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HomeMy WebLinkAboutSANTA ANA ACTING AS SUCCESSOR AGENCY - 2012IFiSURAMCE ON FILE uv0? K MAY PROCEED N-2092-090 UNTIL INSURANCE EXPIRES 3-! -/3 CLERK OF CO?wGIL ASSIGNMENT &c ASSUMPTION AGREEMENT DATE: JUL 2 4 2O1Z d?- CDA?C?? This ASSIGNMENT 8c ASSUMPTION AGREEMENT ("Assignment"), dated for Gab`{ . identification purposes as of the y? day of July, 2012, is entered into by and between L?'re?' the City of Santa Ana, acting as Successor Agency to the Community Redevelopment Agency for the City of Santa Ana ("Assignor") and the City of Santa Ana, a California municipal corporation ("Assignee"), with reference to the following: RECITALS A. Assignor is the current owner of that certain property comprising the southwesterly one-quarter of a vacated portion of Spurgeon Street situated between Third and Fourth Streets in the City of Santa Ana ("Property"). Assignor acquired title to the Property by operation of law on February 1, 2012, pursuant to ABX1 26, specifically Health 8? Safety Code Sections 34173 and 34175(b). B. The Property is the subject of that certain Lease Agreement dated January 1, 2011 ("Lease"), originally entered into between the Community Redevelopment Agency for the City of Santa Ana, Assignor's predecessor in interest to the Property, as "Lessor" thereunder, and Fiesta Marketplace Partners, Ltd. and Fiesta Marketplace Partners Number Two, Ltd., both California Limited Partnerships, collectively as "Lessee." C. The Lease provides for the Assignor to rent the Property to Lessee and for Lessee to use the Property as a public gathering place, on a month-to-month basis. The Lease further requires Lessee to maintain the physical condition of the Property. D. In accordance with ABX1 26, the Redevelopment Dissolution Act, the Oversight Board for the Assignor has directed the Assignor to convey the Property to the Assignee. E. Assignor and Assignee desire to enter into this Assignment to provide for Assignor's assignment and delegation to Assignee of its rights, duties, obligations and interests under the Lease, and Assignee's assumption thereof, concurrently with the conveyance of the Property by Assignor to Assignee. NOW, THEREFORE, Assignor and Assignee hereby agree as follows: 1. Assignment. Effective on the Recording Date (as defined below), Assignor hereby assigns and delegates to Assignee all of its rights, duties, obligations and interests in and to the Lease, and Assignee hereby accepts such assignment and delegation and assumes performance of all terms, covenants and conditions to be performed by the "Lessor" thereunder, occurring or arising under the Lease from and after the Recording Date. 2. Release. Assignee hereby releases Assignor from any and all liability on or under the Lease accruing from and after the Recording Date. DO C SOC/ 1571285x2/200402-0000 3. Governing Law. This Assignment has been entered into, is to be performed entirely within, and shall be governed by and construed in accordance with the laws of the State of California. 4. Further Assurances. Each party hereto covenants and agrees to perform all acts and things, and to prepare, execute, and deliver such written agreements, documents, and instruments as may be reasonably necessary to carry out the terms and provisions of this Assignment. 5. Effective Date. This Assignment shall become effective, if at all, on the date that a grant or quitclaim deed, executed by Assignor and conveying the Property to Assignee, is recorded against the Property in the Official Records of Orange County, California ("Recording Date"). This Assignment shall be null and void ab initio if the Recording Date does not occur for any reason. IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the date set forth above. ASSIGNOR ATTEST: Maria D. Huizar Clerk of the Council CITY OF SANTA ANA, Acting as Successor Agency to the Community Redevelopment Agency for the City of Santa Paul Walters City Manager ASSIGNEE ATTEST: Maria D. Huizar Clerk of the Council CITY OF SANTA ANA, a Califor ? nicipal corporation Paul Wa ters City Manager APPROVED AS TO FOORM: ????ti(li ? o a r+?CJ?-7 ?ia Carvalho City Attorney 2 DOC SOC/ 1571285x2/200402-0000 CONSENT TO ASSIGNMENT 8z ASSUMPTION AGREEMENT Fiesta Marketplace Partners, Ltd. and Fiesta Marketplace Partners Number Two, Ltd., both California Limited Partnerships, together, are the current "Lessee" under that certain Lease Agreement dated January 1, 2011, by and between the Community Redevelopment Agency for the City of Santa Ana and Lessee ("Lease")_ Lessee hereby acknowledges and consents to the foregoing Assig?ent 8L Assumption Agreement, dated for identification purposes as of the 3 day of July, 2012, by and between the City of Santa Ana, Acting as Successor Agency to the Community Redevelopment Agency for the City of Santa Ana, as Assignor, and the City of Santa Ana, a California municipal corporation, as Assignee. Further, Lessee hereby releases Assignor from any further liability under the Lease. Dated: '7 _ ? = ? Z FIES A PLACE PARTNERS, L ., a California invited Partnership By. Its: (?` ?.,... 1 ?.,??-.... ? Printed Name: ?y? .i? _??,s ? Dated: ? - Ste- 1'1? FIESTA MARKETPLACE PARTNERS NUM T TD., a California Li ted Partnership sy: Its: Ge??,-?+? na..ia-.,..i Printed Name: ? ? .i?? ?' h?T 3 Docsocn s?izas?2i2ooao2-oo00 1011-RN-U1-F'7 DO NOT RECORD LEASE AGREEMENT BETWEEN THE COMMUNITY REDEVELOPMENT AGENCY THE CITY OF SANTA ANA AND THE FIESTA MARKETPLACE PARTNERS, LTD. AND FIESTA MARKETPLACE PARTNERS NUMBER TWO, LTD. THIS LEASE AGREEMENT ("Agreement") is made and entered into this 151 day of January, 2011, by and between the Community Redevelopment Agency for the City of Santa Ana, herein referred to as "Agency", Fiesta Marketplace Partners, Ltd. and Fiesta Marketplice Partners Number Two, Ltd., both California limited partnerships, herein refened to as "Lessee". The parties hereto agree as follows: ARTICLE 1 -TERM OF LEASE Section 1.01 Property and Use A. Lessee own various parcels in the downtown area of Santa Ana in the area bounded by Fifth Street on the north, French Street on the east, Third Sheet on the south and Bush Street on the west (referred to herein as "Site A"), as depicted on the Site Map (Exhibit 1) attached hereto and incorporated herein. B. Included wn Site A is an open area composed of a vacated portion of Spurgeon Sheet between Third and Fourth Streets (referred to herein as "Site B"), as