attached Site Ptan Consuuction Allowance: 51.120.000.00 Pamined Usa: Conducting a store for selling and xrvicing oC computer. computer sofmarc. rnmputer publintioas. micro-etenronia baxd products. home and office computer futniturc and supplies. and acarsories related thereto, together with training and education programs related thereoo. tnduding but not limited to the sale at retail or wholesale or by latalogue of computers, sofrnarc. ~ocessories. booths. pa;.cr, ~:dw diso!av terminals, disks and diskertes. disk dri~•cs. R.eyboards, uJaJatcrs, peripherals, compae d_kc and disk plaers. CD N.OI/. accessories. morlctza. Dome end office equ:prcrt and supplies, and rciated items. anh the repair and xniant of such Hems. and no other uses shall be perrrined_ e~c:pt az prodded uy Section I'.l Gq L -.Er~ EST ~DC'ROCE`+~TLSN CA`15T1;S7T5 DOC S:69i DrJ~ 08 _t9i 1155.11 ~'}~ITS A - Building/L,o[ - Premises B - Work Lcncr C . - Commenccmcn[ Datc Memorandum D - Insuran« Ccrtificatc E - Prohibited User F - Rules and Regulations G - Site Plan H - Non~isturban« Agreement I - Tcnan['s Signs - Project Botmdaries The Basic Lease Intonnacion set forth above and the ES:hibits attached hereto arc incorporated into and made a part of the following Lease. Each referen« in this Lease to any of the Basic Lease Information shall mean the respective information abme and shall be consvued to incorporate alI of the terms prrnided under the panicvlar Lease paragraph pertaining to such information. In the event of any conflict bcn+ecn the Bas Information and the provisions of the Rase- the latter shall convol. LANDLORD ~ AND TENANT' (~~ AGREE. uuual wual (iii) L'REAL EST.\9CROCES~Tl:STN CA`iS7tiST3DOC Y.469i DraA 06^]931L%A~1 Table of Conlcnls. Paee 1. PREMISES ...................... .... 1.1 Premises ........................ ...••----..............................---......................---._. ......1 ............................................................ ...................................... ~ 1.2 Reserved Rights ............ ............................................ ....................................:.................. 1 ........................................................... ' ~ - 1.3. Si[e Plan -----• ............. ..... .............................. . . ......................................... 1 ... 1.4 Tenant'slmprovements .. ......................................................................................................................................... 1 ................ • 1.5 Construction /Ulowancc .. ............................................._....................................................................... 1 ..: . 1.6 Landlord's Cooperation .. ............... . ................................................................. I ..................._...... • - ...........................................2 2. TERM ................. .................. mmencement Datc ............ ............................................_.._................................: ...... 2 ................................... ..... 2.2 Possession .............. ..................................................................._. .......................................................... 2 ........ ........ cnewa] Optiotu ..............................................................._ ...................................................2 ............ .................................................... ............_ ...................................................................... 2 3. RENI ............... ...................... 3.1 Rent ........................... . ........................................ J ............................................................................................... . ... 3.2 Late Chargcand Interest . ..............................• .....................................4 ............. : . ............. ..........................................................•----............................................ i 3. UTIl.I-IIES ............... ............. .............................................'...........---....._. c 5. TAXES ......................... ......... 5.1 RealPropcrtyTaxes ... ..........................................................._....................................................................... 5 ........ 5.2 Personal Pro cm Taxa .......................................................... .........................................................5 p .. .................................................... ..................• ................................................................ 6 5. TRIPLE NET LEASE ......... .... ............ ................................................._................................. .................... 6 .............. 7. INS URAN CE ................. ......... 7.1 Landlord .................... ................................................................................................... ................................... 6 .................._. ....................................................................................................................... 6 7.2 Tenant ................................ 7.3 General .......... : .................. 7.4 I n d emni n• ... . ... ......................... -• .................................................. 8 7.5 Exemp[ion of Landlord from Liabilin . .................................... 8 ................................................................................ 3. REPAIRS AND MP.INTENANCE 8.1 Landlord ............................... .......................................................••---......................---...... ..................................... 9 .. 8.2 Tcnanr . ................... .............................................................................: ................................................. 9 ................ ....... ........................................................................................................................ 9 I. ALTERATIONS ........................ .... . .. 9.I T.ede Future:: Allc:at:ons ..... . .......................................................••---------------................................................. ]0 .............. 4.2 L'aznage; kemoval ................. ................ ............................................................................................. 10 ... ............... 1. i cns .................................. ..................................... ........... 10 ......................................................... .... ......................................................... ........................................ I 0 ...................... 0. USE ......................... ...... ................ I0.2 Continuous Oper~tion ........... ........................................ ... I O ..................................... . ..................... 10.3 Exclusive Use ........................ ................................. ....................................................................... !0 .....................:.................................••---••----•---....................---................................ 11 1. ENVIItONMENiAL MATTERS ... 11.3 Indemnification By Tenant ..... ..............................................._.......---°-- . .......................................................... I 1 ................... ' ...... 1 ntcrfcrcncc ............... ...... ........ ....................................... ................................................... 12 ...... . .....................................................................................................:.. ' .................... 13 G\') FF;.L_ESi`\9CROCE~.TLSTS U'LSiL`ST\S IXIC B^_693 PJi o6•^_]A3 I I as AV ..-- 11.6 Tenant's Right to Remediatc ................................... ................................. 13 11.7 No Consequential Damages ................................................................................................................................ 13 12. DAMAGE AND DESTRUCTION ....:.................:.............'.........................................................:................................ l3 12.1 Castralty~ .............................................................................................................................................................13 12.2 Tenant's Fault ......................................................................••-----............-----....................---.............. .......--°--.... 14 12.3 Unituured Casualty ..........................°..............°°----••---:.......---.....°.................---............................:................. l4 12.4 Waiver ......................................--.......................................................°------.............:..:. ..................................... 14 13. EMINENT DOMAIN ...........................................................................................•---...:...............----.....-----•--.............. 15 13.1 Total Condemns[ion ........................................................................................................................................... 15 13.2 Partial Condemastion ......................................................................................................................................... IS '13.3 AWard ........................................................................................................................................•--.....................15 13.4 Temporary Condemns[ion ...................................................:.............................................................................. 15 13. DEFAULT ................................................................................................................................................ ................. 15 14.1 Events of Ddaulcs .............................................................................................................................................. 15 I4.2 Runedies .................................................................................••---..............----....----............................................ 16 14.3 Cumulative ........................................................................................................°°•----.................---.................... 17 13.1 Arbitration of Disputcs .......................................................................................................................................17 15. ASSIGNMEN-r AND SUBLETTII4G ..............•-•-...... ......-.-... 18 15.1. Coaxnt Rcquircd ............................................................................................................................................. 18 152. Notice to Landlord: Elec[ion to Tcrminate ....................:............_...................................................................... 19 15.3. No Releasc ..................................................._................................................................................................... 19 15.4. Pcrrnined Treasactians...:........r ......................................................................................................................... 19 15.5. RestriacdTransaaions .............................................................._.....................................................................20 ESTOPPEL, ATTORNMENT AND SUBORDINATION .............................. 16.1 Es[o .............................................................20 Ppcl ...................................................................................................................... ...................................... 20 16.2 Sabordiaauon ....................................................... .....................•-••---.....----......................................................... 21 16.3 Anornmcnt .........................................................•----......------...---.....---..............---...........................................---..21 16.4 Matcnal Change ................................................................................................................................................ 21 I i. DEFAULT BY LANDLORD ........~ ................................................... ..........................---............................ 21 17.1 Notice to Landlord .............................................................................................................................................21 17.2 Notix to Mangagees .......................................................................................................................................... 21 17.3 No Waivcr ............................................................................................••------.... ..21 18. -MISCELLANEOUS ........................ 18.1 General ............... : ..................•-• •----......................................................................... 22 ................. . iS? Signs.° ............................:..... ... 22 1 .3 ~Yaiver.• ......................... ..........33 ....... .......................... IS.J Financial Stcerements ............ . ............................---...................... ..........................23 ....................................... 18.5 Ltmitaucn of Liabilit~~ ........... ... ....................... .. .................................................................... 2 ........................... I8.6 llotira ........................ .................... .................... ......................................................... 23 ..................................... 18.7 Brokerage Comrt»sslon .............. ........ ................. ................................................................................. 23 .............. 18.8 Avthorizauoa ............... ..... ....................---...................................................................... 23 .................................... 18.9 Holding Uer Surrender ...................... ..................................................................................................23 ............ 18.10 Joint and Sc.-eral ....................... . .......... ........... _..........---... ---....................................................... 2 ~ ..................... 18.I 1 Covenants and Conditions ................. ... 23 ............. 18.12 Addenda ............................ . ..... ............................................................................................. 23 . ........................... 18.13 Unavoidable Dela3~s .............................. ...................... ............................................................................ 23 .......... .................................................................................................. 23 h9 L ..EAL ES7-J.nCAOCEh1'R!S7?:_C.1'LSTUSTS IJOC 8 :653 Dra}I Oe x)93 11 ~SS A~1 IS.Ii Fi nancing o(Trade Fi~wcs ................................... ~ .......................................................................................... _5 18.15 Waivcr of Distraint ........................................................................................................................................... 25 IS.16 Reasonable Consent ........................................................................:..................................:..............................25 h'i) L 3iFAl._FSTWCROCE"111VS71_CwtLSiVSTT~c,pDC 8:693 Draft 08.]9311:33 AM PitEMI SE S. LL Prerniscs. Landlord hereby Ieascs to Tenant the Building and the l.ot upon .which the same is situated (hcrcinafter ex>tlectively referred to as the 'Premises') az shown on Exhibit A attached hereo. - !.2 Resen'ed Ri¢hts. Landlord reserves the right to cntu the Premises upon reasonable notice to Tenant (except in ease of an emugenn•) and/or to tuldenake the following: itupect the Premises and/or the pcrforrnance by Tenant of the temu and conditiotu tlermf: grant eaxments on the Project, dedicate for public use portions therm[ subject to Tenant's mnxat which shall not be tnreasonably withheld or delayed provided that the proposed dodiption does not materially diminish Tenant's parking or materially, impair the atxus to or visibility of the Prrsnius or unreasonably interfere with Tenant's rnjoymrnt of the Premises, and record avenanu, conditions and rtstrictioas ("CC&R's") afftxting the Project and/or amendmeau to ersting CC&R's which do rtes unreawnably interfere with Tenant's use of the Premises, materially impair the saws to or viability of the Premises, or rauia Tenant's signs thrn or tbereaftu existing, and which do not impose any additional expense on Traant: change the name of the Project: and, during the last nine (9) months of the Tt:tm show the Premises io prosptxthve tGnantS. Without limiting the taatellalllV of other dlminution5 Of' parking, any change that fCSUItS in a loss of am parking spatxs in the row closest to Del Amo Sttea, or which reduces the total ntrmlxr of paring spaext below the amount required by 1aµ•, shall be deemed material (provided, however that a rtcduction of the number of parking spans blow [hc amount required by law shall not be donned material iL prior to the time the reduction baemet effexxite. Landlord obtains for Tenant comparable substitute parking contiguous to the Premises and reasonably aaxptable to Tenant). Landlord will use commercially reasonable e6o[u in good faith not to interfere unreasonably with Tenant's use and enjoyment of the Premises is oonnettion µith the exudse of landlord's righu. Landlord will use exrrnmereially reasonabk e5ons in good faith not to materially impair the visibility of the Premises. 1.3. Site Plan. Landlord agrees to cause to lx perfontted certain improvemenu to the Premises. az required by the City, of Tustin (the "City-") and designated az "Landlord's Work" on the site plan ([he 'Site Plan`) attached hereto az Exhibit G. Tenon[ agrees to perform the improvemrnu (hereafter, Tenant's Site Work") designated as "Tenant's Work' on the Site Plan In addition, 'Landlord's Work" shall indudc Utc work recommended in paragraphs I.E and II.A of the cation captioned ^CONCLUSIONS AND RECOMMENDATIONS' in the report ptt:pared for Tenant by Culp & Tannrt, dated July 8, 1993, eotteaning seismic soundness of the Premises.. Tenant will solid[ bieis for the perfortnanex of Landlord's Work and will pose Tenant's coruwaion trranaga to provide grnual eonditiotu work and eonstruexion management for Landlord's Work. Landlord will have [he right to solid[ bids for the perfottnanx oC Landlord's Work to approve the ,.bidders solidted by Tenant and the bids retxived. and to selat the conttaaors to perform Landlord's Work. Landlord will • the cost of Landlord's Work and Tenant will Dave no responsibiliry• therefor. Landlord will be billed directly by the ~trraors performing Landlord's Work. Landlord will also pay [o Tenant's construction manager an amotmt equal to 10'/. of the otxt of Landlord's Work which 10% will be payment as and for general conditions work and constnraion managemrnt serv~ar. All Landlord's Work and Tenant's Site Work under [his Seexion 1.3 shall be performed in good and workmanlike manner. and in such manna az not to tmreasonably interfue with or delay the work of the other pam- or Tenant's other improvemrnu to the Premises. The parties shall work in good faith to coordinate the Landlord's Work and Tenant's Site Work accordingly. The panic acknowledge that the Site Plan is subject to furthu minion by the Cin~. Tenant tmderstands that Landlord does not control the oondiuoru which the Cict• may impose az a condition to future development of the Project. Landlord will not request the City to revise the Site Plan in any manner that would µidrn any strxt adjatxnt to the Pretnisa or that would reduce the parting available on the Premises or change in any maruter the aaess to the Premises, induding but not limited to club cuts median strips, or driveways. 1.4 Tenant's Tmorovemenu. Tenant shall perform all work and improvements other than Landlord's Worts µ-hich arc necessary or Bearable to prepare the Premises for use by Tenant All such work shall be performed in good and workmanlike manntt, in conformance µith all applipble tegturemenu of law, and pttrstrant to plans and specifiptions apprirve~ by Landlord Landlord shall not unreasonably withhold, delay or cenditioa iu rnnsent. Tenant shall obttii al nriess3.~~ goven;ntcntal permits Cor the p^~formance of its work iadcr this Section 1.4, at Tcnarrt's colt cost. 7cn:nu wtil commence its µory ptompdy open issuartee of U:e permits. and wili prosecute the work diGgerev to completion. 1.5 Constmctian AI!owance. As an inducement to Tenant to enter mto this Iezsc and to perform the avork dcscribd in Section I.4. Laandlord agrees to pay Terla!n the Construction Ahlowance. which shall tx payable in t:stallmems orepoNonatc to tht perr_ntagc of completion of Tenant's improvements under Section 1.1. T`,te fiat 90% of the Cortstructicn Allowance shall be paid in installmenu. wch of wtueh stall be due aithin 20 days aher Landlord's receipt of Tenant's invoice. aaompartied be (a) a xrificate of Tenant's arct;i¢a. cenifing the percentage of compkuon ;ogcther wtth (b) lien µaiaecs (which, at Tenant's option may. be in condiuonal form) from all contractorz, subcontractors, and suppliers. The final 10%of the Coruvuction Allowance shall be due and payable aai[hin 20 days after Landlord receives (xl a statuton• Notice of Completion recorded in accordance with Ciail Code Section 3093. (v) final complete hen µaicers (which, at Tenant's option. mac tx in conditional form? from all contractors. subcontractors and suppliers. and/or. at Tenant's option. one or more sureq- bonds reasonably acceptable to landlord and its Mortgagee (az deemed In Section I7.2). L''ArJ,L ES7'J.nCFOC'E~•rl:S1T CAI:.STL'STI+S DOC 8:491 Pa.S OBRrNl11 <',~\t if anv, az ro any eonuacto:. subconuactor or supplier for art»ch no lien waiver has bean furnished, and (z) a certificate of final completion from Tenant's architect. Any portion of the Construction Allowance not paid within ten (10) data after receipt by Landlord or oral or w•rinen notice that the same is overdue shall be subject to a late charge of fist percent (5%) of the delinquent amount. which- is agrecC to represent a reasonable estimate oC the Delinquency Costs (az~dcfined in Section 3.2) incwted by Tettant. In addition all such delinquent amounts. after noun az set foM above, shall bear imerest from the date such amount was due until paid in full at the Applicable lntcrest Rate (az defined in Section 3.2). 1.6. Landlord's Cootx:ration. Landlord shall reasonably cooperate with Tenant at Tenant's expense, in•obtaining the issuance oC any building permits. approtals. lianas or othu satisfaction oC other governmental requirements neassarv for the perfortttana of any canstruetion, alteration. maintenance or othu work which Tt:nant is regturul or permitted to perform under this Ltase or for the oaupancy of the Premises by Tenant for the ass permitted by this Lease. The reasonable eooperatio¢ of Landlord shall indude. but shall no[ be limited to, the exeartion of such appliertions or other dowments az Tenant shall reasotably ttquesL the furnishing of any plans, drawings, specifications, rtxbrds. copies or othu information in the possession or control of Landlord pertaining to the Premises as Tenant shall request, appearances at hearings or matings of gmcmmental or quasi~overame¢tal bodies or age¢ds, and the introduction of TenanCs agents or employees upon request to such local consultants. oH"idals or ageneia•as may be acquainted with landlord. The foregoing provisions of this Section 1.6 shall apply to any provision of this Lease requiring landlord to cooperate with Tenant in obtaining any of the foregoing. 1¢ addition, Landlord at its own ~K (a) shall post security satisfaaoq• to the Cip• for the estimated cost of anc righ[of--way improvements required by the City, and (b) shall make such irrevocable offers to dedicate right-0f-way on Edinger Street and Ikl Amo Street as the Ciq• may require. 2. TEAM. 2.1 Commenamrn[ Nate 2.1.1 The term of this lease shall commence on the date hereof. The period prior to the Commenameat Date (defined below) is sometims referred to az~tlic "Prelimi¢arv Term". The period beginning on the Commencement Date and wding on the expiration or sooau termination of this Lease is referred to az the "Tam". During the Ptc[imiaary Tatn• all of the provisions of this lsase shall apply, inducting the obligation to pay utility charges and premiums for Te¢a¢t's i*vrr~npe" except for Tenant's obligation to pay Rent and other drargs, and Tenant's obligation to conduct its business in the Premises. 2.12 The Term shall mmmena ("Cot»menament Date') on the first day of the first frill month following the date on which the Premiss ate Substantiaih• Complete (as hctcinaftu defined) except that if Substantial Completion occurs on the first day of a month that date shall be theCommencement Date. and the Isaac shall continue in full fom and effect for the period of time spedfied az the Teem or until this Lease is terminated az otherwise provided herein. The Premises shall be deemed to be "Substantially Complete" on the date on which all of Tenant's improvements tinder Section 1.4 arc completed, except for minor punch fist items which do not (and the correction of which will not) interfere with Tenant's iate¢ded use of the Premises, and the Premiss arc ready for the conduct of Tenant's business, and: (a) Tenant files or causes to be filed with the City (if required) an architect's notice of substantial completion, or similar written notice brat the Premiss aze Substantialh Complae or (b) Tenant mrnmences business operations is the Premises, or (c) a certificate of ocwpancy (temporan• or final) is issued for the Premises, or the City issues such. interim approvals az arc na>ssan• to permit Tenant to comme¢ce We use and operation of the Premiss contemplated by this Lease. Tenant shall, upon demand after oocturena of the Commcncemcnt Date excate and dclivu to Landlord a Commencement Date Memorandum in the form attached bercio az Exhibit C aclmowledging (i) the Commencement Date (ii) the final square footage of the Premiss. and (iii) Tenant's acceptance of the Premiss. if the Premiss are not Substantially Complete on the Estimated Commencement Dau, this l.eax shall remain in eBbcL Landlord shall not be subject to any liability, and the Commeramen: Date shalt be dclat•ed until the date the Premises are Substantially Complete. Tenattt has determined that the Premiss arc aacptablc fcr Tcrant's tx and Tenant ackrrowledges tT•at, c;cap: a< sat forth in this Lease, neither iandlo:d nor an•; broY.cr or agent itaz made any rtprescntatiotn or wa,-rar:tis in cnnnecuon with Ute phrinl oondiuon of the Premiss or their 5mns for 7~enani s use upon w'hieh Tenan~. has relied di:cttly or indirectly 1bt any purpose. 2.2 Possession. Landlord heret;v delivea exclusive possession of [he Prentiss to'Icnanc. 2.3 RenewalOntion;. 2.3.1 Iron. Landlord hereb}• grants to Tenant the right option and pri\ilege of extending the Term for three (3) successive renewal terms of five (5) years wch (respectively the "First Renewal Term", "Second Renewal Term" and "Tturd Renatal Term"). each such Renewal Term to be exercised wnsecuuvels-. Subject to Sections 2.3.2 and 2.3.3 below,. Tenant may exercise said right option and pmilege at am• rime pro\ided this Lease is in full fora and effect and fuller pro\tded chat (a) at the time Tenan: givs its notice under Section 2.3.2. and at the commencement of the Renewal Term. Landlord 2. L'-FJ.L EST \9G0.E?'~ SST; =A1SII,'STSS.IJOC 20693 Uaf~ OE _].9311:51 A.\1 ham-not resonul to its possason• remedies as a rault of Tenant's Event of Default hereunder. (b) during the 12 months liateh• preccdin¢ Tenan['s giving of notice under Secuon 2.3.2, Landlord has not issued to Tenant more than two • ss to pap or quit' under Section 1161 of the California Ci.•il Procedure Codc for failure to cure an Event of Default resulting from failure to pay Rent, (c) during the 12 months immediately preceding the commeneartent of the Renewal Tom Landlord haz not issued to Tenant more than two "notiar to pay or quit" undo Stxxion 1161 of the California Ciyil Protxdtue Codc for failure to cure an Ett:nt oC Defatilt resdung from failure to pay Rent, and (dj Landlord has not exercised its right to terminate the option az the result of an Outside Transfer (az defined in and subject to the terms of Section 15.5). 2.3.2 Notice. in the event Tutant dairy [o renew the cum of this Lease, Tenant shall so notify Landlord in writing of the exercix of its option. at least six (ti) months prior to the expiration date az then constituted. but not earlier than two (2) years prior theruo. For purposes of Section 2.3.2 and 2.3.3, a notice by Tenant shall be deemed effective az of the date ant via overnight courier. 2.3.3 Failure to Renrn•. Subject to the following, Tenant shall lox its right to extend the Term, or extended Tettn, if i[ don not exercise its option in a timely ntartner, limo of notix bring of the essatee. Notwithstartdiag the foregoing however, Tenant's right to excreta iu options shall continue until three (3) business days after Landlord shall have given Teaaa[ notice of its election to terminate Tenant's option baatrse of Tenant's failure to exercise same in a timely manner. Should Tettant fail to excreta ils option in a timeh' manner and if Landlord fails to give Tenant a three (3) business days notice oC its election to terminate that option az a result thereoL the Term shall be automatically extended from month io month at the Base Reat that wrould be in effect had the option for the Renewal Term been exercised, but otherwix upon all the roars and conditions then in effect subject to Landlord's right to give Tenant a three (3) business days natict of [umination and Tenant's right to extend the Term for the rctttaindu of the then Renrnal Term, within said three (3) btrsmcss days. Extxpt with raped to Tenant's election to extend the Term for the First Renewal Term. Tenant may not _lea to extend [hc term of Lease for svcKssivc Renewal Terms tmless it had previously elated to renew the Term for the immediately preceding Renrnal Term. For exarrtplc, Tenant may not elect to extend the Terra for Ne Second Renewal Tam [m]ess it had pmioush• elected to extend the Tetm for the First Renewal Tam. Landlord's failure to give thnx (3) ~usintss days notice under this Section 2.33 shall not be deemed an exe:dse of Tenant's option, nor shall it be deemed an ~ctatsion of the Tom other than from month to month as su forth in this Section 2.3.3. 2.3.4 Lease Anoficable. Each Renewal Tam shall be subject to all of the tams, txmnants and conditions of this -ease except that dtuing [he First and Stxpnd Renewal Terms the Base Reat shall be az set forth in the Basic Lcax nf~ ~tioa and during the Third Renrnal Tura Base Rent shall be the greater of the amount set forth in tltc Basic L.case a :ion or the Market Rent daermiacd order Section 2.3.5. 2.3.5 Marko Rent. (a) "Market Rat[" means the Base Ren[ that a willing non-egttity tenant woWd pay, and a willing landlord cold aaxpt from a tton<quit}• tenant for a !case of similar premiss in Tusiia California for retail use for a term equal to u Third Renewal Term, in an "as is" condition similar to the thwtxisting condition of the Premiss, giving appropriate rtrsideratioa to monthly rental rats per rentable sgtrarc fool the presentx or absence of rent escalation datrss such az xrating exputse and tax pass-throughs. siu and ]cation of pr~T:~.