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HomeMy WebLinkAboutFULLERTON AUXILIARY SERVICES CORPORATION, CALIFORNIA STATE UNIVERSITY AND TRUTH AND ALCHEMY, INC. - 2013N- 2014 -014 O; CDA (a) FEB 1 0 2014 Gaby SUBLEASE AGREEMENT )-G'Me )i This Sublease is made and entered into this first day of October 2013 by and between CSU FULLERTON AUXILIARY SERVICES CORPORATION, a California non - profit corporation ( "ASC ") and TRUTH AND ALCHEMY, INC ( "Tenant "). 1. ASC leases the GRAND CENTRAL BUILDING ( "Grand Central ") located in Santa Ana, California from the City of Santa Ana under a Lease Agreement dated June 19, 1995, as amended June 20, 1998, and April 5, 2004, December 5, 2011, collectively, ( "Master Lease Agreement "). 2. Under the terms and conditions of said Master Lease Agreement, ASC is permitted to sublet portions of Grand Central with the approval of the property owner, the City of Santa Ana. 3. This Sublease sets forth the terms of the parties' agreement. Therefore, the parties to this Sublease mutually agree to the following terms and conditions: TERMS AND CONDITIONS 1. PREMISES. The space subleased to Tenant at Grand Central is hereinafter referred to as the ( "Premises "). The Premises are situated at 125 N. Broadway, Suite C, in the City of Santa Ana and are more particularly described in Exhibit A attached hereto and incorporated herein. The Premises contain approximately two thousand eight hundred (2,800) square feet of floor area, as well as an outdoor dining area consisting of three hundred forty three (343) square feet on the public sidewalk adjacent to the Premises authorized through the Outdoor Dining License Agreement dated July 1999 between the City of Santa Ana and the Gypsy Den Cafe ( "License ") attached hereto and incorporated herein as Exhibit B. 2. USE. The Premises are subleased to Tenant for the purpose of conducting thereon the following use: Coffeehouse and Restaurant with scheduled entertainment and with the sale of beer and wine. Tenant shall not use the Premises for any other purpose without ASC's prior written consent. Tenant agrees to use such Premises under the name "The Gypsy Den Cafe." 3. TERM. The term of this Sublease ( "Term ") shall be for a period of five (5) years. The term shall commence on October 1, 2013 ( "Commencement Date "). This Agreement may be renewed at Tenant's option for one (1) additional term of one (1) year. 4. RENT AND UTILITIES. Tenant shall pay rent for the Premises at $5,000.00 per month (which includes utilities) for the term of this Sublease. 5. TAXES. During the Term, Tenant shall pay prior to delinquency, all taxes assessed against and levied upon its occupancy, the Sublease, or any of its fixtures, furnishings, equipment or other personal property contained in the Premises. 6. USES PROHIBITED. Tenant shall not use or permit the Premises or any part thereof, to be used for any purpose or purposes other than the express purpose or purposes for which the Premises are leased pursuant to Article 1 above or carry on its business other than under the trade name designated in Article 1. No use shall be made or permitted to be made of the Premises, nor acts done, which will violate any use restrictions or exclusive use provisions existing as of the date of this Sublease or that are subsequently placed upon the real property of which the Premises are a part, or which will increase the existing rate of insurance on the building in which the Premises are located, or cause a cancellation of any insurance policy covering said building or any part thereof. 7. ALTERATIONS AND FIXTURES. Tenant shall not make, or suffer to be made, any alterations to the Premises or change the appearance of the Premises without the prior written consent of the ASC. Any alterations to the Premises, except moveable furniture and trade fixtures, shall at the expiration or earlier termination of this Sublease belong to ASC or be promptly removed by Tenant at ASC's option. Any and all fixtures and appurtenances installed by Tenant shall conform with the requirements of all municipal, state, federal and governmental authorities including requirements pertaining to the health, welfare or safety of employees or the public. 8. MAINTENANCE AND REPAIR. Tenant shall at all times during the Term, and at its sole cost and expense, keep, maintain and repair the Premises and other improvements within the Premises in good and sanitary order, condition and repair. Based upon the terms and conditions of the License (Section 7), Tenant must maintain the public sidewalk, paving and fixtures that are subject to the License. A cash deposit or letter of credit from Tenant can be applied to make repairs to the sidewalk due to breach of the sidewalk maintenance covenant. 9. COMPLIANCE WITH LAWS. Tenant shall, at its sole cost and expense, comply with all the requirements of all municipal, state and federal authorities now in force or which may hereafter be in force, including, without limitation, the requirements of the Americans with Disabilities Act and all regulations issued there under, pertaining to the Premises, and shall faithfully observe all said municipal ordinances, state and federal statutes, or other governmental regulations now in force or which shall hereinafter be in force. Tenant's violation of law shall constitute a default under this Sublease. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether ASC is a party thereto or not, that Tenant has violated such order or statute in said use, shall be conclusive of that fact as between ASC and Tenant. 10. INSURANCE. A. Personal Property Insurance. Tenant, at its expense, shall maintain fire and extended coverage insurance, together with insurance against sprinkler and water damage, vandalism, theft and malicious mischief on its trade fixtures, equipment, personal property and inventory within the Premises from loss or damage to the extent of their replacement value. Tenant assumes all risks from theft or vandalism and agrees to keep Premises secured and provide appropriate alarm systems. B. Worker's Compensation. Tenant shall also carry Worker's Compensation Insurance as required by law. C. Tenant to Provide Liability Insurance. During the Term, Tenant shall, at its cost and expense, maintain general liability insurance against claims for bodily injury, death or property damage occurring in, upon or about the Premises with an insurance company that has a Best Rating of AM or better. Such insurance shall have combined single limits of not less than Two Million Dollars ($2,000,000.00) for bodily injury, death and property damage written on occurrence form. All such policies of insurance shall be issued in the name of Tenant and shall name ASC and the parties set forth below as additional insureds. Tenant shall provide ASC with a certificate of insurance evidencing such policy and limits. Such policy shall provide that not less than thirty (30) days written notice shall be given to ASC prior to the cancellation or modification of any such policy. CSU Fullerton Auxiliary Services Corporation, California State University, Fullerton, and the State of California are not liable for the payment or premiums or assessments on this policy. The Tenants' policies will be considered primary and ASC's policies in excess. This policy or policies of liability insurance shall provide an additional insured endorsement containing the following special endorsement: Truth and Alchemy shall indemnify, defend and hold harmless the State of California, the Trustees of the California State University, California State University Fullerton, CSU Fullerton Auxiliary Services Corporation, their officers, employees, representatives and volunteers from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation) of every nature arising out of or in connection with Truth and Alchemy's performance or its failure to comply with any of its obligations contained in this agreement, except where such loss or damage is caused by the sole negligence or willful misconduct of the CSU Fullerton Auxiliary Services Corporation. 11. WAIVER AND INDEMNIFICATION. Tenant, as a material part of the consideration to be rendered to ASC under this Sublease, hereby waives all claims against ASC and /or the State of California or any subdivision thereof for damage to equipment or other personal property, trade fixtures, leasehold improvements, goods, wares, inventory and merchandise, in, upon or about the Premises and for injuries to persons in or about the Premises, from any cause arising at any time (including but not limited to the police or the security system for Grand Central); and Tenant agrees indemnify, defend and hold ASC, the City of Santa Ana, and the State of California harmless from any loss, damage or injury to any person, equipment or property arising from the use of the Premises by Tenant or its invitees, or from Tenant's breach of this Sublease, including but not limited to Tenant's failure to keep the Premises in good condition and repair. 12. ABANDONMENT. Tenant shall not vacate or abandon the Premises at any time during the term of this Sublease; and if Tenant shall abandon, vacate or surrender the Premises or be dispossessed by process of law or otherwise, any personal property belonging to Tenant left on the Premises shall be deemed to be abandoned after thirty (30) days and shall disposed of by ASC at its discretion. 13. UTILITIES. Tenant shall pay before delinquency all charges for utilities or other services used by Tenant or anyone claiming under it. 14. ENTRY AND INSPECTION. Tenant shall permit ASC, the City of Santa Ana, and their respective agents to enter into and upon the Premises at all reasonable times for the purpose of inspecting the same or for the purpose of making repairs, alterations or additional to any other portion of Grand Central. 15. DAMAGE AND DESTRUCTION OF PREMISES. In the event of (a) partial or total destruction of the Premises or the building, containing same during the Term which requires repairs to either the Premises or building, or (b) the Premises or building being declared unsafe or unfit for occupancy or occupation, which declaration requires repairs to either the Premises or building, ASC intends to repair or restore the building of the Premises or to cancel the Sublease. Damage to the Premises shall not terminate this Sublease unless ASC provides notice to Tenant of its intent not to rebuild or restore the Premises. In the event of damage to the Premises or a governmental declaration requiring repairs be made, Tenant shall be entitled to a proportional to the extent to which the ASC determines that the damage or repairs shall interfere with the business carried on by Tenant in the Premises. 16. FORCE MAJEURE. Neither Tenant nor ASC shall be liable for the failure to perform their respective obligations under this Sublease when such failure is caused by fire, explosion, water, acts of God or inevitable accident, civil disorder or disturbances, strikes, vandalism, war, riot, weather, governmental rules or regulations, or like causes beyond the control of each party, nor for real or personal property destroyed or damaged due to such causes. 17. ASSIGNMENT AND SUBLEASE. Tenant shall not sublease the Premises or any part thereof, without first obtaining the prior written consent of ASC and the City of Santa Ana _Any attempt to sublease the Premises or to assign the Sublease without the written consent of ASC shall be a breach of the Sublease and shall be null and void. 18. DEFAULT. The occurrence of any one or more of the following events shall constitute a default and breach of this Sublease by Tenant. A. The failure by Tenant to make any payment of Rent, as and when due, where such failure shall continue for a period of three (3) days after receipt by Tenant of written notice from ASC of such failure, B. The failure by Tenant to observe or perform any of the non - monetary obligations of this Sublease where such failure shall continue for a period of ten (10) days after receipt by Tenant of written notice from ASC of such failure; provided, however, that if the nature of the condition is such that more than ten (10) days are reasonably required for Tenant's performance, then Tenant shall not be deemed to be in default if Tenant commences performance within such ten (10) day period and thereafter diligently pursues the same to completion. C. The making by Tenant of a general assignment for the benefit of creditors; the filing by or against Tenant of a petition to have Tenant adjudged a bankrupt, or a petition for reorganization or arrangement under any law relating to bankruptcy; the appointment of a trustee or a receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Sublease; or the attachment, execution or otherjudicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Sublease. 