depicted on the Site Map (Exhibit 1) attached hereto and incorporated herein. Lessee owns three-quarters of Site B and the Agency owns the other quarter. By this Agreement, the Agency has agreed to lease its portion of Site B (the "Property") to the Lessee on a month-to-month basis to permit it to be used as a public gathering place as part of Site A. C. Adjacent to Site A and Site B, the Agency owns approxiunately.85 acres of a future development site currently licensed to the City of Santa Ana for use as public parking lot (referred to herein as "Site C", as depicted on the Site Map (Exhibit 1) attached hereto and incorporated herein. The portion of Site B being leased to the Lessee is part of Site C. D. Agency hereby rents to Lessee use of Site B for use as a public gathering place, subject to such reasonable rules and regulations for invitee conduct as Lessee may uniformly apply. E. Lessee is accepting the Property in an "as-is" condition. DO NOT RECORD F. Lessee may not sublet or assign the Property to any other person, entity, company or organization. G. Any signage Lessee intends to place upon the Property is subject to prior approval of the Agency, and must be compliant with City of Santa Ana local regulations. H. Upon the expiration or termination of this Agreement, Lessee shall sun-ender the Property to Agency in good and clean condition, less ordinary wear and tear. Section 1.02 Term (a) The term of the Agreement for renting the Property ("Term") shall be on a month to month basis. (b) Notice of intent to vacate or ternination of the Agency-Lessee relationship is only valid with thirty (30) days prior written notice to the other party for no cause. (c) Notice of intent to terminate due to violation of Lease terms and conditions shall be governed by Section 5.01(c) below. Section 1..03 Compensation for Use/Leasehold Improvements (a) Upon execution of this Agreement, Lessee shall maintain the Property for the Agency. Such maintenance shall include, but is not limited to, maintenance of landscaping, in-igation, lighting, graffiti and trash removal. (b) Lessee shall place a mutually approved water feature on the Property, and Lessee shall be solely responsible for any maintenance and/or repair costs associated with said water feature. (c) Lessee shall supply security services, at its sole cost, to ensure the safety and integrity of the Property, when and to the extent Lessee is providing similar security services for Lessee's owned portion of Site B. Section 1.04 Non-Recording Neither party shall record this Agreement. ARTICLE 2 -MAINTENANCE Section 2.01 Maintenance Lessee shall pay for all services furnished to the Property for the use, operation and maintenance of the Property during the Term of this Agreement, and for the removal of DO NOT RECOE2D trash from the Property during the Teim of this Agreement. Lessee shall provide lighting for the Property and for persons using the Property which is consistent and coii?rnensm-ate with the lighting provided for Lessee's owned portion of Site B. ARTICLE 3 -IMPROVEMENTS AND ACCESS Section 3.01 The Property/Miscellaneous (a) Lessee shall repair any damage to the Property and will return the Property in satisfactory condition, ordinary wear and tear excepted. Lessee shall be required to remove all its fixtures upon expiration/tennination of the Agreement at Agency's request. If Lessee fails to do so within thirty (30) days, Agency may elect to do so at Lessee's sole cost and expense, or elect to not remove such fixtures, in which case, such fixtures shall become the property of Agency, at Agency's option. Any personal property, equipment or other improvements that are not removed within said tlurty- day period shall become the property of Agency, at Agency's option. (b) Lessee shall provide access to the Property to the Agency, and its employees, agents, contractors and subcontractors, twenty-four (24) hours a day, seven (7) days a week. (c) Lessee shall, at its sole cost and expense, maintain and repair the Property including, but not limited to, the removal of all trash, debris, graffiti, as well as any special intensive cleaning. If Lessee causes any damage to the PropeiTy, it shall promptly repair same upon receipt of notice from the Agency. (d) Upon the expiration or termination of this Agreement, Agency shall approve in writing the sun-ender of the Property by Lessee only after being satisfied that the Property has been left in good and clean condition, less ordinaay wear and tear. (e) Quiet Enjoyment. Lessee shall have quiet possession of the Property for the entire term hereof, subject to all the provisions of this Agreement. Section 3.02 Liens Lessee will not permit any mechanics' or materiahnens' or other liens to stand against the Property by reason of any use or occupancy by Lessee, or any person claiming under Lessee. ARTICLE 4 -INDEMNITY AND INSURANCE Section 4.01 Indemnification, Defense, Hold Harmless DO NOT RECORD Lessee shall protect, defend, indemnify and save and hold harmless Agency, its officers, officials, employees, and agents from and against any and all liability, loss, damage, expenses, costs (including without limitation costs and fees of litigation of any nature) v-ising out of or in connection with Lessee's performance of this Agreement or Lessee's failure to comply with any of Lessee's obligations contained in the Agreement by Lessee, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of Agency. In the event Agency is named as co- defendant, Lessee shall notify Agency of such fact and shall represent Agency in such legal action unless Agency undertakes to represent itself as co-defendant in such legal action, in which event Agency shall bear its own litigation costs, expenses and attorney's fees. and Agency, their officers, agents and employees, while acting within the scope of their Section 4.02 Insurance In addition to the Lessee's covenant to indemnify and hold harmless Agency, Lessee shall obtain and fuunish to Agency, a policy of general public liability insurance, commercial general liability, covering the Property. The policy shall indemnify Lessee duties, against any and all claims arising out of or in connection with the Property and shall provide coverage in not less than the following amount: combined single limit bodily injury, personal injury and property damage, liability, of $1,000,000 per occurrence. The Agency also requires an Additional Insured Endorsement, as