-~ being Ieasul and other generally applicable terms of naag• for a similar building or buildings. The Marko Rent shall be daennined by the mutts! written agreement of andlord and Tenant In the event that Landlord and Tenant shall not have reached mutual agreement az to the Marks at within 30 da}s aficr the date (the "Excreta Datc") Tenant giva notice of its exertax of the option for the Third atexal Term, then Landlord and Tenant each shall xlca a Real Estate Appraiser az hereinafter damned. not later than 60 }5 after rho Excreta Datc. If either pam• shall fail to So appoint a Real Estate Appraiser, the one Real Estate Appraixr appointer shall proceed to dcterminc the Marko Rrnt. In the event that the Rezl Estate App.-aisers selectexl by Landlord d Tenar:t agree az ~ the P:arY,u Rent. said dcte:runation sitali be binding on Laaellord sad Tenant. In the even; tha; the Real Enate At APPzs~ ..eunot agra az to L'te Market Rcrt on or before the 90th day after the Exemse Date. then al Estate A PFra,s_rs shalt jointly xlax a third P.ra1 Estate Appra:xr (provided that if they cannot agra oa the third PPraiscr on of before the 1C5[h day after the Excreta Datc. then. szid third Rol Esta;c Appraixr shall be rod in accordance with :l,e rotes p:escr:beri by the Amerian Arbitration Pssociation IcxatP.d to Orange County, liforniz or am• sne_`ssor thereto). The third Rrd Esta;e Appraiser. howr,•er xlexted. shall be a person who bas not ~zoLLSl}• aced in am apacip for either pam•. Within 20 days after the third Real Estate Appraixr is selected, a ma}oriq• the Real Estate Appraisers shop xt the Market Rent. Lf a majority of t)te Real Estate Appraiers is unable to x[ the llcu Rat[ within tlr 20 day period, the two closest appraisals shall be added together and their total divided by nao. and resulting quotient shall be the Market Rent. The costs and e~penxs of the Real Estate Appraiser alined by Landlord by Tenant shall be borne by the respective part}; the costs and apenses of the third Real Estate Appraiser shall be =eel equal!} b}' Landlord and Tenant. 3. "' .~TdU~ROCE~.~~'--`~_G'LSTL"S'I~S DOC [=693 Draft 08:].9311 55 ASS (b) The term "Real Estate Appraiser" shall mean an impartial person u~ho is a Member of the Appraisal Institute, and hating not Icss than ten (10) years' e~pcrience az an appraixr of leaxhold estates relating to first elazs retail and eornmcrcial span in Orange Counn•. California. The final determination of the Real Estate Appraixr(s) shall be in «•riting and shall be binding and r:onclusive upon the parties. each of which shall receive counterpan copies thereof. In rendering such decision the Real Estate Appraixr(s) shall no[ add to, subtract from or o[henvix modifi• the provisions of this Lease IL by the commencement of the Third Renewal Period, Ne MarIcU Rent pursuant to this Section shall not hart been daermined by the Real Estate Appraixr(s), Tenant shall pay the Bax Rent set forth in the Basic Lease Information until such determination is made (subject to adjustment upon dgermination of such Bzx Rent by appraisal by the Real Estate Appraixr(s) az hereinabove provided or by agreement of Landlord and Tenant). Upon such determination, Tenant shall promptly pay to Landlord any underpayment of the Bax Reny 2.3.6 No New• Lease. The terms `renewal` and `extension' are used interrliangeably herein and it is not the inunt of the patties that any Renewal Term provided for herein must be evidenced by an amendment hereto, or a renrnal lean. or any separate instrument. other than Tenant's written notice to Landlord. nor that the ownership of any leasehold imprmKmcn[s pass io Landlord prior to expiration at all exercised Rcoewal Terms. 3. RENT. 3.1 Rent. 3.1.1 Bax Rent. Unimproved Rent and payments in respect of Real Propem• Taxer and instuance shall be due and payable to Landlord on or before the Rent Commencement Date. Tenant shall pay to Landlord. at Landlord's Address for Payment of Rcnt designated in the Bazic Lease Information or at such other address as Landlord Inns from bate to time designate in writing to Tenant for the payment of Rent, the Bax Rent without notice, demand, offset or deduction, in advance. on the first day of each calendar month. Upon the execution of this month's Bax Rent to be applied to the month in which the Rent Co ~• Tenon[ shall pay to Landlord the first mProvement Rent shall be due on the Commutcemant Date. Notwithstandingtanyto(hv~prmr oa of this L,ease,tno Jaimproved Rent or other charges (except Improvement Rent) shall be payable [o Landlord in recpeet of the month in first or last) day of a~montlL Unim ~ Substantia! Carnplction occurs (or it the Term ends) on a date other than the nonth between the date of Strbstantia Completiotn and the Commencement Date and/h O thwitlt tesptxx to the portion of the be Tetra All sums other titan Banc Rent which Tenant is obligated to Portion of the last month within dditional rent due hereunder, whether or not such sums are deli ~ undv this ~~ shall ~ deemed to be sent and all additional rent pa}able hereunder. gated "additional rent." The term "RcnC means the Bax 3.1.2 Allowance Payment Date. Notwithstanding am' other provision of this Lease, the portion of the Bax Rent esignated as "improvement RenC shall become due and payable as of the Cotnmencemcnt Date. !f the dale of Substantial omplction is other than the first day of the month. no Imprrnerttent Rent shall be payable. with respect to the pcnod ctueen the date of Substantial Completion and the Commencement Date If the entuc Coattruction Allowance due Tenant arstlallt to Section 1.5 (with late charges, If any, and interact If any, at the Applicable Interest Rate) has not been pard to errant within 60 days of the Rrnt Commencement Date then: (a) from the Rent Commencement Date through the dart all such amounts are paid (the 'Allowance Paymem arc"), Bax Rent shall consist of the Unimproved Rcm only; (b) within 10 days otthe Allowance Payment Date and Tenant's receipt of Landlord's iniroice therefor. Tenant all pay the :hcmcttaen[ installment of Improvement Rent (pro rated if the Allowance Payment Date is net the urr day of .^.a)cndar monthh). together t.ith am• irLta]Ements of Improvement Rcrt brat would have zm~ed had tltc A1louarce }ment .ate occurrrd o. or 5e{ore the GO[h day after Uic Rent Commencement Date; urd (c) thereaftcr_ the Base kent shat) b: u xt font in Gie Basic Lease La_ccnnauon. ~.2 Late Charee and interest. The late payment of any Rent will caux ;an~lord to incu. zdditional costs. includ;rg ninistrauon and collection costs and processing and amounting eapetua and increa<ed debt scr~ice ("Ddmquencc cis'). If Landlord has not received any irtstallmttd of Rcnt within ten (10) days after the receipt by Tenant of oral cr :ttcn notice that such amount is overdue. Tenant shall pay a late charge of fire pertxnt (5%) of the delinquent amount. ich is agreed to represent a reasonable estimate of the Delinquency Cosu incurred by Landlord.. In addition. all such inqucnt amounts. after notice as set forth above. and all amounts payable by Landlord to Tenant ichich remain unpaid for (10) does after Landlord's receipt of oral or Britten notice that the same are overdue. shall bear interest from the date h amount was due until paid in full at a rate per annum (.Applicable Interest Rate") equal to the lesser of (a) the ~imum inerest rate permitted be lain or (b) nvo percent (2%) above the rate publidc announced by Banl: of America. "A ESr]71: aOCE~.TL`STK CA:,Siti STSSD0. b']693 P.afi U8 ^_]9i1 LS)AV """i (or if Banl: of America. N.A. eea.ses to exist, the largest ban1; then hcadgtrancred in the State of California) ('Ban};') s "Reference Rate" If the use of the announced Reference Rate is discontinued be the Bartk_ then the term Reference _.c shall mean the announced rate charged by the Bank •chich is. from time to time, substituted for the Referenw Raft. Landlord and Tenant rungnize that the damage n•hich Landlord shall suffer ~az a result of Tenant's failure to pay such amounu, or which Tenant shall strlfer az a result of Landlord's failure to pa}• amounu due Tenant hereunder, is difircul[ to ascvtain and said Late charge and interest arc the bat stimatc of the damage which Landlord shall strffcr in the event of late payment u a late charge beeoms payable for any three (3) installments of Rent within any twelve (12) month period, then the Rent shall automatically become due and payable quarterly in advance. 4. (Tl'II.I7TES. At all times during Tenant's possession of the Premises and thereafter during the TeraL Tenant shall make all arrangemenu for and shall pay all drarges for hqt water, gas, electridry, telephone and arty other utilities used on or provided [o the Premises induding, without limitatioq paving any dcposiu and `book up charges.`. Landlord shall nest be liable to Tenant for intemrytion in or cvrtailmrnt of any utility service. nor shall any such interruption or eurtailmrnt constitute conswctive eviction or grounds for rental abatement Landlord wartanu and represrnu that gaz, cater, storm and sanitary saver, and elecuidty are stubbed to the Building. Landlord makes no wamnry or represrntadon az to whether the gttantity of such utility service now stubbed to the Premiss is adegoa[e for Teoant's needs. 5. TAXES. 5.1 Kcal Prooem• Taxs. Landlord shall pay to the proper taxing authorities az the same become due all Real Propem• Taxes applicable to the Premiss, subject to reimburserncnt by Tenant az provided blow. The term "Real Property Taxes' shall be the sutra of the follmving: a!I real property taro, possarory-intcrtst taxes, btttintss or license taxs or fea, xnicc pa}tnenu in lieu of such tars or fees, aanual or periodic litxnx or ux fees, cxases, transit and traffic charges, housing fund assessmenu. open space charges. childcare fees, xhool sewer and paridng far or any other assssmeau, levies, far, cxactioru or charges, general and special, ordutar}• and extraordinary, unforesxn az well az fomeert (including fees in-lieu" of any such tax or assessmcnq which are assessed laied charged, conferred or imposed by arty Public autharin- upon the Premises (or any real propem comprising atrv portion. thereof) or iu operations, together with all taxei. asscsmrnu or other fees imposed by am public authority upon "or mcastued by any Rrnt or other charges payable hereunder, induding any gross ttxxypu ta3t or excise tax levied by any governmental authority with respect to receipt of rcnW income and imposed on mvncrs of real proputy generally as a class (az opposed to income from all solutes or fiom txher sources), or upon, with respax to or by reason of the dcvelopmcnt possession leasing, operation, managcmeat main. te~nce, alteration repair, ux or txxarpanty by Tenant of the Premiss or any portion thereof or documentary transfer taxes • this transaction or arty docvmeot to which Tenant is a perm locating or tranderring an interst in the Pretnius, .er with any tax imposed in substitution partially or totall}•, of any tax previously indudcd within the aforesaid dcrmition or any additional tax the nature of wfiich was previously included within the aforesaid definition togetitcr with the costs and e3,perua (induding anorncys and expert witness fes and tpsu) of challenging any of the foregoing or seeking the reduction in or abatement redemption or tenon of am• of the foregoing, but only to the extent of any such reduction abatemrnt redemption or return. Nothing contained in this L.easc shall require Tenant to pay any franchix, corporate, estate or inheritance tai of Landlord or am income. pro5u or menuc tax or charge upon the income of Landlord nor anv amount excluded by Section 5.1.3. if am Real Propem• Tax is payable at the option of the taxpayer in installments, Real Propem• Taxes for each calrndar year shall be deemed to include only the installmcnu which become due in such calendar year. The Real Propem Taxes for any calmdaryear shall mean such amounu az shall be ftnauy duermined after deducting abatemrnu, refunds, rebates or crcdiu, if any (less the rcasonablc cost and expense of obtaining the same), to be payable for such period. 5.1.] Reimburxment By Tenant. landlord shall timely and fully pay all Real property Taxes levied against the Premsts. Tenant shall pay to Landlcrd as: amount oqual to the Real Propem Taxes tilen due within itfir_n (l5) da}•s after delivery to Tenant b}• Iandlurd of an imoirx fo: the satnc. Landlord may. at Lantliord's option deliver statemcnu from .IiSbrcn; taxing aumorities at tiitfc:cnt times or deliver all racb saierems a. one time In addition, Landlord may elect ;e :otleu such Real Propem• Taxes from 'femni ir. advance. on a monthly er glartecly bast;. toed upon the a~•twv tax statancnt issued by the applicable gcternmem eutho:it}•, but Landord may rnt wllert Rca1 P;opcn}• Taxes ir, adt'ance used upon an estimate of such Real Preperr: Tays. 5.1.2 Partial Years. Real Propem• Taxs for partial tai; fiscal years. if any, falling within the Terrzt shall be xorated so that Tenant shall not be responsible for any portion thereof in respect of anv period before the Rent _ommencement Date or after the end of the Term. Tenant's obligations for Real Propem Tares for the last full or partial -car of the Term shall sunive the expiration or earlier ternunation of this Lcasc. 5.1.3 Limitation on Assessments and Development Fecs. Tenant shall not tx responsible for ant Transportation ~y~stem lmpaa Fee. Transponauon Comdor Fee. School Impact Fec, or other similar development fee based on Increased 5. FcA EST \n CAOCHX'dti STT: CC:.'d,Sl1:STKS DOC Y^_693 Draft 068)911133 A\; floor space of the Building ex«pe to the e~ient resulting from anual increases in the Building's floor spa« beyond 45,600 square feet. !f anv such fees are levied on the Project. Tenant rill not be responsible for anv share beyond Nc amount generated by the increase in the Buildings (loot space over and above 45,600 square feet. Without limiting the foregoing Tenant will not be responsibk for the cost of upgrading the existing traffic signal at D~cl Amo and Edinger az part of Ne Project or any other similar charges, ex«pt to the evient of intxcases in the Building's floor spa«. Tenant is performing iu own site xtir)c to the Premises. and any nay or other cosu, fees, development charges, or assessments imposed on the Premiss in connexion with the development of the P,rojm (other than x•or{c by Tenant to the Premises) shall be the sole responsibiliry• of LandlorQ , 5.1.4. Ri¢ht to Contest Tara, Landlord agras to notifi• Tenant of anv inaeax in Real Property Taxes on the Prunisa within [hint' (30) days afiu rtxeipt of the tax bill or othv eviden« of such increase. Tenant, upon reasonable noti« to Landlord. shall hav+c the right w con[est [he v2lidiry• or amount or rate of such Real Property Taxes, or any factor used in the daermination NaeoL and Landlord agrees to render to Taunt all assistan« reasonably possible in connection Nerewitlt at Taunt's sole including the joining in. and signing oL any protest or pleading which Tenant may dean it advisable to file. and xithholding paymea[ of the Real Property Taxes or any part Hereof (if permitted ender applicable procedures), or pa}mcnt of Nc same (d pumitted tmdu applicable procedttra) 'undo protett" or into coon. provided that Tenant's rights undo this Sxtion 5.1.4 shall be conditioned on Taunt providing a bond or other sequin protecting the Premiss from forfeiture during the pendeary of any such'prooeedings. Any such bond or security shall be reasonably satisfactory to Landlord az to form, amount and surety. U Landlord and Tenant both desire [o bring such tbntesL they shall do so jointly and shall reasonably cooperate with one another in Nc prosecution thereof. 5.1.5. Chance in Ox•nershio. Notxithstanding any othv provision of this Lease, Tenant shall have no raponsibllity xtN rapes to anv increase in Rea] Properry• Tara reulting from any of Nc following evenu that occur before the end of the third Lease Year..arty sale exchange, sale-leaseback ttustu leasing, lease-Icaxlutdc, financing. refinancing or oNu transfer of the Premises or am~ pan thereof or interest therein by Landlord or any trattsfu of anv corporate stock or parinerslup or oNu ownership interest in Landlord. or any other transfer among or betxeen shareholders, partners, affiliate or other pusons holding IxltcCitzal or oxauship interests in Landlord. For purposes of this Section S.1.S, 'Landlord' shall include Landlord's su«asors and assigru. S2 Personal Protlerri Taxes. Prior to delinquency, Tenant shall pay all taxes and asstssmcnu levied upon trade fixtures. alterations. additions. improvements, imt-ntorie and other personal property located and/or installed on the Premises by Tenant: and Tenant shall provide Landlord copies of re«ipu for pa}~rtent of all such taxes and azsasmenu. To Ne extent any such taxes are not xparatd}• assessed or billed to Tenant Tcrtant shall pay Nc amount thereof az invoiced by Landlord. 6: TRIPLE NET LEASE. It is intended that this Lear be a "triple net lease," and that the Rent to be paid hereunder bs Taunt rill be received by Landlord without any deduction or offsa xltatsoa•cr by Tenant foraxable or trnforesceabic accept az otherwise expressly provided to rho contrary in this Leax. Except az expressly provided to the contrary. in [his Lear. Landlord shall not be required to make anv e~pendittuc incur anv obligation or incur anv Iiabiliry• of an}• kind xitatsoever in connection xiN this Lease or the oxtrership. eortstiuction maintenan«, operation or repair of the Premises. 7. INSURANCE. 7.1 Landlord. Landlord sha71 maintain insurance insuring Ne Building against fire and 'all risk" coverage (including eanhquake/voltartic action flood and/or surfa« rater insuran«) for Ne full repla«ment cost of theBuilding, xith dcdutxible not to exc«d S1S.000.00 per oaurren« and wiN Ne form and cndorxmenu of such mvuagc az reasonably selected by Landlord_ together xith renal abatement insuran« aga_rESt loss of Rent in an amount equal to the amount of Rest for a period of at lea,-t tx•elve (12) months cvmmeneing on the date of loss. Landlord may also carry such other tnsurnce as Landlord m.^,c r-..ason:.bly deem prudent or advisable, iacludrng, vtiNout !imiutien. liability insu:en« in such mounts and or: such tarts as Landlord shall dcterminc, but Landlord shat! in anv event carry geocral liability iasttrtnte i^ :hc arntatru sa forth in Section 7.2.1, including a conearn:a: liahi!i endorxntent. Tenant shall pay to Landlord an lmotmt egtal to the prerdum; Nen due within f~hrn (1St days after deliver;' to Tenant by landlord of art incoix for anv uch premruru. Landlord rrrav at Landlord's option elxt to collect such premiums from Tenant in advance on a monthly x Gtraneric basis. baud upou ae arn_tal invoice for such rrcrmums. Landlord may not collect premiums in advan« based rpon zm~ estimate of the premiums. Premrtmu for partial prenvum years, ii an}'. falling xithin Ne Terre shall be prorated ;~ that'7'cnant shall not be responsible for any' portion thereof in respect of anv period before Ne Rent Commcn«ment Date u after Ne end of the Term. Trnant's obligations for premiums for the last full or partial year of Ne Term shall strnive the :~ptratton or earlier termination of this L,rase. G :i.AL ESTAn CRq^E]-T.'STX CA 1STtiST~>DCC :.6 ~931}~. }._]9111 as AV .._. i.2 Tenam. Tenant shall, at Tenani's espenx. obtain and keep in force at all times the following insurance: 7.2.1 Commercial General Liability Insurance rOccurrencc Form 1. A police of commercial general liabilitc insurance (occurrence form) having a combined singlc limit of not lets than Two iditlion Dollars (52.000.000) per occurrence and Two Million Dollars (52.000.000) aggregate per location if Tenant has multiple loeauons, providing coverage for, among othu things. blanket conuarntal liability, premises, produ(xs/completcd operations and personal and advertising injure'txnerage, with deletion, iCany conswaion ln• Tenant or iu cootraaors is in progress at the Prentice, oC the exelusion for ctplosion collapx or underground hazard, if applicable (unless Tenant's conraaor is maintaining such covcraee), and. if necessary, Tenant (or its contractor) shall provide for testotation o(the aggregate liatit; 7.2.2 Atnomobile Liability Insurance. Comprchentive automobile liability irtstuance having a combined single limit of not less than Two Million Dollars (52.000,000) pu oaumna and insuring Tenant against liabitiq• for claims arising out of ownership, tnaintertance, or ux of any owned, hired or non~ow•ned automobiles, 7.2.3 Workers' Comoensation and Emolmers Liability insurance. Workers' compensation ittsurartce having limiu not lar than those required by state statute and federal stawte if applicable, and covering all persons employed by Tenant in the conduct of iu operations on [Ile Premises (including the all states rndorxment and, if ttpplirablc the vrolunteus rndotxmrnt), together with employcfs liabiliq• insurance oovecage in the amount of at Icast One Million Dollars (SI,000.000); and 7.2.3 Prooem• Insurance. 'All risk' propem insurance including boilu and machinery comprehensive form, if applicable. cot•cring damage to or loss of any of Tenant's personal proputy, fixtures, egwpmrn[ and alterations, induding electronic data processing equipment (wllectively 'Tenant's Property") (and cove[agc for the frill replatzmrnt oust thereof including business interruption of Tenanq,aogether with it the property of Ttutant's invitx's is to be kept in the Premiss. warehotuer•s legal liabitin• or bailee customers insurance for the full replacemrnt cost of the property belonging to incites and loca[ed in the Premises. 7.3 General. 7.3.1 Insurance Comnanie. Insurance required to be maintained by Tenant shall tx tvrittrn by companie lixrtsed to do businar in the sate in which the Premiss arc located and having a 'General Poliryholders Rating" of at leas[ 'A mintu, 8' az set fonh in the most cvtrent issue of "Bat's lrtstlrantx Guide.' 7.3.2 Certificate of Irtswance. Tenant shall deliver to Landlord ccnificats of ino,ranq for all insurance.regtrired ,., be maintained by Tenant in the-form of Exhibit D, attached herao, ao latu than settn (7) days prior to the date of posxssion of the Premiss. Tenon[ shall, at (east ten (]0) days prior to expiration of the policy, fwatish Landlord with certifira[es of teocttal or 'binders" thereof. Each certificate shall expressly provide that such policies shall not be eanalable or otherwix subjetx to modifigaon except after shim, (30) days prior written notice to the panic teamed az additional insured in this Lease (except in the case of txncellation for nonpayment of premium in which sax cantxlla[ion shall not take eSea until at least (10) days' notice bas been green to Landlord). If Tenant fails to maintain any insurance regtltred in this I_asc, Tutant shall be liable for all losss and cost resulting from said failure. • 7.3.3 Additional Insured. Landlord and any property managemrnt company of Landlord (provided that Tenant haz rxeis'ed w•rinrn notice of such managemrn[ company) for the Premiss shall be named az additions) insured under all of the polids required by Section 7.2.1. The police required under Section x.2.1 shall provide for seterabilin• of interest. 7.3.4 Primary Coveraee. All insurance to be maintained by Tenant shall. except for workers' compensation and employds liabi!in' insur2nce, be printarv. without sighs of contribution f:om insurance of Landlord. Any umbrella liability polio' or exoe_cs Labilin• polies (whch sh2:1 be in 'fallowing font") s!lall provid^_ that S etc underlying aggregate is exhaured, tier. e~-css coverage trill drop dune az priman• inauranx. The IitttiL< of insurance mainlined by Tenant shat no; lints: Tenant's ;lability' under [his L.case. ' i.3.5 Wai3_er of Suhronation. Tenam and Lzndlard e?ch waive any right to recover against the ether for china for damages to the pmpem' of the waning pam• whether or not covered be insvrana. This provision is intended tc waive fully, and for the benefii of Landlord and Tcnar3L any rights andlor claims which might give rise to a right of subrogation in farror of art}, insutar3ee cassia. The coverage obtained In• Landlord and Tenant purstrant to this lease shall indudc, without limitation. a waivrr of subrogation endorxmen[ attached to the cenificate oC insurance. %.3.6 Nouilcation of Incidents. Tenant shall notifi' landlord within a reasonable time after Tenant's corporate management at Ttnan['s home office learns of the occurrence of an}' aecidenu or incidenu in the Premises which Tenant's management reasonably bditt•es could give six to a claim under anc oC the inswantt policies required under this Section 7. 7 . r=%.L_cST\t1~p^: n;ST.'~ CT'1STL'S'f]SDIX' P^_693P a Of _i.931P55 qM C.J Indcmnia'. i.J.l Indemnin• be Tenant. Subjen to Section 7:3.5„ Tenant sfiall indemnify, protect defend (ba~ counsel reasonably acceptable to landlord) and hold hamtlas landlord and its partners, directors, o6cers, cmplovar. shareholders, lenders, agents. wntractors and weh of their successors and azsigns from and against ana• and all claims, judgments, poses of action, damages, penalties, costs, liabilities, and expenxs, including all cosu, attorneys' far, expenss and liabiliria (oollettivel}•, 'Claims') incurred in the defenx of any such claim or any action or proocading brought thereon. arising at any time during or after the Term az a resin[ (directly or indirectly) of or in connection avith (i) ant, ddault in the pcrfortnance of any obligation on Tenant's part to be performed undo the terms of this Lease, or (ii) Tenant's trx of [hc Premises, the conduct of Tenant's business or any actiaih•, work or things done, permitted or suffered by Tenant in or about the Premiss or other portions of the Project: except to the extort caused by Landlord's negligrnce or willful misconduct or that of Landlord's partners, directors, officers, emplovar, shareholder; lends, agens or oonuactors. 7.4.2 Conditions to Indemnity. (a) The obligation to indemnify contained in this Section 7 or elsewhere in this Leax is conditioned upon the pam• claiming the right-to be indemnified (the "lndemnitcc') (i) first notifying the other (the •lndemmitor") of the Claim for Ruch indcmnin• is sought provided that delay in notifitatiom shall release the Indcnmitor only to the extort of actual Prejudice resulting from the dela}: (ii) tulle tendering to the Indcmnitor the defense of such Claim: and (iii) otherwix fully coarpl}ing With all of the terms set forth in this Section 7,4.2. Wrth respect to the indemnity obligations undertaken be Tenant in this Leax. [he Indemnitor shall at is cos defend or eatse to be defended am Claim agairttt the Indemnitec alleging such ac[s or omissions and seeking damages Ritich arc payable under the terms of this Lease even if any of the allegations of such Claims are groundless, falx or fraudulent: but the Indcmnitor tray make or pox to be made such investigation and such xt[Iemrnt of any Claim az the Indetnni[or or is insurers shall deem indemnitor shall decline to so defend the Indemnitee shall not erce t at is own expedrrnt Unless the 3SS7rme any obligation or incur any Ca P ~• volurrtaril>' ~kc anY payment Ibc Indernnitee shall coo ~~ in OD°°~O° ~~ an}• Claim for which indemnity may be sought huwndcr. Aerate with the lndemnitor or is insurer and, upon the request of Ure Indrnuritor, assist in making xmlemens in the conduct of Writs, and in enforcing ally right of coambution or indemnity agaiatt any person or xganiza[ion (other than another Indetturi[ee or an employee of the Indemnitee or of another Indcrtutitee) who may be (fable o the Indemrtitee because of acts or omissions with raped to which indemnity is afforded under this Lease. The ~deami[ee shall attend hearings and trials and assist in securing and giving evidence and obtaining the attrndance of +imessa. (b) Upon the Indemnitee becoming aaaare of am• as or omission which might reasonably be expected to be the tills of a Claim covered hereby. Rotten notice shall be given by the Indemnitee or on is behalf to the Indemnitor az soon s practicable, together avith the fiillest information obtainable. If claim or demand is made or suit is brought against the ndemnitee, the lndemnitee shall immediately tonaard to the Indemnitor acry• demand notice, summons ar other process eceiaed by the lndcmnitee or is rcpresrntatiae. (c) To the extent of any payment made hereunder the Indcmutitor or, if applipblc, is irsurer, shall be abrogated to all of the lndernnitee's righs of reooven• therefor. against any person or organization (other than another adenutitee or an employee of the IDdemnitec or of another Indemnitee) and the lndemnitec shall execute and deliver rsnmrrns and papers and do whatever elx is nettssan• to secure such righs. The Indemnitce shall do nothing after loss > prtjudice such righs. (d) The obligatiors of Terrant under this Section 7.4 shall survive the termination of this Lcax Kith respect to m claim; or liabilin~ arising prior to such tcrminttion. ".5 Fgemotion of landlord from Liah_lint Tenant as a matena! part of the eotsidemuan to landlord. hcrcbr assumes J nsk of dar,-age to propem~ including, but net limitett to. Tenant's tixtares. egeipnreut turnirur^_ .:nd alterations or injury • Arsons in, upon, or about the Premises or other portions of die Project arising from any cause, zr.d Tenant hereby R~lt'a i victims in respc~, thereof against Landlord. except to n're ertem such claims are caused be Landlord's negligen:e or ultul miswndutt (or that of anyone for R•hosc negligence or Rillful musrnndutt Landlord is ;cgalh• responsible). Tenant ::;in• agrees that Landlord sha!! not be liable for injun• tc Tenant's businss or am; loss of income therefrom or for damage the propem• of Tenant er irjurv to or death of Tenant. Tenant's employes. invitee's, ctstomers. agents or contractors or n~ other person in or about the Premixs or the Project R•hether such damage or injury, is caused by fire, steam, electricin•, '~ Rater or rain or from the breakage, leakage or other defects of sprinklers, Rirs. appliances. plumbing. air ..ditioning or lighting fixtures. or from am• other pose. whether said damage or injun• results from conditions arising r:n [he Premises, or from other sources or plats, and regardless of R~hether the pox of such damage or injun• or the -.- EST]aCFOCE] TCST CA1STti STTS WC E ]69i ITafi 08^1.9)tt SSA\I means of repa!ring the same is inaccessible to Tenant except to Ute eaten[ caused by Landlord's negligence or willful ~'scondutt (or that of anyone for whose negligence or willful misconduct Landlord is legally responsible). REPAIRS AND MAITSIENANCE. 8.1 Landlord. Landlord shall, subject to the following sentence. maintain the structural portions of the roof, foundation, and load-bearing portions of walls (excluding wall covuings, painting, glass and doors) oC the Lmprovements. Landlord shall not be required to make any repair rctdting from (i) any alteration or modifiption to the lmprovcments or to mechanical equipment witttirt the lmprovemenu performed by, for or bemux of Tenant or to special equipment or systetru installed by, for or becaux of Tenant (ii) the installation, use or opcratioa of Tenant's property, fixtures and equipmept (iii) the coming oC Tenant's propury in or out of the Improvcmeats or in and about the Premises, (iv) Tenant's use or occtrpanry of the Premiss in violation of Section 10 of this l.rase ar in the [Hanna not contemplated by the ponies at the time of the exeartion otthis Lease. (v) the acts or omissions of Tenant and Tenant's employar, agents, invitar, subtcnanu, licensees or coatrattors. (vi) fire and oU!er easttalty, exxpt az provided by Section 12 of this I.eax or (vii) coademnatio4 except as provided in Suction 13 of this Lease. Landlord shall have no obligation to make repairs undo this Section 8.1 until a reazonable time afro the eariiu of Landlord's atxual knowledge of of Landlord's receipt of wrinen notice fiom Tenant of: the need for such repairs. Tenant waivs any tight to repair the Premiss at the expense of Landlord under any applicable governmental laws, ordinancs, statutes, orders or regulations now or hereafrer in effect which might otherwix apply. Subject to Section 8.1.3. Landlord shall perform any structural alterations or modifiptions required M• any governmental law, order or regulation now or hucaftu existing regarding seismic safay. 