19. REMEDIES FOR DEFAULT. In the event of any default by Tenant after notice and opportunity to cure, as provided for in Section 18, ASC may at anytime thereafter, in its sole discretion, without limiting ASC in the exercise of any right or remedy now or hereafter available to ASC at law or in equity by reason of such default, do any of the following: A. Terminate Tenant's right to possession of the Premises by any lawful means, in which case this Sublease shall terminate and Tenant shall immediately surrender possession of the Premises to ASC. In such event ASC shall be entitled to recover from Tenant all damages incurred by ASC by reason of Tenant's default including, but not limited to, unpaid Rent, insurance and the cost of recovering possession of the Premises, and reasonable expenses of reletting. B. Pursue any other remedy now or hereafter available to ASC under the laws of the State of California. 20. TERMINATION WITHOUT CAUSE. The Sublease is subject to termination without cause by either party upon one- hundred and eighty (180) days written notice. 21. NOTICES. Wherever in this Sublease it shall be required or permitted that notice and demand be given or served by either party to this sublease or on the other, such notice or demand shall be given or served in writing and shall not be deemed to have been duly given or served unless in writing, and personally forwarded by registered or certified mail, postage prepaid, addressed as follows: To: ASC Frank A. Mumford Executive Director CSU Fullerton Auxiliary Services Corporation 2600 Nutwood Ave., Suite 210 Fullerton, CA 92831 -3106 To: Tenant Emily Meyer TRUTH AND ALCHEMY, INC. 125 N. Broadway, Suite D Santa Ana, CA 92701 22. INTERPRETATION. ASC and Tenant have both had the opportunity to review and revise this Sublease. As such, this Sublease shall be construed and interpreted as the joint work product of ASC and Tenant and /or their attorneys. The rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in any interpretation of this Sublease. This Sublease and all of its terms shall be construed equally as to ASC and Tenant. 23. HAZARDOUS MATERIALS. A. As used in this Sublease, the term Hazardous Material" means any flammable items, explosives, radioactive materials, hazardous or toxic substances, material or waste or related materials, including, without limitation, any substances defined as or included in the definition of "hazardous substances," "hazardous wastes," "infectious wastes," "hazardous materials," or "toxic substances" now or subsequently regulated under any federal, state or local laws or regulations including, without limitation, petroleum -based products, printing inks, acids, pesticides, asbestos, PBs and similar compounds, and including any different products and materials which are subsequently found to have adverse effects on the environment or the health and safety of persons and are outside the scope of a reasonable restaurant operation. B. Tenant shall not cause or permit any Hazardous Material to be generated, produced, brought upon, used, stored, treated or disposed of in or about the premises by Tenant, its agents, employees, contractors, affiliates, or invitees. Tenant shall protect, indemnify, defend and hold ASC harmless from all actions (including, without limitation, remedial or enforcement actions of any kind, and administrative orjudicial proceedings and orders orjudgments), costs, claims, damages (including punitive damages), expenses (including attorneys', consultants' and experts' fees, court costs), amounts paid in settlement, fines, forfeitures or other civil, administrative or criminal penalties, injunctive or other relief, liabilities or losses in any way arising or resulting from a breach of this prohibition by Tenant, its agents, employees, contractors, affiliates or invitees. Upon expiration or earlier termination of this Sublease, Tenant shall cause any Hazardous Materials arising out of the use or occupancy of the Premises by Tenant or its agents, affiliates, customers, employees, business associates or assigns to be removed from the Premises and properly transported for use, storage or disposal in accordance with all applicable laws, regulations and ordinances. 24. GENERAL PROVISIONS. A. Waiver. The waiver by ASC or Tenant of any term, covenant on condition in this Sublease shall not be deemed to be a waiver of any other term, covenant or condition or any subsequent waiver of the same or any other term, covenant or condition contained in this Sublease. The subsequent acceptance of Rent hereunder by ASC or any payment by ASC or Tenant shall not be deemed to be a waiver of any preceding default of any term, covenant or condition of this Sublease, other than the failure to pay the particular amount so received and accepted, regardless of the knowledge of any preceding default at the time of the receipt or acceptance. B. Headings. The headings and paragraph titles in this Sublease are not a part of this Sublease and shall have no effect upon the construction or interpretation of any part of this sublease. C. Time of the Essence. Time is of the essence of this Sublease and each and all of its provisions. D. Late Charges. If any installment of Rent or any sum due from Tenant shall not be paid by Tenant within ten (10) days after the end of each month that said amount is past due, then Tenant shall pay to ASC a late charge of five percent (5 %) of the amount past due. Acceptance of such late charge by ASC shall in no event constitute a waiver of Tenant's default with respect to such overdue amount, nor shall it prevent ASC from exercising any of the other rights and remedies granted under this Sublease. E. Prior and Future Agreements. This Sublease contains all of the agreements of ASC and Tenant with respect to any matter covered or mentioned in this Sublease and except as provided herein no prior agreements or understanding pertaining to any such matters shall be effective for any purpose. No provision of this Sublease may be amended or supplemented except by an agreement in writing signed by both ASC and Tenant or their respective successors in interest. F. Partial Invalidity. Any provision of this Sublease which shall be held by a court of competent jurisdiction to be invalid, void or illegal shall in no way affect, impair or invalidate any other provision or term of this Sublease, and such other provision or terms shall remain in full force and effect. G. Dispute Resolution. Except for suits by ASC seeking eviction or unpaid Rent, the parties agree to mediate their claims arising out of this Sublease before a third party mediator prior to initiating legal action. Any party that files suit without diligently attempting to meditate its claim shall be barred from collecting any attorneys' fees or costs. H. Choice of Law. This Sublease shall be governed by the laws of the State of California, and any action brought under this Sublease shall be filed in Orange County Superior Court. 1. Attorneys'Fees. In the event of any action or proceeding brought by one party against the other under this Sublease, provided it complied with subsection (G) the prevailing party shall be entitled to recover it reasonable attorneys' fees and costs in such action or proceeding from the other party, including all reasonable attorneys' fees and costs incurred in connection with any appeals or efforts to collect on anyjudgment, J. Counterparts. This Sublease may be executed in one or more separate counterparts, each of which, once are executed, shall be deemed to be an original. Such counterparts shall be and constitute one and the same instrument. 25. NON- DISCRIMINATION. Tenant herein covenants by and for itself, its heirs, executors, administrators and assigns and all persons claiming under or through it, and this Sublease is made and accepted upon and subject to the following conditions. That there shall be no discrimination against or segregation of any person or group of persons on account of race, gender, genetic information, sexual preference, gender expression, gender identity, medical condition, marital status, pregnancy, color, creed, national origin, ancestry, disability, handicap or status as a veteran, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the Premises herein Subleased, nor shall Tenant itself, or any person claiming under or through it, establish or permit such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subleases, subtenants or vendees in the Premises. IN WITNESS WHEREOF, the parties have duly executed this Sublease together with herein referred to Exhibits which are attached thereto, on the day and year first above written. CSU FULLERTON AUXILIARY SERVICES CORPORATION A California nonprofit corporation , By: :U94714 rGi Frank A. Mumford Executive Director TRUTF By: The City of Santa Ana is not a party to this Sublease Agreement; however, consent is granted to CSU Fullerton Auxiliary Services Corporation to enter into this Sublease Agreement. CITY OF SANTA AN By: David Cavazos City Manager Attest: I--- d4-ui F-' A Maria D. Huizar Clerk of the Council Approved: ow Sonia R. Carvalho City Attorney EXHIBIT A Premises Description Oxalld Centxal Axt Censor 1i{).UXBXA "All PROVERTX' DESCRrPTION L" 0 EXHIBIT B Outdoor Dining License Agreement OUTDOOR DINING LICENSE AGREEMENT This OUTDOOR DINING LICENSE AGREEMENT (hereinafter "License Y' ' y Agreement"), entered into this day of and between the t- 19b City of Santa Ana, a charter city and municipal corporation of the State of California (hereinafter "City "), and THE GYPSY DEN, INC. _ doing business as THE GYPSY DEN CAFE` , (hereinafter "Licensee "), is made with reference to the following: RECITALS WHEREAS, in accordance with Chapter 33 of the Santa Ana Municipal Code, ARTICLE VI, Section 33 -168 and Ordinance No. NS2350 , the City has authorized the use of public sidewalks for outdoor dining subject to certain conditions; and WHEREAS, City and Licensee desire to enter into a License Agreement for the operation of an outdoor dining area on the public sidewalk adjacent to real property located at_ 125 NORTH BROADWAY , which is hereinafter described, upon the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned patties as follows: 1. TERM AND PURPOSE OF LICENSE The City hereby grants to Licensee upon each of the covenants and conditions set forth herein for the period commencing on (hereinafter "Commence Date "), and ending on subject to annual renewal or cancellation as herein set forth, a license to operate an outdoor dining area consisting of 343 sq. ft. on the public sidewalk adjacent to certain real property located at 125 NORTH BROADWAY , in the City of Santa Ana, County of Orange, State of California, more particularly described in Exhibit "A" attached hereto and incorporated herein by reference (hereinafter referred to as "Premises "). 2. PREMISES AND USE (a) The Premises covered by this License Agreement shall be only such as are described in Paragraph 1 and Exhibit "A" hereto. Licensee shall not use any premises or property that is not Page 1 of 12 specifically described herein. The products Licensee shall dispense on the Premises are food and beverage products only. (b) Licensee shall at all times comply with the City's Outdoor Dining Ordinance Standards and Procedures on file with the City's Public Works Agency and as provided to the Licensee as part of this License Agreement, 3. LICENSE AND RENEWAL FEE Licensee shall pay to the City, a one time non- refundable application fee of $_100 .00 . Every year thereafter, the Licensee may renew the license subject to a license renewal fee for the use of the Premises as follows; year. _--$-2.50 per square foot which is computed to be $ 171.50 per Payments to the City shall be made payable to the order of the "City of Santa Ana" and delivered to the Transportation & Development Services Division. 