attached and incorporated herein as Exhibit 2. The policy shall name the Community Redevelopment Agency, its agents, officers, employees and volunteers as Additional Insureds, and shall specifically provide that any insurance coverage which inay be applicable to the Property shall be deemed excess coverage and that Lessee's insurance shall be primary. Lessee shall be responsible for satisfying any "deductible" contained in the above-mentioned insurance. Lessee is required to give the Agency no less than thirty (30) days notice of cancellation or reduction in coverage. No cancellation provision in any insurance policy shall be construed in derogation of the continuous duty of Lessee to furnish insurance during the term of this Agreement. Section 4.03 Property Insurance Lessee shall provide to Agency, before entering the Property, and shall maintain in force during the entire tern of this Agreement, property insurance with extended coverage endorsements thereon, on the Property in an amount equal to the full replacement cost and/or value thereof; this policy shall contain a replacement cost endorsement naming Lessee as the insured and shall not contain a co-insurance penalty provision. The policy shall contain a special endorsement that such proceeds shall be used to repair or rebuild any such improvements so damaged or destroyed; and if not so used, such proceeds shall be paid to Agency. The proceeds of any such insurance payable to Agency shall be used for rebuilding or repair as necessary to restore the Property at the discretion of Agency. The policy shall name Agency as an Additional Insured. DO NOT RECORD The policy or policies shall also contain the following endorsements: The insurer will not cancel or reduce the insured's coverage without thirty (30) days prior written notice to Agency; and 2. Agency will not be responsible for premiums or assessments on the policy. A complete and signed certificate of insurance with all endorsements required by this Section shall be filed with Agency prior to the execution of this Agreement. At least thirty (30) days prior to the expiration of any such policy, a signed and complete certification of insurance showing that coverage has been renewed, shall be filed with Agency. Section 4.04 Certificates of Insurance; Additional Insured Endorsements Prior to execution of this Agreement, Lessee shall furnish to Agency certificates of insurance and additional insured endorsements to each of Lessee's insurance policies, subject to approval of the City Attorney, evidencing the foregoing insurance coverages as required by this Agreement; these certificates shall: provide the name and policy number of each carrier and policy; shall state that the policy is currently in force; and shall promise to provide that such policies will not be canceled, suspended, voided, reduced in coverage or in limits, or modified without thirty (30) days prior written notice of Agency. Lessee shall maintain the foregoing insurance coverages in force tht•oughout the team of this Agreement. The requirement for can-ying the foregoing insurance coverages shall not derogate from the provisions for indemnification of Agency by Lessee under the Agreement. Agency or its representatives shall at all times have the right to demand the original or a copy of all these policies of insurance, which Lessee shall provide within fifteen (15) days of Agency's request. ARTICLE 5 - TERMINATION/DEFAULT Section 5.01 Termination (a) In the event of any damage, destruction or condemnation of the Property, which renders the Property unusable or inoperable in Lessee's reasonable judgment, Lessee shall have the right, but not the obligation, to terminate the Agreement with respect to the subject Property by giving written notice to Agency within thirty (30) days after such damage, destruction or condemnation. If by virtue of such casualty or condemnation, Lessee determines that the Property is no longer adequate for Lessee to continue its DO NOT RECORD operations, or any repairs to the Property have not been completed or cannot reasonably be completed within sixty (60) days from the date of the damage, desk-action or condemnation, this Agreement will become null and void. (b) In the event of condemnation, unless Lessee is allowed by the condemning authority to continue its operations in the Property, this Agreement shall ten7ninate as of the date title to the Property vests in the condemning authority or Lessee is required to cease its operations, whichever is earlier. If any property described herein or hereinafter added hereto is taken in eminent domain, the entire award shall be paid to Agency. (c) This Agreement may be terminated on fifteen (15) days prior written notice by either party upon a default of any covenant or term hereof by the other party, which default has been noticed and is not cured within thirty (30) days of receipt of written notice of default. ARTICLE 6 -ASSIGNMENT, ABANDONMENT, DEFAULT, INSOLVENCY Section 6.01 Assignment Lessee shall not, either voluntarily or by operation of law, assign, transfer, mortgage, pledge, or encumber this lease or any interest therein, and shall not sublet said Property or any part thereof, or any right or privilege appLU•tenant thereto, or allow any other person (the employees, agents, servants, and invitees of Lessee excepted) to occupy or use said Property, or any portion thereof, without the prior written consent of the Agency Section 6.02 Reserved. Section 6.03 Default by Lessee Should Lessee default in the perfoiznance of any of the terms, conditions, or obligations contained in this Agreement, Agency may re-enter and regain possession of the Property in the manner provided by the laws of unlawful detainer of the State of California then in effect. Section 6.04 Insolvency of Lessee The insolvency of Lessee as evidenced by a receiver being appointed to take possession of all or substantially all of the property of Lessee, or the making of a general assignment for the benefit of creditors by Lessee, or the filing of a petition in banln-uptcy shall tenzninate this Agreement and entitle Agency to re-enter and regain possession of the Property. Section 6.05 Cumulative Remedies DO NOT RECORD The remedies given to Agency in this Agreement shall not be exclusive, but shall be cumulative and in addition to all remedies now and hereafter allowed by law or elsewhere provided in this Agreement. Section 6.06 Waiver of Breach The waiver