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HomeMy WebLinkAbout20 - 191 Riverside - Supplemental Report�tab�'PORT p O c �r 9ciFOa" TO: CITY OF NEWPORT BEACH City Council Staff Report September 09, 2014 Agenda Item No. 20 HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Community Development Department Kimberly Brandt, AICP, Director 949 - 644 -3226, kbrandt @newportbeachca.gov PREPARED BY: Patrick J. Alford, Planning Program Manager TITLE: Riverside Post Office Lease Following the publication of the staff report for 191 Riverside Land Use and Zoning Amendments, staff received a signed copy of lease agreement between the applicant and the United States Postal Service (attached). The lease is for five (5) years with options for the Postal Service to renew every five (5) years until 2029. The lease covers the existing tenant space at 177 Riverside, Units A, for a total 4,844 square feet. LEASE TERMINATION AGREEMENT This Lease Termination Agreement ( "Agreement") is made this Zoth day of 14M i4s , 2014 by and between Mariner's Center M2, LLC, hereinafter referred to as Landlord, and the United States Postal Service, an independent establishment of the Executive Branch of the Government of the United States, hereinafter referred to as Postal Service. RECITALS Postal Service accepted a lease agreement ( "Lease ") with Landlord on December 17th 2003, for the premises known as the Newport Beach Bay Station located at 191 Riverside Ave and 177 Riverside Ave, Unit A, located in Newport Beach, California ( "Premises "). 2. Said Lease expires November 9 "' 2014. 3. The Postal Service desires and Landlord is willing to terminate the Lease, effective October 9"i 2014, pursuant to the terms and conditions set forth below. NOW THEREFORE, in consideration of the mutual covenants and agreements herein set forth, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties do hereby agree as follows: AGREEMENT A. Notwithstanding any provision in the Lease to the contrary, the Lease shall terminate October 9th, 2014 (the "Termination Date°). Tenant shall vacate the Premises and surrender and deliver possession of the Premises to Landlord on before the Termination Date, except for 177 Riverside Ave, Unit A, pursuant to a separate lease agreement between Landlord and Tenant. B. Postal Service agrees to pay the Landlord ('Termination Fee ") in a lump sum, within 30 days of execution of this Agreement by the Postal Service. The Termination Fee consists of which amount Postal Service is obligated to reimburse Landlord for Real Property Taxes paid by Landlord, and �11 in consideration of early termination of the Lease. The calculation of the Termination Fee takes into account the reduction of rent as a result of property reassessment pursuant to that certain Lease Amendment No. 001 entered concurrently herewith between the parties hereto; accordingly, Tenant shall continue to pay rent without such reduction through October 9"" 2014, notwithstanding anything contained in Lease Amendment No. 001 to the contrary. C. Upon performance of the requirements stated in A through B above (including payment of all rent and taxes through October 9" 2014), the parties shall not have any further rights against, or obligations toward, each other under the terms of the Lease. D. This Agreement shall be governed by federal law E. By his or her signature, each person executing this Agreement on behalf of a party hereto represents and warrants to the other party hereto that he or she is duly authorized to do so. F. This Agreement constitutes the entire agreement between Landlord and Postal Service with respect to the subject matter hereof and may not be modified or amended except in a writing signed by the parties. Landlord: a California limited liability company Gary 1)C..1/K Witness signature v Witness signature M) Lauree'n Yamakido, Contra -ting Officer U.S. Postal Service - Pacific Facilities Service Office 1300 Evans Ave Suite 200 San Francisco, CA 94188 -8200 ? Date 91J. PI,q Date EI-101w Date 17A Date UNI TED STATES A POSTAL SERVICE. Lease Amendment Facility Name/tocalion BAY STATION (055376 -001) Amendment No: 001 191 RIVERSIDE AVE, NEWPORT BEACH, CA 92659 -9998 Lease: fz0000130218 This refers to the Lease accepted by the United States Postal Service, hereinafter called the Postal Service, under date of 12/17/2003 , whereby there is leased to the Postal Service the above- described facility. WHEREAS, the Postal Service desires and Landlord is willing to amend the Lease as specified below; NOW THEREFORE, in consideration of the mutual covenants and agreements herein set forth, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties do hereby agree as follows, effective on the date this document is executed by the Postal Service. As per paragraph 4 of the addendum; Real Estate Tax Reimbursement. The property has been reassessed and the increase is not less than 10 %, therefore as per the agreement, rent is hereby reduced by per annum (the amount of the previous tax year) and the attached Tax Rider is hereby incororated into the Agreement, effective as per August 31st 2012.USPS to pay 100% of parcel 049 - 110 -17, 16.5% of parcel 049 - 110 -30 and 16.5% of parcel 049 -110- 27. In all other respects, the Lease shall remain the same and is hereby confirmed. February 2004 UNITED STATES i POSTAL SERVICE- Lease Amendment EXECUTED BY LANDLORD this 2(/A day of Auaul;f , 201q. By executing this Lease of either), or p busines� either). \ M Name& Name & Title PARTNERSHIP Mariner's Center M2, LLC Landlord certifies that Landlord is not a USPS employee or contract employee (or an immediate family member substantially owned or controlled by a USPS employee or contract employee (or an immediate family member of its Manager Landlord's Name: MARINERS CENTER M2 LLC and Address 2220 UNIVERSITY DR NEWPORT BEACH, CA 1WrIIS3:f11111 Name &. Title Name & Title e -mail: 92660 -3319 Landlord's Telephone Number(s):-Fy-»'67'3--778P1g4q)999 -!'709 FAX: F7- 14)319 �zso(yf(y)2�y -�sSlo Social Security No. or Federal Tax Identification No -: XX-XXX 1614 Witness a Witness a. All co- owners and all other persons having or to have a legal interest in the property must execute Ihe. Lease Amendment. If the Landlord is married, the husband or wife of the Landlord must also execute the Lease Amendment. The Landlord must submit adequate evidence of title. b. If the Landlord is a general partnership; each member must sign. c. If the Landlord is a limited partnership, all general partners must sign. d. Any notice to Landlord provided under this Lease Amendment or under any law or regulation must be in writing and submitted to Landlord at the address specified above. or at an address that Landlord has otherwise appropriately directed in writing. Any notice to the Postal Service provided under this Lease Amendment or under any law or regulation must be in writing and submitted to "Conlracling Officer, U.S. Postal Service" at the address specified below, or at an address that the Postal Service has otherwise: directed in writing. ACCEPTANCE BY THE POSTAL SERVICE Date: `/�/ Laureen A Yamakido ��/ij /I.(�%�L�1L- �o�/%i Contracting Officer S�ign'aturb of Contracting.Of��. Pacific FSO 1300 EVANS AVENUE, SUITE 200, SAN FRANCISCO, CA 94188 -8200 Address of Contracting Officer Sienaturn Pagc (Pertnvr hi,) 04104 UNITED STATES A POSTAL SERVICE. 11F." rem Percentage Reimbursement of Paid Taxes Facility Name /Location NEWPORT BEACH - BAY STATION (055376 -001) County: Orange 191 and 177 RIVERSIDE AVE, NEWPORT BEACH, CA 92659 -9998 Lease: F00000412446 Assessor's Parcel Number: 049 - 110 -17, 049- 110 -30 & 049- 110 -27 a. Definitions Ad Valorem means according to the value of the property. Property Tax Rate is an amount expressed as dollars and cent s per for per Hof assessed value or as mills per � of assessed value as set by authoritie s for tax jurisdictions, which is applied to the value of the land, improvements on the land, or both, to determine some kinds of Real Property Taxes. Real Property Taxes , as used in this clause, shall m can those taxes, including Ad Valorem taxes, special assessments, fees and charges, that are assessed agains t any or all taxable real property appearing on the assessment roll or list in a taxing authority's jurisdiction and that are identified by a taxing authority for the support of government activities within its juri sdiction, whether such activities are gener al or specifically identified. Real Property Taxes also include administrative charges or f ees imposed by a taxing authority, including those for the support of its assessment and collection activities. b. The Landlord agrees to pay all taxes of any kind, incl uding Real Property Taxes, and fees of every kind and nature levied on the demised premises. c. The Postal Service will reimburse Landlord 100% of parcel 049 - 110 -17, 16.5% of parcel 049- 110 -30 and 049- 110 -27 ( "Tenant's Share ") of the total paid Real Property Taxes, as defined above, only under the following terms: 1. Landlord may submit not more than one request for reimbursement in any calendar year, irrespective of the number of taxing authorities included; and reimbursement will be made not more than one time annually b the Postal Service. 