4. EQUIPMENT (a) Licensee shall, at its sole cost and expense, furnish all required physical barriers or other design elements, consistent with the City's Outdoor Dining Standards and Procedures, around the Premises in such a manner to insure that use of the Premises will not cause a safety hazard to pedestrians. (b) All equipment and furnishings and the cost of their installation shall be provided at the sole expense of the Licensee. All such equipment which is affixed to the Premises, shall be used in the Premises, be deemed to be Licensee's personal property, and shall be removed immediately by Licensee at the termination of this License Agreement. (c) Licensee shall not modify the public sidewalk in any manner without prior approval of the Executive Director of the Public Works Agency (or his designee). (d) Concurrent with removal of Licensee's fixtures and equipment, Licensee, at its own expense, shall return the Premises to its original condition to the satisfaction of the Executive Director of the Public Works Agency (or his designee). Page 2 of 12 5. UTILITIES The Licensee shall pay all charges for fuel, gas, water, electricity, telephone services, and any other utilities necessary to carry on the operations of Licensee. Licensee may apply to the City's Building and Safety Division for a permit to run electricity to the outdoor dining area. Such permit would be for a lighting plan which abides by the requirements in the City's Outdoor Dining Standards and Procedures and pertinent City codes. 6. FOOD AND BEVERAGES (a) All food and beverages sold or kept for sale by Licensee shall conform to federal, state, county and municipal food laws, ordinances and regulations in all respects. (b) No adulterated, misbranded, or impure food or beverage shall be sold or kept for sale by Licensee, and all food or beverage shall be stored and handled with due regard for sanitation. Licensee shall not sell, give away, or serve any food or beverage in the outdoor dining area in any container made from styrofoam or any other material which, in the opinion of the City, will cause undue litter on or around the Premises. The sale of alcoholic beverages is allowed if in compliance with all applicable federal, state and City statutes, regulations, rules and ordinances. 7. SIDEWALK MAINTENANCE AND SIDEWALK MAINTENANCE DEPOSIT (a) Licensee at its own expense shall keep the Premises in a clean and sanitary condition and upon expiration of this License Agreement, or upon earlier termination of this License Agreement, shall return the Premises to the City in as good a condition as they now are. (b) Upon execution of the License Agreement, Licensee shall provide a sidewalk maintenance deposit in the form of a cash deposit or letter of credit, issued by a financial institution and in a form acceptable to the Public Works Agency and City Attorney's Office, in the amount of One Thousand ($1,000.00) per dining area. In the event of a cash deposit, said deposit shall be held by the City, without liability for interest, as security for the faithful performance by Licensee of terms, covenants and conditions of this Agreement pertaining to Licensee's maintenance of the public sidewalk, paving and fixtures. In the event of a letter of security , the following are standard items that should be included in the letter of credit. Additional items may be required by the City Treasurer or City Attorney upon review: Page 3 of 12 The name and mailing address of Licensee; 2, The dollar amount; 3. Reference to the outdoor dining license; 4. A statement for the automatic extension as follows: "This letter of credit shall be deemed automatically extended without amendment unless notice of expiration is provided 60 days prior to the expiration date. Such notice shall be in writing mailed to the Executive Director of the Public Works Agency, P.O Box 1988, M -21, 101 West Fourth Street, Santa Ana, California 92702 by personal service or registered mail." 5. A statement that the account cannot be closed or drawn upon by the Licensee without a written release from the Executive Director of the Public Works Agency for the City of Santa Ana; 6. A statement granting permission to the City of Santa Ana to draw upon the account in the event Licensee does not comply with the specifications of the outdoor dining license. During the term of this License Agreement, the City shall have the right, at its option, to appropriate and apply the entire sidewalk maintenance deposit or so much thereof as may be necessary to compensate the City for all repairs to the sidewalk due to breach of this covenant on the part of Licensee. Should the entire deposit or any portion thereof be appropriated and applied by the City hereunder, Licensee shall, upon written demand of the City, forthwith remit to the City sufficient amount to restore said outdoor dining area maintenance deposit to the original sum deposited. Licensee's failure to do so within five (5) days after receipt of such demand shall constitute a breach of this Agreement. The rights and remedies granted to City pursuant to this Paragraph are in addition to City's other remedies as provided in this License Agreement and by law. The deposit will be reftinded, and/or letter of credit released, upon termination of the License Agreement after an inspection of the condition of the sidewalk, paving and fixtures by the City's Public Works Agency. 8. GARBAGE AND RUBBISH Page 4 of 12 Licensee's management shall keep the Premises clear of litter, food scraps and soiled dishes and utensils. No boxes, barrels, supplies or rubbish in any form shall be kept, piled or stored in the Premises or surrounding areas unless approved in advance by City. As required by the City, Licensee shall provide standard garbage receptacles, shall place therein all garbage and refuse, and shall arrange with the City's Sanitation Division or other approved contractor for collection from an approved location at Licensee's expense. If disposable materials are used, the Licensee shall comply with all applicable City recycling programs. 9. ALTERATIONS AND REPAIRS Licensee accepts the Premises in the condition they now are, and City shall not be required to make any alterations, improvements or repairs therein or thereon. Licensee hereby waives any and all rights, if any it may have, to any expressed or implied warranties concerning the condition of Premises. Licensee shall not make any changes or remove any portion of the Premises without first securing the prior consent of the Executive Director of the Public Works Agency (or his designee). All such approved changes or removals shall be at the sole expense of Licensee. 10. SIGNS AWNINGS UMBRELLAS MUSIC AND MERCHANDISE Licensee shall be allowed to use awnings or free - standing umbrellas provided they meet the City's Outdoor Dining Standards and Procedures for placement and maintenance, No signs or advertising matter of any kind shall be displayed in the outdoor dining area, except as approved by the City's Planning Department. Unamplified musical instruments or sound reproduction systems are permitted in outdoor dining areas, but shall be maintained at sufficiently low volumes so as not to unduly intrude on neighboring businesses, residents, or users of the public right-of-way beyond the Premises. 11. CONDUCT License shall at all times condition its business or operate its business in a quiet and orderly manner to the satisfaction of the City so that same shall not become or constitute a nuisance either public or private. Page 5 of 12 12. EMPLOYEES AND MECHANICS' LIENS Licensee shall keep said Premises and every estate, right, title and interest therein, or in or to any part thereof, at all times during the term of this License Agreement, fi•ee and clear of any mechanics' license, and other liens, and liens for labor, services, supplies, equipment, or material incurred by it, and Licensee will at all times fully pay and discharge and wholly protect, defend and hold harmless the City on account of said liens, or claims, or assertions, or filing thereof. 13. INGRESS AND EGRESS The City reserves the right to enter upon the Premises covered by this License Agreement at any and all times during the term of this License Agreement. No merchandise may be stored or displayed in entrances or exits of restaurants. 14. TAXES The Licensee shall exonerate, indemnify, and hold harmless the City from and against, and shall defend the City from and against, and shall assume full responsibility for, payment of all wages or salaries and all federal, state, and local taxes or contributions imposed or required under the Unemployment Insurance, Social Security, Income Tax laws, Workers' Compensation laws, or other laws with respect to the Licensee's employees engaged in the performance of Licensee's obligations and operations hereunder, This Agreement may create a possessory interest in public property which is subject to taxation. In the event such interest is created, Licensee shall pay any and all taxes levied on such interest. Licensee shall pay any and all taxes upon personal property and improvements belonging to said Licensee and upon its possessory interests, if any, and Licensee shall pay all sales and other taxes levied against the operation of said business. 15. INSURANCE Prior to commencing occupancy of the Premises or commencing construction of any improvements on the Premises, Licensee shall procure and maintain at Licensee's own cost and expense for the duration of the License Agreement, the following insurance against claims for injuries Page 6 of 12 to persons or damages to property which may arise from or in connection with the condition of the Premises or the possession, occupancy, operation and use of the Premises by Licensee, Licensee's agents, representatives, employees, or subcontractors. (a) Minimum Limits of Insurance. License shall maintain limits of insurance coverage in the following minimum amounts: 1. Commercial General Liability: One million dollars ($1,000,000.00), combined single limit per occurrence for bodily injury and property damage. Such general liability policy shall expressly include coverage for fire -legal liability. 2. Workers' Compensation and Employers' Liability: Workers' Compensation limits as required by the Labor Code of the State of California and Employers' Liability limits of one million dollars ($1,000,000.00) per accident. 3. Personal Property Insurance: Property insurance shall be provided for all Licensee's contents, inventory, equipment, and for any improvements or betterments made by Licensee to the Premises. Licensee shall obtain and keep in force during the term of this License Agreement a policy or policies of insurance covering loss or damage to such equipment, improvements or betterments located in, on, or upon the Premises, in the amount of at least one hundred percent (100 %) of the full replacement value thereof, as the same may exist from time to time, against all perils included within the classification of fire, extended coverage endorsement, vandalism, and malicious mischief endorsement. The City shall bear no responsibility for any loss, damage, or destruction of Licensee's equipment, improvements or betterments, even if Licensee fails to procure and maintain the personal property insurance required hereunder. (b) Other Insurance Provisions. Insurance carriers providing coverages shall be "admitted carriers" as determined by the State of California. Licensee shall procure an endorsement for the comprehensive commercial general liability policy naming the City of Santa Ana, its elected and appointed boards, officers, agents Page 7 of 12 and employees as additional insureds, on a City - approved Special Endorsement form, attached hereto as Exhibit `B." City shall be provided at least thirty days written notice of any change in the terms of insurance. (c) Verification of Coverage. Licensee shall furnish the City with certificates of insurance required by this clause, and the City's duly executed Special Endorsement form. All verifications of coverage shall be in a form satisfactory to the City Attorney's Office of City. The certificates are to be signed by a person authorized by that insurer to bind coverage on its behalf. Evidence of personal property insurance shall expressly provide for coverage of the outdoor dining area. (d) Increase in Required Insurance Coverages. City may increase the dollar amount of coverage required under any of the polices described above, upon prior written notice to Licensee. 