8.1.1 ]=mernencis. In the event of an emugcnry, Tenant may, afro using reasonable etfons to give Landlord such splice as may be reasonable [coder the drtlrmstanar, make any repairs required of Landlord hereunder to the extent reasonably necrssan• to secure the Prr.,.ie~e or present injury to person or property. landlord shall reimburx Tenant within 20 days of Landlord's receipt of T~tan['swritten demand for the cost of such repairs accompanied by copis of the invoices. which cost shall be reasonable undo the drtuntstattar. 8.11 Failure to Repair. If Landlord fails to commence any of the repairs required to be made by Landlord under this I.case within 30 days after receipt of writtca notice from Tenant of the neasvty therefor (or thertxfru fails to prosecute the same diligertUy to completion), Tettani, in addition to spy oUtu rights it may have hereunder shall have [he right but not the obligation to make said repairs on behalf of LandlortL and Landlord shall rrSmbtuse Tenant for the entire reasonable cost thuwf within 20 days of Landlord's rtxxipt of Tenant's demand accompaaicd by copis of the invoiar. 8.1.3 Non-Interference. Landlord shall trx commucially reasonable eSotu to make any reAa+rs. additions or :rations. in. about or affecting the Premises or adjoining p~-.,.1~ during non-business hours and with minimum disruption to Tenant's business and shall pmtnpUy restore the Premiss following any such work. 8.1.4. Certain Costs. IC in ordu to satisfy the requirements of any governmental laws, ordinanar, stamts, orders and regulations which are not in exiAeax on the dart herto[ Landlord malts any slNCittral alteratioru. structural changes, structural repairs, or swcttual additions to the Premises, Landlord's auual and reasonable cost of so doing shall be amortised on a straight line bazis. without intust ova a »sefitl life of 20 vests, and the monthly installments of the cost shall be added to the monthly installments of Unimproved Rmt By way of exarnplc, it the cost to Landlord was 572.000, then, from and aftu the completion of st!ch work, the monthly iasWlmrats of Unimproved Ren[ othawix due would inarau by 5300 pu month until the expiration or sooner termination of this Leax or the date that the enure T72.1HI0 is amortized. whichever is earlier. 81 Tenant. Except for the portions of U!c Premiss expressly required to be maintained by Landlord under Section 8.1. and exc~t az su forth in Settiea 10.1, Tenant, at Tenant's expense, shall maintain the Premixs in good order, rnndition and repair. inducting, without Simitation sabf!oors and flop: coverings, walls and wail eeverings, mechanics;. eleeuical. and plw-nbing 7•rtc:ns. doo.~, windows. parking low, znd tuck aprons, g~uers and downsyou-s, iancsr-.spine and arr gnage, and shdl~ maintain the Premtxs in a manner cempa:rble will! the curdards of a ::st class retail operatics Tcnznt shat. enter into reg;tiarly scheduled preventive n!aintenancdscrvia: cortraas with traintenanee contratto:s rtazonabh~ acixptabL- to Lan~Jord for uniting all hot water and heating and air conditioning synems and equ!pmer.; in the Frcrniss. in tht werrt Tr_nant fails. in the reasonable judgment of land:ord to maintain the Premiss in good order, trondi:ion sad repair, Landlord, upon ;[catty (20) days' wtinen notice to Tenant (or. in U:e went of an emugenry, after ruing reasonable efforts to give Tenant. such notice az mar be reasonable under the cirarrrts[ancs), shall have the nigh; to perform such maintenance, repairs or refurbishing at Tenant's eaputse unless mthin such time Tenant cornmenar so to do. At such time as Landlord developes the Project, Landlord will assume responsibility for maintaining the landscaped areas of the Premises that were originally part of Landlord's work. Tenant will pay a pro rata share of the cost of maintaining those areas, based on the ratio of the leasable area of the building co the leasable area of all buildings in the Project. Tenant will not be responsible for any ocher fees or costs (including/- ~•mon areas) with respect to the Project. ~• 9. i FSTbCFOCE:~'•]L'STT CaWSTLSTS.U~C E^_W93 Uall 08.7]9711.55 AV _~[/~, \f/ 1 9. ALTERATIONS. 9.1 Trade Fixtures' Alterations. Tenant mar install necessary trade fiattues, equipment and furniture in the Premier, provided that such hams are installed and arc removable withom structural or material damage to the Prerttisa or the Project. Tenant shall not construct, nor allotr to be conrirocted, any alterations or physical additions in, about or [o [he Premises (except interior non-structural alterations) without obtaining the prior wrinen rnnxnt o{Landlord, which conrstt shall be conditioned upon Tenant's comptiantt with Landlord's reasonable requirements regarding conriruction of improvements and alterations but such consent otherwix shall not be tnreasonably withheld. Tenant shall submit plms and spccificatioru to Landlord with Tenant's. request for approval. Tenant will notify Landlord, for informational ptrrposes only, before undertaking any intuior non-suurnual alterations the cost of which Tenant reasonably expecu to cxccd 5100,000 in the aggregate in any 12- month period. Whefhv or not notice to or conxnt of Landlord is requireQ Tenant shall file a notice of eomplaion after completion of any work tmdv this Section 9.1 and provide Landlord with a ag• thereat and shall provide Landlord with a sU of "az-built" drawings for any such w,ork• 9.2 Dama¢e: Removal. Tenant shall repair all damage to the Premises cattscd by the irrstallatioo or remotest of Ter[an~s fixtures. equipmeaL furniture and alterations. All such removals and restoration shall be acoomptished in a good arrd w'orlananlike mannv and so az not to taux any damage to the Premises or the Project whatsoever. 9.3 lens, Tenant shall promptly pay and discharge all daims for labor pCrfottned, supplies furnished and senica reodc[ed at the request oC Tenant and shat) keep the Premises bee of all mechanies' and materialmen's liens in connection therewith. Teoant shall provide at leas[ ten (10) days prior written notitt to Landlord before any tabor is performei svpp(is furnished or senitts rendered on or at the Prcrnixs and Landlord shall have the right to post on the Prcmi_cs notices of non-responsibilin•. u any lien is filed, Tenant shall caux such lien to be released and removed, bt• bonding or oWcrwise, with reasonable promptness, but in any etent within thim (30) days afiv Tenant rectivs noun thereof, and if Tenant fails to do so, Landlord may bond such lien or take such other action az may be nearsarv to remove such h~ provided that Landlord shall no[ pay the lien claimant artless Tenant's failure to bond or otherwise remove the lien continua for ten (!0) days afiv Tenant's rixeipt of a second notice from Landlord, notifying Tenant that the thim• (30) days have expired and that Landlord intends to pay the claimant 't'enant shall pay Landlord any amounts expended by Landlord undo this Section 9.3 togahv with interest therms at the Applicable Interest Rate from the date of expenditure 10. USE. 10.1 Use of Premises. Exocpt in the acne of an assignment or subletting for ano[hv use prrrstrant to Landlord's conumt tmdv Saxioa 15.1, the Premises shall be used only for the Permitted Usa set forth in the Hazic Lease Information and for no other uses. Tenant's use of the Prertdsa shall be in compliance with and subject to all applipble governmental lawn otdinantxs stamta, orders and rcgWatioru and any CC&Rs or any supplement thveta recorded is nay offidal or public t'nrords with respecx to the Project or any portion thermf. In no event shall the Premises be cued for any of the Prohtbhed Uses set forth on xhibit attached herao. Tenant shall comply with the rules and regulatioru attached hereto az Exhrtdt F together with such reasonable additional Hiles and regulations az Landlord may from time to time prexribc and which do not impox any Material Change in the terms of this Lease (az defined in Section 16.4). Tetrant shall not commit was:, auload the floors or riructure of the Premises. subject the Premiss or the Project to any use which would damage the same or mmrase the risk of loss or tiolate any insurance coverage; permit arty unreasonable odors, smoke, dust gas, svbstanct< Horse or vibrations to cmarratc from the Premises, or take any action which would corutitutc a nuisantt or would unreasonably disturb, obstruct or endangv any other tenants of the Project Tenant shall promptly comply with t}e nxtonable requirements of any board of fire insttrantt underwriters or othv similar body now or hereafter corrstimtc.i . ferrant shall not do any act which shall in any way encumber the title of Landlord in and to the Premises or the Projez Notwithstanding the foregoing, thve shall be no obligation on the pan of Tenant to comply with am of the foregoiL 'ovurtmental laws- ordinances. stamts. orders and r_gttlations, CC&ILs, or the requirements of any board of fare insttrat~: mdenvriters er similar body, which may reyuirc :viratu-el alteretioru• strucNral changes, nmctural rcpairc or strurnt,J additions, all of which required riluaerzl alterations, clrangs, repairs or additions shall be the obligation of Land)o:d subject in the ~ of ccrt::tn reyu:rements of lat•+ to Section 8.1.4) unless rtadc necessary b!' the negligence or default rf . errant in which want. Tenant stall comply st its e~penx. 10.2 Continuous Oncration Tenant will'eontinuously condntt its business at the Premixs during Tenant's narrr_! usiness },ours, Mondat•s through Saturdays. legal holidats excepted. Nothing herein shall prohibit Tenant from opctta=e x business on Sundays at Tenant's option. Tenant shall not ceese is business at the Premiss for ant- period exceedi` very (30) days, utilss such closing is necessitated by taking of invcnton•, remodelling or "resets" of the Premixs. dama~- r destruction to the Premiss. or matters within the panicle- of Section 18.13, and any closing pertrtined b~' this semen hall be of reasonable duration only. Tenant shall maintain a full staSof employees and an adequate stock of merchandi~. lotwtlhstanding this Section 10.2, Tenant may cease operation (but ttithout discontinuing payment of Rent or performan:r f Terranl's other obligations under this Lease). in which event ttssation of operation shall not constiNte a default. Y 10. R.AI EST. 9CROCE~.TliS7T: C.~1STL'ST\S DOC 6^_G9i Uafi 08 ~].9311:SS.lV ~ ~ Tenant remains dose.: for four (a) consecuuvc months, then at any time until such umc. az anv. az Tenant resumes operation. Landlord at its opuon mac tentunate this Lcate be thim• (30) davs' w•rinen noti« to Tenant in w•hieh ettnt fertant shall surrender possession of the Premises in the condition rcqui red by this l..ease• and this Lean shall terminate with no funkier liabilitc of tither pain' (subject only to such obligations as expressly survive expirauon or termination of the Least). Mc st3ch noti« to Te"nant shall be final. 10.3 Exclusive Use. Landlord oovenanu and egrets that so long az Tenant is operating a computer store in the Premises, Landlord shall not use, Ieau or permit the use of any portion of the Project az now or hereafter exiting, for the operation of any Competing Business, az herdnaftcr defined. Tenant shall also have the right in anp~cvcnt to obtain injunctive relief against the continuan« of such Competing Business. The covenants contained in this Section arc both real and personal and shall run with the land, and shall bind and inure to the benefit of the parties and their suoarsocs and as9gns. landlord agrees that upon request of Tenant Landlord shall exxute and deliver to Tenant a shoe form or memorandum of lease, in rcoordable forty retiring the restriction contained herein subject to [he provisions of Section 18.1.9. Landlord further agrees that Tenant may, at Tenant's option rxord the same, svbjca to the previsions of Section 18.1.9. As used in this Least, the recce "Competing Businus' shall mean any btuiness that devotes, in the aggregate, twt:niv five pettxnt (25°/.) or more of its Moor spa« to the sale displac of or offering or exposing for salt. in any combination any of the goods and srnice permitted undo "Permined Uses" is the Basic Lease lvfort»ation. "Competing Business" shall not include any cue by an existing tease[ permitted under an existing (rase without the need for Landlord's eonxnt thereto, nor avv renewals or extensions of such lease. but shall include an expansion of the spa«.demised under such lease or under a renrnal, extension or replacement ttrtlas such expansion rtstilu from an existing tenant's exercise of an enfortxable option tinder a lease existing on the date hermf. 11. ENVUtONME?.-T'AL M•gTTERS. 11.1 Definitions. As used herein: • 11.1.1 "Haardous Materials" means anv chemical, substance, material, tonvolled substan«, objxt condition. wane. firing orgamstn or combination thereof which is or may be hanrdous to human health or saferv or to the .environment due to iu radioactivin•, ignitabilin•. oorrosivity, rcaaivity, etplosivity, toxicity, carcinogenicity, rnumgcnidn•, phvtotoxicin•. infcaiottsnest or other harmfiil or potentially harmful proprrties or effects, including, without limitation pcuoleum and pevoleum products. asbestos. radon polvchlotina[ed biphutyls (PCBs) and all of those chemicals. substance. materials, mnvoUed substartas objects, condit(ns, wastes, living organisms or combinations thereof which arc -pow or become in the ftmve Usted, defined or regulated in any manner by any Environmental Law• based upon directly or tiirealy, such properties or effects. 11.1.2 "Emirottmental Lars" mraru any and all federal. state or local emironmcntal, health and/or safen'- related laws, rcgulatiotu. standards, dedsions of courts, orditunar, rules, codes, orders. detxee. direaitcs. guidelines. permits or permit eonditioas. currently eusting and as amended, enacted. issued or adopted in the futtue which are or become applicable to Tenant the Premises. the Building or the Project. 11.1.3 'Environmental Condition' means anv• adtersc condition relating to anv Hazardous Materials or the entironment including stufaa Hater. groundwater, drinking water supply, land surfa« or substtrfa« strata or the ambient au and includes air. land and watu pollutants, noise, tibtation light and odors. 11.1.3 'Speafied Environmental Condition" means any Emirortmental Condition to the cnent resulting (a) from the eras or omissions of landlord or any of landlord's Panic (az defined in Section 11.3 below,), or (b) from any condition which Tenant proves to have been c~isting on or prior to Augtut !0, ] 993, being the date of Tenant's initial entn' onto the Premises, or (d hem any condition identified in either Phase Une Report. or (d) from an:• migration onto or tinder the Premises of any condition or substance des-rio.••d in e!thrr Phase One P.cpon; but only to tttc cxien! that znv' ei the foregoing Isere not read or contributed :n b) Te,tant or anv• ofTenan!'s Patties. 11.1 S 'ldoa•SpeciSed Environmental Condition" incest, cry Environmen•,al Cerdi;ion other than. or except to tits extent corwtu:ing, a Specific! Environmental Conditon. 11. i.6 "P~.e One trepans" mpns the reports furnished by Landlord to Tenant dated March 28. ! 990 and Augtut 20, 1993 prepared br Comrrse Environmental West zed by Dames & hfoore. respectisnh. describing certain environmental conditions in, on. or under the Prenuses and ttnain neighboring propem•. 11.2 Tenant's Oblieauons Tenant shall not cause or permit. nor allow anv_• of Tenant's employees, agents. customers. tisitors. invitees, li«tu.-~. wntraaors. assignees or subtenants (colleaitels'. 'Tenant's Panics") to cause or pernut. am~ Hazardous Materials to be brought upon. stored. manufactured. generated. blended, handled. rcc~clcd. vested. disposed or 11. dE.a EST \_C.OCE.`=T'S^: CA 1STl'STS.DOC E'49i U.fi 06n L9311 f!.~V used on. undo e: about the Prcmisu or the Project. except for routine office and janitorial supplies in usual and customan~ quantities stored used and disposed of in accordance with all apphcrble Eniironmcntal Lars. Tenant and Tenant's Parties shall comply wtth all Environmental Laws (eseept to the ea~enl the siolation results ,from a Specified Environmental Condition) and prompti}• notify Landlord of the violation of any Enviroruncntal Law or presence of any Hazardous Matenals. other than office and janitorial supplies az permined above, on the Prcnusa. Landlord shall have the right, at reasonable times and intervals, after reasonable notice to Tenant to enter upon and inspect the Prunises~and to conduct tests. monitoring and investigations. If such tests indicate the presence of any Non-Specified Environmental Condition Tenant shall rrimbtrrx Landlord for the cost of conducting such tests. In the event of any such Noa-Specified Environmental Condition Tenant shall promptly take any and all steps naxcsary to rectifi' the same to Landlord's reasonable satisGc[ion or shall, at Landlord's election rrimburx Landlord, upon demand, for the reasonable cost to Landlord of performing rectifying work The reimbursement shall be paid to Landlord in advance of Landlord's pertomilng such work based upon Landlord's reasonable estimate of the cost thereof; and upon completion of such wort: by Landlord. Teaan[ shall pay to.Landlord any shortfall within thirty (30) days aher Landlord bills Tenant therdorc or Landlord shall within thim• (30) days refund to Tenant any czars deposit az [he case may bc. 11.3 Lndemnifimtion Tenant. Subject to Section 7.3.5 and Section 7.2, Tenant shall indemnify, protect dcfcad (by oourtsel actreptable to Landlord) and hold harmless Landlord and iu partners, directors, offscers. employees, shareholders, leaders, ageau, wntiattors and each of their rts(rectite successors and assigns (individually and oollxtively, "Landlord's Parties') from and against any and all claims, judgments, catrses of action damages, penalties, fines, taxci costs, liabilities, losses and c~penscs arising at any time during or after the Tenn az a result (dirxtly or indirectly) of or in connxtion with (a) Tenant and/or Tenant's Pavia' breach of any prohibition or protision of the preceding section or (b) [hc presence of Haurdous Materials on. under or about the Premises or other propem as a result (duectly or induxtly) of Tenant's and/or Tertant's Panics' attitities, or failure to act in connection with the Premises. This indemnity shall include the reasonable oust of any required or oecessarv repair, cleanup or detoxification and the preparation and implementation of any closure momtoring or other required plans, tvhcthcr such attron is required or nearsan• prior to or following the termination of this Lease. Neither the wtinen consent by Landlord to the presence of Hazardotu Matuials on tinder or abom Ure Prcntises, nor the svitt complizna by Tenant with all Entirottmcntal Laws, shall excuse Tenant from Terant's obligation of indernnifi- ration ptrrsuant bcreto. Tenant's obligations purstrant to the foregoing indemnity shall survive the termination of this Lease, Nothing in this Lease shall be construed to require Tenant to indemnify, protctt. defend or hold harmless Landlord or Landlord's Parties from any of the foregoing to the e~lent arising az a result (directly or indirectly) of or in connection with any Specified Environmental Condition. 11.4 wed Environmental Condition Landlord shall promptly comply with any order of any court or governmental or admimstraute body concerning the rcmediation of any Speed Environmental Condition subject to any lawfiil right to contest or appeal. Subject to Section 11.5 bclon•. Landlord may ttse any rnmmercially reasonable method of remediation so long as the mctbod satisfies the requiremenu of the order. Whether or not such an order is issued ii doting any period during which az the result of a Speed Environmental Condition or due to the perfortnanct of any work to rcmediatc the same. an>' part of the Premises is untenantable or Tenant is prevented from operating iu business therein in the normal xurse the Rent and other charges payable hereunder shall be abated in proportion to the leasable area of the Premises so tSxted. If the untenantabilin• or inabilin• is so extensive az to render the Pretnisa substantially unfit for oocupanc~• by tenant for the normal condutt of iu business. the Rrnt and other charges payable hereunder shall abate until such time az fetrant is able to resume the oondutt of iu business. uanv such rent abatement continues for more than one hundred eighty '180) days. then tmtil such untenantabilitc or inability has ended. (i} Tenant shall have the right to terminate this Lease by sixty (60) days' wtinen notice to Landlord at any, time after such one hundred eighty (180) day, period, which notice shall be void iL within thim• (30) days after the date Landlord rxcives the notice, the Specified Eatironmental Condition is tmediated the Premises arc restored to tenantable condition and Tenant receives written notice from Landlord of such aces, togettier with a reoen to such etTect froma duly licensed and gtralified engin~r with recognized experience and noutaticn in emtwvtental maaers. and (ii) LandlerG shall ha~c the sight to terminate this ;..ease by thin' (30) days ~-.inet: notice to Taunt at an.' time ati~r such ore ftund,txl eighty O80) day' rxrod tvtless, within such thim (30) da_;s. futart agrczs to Qaivc the abatement of Rent and ether charges (but not a .y pace abatemxnt) and rename paying kem and >thet charges notnitnstanding tcc untenanubilin' of rrabihty V Tcnan; agrees to waive the abatement then (a) this Leases Lall continue i0 c$ect (b) Landlord sha!1 use commerdaly' reasonable e8ot to remu/iate the Specified Ervirortmznta! :ondiuon and rozore th? Premises to tenantable condition as pronip:ly az possible. but in ant' event t:tthin one year from he date (ttte'Atetement Date") that the unterantabilin' or unusabilin' began, (c) Tcrant shall pay, twtent and future Rent nd other charger as Lhc same become due. bu! shall not be obligated to pay arts Rent br other charges abated in respect of he first one hundred eights (180) days of the Rcnt abatement and (d) Tenant's right to terminate the Lease under clause (i) ~f this Section 1 i J. shall terminate. except as set forth below'. U the remediation is not completed by the end of the one car penod. the z~tement of Rent and other charges will resume as of the anniversary of the Abatement Date. At arts time .tiring or after tae 11th month from the Abatement Date. Landlord may again notify Tenant that Landlord elects to erminate this Lase b}' shim' (30) days' \\nien notice to Tenam unless. within such shim' (30) class. Tenant agrees to .nice the ne~1 sty months' abatement of Rem and other charges not~\ithstanding the untenantabihr\• or inabilit\-. U Tenant 12. tA;._ZST]~CnO=]TL'S;'?_U~LSTl:ST'S Dp: r]G 9i Pali p6.`)o3I155 A,\I _. so agrtts. Landlord will continue to use commercially reasonable eQoru to complete such attivitis within Ne next srx months. and the parua shall procxd as set forth in clauses (a) through (d) above for such six montlu, after which time LantLord'S option to terminate the !.cast and Tenant's option to waive abatement of Rent and other cturges stall be revived. and so on at successive six month intervals until the Specified Environmental Condition is remcdiated or Tenant deelina ro agra to waive the abatement. In the event that this Ltase shall be terminated as a stilt of a Specified Environmental Condition if any Rent or othu charge has been paid in advana, Landlord shall refund to Tenant alt sums so paid for the period after the date of untenantabilin• or inability to operate (othu than amounts in rapca of any period as to which Tenant has waived the abatement to the extent such penod has elapsed). 11.5 Intcrfercna. Landlord shall use commercially reasonable efforts to prevent or minimize any interference with Tenant's business operations in the Pruaisa in conntxxion with Landlord's aaivitia under Section 11. ! 1.6 Tenant's Rieht to Remediate Y Landlord fails to commence any rcmediation of a Specified Environmental Condition that results in the right to a full or partial abatemwt of Rent and other charges trader Sxtion 11.4, (whether or not required to be made by Landlord undo any ordu of am court or gwunmental or administrative body) within 30 days after written notice from Terran[ of [he necessin• therefor (or thereafter fails to prosecute the same diligently to completioa)• Te»aat in addition to any other rights it may have herwndu shall have the right but not the obligation to perform said remediation on behalf of Landlord. and Landlord shall reimburse Tenant for the entire rtxsonablc cost thetmf within 20 days of Landlord's receipt of Tenant's demand accompanied by copies of the irrvoica. 11.7 No Conseauentia] Damae'9. Tenant waives any and all remMia against Landlord and Landlord's Panic as a result of any Spccfied Environmental Condition other than Tenant's right to rcmediate and be reimbursed undo Section 11.6, and the right to abate Ren[ and other charge and/or to terminate the Lease.under Section 11.4. In no event will Landlord or Landlord's Partin be liable to Tutant for any consequential damages arising out of any Specified Environmental Conditioq including but not limited to loss of Sala, profits, or revenue, loss of leasehold improvements, brokerage fen, and moving expenses, 12. DAMAGE AND DESTRUCTION. _ 12.1 Casvaln•. If the Premises should be damaged or destroyed by fire or othu casualty, Tenant shall give immediate titter notice to Landlord. Within thirty (30) des}s afiu rxapt thereof: landlord shall notifj• Tenant whcthu the necessan• .pairs can reasonably be made within or one }rar from [he date of such notice. • 121.1 Las Than One Year. If the Premises should be damaged only to such eatcnt that rebuilding or repairs can reasonably be complued within one year, this Lease shall no[ terminate and, provided that irutrrance proceeds arc available to fulh• repair the damage, Landlord shall promptly commence and diligently prosecute to completion the repairs to the Premises, except-that Landlord shall not be required to rebtrild.repair or replace any alterations, partitions. future, additions and other improvements (colleaivelc• 'improvements') which may have been placed itt on or about the Premiss be or for the benefit of Tenant If Tenant is required to vacate all or a ponioa of the Premises dunng Landlord's repair thereoL or if all or a pan of the Premiss are rendered unfit for occupancy for Tutan['s use, the Bax Rent and other charges payable hereunder shall be abated proportionably from the date the same are rendered unfit by the fire or casualty or the date Tenant vacates all or a portion of the Premiss, as the cast may bc. [f [hc fue or tastralry was caused b}. the willful rniscoodutt or the negligence of Tenant,. its agents, wntraaors or emplmea, Banc Rent and other charges shall abate only to the extent rental abatement insurance proceeds are reor~ved by landlord. Any abatement under this Section shall continue only during the period the Premises are unfit for oocupancy for Ttrwtt's use. 12.1.2 Greater 7han_~nr 1_car '; the 'rrcntisa shrnild be sa damaged Utat rebuilding o- repairs cannot Ix com- plc;x within one year, either L;rdlord cr Tazani may tcmtinzte Iles L.tasc br giving written nctitx ivi.hin ten (10) da~-s after notice from Landlord srxcit}•rng such time pericvl of repair: and [ltis L_as: sha71 te.-n:inatr and the kent shall be abated from the da;c Tenant vacta the Frenusa. In the event that neither pam• elects to terminate this Lease. Landlord shall promptly mmmcnce and diligenti_: prostttrte to eomplerion the repairs to the Yrcntisa. provided insurance proceeds are available to reparr the damage (rscept that Landlord shall not be rtquired';o rebuiitL repair or replace any Improvements which may have been placed in on or about the Premiss by or for the benefit of Tenant). Notwithstanding the foregoing. Landlord shall not exercise its option to terminate so long as Tenant agrees to continue pa}ing Rent to the extent the same is not covered b}' the proceeds of rental abatement insurance. Except to the e~lent of such agrttment by Tenant Rcnt shall abate as set fonh'in Section 12.1.1. If Landlord fails to commentt or complete the repairs. Tenant shall have the rights set forth in Section 8.1.2 to complete flit repair or restoration. f~. •.J LEST\9CR(x:E~.TI;STT: C~`1STi: S'r~5 D0~ E:69i Pill oV.?]:531155 A\t afiu the dart of such damage or deswction. to exerasU. this Lease may be terminated at Tenant's option upon amnen notice to Landlord within si~T~ (60) days of such casual ~~. 12.2 Tenant's Fault. Uthe Premises or any portion otth Premises is damaged resulting from the negligence or breach of this L,eau by Tenant or ana' of Tenant's Panics. Rent shall not be reduced during the repair of such damage except to the eaten[ of any rental abatement insurance paid to Landlord, and Tenant shall be liable to Landlord for the cost of the repair nosed thereby to the e~lent such cost is not covered by insurance proceeds 12.3 Uninsured Casvalrv. In the event that the Premises or any portion of the Premises is~damaged to the extent Tenant is unable to use the Premises and such damage is not fully covered by insurance proceeds received try Landlord or in the event that the holder of any indebtednar settued by the Premises regtrirs that the insurance proceeds be applied to such indcbtcdnar, then, unlar [his L•nse is terminated by either patty under Section 12.1.2 or Section 12.1.3, Landlord shall repair such damage as required ba• Section 12.1.1 and 12.1.2. if the damage was caused by the as or omission of Landlord or Landlord's Panics, the ponion oC the repair not oovera! by insurance shall be performed at Landlord's expenx. Lf the damage was not nosed by the act or omission of Landlord. Tenant shall reimburse Landlord for the reasonable cost of the repair, svbjett to the following. 12.3.1 Before undertaking any such repair, Landlord shall notify Tenant of the es[imated cost thereof and the amount not covered by insurance. At Landlord's option the utimate may be based on bids obtained by Landlord from reputable contractors for the repair ta•ork on either a stipulated stem or guarantxd maximum cost bazis. Within 30 daces after rxeiaing the esrimate. Tenant shall have the right to terminate this I.tase upon 30 days' notice to LandlorL subject to (a) and (b) below . U the Lease is not terminated, Tenant's liabilin• shall in no event exceed the amount of the estimate. (a) Lf Landlord prows that the damage was caused by the att or omission oC Tenant or Tenant's Partls. Tenant wilt have no nght to terminate under this Section 1 Z.3 unless either (i) the estimate exceeds the lesser of 515.000 or the actual deductible amount under the fire and all risk coverage then carried by Landlord or (ii) Tenant wvttld have had the right to terminate this Lease under Section 12.1.2 or 12.1.3, but Tenant shall in any event remain liable to Landlord az sa fonh in Section 12.2. (b) Landlord cart nullifi• any notice of termination by Tenant under this Section 12.3 by notifying Tenant that Landlord elects to rebuild the Premiss at Landlord's onn expense, and that Tenant will be entitled to an abatement of Rent and other charges az set forth in Settion 12.3.1(c). Any such notice by Landlord mtut be given within 10 businar dais after Landlord receives Tenant's notice of termination. Notice by Landlord undo this Section 12.3.1(b) will not be effcctiac to nullify Tenant's nods of termination if Tenant would have had the right to terminate the Lease pursuant to Section I2.1.2 or 12.23. (c) Lf Landlord rebuilds under Section 12.3.1(b), Rent and other charges shall abate to the extent set forth in Section 12.1.1, subject, howea•cr. to Sedion 12.2. 