2. No reimbursement will be made for fines, penalties, interest or costs imposed for late payment. 3. Reimbursement will be made only for net paid taxes, less Tenant's Share of the maximum discount allowec by the taxing authority for prompt or early payment, regardless of whether Landlord actually received any suc discount. 4. Reimbursement will be made only for taxes levied for periods of time within the term of this lease. 5. In order to qualify for reimbursement, the tax bill as issued by the taxing authority must include the demisec premises. 6. Landlord must provide copies of the front and back of the complete tax bill issued by the taxin authority, along with satisfactory proof of payment. Satisfac tory proof of payment shall be (i) a receipt for payment shown on the face of the tax bill, (ii) a copy of the front and back of the canceled payment check, (ii a statement from a lender verifying paym ent of the tax, or (iv) other docum entation satisfactory to the Posta Service. 7. Incomplete or improper requests for reimbursement will be returned to Landlord without payment. 8. Landlord agrees to submit a request for reimbursement of taxes within 18 months after the close c the tax year. In the event Landlord fails to submit its request for reimbursement within that tim period, the USPS is not required to reimburse paid taxes. d. The Landlord must promptly furnish to the Postal Service copies of all notices that may affect the valuation of tl demised premises for Real Property Ta x purposes or that may affect the levy or assessment of Real Prope Taxes thereon. If Landlord does not timely furnish such notices relating to valuation changes or the levy or assessment of taxes or fails to meet any legal prerequisite for appeal and the Postal Service loses the right to contest the validity or the amount of the taxes, then the Postal Service s hall be responsible to reimburse Lancil for only 75% of Tenant's Share of the reimbursable taxes due for the year involved. February 2004 1-1 �UNITEDSTATES Tax Rider POSTALSERVICE. Percentage Reimbursement of Paid Taxes All notices required under this paragraph must be delivered or mailed, using certified mail with a return receipt or other verified method of delivery, within ten (10) days from the receipt thereof by the Landlord to: Contracting Officer Facilities Leasing 1300 Evans Ave Ste 200 San Francisco, CA 94188-&200 or to such other office as the Postal Service may later direct in writing. e. The Postal Service may contest the validity of any va luation for Real Property Tax purposes or of any levy or assessment of any Real Property Taxes by appropriate proceedings either in the name of the Postal Service or of the Landlord or in the names of both. Notwithstanding any contest of va luation, Property Tax Rate, levy or assessment, Landlord must pay under protest the Real Pr operty Taxes involved when requested to do so by the Postal Service. The Landlord, upon reasonable notice and r equest by the Postal Service, must join in any proceedings, must cooperate with the Postal Service, and must execute and file any documents or pleadings as the Postal Service may require for such proceeding, provi ded the Landlord is reasonably sa tisfied that the facts and data contained therein are accurate. Landlord will not be res ponsible for the payment of penalties, costs, or legal expenses in connection with any protest or appeal proceedi ngs brought by the Postal Service, and the Postal Service will indemnify and save harmless the Landlord from any such penalties, costs, or expenses. Landlord hereby authorizes the Postal Service as its agent to represent its intere st in any appeal or protest proceeding authorized under this paragraph. Landlord shall promptly notify the Postal Service of any appeal or other action it takes or initiates to adjust any valuation of the property, Property Tax Rate, or levy or assessment of Real Property Taxes. The Postal Service is entitled to Tenant's Share of any and all monies obtained th rough such actions or any other refunds or remissions of Real Property Taxes paid in any year subsequent to the commencement of the I ease. If any such refunded or remitted monies are paid or delivered to Landlord, Landlord must immediately forward them to the Postal Service. If Landlord is informed that he is entitled to a refund or remission of monies paid as Real Property Taxes upon the submission of an application, Landlord will promptly make and file such application, and upon receipt of such refund or remission, immediately forward it to the Postal Service. The Postal Service reserves the right to offset Tenant's Share of refund and remission payments not so obtained or forwarded, against rental or other payments due the Landlord. g. The Postal Service is entitled to the benefits of all tax exemptions or abatements authorized by law or regulation that may be available with respect to the demised premises. Landlord shall take all necessary steps to obtain such exemptions or abatements. The Postal Service reserves the right to offset against rental or other payments due the Landlord the amount or value of any abatement or exemption that would have been available if Landlord had properly applied for it, and any amount for which the Postal Service is not to be responsible under paragraph (d), above. h. Nothing herein contained shall operate to waive or deprive t he Postal Service of any rights, privileges or immunities it enjoys under law. The Tenant's Share, shown in paragraph (c) above, is based on the percentage prescribed in the Lease addendum 100% of parcel 049 - 110 -17, 16.5% of parcel 049 - 110 -27 and 16.5% of parcel 049 - 110 -30 In the event that the site is en] arged or decreased, or the building is at tered in any way that may affect the assessment value of the total property, the percentage shown in paragraph c. above, shall be recomputed to reflect the correct proportion of the value of the demised premises to the relative value of the total property. February 2004 T -2 UNITEDSTATES 1 POSTAL SERVICE. Lease Facility Name /Location NEWPORT BEACH - BAY STATION (055376 -001) County:Orange 177 RIVERSIDE AVE, NEWPORT BEACH, CA 92659 -9998 Lease: F00000412446 This Lease made and entered into by and between MARINER'S CENTER M2, LLC hereinafter called the Landlord, and the United States Postal Service, hereinafter called the Postal Service: In consideration of the mutual promises set forth and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties covenant and agree as follows: 1. The Landlord hereby leases to the Postal Service and the Postal Service leases from the Landlord the following premises, hereinafter legally described in paragraph 7, in accordance with the terms and conditions described herein and contained in the 'General Conditions to U.S. Postal Service Lease,' attached hereto and made a part hereof. Upon which is a Located within the Mariners Center, multi- tenant, wood frame building and which property contains areas, spaces, improvements, and appurtenances as follows: AREA SQ. FEET Gross Total USPS Leased SF 4,844 Premises also includes rights to ingress and egress and use of common areas including but not limited to common parking for guests and customers of the Post Office. Total Site Area: 22,797.00 2. TO HAVE AND TO HOLD the said premises with their appurtenances for the following term: FIXED TERM: The term becomes effective September 01, 2014 with an expiration date of August 31, 2019, for a total of 5 Years. 