16. COMPLIANCE WITH LAWS AND ORDINANCES Licensee shall conduct its business in accordance with all the laws, ordinances, rules and regulations including the City's Outdoor Dining Standards and Procedures, applicable to such business as from time to time adopted by City, County, State and the United States. 17. PERMITS AND LICENSES The Licensee shall be required to obtain any and all permits or licenses that may be required from time to time in connection with the services to be performed under this License Agreement and the operation of an outdoor dining area for food and beverages. 18. PROHIBITION AGAINST TRANSFER Licensee shall not assign, sublease, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of laws or otherwise. Any attempt to do so shall be null and void, and any assignee, sublease, hypothecatee or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 19. WAIVERS Page 8 of 12 A waiver by the City of any breach of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 20. HOLDOVER Any holding over by Licensee after the expiration or any termination of this License Agreement or by any extension or renewal thereof shall not constitute a renewal or extension of the term hereof. 21. HOLD HARMLESS Licensee agrees to defend, indemnify and hold harmless the City of Santa Ana, members of its City Council, boards and commissions, officers, agents, volunteers and employees (hereinafter, collectively "the City "), from and against all loss, damage, cost, expense, liability, claims, demands, suits, attorneys' fees and judgments arising from or in any manner connected to Licensees' possession, occupancy or use of the Premises and /or arising from or in any manner connected to the condition of the Premises and Licensee" business, activities, operations, services or work conducted in, on or about the Premises. Licensee further agrees to indemnify, defend and hold harmless the City, from and against all loss, damage, costs, expense, liability, claims, demands, suits, attorneys' fees and judgments arising from or in any manner comrected to the furnishing or supplying of any work, services, materials, equipment or supplies by any persons, firms, corporations or other entities in connection with this License Agreement or Licensee's operations. Without limiting the generality of the foregoing, Licensee agrees that City shall not be liable for any injury to Licensee's business or any loss of income therefrom, or for damage to the goods, wares, merchandise, improvements or other property of Licensee, Licensee's officers, agents, employees, contractors, invitees, or customers, or any other person in, on or about the Premises, or personal injury or death of Licensee, its officers, agents, employees, contractors invitees, and customers. 22. INDEPENDENT CONTRACTOR Page 9 of 12 It is understood and agreed that Licensee, in the performance of this License Agreement, will be acting in a wholly independent capacity and not as agents, employees, partners, or joint ventures of the City. This Agreement does not create a tenancy of any nature whatsoever between the City and Licensee. 23. TERMINATION In the event Licensee hereto fails to, or refuses to, perform any of the provisions hereof at the time and in the manner required hereunder, Licensee shall be deemed in default in the performance of its obligations under this License Agreement. If such default is a monetary default which is not cured within a period of three (3) days after receipt of written notice of default from the City to Licensee, specifying the nature of such default and the steps necessary to cure such default, the City may terminate this License Agreement forthwith by giving to the defaulting party written notice thereof. If such default is a non - monetary default which is not cured within ten (10) days after written notice of default from City to Licensee, specifying the nature of such default and the steps necessary to cure such default, the Executive Director of the Public Works Agency (or his designee), may suspend, terminate, or revoke this License Agreement forthwith by giving to the defaulting party written notice thereof. The City shall have the option at any time, without cause, of terminating this License Agreement on thirty (30) days written notice. Licensee shall have the option of terminating this License Agreement on thirty (30) days written notice. Upon any termination, the Licensee shall pay to the City that portion of the compensation specified in paragraph 3 hereof unpaid by Licensee prior to the effective date of termination. 24. NOTICES All notices, demands, requests, or approvals to be given under this License Agreement, shall be given in writing and shall be deemed served when delivered personally, or seventy -two (72) hours Page 10 of 12 after the deposit thereof in the United States Mail, postage prepaid, registered, or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals from Licensee to the City shall be addressed to the Executive Director, Public Works Agency, P.O Box 1988, M -21, 101 West Fourth Street, Santa Ana, California 92702. Any party hereto may, from time to time by notice in writing served upon the other party as aforesaid, designate a different mailing address or a different person to whom all such notices or demands are thereafter to be addressed. 25. VALIDITY The validity of this License Agreement and any of its terms or provisions, as well as the rights and duties, shall be interpreted and construed pursuant to the laws of the State of California. Page I I of 12 IN WITNESS WHEREOF, the parties have caused this License Agreement to be executed the day and year first above written. APPROVED AS TO FORM: CITY OF SANTA ANA JOSEPH W. FLETCHER A Municipal Corporation CITY ATTORNEY ! By: c�'Y I V1� . By :. Cristine L. Shaw JAM G. ROSS Deputy City Attorney Executive Director Public Works Agency LICENSEE: Page 12 of 12 A, Roll -0960 JAN 10 2O'Z THIRD AMENDMENT TO LEASE AGREEMENT THIS THIRD AMENDMENT TO LEASE AGREEMENT, made and entered into this 5a, clay of December, 2011, by and between CSU Fullerton Auxiliary Services Corporation, formerly known as "California State University, Fullerton Foundation ", a California corporation (hereinafter "Tenant'), and the City of Santa Ana, a charter city and municipal corporation (hereinafter "Landlord "). RECITALS A. The Community Redevelopment Agency for the City of Santa Ana ( "Agency ") entered into a Lease Agreement with Tenant dated June 19, 1995, for Tenant to operate its Visual Arts Program, B. On April 5, 2004, the Agency assigned said Agreement to the City as Landlord. The parties desire to amend said Agreement to update the list of acceptable uses to reflect current technology and market conditions. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. Section 7 of the Agreement, "Use ", shall be amended to expand the list of acceptable uses to reflect current technology and market conditions, particularly in the arts. This can include, but is not limited to, eco- friendly sustainable uses, architecture, culinary arts, agriculture, and performing and visual arts. 2. All other terms and conditions included in said Agreement shall have the same force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment the date and year first above written. ATTEST: Mari I izarr Clerk of the Council APPROVED AS TO FORM: JOSEPH STRAKA Interim City Attorney By: Lisa Storck Assistant City Attorney LANDLORD - SANTA ANA qpau--(46 Interim City Manager TENANT CSU Fullerton Auxiliary Services Corporation Frank A. Mumford Executive Director Tax ID# 95- 2081258 SECOND LEASE AMENDMENT THIS LEASE AMENDMENT is made and entered into this day of 41y l , 2004, by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body, corporate and politic ( "Lessor "), and CALIFORNIA STATE UNIVERSITY, FULLERTON FOUNDATION, a California non -profit public benefit corporation ( "Lessee "), in reference to that certain LEASE AGREEMENT between the parties hereto dated June 19, 1995, as amended on or about July 20, 1998 (the "Lease "). RECITALS A. Landlord and Lessee entered into the Lease for the purpose of rehabilitating the Premises to be used as an arts facility for the Cal State Fullerton graduate arts program. B. Landlord and Lessee desire to amend the Lease to clarify the commencement date, and add twenty (20) years to the team of the Lease. C. Landlord desires to provide an additional subsidy to Lessee in return for its agreement to extend the Lease term. D. Landlord and Lessee desire and to add to the Lessee additional rights to request a termination of the Lease. E. Landlord desires to assign the fee simple interest in the Premises to the City of Santa Ana ( "City's, and Lessee consents to this assignment subject to the City's assumption of all the Landlord's obligations and compliance with all terms and conditions of this Lease. Now therefore, the Parties agree as follows: 1. Clarification of Commencement Date and Modification of Lease lorm. Section 4(a) of the Lease is hereby amended in its entirety to read as follows: "Commencement Date, The Commencement Date of this Lease shall be January 1, 1999." Section 4(b) of the Lease is hereby amended in its entirety to read as follows: "The initial term ( "Initial Term ") of this Lease shall be for thirty (30) years, commencing on the Commencement Date, and ending on the date thirty (30) years thereafter, unless sooner terminated as hereinafter provided." 2. Additional Overatins Subsid Paragraph 16(h) is added to the Lease to read as follows: (h) Additional Assistance in payment of Operating Losses. "Each calendar year beginning with 2003, Landlord shall pay Lessee the following additional operating subsidy: "2003 $80,000 "2004 $75,000 "2005 $70,000 "2006 $65,000 "2007 $60,000 "This additional subsidy shall be paid not later than December I of each year specified above, and shall be deposited by Lessee in the Special Account specified in paragraph 16(c), above. Notwithstanding the foregoing, the subsidy for 2003 will be paid to Lessee on or before May 1, 2004. "Landlord and Lessee further agree to meet and confer to discuss whether this provision should be further amended upon written request of Lessee made on the grounds that support given to Lessee by the Trustees of the California State University, or the administration of California State University at Fullerton, has materially diminished or been eliminated; or the Lessee's costs associated with the Premises have materially increased." 3. Eaz y Termination of the T ease Section 4(d)(ii) of the Lease is hereby amended to add the following to the end of this paragraph: "Commencing in Year 16 (i.e., on January 1, 2015) through Year 30 (4e„ January 1, 2029) Lessee may request that the Landlord's executive body (i.e., the Agency Board or City Council if the Lease has been assigned pursuant to paragraph 4 below) terminate this lease upon one year's notice due to economic hardship or other unforeseen circumstances, wbich request shall not be unreasonably denied." 4. Consent To Assignment to Cit v of Santa Ana. Landlord and Lessee agree that the Landlord may assign this Lease to the City of Santa Ana ( "City ") as part of the City's acquisition of the Premises without any further approval by Lessee; provided, however, that the City shall assume all of Landlord's obligations and comply with all terms and conditions of this Lease. Landlord agrees that upon such assignment to the City, a copy of the assignment will be provided to the Lessee. 