0 123.2 Tenant shall Iraat; the option of paring the reimbursement on a percentage of completion basis. with a 10 /o rctainage or defering rcimburxmcnt until the repairs are completed and Premiss arc ready for Tenant's occupann•. 12.3.3 LfTenant elects to pay the reimburxment on a percentage of rnmpletion basis. Landlord sha]I submit its craw requests not more often than montltlc. accompanied by paid invoices, artificats of Landlord's architect and general xatractor aidcncing the percentage of completion and wnditional or unconditional lien waivers from all contractors. nrb~ntrattors and suppliers. Tenant shall pay each draw requst within 20 days after submission. The final draw reeuest ;hall indudt :mconditional lien aaaivea. 123.4 UTcnam elects to deie: paying the :eimburscmcnt un:ii the repairs arc ecrnplca:l• and tt:e Premises ve reads far Tenant's occtrpanc~-, pa~tnent shall be due wi:}tin 20 derv; af'sr demand. accompanied br caidence of _arrdlcrd's tor. and Tenant shall. simultaneously. pa}' Landlord interst on the amount expended by i.andarG from the dare ).` expet:din:re through the date of reimbursement, at a rate e:!ual to the rate of interest charges to Landlord ba~ tnc nslitution from which Landlord boround the repair fuid;. nr. if Landlord did not boaoa~• he repair funds. Cher. a; a rate 'q:ul to the Reference Rate described in Section 3.2 (Ixing nvo percent per annum !ss than the Applicable Imerest RatU. _ 12.4 Waiver. With respett to ant damage or destruction which Landlord is obligated to repair or inap eleq to repair. cnan[ waives all rights to terminate this Leazc (except as caprssly proaided herein) pursuant to rights othenaise prescndc -~r hereafter accorded b~~ law. 14 i~l.L_ESTJ.9:FO;:E]~7l:ST' ULSiLST\}pp~ E]6 Si Pafi OS^_79)1??9 P]1 ,3. EMINEIJT DOMAIN. I3.1 Total Condemnation. if all of the Premiss is condemned by eminent domain, imrorxlr condemned or sold or othertiu com•eyed under thrwt of condemnation for any public or quasi-public ux or purpou ("Condemned"), this !.east shall terminate as of the earlier of the date the condemning authority takes title to or possession of the Premises, and Rent shall be adjusted to the dart of termination. _ 13.2 Partial Condemnation. if any portion of the Premiss is Condemned and such partial condemnation materialh• impairs Tenant's ability to ux the Premises for Tenant's business. Tenant shall have the option oC either (i) keeping this Lease in effect or (ii) tcrutinating this Lease such term~~~tioa to be effective as of the earlier of the date title vests in the condemning authority or as of the date an order of immediate possssion is issued, and Rent shall be adjusted to the date of termination If Tenant elms to keep the Lcau in effect, or if the penis! condemnation doa not materially impair Tenant's ability to uu the Premiss for the business of Tenant, Landlord shall promptly restore the Premiss to the eMen[ of arty con- deamation procttds recovered by Landlord excluding the ponion thereof lost in such condemnation. and this Leax shall continuo in frill font and effect except that after the date of such tiUo vesting Beat shall be adjusted as reasonably deter- mined by Landlord and Tenant or. if the parrs are unable to agree. then by appraisal using the prooedurt5 sei forth in Section 2.3.5. For puryoss of this Section 13.2 the Premiss shall be deemed unsuitable if, as a ruvlt of the Condemnation (a) the loading dod and truck turnaround area for the Premiss is. in Tenant's reasonable business judgment exerosed in good faith no longer suitable for Tenant's use (unless a substitute loading area satisfactory to Tenant ti provided within ninety (90) days of the Condemnation). (b) any means of ingress or egress or other means of aatss to the Premiss is altered so as to materially ad~crxh• affect the ilmv at traf5c ixt to, or from the Premiss (unless a substimte meant of acoss satisfactory to Tenant is pry~ided within mnety (90) des}•s oC the Condemnation). (c) the parking area of the Premises is reduced by ten percent (10°/,) or more. or is reduced below rho level required by law• (unless, in either case, substitute parking satisfactory to Tenant as to contiguity, location, configuration and condition is provided within ninety (90) days of the Condemnation), or (d) at !cast ten percent (10%) of the floor arm of the Building is taken and Tenant is not able to build substitute space at reasonable cost without loss of parldrtg, selling space, storage or axess or impairing liability of the Building from Edinger or Dcl Amo Street. Any dispute under this Section 13.2 may be svbmincd to arbitration under Section 14.4. 13.3 Award. if the Premiss are wholly or partially Condemned, Landlord shall be entitled to the entire award paid for '~ condemnatio4 and Tenant uaivs am• claim to any part of the award from landlord or the condemning authorin; rvided. however. Tenant shall have the right to recover from the condemning authority such compensation as mat• lx ..cparately awarded to Tenant in connetvon with vests in removing Tenant's merchandise. fumiturc. fixtures, Ieauhold improvements and equipment to a new location and, to the extent the same dos not diminish the award available to Landlord, fot loss of business and for the trnamortized cost of Tenant's leasehold imprott:ments, calctilatcdon a sttaight- linc basis. No condemnation of any Idnd shall be construed to constitute an actual or constmctive etiiction of Tenant or a breach of any express or implied ern~enant of quiet enjoyment 13.4 Temnorarv Condemnation. In the event of a [emporan• condemnation not crtending beyond the Term. this Lcau shall remain in effect Tenant shall continue to pay RenCand Tenant shall receive any award made for such condemnation e~ezpt damages to any of Landlord's propem•. Ira tempocan• condemnation is for a period which extends lxvond the Term. this Lease shall terminate as of the date of initial occvpancv by the condemning authority and any such award shall be distributed in accordance with the preceding section. 13. DEFAULT. N.I E~~ent ofDriault. The eccurrtrcr of am_: o,`the follotting cvems shill, at l.andlnrd's option. cortitute an "Evem of uefdult": 14.1.1 (Intcnticnatl_ ortcaed.) 13.1.2 Failure to pa}• Rcnt on the date t3 hen dlle and the failure continuine for a pcricx: of ten (f0) da}'s wfier Tenant's receipt of urittrn notice that Ule same is overdue: 14.1.3 Failure to perform Tenant's covenants and obligations hereunder (except defatilt in the pa~m3cnt of Rcnt) w•herc such failure continues for a period of thim• (30) days after urinen notitt from landlord; provided, how•n•er, if the name of the default is such that more than thim• (30) days are reasonably required for its cure. Tenant shall not be deemed to be m default if Tenam commences Ne cure 33nhin the thim (30) des}~ period and diligcnth• proselytes such cure to completion; 15. t TFa1_FST~I9CROCE]•lt:S7~ ULLSrti S71' fib: S r' S5 Cr h OE `D9311 55 Aft I d.I.A The making of a general assignment br Tenant for the txnefit of creditors: Utc filing of a voluntary petition by Tenant or the filing of an mvoluntan• petition b~' any of Tenant's crcdiwrs seeking the rehabilitation. liquidation or redrganization of Tenant under any law' relating to~ bankruptcy, irtwlvency or other relief of debtors and, in Ute tax of an imroltmtan' action the failure to remove or discharge the same within slaty (60) days of such filing: the appoinunem of a receiver or other ctutodian to take possession of substantially all of Tenant's asxu or this leasehold: Tenant's insolvenry or inability to pay Tenant's debu or failure generally to pay Tenant's debts when due; any coon entering a decree or order directing the winding up or liquidation oCTcnant or of substantially all of Tenan['s asxts; Tenant taking any anion toward the dissolution or Winding up o(Tenant's affairs: or the attachment excaruon or other judicial. xinue of substantially all oC Tenant's asxu or this leasehold: ] 4.1.5 The making of any material tnisrcprexntation or omission by Tenant or any svocessor in interest oC Tenant in am• materials delivered by or on behalf of Tenant to Landlord or Landlord's lender pursuant to this Lease; provided that if the rnisrepnscatatioa or omission tvaz inadsvtent no E~rnt of Default shall occur if Tenant eorruts the misrepresentation or omission within ten (10) days after demand by Landlord; or ]4.1.6 The omrrrenc ofan Event of Default xt forth in Section 14.1.4 or 14.1.5 with respect to any guarantor of this Lease, if applicable. - ' 14.2 Remedies. 14.2.1 Termination. In the event of the occtrrrentx of any Event of Default Landlord shall have the right to give a written terntittation notice to Tenant and, on the dart specified in such notice, this beau shall terminate unless on or before such dale all artran of Rem and all other Sums payable by Tenant under this lsase and all costs and exper~ incurred be or on behalf of Landlord hereunder shall have been paid by Tenant and all other Events of Default a[ the time existing shall have been fulls- remedied to the satisfaction of Landlord. 14.2.1.1 Repossession. Following termination. without prejudice to other remedies Landlord may have, Landlord may (i) paceabty re-eater the Premises upon voluntary strrtender by Tenant or remove Tenant therefrom and any ather persons oavpving the Premises, using such legal proceedings az may be available; (ii) repossess the Premises or rclct the Premises or any part thereof for such tom (which may be for a tom extending beyond Utc Term), at such rental and upon such outer terms and wndilions az Landlord in Landlord's sole discretion shall daettniae with the right to make reasonable alterations and repairs to the Prcmisa; and (iii) remove all personal property therefrom. 14.2.1 Untraid Rent. Landlord shall ha~ro all the rights and rrmedies of a landlord provided by applicable law, :nduding the right to recover from Tenant. (a) the tvort}t at the time of award of the unpaid Rent that had been earned at :Ile time of termination. (b) the wrorth at the Ume of award, of the amount by which the unpaid Rent that wobld have been earned after the date of termination until the time of award excxds the amount of loss of rent that Tenant proves could have xen reasonably a~roided. (c) the worth at the Ume of award. of the amoun[ by which the tmpaid Rent for the balance of the Term after the time of award exceeds the amount of the loss of rent that Tenant proves could have been reasonably avoidetL and (d) any other amotmt and cotut costs. necesun• to compensate Landlord for all deu'iment proximately eatrsed by Tenant's default The phrase 'tvotth at the Ume of anard-' . as used in (a) and (b) above, shall be computed at the Apptipble Interest Rate- and as used in (c) abm•e shall be computed by discounting such amount at the discount rate of Ute Federal Rexn•e Bank of San Francisco at the Ume of award plus one percent (1%). 14.2.2 Continuation. Even though an Event of Default may Gave occrured. this l.eax shall continue in effect for so long az Landlord does not terminate Tenant's right to possession; and Landlord may enforce all of Landlord's rights and ~unedies under this Lease. including Lhc right to recover Rcnt as it biomes due. Landlord, without terminating this Leax. crs~. eluting We ectiod'ren•+m is in default enter t'tc Frernrses and :e!et the same. or a_~v portion Utereo_°°, to Utird panics for Tenant's zctrun: and Tenam shall b hablc to Landlord for all ccrs Landlord incur in reletung the Pr-_m~scs, including, aidtout limitation. l-.rol;cn''r. mntissiorts. e~~r_.-ses of remodeling the Prenti~r.< and lilac costs. Rclct[iag may be for a period :hones or longs ;hau tae rccarnirg Term. T^_nan[ shall ~ronurue tc pay the Rent on the dale the same is due. No an by :_andlord her-_under. includins aar of maintenance. presenauon or efforts to )case the. Premises o: Utc appoinunent of a -ccci.•er upon 2pp!icauon of Landlord to pretett Landlord's interest under this Lease, shall terminate this Lease unless -.artdlerd notifies Tenant th~~ Landlord elects to terminate this L-case. In the event that Landlord elects to relet the 'rcmixs, the rcpt that Landlord receives from reletung shall be applied to cite payment of, fim, any indebtcdnus from Tenant to Landlord other than Base Rent and Real Propcm' Tapes: second, all costs, including maintettantt, inatrred by .andlord in reletiin°: and.t'urd. Ease Rent and Real Propem' Tares under this Lease. After deducting the payments referred to above. any sum r-maining from the rental landlord receives from reletung shall be held bt• landlord and spplicd in payment of future Rent as Rent becomes due under [his Leax. In no event. and notwithstanding anything in Section IS to the rnntran', shall Tenant be entitled to ant e~ttss rent received b\' Landlord. If, on the date Rcnt is due ender this Cease, the rent r~1~ed from the rcletting is less than the Rent due on that date. Tenant shall pa\• to Landlord. in l6 _ REA1. ESi \SIGRU^i\'ttiSr~ Ci..S^'S'r?'DOC E^_69i Ua/l OE9~.9)I LS<A\: "~'dition to the remaining Aent due. aJl costs. including maintenance, which Landlord incw-red in reletting the Premises t remain after apph'ing the rent received from rcletung az provided hereinabove. So tong az this l.cace is not terminated. ~ridlord shall have the right to remedy any default of Tenant. to maintain or improve the Premises. to oust a receiver to be appomtcd to administerthe Premises and.nc7v or costing subleazcs ahd to add to the Rent pa}able heretmder,all of Landlord's reasonable costs in so doing, with inlcrest at the Applipblc Interest Ratc from the date of such e7,penditurc. 14.3 Ctuntilatil'e. Each right and remed}• of Landlord or Tenant provided for herein or now or hereafter ydstiag at law, in equity, bby statute or otherwise shall be ewntilative and shall not preclude Landlord or Tenant from exercising any other rights or remedies provided for in this !,ease or now or hereafter existing at !aw or in egtiiry, b}' statute or o[herwise, except to the extern etpressly waived by any provision of this Lease. No payment of a lesser amount than the Rent nor any endorsement on any check or letter accompanying any check or payment az Rent (or az any amount due Tenant tinder this Lean) shall be deemed an accord and satisfaction of full payment of Rent (or such amount due); and the party receiving the same may accept such pavmetu without prejudice to the redpient's right to rceovu the balance of such Reat or other amount or to pursue other remedies. 14.4 AItBT'IRATION OF DTSPT)7'ES. 14.4.1 DISPI]TED DEFAULTS IN THE EYETT THAT TFJCwxr DISPUTES wHEIHER OR NOT TENMT MUST CURE M AILECED DEFAULT UNDER THIS LEASE AFTER BElNC SERlTJ/ BY LANDLORD WITH A NOTICE OF DEFAULT, TFNAM MAY SUBAfIT THE MATTER TO BINDING ARBITRATION AS SET FORTH BELOW, BUT SUBI.USSION TO ARBITRATION SHALL NOT SUSPFl.'D TENMT'S DUTY TO COAU' fENCE CV RE OF THE DEFAULT. IN THE EVFJ.T THAT THE ARBITRATION RESULTS IN A FINDING THAT TENMT IS NOT REQUIRED TO C17fE THE ALLEGED DEFAULT, TE.\MT SHALL eE FI.TiTLED TO REIAIBtntSEAtE'.T FROM lAr'IDIARD FOR COSTS INCI;RRED Bl' TENANT IN CURING OR COMMENCING TO CURE THE ALLEGED DEFAULT. 14.4.2 DISPLTED T2EIMBURSEStENT. LN THE EtTl.T LAND[ARD DISPUTES ANY DEMMD FOR REUtBURSEMENT OR REFUND 8Y TENANT, LMDLORD Aul' tl7THIN 30 DAYS AFTER RECEIPT OF TENANT'S DEMAND FOR PAYMENT SERVE A NOTICE ON TENAI.T THAT LANDLORD IS SUBaITITPIC THE MATTER TO BINDING ARBITRATION, AS SET FORTB BF1Aw', 1d.4.3 ARBITRATORS A,W DISAGREEA[Fl~T OR CONTROVERSY DESCRIBED 1N SECTION 14.4.2, 14.43, OR EISt.IYHEREL\ TFI35 LEASE, MAY BE SETTr rn 81' BINDING ARBITRATION TO BE ITEI.D, AND THE AWARD MADE, IN ORANGE COf1ATY, CAIJFORNIA, PURSUMT TO TTIE TBFl:-APP[CABLE RULES OF T8E MfERIGN ARBITRATION ASSOCIATION. IN SUCEi ARBITRATION. THE ARBITRATOR SNAIL 8E: (A) ANY PERSON SELECTED SY TIIE PARTIES TO THE DISPUTE, IF !• ARE ABLE TO SO AGREE WTIHIN IO DAYS AFTER MY PARTY REQUESTS THE OTHER TO SO ACRES, 7F NOT, (B) A THREFrMI:MBER ARBITRATION PMEi„ tt7IICH SHALL ACT BY MAJORITY VOTE AND WHICH SHALL CONSIST OF ONE MEMBER SELECTED BY EACH PARTY TO THE DISPUTE AND ONE MEMBER SELECTED BV THE TWO MEMBERS'SO SELECTED, tV80 SHAIJ, ACT AS CHA1RAtAN OF THE ARBil'RATION PANEL 1F T8E FIRST T WO ARBITRATORS ARE UNABLE TO ACRF~ ON THE SELEC[ION OF THE THIRD ARBITRATOR tYiTBIN 20 DAYS AFTER THEIR APPOINTMENT, THE THIRD ARBITRATOR SBALL SE SELECTED 81' THE MfER1CAN ARBITRATION ASSOCIATIDN. LF ONE PARTY REQUESTS THE OTHER TO ACRES ON A SINGLE ARBrTRATOR AND THE PARTIES HAt'E FAILED TO AGREE ON SUCH A SINGLE ARBITRATOR. AND ONE OF THE PARTIES THEREAFTER SNAIL FAIL OR REFUSE TO APl'OIr.T A PERSON TO THE ARBITRATION PMFL UNDER C7AUSE (B) ABOVE WITHIN 20 DAYS AFTER THE ORIGINAL REQUEST FOR ACR13~7,fElT ON A SINGLE ARBITRATOR WAS MADE, THE ARBITRATION PANEL SHALL CONSIST' SOLELY OF THE SINGLE ARBITRATOR SELECTED BY THE OTfiEfi PARTY. 14.4.4 FAILURE TO APPEAR. IF ONE OF THE PARTIES SHALL FAIL OR REFUSETO APPEAR OR TO PRESENT EVIDENCE AT THE ARBITRATION HEARING, THE ARBITRATOR(S) SHALL 8E Al1THORIZED TO ACCEPT THE EVIDENCE PRESENTED Bl' THE PART:' IN .A7TE~DANCE AT THE HFARfNG AND ENTER M AWARD BASED ON THE EVIDENCE PRESENTED. MtY COSTS OF AIiBiTRAT10N SH.V.L BE BORNE Bl' THE PART' AGAINST l1H0~1 THE AWARD IS M1fAnE., INCLUDING B•JT NOT LINi[TED TO THE. FEES OF THE ARBITRATORS. 1d,4.$ R_It1BURSEAtF~T. TEt:ANT \UY REI!.IAURSE ITSELF WITH RESPECT TO ,V.Y E1A'ITER DFSC'RBED IN SECTION li.i.2 AS FOLIAw'S, L.ANDL,ORD'S FAILURE TO SERVE A D~ttAND FOR ARB: CHAT.ION wTTHiN THE PERIOD DFSCT2IBED IN $ECIlON 15.4.2 51{ALL BE DEEh1En A N'Afl'ER OF ANl' OI1rF~lON TO TENMT'S DEMMD, MD TENMT, IF SOT REIPf bt'RSED BY LANDIARD, .`.La' RE:~IBGRSE ITSELF FROM, AND TENMT SHALL BE Ef•'I ITLED TO A CORRFSPONDII:G CREDIT AGAINST, SUCCEEDING RENT AND OT/{ER CHARGES, tITTH iNTERFSC AT TI{E .SPPLICAB LE 17•TERFST RATE FROM THE 10TH Dal' AFTER TENMT'S INITIAL DEMAND. iF LANDLORD TIAfELI' DE~IMDS ARBITRATION AS SET FORTH IN SECTION 14.4.2, TENMT SitALi. NOT REt~16URSE ITSELF PE:DING A\YARD OF T:IE ARBITRATOR(S). LF ANl' A.AfOUN7 All'ARDED TE~,tvT IN THE ARBITRATION IS NOT PAID Bl' L.4\DLORD wiTf11N TEN (10) DAPS FROA/ THE DATE OF Att'ARD, ll7TH t\TEREST FROM TI{E DATE OF TI1E a\l'ARD, TENA,~T BUY THEREAFTER REI ~fBI'RSE ITSELF FRO\I, AND TENANT SHALL BE ENTITLED TO A CORAESPONDI~C CREDIT Ar:AINST, SL'CYEEDING RE\T A.ND OTHER CHARGES, w7TH IATERFST AT THE APPLICABLE L~TEREST RATE FRO?t TIIE DATE OF THE Aw"ARD. IF Ml' A.tfOUKT AWARDED LA~DLO RD !]' TI{E 17. L'~.L_ESTpOCFOCE~~TI;ST~_CAV.ST'STVS.DOC 6.:63Sfhafi OS _]971155 A~1 ARBITRATION IS NOT PAID 61' TENMT uTTIiIN TEN (10) DAYS FT20Af TIIE DATE OF TIIE Mt'ARD, uT7If INTERIST AT TIIE APPLIGBLE 1NTERFST RATE FROM THE DATE OF TIIE Au•ARD, 1.A,NDLORD FUl' RTSORT TO THE REU EDI(S SET FO RTFi i\ THIS LEASE ttTrllOln' F11RTi{ER NOTICE, AS IF NO GRACE PERIOD EVER EYISTED. 14.d.6 CONSENTS: UTfiER MATTERS. 1F TENANT BELIEVES THAT LMDLORD fiAS UNRFa50NAB L\' \Y[TI{i{ELD MY CONSENT OR APPROVAL REQUIRED TO BE OBTAINED Dl' TIiIS LEASE, TENMT AT ITS OPTION AUY (BUT SItALL NOT BE REQUIRED TO) SUBTfIT THE REASONABI.ENE55 OF LANDIARD'S REFUSAL TO ARBITRATION AS SET FORTIi ABOVE IF THIS LEtSE SPECIFICALLY PROt1DE5 FOR ARBITRATION OF MY OTHER DISPUTE, EITI{ER PARTI' MAY DEMAND ARBTAATION OF SUCH DISPUTE NOTICE: BY INIT1Ar.ING IN 7fiE SPACE BEI.Oty VOU ARE AGREELNC TO HAVE ANY DISPUTE ARISING OUT OF THE AUTTERS WCI.UDED W THE "ARB[TIUTION OF DI$PtrtES" PROVISION DECIDED BY NEUTRAL ARBrTRATION AS PROVIDED 87' GrJF'ORNU I.Att' AND YOU ARE GIVD:C UP ANY RIGHTS YOU ~fICHT POSSESS TO HAVE THE DtSPUTE LITIGATED IN A ODURT OR JURY TRiAl. BY WITIALING [N THE SPACE BE[Aty YOU ARE CMNG UP VOIiR JUDICUL RIGHT'S TO DISCOVERY AND APPEAL. IJNLFSS THOSE RIGHTS AAE SPECIFICALLY WCWDED W THE "ARBtTRATlON OF DISPUTES" PROVISION. IF YOU REFUSE TO SUHM[T TO ARBITRATION AFTER AGREEING TO TIilS PROVISIONS YOU MA1' BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFUR.`:U CODE OF Cn1L PROCEDURE. YOUR AGREEMEh7 TO THIS ARBITRATION PROVISION [S VOLUNTARY. WE HAVE READ AND UNDGRSTM'D THE FOREGOWC MV AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS WCLimED W TI{E "ARBITRATION OOF DISPUTES" PROt7S10N TO NEUTRAL ARBITRATION. L\TT HERE: L.A.NDI.ORD 15. ASSIGNMENT AND SUBLETI7NG. 15.1. Consent Required. Except az provided below, Tenant shall not assign sublet or othertvisc trandci, whether voluntarily or involuntarily or by operation of late. the Premises or am pan thereof without Landlord's prior arittcn approval, which shall not be unreasonably withheld. Any purported assignment or subletting coovar}• to the protisioas hermf shall be void and shall constitute an Event ofDcfault hereunder. It shall not be reasonable for Landlord to withhold its consrnt to a proposed assignment or subletting unless Landlord reasonably and in good faith determines anv of the following situations exists or may exist: ' (i) [he proposed asdgnee'S or sublessee's intended use oC the Premises is not operation az a retail pore. or is for arty of the tLSes prohibited be ENltbit E- or_conflicts tvi[h any provision of the Lease other than the definition of -Peratitted Use"; or (ii) Tenant's net worth az of the date of Tenant's requrn for consent (az certified by a certified public accountant and prepared t~ithin a reasonable time bdorc the request for consent) is less than Tenant's net worth az of the date hereof. betng 516,000.000.00 ('T'etlan['s Base Net Worth'), computed without regard to changes in the Consumer Price Index (defined bclmv), but no objection shall be made under this clatlsc (ii) so long az the net wraith of the proposed assignee or sublessee az of the date of Tenant's request for consent (az anified by a certified public accountant and prepared within a reasonable time before the request for consent) is not less than Tenant's Base Nei Worth increased or dccrcaud in proportion to the percentage change in the Conmmer Price lndec All Urban Consumers (C.P.L-U). U.S. City' At•erage..411- ltcmr lydexcd (F?SZ-34=ItNJ) rose. reccn+J: a\aibbic as of tie daa: hereof znd such Endr.. s rocs: rt:cer.th' av;jiabic as cC the cax etTcnant's request: or - (iii) the proNlsed azsignee or =uSiasee lacl~s strffciznt b,LSUless eycrienre to conduct on the ?remises a basiness of a hpe and quality' at least equal to that condoned be Tenant, a being agreed tl.at at IwsT tlvee }'cars experience in the operation of at {cast rn'c stores shill be deemed cufficioti: or (iv) the proposed azsiglunent or subletting would (A) breach a covenant, condition or restriction m some other leax relating to the Premises, the Building or the Leax. or would CB) breach a covenant. condition or rrnnction in a bona fide mortgage or financing agreement t.ith an independent third pam' mortgagee or lender that is not convolled bv. in convol of or trader common control ttith Landlord. relating Io the Premises. the Building or the Lease. and Landlord. after reasonable efforts (at Tenant's expense) has been unable to obtain the neccssan• consent: or 18. i -R `aL_EST:\9CFOCE?'atiST_C:.1STL'STSDOC' S']69i[hafi U8^_Z9311 SS A\1 '--- h') the proposed assignee or sublessee (Al ius been required 67 anv prior landlord. lender or governmental ~thorin' to take remedial action in connection with Hajardotu Materials eontartrinaung a propcm if such contammation ..as other than de minimus and resulted from tree proposed azsrgncc or sublesscc's actions or ux of the propem- in question. or (B) is subject io any enforcement order issued by an}• gm•ernmental authority in wnneetion with the nse, disposal or rioragc of a Hatardotu Matuial and resulting from the acts or omissions of the proposed assignee or sublessee; or (vi) the proposed assignee or sublessee at am• time during the 10 yeah immediately preceding Tenant's rexiuest has been generally eatable to pa}- its debts or fulfill its obligations when owing, has been declared insolvent or has . filed for bankruptcy protection; or (vii) the proposed assignment or subleax would result in additional signage or parking regtrirrmenu for the Premises, treeless reasonable asstuance is given that a waive or variance Itas been or will Ix obtained; or (viii) an Event of Ikfatilt has occurred and is ebniintring undo this I.case at the time of Tetant's request for landlord's tlDnSCOt or az of the dtective date of such assignment or subletting. Any notice of disapproval must include a statement of reasons for landlord's disapproval. 15.2. Notice to Landlord: Election to Terminate. if Tenant desires to assign this Lease or sublu any or all of the Premises, except az to vaauaiotu petmimed by Section 15.1 blow. Tenant shall give Landlord wriaen notice thereof with wpis otall related docuaresu and agrcemenu associated with the assignment or sublease including without limitation. the financial statemenu of any proposed assignee or subtenant fom-five (45) darn prior [o the antidpated effective date of the assignment or sublease. Landlord shall have a period of thim• (30) days following receipt of such notice and all related doaunenu and agramenu to aotifj• Teaarit in writing (a 'T~^^i++~tion Notice") of Landlord's approval or disapprmal of the proposed assignment or sublease or to notifi• Tenant that Landlord deexs to terminate the Lease (or. in the case of a sublease of less than the entire Premises. to amend the Leax so az to delue from the Premiss that portion proposed to be sublet, in which event Use Rent shall be prorated based on the ratio of the floor area of such portion to the total floor area.of the Premises pnor to such amentimeoq, in which event the Isase shall tetmi~~te (or be so amended) az of the date set forth in Landlord's notice, which shall be not less than 30 noranore than fiq days from the date of the notice, az Wough wch date were the dart 5xed for the expiration of the Tura.. Tenant racy ntdlify the Tamination Notitx at any time within fire (5) business days afiu Tenant rettives the T~*+*i~~tion Notitz, by notifying Landlord.in writing drat Tenant withdraws its .yatent to assign or subld. if Landlord fails to gitro the Tcmrin~r*on Notice, Landlord will not tuueasonably withhold iu °t9wt to an assignment of the Lease be Tenan[ or a sublose of the Premises (or the portion thereof described in Tenant's .ice), duumined in aocordana with the aitaia set fork in Seaioa 15.1 above. 15.3. No Release. Landlord tnav. withotu waiving any righu or rcmedits, collect rent from the assignee. subtenant or otxarpant and apply We nu amount collected to the Rent Tenant shall continue to be liable az a prindpal and not az a guarantor or surtxy to the same eraent az though no assignment or subletting had been trade Landlord may consent to snbsequeat assignmenu or subletting of this Lease or amendmenu or modifications to the Lease by assignexs of Tenant witboar notifying Tenant art anv successor of Tenant and wi[hout obtaining the'v consent No permitted traadu shall be cffetxitK until there haz been dclncred to Landlord a counterpart of the transfu instnunem in which the transfuse agrees (a) in Ute eax of an assignment to be and rtxnain jointly and stvrnllc liable with Tenant for the payment of Rent per- taining to the Premises and for the performance of all the tams and provisions of this Lease relating theruo arising on or afty the date of the transfu. or (b) in the rase of a subleas` that the cmenanu of tyre sublease shall be for the benefit oL and mac be entorccd b}'. Landlord. 15.4. Permimed Transactions. Nornithstanding any othu protision oC this Lease, in wnsidera[ion for the restrictions on change of rue su forth in Section lo.l. Landlord agrar :bat (a) Tutant sFa;e. Ix permiucd w:tiruut L3retJordk wuseat a assign or transfer Urc J_ax or sublet the PremEises to a corporation cr entity •~tat azsumes alt et Tenant's obligators and either (ij a,ntrols. is eonvolled bc, or under ccrrinron ebnvol with Tenant but am assignment or [srn~er to a s+msieiian~ or other affiliate shall be permitted for cn!c so long as rash epmpany remains:. subsidian or other zSilia!e of Tenant or of Micro Elecuoma Holdings. !rte Tenant shat: not use this right to ddiberarcly rexiutt the financial recourse zs•ailable to Lardlorei. (ii) merges or ennsnlidates with Tenant (iii) acquires a substantial portion of the assets or stock of Tenant oc (iv) acquires a substantial portion of the asseu of Tenant at the Frcmises. (b) A transfer of riock among edsung shareholders of Tenant or to members of their indisidrtal family w-he;her b\• gift or dnix or b}• morns of an inter t-rs~os or testamentan~ tnrst or to emplo}•ees. shall not be prohibited and shall not require landlord's eonxnL nor shall a public offenng or sale of an}' or all of Tenant's stock (whether or not through an rmdentriter. imrstment banker, or similar intermediary through a national securities exchange, or o\~er the counur. be protubited or restricted. !9. +iUUt_ESr\\9CROCE\\7t;ST: GALL.STL'S'r~5 DOC E".9i L:an 06 _]c_. ~ •: ~\t (~) The granting by Tenant of licenses w operate departments ~~i Uun the Premises shall not lX eotssidered an assignment or subletting and shall not regwre Landlord's conxnL provided that the business conduged b~• the licenses is perrrutted undo this Lease, and tht licensees do not hold tlteniselvs out to Ute public as indi~idtul tenants in advertising or othcn~ise. (d) Landlord's right undo Section 15.2 to glen to terminate this Lease shall not apph• to anti traruacUon permitted by this Section 15.4. . 15.5 Outside Transfers 153.1 Any assignment. subletting, or other transfer of this Lease. the Premises or Tenant's interest in the Lease or he Premiss. shall be deemed an "Outside Transfer". except the following: (1) a transaction perrnittcd by ~ir[ue oCSection 15.4(a)(i), 15.4(a)(ii), 15.4(b), or 15.4(c); ~ ' (2) a transaction in which there is continuip~ of management, az described in Section 15.5.3: (3) a transaction as to which Landlord dos not cxerdse its election under Section 15.5.2 which election in u case oCan assignmenC subletting or other transfer for the Perminud Use described is the Basic Lease Information shall of be unreasonably exercised, based on the standards set forth in Section I5.1 (excluding Seaton 15(iv)(!3); - (4) the Srst azsignment subletting. or other transfer be Tenant. its svcossors, and aceigrts. other than a attsaaion described in clatics (1) through (3) of this Section 153.1: or (5) the second assignment subletting or other~traasfa by TcnartC iu~sutxessors or assigns. other than a 3nuction dsaibcd in clauses (1) through (3) of this Seaton 155.1. except that such second transaction shall not be an utside Transfer iC the transaction is one witch Landlord would be unrcaionable in objecting to under the criteria set foM Seaton 15.1 (excluding Section IS(iv)B). ISS.2 If an Outside Transfer oaurs. Landlord coati ghat to terminate Tenant's right to cxcreise the option in ~aeaal Terms for w~hr Tenant shallTha~ brn ~~ shall nonetheless continue in full force and eHba az to anti ndlord may exenise the elation only by w n en notix to T~ Any such noti« mast ~t of the Outside Trandei. th in this Section 15.5.2. In the case of an asst given within the tune set lttired. Landlord's notice of election must be given ~e earlitrb the date Landlord ootifis TenanLandl~rd~s~~the posed transaction or 30 days after Tenant requests Landlords consent to the transaction. In the rase of an assignment. fleeting or other transfer to wfiich Landlord's consent i; not required, Landlord's notice of election must be gjven within dais nits Tenant notifis Landlord of the transaction. 