3. RENTAL: The Postal Service will pay the Landlord an annual rent of: See Addendum. Rent checks shall be payable to: MARINERS CENTER M2 LLC 2220 UNIVERSITY DR NEWPORT BEACH. CA 92660 -3319 Febmary 2004 � + UNITEDST13TES Lease POSTdL SERVICE. 4 RENEWAL OPTIONS: The Lease may be renewed at the option of the Postal Service, for the following separate and consecutive terms and at the following annual rentals: EFFECTIVE DATE EXPIRATION DATE PER ANNUM RENTAL 09/01/2019 08/31/2024 See Addendum 09/01/2024 0813112029 See Addendum provided that notice is sent, in writing, to the Landlord at least 180 days before the end of the original lease term and each renewal term. All other terms and conditions of this Lease will remain the same during any renewal term unless stated otherwise herein. 5. OTHER PROVISIONS: The following additional provisions, modifications, riders, layouts, and /or forms were agreed upon prior to execution and made a part hereof: Utilities Services 8 Equipment Rider, Maintenance Rider - USPS Responsibility, Percentage Reimbursement of Paid Taxes Rider, Mortgagee's Agreement, CAM Addendum. Exhibit A. "Legal Description ", Exhibit B "Demised Premises ", Exhibit C "Space Plan ", Exhibit D "Scope of Work ", Exhibit E "Landlord's Work" 6. TERMINATION: None, except as specified elsewhere in this Lease. 7. LEGAL DESCRIPTION: A portion of the property described in Exhibit A and more specifically defined in Exhibit B February 2004 UNITED STATES J POSTAL SERVICE. Facility Name /Location NEWPORT BEACH - BAY STATION (055376 -001) 177 RIVERSIDE AVE, NEWPORT BEACH, CA 92659 -9998 3. RENTAL: The Postal Service will pay the Landlord an annual rental of: Addendum County: Orange Lease:F00000412446 payable in equal installments at the end of each calendar month. Rent fora part of a month will be prorated. INDEMNIFICATION CLAUSE: The Postal Service hereby agrees to save harmless and indemnify the landlord from all claims, losses, damages, actions, causes of action, expenses, and /or liabilities resulting from the use of said property by the Postal Service whenever such claim, loss, damage, action, cause of action, expense, and /or liability arises from the negligent or wrongful act or omission by an employee of the Postal Service while acting within the scope of his or her employment, under circumstances where the Postal Service, if a private person, would be liable in accordance with the law of the place where the negligent or wrongful act or omission occurred. Notwithstanding the above, the Postal Service is under no obligation to save harmless and indemnify the landlord where any negligent or wrongful act or omission by the landlord, its employees or agents, in any way causes or contributes to the claim, loss, damage, action, cause of action, expense and /or liability. Landlord shall provide units 177 B, C, D, E and F as outlined in Exhibit E "Landlord's Work ". The Postal Service shall at its sole cost build out and improve the new space including all furniture and fixtures, As per Exhibit C "Space Plan" and including the work listed in Exhibit D. "Scope of work" 4. Renewal Options: Rent during the option periods shall be as follows: 09/01/2019 through 08/3112020 - 09/01/2020 through 08/31/2021 - 09/01/2021 through 08/31/2022 - 09/01/2022 through 08131/2023 - 09/0112023 through 08/31/2024 - 09/01/2024 through 08131/2025 09/01/2025 through 08/3112026 - 09/0112026 through 08/31/2027 - 09/01/2027 through 08/31/2028 09/01/2028 through 08/31/2029 - February 2004 UNITEDSTATES A POSTALSERVICE. Addendum Facility NamelLocation NEWPORT BEACH - BAY STATION (055376 -001) County: Orange 177 RIVERSIDE AVE, NEWPORT BEACH, CA 92659 -9998 Lease: F00000412446 Parking: Landlord shall designate three parking spaces for Postal service use, Postal Service may not use these spaces for employee vehicles. Landlord shall have the right to promalgate shopping center rules and reguli from time to time, which may prohibit or restrict tenant employee parking. COMMON AREA MAINTENANCE: The Lessee agrees to pay as additional rent a pro -rata share 21.25% of the Landlord's annual cost in connection with maintaining, operating, cleaning, lighting, insuring, safekeeping, manal repairing or replacing any portion of the common area of the shopping center, providing however that the amount of of such annual cost attributed to management wages for the center shall not exceed flues increased annually by on each anniversary of the commencement date. The percentage used in calculating the Lease pro -rata share is computed as follows: Total shopping center gross leasable area = 22797 S.F Lease Space = 4844 S.F 4844 S.F. 122797 S.F = 21.25% This amount shall be paid in arrears at the end of each month in monthly installments equal to one twelfth (1/12th) of Landlord's estimate of the Postal Service's share of the CAM Expenses for the applicable year. Within six (6) months after the end of such year, landlord will adjust the estimated expenses to reflect the actual CAM Expenses incurred by Landlord applicable to such year, and if Tenant underpaid for such term, Tenant underpaid for such year, Tenant shall immediately pay the additional amount owning to landlord, or if Tenant overpaid for such year, Landlord shall immediately pay the amount of such overpayment to Tenant. The estimated monthly CAM expense for the first year Is $605.50 In the event that the shopping center's gross leasable area is enlarged or decreased, the Lessee's pro -rata share will be re- computed to reflect the correct pro -rata share of the leased premises to the new gross leasable area of the shopping center. Within ninety (90) days after the end of each calendar year, the Lessor shall furnish to the Lessee a statement in reasonable detail setting forth the computation of the expenses specified in this paragraph. Lessee shall promptly reimburse Lessor upon receipt of the itemized statement. February 2004 �G UNITEDSTATES Common Area Maintenance POST13LSERVICE. (CAM) Addendum This is an Addendum to the Common Area Maintenance (CAM) Clause. In the event of a discrepancy between the CAM Clause and this Addendum, the CAM Addendum prevails. PART PRINCIPLES FOR CALCULATING CAM The USPS percentage of occupancy is 21.25 %. In the event the building area is changed or altered in any way, the percentage of costs shall be recomputed to accurately reflect the Postal Service's correct proportionate share of common area expenses. TIME FRAME FOR SUBMITTING INVOICE OR RECONCILIATION OF CHARGES Annual CAM invoices or annual reconciliation of CAM charges must be submitted within eighteen (18) months of the end of the calendar year. The invoice or annual reconciliation must provide a detailed breakdown of all CAM expenses. If the Postal Service has overpaid the CAM fee, the refund shall be mailed to the Postal Service simultaneously when the invoice or reconciliation is submitted. RIGHT TO AUDIT The Postal Service may, upon reasonable notice, examine the Landlord's records at lh a office of the Landlord during ordinary business hours to verify the reconciliation statement(s) along with supporting documentation. Such examination shall not excuse or delay the timely payment by the Postal Service of its proportionate share of common area expenses for a given year as invoiced by the Landlord, or the timely reimbursement by the Landlord of any overpayment by the Postal Service of expenses for a given year. PART II EXCLUSIONS The following items will not be paid by the Postal Service as CAM charges. 1. Leasing commissions, attorneys' fees, costs, disbursements and other expenses incurred in connection with negotiations or disputes with lessees or leasing, renovating, or improving rentable space for lessees or occupants of the Property. 2. Costs, including permits, licenses and inspection fees incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space or space for lessees or other occupants. 3. Landlord's costs of any service provided to lessees or of her occupants for which Landlord is entitled to be reimbursed as an additional charge or rental over and above the base rent payable under the lease with such lessee or other occupant. 4. Costs incurred by Landlord for alterations or additions that are consid eyed capital improvements and replacements under generally accepted accounting principles. 5. Any depreciation or amortization except straight line over a ten (10) year period that results in a reduction of CAM costs. 