by Agency of any breach by Lessee of any of the provisions of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach by Lessee either of the same or another provision of this Agreement. ARTICLE 7 -HAZARDOUS MATERIALS Section 7.01 At the time of execution of this Agreement, Agency wan-ants that the Property is clean and contains no known hazardous materials. Lessee represents and warrants that it will comply with all environmental laws during the teiYn of this Agreement; its use of the Property herein will not generate any hazardous substance, and it will not store or dispose on the Property nor transport to or over the Property any hazardous substance. Lessee further agrees to clean-up and remediate any hazardous substance on the Property, and hold Agency harmless from and indemnify Agency against any release of any such hazardous substance and any damage, loss, or expense or liability resulting from such release including all attorneys' fees, costs and penalties incurred as a result thereof except any release caused by the negligence of Agency, its employees or agents. "Hazardous substance" shall be interpreted broadly to mean any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, hazardous or toxic or radioactive substance, or other similar term by any federal, state or local environmental law, regulation or rule presently in effect or promulgated in the future, as such laws, regulations or rules may be amended from time to time; and it shall be interpreted to include, but not be limited to, any substance which after release into the enviromnent will or may reasonably be anticipated to cause sickness, death or disease. ARTICLE 8 -MISCELLANEOUS Section 8.01 Force Majeure -Unavoidable Delays Should the perfoiznance of any act required by this Agreement to be performed by either Agency or Lessee be prevented or delayed by reason of an act of God, strike, lockout, labor troubles, inability to secure materials, restrictive govermnental laws or regulations, or any other cause except financial inability not the fault of the party requu-ed to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay, and performance of the act during the period of delay will be excused, provided, however, that nothing contained in this section shall excuse the prompt payment of compensation by Lessee as required by this Agreement or the performance of any act rendered difficult solely because of the financial condition of the party, Agency or Lessee, required to perform the act. DO NOT RECORD Section 8.02 Notice Any written notice or required submittals, given under the terms of this Agreement, shall be delivered personally, or mailed, certified mail, postage prepaid, addressed to the party concerned as follows: To Agency: and, City of Santa Ana - Cormnunity Redevelopment Agency 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, CA 92702 Attn: Executive Director Telefacsimile (714) 647-6549 Agency General Counsel City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, CA 92702 Telefacsimile (714) 647-6515 To Lessee: Fiesta Marketplace Partners 129 W. Wilson Sheet, Ste. 100 Costa Mesa, CA 92627 Attn: Irving Chase Telefacsiinile (949) 722-8855 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given ttu-ee (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the hansmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. DO NOT RECORD Section 8.03 Contract Administrator The Executive Director of the Agency, or his/her designee, shall be City's Administrator for this Agreement and all approval and notices required to be given herein shall be so directed and addressed. Section 8.04 Compliance with Laws Lessee shall at Lessee's own cost and expense comply with all statutes, ordinances, regulations, and requirements of all governmental entities, including federal and state, county and municipal, relating to Lessee's use and occupancy of the Property whether such statute, ordinances, regulations, and requirements be now in force or hereinafter enacted. The judgment of any court of competent jurisdiction, or the admission by Lessee in a proceeding brought against Lessee by any goverrunent entity, that Lessee has violated any such statute, ordinance, regulation, or requirement shall be conclusive as between Agency and Lessee and shall be considered grounds for termination of this Agreement by Agency. Lessee will obtain all permits and other governmental approvals, required in connection with Lessee's activities hereunder, and update such permits/approvals as necessary. Section 8.05 Binding on Heirs and Successors This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties hereto. The provisions of this Section shall not be deemed to be a waiver of any of the conditions against assignment set forth herein. Section 8.06 Partial Invalidity Should any provision of this Agreement be held by a court of competent jurisdiction to be either- invalid, void, or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect unimpaired by the holding, so long as the reasonable expectations of the parties hereto are not materially unpaired. Section 8.07 Waste or Nuisance Lessee shall not commit or permit the commission by others of any waste on the Property- Lessee shall not maintain, commit, or permit the maintenance or connnission of any nuisance as defined in Section 3479 and/or Section 3480 of the Cali os-nia Civil Code on the Property; and Lessee shall not use or permit the use of the Property for any unlawful purpose. Section 8.08 Repairs Lessee shall be required to make any repairs to the Property occurring from damages caused by Lessee, its employees, agents, contractors, and subcontractors. DO NOT RECORD Section 8.09 Time of Essence Time is expressly declared to be of the essence in this Agreement Section 8.10 Governing Law This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both pasties further agree that Orange County, Califomia, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. Section 8.11 Survival Teizns and conditions of this Agreement which by their sense and context survive the termination or expiration of this Agreement, shall so survive. Section 8.12 Conflict of Interest Lessee covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of this Agreement. Section 8.13 Attorney Fees Tn the event suit is brought by either party to enforce the terms and provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney fees. Section 8.14 Exclusivity and Amendment This Agreement constitutes the entire agreement and understanding between Agency and Lessee respecting the Property and correctly sets forth the obligations of Agency and Lessee to each other as of such date. Any agreements or representations respecting the Property or their licensing between the parties not expressly set forth in this instrument are null and void. This Agreement or any part of it may not be changed, altered, modified, limited or extended orally or by any Agreement between the parties, unless such Agreement is expressed in writing, signed and acknowledged by Agency and Lessee, or their successors in interest. Section 8.15 Captions Captions used in this Agreement are for ease of reference only and shall not affect the construction or interpretation of this Agreement. 