15.5.3 For purposes of Section 15.5.1. continairy of management shall occur i{ immediateh' following the ignment. subletting or other transfer. 51% of the management employes emp!oy~ by Tenant a[ the Prcttusa aediately prior to the transaction are employed az managcroene employees with raped to the Premiss, or SI% of the nagement employees employed b~~ Tenant (regardless of whore emploved) immediately prior to the transaction arc pl~'ed by the ttartsferee az management employes. Manageroeat employes shall be deemed to include any person with turn "manager" in his or her job tiUc. and an}• person holding any higher position or office in Tenant IS.S.< Nothing in this Lase shall be deemed to prcitlbit Testartt from entering into any Onside Transfer subject to the provisions of Sc.••tiors ! 5.1 and 15.7. LS'fOYPcI_. ATTC%k.NMEh'f A!.'D C(JgO~j~A-r ION, •.1 EsiODpel, Wi:7un ten (! O) days aftrr request be Landlord. Tatartt shall deliver art estoppel cenificam dtil}• executed '. acknowledged if requrred bti• an~~ lender), to am~ proposed mortgagee, purchaser or Landlord, setting forth such rmation as to the Lease, an~ amcndmems thereof. option terrtts_ Ute daft to which Rcnt haz bcer. Laid, and other matters bl ~reque~ Tenant sha It notgbe requaredtto agreer to osr staz`.proposed mongagce, purchaser or Landlord shall orial Change (as defined in Section 16.4) in this Lease Tenam failupreno de i[er said s~atement n-tit} insten (10) darts notice from Landlord [hat the first ten (J 0) else period has expired shall be an Event of Default hereunder and shall be lusive upon Tenant that (a) this Lease is in full force and e5ect. without modification except as ma~~ be rcprescnted b~~ ~ ESr'~9CR0[E`.l Z~' -- tUSt)\• Cg1tSTl;ST\S DOC r,6 S~p~r~ pg _~y311 Si aft _ Landlord: (b) Utere arc no uncured defaults to Landlord's performance and Tenant has no right of od~x~ counterclaim or ~~ deduction aCatnst Rem hereunder. and (c) no more than one month's Base Rent haz been paid in ad.•ance. 161 Subordination. This L.easc shall be subject and subordinate to all ground leases and the lien of all momeages and deeds of trust which uoEV or hereafter aIIea.thc Prenuses or the Project or Landlord's interest therein and all amendmenu thuuo• all without the necessity of Tenant's execueing fttrthcr irtswmenu to effect such subordination, prosiocd that the holdu of any such ground lease, mortgage or deed of oust agrees in writing to rxogniu Tenant's righu undo this Lease and iltat Tenant's rights hereunder shall not be disturbcrL so long az no Event of Detatdt shall exist and be continuing. Tcoant acknowledges that such agreement may contarn other provisions typid of non-disnubance and anornmeni agreemenu. Landlord.agres to use the following efforts to obtain for Tenant a noa•disturbanoe agreement substamually on the rums oC Exhibit H attached huuo: Landlord will tendu the form of Exhibit H ro the proposed Mortgagee (as defined in section 17.2)• inform such party that Tenant has requested anon-disturbanx agrament in substaatial)y that fortes and refu such pane to Tenant and its counsel. If requested. Tenant shall execute and dcliva to Landlord within tea (l0) days afro Landlord's request w•hatevu daamentation that may reasonably be required to furthu etfeet the provisiotu of this paragraph. provided that the same does not attunpt to make any Material Change in the provisions of this Lease Landlord waranu and represenu Thal az of the date hereof there are no ground leases, mortgages or dads of trust affecting the Premises, and covenanu that therc.shall be none until afro the possession has been delivered to Tenant 16:3 Anornment. In the went of a foreclosure proceeding, the exercise of the power of sale under any mortgage or deed of trust ar the termination oC a ground lease Tenant shall. if requested. anon to the purcttazcr [hereupon and rtxbgniu such purchaxr az Landlord under this Lease: provided howeter. Tenant's obligation to attorn to such pur~_~-* shall be conditioned upon Tenant's receipt of a nondisnubance agreement. 16.4 Material Chance. For purposes of Sections 10.1. 16.1 and 16.2. a proposed change to this Leax shall be deemed a "Material Change" if the proposed change could: affect the size. dimuuioa lomtion visibilih• of or soars to the Premiss: or increase the Rent or other sums to be paid by Tenant hereunder. or increase the risk of liability or loss to 7cnanL• or materially affect any right or obligation of Tenant hereunder (it being agreed for example. that a requen for the sending of additional copis of notices or minor changes to the notice periods provided with respect to notiar to be furnished by Tenant shall not be deemed rnatelial change in Tenant's righu or dbligatioas). • 17. DEFAULT BY LANDLORD. -- 17.1 Notice to Landlord. Any amouau payable b)• Landlord to Tenant shall be due within twenty (20) days afro demand y TutanC unless this Lease erpressly sus forth a different time for payment. Afro expiration of the applicble time, .'eaant may send notice undo Section 3.2 that the amount is m•udue. Landlord shall not be in default under this Lease trttless Landlord fails to make such pacmcnt Within rnt:nn• (20) days (or such longu time az tnay be expr~ly 5`t forth in this Luse) afro Tenant's initial demand thcrdor. or fails [o perform any other obligation required of Landlord within a reasonable time, but in no event later than mnnry (20) btuiness days afro wrincm notice by Tenant to Landlord sad to each Mortgagee (defined below), specifying the nature of the alleged default: provided howeter, that iC the nature of the obligation is such that more than nscnt}• (20) business days arc required for performance. then Landlord shall not be in default if Landlord cornmcncs performantx within such nvutty~ay period and [hereafru diligently prosecutes the same to completion. Amounu payable by Landlord may be delinquent undo Section 3.2, and therefore subject to intact at the Applicable Interest Rate. tvhethu or not Landlord is then in default. 17.2 Notice to Moneaeces. Tenant agrees to give each lender or mortgagee or tntst deed holder of whom Tenant haz notice ("Mortgagee"), by registered mail, a copy of any notice oC default saved upon Landlord, prmided that Tenant haz beat previously notified in writing of the address of such Mortgagee. Tenant further agrees that if Landlord tzils to cure such ddaW: within the time prodded for in this Lease, then the Mertgagces shall have an additional thiry (30) d~z within which ?o avc such default. or ti st:ch default mruto[ rrasotubh• be cured .vitttin that time, then such additional titac a; :rw•: be ncce~~a~y ii: E~~tiur. said 3Cria.~ period. any Mengzg; c luu rn:nmer~^ed and is diligently pursuing u`~e remedies nx>san~ m aye the dcfaJi iinduding but not !united !o cotnmenccment of forecicsvc prxeed,nos if necessan~ :o e3ut ~ ~h cu re i. tit w•hieh evrm Uus Lease shall nn: tx terninatcd witiie such remedies arc being so diligently pursued. 17.3 No 1t,'an•er. Nothing in Sections 17.1 or 17.2 is minded to waive or at•ridgc Tenant's rights under Sc_,rons 8.1. 11.E or Is.a 21. °~AL_EST ~llCFOCE]NS7~ CA iSTl:Sl15 DOC E]G 93 Ihar~ oE'19ii1 SS A~1 IS. MISCELLANEOUS. IS.I Gcncral. 18.1.1 Entire Aereemenl. This Lease sets forth all the agraments betwun Landlord and Tenant concerning the ?remiss; and there are no agreements either oral or vv-ritten other than az set foM herein. 18.1.2 Time of Essentt: Commenttment of Cure. Time is of the essence of [his Lease. Whcnercr any provision of his Lease requirs either pam• to commence the cure of any default or to commence any repair, rnaintenaa~, alteration or 3ther work, within a given period of time, a pain shall be deemed to have commenced the required action iL in preparation "or such action the party in good faith haz taken any or all of the following actions in preparation Cor the performance of be required work or other action: preparation of plans or architectural or engineering studies, arranging for contractors or aboretr, ordering ma[erials and supplies. applying or preparing applications for any necessary governmental, permits: ueparation or filing of ootitts of oommenocmenL or constilting with ardtitects, engines, conswction tnanagcrs or Icgal rounsd for the purpose of an}• of the foregoing. 18.1.3 Attorneys' Fees. In any action or protteding which either party brings against the ocher to enforix its rights tereundu, the unsvooessfid party shall pay all costs incurred by the pmailing part}•, including reasonable attorneys' fes- vhich amounts shall be a part of the judgment in said action or proceeding. 18.1.4 Scverabiiity. if any prmision of this Lease or the appliption of any such provision shall be held by a rnurt dcompctent jurisdiction to be invalid, void or unenforceable to any excen[. the remaining provisions of this Lease and the .ppliption thereof shall. remain in full fortt and effect and shall not be affected. impaired or imalidated_ 18.1.5 Law•. This Leaze shall be construed and enforced in axordance with the laws of the stale in which the 'remiss arc located. 18.1.6 No Ootion. Submission of this Leax to Tenant for examination or negotiation dos not constitute an option o (ease. offer to lease or a tercnation of, or option for, the Premises: and this document shall become effective and binding my upon the execution and delivery hereof by Landlord and Tenant. 18.1.7 Suassors and Assiens. This Lease shall be binding upon and inure to the benefit of the svcarsors and signs of landlord and. subjai to mmpiiance with the terms of Sation I5, TenanL 18.1.8 Third Pam• Benefidaties. Nothing herein is intended to create any third pam• benefit. 18.1:9 Memorandum of Lease. This Leax shall not be recorded. Landlord and Tenant will. at [hc request of ither, enter into a shoe form memorandum of (case. in recordable form reasonably acceptable to Landlord As a rnndition ~ cxectrting a memorandum of Lease, Landlord may regttirc Tenant to execute and deliver a quio-claim decd. in recordable orm reasonably satis[actoq• to Landlord. releasing to Landlord any and all of Tenant's rights in and to the Premises _rdusive of am- tights pursuant to am judgment or judgment lien obtained by Tenant), which quit-claim deed Landlord cteby covenants not to trander. record or publish until the expiration or sooner termination of this Lease. 18.1.10 ARena•. Partnershio or Joint Venture. Nothing contained herein nor any acts of the partie< hereto shall be xrrred or eonnmed b}• the ponies hereto. nor by any third pam•, az creating the rclatioruhip of principal and agent or of artnership or of joint venture b}• the parties hereto or any relationship other than the relationship of landlord and tenant. 18.1.1' A!er er. The voluntary or other surrender of this Lease by Tenant or a mutual tancellatico therccf or a :rrnirzuor. by Landlord shall not v~oh: a meycr and shah. at the option of Landlord. terrtu:trc al: er any ex:nmm ~b:enancis or ma}'. at the option of Lartdio: d, operate as an assr¢3uncn::o Landlord of :,rte or a_1 of sr_h svbtenancies. :8. i.12 }ia:dires: In:e:~retauen. :~ection headings haee been ineened selu}' ar a rune: of coweaience a,ui arc of intended to define or (unit the scope of one of Cue provisions eontaincd therein. Esccp: zs otherwise sta;cd (i) "hereof', Hereunder" or similar terms. vvnhom reference to a specific sxdon or subdivision o.`'his :-ca_~.: rue::o this Lcasc as a hole: and (ii) references to a seoion or subdivision of this lease are imended to include all subdivisrers or subparzgraphs .`the referenced smion or subdivision. Whenever in this Lease any printed portion haz ban stricken our. ~•-hether or not ray relative provision has been added. this Lease shall be construed as if the material so stricken was never included herein nd no inference shall be drawn from the material so stricken out which would be inconsistent to am vvac with the ~nstrvction or interpretation vcltich would be appropriate if such material were never comarned herein. This Lease is w be xmed to have been prepared jointl~~ by the parties hereto and any uncenainp• or ambigw n~ ecrsting here ~ if enc. shall 22. n-.!. EST.\f1CROCE\.T~ST~ C.:!STl:ST~S D',~ E:G 9i D: afi o6^)931155 ;.t•: .ant be interpreted against any pam'. but shall be intcrprctcd according to the appGeauon of the rules of interpretation for i s-Ieneth agreements. 18.2 Stns 18.2.1 Landlord's Consent.. All signs and gtaphia oC even• kind risible in or from public ticw or the exterior of Ure premises shall be subject to Landlord's prior written apprmal, which shall not be unreasonably withhdd_ and shall be subject to any applicable goverrunental laws. ordirranoes, and regulations and in compliance with Landlord's signage program. Tenant shall remove all such signs and graphics (including those described in Sections 18.2.2 and 15,2.3 below) prior to the termination oC.this Lease. Such installations and removals shall be made in such rnannu as to avoid injury or ddatxmcot of the Premises: and Tetrant shall repair am damage caused by such installation or removal. Landlord shall cooperate with Tenant at Tenant's expense, in obtaining any nxasary govetttmental permits and toenses for Tenant's signs. Landlord hereby approves Tenant's sign drawings as shown on Exhibit I. . 182.2. Pylon Sienr Nurxrvland Sien. Tenant shall have tht', right, subject to applicable law, to maintain a pylon sign on the premises, Landlord's consent to w•hic6 shall not be unreasonably withheld. A pylon sign (the "Nurseryland Sign') currently exists on the properly owned by Landlord adjacent to the PR•r~, and now otxvpied by Landlord's lessee ("Ntuxryiand') as a Nutservland store. The lease for the Nursegland store is scheduled to expue August 31, 1993. Upon expiration of the Ntttscryland ]cast, Tenant shall Gave the right to move the Nttrscryland Sign onto the Premises, subjct to nay right of Nurxryland or any sign tympany leasing the Nurseryland Sign to Nurseryland to retttrnc the same from the Ntuseryland propem•. Il the Nursenland Sign rs owtced by anyone other than Nutsegland and Tenant is not able to come to an agreement with the owau of the Nutxryland Sign. Landlord shall execute and deliver to Tenant an entry permit to Tenant to enter onto the Nursuyland property to remrne the Nurseryland Sign, at Tenant's sole expcrue and liability, and shall pumit Tenant to install a comparable pylon sign on the Prcmists. svbjxt only to the provisions of Section 18.L 1. It [hc Nurscn-land Sign is abandoned by Nurseryland, Landlord shall permit Tenant to coca onto the Nursen•land property to move the Ntuxryland Sign onto rite Premises, at Tenant's sole expense. 18.23. Protect Pylon Sums. t" one or more pylon signs arc erctxed at any time identifying the Projtxx, and if the pylon sighs identify any individual tenants or otxupants of the Projtxx. Tenant shall have the right to iasWl and maintain its signs on each of the Projtxt's pylons now ar hucaftu csisting. Landlord agttxs that except for sighs identifying the '~ojtxx as a whole. Tenant's signs thereon shall occupy one of the three top ptuitiotss on the pylon and be as large or largo n any othu sign on the pylon. Sign casings for such signs shall be instated by Landlord, at Landlord's expense. Tenant _..all maintain to good condition its own sign tttstalled on the pylon Landlord shall be responv'blc for the rountcnancc of the pylon itself and the furnishing of electrical service thereto. and shall cause the owners of any oUru signs thereon to maintain them in good condition. • 18.3 Waive:. No waive of any default or breach hereundu shall be implied from any omission to take action on axount thereof, nawithstanding any custom and practix.or course of dealing. No waiver by athu party of an)• prmision under. this Lease shall be effaxive carless in .writing and signed by such pam•. No waiver shall affect am' default outer than the default specified in the waiver and Unit such waiter shall be operative only for the time and [o the extent therun stated. Waivers of any covenant shall not be construed as a naive of any subsequent breach of Urc same 18.4 Financial Statements. Tenant shall prmide to ant lender, purchaseror Landlord within ten (10) days aficr tcquat a current accurate, certified financial statement for Tenant and Tenant's business prepared under generalh• accepted accouatine principles consistently applied and such other eenificd financial information or tax ratans as may be reasonably rtxlu:red by Landlord. purchaser or any lender of either, prmidcd that the recipient shall agree in ssiiting. enforccablc by Tenant [o treat such information zs xnfidential, and not to disclose the same erecpt as may be regeired by law•. 15.5 Lind+atien of LieSilin~. Tire cbligation< of Lar.Glc:d «nder this Lcax ere not puscra! obiigations of the in tucidual partners. tlireaors. officers. shareholders, agcros or emplovexs oC iardlord: and. clap[ for am• failu:c of Landlord to par the Coa<uuction Ahow•anu. and ail interest. i! am•, accrued thereon. Tenant ;'nzil look solely w the Premises for satisfaction of an~ habilin' of Landlord noel shall not took tc other assets of Landlord (so long as landlord remains the owner o(the Premisesi nor sexk recourse agains: the assets of the indittdual partner. directors. officers. slurreholders, agents or employers of Landlord. Whenever Landlord transfers its imcresr in a bona fide transaction to a Udrd pam• not controlled l+y or under common control with Landlord Landlord shall be automatically relused from funkier performance under this Lease andfrom all further liabilities and e>.pensu herwnder (but not from past or accrued obligations) and the transferee of Landlord's interest shall assume all liabilities and obligations of Landlord hemunder from the darn of such transfer. but subject to all of Tenant's rights under this Lwsc. Landlord agree not to transfer tts interest cn the Premises, other than transfers by way of mortgage, deed of oust. ground lease. saldleaseback_ or similar financing transaction ccherebc Landlord 23. FE:~ cc-:.L•CFC~\'.Tl;SIIT CT'33TL STNS P"K E:49J Pali OE/]>5i11 SS A'~1 retar[ts beneficial oancrship of the Premises. until after the Construction Allowance h3•ittt interest. if any and late cttargc. if anc) has been paid to Tenant. IS.6 Notices. All notices to be given hereunder shall be in writing and mailed tbstage prepaid be cenified or registered mail, return receipt requested or delivered by personal or courier delivery, or sent by facsimile (immediately followed by' one oC the preceding methods), to Landlord's Address and Tenant's Address, or to such other plan az Landlord or Tenant may designate in a wanen notice given to the oche pam•. Notices shall be deemed screed upon receipt of (or refusal of delivery, az indipted by the return receipt), except that notice by Tenant of the exercise of an option fora 'Renewal Term shall be effective when sent by Tenarrt via overnight courier. 15.7 Brokeraee Commission. Landlord shall pay a brokerage commission to Broker in accordance with a separate agreement between Landlord and Broke. Tenant warrants to Landlord that Tenant's sole contact with Landlord or with [hc Premise in connection with this transaction has been directly with Landlord and Broker, and that no oche broke or finder can properly claim a right to a commission or a finder's fee based upon contacts between the elairaant and Tenant Tenant agrtxs to indeamify and hold Landlord harmless from any claims or liability, including reasonable attorneys' fees, in coanectioa with a claim by any person for a rral orate broker's commission, finder's fee or oche compensation based upon arty statement representation or agrumcnt of Tenant. and Landlord agrees to indemnify and hold Tenant harmless from nay such claims or liabiliry, including reasonable attorneys' far, based upon any statement, representation or agreement of Landlord. 18.8 Authorization. Each individual executing this Lease on behalf of Tenant represents and warrants that he or she is drily authorized to exeate and deliver this Luse on behalf of Tenant and that such execution is binding upon Tenant. Each individual aetuting this Leax on behalf of Landlord represents and watranu that he or she is duly authorized to ececute and deliver this Lease on behalf of Landlord and that such execution is binding upon Landlord. ]8.9 HoldineOver.Surrender. 18.9.1 Holdine Over. If Tenant holds over the Premises of any pan thereof afro expiration of the Tetra such holding ovu shall cotistimtc a month-to-montft tenann•, at a rent equal to one hundred twrstty five (17S%) of the Base Rent in effect immediately prior to such holding over and shall otherwise be on all the oche terms and conditions of this Lease. This paragraph shall not be ootistrued az Landlord's ptxmission for Tenant to bold over. Actxptance of Rent by Landlord following crpiration or tcrtttination shall not constimtc a renewal of this Lease or extension of the Term except az sptxifitally set forth above. If Tenant fails to surrender the Premises upon expiration or tlriiCr.u^^ir+°rion of this Lease, Tenant shall indunnifv and hold Landlord harmles from and against all loss or liability resulting from or arising out oC Tenant's failure to surrendu the Premise, including, but nor limited to. any amounu required to be paid to any tcrtant or prospective tenant w•ho vvas to have otxupied the Premises afiu the expiration or earlier termination of this Leax and am related attorneys' fee and brokerage commissions. Nonaithstanding the foregoing, if Landlord and Tenant are then negotiating in good faith to renew or e~•tend this Lease, or to enter into a new' lease for the Premise, [hen the increase in Base Rent to one hundred twenty 5ve percent (l25%) and the duty to indemnify shall not be effective unless Tenant continues to hold over beyond 30 days afro notice from Landlord that such negotiations arc terminated. 18.9.2 Surrender. Upon the tutnination of this Lease or Tenant's right to possession of the Premises, Tenant will surrendu the Premises. together with all keys, in good condition and repair, reasonable wear and tear, damage by' fire or casualty, or az a restilt of Condemnation or repairs which are the responsibility' of Landlord excepted. Conditions ewsting ^ecaux of Tenant's failure to perform maintenance, repairs or replacements shall not be deemed 'reasonable wear and tear." ]8.10 ;Dint e; d Several. of Tenant consists oCmore t}:an one perxa. rite cbligation of all such persons shall be joint and s.~vcra.'. IE.i ] %m•euants and Conditions. Each preylsion m be performed by~TCnart bveundcr shall bt deemed to be both a covenant and a condirion. IS.l2 Addenda. The Addenda attached hereto, if nay. any identuied with this Lease arc incorportcd herein by this cierence as if fulh~ set foeh herein. 18.13 Unavoidable Delays. In rite event that either pam~ shall be delayed or hindered in or prevcmcd from the perfotmana of anc act requred hereunder by reason of stakes. lockouts. Tabor uoubles. inabilih' to procure materials. failure of power. restaetive governmental lays or regulations. riots. insurrcnion. war or other reason of a similar or dissimilar nature not the fault oC such pam'. then performance of am- such act shall be exiendcd for a period equivalent to the period of such delay'. The foregoing shall not appl}~ to Landlord's coycnant of quiet cnjoyrncnt, or the obligation of - -'•.--•+! _EST\OCROC'E\.Tt;St\ C.ylSTI:ST\5 DOC F :LS: paf, OE'_'].9311 «Y,S\t ciUrer party w pac arn~ money due hercunda, nor Landlord's obligation to join in the e>;eeution of permits and licerues neassan~ for the conduct of Tenant's busines in Urc Premises. Lack of money shall not be d«mcd to be a roux beyond either pam•'s conuol. 1SJ4 Financine of Trade Pictures. !t is understood by Landlord that Tenant may base Tenant's equipment and trade fu-turs from a leazing company, hereinafter referred to az "Finanx Company'. Said equipment and trade fixttrra will be installed. maintained and used in the Premiss in order ro assist Tenant to carry on its business az provided for herein. Landlord further ages that any of said equipment or wade fixtures shall rcauia personal proper[},, notwithstanding the manna or mode of the attachment to the Ptemisa. landlord recognizes and acknowledge that any claim'or claims that the Finance Company has or hereafter may have against the equipment and trade fixtures by virtue of the equipment lease is superior to any lien or claim of any nature which Landlord now has or hereafitt may have to the equipment or trade fixtttra by stamte agcement or otherwise In the event of.default of Tenant in the payment of any rental to the Finance Company., or in the perfo6+*~~M of an of the other terms and conditions of the ui mem t y W P case, or extensions or renewals ihereo the Fmutce Company or its azsign, upon reasonable notice to landlord and ageement to be rcslwrtsable for ~ g daatage to the Premises, may remove the egtripmmt and wade fixtures covertd sac([ 8DY resultin by equipment leax or anY P~ thereof from the Premiss in aocordahce with the terms and conditions of the equipment (case Tenant shall be responsible for any damage caused in the removal of any such egtripmeat or Dade fixtu¢s from Ute Premises. Landlord will make ao claim whatsoever to any equipment or trade fixtures covertd by airy equipment (ease. The Pinnace Company may, without affeaiag the validity of this waiver, extend the terms of payment of arty rester! or the performance of any of the other turret or conditions of the equipment !case, without the consent of Landlord and without giving notix to landlord This waiver shall inure to the benefit of the suaeswrs and assigns of the Finance Company and shall be binding upon the heirs, personal repraenradva, sucarsors and assigts of Landlord. 18.15 Waiver of Distraint. Landlord hereby waives, teleaxs sad rclinquisha any and all rights of distraint (whethu arising by virtue of statute mtamon law or othenvix) upon the trade fixtures. furnishings, signs, egtiipmcnt, machinery, cash registers, point of sales terminals, inventory and personal Property is the premises. Landlord further agrees not [o entorix any lien, lety or attachment oa or rewurx to any of the foregoing items that arc subject to any lien or securin• interest in favor of any vendor or other. supplier under any conditional sale, chattel mortgage of other r:erwiry arraagemcnC any consignor, any holds of rexrved title or any holds of a security interest, or lender. Although the foregoing shall be selfoperative without the nxessiry for nay further instrument or dotvment, Landlord hereby agrees to furnish Tenant or nay vendor or other supplier under any conditional sale, chattel mortgage or other seamy artaagement am consignor, any holder of reserved title or any holder of a securiry interest, upon written request from time to time, reasonable waivers of landlord's liens upon and right to distraint, levy, attachment or reooutse with respect thereto and exempting the same from -dimaint. levy. attachment or recourse. Arty such waives shall include an agreement by such person to give Landlord asonable notice before entering the Premises and removing any of the foregoing items, and to repair any damage resulting .om the remmal. Nothing in this Section 18.15 shall be deemed a waiver by Landlord of the right to institute and exertise any mailable remedy tinder nay stiatatary ptoceediags for rocovuing possession of the Premiss that provide Tenant with the right to prior notice and hearing. 18.16 Reasonable Conant. If the consent approval or permission of Landlord is required or desired by Tenant hercunda• Landlord ages that it shall not unreasonably or arbitrarily withhold or delay such consent approval or permission. In the went that any such consent approvl or permission is speeifitaliy withheld Landlord shall xt forth in writing its reasons for such withholding, which reasons must be reasonable tmdtt the ciraimstanar presented. IN WITNESS WHEREOF. the parties have executed [tits Lease az of the date xt forth above. "Landlord CATF.LLUS DLVELOP,~L=K(' CORPUP,ATION, a D4avarc cerPortion `gtt `.~` DIRE ?^ ~~- Ear 1~: C ~R, A~..~~ r:,,;~:.;GCF.:ENT Dace: R ~ 3t ~~ 'Tenant" M1CRU ELECIR'ONiCS. Ii 1C., a Dcla;t3rc corpnraticn t t la: /~rc fie%/ti~ r// /tae°'S/ia / Date: ~..Lt.Gyc,_as :°.~ i9l/~ APP OVEDASTOFORM a ~' Ge eB tto~ ley- zs. ~%.L_EST\q[FOCE~~7I;Sll: GIISiL'STI1IJQ^. 62693 PJ~ 08.2),931[ S1 AM Ex}iIBiT .~ PREMISES Pazcel 1 That portion of Lot 65 in Block 10 of Irvine's Subdivision, in the City of Tustin, ~ounry of Orange, State of California, as per map filed in Book 1, Page 88 of Miscellaneous Maps, in the Office of the County Recorder of said county, 3escribed as follows: 3eginuing at the intersection of a line pazallel with and distant Northwesterly 770.40 feet, measured at right angles, from the Southeasterly line of said Lot 65, Kith the Southwesterly line of Edinger Avenue (80.00 feet wide) described as that :ertain 4.7904-acre parcel in deed to County of Orange recorded in Book 5406, ?age 473 of Official Records of said County; thence South 39° 48' 47" West 10.00 °eet along said parallel line to a point in a line parallel with and distant iouihwesterly 10.00 feet, measured at right angles. from said Southwesterly line ~f Edinger Avenue said point being the true point of beginning; thence South ~0° 10' S0" East (basis of bearings as per record of survey filed in Book 34, 'age 17, Records of said County) along said parallel line 314.40 feet; thence South J5° 11' 02" East 28.29 feet to a point in a line pazallel with and distant Jorthwesterly 436.00 feet: measured at right angles from said Southeasterly line if said Lot 65: thence South 39° 48' 47" West along said parallel line .500.00 feet :o a point in a line parallel with and distant Southwesterly 530.00 feet measured it right angles, from said Southwesterly line of Edinger Avenue: thence North i0° 10' S0" West along last said parallel line 330.40 feet; thence North •35° 14' 21" fast 50.16 feet to a point in first said pazallel line; thence North 39° 48' 47" East Hong first said parallel line 470.00 feet to the true point of beginning. jxcept all oil, gas, and other hydrocarbon and mineral substances lying not less :han 100 feet below the surface of said land, provided that grantor, its successors and assigns, shall not have the right to go upon the surface of said land for the purpose of extracting said oil, gas, or other hydrocarbon and mineral substances, Zor for any purpose in connection therewith, but shall have the nigh*, to extract :nd remove said oil. yas, and other hydrocarbon 2nd mineral s~ibsiz~ces by nears of slant-drilled wells located on adjacent or nearby :and. or by any other Weans x•hich shall not require enU-y upor_ the surface of said land, as reserved by >anta Fe Land ;mprovemeia Company, in lleeds of Record. tiu EST \9CROCE~ TLS? ' ~ 1STL5:?' LAC ! :5 53 Gu, JH:1l9i 1 ] ]G PV .__~u-~6-93 THU 1 0 55 K_ iJ_ LAIJ '^'' ~ -.`~~-~'~' ~ r v •at c LEREASSOC_ r lr ~~ r^, iR~ ` F. 02 ~ ~ ~ p0~.. ~~ ,. w.Kr ~rswrnM ~ ., I!!~ ~ a 1 ._ r ~• O ~ ~ i ~~ i . y . La.KI ' urv +~+~n ~ ~grr~p t ~ 7 . - a .~+ fir...,, ®~ °` ~ ;o: ~ ~ ~~ ~ ~a~~~ ' ~ S ~ a~ii ~• E ®~ a M •_'~ ~ . ® < ~~~. j ~ ~ ....~....® _.Q~ Q __ of ~ ~~-- r - <. -. • ~. ~ ;; ,. ~ ~~~ Y ~~~ i r j ~~ ~~ ~# ~~ •.~ ~ I ~~ ~ ~ _ ~ ~~ w: n ~~~ ~~_ , R ~~-'`~ _ ,~,~ i ~~~~ .. ~~ n ~ ~~ ~ Gi ..;: . f' .,,:~. ~, :_~~ 1 :~ y. E V IIHIT H tt~ORK LETTER Tcnam Imorovemems. I. Tenant's tt'ork. Purst[ant to section l.d of the 1•ease. Tenant shall cotuvus or pose to be conswned in and to the Premises. at Tenant's cost ttnain tenant improvements (the "Tenant's Work")• in acoordantt ttith Landlord's . requirements for imprmements set forth in Schedule B-1 attached hereto. Tenant's Work shall be pcrfarmed substantialh• in acwrdana with the Site Plan (as defined in the Lease) and working drawings to be approved by Landlord. Landlord's approtal shall not be unreasonably conditioned. withheld or delayed. Anv notice otdisapprova! shall include a statement of the reasons therdor. 