6. Cost of a capital improvements, capital repairs, capital equipment as determined in accordance with generally accepted accounting principles. 7. Cost incurred in conjunction with services or other benefits of the type that are not provided to Lessee but which are provided to other lessees or occupants.. 8. Expenses in connection with services or other benefits of the type that are not provided to Lessee but which are provided to other lessees or occupants. CAMaddendum 08/07 CAM- UNITEDSTATES r POSTAL SERVICE- Common Area Maintenance (CAM) Addendum 9. Costs incurred due to violations by Landlord of any of the terms and conditions of the Lease or any other lease relating to the Property, unless casued by the Postal Service. 10. Overhead and profit increments paid to subsidiaries or affiliates of Landlord for management or other services provided to the Property, or for supplies or other materials to the extent that the cost of such services, supplies , or materials exceed the cost that would have been paid had the services, supplies or materials been provided by unaffiliated parties on a competitive basis. 11. Interest on debt or amortization payments or increases in interest or debt of any mortgages or ch anges in deeds of trust or any other debt for borrowed money. 12. Rent or other payments under any ground lease or underlying lease. 13. Rentals or other related expenses incurred in leasing air conditioning systems or elevators ordinarily considered to be a capital nature, except equipment used in providing janitorial services which is not affixed to any building in the Property. 14. The cost of all items and services for which Lessee reimburses Landlord or buys from third persons or which Landlord provides selectively to one or more lessees without reimbursement. 15. Advertising or promotional expenditures. 16. The cost of repairs and other work occasioned by fire, windstorm or other casualty of an insurable nature, to the extent that the Landlord is reimbursed by insurance proceeds. 17. Costs incurred in operating the parking fac ilities of the Property, if a charge, fee, or cost is imposed for using the parking facilities. 18. Costs, fines or penalties incurred due to violations by Landlord of any governmental rule or regulatpy, unless caused by the Postal. Service. ,Jv 19. Any costs for sculpture, paintings; or other objects of art. r!j`\� /�►^y' 20. Wages, salaries, or other compensation paid to any executive employees erbuftng•mawagi UQ 21. The cost of correcting any code violations; unless casued by the Postal Service. t/ 22. Expenses that, under generally accepted accounting principles or practices, would not be considered normal maintenance or operating expenses. 25. Any costs or expenses attributable to any merchants' association or other association of tenants of the Property. 26. The costs of repairing any part of the common areas that was negligently designed or defectively constructed. 27. If Lessee is not in the enclosed mall portion of the Property, any enclosed mall costs and expenses. 28. The cost, depreciation, or maintenance expense on equipment, to the proportional extent that such equipment is not exclusively used for the operation of the subject property. 29. The cost of rent insurance. CAMaddendum 08107 CAM- JU����++ UNITEDST13TES Lease POSTAL SERVICE. EXECUTED BY LANDLORD this 2104t day of q. LIMITED LIABILITY COMPANYILIMITED LIABILITY CORPORATION ( "LLC ) By executing this Lease, Landlord certifies that Landlord is not a USPS employee or contract employee (or an immediate family member of either), or a business organization substantially owned or controlled by a USPS employee or co tract employee (or an immediate family member of either). Name LC ": Ma ire 's Center M2, LLC l Name & itle Wmanager Name & Title: Name & Title: Name & Title: Landlord's Address: 2220 UNIVERSITY DR NEWPORT BEACH, CA 92660 -3319 (g4q)Hyq-s�m9 (9491x74 -15sv Telephone No.:'`f�r"-1'4' }57- 7780' Fax No.: "( 44')- 57`3-"7790- Tax ID: XX- XXX1514 E -mail Address: Witness Witness c a. All co- owners and all other persons having or to have a legal interest in the property must execute the Lease. If the Landlord is married, the husband or wife of the Landlord must also execute the Lease. The Landlord must submit adequate evidence of title. b: Where the Landlord is an "LLC ", the Lease must be accompanied by documentary evidence affirming the authority of the agent, or agents, to execute the Lease to bind the "LLC ", for which he (or they) purports to act. The usual evidence required to establish such authority is in the form of extracts from the "LLC ". Such resolutions, when required, must contain the essential stipulations embodied in the Lease. The names and official titles of the officers who are authorized to sign the Lease must appear in the document. c. Any notice to Landlord provided under this Lease or under any law or regulation must be in writing and submitted to Landlord at the address specified above, or at an address that Landlord has otherwise appropriately directed in writing. Any notice to the Postal Service provided under this Lease or under any law or regulation must be in writing and submitted to "Contracting Officer, U.S. Postal Service' at the address specified below, or at an address that the Postal Service has otherwise directed in writing. ACCEPTANCE BY THE POSTAL SERVICE Laureen A Yamakido 11�7dmt" Date Contracting Officer §(gngatuFe of Contractiy g,0 icer Pacific FSO 1300 EVANS AVENUE, SUITE 200, SAN FRANCISCO, CA 94188 -8200 ( Address of Contracting Officer February 2004 UNITED ST13TES r POSTAL SERVICE- 1. CHOICE OF LAW This Lease shall be governed by federal law. 2. RECORDING Not Required 3. MORTGAGEE'S AGREEMENT General Conditions to USPS Lease If there is now or will be a mortgage on the property which is or will be recorded prior to the recording of the Lease, the Landlord must no tify the contracting officer of the facts concerning such mortgage and, unless in his sole discretion the contracting officer waives the requirement, the Landlord must furnish a Mortgagee's Agreement, which will consent to this Lease and shall provide that , in the event of foreclosure, mortgagee, successors, and assigns shall cause such foreclosures to be subject to the Lease. 4. ASSIGNMENTS a. The terms and provisions of this Lease and the conditions herein are binding on the Landlord and the Postal Sew ice; and all heirs, executors, administrators, successors. and assigns. b. If this contract provides for payments aggregating $10,000 or more, claims for monies due or to become due from the Postal Service under it may be assigned to a bank, trust company; or other financing institution, including any federal lending agency, and may thereafter be further assigned and reassigned to any such institution. Any assignment or reassignment must cover all amounts payable and must not be made to more than one party, except that assignment or reassignment may be made to one party as agent or trustee for two or more parties participating in financing this contract. No assignment or reassignment will be recognized as valid and binding upon the Postal Service unless a written notice of the assignment or reassignment, together with a true copy of the instrument of assignment, is filed with: 1. the contracting officer; and 2. the surety or surefies upon any bond. c. Assignment of this contract or any interest in this contract: other than in accordance with the provisions of this clause will be grounds for termination of the contract for default at the option of the Postal Service. d. Nothing contained herein shall be construed sous to prohibit transfer of ownership of the demised premises, provided that: 1. such transfer is subject to this Lease agreement; and 2. both the original Landlord and the successor Landlord execute the standard Certificate of Transfer of Title to Leased Property and Lease Assignment and Assumption form to be provided by the USPS Contracting Officer; and in the case of new leased space projects, the lease may only be assigned or ownership of the property transferred following commencement of the fixed term, unless prior written consent is obtained from the Postal Service. S. APPLICABLE CODES AND ORDINANCES The Landlord, as part of the rental consideration, agrees to comply with all codes and ordinances applicable to the ownership and operation of the building in which the rented spat is situated and to obtain all necessary permits and related items at no cost to the Postal Service. When the Postal Service or one of its contractors (other than the Landlord) is performing work at the premises, the Postal Service will be responsible f or obtaining all necessary and applicable permits, related items, and associated costs. 