5. Effect of Amendment. Except as necessary to implement the intent of this Lease Amendment, this Lease shall remain in full force and effect. IN WITNESS WHEREOF, LESSOR and LESSEE have executed this Lease Amendment the day and year first above written. COMMUNITY REDEVELOPMENT AGENCA OF THE CITY OF SANTA ANA Patricia E. Healy Secretary BY - Jo Reekstin E ecutive Director APP W. AS O FORM: 7 h W. etch cy Legal Council CALIFORNIA STATE UNIVERSITY, FULLERTON FOUNDATION, a California non -profit public bencfi, t corporation By: William M. Dickerson Executive Director r , k Ameock. LEASE AMENDMENT THIS LEASE AMENDMENT is made and entered into this 20th day of July, 1998, by and between the COMMUNITY REDEVELOPMENTAGENCY OF THE CITY OF SAN.i A ANA, 9 public body, corporate and politic, (" LESSOR ") and CALIFORNIA STATE UNIVERSITY, FULLERTON FOUNDATION, a Cali fornia non-profit public benefit corporation ("LESSEE"), in reference to that certain LEASE AGREEMENT between the parties hereto dated June 19, 1995 (the "Lease "). RECITALS A. Landlord and Lessee entered into the Lease for the purpose of rehabilitatingthe Premises to be used as a arts facility for the Cal State Fullerton graduate arts program. )3. The Lease contemplated that it would commence upon completion of the rehabilitation of the building, under the assumption that such work would be completed prior to July 1997. Due to factors beyond the controls of both parties, the rehabilitation has not been completed as anticipated resulting in the inability of the Lessee to deliver possession as called for in the Lease. C. Under the Lease, Lessee's only remedy for delay in completion of the rehabilitation or commencement of the Lease is termination. Lessee desires to waive that remedy and revise the commencement date to conform to the current factual situation. Now therefore, the Parties agree as follows: Commencement Date Section 4(a) of the Lease is hereby amended in its entirety to read as follows: "4. Term (a) Commencement Date, This Lease shall commence upon issuance of the Certificateof Occupancy for the Premises as improved, or upon the issuance of any Partial Certificate of Occupancy thin may be issued for any portion of the Premises by which Lessee is allowed under applicable building codes to occupy any portion of the Premises. In the event that Landlord has not completed the improvement of the Premises by January 1, 1999 (or such later date as may be established for the completion of construction pursuant to section 3 of this Agreement), Tenant may, at its sole option, terminate this Agreement, but Landlord shall not be liable to Tenant for damages for failure to complete the improvements of the Premises by such date." i B. Effect of Amendment Except as necessary to implement the intent of this Lease Amendment, this Lease shall remain in full force and effect. By approving this Lease Amendment, Landlord and Lessee agree and ratify that the Lease shall not have commenced on July 1, 1997, and shall not commence until as provided for in this Lease Amendment, IN WITNESS WHEREOF, LESSOR and LESSEE have executed this Lease Amendment the day and year first above written. ATTEST: Cynthia J. Ne son Executive Director ASTOFORM: Legal Council CALIFORNIA STATE UNIVERSITY, FULLERT'ON FOUNDATION, a California non -profit public benefit corporation By: LEASE AGREEMENT 1. PARTIES. REL: 9/27195 This Lease is made and entered into this day of 19 45 by and between the COMMUNITY REDEVELOP- MENT AGENCY OF THE CITY OF SANTA ANA, a public body, corporate and politic, (hereinafter referred to as "Landlord ") and CALIFORNIA STATE UNIVERSITY, FULLERTON FOUNDATION, a California nonprofit public benefit corporation (hereinafter referred to as "Tenant "). 2. PREMISES (a) Generally. Subject to paragraph (c) below, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, on the terms and conditions hereinafter set forth, that certain real property and the building and other improvements located thereon situated in the City of Santa Ana, County of Orange, State of California, commonly known as the "Grand Central Building" and located at 200 West Second Street, Santa Ana, California, and described in Exhibit A, attached hereto and incorporated herein (said real property is hereinafter called the "Premises "). Subject to paragraph (c) below, the Premises shall be delivered to the Tenant free and clear of all leases, tenants, or other encumbrances which would interfere with Tenants possession of the Premises. (b) Parking facilities. It is understood and agreed that the Premises do not include any on -site off- street parking facilities. However, this Agreement is conditional upon the execution by the City of Santa Ana of an agreement with the Tenant, or with California State University, Fullerton, for the continuous reservation of thirty (30) parking spaces in the City -owned parking structure on the north side of Third Street, between Broadway and Main Street, for parking Tenant's subtenants in the Premises during the entire term of the lease and any extensions thereof. (c) Temporary exclusion of Deli Lease Area. That portion, if any, of the real property described in subsection (a) of this section which is leased to "Grand Central Deli" shall become part of the Premises only at such time as the current lease expires or is otherwise terminated. Such lease is hereinafter referred to as the "Deli Lease" and the area subject to such lease is referred to hereinafter as the "Deli Lease Area." The rights and responsibilities of the parties to this Agreement with regard to the Deli Lease Area are further stated in Section 5 hereinbelow. 3. ACQUISITION AND IMPROVEMENT OF THE PREMISES. (a) Acquisition. This Agreement is conditional upon the acquisition of title to the Premises by Landlord, at Landlord's sole expense. Landlord's acquisition of possession of the Premises pursuant to an order of possession issued pursuant to section 1255.410 of the California Code of Civil Procedure shall be deemed the equivalent of acquisi- tion of title to the Premises by Landlord. In the event Landlord has not acquired title to the Premises within 12 months after the date of this Agreement, Tenant may terminate this Agreement by service of written notice of termination on Landlord. Landlord shall have full discretion to determine the terms and conditions upon which it will acquire title to the Premises. Landlord shall provide Tenant with reasonable notice of any restrictions on Landlord's title to the Premises. Landlord shall have no liability to Tenant for failure to acquire the Premises. (b) Improvement of the Premises. Landlord shall, at Landlord's sole expense, improve the Premises and deliver the same to the reasonable satisfaction of Tenant to Tenant in such condition as to enable Tenant to operate the program specified in Section 7 of this Agreement and in accordance with the procedures set forth in paragraphs 3(c) through 3(h) of this Agreement. In the event Landlord does not commence and complete the improvement of the Premises in accordance with paragraphs 3(c) through (h) of this Agreement, Tenant may terminate this Agreement by service of written notice of termination on Landlord. Landlord shall have no'liability to Tenant for failure to proceed with the improvement of the Premises in accordance with paragraphs 3(c) through 3(h) of this Agreement. Landlord's improvement of the Premises shall be in substantial accordance with the work items listed in the report attached hereto as Exhibit B, incorporated herein by reference, except as otherwise mutually agreed upon in writing by the parties through their representatives specified in section 20 of this Agreement. It is understood that the cost figures given for each such work item are an estimate and not a maximum cost for that item. However, Landlord's financial obligation with regard to the total improvement of the Premises shall not exceed $2,500,000. (c) Preliminary plans and specifications. Landlord, in direct and frequent consultation with Tenant, shall cause preliminary plans and specifications for the construc- tion to be prepared, at Landlord's expense, within 180 days of the date of this Agreement and shall promptly deliver them to Tenant. Tenant shall approve or disapprove the preliminary plans and specifications within 60 days after their delivery to Tenant by Landlord. On approval of the preliminary plans and specifica- tions, each party to this Agreement shall sign them, and they shall, as of the date of signing, be deemed incorporated in and made a material part of this Agreement. (d) Final plans and specifications. Within 180 days after (i) the date that Landlord acquires title to the Premises or (ii) the date that both parties approve and sign the preliminary plans and specifications, whichever date last occurs, Landlord shall cause final plans and specifications, including working drawings, (the "Final Plans ") to be prepared, at Landlord's sole expense, shall obtain approval of the Final Plans from the City of Santa Ana ( "City ") and any other governmental agencies as necessary, and shall obtain the issuance of a building permit or permits for the construction from the City based upon the Final Plans. The Final Plans' shall be based on the preliminary plans and specifications approved by the parties, except for such variations therefrom as are mutually agreeable to the parties. (e) Commencement and completion of construction. Landlord shall cause construction of the improvements to be commenced by a general contractor (the "Contractor ") licensed to do business in California and selected by Landlord within 60 days of the date of issuance by the City of a building permit for such construction. The Contractor shall be required by its contract with Landlord to construct the improvements in accordance with the Final Plans and to complete construction not later than 300 days after the award of the construction contract to the Contractor, subject only to the delays permitted by paragraph (f) of this section. (f) Permitted delays. The construction period provided for in paragraph (e) above may, at the sole option of Landlord, be extended by a number of days equal to the number of days during which construction is delayed by any of the following: (i) Material shortages, labor shortages, strikes, lockouts, boycotts, other labor disruptions, gov- ernmental actions, war, riot, insurrections, rebel- lions, acts of God, fire, flood, storm, earthquake, or any and all causes beyond the reasonable control of Landlord; or (ii.) Any major change in the Final Plans. 3 (g) Tenant inspection. Tenant shall retain the right to inspect the construction activity at any time. Such right of inspection shall not be construed to be a responsibility to inspect. Responsibility for inspection and compliance with all codes and ordinances shall remain with the Landlord. Should Tenant decide to undertake such inspection, it will be done at Tenant's sole expense. Landlord shall inform Tenant on a regular basis regarding construction progress and shall meet with Tenant as necessary to address and resolve any concerns on the part of either party. When construc- tion of the improvements is substantially complete, Landlord shall notify Tenant in writing. Within 30 days after the date of Landlord's written notice, Tenant shall inspect the Premises and shall prepare a "punchlist" of all items Tenant considers either defective or not completed. Landlord shall cause all corrective work identified on the punchlist to be performed that, in the reasonable opinion of Landlord, is necessary to bring the construc- tion in substantial conformance with the Final Plans. If Tenant fails to deliver a punchlist to Landlord within the time period required by this section, Tenant shall be deemed to have inspected the Premises and accepted construction in the condition when inspected by Tenant. (h) Completion of construction defined. The improvement of the Premises shall be deemed completed and ready for occupancy by Tenant when a Certificate of Occupancy for the Premises as improved has been issued by the City's Planning and Building Agency and Landlord has given Tenant written notice of the issuance of such a certificate. 