10 DO NOT RECORD Section 8.16 Non-Discrimination Lessee shall not discrinunate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national ox-igin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Lessee affiizns that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. BALANCE OF PAGE INTENTIONALLYLEFT BLAND SIGNATURES ON NEXT PAGE 11 DO NOT RECORD IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and tIuough their authorized officers the day, month and year first written above. ATTEST: COMMUNITY REDEVELOPMENT AGENCY -CITY OF SANTA ANA Maria D. Huizar Secretary APPROVED AS TO FORM: Agency Legal Counsel ?_ ?. ???_ By: Lisa E. Storclc Assistant Counsel ? cP L_? ?(?Cynthia J. N on Executive D ctor LESSEE: Fiesta 1V? rlcetp ce Partners, Ltd. By: C Title: C-o,.P .?. ? y?....r,,,.? Fie a Marketpl ce Partners Number Two, Ltd. By: Title:_ ?? .-Q -e. , 1 ?.?.f-.mar,/ 12 Client#c 39436 2ALl AFAI ??? ?4COa?®n. CERTI?IC??TE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) o7/os/zo12 THIS CERTi FICATE t3 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATNELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES E3ELOW. THi3 CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER- IMPORTANT_ If the certificate holder is an ADDITIONAL INSURED, fhe pD)Icy(les) must be endorsed. if SUBROGATION IS WAIVED, subJect to the terms and conditions of the policy, certain policies may require an endorsement. A statement oa this ceNiffcate does not confer rights to the certll-icata holder In Ifeu of such ondorsemen! s). PRODUCER NONTACT KIT LO BZ AAMM EE Willis Insurance Services of Cellf. Inc. 5-1225 o eXI • 949-930-1773 Arc No : 949_88 a? LIG#0371719 _ 1 ss: kimberly.lopez Illis.com 18101 Von Kerman Ave. 6tlt Floor /NSVRER S AFFORDING COVERAGE NAICA Irvine, CA 92612 T l C P C f A i 36 1 raVa erB TOp AS o o mer c INSV RERA• 16 rNSUtzeD ____ INSURERS: Fireman's Fund Ins- Company --- 21873 - Fiesta Marketplace Partners maDRERC:Preferred- Employers Ins. Co. - - 1090 0 Fiesta Marketplace 1 & 11 _ _? _ INSVRERDi P O Box 10728 ______ INSV RER E- Costa Mesa, CA 92627 INSV RER p' COVERAGES CERTIFICATE NUMBERe REVIRirlN?N11MRE R: THIS IS 70 CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN iSSUGD YO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDiNQ ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH 7HlS CERTIFICATE !ANY 8E ]SSUEO OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBEb HEREIN !S SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED SY PAID CLAIMS. _ ptI LT TYPE OF INSURANCE ADSDL UB ___pOLIGY NV/d6ER MM/ ID MM/ D L4111T5 _ ____ A GENERAL LIABILITY X __ 6306770P193 3!01/2012 03101/201 _ ___ FACH OCCURRENCE _ $1 OOD ODO ?- J_?L. X COMMERCIAL. GENERAL LIABILITY R?7?F? ENTEO g1 OO OOO CLAlAfS-MADE ? OCCUR fdEO EXp (An one ereon) $5.000 - PERSONAL & ADV INJURY 51 00 1000 _ GENERAL AGGREO A TE _ $2,DOO OOO OENL AGGREGATE UMIT APPLIES PER _ _ PRODUCTS-COMP/OP A00 52.000 OOO X POLICY PRO- ? LOC _ _ $ -- A AVT OMOBILE LIABILITY 8106770P193 3/01!2012 03/D1l201 ??? $1,000,000 X ANY AVTO BODILY INJUfiY (Per peraen) S ALL OWNED AUTOS SCHEDVLED ALTOS BODILY INJURY (Per eccl6enq 5 X HIRED AUTOa X A?[OSWNED PROPER ADAr.1AG $ _ 5 $ UetBRELLA LIAe J( OCCUR 33E57708885 3/01/2012 03/01/2!)1 FACW OCCVRRENCE 525,000,000 )( EXCESS LIAB CWMS-MADE AGGREGATE $25 OOD OOO DED X RETEN KJN O S G. WO AND RKERS COMPENSATION EMPLOYERS' LIABILITY __ WKN1409161 7!16/2012 07/1 G/2013 X WC 9TAT l/- -f -OTH- Z4L2Y-LIIe ITS J- lit3--- __ _ ?- ANk'PROPRIETOFVPARTNERIEXECUTIVE /N OF IC EMBER EXG VDEEDT N/A E.L. FJICH ACCIDENT S1,000,ODO I N (Mandatery In NH) E1_ DISEASE - EA EMPLOYEE 1 OOO OOO Ify ea. dosc+ibe under OESC I T NOFO ERA710N3lwlocv E.I.OISEASE-POLICY LIMIT $1 DOOODD DESCRIPTION OF OPERATIONS/ LOCATIONS / YEHICLES IAlteth AGGRO t0 t, Addlllonal Romarks SchodVlo, I/ more epaco Is rogVirad) City of Santa Ana is named addit[onel insured with respect to general tlability per policy form CG D2 47 OS ?11?• Ds attached. ApY???Ep AS .xq '!"Cl Y` FtCK f t_?SA { Csy Attorney (:CH I IFII:A l t HCILUCR t:ANG CLLR fIVN City of Santa Ana THEU EXP RATOIONH DATE V THEREOF, E NOTICEI WILL CBE DELNEREDOIN 20 Civic Center Plaza ACCORDANCE WITH THE POLICY PROVIBIONS. Santa Ana, CA 92701 AUTHORIZED REPIR-ES'ENTATIVE yY?? ?/ ?" brV??.2d"!V Q^V1ni4J © 1986-2010 ACORD CORPORATION. Alt rights reserved. ACORD 25 (2010105 1 pf 1 Tha ACORD name and logo era registered marks of ACORD #5952543/M 52537 2KLOP COMMERCIAL GENERAL LIABILITY POLICY NUMBER:Y-S30-6770PZ93-TIL-12 ISSUE DATE: 03-21-12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED (CONTRACTORS) This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART NAME OF PERSON(S) OR ORGANIZATION(S): CITY OS SANTA ANA, ITS OFFSCER9, AQENTS, BMPLOXSSS AND VOLUNTEERS 20 CIVSC CNTSRPLAZA BANTA ANA, CA 92701 SCHEDULE PROJECT/LOCATION OF COVERED OPERATIONS: COI•IIdON AREA KNOWN AS 3PUROSON STRSST PR024ENADS - BBTWEBN 3RD 6TR8ET AND 4T1.