2. Apormal of Workine Drawines. Preparation of the working drawings shall be the responsibility ofTenan[ and Tenant shall subam same to landlord within fire t5) business days after eaenttion of this Lease- for Landlord's approtal (to be ctidend by landlord's representative's signature thertpn). Landlord and Tenant shall confer regarding any changes rcasonabh- required by Landlord. Tenant shall pose to be made such changes as are mutually agreed to. and delitrs rtt•ised working drawings to Landlord within ten (10) business lots. Landlord's approtal shall be given within five (51 bustness days followrng rettipt thereof. Ant changes to the plans and working drawings which Tenant desires to make during the eoutx of eotmruction shall require I-andlord's consent. which wnsen[ shall not be unreasonably withheld. conditioned. or delayed. 3. Conswnion Allowance. The Cottswsion Allowance less defined in the !.easel shall be paid in accordance with the terms and conditions set forth in the Lease. ~. Cost of Tc.~ant's Work. Except for the Construction Alloitantx [he cost of Tenant's Work including without limitation the azchites's and/or span planner's fees. the eonswcvon costs, and any additional costs due to changes required by the City, or txher local. start or federal goternrttrntal ageneti• having jurisdiction or due to crests or conditions beyond Tenant's control shall be borne by Tenant and Landlord shall havt ao liability therefor. 5. Indemnin•. Tenant shall indcmnifi•• hold harmless and defend (ttith cotinscl reasonablt• satisfanon to Landlord) Landlord, its affiliates, officers. directors. anorneys. emplaties. contranors. agenu, sr[carsors and assigns icollectitvy: "Landlord's Agents') from and against any and all claims. liabilities. demands, damages. costs, expenses. anions, or poses of anion arising out of or relating to Tenant's Work or any part thereof, extxpt to the extent pvscd by the acgligentt or willful murnndus of Landlord or Landlord's Agents. The foregoing indemnity shall include, itithout • .imitation reasonable anomeys' fees insured by Landlord to defend itxlf against am anion or proceeding. together with tasonablc anoroets' f~ incurred to enfom [his indcmnin~. and shall be gmerned and intctprctcd in accordance with ienron 7 l of the Lease. "`~__5_ ~=C6GE); ~~^_ CA 13iL'S15 DCC ! :59i A'afi 03.]9i li'>.4\t -- SCHEDLIE B-1 CATELLUS DE\'ELOPt.tEIV'T CORPORATION - REQ(IIItE'.7ENT5 FOR QviPROVEh>E!.'TS OA ALTERATIONS BY TENA; I'i' If landlord shall permit Tenant to rnnstrutt an}• initial tenant improa•emenu in the Premises or to have any work performed in the Premises at any time prior ro or dtrring the Lease term by a mntraaor retained by Tenant ('Tenant's \vork')- then Tenant shall comph~ with the requiremenu set forth heron. All alterations to [hc Premises, excepting minable fitrrtiture and trade Silures. shall at the end of the Term tor- if the Term's renewed or exlended_ then at the end of the last such extension or rrnn~al term) at Landlord's option become a pan of the realty and belong to I.-andlord. 1. SUBIvp7'I'AL OF PLANS. Prior to commenting any Boric in the Premises. Tenant shall submit to Landlord for apprmal iu Proposed Plans for the «ork. Without limitine the foregoing, Tenant shall provide: (a) A separate scale draping deno[ing all proposed mnswction and/or demolition, if necessary. (b) A separate draping for pch trade proposing stmcnual• elearital• mxhanical- Bail or landscaping motiifications. (c) Speeifi• all dimensions and complete references to all pork to be performed in the aSened areas, (d) if adding e\va electrical or mechanical equipment. protide wmplete operating and marntenancc specifigtions .for each item. Landlord heretic approtes the titapines listed in Schedule B-3. CHECKLIST. With respcctao each project Landlord pill prmide Tenant With a checklist listing the items regtrired to be furnished to Landlord in connection Rith the proposed Rork- Tenant shall furnish to Landlord prior to, during, or upon oomplaion of Tenant's Work az applicable, each of the items specified in the checklist attached hereto az SehedWe B-2. -")NTRACTORS PROVIDING TENANT [MPROyEMENT• SERV)CES. ,.,1 The eon[rzaor emplmrd by Tenant and am• subwnuactors shall be (i) duh• licensed in the state in which the Premises arc located and (ii) subject to Landlord's prior aaTittcn approval, R•hich approval shall not be unreasonably pithheld. If more than one trade rs emplo}rd on a single job- stag law requirrs the seniar of a general coatracor or in addition to contractors for spetialn• work being performed. Landlord has pmioush approaed all bidders on Tenant's initial improtemenu. (b) Each conuattor shall prmide proof of licensing az a general or specialn- contractor in accordance pith State Lap'. Additionallc, each contractor shall fiuttish proof of licensing in the tin, or murticipalin• aa•herein the construction related actiain• is to take plan. (c) Intentionally omitted. (d) Terant and Tenant's Contractors shall rnmpl)' pith all applicable local, s*ate and federal codes and reeulau^ns perta:nine :n fire perfn;ntance of Tcrz~t's \Vcrk and the rnmNlctcd imprm'ee,enrs and ;ill aFplieable s; ;en~ r~¢ulatiaa iCa_cGR2blc e5ta(SlIShGi i)\' LindlOrd Or the geacral Con latter. (=? Prier to commcneemem o1 a•,c pork 'n th^. Pxtrtiaes. Tenant and Tcn;,nrs contractors shall u5tmr. ar,d prof ode :-.and:ord pith certif;cates etidencine Wurker_' Compensation. puSlic iiabilin~ and propem~ danage insvance m amounts and forms and adth companies satisfaaon~ to landlord taci+ gore:al contractor employed on t he Premises shall prmide Landlord atnh a current cerwicate of iustuancc in etlect for that contractor ptth a hm~ (30) dap notice of ancellation o: rcvoauen daux. [nswance regmremenu arc as follops: (i) Comprehensive General Liabihn• pith a 52.000.000 Combined Single Limit coverine the liabilin~ of Landlord and contractor for bodily in)un~ and propem~ damage ansme as a result of the constncuon of [hc improtxments and the senses performed thereunder. Landlord shall be named as an additional insured. (ill Comprehensive Automobile Liabilin~ ttitha S?.000.000 Combined Single Limit covcnng Landlord and vehicles used be contracor tandanc subconvacwn m connecton ttith ttte Consirucuon of the _. improvements -____, .ocso.~. nsr c.> 1sns1\s ooc s s ss a,;, os,t s? ~ ~ ., ~., tiii) \VOrkeri Compcrsauon and Employe is Liabilin~ as rcgmrcd b}~ IaS~, for cmplo.~ccs of the convanor land any subcontractorsi prnorrrunc t~~ork on the Prcnu scs. (iv) If e~wvation is required. an endorsement dclctine the exclusion for c~plosion. collapse. or tmdcreround hazard. - (() The follovvine requiremrnts shall be incorporated az 'Special Conditions" inw the contract bea~ncq Tenant and its contractors and a cope of the contract shall be furnished to Landlord prior to thccommencement of Tenant's Work: (i) lntentionalh' omincd. (ii) Tenant's mnuactor shall be responsible for the repair, replacement or clean-up of any damage done b}' tum to other contractors' vtorlc n•hich spedficalh• includes access~va~s to the Premiss which may be conctrrrencly used by others. - (iii) Terant's contractor shall be responsible for vtritving the condition of the Premiss prior to starring any vcnching operations. Any ra~ork of sub-base or t:ompaction required after the contractor's ini[ial acoeptance of the Premiss shall be done by Tenant's convector. which shall include the removal from the Project of any eccss din or debris. (iv) Intentionally omincd. (\•) All trash demolition materials and surpltu construction materials shall be stored «ithin the Premises and promptly removed from the Premiss and the Pro~ett and disposed of in an appros•ed sanitation site. (vi) Tenant's contractor shall provide tempotarc utilities, potable toile[ faciliues. and potable drinking aster as required for his work Within the Premtsa. (vii) Intentionalh• omitted. (viii) lntentionallc omitted. COSTS. (a) Tenant shall prompth' pay am• and all cosu and apenss in connection vaith or arising out of the performance of Tenant's Work (including the costs of permits therefor) and shall furnish to Landlord evidcntt of such pa}-ment upon rcqus[. CONTRACTOR'S BONDS. Intentionallc omitted. ~CHAMCS LIENS. Tenant shall comp)}' sith al! provisions of the Lease concerning mechanic's liens ~- ES7]I1: r.G2] ~'S1~-. iS iS:1+.`.`C S]59i Uari aE _79i 1155 A\; _ =C.~DLIEB-~ ITE!~1S TO BE FL'R.\'iS}a`D TO L.~~~LORD FOR EACH ~VORJC OF i'..~ROVE\g~-T 1. Plan of Alterations for Landlord Approtal. _. Contraaorrsl. Address, Telephone Number. Conta~ Person. _ . Copy of Contraaofs State and Cin~ Business Licen_~. S. Copp of Building Permit. -. Copy oCFina! inspection and Signed Building Perrwt Cards. 6. Copy of Certificate of Insurantt Namine Catdlus Ih'Uopmen[ Corporation as Additional lruured. 1 inUude Comprehensive General Liabilin•. Comprelxnsivc Auto. Workers' Com nstrrancc to ., pensation and Employtirs Liabilirt•. •. Signed Conditional, and. upon completion. Unconditional lien «aiver in favor of Catellus ~ntlopment Corporation. S Schedule of 1York. 9 lntentionalh~ omitted. l0. Architect's License and Expiration. 11. Tenant and Architect Agreement. L Tenant and Contractor Agreement. :S. Cope of Permit Plans. -.S-op}' of As_Buil ts. PS of Rxorded Notice of Complnion. ~. Cenifipte of Occupancy. '. Etidena: of insurance for All-Risk/Builder's Risk 1>`nuance to the amount of Improvements. SCI-~~L'LE B-3 ~PPRO\-D DRA1viNGS LIST OF CONSTRUCTION DRAWINGS CiViL A0.1 GENERAL INFOF2MATION SHEET A1.1 SITE PLAN ' A11 ENLARGED 517E PLAN A1.3 ENLARGED 517E PLAN A11 ENLARGED SITE PLAN A2.1 FIRST FLOOR PLAN A21 ROOFPLAN A2.3 NOT USID A2.3 DOOR SCHEDULE A23 FIhTISH SCHEDULE 42.6 FLOOR COVERING PLAN 43.1 EA"IERIORELEVATIONS 43.2 EXTERIOR ELEVATIONS 43.3 BUILDING SEC770NS ~3.•i WALL SECTIONS ',3.5 TONER SECTION 13.6 TOWER SECTION 1~.1 ENLARGED FLOOR PLANS ;_~.l INTERIOR ELEVATIONS 151 ih'7ERIOR ELEVATIONS \S.3 INTERIOR ELEVATIONS X6.1 REFLEC7ED CEILING PLA1: ~G.2 ~ ENLARGED PLANS/SOFFITS .5.1 E3.'7ERIOR DE-I'AII..S .81 EJ.?ER10R DETAILS .9. i D'c T.4~_S .9.2 DETA~S .9. i DET:,Il.S 9.: INTERIOR DETAILS TRUCT'RAL I.l GENERAL N07FS .4~ND ABBP.E\~1ATiONS 2.1 FOUNDATION PLAN 2.2 ROOF FRAMING PLAN 3.1 TOWER FRAMING ELEVATIONS A_h'D DE-.~S :.I FOUNDATION DETAILS :2 FOUNDATION DETAILS ±.l ROOF AND CANOPY FR4NIING DETAIl.S i.l ROOF SE1Sh~IC UPGRhDE/RETROFIT PL. _~ i.'_ SEIS~41C LTGRADE/RETROFIT PL.;N ~:d.-~-~9C'.'+OCZ?~ iLST CA LSTCSTSDGC F =: SS G i 06 Z]53 .'. j. ~~~ ?.RCHITECIZ,'RAL ~fECHANIC.41 CE ••u-1 ~t2.2 ~¢ HANICAL FLOOR PLAN ROOF PLAN '~D•1 DETAILS ELECTRICAL E0.1 MOTE SHEET E0.2 PROJECT NOTE SHEET E0.3 SPECIFICATIONS E1.0 SITE PLAN El.l - FOOTCANDLE SITE PLq]J E2.1 LIGHTING PLAN E2.2 POIVER PLAN ~'3 COMMLIMCATIONS PLAN ~•; PAGING SYSTEM SPEAKER/C ~-5 ABLE PLAN SIGN POWER PLAN -I ROOF PLAN E3.2 DETAIL SHEET E4.1 SINGLELINE DIAGRAM E5.1 PANEL SCHEDULES E6.I TITLE 2-0 DOCUMENTS PLUMBING Pl.l '2 I LEGENDS AND SCHEDULES • '2.2 PLUMBING PLAN ROOF PLAN '3.1 ENLARGED PLANS AND DETAILS °" 'ESCAPE ' 1.. Q2RIGATION PLA?\' ~•1 IRRIGATION DETAILS ~•1 PLANTING PLAN 1 I ~ I VOTES AND DETAILS - SECTIONS ST OF DEMOLITION DRAWINGS 40.1 NOTES ~F I TOPOGRAPHIC AND BOUNDA i 1.1 RY MAP NOTES AND DETAILS 12. I 3 1 STRUCTLTtgL l-pZST }-LOOP, FLAN . STT\UCTURAL EA'TERIOI: ELF\'A71~ ~ j ;1'GFC_O\STR_C?lOn~ G~i,TGS .Z `; TITLE SHEET F 1 F; STREET IMPROVEMENT: STREET LMPROVEMENT -1 : S7REETI'~~ROVE!~gM: ~F= GRADf\GPLAIJ ~F' GP.ADI:JGPLAN ~R ~ GRADING PLA1.' )R = GRADING PLAN EDiNGER A VENUE DEL AMO A VENUE DEL AMO A VENUE ].0 ^`~` \'. .'S': C.1SR'S1c Dp(' EC59y Pah 082]SS it aaq\f CS OF 5 DEMOLITION PL4N ~RCHITECTUR4L A0.1 GENERAL i, IFORI.SATION SHEET A 1.1 SITE PLAN A 1.2 ENLARGED SITE PLAN A1.3 ENLARGED SITE PLAN Ai 1 ENLARGED SITE PLAN A2.1 FIRST FLOOR PLAN A2.2 FLOOR PLAN A2.3 NOT USED - :42.~ DOOR SCHEDULE A2.5 FINISH SCHEDULE A2.6 FLOOR COVERING PLAN A3.1 EXTERIOR ELEVATIONS /~3.2 EXTERIOR ELEVATIONS A3.3 BUII~ING SECTIONS A3~~ WALL SECTIONS .43.5 TOWER SECTION :43.6 TOWER SECTION Ai. t ENLARGED FLOOR PLANS A5.1 INTERIOR ELEVATIONS AS-2 INTERIOR ELEVATIONS A5.3 I1dIERIOR ELEVATIONS A6.1 REFLECTED CEILING PLAN A6.2 ENLARGED PLANS/SOFFITS A8.1 EXTERIOR DETAILS A8.2 EXTERIOR DETAILS A9.1 DETAILS A9.2 DETAILS A9.3 DETAILS A9.4 INTERIOR DETAIIS i`dL _EST \fiCRC.'r\ P'ST~ ^.415'f'S7?'UOC 77693 Pafi 09^)9311 as ,ti\~ E~7-I)BIT C CO~SMENCEMENT DATE .'~TE410RANDl.r~1 tVith respcct to the[ certain least ("Lcasc') datcd a ('T'enant"). and Catellus Dn•clo ment l Co bcrnecn Delattarc corporation ('Landlord"), whercb~• Landlord Iaased to Tenant and Tenant !cased from landlord a rporatioa a ren[able square fea of the building located a[ pprnximatel}~ acknowledge and tt~a to Landlord as follows: ~ r"Prcrrtisa"). Tcnan[ hereb~~~ ()) Landlord delittred possession of the Premises to Tenant in a Subsiantiall}• completed condi[ion on ("Possession Date'): (2) The Lease commenced on ("Cottunencemect Datc"); (3) The Premise contain square fea of space: and (~) Tenant has accepted and is currently in posses;on of the Prcmisa and the Premises arc acceptable for Tenant's use. IN V•TrNESS WHEREOF. this Commencement Date Memorandum is c:cecu[ed [his dat• of 199_ 'Tcnant" a Bc: ' )~. . - Btc Its: ~9:S~CE>: ~'S'\ CA LS7 ~'S i::57p~ S^597 Uafi O[^]93115: ,i,t E~7-IIBIT D fOR1.1 Of fNSURntiCE CERTIFICP.7< :.6.ti.iSTAOCROC2S TLSiX CA'1S7TST<pp~ EC69i Ord 082191 11 `~A\f a ~ •~ ~.l `Ot2CF x~rc ` . ` • r~\,.l ~ o. `~~ 6SVf OAi( ~llWQpYy~ 1w( CCRtMK II< n tfiVCD l(l (fl TTtl b MlOwltgy y,<T lb C'OV1<ta ~D RgMt( V•W tu( 4/ItNKN<NOID<tl lwl[C[11iO Cll<00(( MOT INIMO, (Zt[MO Ow l[1[a lwt COv[gD[ //OW[O 1t IK I0.iG.[[ FllOw. [CO`m"[ii" A u~cr[`x"r E mu..,n• O urru or cou.urc O tmzn p0ur~µv ~ t~lY OF IRtAWK'Z IOI~.Y K1uKJ1 `~a~ Mq NLt l~mr~l fRI1Nt1[O{IaA1p OCML11il L.Wa.rIT pw[ x Caa~OIPK~ONMI WIIJrT a awsls ~a 41~+tYK `\O'~~ 11D1eMC~{IIp82M - w+w[ S orats.a aJtt~ t[aKtt~p KMrr~o[~ /1YfOM0 al • [eK~l tflR M<aV Mn11M a NM[JIY ~ ILIOMIgMIgt _! ~ glRtlp Wta ~ r 1/H11Wf10i r04A'aR! A{RO{ C4NQ IMMJIT ' wo'a•( [rwy OS x [ia 11Aa61R ~ ' w•~r .,«nvew~Suro .~ ~ t rVN:tM'COflb6ATC11 •TNT/gyt •,. .l. Vo ~ s.r iYKOTi11!'L4i{!fl' 1000 t.., ~,~,,, a am ~~ f 3 K ~,.. __t. ~ ~ ~ . -_ Certificate holder is tamed eel edditiw~ie~Snsured ea respects: e es to i one roars an oraement a ec re a (Location) •• 89 9 its epply•per Iocetio~. CA7ELLVS DEYELOFKFNT CORPORATION ~'""zO"'~"O~O[f°°" '"r.n »sSx 1065 N. PACIFICEHTER ORIYE, SUITE 200 ""^T'°"' OATS TN[e[or• TwQrtt~(rryxY~i~ l(`M To All1WEI11 CA 92808 ~+. 6a alit MllTi(M rvTCt le tut 411TVlCATi rlot.o[A M1t4:0 Ta Trcl I1TTN; ASSET HAHAGEKE}1T [[rr, emxS7tcs+ocsacsxc~eucsa+xec~orx(exnxeacxaes~aarAkRlA,rtfl .FAX (714) 231-7418 a°<+mrxxeeooa.ax5xxaercizzmx~nea,[:veY WTWN2CD R4lC+E iEMATM FXHfBIT S• .c:(rt:u. E~~IDEt~lC~ OF ~OPEA7Y INSUI~~ -•nN..~,~,~,., "~E P G~f Sf N OFt•rtlvitEGESnw./F OrtDEO UNOERFD DELOw ~wS pEEN ISSUED. IS IN fCACE. ENO COMV EYS Att E ROUCY. Must ho v~ 'Dent' Retir>g of 'A-b' or Dottcl tY40p0( u .,,a,oti.r,ea (ptovida addraaa o[ Laaad prealae^) JKG[ 4iFOttitAT10M ~J+^~aawww '. AwOI~IT ~ rw~Awa[ aQUlaaaa uaLnas• faraoml fropertr (iacludia~ fenanta Iaproveaenca sal iattetnaata. it appiicabla) Z _.,,~_ S uaiaaa• Iatona (100X eoattibueiaa) i ~ eclat i Kachiaarr (i! npplicabla) anbousara le=al iiabilit7 (1I applieabla) _ .-~~ 7 ap)acaaeat Coat CovarataJ apaetai fora -1~ A7J p+`u+wM tpwal Co11NtM~ap Waivar of Eubcotation prorision intludad lOY wy~W J0.4rwWJy ~ __ ~M^ana4mvh ar!"MAr/-aaRMUgyT^ •V TMV J'a4KJ IwOa ^vlerhOt aARal _ aunox 7'};[?O'iICY IS SJ6JEC7 TO THE PRE711UM3, FORMS, Ah:D R:JLES :N cFFECT FCR FaCH P HE PCl Y'Y Be TcFiA+tNATEp, 7HE Cp1.tPANY WItE uryE 7HE AOp7T70t;AE INTEREST IpENT fIE BELOW 6X_d4va riTUTTEN kOTICF, ANp W:lt gENp 770TIFlcATiON OF ANY CriANpE9 70 7HE ty7EREST, 1N AGCOROANCE WITFI T11E POLICY PROVISIONS 0.4 A9 P.EOUIREI'OtJCY 7HAT WOUIC AFFE07 THAT ortAt wriRCSr B'/ tAw, ...~.. :LLUS DEVELOPMENT CORPORATIGH i H. PACIFICEHTER DRIVE, SUITE 200 tEIK, CA 92868 :iTl: ASSET NAHADEHEHT lit) 277-7418 tiMt OI MI(/(fT I~D.rcAOJa Join ra.T J `°o•nr.....wr. x 1Of1" LTna lord )]1)q fl _ ~c~„b, f- B --Z D •CCRO CO RPORATtOH NI y EX}iiBIT E o . ~ PROFi1B1TED USES ~ The follot~ine npa oC operations and aci~iies arc expressly prohibited on the Premixs: c s .1. automobildtrud: maintenance repair or fueling: 2. bancn manufacturing or reclamation: ~ 3. _ ceramic and jeweln• manufacnuing or finishing: 1 _ J. chemical (orv~nic or inorganic) stotace. ux or manufacturing:- 1 5. dntm rending: 6. dry cleaning: 7. electronic components manufacturing: 3. electroplating and metal finishing: 9 explosita manufacturing. ux or storage: 10. hazardous caste treatment noragc_ or disposal; 11. leather production tanning or finishing: 12. machihcn~ and tool manufacturing: 13. medical equipment manufacnuing and hospitals: li. mual shredding. rec}rling or reclamation: 15. mein! smelting and refining: 16. mining; 17. paint. pigment and coaling operations: l8. petroleum refining: 19. plastic and snthetic materials manufacturing: 20. sol\~ent reclamation: Z 1. fire and rubber manif3Ztiing: ZZ. abo~'o- audbr underetcund >-.oreee tutls: and 23. residential use or ocalpan~~~. _ vAL EST \fiCC00. E\iLST_G: LSTIS^:'TJ: S=i Si Pan JS ]79e 11 .a A\f E ~711f31T F RULES .-1 VD REGLr14T101~S i. (Imenuonally-omitted.) ]. (Intentional)}'omitted.) _. fill garbage and refuse shall be kept in the kind of container reasonable specified be Landlord. and shall be plead outside of the Premixs prepared for collection in the manner and at the times and places reasonably specified be landlord. i. No aerial shall be erected on the roof or e~tcrior walls of the Premiss or on the grounds without in each instance. the w•rinen conxnt of landlord. fur} aerial so installed without such consent shall be subject to removal without notitt at an}' time. S. No loud speakers, teletisions. phonographs, radios or other decitts shall be used in a manner so az to be heard or seen ouwdc of the Premise without the prior arisen conxn[ of Landlord. In addition. Tenant shall mnduct its business in a quiet and orderl}• manner so az not to scale unreasonable notx. 6. The outside areaz immediatele adjoining the Premiss shall be kept clean and frtt from din and rubbish bs• the Tenant to the satisfaction of landlord and Tenant shall not place or permit am~ obstruction or mercttandix in•such areas. if outside areas are not so maintained within 12 hours after verbal noutt of same, Tenant agrees to pay a reasonable fee determined b~~ Landlord for each such infraction to coeer this cost. No e~lenor storaee shall be allowed without pcrntission in smdng from Landlord. -. pntcntionalh'omittcd.) 8. The plumbing facilitis shall not be ttsed for an}• putpox other than that for which tha• are constructed and no foreign substantts of anc kind shall be thrown therein. The ctpense of any breakage. stoppage, or damage resulting fmm a violation of this protision shall be home by the tenant whox employes, agents or imitecs shall have posed it. 9. Tenant shall ux at Tenant's cost such pat a'termination contractor az Landlord may reasonably direct (prmidcd that the contractor is rnmperitive in quality' and cost) and at such inten•als az Landlord mac reasonably require. lo. Tenant shalt not burn an}' trash or garbage of env kind in or about the leased premises. I1. All public entrances and exits to the Premiss shall be kept unobstrutted and open to the public at all times durine normal bustnss hours. 2. Tenan[ shall not pose or permit am' obnoxious or foul odors that disturb the public or other tenants. Should such odors be esident Tenant shall be required to take immediate steps to remedy same upon written notice from Landlord. 3. No eideo. pinball or similar decvonic game machine of any description shall be installed maintained or operated upon the Premiss without the prior written enrsent of landlord. j. Tcnart shall Se resporsble fn: repair of ar.}' datsaoc octasiourd b; the mot•inR o: 5arla. fi:nt~ture or other o~lect; m;o. t•.i;r`,in. or oct of ti:e Prentiss or the Ccmer. IQo hezw ohjxts of am' nenue shad be placed upon. anc Drw: t~ithout Land:ord's prior arncn appro.aa as w the adegcacy of the allocable door loadine at the poim where the obixts arc mended to be morcd or stored. Landlord mac spcdF`~ the time of mueing to m:n:mize mconver~ence to ocher tenants. if am'. -- ~'o drapes or sunscreens of an_v nature shall be tnstalled ~nthout Landlord's prior [mnen approeal. The sash doors. sashes. atndoas. glass doors. lights and sk}lights that reflect qr admit Iieht imo the Prenuses shall not be co.~ercd or obstructed. Waste and exasstce or unusual use of water shall not be allowed. ?lo additional lock or locks shall be placed or thaneed be Tenam on anc door without the prior .mnen consent of Landlord. Two kecs kill be furnished b~~ Landlord All trees shall be surrendered to Landlord upon termination or expiration of the Lease Term. - (Imenuonngc amntcd. ) ~+! ES'\ncso:_\ZST'_C.:1Si1'S1<pp~b:69i Aafl U6 ])9i rr <5 ,~~~ Landlord resenxs the neht from time to time to amend or supplement the forceome rules and rceulations apphcablc to the Prcmrses. subject w Section 10.1 of the Lwse. ~outt of such rules and reeulauons ana amendments and supplemenu thereto. if anc. shall br eitrn to Tenant. In the n~ent of am' conflict benceen the ntles and re_^ulations and the terms o(the Lease, the terms of the Lease shall convol. _.'Sit, _ST ~9e60."g`: :iS^:_ ALS ~Si?'A:i 3:591 Uai ob']]Si it 'i AV E~7TIBIT G SITE PLAN Scc Sitt Play Shci A1.1. dated 8/16/93 b~ LPA_ Architects .~:~~ _esr~ac~x_~ n~sr.::.ua.~sra =~'•- ealllntr n Xon-Disturbance and Attornment Aerttment THIS NON-DISTLIRBA.~ICE AND ATTORNMENT AGREEMENT (the ^Agr«ment") made and entered into az of the day of 19 by and bernttn a ("Setvred Pam•")• and M1CR0 ELECTRONICS. INC.. a Delaware corporauoa d/b/a MICRO CENTER ("Tenant")• WHEREAS. Tenant and ('Landlord") have entered into a certain Lease dated az of . 19_ (the 'Lase") pursuant to avtueh Tenant has leased from Landlord certain premiss !oared at . az more panicvlarly described in the !rase (the "Pretnisa"): and WIffiREAS. Secured Pam• is the holds of pursuant to slut certain dated as of . 19_ (the Supenor AgreemenC) betuttn Landlord and Secured Pam; and \Vf-ffiREAS. Secured Pam• and Tenant desire to aidcnce their understanding with respect io the Superior Agreement and the Lease az hereinafter presided: NOW THEREFORE. in consideration oC the mutual agr«ments hereinafter set forth. the panic hereto hereb}• aer« az follows: Section 1. Nondismfiance. So long as Tenan[ is not in defatilt (beyond am• period given Tenant under the Lease to cure such default) m the paatnent of rent or other sums payable ba• Tenant under the Lease or in the performance of anc• of the terra. wvcnants or conditions of the base on TenanCs part to be performed possession and right of use of the Premises and Tenant's rights and priailega under the Lease. or am naehvons or renewals thereof which may be affetted in aaordancc with any option therefor in the L.easc. shall not be diminished or interfered with by Sxvred Pam; Sxvred Pam• sail] not disaffirm the Lease: Secured Pam• Hill recognize aU restrictions imposed on the Project by the L.casc: Scctued Pam sill affirmatively reoognizc the aalidin• of the base and Stxaued Party will sot join Tettan[ az a pan defendant in anj• action or procading for the purpose of ttxatinating TenanPs iatertst under the Lease. Notwithstanding anything to the Crary in the Superior Agreement all insurance and eondemaation proceeds or awards paid or payable with rnpcct to the uses and retxiatd by Secured Pam• or LandloM shaA be made available by Segued Pam• to be held_ applied and paid ._ .ne manner set forth in the Lease. Section 2. Attornment. 2.1. Succession by Secured Pam-. Lf the interest of Landlord shall be transferred to and owned by Secured Pam• or a purchaser at forttlosure sale (colleaiaTly with Secured Pam-• a "Nav Osvncr") by reason of foreclosure or other proceedings or by anc other manner, and the New Owner succeeds to the interut of the Landlord under the Lease, Tenant shall be bound to the Nar Ow•tter under all of the terms. eoaettants and conditions of the Lease for the balance of the term thereof remaining and am• ev-tensions or renewals thveof avhich mesa, be effected in accordance with anv option therefor to the Lease. with the same force and effect as if the New, Oauer «zrc the Landlord under the Lcau. and `I•enan[ dos hereby anorn to the Nav Owner az its landlord said anornment to be effective and self-0perative without the execution of env fitnhu insuuments on the part of either pam• hereto immediately upon the New Owner succeeding to the interest of Landlord under the Lease: provided, howatr, that Tenant shall be under no oblieation ;o pas, to the Ncss• Chsrer anc rent or o:her sum payable pursuant to the Lease anti! Tenant receives sa;isfaaon• aidcna. from the New Cs:ner titer it has seeceedud to the i:rerrst of Landlord e:adcr the Lease. the resTex:iec nghs and obligations o: ; ens, t anc the New (hsner apon sac : aaerrment. to the c~.ent of the :Ser. rcmatning ba!anx of the ter-n of Qle L^_aze and arty such e~te~stnns and renewals. shal° ec and era the sa:nr. as roac set iorth therein: it bein¢ the ir.¢utior. of :11e panics hereto fnr this pltrpose to incurporate the Lose in thi; Agrcemxm be reference with the same force and effect ac if set froth at lengilt heron. '_?. Limitation of Duties of Nse Owner. U the Nav Owner shall succeed to the interest of Landlord under the !_easc. the Naa' Owner shall bt bound to Tenant under all the terms. eosenana and conditions of rte Lease. and Tenarn shall. from and after the Nav Owner's succession to the interest of Landlord under the Leases have the same remedies a_earnst the New Owner for the breach oC am' agreement comained in the Lease that Tenant mieht have had under the Lease aeainst Landlord if the New Owner had not succeeded to the interest of Landlord: presided. however, that the Nav Owner shall not be (i) personal)c liable for am' act or omission of Landlord: or (ii) bound b}' env rent which Tenant mieht halt paid to Landlord for more than the currem rental period: or (iii) bound by env amendment or modification of the Lease made without its consent. - -' ,EST]llCAOCES ti'S'r? C~1S .'^;a Y..C 57591 Uni OS 't Pi 11'5.4\t 1.3. Landlord's Trvstec. In the event that anc coun of competem jurisdiction determines. in conneeuon with anv bankruptq'. msoh enc~-. ligwdauon. dissolution rccnvcrship or other similar proceeding aHecune landlord. that anc amounu pard b}' Tenam to Secured Pam- under Seciion 2? hereof should have been paid by Tenant to Landlord or Landlord's trustee, rcceivcr. liquidator or other person eacrcising similar powers in rnnnectron with ana' such proceeding (any of the foregoing being referred to az a 'Tnuttt") and orders Tenant to pest such amounu to Landlord or the Trustee. Soured Pam' shall prompth• pay such amount together with any interest or cosu imposed b}• such court. on behalf oC Tenant Secured Pam• shall hold Tettant harmless from any claims of Landlord or the Tnuttt, damaees or expenus in ana such procttdines arising out of ana• amounts paid by Tenant to Secured Pam• under Saxon 2.2 hereof. which expenses shall include reasonable attomn's fees. Section 3. Subordination of Lase. Tenant rna•ertanu. stipulates and agrees that the Lean is heretic. and shall a[ all times continue to be, subordinated and made secondan~ and inferior in each and eacn• respect to the Superior Agreement and to any and all renewals. modifications, e~teruions. substitutions. replaeemenis and/or consolidations of the Superior Agreement but any and all such rcneaaals. modifipuons. extensions. substitutions. replacemenu and/or consolidations shall nearnhelas be subject to and entitled to the benefits of the terms of this Agreement. Seevon 4. Miscellaneous. 4.1. R'aivcr. No purposed waiver by tither pain of any default by the other pam~ oC anc term or proaision contained herein shall be deemed to be a wanror of such term or.proaision unless the «aia-er is in aaTiline and signed by the waraine pain'. No such waiver shall in ana• ea•ent be deemed a aaaiver of any subsequent default under the same or anc other term or proaision contained herein. 4.2. Entire .4erttment. This Agreement uu forth the entire understanding between the parties concernrne the subject maser oC this Agreement and incorporates all prior negotiations and undcrsundings. There arc no coacnanu. promises, agreements. conditions or understandings. either oral or aarlnen betaaecn the ponies « lacing to the subject matter of this Agrttmen[ other than thou sq fonh herein. No representation or uartartty has btxn made by or on behalf of either pain to this Agreement (or any officer. director, emplrnroe or agent [hereof) to induce the other pam• to enter into this Agreement or to abide by or rnnsummatc am~ transactions contemplated b~• any terms of this Agreement except rcprexntations and Warranties. if ana•. e~pressl}~ tit forth herein. No alteration amendment change or addition to this Agreement shall be binding upon either pam• unless in aaTiting and signed by the pam• to be charged. 4.3. Successors. Each and all of the proaisions of this Agrttment shall be binding upon and inure to the benefit of the ponies hereto and their respetvar successors and azsigns. 4.4. Notices. Am• consent aaaiaYr. notitt, demand. request or other instnuncn[ required or permined [o be given under this Agreemem shall be in Writing and be tint be cenified or registered United States mail. return receipt requcned. postaee prepaid addressed: If to Tenant: MICRO CE1.'1'ER 1555 l\'. Lane Avenue Columbus. Ohio 43221 Attention: Chief Financial Ol~cer U;c iecur_d Parn~: =.nr sucl: consent. waver. notice. demand. cequest or other instrument shall be deemed Eirer, upon receipt or upon the efutal of the addressee ro rccact the same as :ndtrated on the :cturn rccetpt. Either pam~ maa~ chance ns address for routes b}~ notice m the manner set fonh above. ~ _ =5. Caouons. The captions and section numbers appeanne m thu Aerccmcnt arc tnscncd oral a~ az a maser of oncenicnce Thea do not define. limn. construe or desenbe the scope or intern of the proctsions of ttus Aereemem. :_. -ssr~xs~ -z r: ~s" casn'sr\~~' C' c ]593 Au: of ]~ of l i ss oat toy +os tog no rn a2 13 !4 u t6 n III 19 zo n .i •3 a 6 7 s 9 1 t t t 4.6. Partial Imalidin~. [f am~ term or protision of this Agreement or c. application thereof to anp person, firm or corporation. or nrcvmstance. shall be invalid or unenforceable. the remainder of this Agreement. or the applitauon of such term or protision to persons. firms or corporations, or etrazmstanees. other than those az to which n rs held invalid. shall boat bt unaSmed therebt•. and each term or protision oC this Agreement shall be talid and be enforced to the fiillest e~rent permitted b}• late. 1.7. Gotrming law. This Agreement shall bt gotemed b~• and construed in axordance with the laws of the State of California applicable to agreements m be performed in the State of Califottua. 3.g. Countemans. This Agreement maV be executed in counterparts, each of which when executed by the ponies hereto shall be deemed an original and all of «•hich together shall be deemed the same Agreement. The ponies hereto hatro atrsed this Agreement [o be executed as of the da~~ and year first above written. In the Presence of: In the Presence of: SLATE OF COUNTY OF SS. SECURED PARTY: TENANT: MICRO I`' ECTRONICS. INC.. a Delaware corporation. d/b/a MICRO CENTER The foreeoine instrument was acknowledged before me this da.• of of - on behalf of the 19_ b-` Notan• Public STATE OF COtP.