4. TERM (a) Commencement Date. This Lease shall commence on the July 1, 1996, in the event that Landlord Ys -able to complete the construction of the improvement of the Premises, as defined in paragraph (h) of section 3 of this Agreement, before such date. Otherwise, this Lease shall commence on °, 3:997• The date on which the lease commences pursuant toes paragraph is hereafter referred to as the "Commencement Date." In the event that Landlord has not completed the improvement of the Premises by July 1, 1997 (or such later date as may be established for the completion of construction pursuant to section 3 of this Agreement), Tenant may, at its sole option, terminate this Agreement, but Landlord shall not be liable to Tenant for damages for failure to complete the improvement of the Premises by such date. (b) Initial Term. (ii) The initial term ( "Initial Term ") of this Lease shall be for ten (10) years, commencing on the Commencement Date, and ending on the date ten (10) years thereafter, unless sooner terminated as hereinafter provided. (c) Extensions The parties may, by the mutual agreement in writing of their representatives specified in section 20 of this Agreement, extend the term of this Lease a maximum of three (3) times. Each such extension shall be for a period of five (5) years. This Lease may be extended beyond 25 years by the written agreement of the governing bodies of Landlord and Tenant. (d) Earlier termination Notwithstanding the foregoing, this Lease may be terminated: (i) at any time by the written agreement of the govern- ing bodies of Landlord and Tenant; or (ii) by Landlord, at any time following the expiration of the first six lease years (as defined in Section 16 of this Agreement) , provided such termination shall only be effective upon the first duly 1 oocuring at least one (1) year after written notice of termination is served upon Tenant by Landlord. 5. DELI LEASE AREA (a) Except as provided in paragraph (c) below, Landlord, as of the Commencement Date, assigns its rights (including, but not limited to, the right to receive rent) and delegates its responsi- bilities as the landlord under the Deli Lease to Tenant. Likewise as of the Commencement Date, Tenant accepts such assignment and assumes such responsibilities and further agrees to defend, indemnify and hold harmless Landlord from and against any claim or suit for money or specific performance brought by the lessee under the Deli Lease arising out of such Deli Lease with regard to acts or omissions occurring or alleged to occur after the Commencement Date, excluding any claim or suit arising out of Landlord's obligations under paragraph (c) below. (b) Landlord agrees not to extend the term of the Deli Lease. Landlord further agrees to advise the lessee under the Deli Lease of the assignment, delegation and assumption specified in subsec- tion (a) of this section and to direct that rent due under such lease for any rental period occurring after the Commencement Date shall be paid to Tenant in accordance with such assignment. (c) Landlord shall be responsible for those maintenance and repair obligations specified in paragraph (a) of section 10 of this Agreement with regard to the Deli Lease Area. (d) Landlord shall have no responsibility for improvements in the Deli Lease Area, except that Landlord shall connect a ventila- tion line to the Deli Lease Area. 6. RENT Tenant shall pay to Landlord as rent for the Premises the sum of one dollar ($1.00) per year. 7. USE. Tenant shall use the Premises only for the operation of a studio /living space facility for California State university, Fullerton Art Department graduate students, upper division undergraduates, alumni, and faculty. The studios will accommodate drawing and painting, graphic environmental and exhibition design, craft production, photography, illustration, sculpture, and ceramics. The facility may also include a gallery exhibition space, a gallery store, a small theater, a project room, class- rooms, a craft -tool workshop, a computer laboratory and a restau- rant. Classrooms shall be used primarily for arts related courses, but may also be used for any course listed in Exhibit C, attached hereto and incorporated herein. Any use other than the foregoing shall require the written consent of the Landlord, which shall not be unreasonably withheld. Tenant shall not be entitled to sublease residential units located in the Premises except at such times as Tenant is operating the facility in accordance with this section. Tenant shall comply with, and require all sublessees and licensees to comply with, all laws concerning the Premises or Tenants use of the Premises. Tenant shall not use or permit the use of the Premises in any manner that will tend to create unreasonable waste or a nuisance. 8. TAXES. Tenant recognizes and understands that, unless Tenant is exempt from the payment of property tax, this Agreement may create a possessory interest subject to property taxation. Tenant hereby agrees to pay any property taxes levied on such interest before said taxes become delinquent. Tenant further recognizes and understands that the sublease of any portion of the Premises may create a possessory interest subject to property taxation, and that, unless Tenant takes adequate precautions to assure that sublessees are responsible for the payment of property taxes levied on such interests, Tenant may be liable for, or may subject Landlord to liability for, the payment of property taxes levied on such interests. Tenant therefore agrees to indemnify Landlord for any property tax liability imposed on Landlord by reason of any possessory interest in the Premises arising out of any sublease created by Tenant. 9. UTILITIES. Tenant shall make all arrangements and pay for all water, gas, heat, light, power, telephone, and other utility services supplied to the Premises together with any taxes thereon and for all connection charges, ,except insofar as such obligations are undertaken by Tenant's sublessees. 10. MAINTENANCE AND REPAIRS. (a) Landlord's Obligations. Except for damage caused by any negligent or intentional act or omission of Tenant, Tenant' s' agents, employees, or invitees, and except as otherwise provided in Section 13 of this Agreement, Landlord at its sole cost and expense shall keep in good condition and repair the foundations, exterior walls, exterior doors, and exterior roof of the Premises. Landlord shall also maintain the unexposed electrical, plumbing and sewage systems including, without limitation, those portions of the systems lying outside the Premises; window frames, gutters and down spouts on the building, all sidewalks, landscaping and other improvements that are a part of the Premises or of which the Premises are a part. Landlord shall have thirty (30) days after notice from Tenant to commence to perform its obligations under this Section 10, except that Landlord shall perform its obligations immediately if the nature of the problem presents a hazard or emergency situation. If the Landlord does not perform its obligations within the time limit set forth in this paragraph, Tenant may, but shall not be required to, perform said obligations and shall have the right to be reimbursed by Landlord for the amount that Tenant actually expends in the performance of Landlord's obligations. (b) Tenant's Obligations. Subject to the provisions of paragraph (a) above, and except as otherwise provided in Section 13 of this Agreement, Tenant at Tenant's sole cost and expense shall keep in good order, condition, and repair the Premises and every part thereof, including, without limitation, all Tenant's personal property, fixtures, signs, store fronts, plate glass show windows, doors, interior walls, interior ceiling and lighting facilities. If Tenant fails to perform Tenant's obligations as stated herein, Landlord may, at its option (but shall not be required to), enter the Premises after ten (10) days prior written notice to Tenant, put the same in good order, condition and repair, and Landlord shall have the right to be reimbursed by Tenant for the amount that Landlord actually expends 7 in the performance of Tenant's obligations. 11. ALTERATIONS AND ADDITIONS. Tenant shall not, without the Landlord's prior written consent, make any alterations, improvements or additions in or about the Premises except for nonstructural work which does not exceed $1000.00 in cost. As a condition to giving any such consent the Landlord may require the Tenant to remove any such alterations improvements or additions at the expiration of the term and to restore the Premises to their prior condition by giving Tenant thirty (30) days written notice prior to the expiration of the term that Landlord requires Tenant to remove any such alterations improvements or additions that Tenant has made to the Premises. If Landlord so elects, Tenant at its sole cost shall restore the Premises to the condition designated by Landlord in its election before the last day of the term of the Lease. Before commencing any work relating to the alterations, additions or improvements affecting the Premises Tenant shall notify Landlord in writing of the expected date of the commencement of such work so that Landlord can post and record the appropriate notices of non - responsibility to protect Landlord from any mechanics liens, materialman liens or any other liens. In any event Tenant shall pay when due all claims for labor and materials furnished to or for Tenant at or for,use in the Premises. Tenant shall not permit any mechanic's liens or materialmen's liens to be levied against the Premises for any labor or material furnished to Tenant or claimed to have been furnished to Tenant or Tenant's agents or contractors in connection with work of any character performed or claimed to have been performed on the Premises by or at the direction of Tenant. Tenant shall have the right to contest the validity of any such lien if immediately on demand by Landlord Tenant procures and records a lien release bond meeting the requirements of California Civil Code Section 3143 and shall provide for the payment of any sum that the claimant may recover on the claim (together with the costs of suit if it is recovered in the action). Unless the Landlord requires their removal as set forth above all alterations, improvements or additions which are made on the Premises by the Tenant shall become the property of the Landlord and remain upon and be surrendered with the Premises at the expiration of the term. Notwithstanding the provisions of this paragraph Tenant's trade fixtures, furniture, equipment and other machinery, other than that which is affixed to the Premises so that it cannot be removed without material or structural damage to the Premises, shall remain the property of the Tenant and be removed by Tenant at the expiration of the term of this Lease. Nothing in this section shall be construed to relieve Tenant of the obligation to obtain building permits from the City of Santa Imo• `y Ana for any construction work undertaken by Tenant on the Premises. 