6. SUBLEASE The Postal Service may sublet all or any part of the premises or assign (his lease but shall not be relieved from any obligation under this tease by reason of any subletting . or assignment, provided it has obtained the Landlords prior written consent, not to be unreasonably withheld. 7. RESTORATION AND ALTERATIONS a. Upon written notification by Landlord within 30 days of [he expiration or termination of this Lease, the Postal Service shall restore the premises to a "broom clean" and usable condition, excepting the following: reasonable and ordinary wear and tear; and damages by the elements or by circumstances over which the Postal Service has no control. If Landlord provides the above notice, the Postal Service and Landlord shall negotiate and reach agreement on necessary items of restoration and the reasonable cost for restoration ; the Postal Service shall pay Landlord this agreed - upon amount and shall have no further restoration duties under this Lease b. The Postal Service shall , with Landlords prior written consent, not to be unreasnably withheld, have the right to make alterations, attach fixtures and, e structures, or signs in or upon the premises . hereby leased (provided such alterations, additions, structures, or signs shall not be detrimental to or inconsistent with the rights granted to other tenants on the property or in the building in which said premises am located); which fixtures. additions or structur additions or structures so placed in, upon or attached to the said premises shall be and remain the property of the Postal Service and may be removed or otherwise disposed of by the Postal Service. gencond2 Oct 2006 GC-1 UNITED STATES A POSTAL SERVICE_ General Conditions to USPS Lease 8. CLAIMS AND DISPUTES a. This contract is subject to the Contract Disputes Act of 1978 (41 U.S.C. 601 -613) ( "the Act "). b. Except . as provided in the Act, all disputes arising under or relating to this contract must be resolved under this clause. c. "Claim,' as used in this clause, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of cc ntract terms, or other relief arising under or relating to This contract. However, a written demand or written assertion by the Landlord seeking. (lie paymenlof money exceeding $100,000 is not a claim under the Act until certified as required by subparagraph d below. A voucher, invoice, or other routine request for payment that is not in dispute when submitted is not a claim under the Act. The submission may be converted to a claim under the Act by complying with the submission and certification requireme Fits of this clause, If it Is disputedeilher as to liability or amount or is not acted upon in a reasonable lime. d. A claim by the Landlord must be made in writing and submitted to the contracting officer for a written decision. A claim by the Postal S ervice against the Landlord is subject to a written decision by the contracting officer. For Landlord . claims exceeding $100,000, the Landlord must submit with the claim the following certification: "I certify that the claim is made in good faith, that the supporting data are accurate and complete to the best of my knowledge and belief, that the amount requested accurately reflects the contract adjustment for which the Landlord believes the Postal Service is liable, and that I am duly authorized to certify the daim on behalf of the Landlord." The certification may be executed by person duly authorized to bind the Landlord with respect to the claim. e. For Landlord claims of $100,000 or less, the contracting officer must, if requested in writing by the Landlord, render a decision within 60 days of the request. For Landlordcenified claims over $100,000, the contracting officer must, within 60 days, decide the claim or notify the Landlord of the date by which the decision will be made. L The contracting officers decision is final unless the Landlord appeals or files asuit as provided in the Act. g. When a claim is submitted by or against a Landlord, the parties by mutual consent may agree to use an altemative dispute resolution (ADR) process to assist in resolving the claim. A certification as described in subparagraph d of this clause must be provided for any claim, regardless of dollar amount, before ADR is used. h. The Postal Service will pay interest on the amount found due and unpaid from: 1, the date the contracting officer receives the claim (properly certified if required); or 2, the date payment otherwise would be due, if that date is later, until the date of payment. i. Simple interest on claims will be paid: at a rate determined in accordance with the Act. j. The Landlord must proceed diligently with performance of this contract, pending final resolution of any request for relief, claim, appeal, or action arising under the contract, and comply with any decision of the cortracting officer. 9. HAZARDOUS/TOXIC CONDITIONS CLAUSE "Asbestos containing building material" (ACBM) means any material containing more than 1% asbestos as determined by using the method specified in 40 CFR Part 763, Subpart E, Appendix E. "Friable asbestos material" means any ACBM that when dry, can be crumbled, pulverized, or reduced to powder by hand pressure. The Landlord must identify and disclose, to the best: of its knowledge, the presence, location and quantity of all ACBM or presumed asbestos containing material (PALM) which includes all thermal system insulation, sprayed on and troweled on surfacing materials, and asphalt and vinyl Flooring material unless such material has been tested and identified as non -ACBM. The Landlord agrees to disclos e, to the best of its knowledge, any information concerning the presence of lead -based paint, radon above 4 pCi /L, and lead piping or solder in drinking water systems in the building, to the Postal Service. Sites cannot have any contaminated soil or wale r above applicable federal, slate or local action levels or undisclosed underground storage tanks. Unless due to the act or negligence of the Postal Service, if contaminated soil, water, underground storage tanks or piping or friable asbestos material or any other hazardous /toxic materials or substances as defined by applicable Local, State or Federal law are subsequently identified on the premises, (he Landlord agrees to remove such materials or substances upon notification by the Postal :Service at Landlord's sole cost and expense in accordance with EPA and/or State guidelines; prior to accomplishing this task. Landlord must seek written approval by the USPS Contracting Officer of the contractor and scope of work, such approval not to be unreasonably withheld. If ACBM is subsequen8y found in the building which reasonably should have been determined, identified, or known to the Landlord, the Landlord agrees lo. conduct; at Landlord's sole expense, an asbestos survey pursuant to the standards of the Asbestos Hazard Emergency Response Act (AHERA), establish an Operations and Maintenance (O &M) plan for asbestos management, and provide the survey report and plan to the Postal Service. If the Landlord fails to remove any friable asbestos or hazardousttoxic materials or substances, or fails to complete an AHERA asbestos survey and O &M. plan, the Postal Service has the right to accomplish the work and deduct the cost plus administrative costs, from future . rent payments or recover these costs from Landlord by other m eans, or may, at its sole option, cancel this Lease. In addition, the Postal Service may proportionally abate the rent for any period the premises, or any part thereof, are determined by the Postal Service to have been rendered unavailable lo: it by reason of such condition. gencond2 Oct 2006 cc -2 2UNITEDSTIJTES General Conditions to USPS Lease POST13L SERVICE. The Landlord hereby indemnifies and holds harmless the Postal Service and its officers, agents, representatives, and employees from all claims, loss, damage, actions, causes of action, expense, fees and /or liability resulting from, brought for, or on account of any violation of this clause. The remainder of this clause applies if this Lease is for premises not previously occupied by the Postal Service. By execution of this Lease the Landlord certifies a. that, to the best of its knowledge, the property and improvements are free of all contamination from petroleum products or any hazardous/toxic or unhealthy materials or substances, including friable asbestos materials, as defined by applicable State or Federal law; b. that, to the best of its knowledge, there are no undisclosed underground storage tanks or associated piping, ACBM, radon, lead -based paint, or lead piping or solder in drinking, water systems, on the properly; and c. it has not received, nor is it aware . of, any notification or other communication from any governmental or regulatory entity concerning any environmental condition, or violation or potential violation of any local, . state, or federal environmental statute or regulation, existing at or adjacent to the property. 