~rIY Q' FRANl;L7t: SS. Tte forcgdng irot:ument was ackrouiedcca before me this __ ` d:.e of i'.+ be behalf of the cozporatlon. _ of M:cro Ficcuo:ucs. lnc.. a Delaware cotporauon, o~i Notan~ Public l11_ EST\i1CFOCES SST] U1SrlYTF Wr S C5 0, Thai od-r 9i ,1 .+'_.. E.~-[37E IT I Tenant's Sims Sa drawings dazed Au¢ust 10, 1993 prcparcd b~• William Dasccnzo p~i~ CoassdtanC consisting oC sheets !lagging Superior Electrical Ad~'crtising, and Cut Sheet for Neostix S}stem. A. B. C. _EST ~9CRDCES ~STT' GLS7L'S7~y pDC 5691 Draft O8?7931: `5l`.t r '- '~ ~~Tnr* J 1 ~ 1 _ Urban Design Concept PACIFIC. CE3VTE}~ EAS~- CiTY OF TUS7~ /w«rr _ J Ut;{U-~~ .;:_:r!! tt;Ut! t:UUYF,t,ti"' "t:Utt, aYkP. TU ~IJJ113 YUU~!UUZ RESPONSIBILITY AND INDEMNIFICATION AGREEMENT Re: Occupation of premises at 15222 Del Amo Avenue, Tustin, California prior to execution of proposed and intended Sublease between the Tustin Community Redevelopment Agency and Micro Electronics, Inc. for office space. Hicro Electronics, Inc. hereby agrees that it will be fully responsible to the City of Tustin and to its Lessor for all loss, damage and expense connected with .and/or arising out of Micro Electronics, Inc.~s occupation of the above-referenced premises prior to the Rent. Commencement Date of the Sublease for the above- captioned premises and Micro Electronics, Inc_ hereby agrees to fully indemnify, defend and hold the City of Tustin, its officers, eaployees, agents, attorneys, representatives, successors, assigns and Lessor harmless from and against all claims, suits, damage, loss, and costs of liability arising out of or connected with Micro Electronics, Zno.'s use and/or occupation of the aforesaid premises. AGREED TO THIS DAY OF AUGUST, 1993. By: Richard M. Mershad, Vice President Micro Electronics, Znc. ACCEPTED: CITY OF TUSTIN Ey: ATTACHMENT 4 SCHEDULE OF PERFORMANCE ATTACHMENT 4 SCHEDULE OF PERFORMANCE TASR 1. Execution of Agreement b Aaencv. The Agency shall approve and execute this Agreement and shall deliver one copy each to the Tenant and the Property Owner. PERFORMANCE SCHEDULE OR STATUS Not later than forty-five (45) days after the date of execution and submission of three (3) copies of this Agreement by Tenant and Property Owner. Entitlement Drawings Submittal. The Tenant and the Property Owner shall submit the required plans for review by the Planning COmm15SlOh dnd Redevelopment Agency to obtain entitlement for the development. Completed Review of Plans by Completed Planning Commission. Planning Commission shall approve, conditionally approve or deny submittal. 4. Review of Plans by Completed Redevelopment Aaencv. Redevelopment Agency shall approve, conditionally approve or deny the submission. Submission of Final Completed Construction Drawings and Plans for Phase I Improvements. Tenant and Property Owner shall submit complete construction drawings and plans to City for Review and approval. ATTACHMENT NO. (Page 1 of 3) TASR 6. Approval by Planning. Buildingt_and Public works PERFORMANCE SCHEDULE OR STATUS Completed Department. The Planning, Building and Public Works Department shall approve plans for Phase I Improvements and issue Building Permits. 7. Submittal of Irrevocable Completed Offer to Dedicate Riaht- of-Wavs a Condition of Phase I Permit Issuance. The Tenant and the Property owner shall submit an irrevocable offer to dedicate required right-of-way. 8. Submittal of Bond for Phase III Public Works Improvements as a Condition of Phase I Permit Issuance. Tenant and Property Owner shall submit a bond in the amount of the estimated cost of the ultimate street improvements. ,Completed 9. Buildingt Permits for Phase Completed I Improvements. Tenant and Property Owner shall obtain building permits for approved Phase I Improvements. 10. Completion of Construction Completed of Phase I Improvements Tenant and Property Owner shall complete Phase I Improvements. il. Submittal of Plans for Upon submittal of plans for any Phase II Improvements. development of the property Property Owner shall immediately west of the Site. submit plans for the Phase II Improvements ATTACHMENT NO. (Page 2 of 3) TASK 12. Completion of Phase II Improvements. Property Owner complete Phase II improvements. PERFORMANCE SCHEDULE OR STATUS Before issuance of certificate of occupancy for any development of the property immediately west of the Site. 13. Submittal of Plans for Pursuant to the Agreement Phase III Improvements. between the City and the Property Owner shall Property owner dated September submit construction plans 21, 1993, or as may be amended. for completion of all Phase IZI Improvements. 14. Completion of Phase III Improvements. Property Owner shall complete all Phase III Improvements. Pursuant to the Agreement between the City and the Property Owner dated September 21, 1993, or as may be amended. 15. Payment of AQency As set forth in Section 310 of Assistance. Agency makes this Agreement. assistance payments to the Tenant. ATTACHMENT NO. 4 (Page 3 of 3) ATTACHIV~NT 5 SCOPE OF DEVELOPMENT ATTACHMENT NO. 5 SCOPE OF DEVELOPMENT I, GENERAL DESCRIPTION The Site is delineated on the Map (Attachment No. 1) and the Legal Description (Attachment No. 2) pursuant to Section 103 of the Agreement. IZ. DEVELOPMENT OF THE SITE IMPROVEMENTS 1. Definition of Improvements The Tenant and the Property Owner shall complete all of the Phase I Site Improvements set forth in this Scope of Development (Attachment 5). The Property Owner shall complete all of the remaining Site Improvements set forth in this Scope of Development (Attachment No. 5) which shall include those to be constructed on the Site and those infrastructure improvements required in connection with the City's entitlement process. All improvements set forth in this Part II of the Scope of Development (Attachment 5) (including all of the Phase I, Phase II and Phase ZIZ Improvements), which conform to the Development Standards of Part III hereof, together constitute the "Site Improvements." The Site Improvements consist of three phases as follows: (i) the "Phase Z Improvements", which shall consist of those certain improvements described in Section 4 of this Attachment No. 5; all of which have been completed; (ii) the."Phase II Improvements", which shall consist of those certain improvements described in Section 5 of this Attachment No. 5 and shall be made at such time as the property to immediately to the west of the Site is developed with any development; and the "Phase III Improvements", which shall consist of those certain improvements described in Section 6 of this Attachment No. 5 and shall be made at such time as there is full improvement to Edinger Avenue as required by to the Pacific Center East Specific Plan and Final Environmental Impact Report, as currently in force or as may be subsequently amended by the City of Tustir. and/or full improvement to Del Amo Avenue as required by the Pacific Center East Specific Plan and Final Environmental Impact Report, as currently in force or as may be subseq~iently amended by the City of Tustin. Schedule for Performance The Property owner shall commence and complete the remaining Site Improvements by the respective times established therefore in the Schedule of Performance (Attachment 4). ATTACHMENT `_ Page 1 of 5 3. Tenant and Property Owner Responsibility for Improvements The respective responsibilities of the Tenant and the Property Owner to undertake or to cause to be .undertaken the Site Improvements, including the allocation to the Property Owner of the sole responsibility for all the remaining Site Improvements have been determined by the provisions of The Lease (Attachment 3). 4. Description of Phase I Improvements As part of the Phase I Improvements, the Tenant and the Property Owner have developed or caused to be developed on the Site an approximately 45,600 square foot retail computer outlet operated by the Tenant and commonly known as "Micro Center, The Electronic Superstore." The Phase I Improvements consist of the interior and exterior rehabilitation/revitalization of the existing building as well as improvements to the parking facility, on-site utilities, on-site landscaping and existing public right-of-way. The Phase I Improvements comprise: a. A full service Micro Center store in the rehabilitated existing structure of approximately 45,600 square feet. b. Redesign of the interior and exterior of the existing retail building pursuant to the. exhibits (Attachment 7) and conditions approved by Planning Commission Resolution No. 3180 (Attachment 6). c. Redesign and/or reconstruction of the existing parking lot to conform to current City Code requirements, pursuant to Planning Commission Resolution No. 3180 (Attachment 6). d. Redesign and/or reconstruction of off-site curb, gutters, driveways and sidewalks, pursuant to Planning Commission Resolution No. 3180 (Attachment 6). e. Landscaping within the existing right-of-way lines for Edinger Avenue and Del Amo Avenue and the on-site property adjacent to the respective rights-of-way, pursuant to Planning Commission Resolutions No. 3178 and No. 3180 (Attachment 6). f. ; fling with the City of Tustin of an irrevocable offer of dedicatior. for the ultimate right-cf-way along Edinger Avenue and De.l Amo Avenue pursuant to Planning Commission Resolutions No. 3177 and No. 3150 (Attachment 6). g. Filing with the City of Tustin of a bond, in a form required by the City, for the ultimate street improvements along Edinger Avenue and Del Amo Avenue, pursuant to Planning Commission ATTACHMENT 5 Page 2 of 5 Resolutions No. 3177 and No. 3180 (Attachment 6). 5. Description of Phase II Improvements As part of the Phase II Improvements, the Property Owner shall undertake or cause to be undertaken those improvements on the Site required for the development of the property immediately west of the Site. The Phase II Improvements shall comprise: a. The removal of the railroad spur on the west side of the Site. b. Landscaping of the area from which the railroad spur is removed. 6. Description of Phase III Improvements As part of the Phase III Improvements, the Property Owner shall undertake or cause to be undertaken those improvements which are dependent on future construction activities to complete the public improvements required for buildout under the provisions of the Pacific Center East Specific Plan and Final Environmental Impact Report for the Pacific Center East Specific Plan. The Phase III Improvements shall comprise: a. As required by Condition No. 5.10 of Planning Commission Resolution No. 3180 (Attachment 6), construction and/or reconstruction for the ultimate configuration under the Pacific Center East Specific Plan and Final Environmental Impact Report of Edinger Avenue including, but not limited to: 1) curb and gutter 2) sidewalks 3) pavement 4) utility undergrourding 5) storm drains 6) water lines 7) sewer lines ATTACHMENT 5 Page 3 of 5 8) street lights 9) signing and striping 10) on-site and off-site landscaping b. As required by Condition No. 5.10 of Planning Commission Resolution No. 3180 (Attachment 6), construction and/or reconstruction for the ultimate configuration under the Pacific Center East Specific Plan and Final Environmental Impact Report of Del Amo Avenue including, but not limited to: 1) curb and gutter 2) sidewalks 3) pavement 4) utility undergrounding - 5) storm drains 6) water lines 7) sewer lines 8) street lights. 9) signing and striping lo) on-site and off-site landscaping, including seven (7) date palms c. Payment of one-third of the cost for the traffic signal reconstruction at Edinger Avenue and Del Amo Avenue. III. DE9F.'LOPMENT &TANDA.4DS All of the Site Imprcvements shall be developed in conformity with (i) the Municipal Code of the City of Tustin and the Pacific Center East Specific Plan (as in effect at the time plans for the Phase I Improvements, Phase II Improvements and Phase III Improvements are respectively approved) and (ii) the conditions of ATTACHMENT 5 Page 4 of 5 Planning Commission Resolutions No. 3177, 3178, 3179 and 3180 and Redevelopment Agency Resolution No. RDA 93-13 (Attachment 6). The Property Owner acknowledges responsibility to obtain any approvals required by CalTrans or any other governmental agency, utility or other agency, including the City of Tustin, which has jurisdiction over all or a portion the Site Improvements. The Property Owner shall make all necessary -applications by such time(s) as will be consistent with the timely commencement and completion of various portions of the off-site improvements by the respective times established therefor by the Schedule of Performance (Attachment No. 4). ATTACHMENT 5 Page 5 of 5 AT'T'ACHMENT 6 PLANNING COMMISSION RESOLUTIONS 3177, 3178, 3179, 3180 REDEVELOPMENT AGENCY RESOLUTIOI~1 RDA 93-13 2~~ RESOLUTION NO. 3177 $ A.RESOLUTION OF THE PLANNING~COMMISSION OF THE~CITY OF TUSTIN, CONDITIONALLY APPROVING THE PLANNING ¢ AREA 6 CONCEPT PLAN FOR THE PACIFIC CENTER EAST SPECIFIC PLAN. 5 The Planning Commission of the City of Tustin .does hereby 6 resolve as follows: 7 I. The 'Planning Commission finds and determines as follows: $ A. That a proper application to consider the Planning Area 6 Concept Plan for the Pacific Center East 9 Specific Plan was filed by Catellus Development, Inc. and Micro Center. 10 B. That said application was considered by the 11 Planning Commissionon August 23, 1993. 12 C. PurSUant to Section 9272 of the Tustin Municipal Code, the Commission finds that the location, size 13 , architectural features and general appearance of the proposed development will not impair the 14 orderly and harmonious development of the area, the present or future development therein, or the I5 occupancy as a whole. In making such findings, the Commission has considered at least the following 1~ items: I7 1. Setbacks and site planning; I8 2. Landscaping, parking area design and traffic circulation; 19 20 3. Physical relationship of proposed structures to existing structures in the neighborhood; and 21 22 4. Development Guidelines and criteria as adopted by the City Council, particularly the Pacific ....3 Center East Specific Pl.ar.. ~i I:i. ;he Planning Commission hereby conditionally approves the 21~~ Fiarning :area o Concept Plen fcr the Pacific Center East ~ Specific Plan, subject to the conditions contained in ~ 2:~I Exhibit A, attached hereto. 2G 27 2s 1 3II Resolution No. 3177 Page 2 Q PASSED AND ADOPTED by the Planning Commission of the City of Tustin, at a regular meeting on the 23rd day of August, 1993. 5 s ~ ~ ~ ~~ ~-~C~ 7 MARJORIE SALEK Chairperson 8 9 KATHLEEN CLANCY 10 Recording Secretary 11 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) 12 CZTY OF TUSTIN ) 13 I, KATHLEEN CLANCY, the undersigned, hereby certify that I am 14 the Recording Secretary of the Planning Commission of the City of Tustin, California; that Resolution No. 3177 was duly I5 passed and adopted at a regular meeting of the Tustin Planning Commission, held on the 23rd day of August, 1993. 1G I7 ~ - IS THLEEN LANCY Recording Secretary 19 20 21 23i 24 25 2G 27, 2S EXFiIBZT A RESOLUTION NO. 3177 CONDITIONS OF APPROVAL PLANNING AREA 6 CONCEPT PLAN GENERAL. (1) 1.1 The proposed project shall substantially conform with the submitted plans date stamped August 23, 1993, on file with the Community Development Department as herein modified or as modified by the Director of Community Development in accordance with this Exhibit. The Director of Community Development may also approve subsequent minor modifications to plans if such modifications are found to be consistent with provisions of the Pacific Center East Specific Plan. (1) 1.2 The property owner shall sign and return an "Agreement to Conditions Imposed" form prior to issuance of building permits for Design Review 93-020 (Micro Center). (i)~ 1.3 The property owner shall ,hold harmless and defend the City of Tustin for all claims and liabilities arising out of the City's approval of the entitlement process for this project. PLANNING AREA 6 CONCEPT PLAN (4) 2.1 The intersections of Edinger/Newport, Edinger/Del Amo and (5) Newport/Del Amo shall be signalized intersections. Thy mid-block intersections on both Del Amo and Newport may have full turn access restricted due to traffic volumes, subject to approval of the City Engineer and signals may be required at these intersections, subject to approval of the City Engineer. (4) 2.2 The landscape concept within the Planning Area shall be consistent with E;;hibit 8 of the Pacific Center East Specific Plan. SOURCE CODi:S --- (1) a'T.'~.27DARD CONDITION (5) RESFONSZBLE AGENCY REQUIREMENT (2) CEQA MITIGATION {6) LARDSCAPZNG GUIDEi.ZNES (3) UNIFORM. Bti~LDING CODE/S (7) ?C/CC POLICY (t) DESIGN REVZEF *** ERCEPTION Exhibit A - Conditions of Approval Planning Area 6 Concept Plan i2esolution No. 3177 Page 2 (2) 2.3 Development of vacant parcels shall submit a pesticides/toxicity report which identifies any potential pesticide "hot spots" and recommends .procedures for necessary soil•mixing or removal. (2) 2.4 Any future development plans for structures over 60 feet in height shall be submitted to the Federal Aviation Administration and Airport Land Use Commission foc review and comment. DF:br 2 3 4' 5 6 7 ~(~ ~ ~~" RESOLUTION NO. 3178 A RESOLUTIOA` OF THE PLANNING COMMISSION OF THE CITY OF TUSTIN, APPROVING VARIANCE 93-004 TO INCREASE A PORTION OF THE BUILDING HEIGHT FROM 35 FEET TO 45 FEET AND TO REDUCE THE REQUIRED LANDSCAPE SETBACKS ALONG THE EDINGER AVENUE STREET FRONTAGE FROM 30 FEET TO APPROXIMATELY 24 FEET AND.ALONG DEL AMO AVENUE FROM 30 FEET TO APPROXIMATELY 23 FEET ON THE PROPERTY LOCATED AT 1100 EDINGER AVENUE. The Planning Commission of the City of Tustin does hereby resolve as follows: g I. The Planning Commission finds and determines as follows: 10 A. That a proper application, variance 93-004, has been filed by Micro Center to increase a portion of II the building height from 35 feet to 45 feet and to reduce the required landscape setbacks along the 12 Edinger Avenue street frontage from 3o feet to 13 approximately 24 feet and along Del Amo Avenue from 30 feet to approximately 23 feet on the property located at 1100 Edinger Avenue. I4 B. That a public hearing was duly noticed called and 15 , held by the Planning Commission on August 23, 1993. 1G C. The Planning Commission has reviewed the subject 1% request for a variance to decrease the landscape setbacks on the Edinger and Del Amo Avenue street frontages and has made the following findings: I8 19 1. Granting the variance shall not constitute a grant of special privileges inconsistent with 2~ the limitations upon other properties in the vicinity and district in which the project is 2I situated in that there are other properties within the PCESP on Del Amo with less than the ~ mir,i.mum 30 foot landscape setback. For example, the property at 15222 Del Amo is 2' presently dwelcped with a 22 foot landscape i i set:~ac}; .o the parY.ing lot. G4I~ 2. There are unusual ur exceptional circumstances ~ applicable tc: the property, including size, ~ shape, tcpography, location or surroundings which deprive the subject property of 2G privileges enjoyed by other properties in the area, in that with the existing structure 27 remaining and the site parking lot ~ reconfigured to comply with applicable drive aisle widths and stall sizes, the maximum amount of landscaping along the street 2 3 4 5 6, 7 8 9 IO lI I2 14 I5 1G 27 I8 I9 20 2l .~ 24 25 2G 27 2s I Resolution No. 3178 Page 2 frontages are provided. In addition, the requirements to dedicate the ultimate right- of-way also reduces the amount of land between the existing structure and the street. Even with the reduction in the landscape setbacks, the intent of the street scape concept to provide parking lot screening, an 8 foot side meandering sidewalk and street trees consistent with the PCESP Landscape Concept Plan can be accomplished. D. The Planning Commission has reviewed the subject request for a variance to increase a portion of the building height and has made the following findings: 1.. Granting the variance shall not constitute a grant of special privileges inconsistent with the limitations upon other properties in the vicinity and district in which the project is situated in that there are other uses and structures within the Regional Center that would permit higher maximum building heights. The hotel could be a maximum of eight stories or 120 feet. Office buildings could be a maximum of 65 feet in height. The original Urban Design Plan of the PCESP envisioned that the rehabilitation site would be demolished and reconstructed with office buildings and a hotel. The strict conformance to the height limit would preclude this property from enjoying the height limits of other uses within the Planning Area to gain visibility and exposure to the SR-55 freeway as encouraged by the PCESP. 2. There are unusual or exceptional circumstances applicable to the property, including size, Sh~•Pe. topography, ;ocatio, or surroundings which deprive the subject troperty of F.ivileges enjoyed by other. properties i.n the Brea, in that the site is not immediar.eiy adjac2i;t to the SR-55 *reeway which increases the need to utili7.e architectural features of the building to provide visual opportunities. In additions, the mass and scale of the building presents a need to provide some vertical articulation to add interest and variety to the elevations as encouraged by the PCESP Urban Design ,Guidelines. The towers and the resultant height of 45 feet appear to be 3II Resolution No. 3178 Page 3 4 appropriate with the proposed elevation improvements and would still be well under the' 5 120 maximum height limit for hotels within this Planning Area. G E. An Environmental Impact Report (EIR 90-1) for the 7 Pacific Center East Specific Plan has been certified in conformance with the requirements of g the California Environmental Quality Act for the subject project area. 9 II. The Planning Commission hereby approves Variance 93-004 IO to increase a portion of the building height from~35 feet to 45 feet and to reduce the required landscape setbacks II along the Edinger Avenue street frontage from 30 feet to approximately 24 feet and along Del Amo Avenue from 30 12 feet to_approximately 23 feet on the property located at 1100 Edinger Avenue, subject to the conditions contained 13 in Exhibit A of Planning Commission Resolution No. 3180, incorporated herein by reference. I4 15 I PASSED AND ADOPTED at a regular meeting of the Tustin Planning Commission, held on the 23rd day of August, 1993. 1G 17 ~ ~ "t/~~t C ~ 1S J MARJORIE SALEK ~~ Chairperson is 20 KATHLEEN CLANCY 21 Secretary 22 i ~ STATE OF CALIFORNIA ) C ' 2v OUNTY OF O;.AT ,r. ) 24 ~ I~ CITY OF TUS'IIN r I I' ICP.THLF.EN CLt,N CY ti)e undersigned, hereby certify tzat I am 2~ I tha Recording Secretary o£ the Planning Commission of the City ' of Tustin, California; that Resolution No. 3.178 was duly lG passed and adopted at a regular meeting of the Tustin Planning Commission, held on the 23rd day of August, 1993. 27 2s `--~i ate` ~ poaz-~ c~ ~ KATHLEEN CLANCY ~_ ii I ~ Recording Secretary 2 3 4 5 6 7 8 9 10 17~~ 12 13 I4 15 IG 17 I8 19 20 2] 22 2~1 2~sI 1 ~, . 2G 27 28 RESOLUTION NO. 3179 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF TUSTIN APPROVING CONDITIONAL USE PERMIT 93-027, AUTHORIZING A MASTER SIGN PROGRAM WHICH DEVIATES FROM THE CITY'S SIGN CODE ON THE PROPERTY LOCATED AT 1100 EDINGER AVENUE. The Planning Commission of the City of Tustin does hereby resolve as follows: I. The Planning Commission finds and determines as follows: A. That a proper application, Conditional Use Permit 93-027 has been filed by Micro Center to establish a Master Sign Plan which deviates from the City~s Sign Code on the property located at 1100 Edinger Avenue. ' B. A public hearing was duly noticed, called and held by the Planning Commission on August 23, 1993. C. That establishment, maintenance and operation of the proposed Master Sign Plan will not, under the circumstances of this case, be detrimental to the health, safety, morals, comfort or general welfare of the persons residing or working in the neighborhood of such proposed use, nor to the general welfare of the City of Tustin as evidenced by the following findings: 1. Although th:- individual sign area exceeds that allowed by the Sign Code, the allowed sign area percentages of a building elevation would not be exceeded ensuring that the signs appear proportionate to the elevation on which they are located; 2. The tower sign on the north elevation provides business identification while the smaller wall sign provides directional information and identi.`.ies the buildino a:dress encouraging proper site access and direcr;or, toward the front entrance of. the store on Del Amo Ave:.ue. 3. Tile pole sign would result .in t, e removal of two nonconforming pole signs, one or, the subject property and one on tt,e adjacent property to the west thus enhancing the overall appearance of the PCESP area. The proposed pole sign incorporates. the existing pole structure of the pole sign from the adjacent property into its design and provides architectural elements consistent with the 2 Resolution No. 3179 Page 2 3 ~ proposed building improvements to provided a consistent design treatment. This would not S set a precedent to establish pole signs within the Pacific Center East Specific Plan area as G there are no other pole .signs within the Specific Plan area to be removed with any 7 future development. proposals. 8 II. The Planning Commission hereb a y pproves Conditional Use 9 Permit 93-027 to establish a Master Sign Plan on the property located at 1100 Edinger Avenue, subject to the 10 conditions contained in Exhibit A, attached hereto. 11 PASSED AND ADOPTED at a regular meeting of the Ttfstin Planning Commission, held on the 23rd day of August, 1993. 12 . I3 14 ls~ 1G~ i$II KATHLEEN CLANCY Secretary 20 21 22 2;i 24 25 2G 27 2S STATE OF CALIFORNIA ) COUNTY OF.ORANGE ) CITY OF TUSTIN ) _~ ~-~ < ~~ MARJORIB ALEK Chairperson I, KATHLEEN CLANCY the undersigned, hereby certify that I am ti!e Recordinc Secretaay of the Pi ann.inR Comais=ion of the City of Tustin, California; cl:a*_ Resc'_uT.icn No. X179 xas duly passed and adopted at a regular meeti.g of the Tustin ?lar+.ning Commission, held en the 23rd day o£ Augusr_, 1953, ~2~%~~~.7 Cl%~ ~~ K?~THLEEN CLANCY //"~ Recording Secretary(/ E~iI IIIT A RESOLIITI02h NO. 3179 CONDITIONS OF APPROVAL CONDITIONAL IISE PERHZT 93-027 (MICRO CENTER) GENERAL (1) 1.1 The proposed project shall substantially conform with the submitted plans date stamped August 23, 1993 on file with the Community Development Department as herein modified or as modified by the Director of Community Development in accordance with .this Exhibit. The Director of Community Development may also approve subsequent minor modifications to plans during plan check if such modifications are found to be consistent with provisions of the Pacific Center East Specific Plan. (1) 1.2 Unless otherwise specified, the conditions contained in 'the Exhibit shall be complied with prior to the issuance of any sign permits for the project, subject to review and approval by the Community Development Department. (1) 1.3 Conditional Use Permit approval shall become null and void unless all building/sign permits are issued within eighteen (18) months of the date of this Exhibit. (1) i.4 The applicant shall sign and return an "Agreement to Conditions Imposed" form prior to issuance of sign permits. (1) 1.5 The applicant and property owner shall hold harmless and defend the City of Tustin for all claims and liabilities arising out of the City's approval of the entitlement process for this project. (1) 1.6 All graffiti shall be removed within 72 hours of a complaint being transmitted by the City to the property owner. Failure to maintain said structures and adjacent facilities Brill be grounds for City enforcement of its ?roperty Kair;*_enance OrZirarce, i.r;cludiny nui.san~e abatement prccedcres. SOrJRCE CODES (1) STANDARD CONDITIONS (4) IINZFORM BIIILDING CODE (2) PLANNING COY.Y.ISSION POLICY (5) RESPONSIBLE AGENCY (3) N.II2QZCIPAL CODE REQIIIREY.ENT 1 2 3 4 5 6 7 8 9 10 II 12 13 I4 I5 IG 17 18 Is 20 21 ~i 24 25 2G 27 2s RESOLUTION NO. 3180 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF TUSTIN, RECOMMENDING TO THE REDEVEhOPMENT AGENCY APPROVAL OF DESIGN REVIEW 93-020 (MICRO CENTER) FOR VARIOUS SITE AND BUILDING IMPROVEMENTS AT 1100 EDINGER AVENUE. The Planning Commission of the City of Tustin does hereby resolve as follows: I. The Planning Commission finds and determines as follows: A. That a proper application, Design Review 93-020, was filed by Micro Center requesting approval of various site and building improvements on the property located at 1100 Edinger Avenl~e. B. That the said application was considered by the Planning Commission on August 23, 1993. C. That an Environmental Impact Report (EIR 90-1) for the Pacific Center East Specific.Plan has been certified in conformance with the requirements of the California Environmental Quality Act for the subject project area. D. This project has been determined to be exempt from the provisions of Measure •'M" and CMP requirements in that the project is below the thresholds for Measure "M" and the CMP_ E. The proposed retail use in permitted within the Regional Center Land Use Designation of the Pacific Center East Specific.Plan. F. Pursuant to Section 9272 of the Tustin Municipal Code, the Commission finds that the location, size, architectural features and general appearance of the proposed development will not impair the erder~.y and harmonious developmen~ cf the a'rfa, the , present or futurE development t:erein, er ti:e i occu:~ar~cy as a whole. In makira such findincjs, the ~ Commission has considered at least ::he followirc? items: 1. Height, bul}: and area of buildings. 2. Setbacks and site planning. 3. Exterior materials and colors. S. Type and pitch of roofs. 7 2 Resolution No. 3180 3 Page 2 4 5• Size and spacing of windows, doors and other 5 openings. 6 6. Towers, chimneys, roof structures, flagpoles, radio and television antennae. 7 ~• Landscaping, parking area design and traffic 8 circulation. 9 8• Location, height and standards of exterior IO illumination. 9• Location and appearance of equipment located II outside of an enclosed structure: I2 10_ Physical relationship of to existin Proposed structures I3 g structures in the neighborhood. li. Appearance and design relationship of proposed I4 structure to existing structures IS feature structures in the neighborhood land Public thoroughfares. IG 12- Development Guidelines and criteria as adopted I~ by the City Council, particularly the pacific Center East Specific Plan. I8 1I• The Planning Commission Redevelopment Agency a hereby recommends to the I9 various site and buildlhroval of Design Review 93-020 for located at 1100 Edinger Avenuelfications on the property 20 contained in Exhibit A ~ subject to the conditions attached hereto. 21 22 ~~li _I I n ~II 27 1 2 3 4 5 6 7 8 9 TO II 12 Resolution No. 3180 Page 3 PASSED AND ADOPTED by the Planning Commission of the City of Tustin, at a regular meeting on the 23rd day of August, 1993. KATHLEEN CLANCY Recording Secreta ~'~ ~ ~~) MARJORI .KASALEK Chairperson 13 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) 14 CITY OF TUSTIN ) 15 I, KATHLEEN CLANCY, the undersigned, hereby certify that I am the Recording Secretary of the Planning Commission of the City 10 of Tustin, California; that Resolution No_ 3180 was duly passed and adopted at a regular meeting of the Tustin Planning 17 Commission, held on the 23rd day of August, 1993. 