12. INSURANCE. (a) Property insurance. Landlord, at its cost, shall maintain during the term of this Lease on the Premises a policy or policies of all -risk property insurance to the extent of one hundred percent (100 %) of full replacement value thereof, except as to earthquake and flood coverage. Landlord shall have no responsibility to provide insurance coverage of the personal property of Tenant located on the Premises. (b) Liability insurance. Tenant at its sole cost and expense shall maintain during the term of this Lease bodily injury and property damage insurance with a single combined liability limit of one million dollars ($1,000,- 000.00) dollars, insuring against all liability of Tenant and its authorized representatives arising out of or in connection with Tenant's use or occupancy of the Premises. Such insurance shall insure performance by Tenant of the indemnity provisions in paragraph (a) of Section 14 of this Agreement, but the limits of such insurance shall not, however, limit the liability of Tenant thereunder. The City of Santa Ana, the Community Redevelopment Agency of the City of Santa Ana, and their officers, agents and employees shall be named as additional insureds. Tenant shall (a) furnish properly executed certificates of insurance to Landlord's Executive Director prior to the Commencement Date, which certifi- cates shall clearly evidence all coverages required above and provide that such insurance shall not be materially changed or terminated except on 30 days' prior written notice to the Landlord; and (b) maintain such insurance throughout the term of the lease of the Premises to Tenant; and (c) replace such certificates for policies expiring prior to the expiration or other termination of such lease. If Tenant shall fail to procure and maintain such insurance, the Landlord may but shall not be required to procure and maintain same at the expense of Tenant. (c) Waiver of Subrogation. Tenant and Landlord each waive any and all rights of recovery against the other or against the officers, employees, agents, and representatives of the other for loss of or damage to such waiving party or its property or the property of others under its control, where such loss or damage is insured against under any insurance policy in force at the time of such loss or damage. Each party shall cause each insurance policy obtained by it hereunder to provide that the insurance company waives all right of recovery by way of subrogation against either party in connection with any damage covered by any such policy. W 13. DAMAGE OR DESTRUCTION. (a) If during the term of this Lease the Premises is totally or partially destroyed rendering the Premises totally or partially inaccessible or unusable and such damage or destruction was caused by a casualty covered to the extent of one hundred percent (loot) of full replacement value under the insurance policy required to be maintained pursuant to Section 12 of this Lease, Landlord shall restore the Premises and /or the building and other improvements in which the Premises are located into substantially the same condition as they were in immediately before such damage or destruction, if such restoration can be completed within one hundred eighty (180) calendar days after the date of such destruc- tion or damage, and in such event such destruction or damage shall not terminate this Lease. (b) If the restoration cannot be made in said 180 -day period, or if the damage or destruction is caused by earthquake or flood and Landlord does not have insurance coverage to the extent of one hundred percent (100 %) of full replacement value, Landlord and Tenant shall meet and confer to determine if they can agree upon mutually acceptable terms and conditions for the continuation of this Lease. If no such agreement is achieved within sixty (60) days after such damage or destruction, then either party may terminate this Lease within ninety (90) days after such damage or destruction by giving written notice of termination to the other party and the Lease will be deemed canceled as of the date of such damage or destruction. If neither party so elects to terminate this Lease, this Lease shall remain in effect and Landlord shall proceed to restore the Premises within a reasonable time. (c) If Landlord is required or elects to restore the Premises as provided in this section, Landlord shall not be required to restore Tenant's improvements, 'trade fixtures, equipment or alterations made by Tenant, such excluded items being the sole responsibility of Tenant to restore hereunder. 14. INDEMNIFICATION (a) Except as otherwise provided in subsection (b) of this section, Tenant shall indemnify and hold Landlord harmless from and against any and all claims arising from Tenant's use or occupancy of the Premises or from the conduct of its business or from any activity work or things which may be permitted or suffered by Tenant in or about the Premises, or from the use or occupancy of any portion of the Premises by any sublessee of Tenant or from the conduct of any sublessee's business or from any activity work or things which may be permitted or suffered by any sublessee in or about the Premises, including all damages, costs, attorney's fees, expenses and liabilities incurred in the defense of any claim or action or proceeding arising therefrom. Except as otherwise provided in subsection (b) of this section, Tenant hereby assumes M all risk of damage to property or bodily injury in or about the Premises from any cause and Tenant hereby waives all claims in respect thereof against Landlord. (b) Landlord shall indemnify and hold Tenant and the Trustees of the California State University harmless from and against any and all claims for bodily injury or property damage arising from Landlord's acts or omissions in carrying out Landlord's responsi- bilities under this Agreement. 15. ASSIGNMENT AND SUBLETTING. (a) Except as otherwise provided in subsection (b) of this section, Tenant shall not voluntarily or by operation of law assign, transfer, sublet, license, mortgage, or otherwise transfer or encumber all or any part of Tenant's interest in this Lease or in the Premises without Landlord's prior written consent, which consent shall not be unreasonably withheld. Any attempted assignment, transfer, mortgage; encumbrance, or subletting without such consent shall be void and shall constitute a breach of this Lease. (b) Landlord hereby consents to all subleases or licenses of building space on the Premises entered into by Tenant as sublessor or licensor which are consistent with the use of the Property identified in section 7 of this Lease. (c) In the event this Lease is terminated pursuant to section 13 due to damage or destruction of the Premises, all subleases and licenses of the Premises or any portion thereof by Tenant as sublessor or licensor shall immediately terminate. Otherwise, the termination of this Lease shall not terminate nor effect the validity of any then existing sublease or license made by Tenant as sublessor or licensor, provided that Landlord has consented to such sublease or license pursuant to subsection (a) or subsection (b) of this section; and all of Tenant's interest as sublessor or licensor shall be deemed automatically assigned, transferred, and conveyed to Landlord; and Landlord shall thereafter be bound on the subleases and licenses, and shall have all the rights that Tenant (as sublessor) had under each sublease and license, including the right to terminate any sublease or license then or thereafter in default. 16. OPERATING COST ASSISTANCE AND USE OF OPERATING SURPLUS (a) Definitions. As used in this section: "Lease Year" means each one -year period commencing on the Commencement Date, as defined in Section 4 of this Agreement, 11 or on any annual anniversary thereof. "Quarter" means a 3 -month period commencing on July 1, September 1, January 1, or April 1 of any Lease Year. "Operating Loss"- means the amount, if any, by which Actual Operating Costs, as hereafter defined, in any Lease Year exceed Operating Revenue, as hereafter defined, in that Lease Year. "Operating Revenue" means rental income derived by Tenant from subleases and licenses of the Premises or any part thereof and from the Deli Lease and any other income obtained by Tenant due to its use of the Premises in accordance with Section 7 of this Agreement. Mare specifically, "Operating Revenue" shall include those revenue sources identified in Exhibit D, attached hereto and incorporated herein. "Actual Operating Costs" means the costs actually incurred by Tenant in carrying out its obligations under this Agreement and its obligations under any subleases and licenses of the Premises or any part thereof and the Deli Lease. More specifically, "Actual Operating Costs" shall include those expenditure categories identified in Exhibit D, attached hereto and incorporated herein. "Operating Surplus" means the amount, if any, by which Operating Revenue in any Lease Year exceeds the Actual Operat- ing Costs for that Lease Year. (b) Findings. By its approval of this Agreement, Landlord's governing board finds and determines as follows: (i) The use of the Premises in accordance with this Agreement is extremely important to the revitaliza- tion of the "downtown" area of the Santa Ana Rede- velopment Project in accordance with the goals and objectives of the redevelopment plan for that project. in order to achieve such use of the Premises, it is necessary for Landlord to provide financial assis- tance to Tenant to alleviate Tenant's anticipated operating losses in the initial years of the term of the lease of the Premises to Tenant. (c) Assistance in payment of Operating Losses. Within 30 days following the beginning of each Quarter occurring in each of the first four Lease Years, Landlord shall pay 12 `h to Tenant an amount equal to the following: Quarters commencing in Lease Year 1 Quarters commencing in Lease Year 2 Quarters commencing in Lease Year 3 Quarters commencing in Lease Year 4 All amounts paid to Tenant pursuant to this deposited by Tenant in a Special Account to be separate and apart from other funds of Tens Special Account may be expended for only the : (i) To pay Actual Operating Costs of 2 Revenue is not available to Tenant for such payment. (ii) To reimburse Landlord for costs incurred by Landlord in the discharge of its maintenance responsibilities pursuant to Section 10(a) of this Agreement. Each disbursement from the Special Account shall require the approval of both Tenant and Landlord, which approval shall not be unreasonably withheld. Moneys deposited in the Special Account shall remain in said account until expended in accordance with the foregoing. All interest or earnings on investment earned on moneys in the Special Account shall accrue to the Special Account and be subject to the same restrictions on expenditure. (d) Preparation of annual budget. Prior to the commencement of any Lease Year, or within sixty days following such commencement, Tenant shall prepare and approve a budget for that Lease Year, setting forth estimated revenues and expenditures, and shall provide a copy of the approved budget to Landlord. (e) Maintenance Reserve Fund. Within sixty (60) days following the end of any Lease Year in which an Operating Surplus occurs, Tenant shall transmit to Landlord from such Operating Surplus an amount equal to twenty -five percent (25 %) thereof'. Landlord shall retain any and all funds received from Tenant pursuant to this subsection in a separate account entitled the "Maintenance Reserve Fund." Landlord shall make no expenditures from the Maintenance Reserve Fund except expenditures incurred by Landlord in the performance of it maintenance obligations under subsection (a) of Section 10 of this Agreement. Any moneys remaining in the Maintenance Reserve Fund upon the termination of this Lease shall be refunded to Tenant. (f) Use of remainder of Operating Surplus. If an operating Surplus occurs in any Lease Year, that portion 13 of the Operating Surplus which is not transmitted to Landlord pursuant to subsection (e) of this section shall be used by Tenant to pay for Actual Operating Costs incurred by Tenant in the following Lease Year. (g) Access to records. Tenant shall maintain accurate records of all Actual Operating Costs incurred and all Operating Revenue received in each Lease Year, and shall maintain such records for at least five (5) years following the end of the Lease Year to which they pertain. Landlord shall be entitled to access to such records during the normal business hours of Tenant for the purpose of inspecting the same. 17. DEFAULT. (a) Abandonment and vacation of the Premises by Tenant shall constitute a default and breach of this Agreement by Tenant. (Failure to occupy the"Premises for fourteen (14) consecutive days shall be deemed an abandonment and vacation). (b) Failure by Tenant to perform any provision of this Agreement shall constitute a default and breach of this Agreement by Tenant, if the failure to perform is not cured within thirty (30) days after written notice thereof has been given to Tenant by Landlord. If the default cannot reasonably be cured within said thirty (30) day period, Tenant shall not be in default under this Agreement if Tenant