10. FACILITIES NONDISCRIMINATION a. By executing this Lease, the Landlord certifies that it does not and will not maintain or provide for its employees any segregated facilities at any of its establishments, and that it does not and will not permilits employees to perform services at any location under its control where segregated facilities are maintained. b. The Landlord will Insert this clause in all contracts or purchase orders under this Lease unless exempted by Secretary of Labor rules, regilalions, or orders issued under Executive Order 11246. 11. CLAUSES REQUIRED TO IMPLEMENT POLICIES, STATUTES, OR EXECUTIVE ORDERS The following clauses are incorporated in this Lease by reference. The text of incorporated terms may be found irdhe Postal Service's Supplying Principles and Practices, accessible at www.usos.comfoublications. Clause 1 -5, Gratuities orGifis (March 2006) Clause 1 -6, Contingent Fees (March 2006) Clause 9-3, Davis -Bacon Act (March 2006)' Clause 9 -7, Equal Opportunity (March 2006f Clause 9 -13. Affirmative Action for Handicapped Workers (March 2006f' Clause 9 -14, Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era (March 2006)° Clause B -25, Advertising of Contract Awards (March 2006) Note: For purposes of applying the above standard clauses . to this Lease, the terms "supplier," "contractor," and "lessor" are synonymous with "Landlord," and the term "contract' is synonymous with "Lease." ' For premises with net interior space in excess of 6,500 SF and involving construction work over $2,000. 2 For leases aggregating payments of $10,000 or more. 3 For leases aggregating payments of $10,000 or more. ` For leases aggregating payments of $25,000 or more. gencond2 Oct 2006 GC-3 UUNITEDSTATES Maintenance Rider POSTAL SERVICE. USPS Responsibility (Partial) 1. The Postal Service shall maintain the demised premises (including repair and replacement of items, if necessary), except for those items specifically made the responsibility of the Landlord in Paragraph 3 below. The responsibility of the Postal Service as stated herein will be fulfilled at such time and in such manner as the Postal Service considers necessary to keep the demised premises in good, clean and proper condition. 2. The term "demised premises' as used in this rider includes the premises described in the Lease, the improvements and appurtenances to such premises and all equipment and fixtures furnished, or to be furnished, by the Landlord under this Lease. 3. During the continuance of the Lease, the Landlord is responsible for maintenance of, repairs to, and, if necessary, replacement of: a. All common or joint use interior and exterior areas and common or joint use equipment and systems that may be included as part of this lease. b. All structural elements, including but not limited to: the foundation; column supports; bearing walls; floors, not including Floor covering. c. All parts of the roof system including, but not limited to: the roof covering; flashing and insulation; roof beams, joists, and deck; soffit and fascia; and gutters and downspouts, but not any interior drop down ceiling. Landlord will be responsible for regular cleaning of any other gutters, downspouts, troughs, scuppers, roof drains, etc. d. Damage resulting from termites and any other wood- eating insects, including inspection, prevention and eradication. e. Defects in building construction or installation of equipment, fixtures, or appurtenances furnished by the Landlord. f. Damage from fire or other casualties, unless such casualties were caused by the negligence of employees or agents of the Postal Service. g. Items of repair performed by the Postal Service due to the failure of any element for which the Landlord is responsible, provided such repairs are reasonable and Landlord fairled to repair in a reasonable amount of time. h. Landlord is responsible for any necessary replacement of the well and septic systems, including lateral fields, during the continuance of the lease. If replacement of either system becomes necessary as a result of the failure of that system, the Landlord remains responsible for providing an operating well system and septic system. Landlord is also responsible for any inspections of these systems required by governing bodies. The Postal Service is responsible for maintenance of the well system and septic system, including any necessary pumping and cleaning of the septic system. 4. If the demised premises or any portion thereof are damaged or destroyed by fire or other casualty, Acts of God, of a public enemy, riot or insurrection, vandalism, or are otherwise determined by the Postal Service to be unfit for use and occupancy, or whenever there is a need for maintenance, repair, or replacement which is the Landlord's obligation under this Maintenance Rider, the Postal Service will require the Landlord to rebuild or repair the premises as necessary to restore them to tenantable condition to the satisfaction of the Postal Service.. The Postal Service will, except in emergencies, provide the Landlord with written notice stating a reasonable time period for completion of all necessary repairs. (A copy of any such notice shall be sent to the Landlord's mortgagee and any assignee of monies due or to become due under this Lease whose names and addresses have been furnished to the Postal Service by the Landlord. Failure to give such written notice to the Landlord or to the mortgagee or assignee shall not affect the Postal Service's rights to recover expended costs under this provision, provided that the costs expended by the Postal Service are reasonable in amount.) The Postal Service, acting through the Contracting Officer, may proportionately abate the rent for any period the premises, or any part thereof, are determined by the Postal Service to have been rendered untenantable, or unfit for use and occupancy, by reason of such condition. US?Smatnc2 July 2008 UNITED STATES POSTAL SERVICE. Maintenance Rider USPS Responsibility (Partial) If the Landlord (or the mortgagee or assignee, on behalf of the Landlord) fails to prosecute the work with such diligence as will ensure its completion within the time specified in the notice (or any extension thereof as may be granted at the sole discretion of the Postal Service), or fails to complete the work within said time, the Postal Service shall have the right to perform the work (by contract or otherwise), and withhold the cost plus any administrative cost and/or interest, from rental payments due or to become due under this Lease. Alternatively, the Contracting Officer may, if the demised premises are determined to be untenantable or unfit for use or occupancy, with reasonable discretion, cancel this Lease in its entirety; without liability. The remedies provided in this section are non - exclusive and are in addition to any remedies available to the Postal Service under applicable law. 5. The Landlord must: a. comply with applicable Occupational Safety and Health Standards, title 29 Code of Federal Regulations (CFR) (including but not limited to Parts 1910 and 1926), promulgated pursuant to the authority of the Occupational Safety and Health Act of 1970 (OSHA); and b. comply with any other applicable federal, state, or local regulation governing workplace safety to the extent they are not in conflict with a; and c. take all other proper precautions to protect the health and safety of: (1) any laborer or mechanic employed by the Landlord in performance of this agreement; and (2) Postal Service employees; and, (3) the