91 1 ~, ~ I THLEEN CLANCY 20 Recording Secreta 21 22 23 ~,~ 25 2G 27 2S E?IIiIIIZT A RESOLIITION NO_ 3180 CONDITIONS OF APPROVAL DESIGN REVIEA 93-020 (HICRO CENTER) GENERAL (1) ,i.i The proposed project shall substantially conform with the submitted plans date stamped Auqust 23, 1993 on file with the Community Development Department as herein modified or as modified by the Director of Community Development in accordance. with this Exhibit. The Director of Community Development may also approve subsequent minor modifications to plans during plan check if such modifications are found to be consistent with provisions of the Pacific Center East Specific Plan. (1) 1.2 Unless otherwise specified,-the conditions contained in the Exhibit shall be complied with prior to the issuance of any building permits for the project, subject to review and approval by the' Community Development Department. (1) 1.3 Design Review approval shall become null and void unless all building permits are issued within eighteen (18) months of the date of this Exhibit. (1) 1.4 The applicant and property owner shall sign and return an "Agreement to Conditions Imposed" form prior to issuance of building permits. (1) i.5 The applicant and property owner shall hold harmless and defend the City of Tustin for all claims and liabilities arising out of the City's approval of the entitlement process for this project. (1) 1.6 A11 graffiti shall be removed within 72 hours of a complaint being transmitted by the City to the property owner. Failure to maintain said structures and adjacent facilities will be grounds for City enforcement of its Prope_t;- Meiatentince :?rcinarce, inclu3ing -uisance --.abatement orc>cedures. SOiTFtCE CODES (1) STANDARD CONDITION (5) RESPONSIBLE AGENCY REQUIR£ME2.'T (2) CEQA MITIGATION (6) LANDSCAPING GIIIDELIN£S (3) IINIFORM BIIILDING CODE/S (7) PC/CC POLICY (4) DESIGN REVIEW *** E7iCEPTION Exhibit A - Conditions of Approval DR 93-020 Resolution No-. 3180 Page 2 PLAN SIIBMITTAL 2.1 At building plan check the following shall be submitted: (2) A. Construction plans, structural calculations, and (3) Title 24 energy calculatinns. Requirements of the Uniform Building Codes, State Handicap and Energy Requirements shall be complied with as approved by the Building official. (2) B. Preliminary technical detail and plans for all (3) utility installations including cable Tv, telephone, gas waster and electricity. Additionally, a note on plans shall be included stating that no field changes shall be made without corrections submitted to and approved by the Building Official. (2) C. Final grading and specification consistent with (3) the site plan and landscaping plans and prepared by a registered civil engineer for approval by the Community Development Department and in conformance with the City's standards for private improvements. (2, D_ Any new foundation work shall include reinforcement (3) as reviewed and approved by the Community Development Department. (2) E. All pavement "R" values shall be reviewed and approved by the Community Development Department in accordance with applicable City standards. (2) F. All structures shall be developed in accordance (3) with applicable seismic design provisions of the Unifcrr Euilding Code an3 reviewed .i7d approved by the Community Deveiopmen. Department. (1) 2.2 Submitted construction drawings shall be in cor.for:nance :aitYe all 3evelopment stard~rds as applicable in the Pacific Center East Specific Plan. (1) 2.3 Submitted construction drawings shall be in conformance with all applicable provisions of the City's Security ordinance, including exterior lighting requirements and security hardware. Exhibit A - Conditions of Approval- DR 93-020 Resolution No. 3180 Page 3 *** 2.4 Specifications at building plan check submittal shall reflect material call-outs on all elevations of the building and applicable details and notes added indicating that all surfaces below the proposed stucco/plaster wall system shall be coated and protected with a graffiti resistant finish and/or material. (21 2.5 The applicant shall comply with all City policies regarding short term construction emissions, including periodic watering of the site and prohibiting grading during second stage smog alerts and when wind velocities exceed 15 miles per hour. SITE AND BIIILDING CONDITIONS (1) 3.1 Provide exact details of all exterior door and window (4) types, including but not limited to such information as frame color and glass tint. (1) 3.2 All exterior colors to be used shall be subject to review - (4) and approval of the Director of the Community Development Department. All exterior treatments shall be coordinated with regard to color, materials and detailing and noted on submitted construction plans and elevations shall indicate all colors and materials ~o be used. (1) 3.3 Note on final plans that a six-foot high chain linked fence shall be installed around the site prior to building construction stages. Gated entrances shall be permitted along the perimeter of the site for construction vehicles. (1) 3.: All mechanical and electrical fixtures and equipment (4) shall be adequately and decoratively screened from view from any shutting street ~r highway. The screen shall i,e ;:onsiderec as ar. element cf the overa:ii design of t?:e project en3 shall blend wir_h the architect~:.ra.l design of buildings. AL telephone and electrical boxes shall be irdicatcct on the building plans and steal] be comnletely screened. Electrical transformers shall be located toward ttie interior of the project maintaining sufficient distance to minimize visual impacts from Edinger and Del Amo Avenues. (1) 3.5 Exterior elevations of the buildings shall indicate any (4) fixtures or equipment to be located on the roof of the building, equipment heights and type of screening. Exhibit A - Conditions of Approval DR 93-020 Resolution No. 3180 Page 4 (1) 3.6 No lights shall be permitted which may create any glare of have a negative impact on adjoining properties. The location and types of lighting shall be subject to the approval of the Director of Community Development. (1) 3.7 A11 exposed metal flashing shall be painted to match the building. (1) 3.8 All utilities exclusively servicing the site shall be (2) undergrounded. (2) 3.9 The applicant shall consult with the utility companies to incorporate energy conservation measures which will reduce stationary sources emissions. (2) 3.10 The applicant shall comply with all South Coast Air Quality Management District rules and regulations related to the project. (2) 3.11 Periodic cleaning (i.e. street sweeping) of paved areas shall be performed to remove small particles size sediments with absorbed pollutants caused by uses of the area. (1) 3.12 The applicant shall comply with the City~s Noise (2) Ordinance and the use of properly maintained muffler systems on all construction equipment. *** 3.13 The southerly driveway which accesses Del Amo Avenue shall be removed and closed at such time that the midblock intersection on Del Amo Avenue as indicated on the Planning Area 6 Concept Plan is constructed and adjacent access improvements are installed on the property to the south of the subject property and reciprocal access is granted to Micro Center. Modifications to access to the loading area shall also be modiried ronsistPnt with L-h~ Plan?ii~c A_ea Cc~ce}t Flan. L??:DSCAPING GFOII2~'DS P.ND F.APDSCpPE ELE2~1'TS (1) 4.1 Submit a*_ pian check complete detailed lands :aping and irrigation plans for all landscaping areas, consis~ent with adopted City of Tustin Landscaping and Irrigation Guidelines. Provide summary table identifying plant materials. The plant table shall list botanical and common names, sizes, spacing, location and ouantity of the plant materials proposed. Show planting and beaming details,. soil preparation staking, etc. The irrigation plan shall show location and control of bac}:flow Exhibit A DR 93-020 Resolution Page~S (7) ... Conditions of Approval No. 3180 prevention devices, pipe size, sprinkler type, spacing and coverage. Details for all equipment must be provided. Show all property lines on the landscaping and irrigation plan, public right-of-way areas, sidewalk widths, parkway areas, and wall locations. The Community Development Department may request minor substitutions of plant materials or request additional sizing or quantity materials during plan check. Note on landscaping plan that coverage of landscaping and irrigation materials is subject to field inspection at project completion by the Department of Community Development. 4.2 The submitted landscaping plans at plan check shall reflect the following requirements: :+- Turf 'is unacceptable for grades over 25:. A combination of planting materials must be used, ground cover on large areas alone is not acceptable. > B. Shrubs shall be a minimum of 5 gallon size and shall be spaced a minimum of 5 feet on center. C. Ground cover shall be planted between 8 to 12 inches on center. D. Fences, walls and equipment areas, shall be screened with shrubs and/or vines and trees. E. All plant materials shall be installed in a healthy vigorous condition typical to the species and must be maintained in a neat and healthy condition. Maintenance includes but is not limited to trimming, moving, weeding, removal of litter, fertilizing, regular watering and replacement of diseased or dead plants. • Puffer ,3'-'iveway anc par'r_ins areas ait:! iar.3scapir.g berms when possible. G. Landscape adjacent to the right-of-wa;~ shall be coordinated with parkway landscaping. 4.3 At such time that the property to west develops (Assessor's Parcel No. 430-251-03), the railroad spur on the west side of the subject property shall be removed and area landscaping shall be installed in accordance with the City's Landscaping and Irrigation Guidelines within 90 days of the removal of the railroad spur. Exhibit A - Conditions of Approval DR 93-020 Resolution No. 3180 Page 6 Landscaping and Irrigation plans for said landscaping shall be submitted to the Community Development Department for review and approval.-.prior to the installation of•landscaping within said area. PIIBLIC WORKS (1) 5.1 A separate 24" X 36" street improvement plan showing all. proposed interim construction that would be constructed' as part of the initial project within the public right- of-way will be required, which shall include but not be limited to the following: a) curb and gutter b) interim sidewalk on Edinger Avenue at the existing bus stop to the intersection of Edinger/Del Amo c) drive apron d) curb ramp Said plan shall be prepared by a Registered Civil Engineer. In conjunction with the above plan a traffic control plan as prepared by a California Registered Traffic Engineer will also be required. (1) 5.2 A separate 24" X 36" signing and striping plan showing all modifications along Edinger Avenue and Del Amo Avenue which are required as a result of this development will be required. Said plan shall be prepared by a California Registered Traffic Engineer. (2) 5.3 Additional street right-of-way dedication will be required from the property owner along the Edinger Avenue frog;tag=_ adjacent to this develop~rent, as indicat~ci oa a plat: cn file in the £.ngir:EC_~ing Divieicr. ..nd identified a_s "REr:NL'WTOF2.DWG 7/8/93" and "Option 2". This dedication shculd be in the fox-m of an irrevocable offer cf dedication at this time. Additionall}-, in order to faciJ.itate the cor_struction of the infrastructure imprcvements in the future, it is required that an irrevocable offer of dedication be executed for the additional right-of-way at the following locations and also as identified on said plan: a) Edinger Avenue and Del Amo Avenue adjacent to 1200 Edinger Avenue (AP x430-253-03). Exhibit A - Conditions of Approval DR 93-020 Resolution No. 3180 Page 7 b) Del Amo Avenue adjacent to 15222 Del Amo Avenue (AP #430-253-09). All offers of dedication shall. also state that the City of Tustin shall be permitted 'to obtain, at no cost, a right-of-entry for all on-site construction adjustment and transitions when the ultimate street improvements are constructed. The right-of-entry shall terminate on the date that the Notice of Completion is recorded at the Orange County Recorder's office. A legal description and sketch of the area for Offer to Dedicate, along with the legal Vesting, shall be provided to the Enoineerinq Division. (1) 5.4 Construction of a curb ramp per City Standard No. 124 will be required at the southwesterly curb return of Edinger Avenue and De1;Amo Avenue. This may require dedication of additional right-of-way at the corner cut- off in order to accommodate the curb ramp. If additional right-of-way is required, the Engineering Division will need a legal description and sketch of the dedication along with a copy of the legal vesting on the property. *** 5.5 Construction of a temporary sidewalk (4 feet minimum) to comply with ADA requirements along Edinger Avenue adjacent to the existing bus stop will be required. This would extend from the Beginning of Curb Return on Edinger Avenue to approximately 100 feet westerly where the bus stop is located. ~(5) 5.6 Removal of the easterly drive on Edinger Avenue and the northerly drive on Del Amo Avenue along with construction of full height curb and gutter will be required. In conjunction with the drive on Edinger Avenue, the existing grate inlet catch basin deck will require reconsrructior with full he_aht cuzu_ (St 5.7 ?'he site plan inci_cates that thr. two rives on Lel Amo Av._r,ue will be za~ius type drive. This type of drive wi].1 rewire additional street tight-of-way dedication and construction of curb ramps per City Standard No. 1G8E. The Engineering Division will need a legal description and sketch of this right-of-way dedication prior to issuance of permits. Also, the northerly BCR/ECR of the northerly drive should be no closer than 200 feet from the BCR/ECR at Edinger Avenue. Additionally, the maximum curb return radius for this type of drive is 25 feet. Exhibit A - Conditions of Approval DR 93-020 Resolution No. 3180 - Page e (5) 5.8 The drive on Edinger Avenue will need to be signed on- site for right turn only. (5) 5.9 The westerly drive on Edinger Avenue shall be reconstructed with a radius type drive per City Standard No. 108E. In order to accomplish this, the existing sidewalk culvert will need to be removed along with a certain amount of pavement reconstruction. In addition, the existing median gap needs to be closed at the area where the railroad spur line once existed and the median extended easterly past the drive to prevent left turn ingress/egress. Plans for this work have previously been prepared and approved. Only minor revisions to the plans are needed prior to commencement of construction. A copy of the plans has been included as Attachment C (File R-1500, K.W. Lawler and Associates). (5) 5.10 Prior to issuance of building permits, the property owner shall be required. to bond for the ultimate street improvements adjacent to this development, an amount as determined by the City Engineer, including, but not limited to: a. curb and gutter h. sidewalks c. pavement d. utility undergrounding e. storm drain, water and sewer f. one third of the cost for the g h i reconstruction at Edinger landscaping, including se Amo street lights signing and striping F2RE DEF:,T_?TNL.NT future traffic Avenue and Del Amo yen (7) date palms signal Avenue on Del (5) 6.1 Prior to the issuance of any building permits for combustible construction, evidence that z water supply for fire protection is z•~ailable shall be submitted to and approved by the Fire Chief. Fire hydrants shall be in place and operational to meet requirements and fire flow prior to commencing combustible materials. Indicate on the site plan the proposed location for the relocated fire hydrant and the locations of all other fire hydrants on or near the site. Exhibit A DR 93-020 Resolution Page 9 Conditions of Approval No. 3180 (5) 6.2 Prior to the issuance of any building permits, all underground piping for automatic fire extinguishing systems shall be approved. Plans for an automatic fire extinguishing system shall be approved by the Fire Chief prior to installation. Such systems shall be operational prior to the issuance of a certificate of use and occupancy. Provide plans for the changes to 'the automatic fire sprinkler system for the Fire Chief to review and approve. (S) 6.3 The following notes shall be provided on the site plan: A. Fire Department Final Inspection Required. Schedule inspection 2 days in advance, Phone -832-1011. 8. Locations and classifications of extinguisher to be determined by fire inspector. C. Storage, dispensing or use of any flammable and combustible liquids, flammable and compressed gasses and other hazardous materials shall comply with Uniform Fire Code Regulations. D. Buildings (s) not approved for high piled combustible storage. Materials in closely packed piles shall not exceed 15 feet in height, 12 feet on pallets or in racks and 6 feet for tires, plastics and some flammable liquids if high stock piling, comply with UFC, Art. 81 and NFPA Std. 231, 231C and 231D. E. Plans of modifications to or new fire protection, detector or alarm system(s) shall be approved by the Fire Department prior to installation. (5) F.4 Prior to the issuan^e of ary certificate of eccupancy, fire alar-glans shall be snbr,itted for approval by the Fire Chief and insr_ailed. Every buiidir,g u~e3 ix an educatic,aal purpose shun have a fire alarm sv;tLm. (5? 6.5 Prior to the issuance of any building permits., a site plan shall be submitted for approval by the Fire Chief. Extend the proposed walkway for the south rear of the structure to the area beyond the screen wall. (5) 6.6 Prior to the issuance of the building permit, provide to the Fire Chief for approval the architectural plans. Accompany these with a letter of intended use. lnclude Exhibit A - Conditions of Approval DR 93-020 Resolution No. 3180 Page 10 the following information: type of storage, height of storage, any Flammable, combustible or hazardous materials for use or storage, square footage of any area proposed' for high pile stock and the use of the educational area. FEES (1) 7.1 Prior to issuance of any building permits, payment shall be made of all required fees including, but not limited to: a. Orange County Sanitation District No. 7 sewer connection fees. b. All applicable building and Fire Department, grading, private improvement. and building plan check and permit fees to the Community Development Department. c. Construction Permit Fees and Inspection Charges to the Public Works Department. d. Within forty-eight (48) hours of approval of the subject project, the applicant shall deliver to the Community Development Department, a cashier's check payable to the COUNTY CLERK in the amount of $25.00 (twenty-five dollars) pursuant to AB 3158, Chapter 1706, Statutes of 1990, enable the City to file the Notice of Determination required under Public Resources Code Section 21151 and 14 Cal. Code of Regulations 15094. If within such forty-eight (48) hour period that the applicant has not delivered to the Community Development Department the above- noted check, the approval for the project granted herein shall be considered automatically null and void. In addition, ;should the Department of Fish and Game reject the Certificate of Fee Exemptior. filed ~:i.th the notice of Determination and reau_.re pa}mient of fees, the applicant shall deliver co the Comn~u~lit~• Development Department, within forty-eight t48) hours of notification, a cashier's check payable to the COUNTY CLERK in the amount of $850.00 (eight- hundred fifty dollars) pursuant to P~ 3158, Chanter 1706, Statutes of 1990. If this fee is imposed, the subject project shall not be operative, vested or final unless and until the fee is paid- ~F: br: kbc 2 RESOLUTION NO. RDA 93-13 3 A'RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE 4 CITY OF TUSTIN APPROVING DESIGN REVIEW 93=020 (MICRO CENTER) FOR VARIOUS SITE AND BUILDING 5 IMPROVEMENTS AT 1100 EDINGER AVENUE. 6 The Redevelopment Agency of the City of Tustin does hereby resolve as follows: ~ I. The Redevelopment Agency finds and determines as follows: 8 A. That a proper application, Design Review 93-020, 9 was filed by Micro Center requesting approval of various site and building improvements on the 10 Property located at 1100 Edinger Avenue. 11 B. That the said application was considered by the Planning Commission on August 23, 1993 and by the 12 Redevelopment Agency on September 7, 1993. 13 C• That an Environmental Impact Report (EIR 90-1) for the Pacific Center East Specific Plan has been I4 certified in conformance with the requirements of the California Environmental Quality Act for the 15 subject project area. 1G D. This project has been determined to be exempt from the provisions of Measure "M" and CMP requirements 1~ in that.the project i; below the thresholds for Measure "M" and the CMP. I8 E. The proposed retail use in permitted within the 19 Regional Center Land Use Designation of the Pacific ' Center East Specific Plan. 20 F. Pursuant to Section 9272 of the Tustin Municipal 27 Code, the Commission finds that the location, size, architectural features and general appearance of 22 the proposed development will not impair the orderly and t,armonievs develooa~ent of: the aren, she ~~I present or future development therein, or the occupancy as a whole. In ma};ing such findings, the 24i, Commission has considered at 12aet the following items: 25 1. Haight, bulk and area of buildings. 2G 2. Setbacks and site planning. 27 3. Erterior materials and colors. 2S 4. Type and pitch of roofs. 1 2 3 4 6 9 10 ll 13 14 I5 IG Ii 18 19 20 2] 22 2.° 24 2S 2G 2, 2S Resolution No. 93-13 Page 2 5. Size and spacing of windows, doors and other openings. 6. Towers, chimneys, roof structures, flagpoles, radio and television antennae. 7. Landscaping, parking area design and traffic circulation. 8. Location, height and standards of exterior illumination. 9. Location and appearance of equipment located outside of an enclosed structure. 10. Physical relationship of proposed structures • to existing structures in the neighborhood. 11. Appearance and design relationship of proposed structure to existing structures and possible feature structures in the neighborhood and public thoroughfares. 12. Development Guidelines and criteria as adopted by the City Council, particularly the Pacific Center East Specific Plan. II. The Redevelopment Agency hereby approves Design Review 93-020 for various site and building modifications on the property located at 1100 Edinger Avenue, subject to the conditions contained in Exhibit A of Planning Commission Resolution No. 3180, incorporated herein by reference. PASSED AND ADOPTED at a regular meeting of the Tustin Community Redevelopment Agency, held on the 7th day of September, 1993. ~'1'~^-, ~. ,,.-- t'.ARY E ` WYNN, City C erk Q~~ /' J_I4 Pf~I`TS Rede lopmert Chairperson City of Tustin REDEPELOPHENT AGL'NCY RESOLUTION CERTIPICATZON STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF TUSTIN ) RESOLUTION NO. RDA 93-13 Mary E. Wynn, City Clerk and Recording Secretary of the Community Redevelopment Agency of the City of Tustin, California, does hereby certify that the whole number of the members of the Community Redevelopment Agency is five; that the above and foregoing resolution was passed and adopted at a regular meeting of the Tustin Community Redevelopment Agency held on the 7th day of September, 1993; by the following vote: AGENCY AGENCY MEMBER MEMBER AYES: NOES: Potts, Saltarelli, Pontious, Puckett, Thomas None AGENCY MEMBER ABSTAINED: None AGENCY MEMBER ABSENT: None Mary E. 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':~% ,'1 I . .1 l11~1 .......... a .N ~: U , o_~ _3~ , , ~c 0 a L ~ J W O ~ N W 5~.: ie -- :;: .. ~. :::- :._: 6:i:- .: .=_.. .. ~ a -. -- y W ~3 N J W W t~ -E . . a '! - -' ~: :... __ ;• .._. - Sii _ " ` " =a.- _ _ ~ - c ~ - e ~~ C W ~O )~ 65 . ij= ~:i:' eie~ .._.a =Y: - .~.Ci >_ .5 .i• :i-c i=- r0 ~d ~~ e: _~ c dz 3 W ~I~ f~ "' .k `r -e-s :~: a= :e-_ i :__ :<~ _.:;.F <~ a ,. ' ~ i~0[~O~ ~00 ~ _. ;:°- -_ . ~~. _ " ! ` YS_:i tee:€~ o f.: t : i ~ ?=.~ ° i _ f : :i : ~ . .~ .. `.: . • W C ~ .~' } ~ - ~ r E _ a ~ ~ ., C > ~y > d s E 3 d" . _ ~: =~ s ie - _ _ i = -=_ _~e ~ W _ _ ~=:- ~a - : a _ - ~=_ - - ~ - - ~ _ _ i :: ei~:.=~[ .._..::i'. iii: U ATTAC~NT 8 AGREEMENT TO COI~'DITIONS IlVII'OSED AGREEMENT TO CONDITIONS ZMPOS£D DESIGN REV2 Eii 93-020, VAR 93-004 AND CONDITIONAL USE PERY.IT 93-027 (Y.iCRO CENTER) We,. the undersigned, hereby agree to comply with all conditions imposed by the Community Development Department and/or Planning Commission of the City of Tustin on approval of Design Review 93- 020, Variance 93-004 and Conditional Use Permit 93-027 with conditions as stated in Planning Commission Resolution Nos. 3177, 3178, 3179 and 3180. Sig a , Title Property Owner ~~~,~tg3 Date Signature, Title "~ Applicant 9 ~ ~' 9 Dat ATTACRMENT 9 AGREEMENT TO BE RECORDED AFFECTING REAL PROPERTY ATTACHMENT NO. 9 RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) CITY OF TUSTIN COMMUNITY ) REDEVELOPMENT AGENCY ) Attention: Christine Shingleton ) 300 Centennial Way ) Tustin, CA 92680 ) (Space Above for Recorder) This Agreement is recorded at the request and for the benefit of the City of Tustin Community Redevelopment Agency and is exempt from payment of a recording fee pursuant to Government Code Section 6103. CITY OF TUSTIN COMMUNITY REDEVELOPMENT AGENCY By: Its: Dated: CITY OF TUSTIN COMMUNITY REDEVELOPMENT AGENCY AGREEMENT TO BE RECORDED AFFECTING REAL PROPERTY 1994 THIS AGREEMENT is entered into this day of 1994, by and among the CITY OF TUSTIN, a municipal corporation (the "City"), the CITY CF TUSTIN COMMUNITY REDEVELOPMENT AGENCY, a public body, corporate and pA11t1C (the "Agency"}, M1Cpp ELECTRONICS IIdC., a De]aware Corporation (the "Tenant") and CATELLUS DiJELOPMEI7T COrZPORATION; a Delaware Corporation (the "Property Owner"), with reference to tie following: A. The Tenant is the lessee and the Property Owner is the fee owner of record of that certain real property (the "Property") located in the County of Orange, State of California legally described in the attached Exhibit A. The Property is referred to in the "DDA" (defined in paragraph "C" hereof) as the Site. Paoe 1 of 5 B. .The Property is located in the South Central Redevelopment Project Area (the "Project") and is subject. to the provisions of the Redevelopment Plan for the Project adopted by Ordinance No. 890 and amended by Ordinance No. 939 by the City Council of the City of Tustin. The Agency has full power and jurisdiction in respect to the Property pursuant to the Redevelopment Plan. C. The City, the Agency, the Tenant and the Property owner have entered into a Disposition and Development Agreement dated as of June 20, 1994 concerning the development and use of the Property (the "DDA") which DDA is on file with the Agency as a public record and is incorporated herein by reference and which DDA provides for the execution and recording of this document. Except as otherwise expressly provided in this Agreement, all terms shall have the same meanings as set forth in the DDA. NOW, THEREFORE, THE CITY, THE AGENCY, THE TENANT AND THE PROPERTY OWNER AGREE AS FOLLOWS: 1. The Tenant and the Property Owner shall have the right and it covenants and agrees on behalf of itur loses sonl s and assigns, to use the Property for the following p P Y~ The Tenant and the property Owner shall develop or cause to be developed a retail use as more particularly set Forth in the DDA. The Tenant covenants and agrees that during construction and thereafter, the Tenant shall devote the Site to the uses specified in the Redevelopment Plan. Specifically this site shall be used for a "Micro Center, The Electronic Superstore" of approximately 45,600 square feet in size. Operation of the Site for the Use by the Tenant shall be required to continue without intearspfrom greater than thirty (30) days for a period of ten (10) y the issuance of a Certificate of Occupancy. Additionally, the Tenant, such successors and assignees, shall comply with all applicable laws regarding their operations and use of the Site. The foregoing covenant shall run with the land. Prior *_o end of ten (10) years or the term of this Agreement, whichever i.s longer, neither the Property Owner ror the Tenan*.. shall change, or cause to be changed, the Use, without the prior written approval cf the Agency. Apprcval tc a change of the Use shall be at the sole discretion of the Agency, which shall Y.ave no obligation to approve such change. 2. The Tenant and the Property Owner, on behalf of themselves and their successors, assigns and each successor in' Page 2 of 5 interest to the property or any part thereof, hereby covenants and agrees: (a) To use, devote and `maintain the property and each part thereof, for the purposes specified in the redevelopment Plan. (b) To refrain from lease of the Site on the basis sex,' marital status, handicap, x person. All such deeds,. leases subject to substantially the nonsegregation clauses: restricting the rental, sale or of race, color, creed, religion, rational origin or ancestry of any or contracts shall contain or be following nondiscrimination or (i) In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, age, handicap, national origin or ancestry in the sale, lease, sublease, trar)sfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." (2) In leases: "The lessee herein covenants by and .for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "There shall be no discrimination against or segregation of any person or group of persons cn account of race, color, creed, religion, sex, marital status, handicap, age, ancestry or national. origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or Paae 3 of 5 practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the premises herein leased." (3) In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, marital status, age, handicap, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee • himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises." 3 There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, age, handicap, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Tenant and the Property Owner, jointly and separately, for themselves or any person claiming under or through them, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site. 4. The agreements and covenants set forth in this Agreement shall run with the land. The agreements and covenants contained in Section 1 herein shall remain in effect for the periods provided therein. The agreements and covenants contained i.n Sections 2 and 3 herein pertait~irg to the uses of the Property shall .remain in effect from the date hereto until the expiratior. date of *_he Redevelopment Plan as said expiratio^ date may be extended by proper amendment to the Redevelopment Plan. Covenants regardinq discriminaticn shall remain in effect in perpetuity. IN WITNESS WHEREOF, the City, the Agency, the Tenant and the Property Owner have executed this Agreement. (Signatures on following page) Pace 4 of 5 CITY OF TIISTIN: BY: Thomas Saltarelli Mayor APPROVED AS TO FORM: BY: Lois Jeffrey City Attorney DATE: ATTESTED: Mary Wynn City Clerk TIISTIN COMMIINITY REDEVELOPMENT AGENCY: BY: Thomas Saltarelli Chairman DATE: APPROVED AS TO FORM: BY: Lois Jeffrey Agency Counsel ATTESTED: Mary Wynn Secretary- CATELLIIS DEPELOPMENT CORPORATION: BY: DATE: ITS: MICRO ELECTRONICS, INC.: BY: DATE: ITS: RZIMMER\MICRCENT\DDAATT9.TXT Paae 5 of 5 ATTACHI~~NT 10 CALCULATION OF ANNUAL ASSISTANCE PAYMENT AND 1993 PRESENT VALUE O C V E C ~ V ~ N C r t V E R C 6 y y L u C +~ s '- z N > C O V C < N V r 4 i pp C C ~ ~ C ' c E ~ 6 V S R y L C y y L ~ ~ C C .C Yj y y y J L y ~ C r U' 2 y C r ~ L 6 ~ Yi C c ~ V ~ 9 . c ~ ~ b R a _ ~ ( ~ q c H M Z ~. C N ~+ R C L R ~ L+ V N O G W F n C . Y~ C O OL y V .. V C N O •~ ~ c ~ ~ E ~ C d ~ y ~ < ~' C y V L W L ~ s ~ 5 N ~ L V m ~ ~ F ~ ~ ~ S ~ a Z < _V ~ F H ~ V - ~ r L Z c r ~ C ... 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