-[ STRBET SANTA ANA, CA 92701 2. rvisory, inspection, architectural or tion- 1. WHO IS AN INSURED - (Section 11) Is amended b) The insurance provided to the additional to include the person or organization shown in the sured does not apply to "bodily injury", "prop- Schedule above, but: erty damage" or "personal injury" arising out a) Only with respect to liability for "bodily injury", of the rendering of, or failure to render, any "property damage" or "personas injury"; and professional architectural, engineering or sor- veying services, including: b) if, and only to the extant that, the Injury or damage is caused by acts or omissions of 1. The preparing, approving, or failing to you or your subcontractor in the pertormance prepare or approve, maps, shop draw- of "your work" on or for the project, or at the ings, opinions, reports, surveys, field or- locatlon, shown in the Schedule. The person ders or change orders, or the preparing, or organization does not qualify as an atldl- approving, or failing to prepare or op- tional Insured with respect to the independent prove, drawings and specifications; and acts or omissions of such person or organiza- engineering activities. The insurance provided to the additional insured c) The insurance provided to the additional in- bythis endorsement is limited as follows: sured does not apply to "bodily injury" or a) In the event that the Limits of Insurance of "property damage" caused by "your work" this Coverage Pert shown in the Declarations and Included in the "products-completed op- exceed the Ilmitaa of Iiabilily required by a erations hazard" unless a "written contract "written contract requiring Insurance" for that requiring Insurance" specifically requires you additional insured, the Insurance provided to to provide such coverage for that additional the additional insured shall be limited to the Insured, and then the insurance provided to limits of fiabilily required by that "written con- the additional insured applies only to such " " " tract requiring Insurance". This endorsement bodily injury or property damage" that oc- shals not increase the limits of insurance de- curs before the end of the period of time for scribed In Section 111 - Limits Of insurance. which the "written contract requiring insur- ance" requires you to provide such coverage CG D2 47 08 05 ®2005 Th St P l T so rc)TN. l C i i f 2 Q . e au ra ve ers ompan es. g o nc. AFPRO?j •y?vorK A E Attorney istant City Ass COMMERCIAL GENERAL LIABILITY 3. 4. or the end of the policy period, whichever Is earlier. The Insurance provided to the additional Insured by this endorsement Is excess over any valid and collectible "other insurance", whether primary, excess, contingent or on any other basis, that Is avai[able to the addltlonal Insured for a loss we cover under this endorsement. However, if a 'tivr'itten contract requiring insurance" for fhat ad- ditional Insured specifically requires that this in- surance apply on a primary basis or a primary and non-contributory basis, this Insurance Is pri- mary to "other insurance" available to the addl- tionat Insured which covers that person or organl- zatlon as a named insured for such loss, and we will not share with that "other insurance". But the insurance provided to the additional insured by this endorsement still is excess over any valid and collectible ^other Insurance", whether pri- mary, excess, contingent or on any other basis, that is available to the additional insured when that person or organization Is an additional in- sured under such "other insurance". As a condition of coverage provided to the additional insured by this endorsement: a) The addltlonal insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, such notice should Include: f. Hove, when and where the °occurrence" or offense look place; fl. The names and addresses of any Injured persons and witnesses; and Ili. The nature and Location of any injury or damage arising out of the ^occurrence" or offense. b) If a claim is made or "suit" Is brought against the addltlonal Insured, the additional insured must: Page 2 of 2 I. Immediately record the specifics of the claim or "suit° and the data received; and il. Notify us as soon as practicable. The additional Insured must see to it that we receive written notice of the claim or "suit" as soon as pract[cable. c) The additional insured must immediately send us copies of all legal papers received in connection with the claim or "soft", cooperate with us in the Investlgatlon or settlement of the ciaim or defense against the "suit", and otherwise comply with all policy conditions. d) Tho additional insured must tender fhe de- _ fense and Indemnity of any_clalm or "cult" to any provider of "other insurance" which would cover the additional Insured for a loss we cover under this endorsement. However, this condition does not affect whether the Insur- ance provided fo the additional insured by this endorsement is primary to "other Insur- ance" available to the additional insured which covers that parson or organization as a named Insured as described in paragraph 3. above. 6. The following definition is added to SECTION V. - DEFINITIONS: "Written contract requiring Insurance" means that part of any written contract or agreement under which you are required to include a person or organization as an additional in- sured on this Coverage Part, provided that the "bodily In)ury^ and "properly damage" oc- curs and the "personal injury" is caused by an offense committed: a. After the signing and execution of the contract or agreement by you; b. While that part of the contract or agreement is In effect; and c. Before the end of the policy period PTO FOR?- AYYp` V'?17? A? pRGK ASS s aril C\ty J'?{larr'ev ® 2005 The St. Paul Travelers Companies, Ina CG D2 47 O$ q5 ?/? COMMERCIAL GENERAL LIABILITY POLICY NUMBER:Y-630-6770P193-TSL-12 ISSUE BATE:03-21-12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSUF2ED (CONTRACTORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART NAME OF PERSON(S) OR ORGANIZATION(S): THE CITY OF SANTA ANA 20 CIVIC CENTER PLAZA SANTA ANA, CA 92701 Schedule above, but: arty damage" or "personal injury" arising out SCHEDULE PROJECTlLOCATION OF COVERED OPERATIONS: LOC 6/6y 201, 220 & 305 E POURTH ST & 301-307 N SPUROSON ST SANTA ANA, CA 93701 LOC 7/7s 200-210 EAST 4TH STy 316-320 E 4TH ST SANTA ANA, CA 92701 9. WHO IS AN INSURED - (Section IE) Is amended - b) The insurance provided to the additional to include the person or organization shown in the sured dons not apply to "bodily Injury", "prop- a) Oniy with respect to liabiliiy for "bodily Injury", of the rendering of, or faliure to render, any "property damage" or "personal injury"- and professional architectural, engineering or sur- b) If, and only to the extent that, the Injury or veying services, Including: damage is caused by acis or omissions of f. The preparing, approving, or failing to you or your subcontractor in the performance prepare or approve, maps, shop draw- of "your work" on or for the project, or at the Ings, opinions, reports, surveys, field or- location, shown In the Schedule. The person ders or change orders, or the preparing, or organization does not qualify as an addl- approving, or failing to prepare or ap- tfonal Insured with respect to the Independent prove, drawings and specifications; and acts or omissions of such person or organiza- If. Supervisory, inspection, architectural or Lion. engineering activities. 