public. The Landlord must include this clause in all subcontracts hereunder and require its inclusion in all subcontracts of a lower tier. The term "Landlord as used in this clause in any subcontract must be deemed to refer to the subcontractor. USPS.Taint2 July 2009 AUUNITED STATES POSTIJL SERVICE. Tax Rider Percentage Reimbursement of Paid Taxes Facility NamelLocalion NEWPORT BEACH - BAY STATION (055376 -001) 177 RIVERSIDE AVE, NEWPORT BEACH, CA 92659 -9998 County: Orange Lease:F00000412446 Assessor's Parcel Number: 049 - 110 -17, 049- 110 -30 & 049 - 110 -27 a. Definitions Ad Valorem means according to the value of the property. Property Tax Rate is an amount expressed as dollars and cents per $100.00 or per $1,000.00 of assessed value or as mills per $1.00 of assessed value as set by authorities for tax jurisdictions, which is applied to the value of the land, improvements on the land, or both, to determine some kinds of Real Property Taxes. Real Property Taxes, as used in this clause, shall mean those taxes, including Ad Valorem taxes, special assessments, fees and charges, that are assessed against any or all taxable real property appearing on the assessment roll or list in a taxing authority's jurisdiction and that are identified by a taxing authority for the support of government activities within its jurisdiction, whether such activities are general or specifically identified. Real Property Taxes also include administrative charges or fees imposed by a taxing authority, including those for the support of its assessment and collection activities. b. The Landlord agrees to pay all taxes of any kind, including Real Property Taxes, and fees of every kind and nature levied on the demised premises. c. The Postal Service will reimburse Landlord 21.25% ( "Tenant's Share ") of the total paid Real Property Taxes, as defined above, only under the following terms: 1. Landlord may submit not more than one request for reimbursement in any calendar year, irrespective of the number of taxing authorities included; and reimbursement will be made not more than one time annually by the Postal Service. 2. No reimbursement will be made for fines, penalties, interest or costs imposed for late payment. 3. Reimbursement will be made only for net paid taxes, less Tenant's Share of the maximum discount allowed by the taxing authority for prompt or early payment, regardless of whether Landlord actually received any such discount. 4. Reimbursement will be made only for taxes levied for periods of time within the term of this lease. 5. In order to qualify for reimbursement, the tax bill as issued by the taxing authority must include the demised premises. 6. Landlord must provide copies of the front and back of the complete tax bill issued by the taxing authority, along with satisfactory proof of payment. Satisfactory proof of payment shall be (i) a receipt for payment shown on the face of the tax bill, (ii) a copy of the front and back of the canceled payment check, (iii) a statement from a lender verifying payment of the tax, or (iv) other documentation satisfactory to the Postal Service. 7. Incomplete or improper requests for reimbursement will be returned to Landlord without payment. 8. Landlord agrees to submit a request for reimbursement of taxes within 18 months after the close of the tax year. In the event Landlord fails to submit its request for reimbursement within that time period, the USPS is not required to reimburse paid taxes. d. The Landlord must promptly furnish to the Postal Service copies of all notices that may affect the valuation of the demised premises for Real Property Tax purposes or that may affect the levy or assessment of Real Property Taxes thereon. If Landlord does not timely furnish such notices relating to valuation changes or the levy or assessment of taxes or fails to meet any legal prerequisite for appeal and the Postal Service loses the right to contest the validity or the amount of the taxes, then the Postal Service shall be responsible to reimburse Landlord for only 75% of Tenant's Share of the reimbursable taxes due for the year involved. GUNITEDSTATES Tax Rider POST13LSERVICE. Percentage Reimbursement of Paid Taxes All notices required under this paragraph must be delivered or mailed, using certified mail with a return receipt or other verified method of delivery, within ten (10) days from the receipt thereof by the Landlord to: CONTRACTING OFFICER Pacific FSO 1300 EVANS AVENUE, SUITE 200 SAN FRANCISCO, CA 94188 -8200 or to such other office as the Postal Service may later direct in writing. e. The Postal Service may contest the validity of any valuation for Real Property Tax purposes or of any levy or assessment of any Real Property Taxes by appropriate proceedings either in the name of the Postal Service or of the Landlord or in the names of both. Notwithstanding any contest of valuation, Property Tax Rate, levy or assessment, Landlord must pay under protest the Real Property Taxes involved when requested to do so by the Postal Service. The Landlord, upon reasonable notice and request by the Postal Service, must join in any proceedings, must cooperate with the Postal Service, and must execute and file any documents or pleadings as the Postal Service may require for such proceeding, provided the Landlord is reasonably satisfied that the facts and data contained therein are accurate. Landlord will not be responsible for the payment of penalties, costs, or legal expenses in connection with any protest or appeal proceedings brought by the Postal Service, and the Postal Service will indemnify and save harmless the Landlord from any such penalties, costs, or expenses. Landlord hereby authorizes the Postal Service as its agent to represent its interest in any appeal or protest proceeding authorized under this paragraph. Landlord shall promptly notify the Postal Service of any appeal or other action it takes or initiates to adjust any valuation of the property, Property Tax Rate, or levy or assessment of Real Property Taxes. The Postal Service is entitled to Tenant's Share of any and all monies obtained through such actions or any other refunds or remissions of Real Property Taxes paid in any year subsequent to the commencement of the lease. If any such refunded or remitted monies are paid or delivered to Landlord, Landlord must immediately forward them to the Postal Service. If Landlord is informed that he is entitled to a refund or remission of monies paid as Real Property Taxes upon the submission of an application, Landlord will promptly make and file such application, and upon receipt of such refund or remission, immediately forward it to the Postal Service. The Postal Service reserves the right to offset Tenant's Share of refund and remission payments not so obtained or forwarded, against rental or other payments due the Landlord. g. The Postal Service is entitled to the benefits of all tax exemptions or abatements authorized by law or regulation that may be available with respect to the demised premises. Landlord shall take all necessary steps to obtain such exemptions or abatements. The Postal Service reserves the right to offset against rental or other payments due the Landlord the amount or value of any abatement or exemption that would have been available if Landlord had properly applied for it, and any amount for which the Postal Service is not to be responsible under paragraph (d), above. h. Nothing herein contained shall operate to waive or deprive the Postal Service of any rights, privileges or immunities it enjoys under law. L The Tenant's Share, shown in paragraph (c) above, is based on the percentage of the building that the Postal Service occupies in relation to all of the leasable areas, and was computed as follows: 4,844 sf divided by 22,797 sf j. In the event that the site is enlarged or decreased, or the building is altered in any way that may affect the assessment value of the total property, the percentage shown in paragraph c. above, shall be recomputed to reflect the correct proportion of the value of the demised premises to the relative value of the total property. February 2004 T -2 UNITED STATES A POSTAL SERVICE. Facility NamelLocalion NEWPORT BEACH - BAY STATION (055376 -001) 177 RIVERSIDE AVE, NEWPORT BEACH, CA 92659 -9998 Utilities, Services, & Equipment Rider County: Orange Lease:F00000412446 HEAT Landlord shall not be responsible for furnishing heating system or fuel for heat during the continuance of the lease. 2. AIR CONDITIONING Landlord is not responsible for furnishing air conditioning equipment under this Lease. 3. ELECTRICITY Landlord must furnish a separately metered electrical system in good working order for the demised premises, in accordance with the Maintenance Rider, during the continuance of the lease. The Postal Service will pay all recurring electric bills. 4. LIGHT Landlord is not responsible for providing light fixtures. February 2004 U-1 NUNITED ST13TES POST13L SERVICE. Utilities, Services, & Equipment Rider 5. WATER Landlord must furnish a potable water system in good working order, in accordance with the Maintenance Rider, during the continuance of the Lease. The Postal Service pays for all recurring water bills during the continuance of the Lease, provided a separate meter or separate invoice is furnished by the appropriate authority. 6. SEWER Landlord must furnish a sewer system in good working order, in accordance with the Maintenance Rider, during the continuance of the Lease. The Postal Service pays for all recurring sewer bills during the continuance of the Lease, provided a separate meter, or separate invoice is furnished by the appropriate authority. TRASH The Postal Service agrees to furnish and pay for all trash removal for the demised premises during the continuance of the Lease. B. SNOW Not Applicable February 2004 U -2 UNITED STATES POSTAL SERVICE. (i I OF PLJ MI t� Facility Name /Localion NEWPORT BEACH - BAY STATION (055376 -001) 177 RIVERSIDE AVE, NEWPORT BEACH, CA 92659 -9998 Mortgagee's (To be executed and County: ( Lease: 12446 The undersigned, Holder(s) of a mortgage (or similar encumbrance, such as a Deed of Trust ), inthe sum of on the property situated at: hereby consent(s) to the leasing of said property to the U.S. Postal Service and agree'(s) for itself, its successors, executors, administrators, and assigns that in the event it should become necessary to: lease) a) foreclose said mortgage or similar encumbrance, the Mortgagee will the sale of said premises to be made subject to said lease: or, b) take any other action terminating the mortgage or transferring title, the Mortgagee will cause such action to be made subject to said lease. � VName of Mortgage Company Ir Signature of Mortgagee's Officer 6V Its: Title of Mortgagee's Street Address City. Slate and ZI13+4 Subscribed and Sworn to before me, a notary public, in and for this day of commission expires February 2004 M -1 County, State of LEGAL DESCRIPTION EKHI BIT "A" TIic LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT BEACII. COUNTY OF ORANGE. STATE OI' CALIFORNIA. AND IS DESCRIBED AS FOLLOWS: PARCELI: THAT PORTION OF LOT F OF TRACT NO. 919, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 29, PACES 31 THROUGH 34, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: COMMENCING AT A POINT IN THE NORTHEASTERLY LINE OF THE CALIFORNIA STATE HIGHWAY AS SHOWN ON SAID MAP OF TRACT NO. 919 DISTANT SOUTHEASTFRL.Y 750.00 FEET, MEASURED ALONG SAID NORTHEASTERLY LINE, FROM THE SOUTHEASTERLY CORNER OF THE LAND DESCRIBED IN THE DEED TO WALTER S. SPICE AND WIFE RECORDED NOVEMBER 17, 1930 IN BOOK 436, PAGE 190 OF OFFICIAL RECORDS, THENCE NOII.1.11 280 59' 30" EAST 213.59 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 610 00' 30" EAST 50.09 FEET TO THE SOUTHEASTERLY LINE OF THE LAND DESCRIBED IN THE DEED TO J. H. GORDON AND WIFE RECORDED AUGUST 16, 1939 IN ROOK 1011, PAGE 61 OF OFFICIAL RECORDS; THENCE NORTH 280 59' 30" EAST .ALONG SAID SOUTHEASTERLY LINE TO A LINE PARALLEL WITH AND DISTANT NORTHEASTERLY 280.52 FEET FROM THE SOUTHWESTERLY LINE OF SAID LOT F; THENCE SOUTHEASTERLY ALONG SAID PARALLEL LINE 50.00 FEET TO .A LINE PARALLEL WITH AND DISTANT SOUTHEASTERLY HEAST'ERLY 50.00 FEET FROM SAID SOUTHEASTERLY LINE OF J. H. GORDON; THENCE SOUTH 280 59' 30" NEST ALONG SAID PARALLEL LINE TO THE SOUTHWESTERLY LINE OF SAID LOT F; THENCE SOUTH 610 00' 30" EAST ALONG SAID SOUTHWESTERLY LINE 25.00 FEET TO A LINE PARALLEL WITH AND DISTANT SOUTHEASTERLY 75.00 FEET FROM SAID SOUTHEASTERLY LINE OF THE LAND OF .I. IL GORDON, THENCE NORTH 280 59' 30" EAST ALONG SAID PARALLEL LINE TO THE SOUTHWESTERLY LINE 01, THE LAND DESCRIBED IN A DEED RECORDED IN BOOK 8124, PAGE 443 OF SAID OFFICIAL RECORDS; THENCE SOUTH 610 00' 30" EAST ALONG SAID SOUTHWESTERLY LINE 129.15 FEET TO THE SOUTHEASTERLY LINE OF SAID LOT F; THENCE NORTH 280 59' 30" EAST ALONG SAID SOUTHEASTERLY LINE 328.83 FEET TO THE MOST EASTERLY CORNER OF SAID 'LOT F; THENCE NORTHWESTERLY ALONG THE NORTHEASTERLY LINE OF SAID LOT F TO A LINE THAT BEARS NORTH 280 59'30" EAST FROM THIS TRUE POINT OF BEGINNING; THENCE SOUTH 280 59' 30" WEST 222.59 FEET T'O THE TRUE POINT OF BEGINNING. EXCEPT ALL OIL, 011, RIGHTS,:MINF,RALS, MINERAL RIGHTS, NATURAL GAS, (NATURAL GAS RIGHTS, AND OTHER HYDROCARBON'S BY WHATSOEVER NAME. KNOWN THAT MAY 13E WITHIN OR UNDER SAID LAND, TOGETHER WITH THE PERPETUAL RIGHT OF DRILLING, MINING, EXPLORING AND OPERATING THEREFOR AND REMOVING THE SA67E FROM SAID LAND. OR ANY OTHER LAND, INCLUDING THE RIGITI' TO WHIPSTOCK OR DIRECTIONALLY DRILL AND MINE FROM LANDS OTHER THAN 'THOSE HEREINABOVE DESCRIBED, 011, OR GAS WELLS, TUNNELS AND SHAFTS INTO, THROUGH OR ACROSS THE SUBSURFACE OF SAID LAND, AND "1'0 BOTTOM SUCH WHIPSTOCKED OR DIRECTIONALLY DRILLED WELLS, TUNNELS AND SIIAFT'S UNDER AD BENEATH OR BEYOND THE EXTERIOR LIMITS THEREOF, AND TO REDRIL.L, RETUNNEL, EQUIP, MAINTAIN, REPAIR, DEEPEN AND OPERATE ANY SUCH WELLS OR MINES, WITHOUT,.. HOWEVER, THE RIGHT T'0 DRILL, NIINE, EXPLORE AND OPERATE THROUGH THE SURFACE OR THE UPPER 100 FEET OF THE SUBSURFACE OF THE LAND 012 OTHERWISE IN SUCH MANNER AS TO ENDANGER THE SAFETY OF ANY HIGHWAY THAT MAY BE CONSTRUCTED ON SAID LANDS, AS RESERVED IN THE DEED FROM FRANK J. O'CONNOR AND CONSTANCE D7. O'CONNOR RECORDED MAY 28, . 1969 IN BOOK 8970, PAGE 7 OF OFFICIAL RECORDS. PARCEL 2: CLTA Preliminary Report Fonn— Modified (1I /I7 /06) Page 3 EXHIBIT A (Cntinucd) AN EASEMENT FOR ACCESS AND PARKING PURPOSES OVER THAT PORTION OF LOT "F" OF TRACT NO. 919, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 29 PAGES 31 THROUGH 34, INCLUSIVE OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, MORE PARTICULARLY DESCRIBED IN THE DECLARATION ESTABLISHING ACCESS AND PARKING EASEMENTS RECORDED IN BOOK 13484, PAGE 726 OF OFFICIAL RECORDS, AS AMENDED BY FIRST A\IFNDYIENT TO DECLARATION ESTABLISHING ACCESS AND PARKING EASEMENTS RECORDED SEPTEMBER 26, 1985 AS INSTRUMENT NO. 85- 369000 OF OFFICIAL, RECORDS, AS AiMENDED BY SECOND AMENDMENT TO DECLARATION ESTABLISHING ACCESS AND PARKING EASEMENTS RECORDED JANUARY 18, 2008 AS INSTRUMENT NO. 2008000027296 OF OFFICIAL RECORDS. APN: 049 - 110 -17 & 049 - 110 -27 a�9 -1 1 nIU 6 • ory ®VIQ , EVON 51 1 10 ti er L ® N t O a PIQ Z O •�'� AON P.Y. N0. 919 x 0�9 • ° ° ®n i� "t w0mvar a� 1� lM1Nt sn. m� 13 OLM.Im ® fWlin M vivl Ntr lauruulyPOl IN6/ NB. 919 N.N. 29-)2 rrr - n�sxs «w'! nLro- s .;:[SlM`s mn /N W SUB. N:N. 1- as ''we, noWf'e7 BWY: N9 I'm 11 WCN 1949 PW(CL w P.N. G0. J. 227-9. 131 -J2 SM.' 11 C'mrs M" 1 01. ONNS[ Exhibit B " Demised Premisis" 1771 -L 1,328 SQ FT BALPORT LOCK & SAFE 177H 358 SQ FT 177G 640 SQ FT CBLCLEANERS MATCHLINE MATCHLINE N 0 20' 40' M. Lambert Architectural Services I � A 2512 Beverly Ave Santa Monica, CA 90405 177 RIVERSIDE AVE It p: 310 600 -1788 f: 310 450 -7587 11.06.12 Exhibit C "Space Plan" WO c o V > rn w a N O O N '0 n w-weopT WTI AP-) STA 70 ff I I I20 1/Z ZjI Fu w n Exhibit D "USPS Work" Postal Service shall build out the space using the current USPS design standards. USPS shall install flooring, fixtures, furniture, paint, ceilings (if specified) and build out any and all interior walls necessary for the operation of the Postal Service. All work shall be done to a professional level and shall comply with all applicable laws and permits. Exhibit E "Landlord's Work" In units 177 B, C, D E and F. Landlord shall deliver the space in shell condition. The space shall be free of all demising walls, drop down ceilings, ducting as well as restroom or interior walls. All plumbing fixtures shall be removed and stubbed. Landlord shall provide Postal Service a certificate showing that units 17713, C, D and E and F are free of asbestos and lead contamination. Landlord shall replace any broken cracked or damaged glass in the storefront and Landlord shall replace one door with a solid store front.