2. The Insurance provided to the additional Insured c) The Insurance provided to the additional in- by this endorsement Is limited as follows: sured does not apply to "bodily Injury" or a) in the event that the Limits of Insurance of "property damage" caused by "your work" this Coverage Part shown in the Declarations and Included In the "products-completed op- exceed the limits of liability required by a erations hazard" unless a "written contract "written contract requiring insurance" for that requiring insurance" specifically requires you additional Insured, the insurance provided to to provide such coverage for that additional the additional insured shall be limited to the insured, and then the Insurance provided to limits of liability required by that "written con- the additional insured applies only to such " tract requiring insurance". This endorsement bodily injury" or "property damage" that oc- shall not Increase the limits of insurance de- curs before the end of the period of time for _?A scribed In Section III - Limits Of Insurance. which the "written contract requiring Insur-l0 once" requires you to provide such coyeyQe 9 p. ?V4 `e/° SCO?C' IC?e?I O CG D2 47 08 05 02>2005 The St. Paul Trav f elers Companies, Inc. ` ?• 7• ?« ? COMMERCIAL GENERAL LIABILITY 3. 4. or the end of fhe policy period, whichever is earlier. The Insurance provided to the additlonai insured by this endorsement is excess over any valid and collectible "other insurance", whether primary, excess, contingent or on any other basis, that is available to the additional Insured for a loss we cover under this endorsement. However, If a "wriifen contract requiring insurance" for that ad- ditional Insured speciflcaHy requires that this Fn- suranoe apply on a primary basis or a primary and non-contributory basis, lh(s insurance is pri- mary to "other insurance" available to the addi- tional insured which covers that person or organi- zation as a named insured for such loss, and we will not share with that "other insurance". But the insurance provided Eo the additional insured by this endorsement still is excess over any valid and collectible "other Insurance", whether pri- mary, excess, contingent or on any other basis, that Is available to the additional Insured when that parson or organization is en additional in- sured under such "other insurance". As a condition of coverage provided to the additional insured by this endorsement: a) The additional insured must give us written notice as soon as practicable of an "occur- rence" or an offense which may result in a claim. To the extent possible, such notice shculd Include: i. How, when and where the "occurrence" or offense took place; ii. The names and addresses of any Injured persons and witnesses; and Ili. The nature and location of any Injury or damage arising out of the "occunrence" or offense. b) if a claim is made or "suit" is brought against the additional Insured, fhe additlonat insured musf: Page 2 of 2 1, tmmediate[y record the specifics of the claim or "suit" and the dale received; and ii. Notify us as soon as practicable. The additional Insured must see to It that we rece[ve written nof[ce of the claim or "suH" as soon as practicable. c) The addit[onal insured musf immediately send us copies of all legal papers received in connection with the claim or "suit", cooperate with us in Fhe investigation or settlement of the claim or defense against the "suit", and otherwise comply with ail policy conditions. d) The additional insur®d must tender the de- fense and indernnliy of any claim or "suit" to . any provider of "other insurance" which would cover the additional insured for a toss we cover under this endorsement. However, this condition does not affect whether the insur- ance provided to fhe additional Insured by this endorsement Is primary to "other insur- ance" available to the additional insured which covers that person or organization as a named Insured as described in paragraph 3. above. 5. The following definition la added to SECTION V. -DEFINITIONS: °Written contracf requiring insurance" means that part of any written contract or agreement under which you ere required to include a person or organization as an additional In- sured on this Coverage Part, provided That the "bodliy Injury" and "properly damage" oo- curs and the "personal Injury" is caused by an offense committed: a. After the signing and execution of the contract ar agreement by you; b. While that part of the contract or agreement is In effect; and c. Before the end of the policy period. A4YRUV ?? tJRGK ? ?P ?' ST p,?toroeY ® 2005 The St. Paul Travelers Companies, Inc. ? O'O??bB 05 Ass?s'?aR COMMERCIAL GENERAL LIABILITY POLICY NUMBER:Y-630-6770P193-TIL-12 ISSUE DATE: 03-23-12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. (CONTRACTORS) ADDITIONAL INSURED This endorsement modifies Insurance provided under the following: _ COMMERCIAL GENERAL LIABILITY COVERAGE PART NAME OF PERSON(S) OR ORGANIZATION(S): TH$ CITY OF SANTA ANA, 2TS OFFSCSRS, AOSNTB, SMPLOYLES AND VOLUNTEERS SCHEDULE PROJECT/LOCATION OF COVERED OPERATIONS: FSESTA t4ARKETPLACS 8HOPPINtl CENTER 201 E. 4TH STREET, 305 8. 4TH BTRSET 220 E. 4TH STREET, 301-307 SPUROEON, 2Q0-210 S. 4TH BTRSET 313, 316, 318 & 320 E. 4TH STREET SANTA ANA, CA 92701 1. WHO IS AN INSURED - (Section Il) is amended b) The insurance provided to the additional to include the person or organization shown in the sured does not apply to "bodily Injury", "prop- Schedufe above, but: arty damage" or "personal Injury" arising out a) Ortly with respect to 1lab11ity for "bodily Injury", of iha rande"ring of, or failure to render, any "property damage" or "personal injury"; and professional architectural, engineering or sur- b) If, and only to the extent that, the injury or veying services, Including: damage is caused by acts or omissions of f. The preparing, approving, or failing to you or your subcontractor in Ilia performance prepare ar approve, maps, shop draw- of "your work" on or for the project, or at the Ings, opinions, reports, surveys, field or- location, shown In the Schedule. The person ders or change orders, or the preparing, or organization does not qualify as an addi- approving, or falling to prepare or ap- tional insured with respect to the independent prove, drawings and specifications; and acts or omissions of such person or organiza- It. Supervisory, inspection, architectural or lion. engineering activities. 2. The insurance provided to the additional insured c) The insurance provided to the additional in- by this endorsement is limited as follows: sured does not apply to "bodily Injury" or a) In the event that the Limits of insurance of "property damage" caused by "your work" this Coverage Part shown in the Declarations and Included In the "products-completed op- exceed the limits of liability required by a erations hazard" unless a "written contract "written contract requiring Insurance" for that requiring Insurance" specifically requires you additional insured, the Insurance provided to to provide such coverage for that additional the additional Insured shall be limited to the Insured, and then the Insurance provided to limits of liability required by that "written con- the additional Insured applies only to such tract requiring Insurance". This endorsement "bodily injury" or "property damage" that or- shall not Increase the limits of insurance de- curs before the end of the period of time for scribed in Section 111 - Limits Of Insurance. which the "written contract requiring Insur- ance" requires you to provide such coverage '?G ?®RNL r ,,,. ARpROV D CG D2 47 08 05 0 2005 The St. Paul Travelers Companies, Inc. K t"ti A t city Attorney gsststan / _?? COMMERCIAL GENERAL LIABILITY 3. 4. or the end of the policy period, whichever Is earlier. The insurance provided to the addltlonai insured by this endorsement Is excess over any valid and collectible "other lnsurence", whether primary, excess, contingent or on any other basis, that Is available to the additional insured for a loss we cover under th(s endorsement. However, if a "written contract requiring insurance" for that ad- ditional insured specifically requires that this in- surance apply on a primary basis or a primary and non-contributory basis, this insurance is pri- mary to "other Insurance" available to the addi- tional insured which covers that person or organi- zation as a named insured for such loss, and we wFll not share wiih that "other insurance". But the lnsurence provided to the additional insured by this endorsement still is excess over any valid and collectible "other insurance", whether pri- mary, excess, contingent or on any other basis, that Is available to the additional insured when that person or organization Is an additional in- sured under such "other Insurance". As a condition of coverage provided fo the additional insured by this endorsement: a) The additional insured must give us written notice as soon as practicable of an "occur- rence" or en offense which may result in e claim. To the extent possible, such notice should include: I. How, when and where the "occurrence" or offense took place; Ii. The names and addresses of any injured persons and witnesses; and iii. The nature and location of any Injury or damage arising out of the "occurrence" or offense. b) If a claim is made or "suit" is brought against the additional insured, the additlonal insured must: 1. Immediately record the specifics of the claim or "suit" and the date received; end if. Notify us as soon as pracilcable. The additional Insured must see fo It that wa receive written notice of the cialm or "suit" as soon as pracilcable. c) The addltlonai insured must immediately send us copies of all legal papers received in connection with the claim or "suit", cooperate with us In the Investigation or settlement of the claim or defense against the "suit", and otherwise comply with all policy conditions. d) The additional insured must tender the de- fense and Indemnity of any claim or `sutt" to any provider of "other insurance" which would cover the additlonal insured for a loss we cover under this endorsement. However, this condition does not affect wheiher the Insur- ance provided to the additional insured by this endorsement Is primary to "other insur- ance" available to the addltlonai insured which covers that person or organization as a Hamad Insured as described In paragraph 3. above. 5. The following definition is added to SECTION V. -DEFINITIONS: "Written contract requiring insurance" means that part of any written contract or agreement under which you are required to Include a person or organization as an additional in- sured on lhls Coverage Part, provided that the "bodily Injury" and "property damage" oc- curs and the "personal injury" is caused by an offense committed: a. After the sighing and execution of the contract or agreement by you; 6. While that part of the contract or agreement is in effect; and c. Before the end of the policy period. AS TC? FpRNi APPROVED -?- ______---? 9A E, gTORCtt Assistant City Attorney Page 2 of 2 0 2005 The St_ Paul Travelers Companies, Inc. CG d2 47 08 OS J I I I I FIFTH STREET i i t i i t + + + + + + + + + + { + # + # + ? t i t i + t i + + + + + + + ; i i + + { ; + a + r+ i i + + i i t } -r i i i T + ? + + # ; + { ?? • i i + + + Y ; +; + ; + + ; i i i + + t + t i i i + + + + + + + + + i + + + 1 + + # + i i + + + # + + t + + i + + i i A } + + + + i + t ' ; i i i i t ; + i + ; + + + + f + + + } # # + i t i + + + 1 i + { + ; + t + { t t + { + t t + t T t i i + i + + t i + + t t # + ; ; { + ; t ; ; + W r i # + + + t + + } + + } t } + W + { + { { + + t i i i' + ? + t r t r { + + f { z i t t + + t t ? t i t + + r + + + + i + + + i + + 4 + + + } ; i i O # # + + } + i + i + ; } + i # + + } t t + + t + F # i # + + + -a i i t + t + + + + } i } } LL? v1 } i? t + # + # + } # + + i i } + t + + i t i + i t + + i t } 1 ? + t ; i t ? ? + { + t + + + t + + i 4 r + # } t + # + + { + + t i i + + i i i + ? v? i T i ; # i t 4 + i + + + # + t i ; + + + t + # + ; + t i + + + ; } + } i + + + + } FOURTH STREET z v ?, z W OD e L i.. THIRD STREET + + + + + + + + + + + + + + + + } f + + + f + + + + + + + ? a , + + + + + + + + + + + + + + + + + + + + + + + + + + + r + } f } + + + + + + + + f + + i ? + f + + + + + + + + + + + + + 4 } + + + + + + + + + + + + + i + + + } + + + + + + + 4 i ? ? + i i + i f + + # + + + + + + + + + + + + + + + + + + + + + + # + i + + + + + + + + + i } f i- + + + + + + + + + + + + + + + i + + ? + + + + + + t + + + + + i } + + + + } + ? + + + + } + i i } + + + + + + + + + + + f + + + + + + + + + T i + + + i i + + + + i + + + + i + } + + + + + + Exhibit 1