commences to cure the default within the thirty (30) day period and diligently prosecutes the same to completion. (c) Failure by Landlord to perform any provision of this Agreement shall constitute a default and breach of this Agreement by Landlord, if the failure to perform is not cured within thirty (30) days after written notice thereof has been given to Landlord by Tenant. If the default cannot reasonably be cured within said thirty (30) day period, Landlord shall not be in default under this Agreement if Landlord commences to cure the default within the thirty (30) day period and diligently prosecutes the same to completion. (d) Notices given under this paragraph shall specify the alleged default and the applicable lease provisions, and shall demand that the defaulting party perform the provisions of this Agreement within the applicable period of time. (e) In the event of a default and failure to cure in accordance with this section, the non-defaulting party shall have the option of: (1) Terminating this Agreement' or 111! (2) Curing the default at defaulting party's cost and expense. These remedies are not exclusive but are in addition to any remedies now or hereafter allowed by law. IS. COVENANT NOT TO RELOCATE (a) Tenant agrees not to relocate the use specified in Section 7 of this Agreement to any site other than the Premises during the term of this Agreement without the prior written consent of Landlord. Tenant shall be deemed to have relocated such use if Tenant or the California State University, Fullerton initiates a substantially similar use on any other site within one year prior to or following the termination of such use on the Premises, unless the termination of such use on the Premises occurs in accordance with the terms and conditions of this Agreement. (b) If Tenant relocates the use from the Premises in violation of subsection (a) of this section, Tenant shall pay to Landlord, as liquidated damages, an amount equal to the sum of $500,000.00 plus all amounts paid to Tenant by Landlord pursuant to Section 16 of this Agreement. The parties hereby agree that the sum hereinafter designated as liquidated damages represents a reasonable approximation of the damages Landlord is likely to suffer from the relocation of the use from the Premises, given the following facts, which are hereby agreed to and acknowledged by the parties: Landlord is not in business for profit, but rather is renovating the Premises and leasing the Premises to Tenant in order to promote its governmental goals and objectives as a redevelopment agency. Landlord is incurring substantial expenditures in renovating the Premises to suit the specialized needs of Tenant and in providing financial assistance to Tenant. 19. SURRENDER. on the last day of the term hereof or on any sooner termina- tion, Tenant shall surrender the Premises to Landlord in good condition, broom clean, ordinary wear and tear excepted. Tenant shall repair any damage to the Premises occasioned by its use thereof or by the removal of Tenant's fixtures, furnishings and equipment, which repair shall include the patching and filling of holes and repair of structural damage. Tenant shall remove all of its personal property and fixtures on the Premises prior to the expiration of the term of this Lease and if required by Landlord pursuant to Section 11(a) above, any alterations, improvements or additions made by Tenant to the Premises. If Tenant fails to surrender the Premises to Landlord on the expiration of the Lease as required by this paragraph, Tenant shall hold Landlord harmless from all damages resulting from Tenant's failure to, vacate the Premises, including, without limitation, claims made by any succeeding tenant resulting from Tenant's failure to surrender the 15 Premises. 20. REPRESENTATIVES AND NOTICES. (a) Representatives For purposes of implementing this Agreement, the representa- tive of Landlord shall be the Executive Director of the Community Redevelopment Agency of the City of Santa Ana and the representa- tive of Tenant shall be the Executive Director of California State University, Fullerton Foundation. Except as may be otherwise stated in this Agreement, such representatives shall have the authority to act on behalf of their respective parties in carrying out the terms of this Agreement. (b) Notices Whenever under this Lease a provision is made for any demand, notice or declaration of any 'kind, it shall be in writing and served either personally or sent by registered or certified United States mail, postage prepaid, addressed at the addresses as set forth below: IF TO LANDLORD: Executive Director Community Redevelopment Agency of the City of Santa Ana 20 Civic Center Plaza M -25 P.O. Box 1988 Santa Ana, CA 92701 IF TO TENANT: Executive Director California State University, Fullerton Foundation 2600 E. Nutwood, Suite 120 Fullerton, CA 92631 Such notice shall be deemed to be received within forty -eight (48) hours from the time of mailing if mailed as provided for in this paragraph. 21. LANDLORD'S RIGHT OF ENTRY. Landlord's officers and employees shall have the right to enter the Premises at reasonable times for the purpose of inspect- ing same and performing Landlord's maintenance responsibilities under this Lease. 22. CHOICE OF LAW. This Lease shall be governed by the laws of the State of California. 16 23. WAIVERS. No waiver by a party to this Lease of any provision hereof shall be deemed a waiver of any other provision hereof or of any subsequent breach by such party of the same or any other provision. A party's consent to or approval of any act shall not be deemed to render unnecessary the obtaining of that party's consent to or approval of any subsequent act. 24. INCORPORATION OF AGREEMENTS. This Lease contains all agreements of the parties with respect to any matter mentioned herein. No prior agreement or understand- ing pertaining to any such matter shall be effective. This Lease may be modified only in writing and signed by the parties in interest at the time of such modification. 25. TIME. Time is of the essence of this Lease. 26. SEVERAHILITY. The unenforceability, invalidity or illegality of any Provision of this Lease shall not render the other provisions hereof unenforceable, invalid or illegal. 27. COVENANTS AND CONDITIONS. Each provision of this Lease performable by Tenant shall be deemed both a covenant "and a condition. 17 THE PARTIES HERETO HAVE EXECUTED THIS LEASE AGREEMENT ON THE DATE FIRST ABOVE WRITTEN. ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF TI F SAN AN ' °1 Cynt is J. son by Executive Director el A. ulido Chairman APPROVED AS TO FORM: Edward J. -Codpqp City Attorney APPROVED; CALIFORNIA STATE UNIVERSITY, FULLERTON FOUNDATION Ailton A. Gord n by i f w+ �"1 10'4 .cap President (,,�,/ _ California State University, William M. Dickerson Fullerton Executive Director APPROV D A5 TO FOIjbY o W. F cis ndation Attorney is ;994- 09 -I-� 16:13 '.4 F4?�6939 DOWNTOWN :)E`dE,_UF'McN vLv rut !-tY L9 '94 M:15 PLR.5;f . _.RICAN TITLF P.10/ L3 EXHIBIT A OR- %36333 TVM3 OfMCM - DWUNG DESCRIPTION THE LAND REFRRRBL) :n) IN THIS IiE9GRT IS SITUATED IN THE, STATE OF CALIVORNI'A. CQUNTY OF ORANUB. CITY OF SANTA ANA, AND 19 DESCRIBED AS FOLLOW-: LOTS 9 AND 10 MD TL+.AT PORTION OF LOTS 7 AND A IN BLOCK 4 OF TOWN OF SANTA ANA, AS SHOWN ON A MAP RROORDRD IN BOOK 2, PAGE 51 -OF MISCELLANEOUS MAYS, RECORDS OF ORANGE COUNTY, rA %7FORNTA OBSCRIBED AS FOLLOWS; BEGINNING AT TH3 T1O4THEAST CORNER OF `JAT,D RTIO K 4; THENCE SOUTH ALONG THE EAST L1NE VV VAID SLOCA. 75.73 BEET; THENCE WEST TO A POINT IN THE WEST f,7NR OF SAID BLOCK, DISTANT THEREON 75.73 FEET SOUTH OE THE NORTHWEST CORNER OF SAID BLOCKY THENCZ NORTH 75.73 PEST TO SAID NORTMMST MP..M., THENCE EAST TO THE POINT OF REGI.NNTNG, PAGE 8 994 -11 23 Ua.:S7• an Hakms &Mwver November 21, 1994 M.S. Susan Helper City of Santa Ana Community Development Agency 116A West Fourth .Avenue, Suite 6 Santa Ana, California 92701 OUWN t.JWN ✓t Vt_Ur lwcry ,: EXHIBIT B RE: Estimatc for Proposed Renovation. of the Grand Central Building Dear Susan: Enclosed is an estimate of consrructinn cost for renovation of Uie Grand Central Building, in accordance with Phase Ill Services as outlined in our agreement. This estimate is prepared based on information gained during our on -site investigation and research of the Grand Central Building, and outlined in our report previously submitted to the Community Development Agency. This estimate addresses all areas required to provide a functional facility meeting California State University, Fullerton requirements as defined in their May 1994 program. We appreciate the uppornanity to assist you on this historic project. If You have any questions regarding this estimate, or other issues related to this prciect, please Feel free to call. With best regards, Donald Mclarty, AJA Post Ofte Box 6240. Cran6e, CA 926136240 999 Town & Country Road, Ctarge, CA 92668 Telatax (714) 5430955 (714) Sal -2400 "�yA– llag.g "U8; 27 r.4 C4 Y- bJV �' UUWN I�IW IV vcVC...L:r ncri 4U, rte_; MOLMES S NAR9CA _�.. .._ ...,_... T... ._... –. .__.. _.. ._.._.... —. P.59 pRANO CENTRAL OVILD1Nm SANTA ANA, CALIFORNIA ran IRATE OF CONSTRUCTION C STS REMOVATION FOR CSUF ARTS C MTEN _....- -,.OVRMOCRYA9o4 .. T._... — ...� -- .....�.... ..�. .__._. _. TOTAL CONSTRUCTION COSTS SUMMARY OF ESTIMATED COSTS ccntin9®ncy (7 %7 1 U."ar.l Cunditlonl 90.000 2 Drmol4tlon 123.a96 278,964 12.626 3 2.100.360 RU■'rOTA4• 30.060 4 Ms bonny 91.800 6 M9xab a Wood IeA,EOo 7 MRlsture Prctec%4en 76.360 B 0onrs a windPWS 276.100 264.700 n .lnl.n.s 10 5P.01a1ties 20.500 31 Equlpn t 6.600 21.a00 SK F.n-n lrllinPw 13 5P.4ill cooxtY4CCl -n P t4 nnnveyin9 SY-'.me 46.2V0 lA HVAC /Plumnln9 /Vlre "OteCT'" 297.460 1q Vj,tricOl /Fir9 AI.Pm 450.000 TOTAL CONSTRUCTION COSTS 1.501.081 ccntin9®ncy (7 %7 50.052 (far le.d by.x ad Painx) SUOi'OTAL 1.86%.096 CPntr.ctnr OH /Pi -afiV 278,964 %$.00o P.Vmit V... 2.100.360 RU■'rOTA4• ContlnpPncy (SS) 109.415 .1'OTAL COSTS 2.297.777 IJJT'11: K.,8 •,0.40 1:T uII, "I —,—,+ .iOLM4S a rvAAVtR .. - —•_ page 2 of 5 DRANO CENTRAL OUILDINO SANTA ANA CALIFORNIA 6f CONSTRUCTION COSTS ESTIMATC RENOVATION FOR CStle AA" CENTER NOVEa1aCR 1004 LAHOH MA), A rooXY SLfJT07AUL, ..— . OIV1810a 2 OCMOLITION I exTCAiOR DEMOLITION 2 RemOVw paint on 4Xtari.Y bricK Q.OtlO SF .],120 9pP 7D0 3 O wmO = %14Eing IPwYY •tGYwf YpnLR O 3 O a Demo .sting wning• 3 E EA 235 O 0 �. 0 Cem. m1.1. folding 04109 elgoap4 I At 260 0 O d 0aM0 existing T Dwmc cliiwd On upp0r 9t...fYanta 1,200 Sr Sao O 0 0 p Oemo ON sting wYnoOW }croon. I0 EA 20 226 0 0 x6U O D «mn ramped •ntYyw -Yf 0 dbeY4, 9 EA 10C O O 10 Dmm� Q4NagP d80N (o%Y n 91dP) I 6A 250 O 6O 11 Dwmo PT«SEer 1N.. 0 hC p110atnr. a EA 120 tlubtAlPl 0.400 Poo VSO 10.340 x4 IS YAOEMEMT DFMH.1110N Demo Interior p4rtiLtcn w.11e 5,000 SF TOO 0 360 lS a 317 6 D... TiCtu�yn Il Olywal l f 6,000 SF 2,0 tl0 300 160 ZI 06Me else dletr1bpii o conduit 22 Oemo I'll.. OO main 6,000 4,000 St SF ].000 3.500 a O 960 plumbing 20 Oemo t,,. OXist wood sL.114 3 At 600 O 250 O 260 24 Abate ..Ob9tos fir til. 1,000 10 SP 6A i ^000 goo 0 100 2¢ Dame eN19t Co lµµmn cbvar4 7 EA 26 Dom. tl00, to 6140 rm 27 U..0 11Hht r1.1uve9 0 Pl.. rm 1 AL 150 500 O O a n 25 Dome talopho"O wiring 1 O AL. A4 2D0 0 50 29 Onmv tom�1 fttler euppOrt4 l fj00r b.Varingw 1,000 aF 590 O O 30 R4mnvv ,ft 3J 0 =0 f9N 0lavwSOY VIt 1 AL 2,900 0 0 02 35,526 zoo 5.280 1T.Q2S 3D Sobtntal 34 ..16 ]5 FINUe FLOOR DEMO1.fTIOH DOmV inter ,oPElti dll wallb 12,000 SA 9,6.0 O 1.000 ]T dll 35 pemo all floor covering. fl... t he 18,750 6 Sr Sf 4.60tl 6.009 Q 76b 600 1,250 ,19 Ab4tP •sb asivs a Oeme i^V.r /Or sn.p callings ^000 1].000 SF 4.260 0 0 0 43 Damo liCnt fixtures or coilln9� 1 10,000 Pt SF },000 9.000 Q n 140 44 Demo oNigfnat plant 40 prmP Plac4 /arywwll OOlumn dovol$ 9D EA 1,]56 O 0 lOP 0 a4 PamO 'I rv20Y10r flxtu r9a. et0. 1 1 A6. AL Z.000 750 O 60 a5 O.V. Ctlu4Nlnp 0 u ppper StrTrnta 11Xtur -S 1 A1. $00 0 0 m 46 OaO plumbing a7 0..,V plumb /ng llnoc to M610 1 P�- 2,500 0 b 0 SOU 46 coo.o 614, dl5tnibUtien conduit 3 A AL AL 3.90p 1.000 0 8 I Dome ..11A At throe %tair4 Dcn1e /dryWi 9 S meSnrY- we 11 1,000 Sa 500 O 30 PTast 51 P. fox- a ibwtor sh4Pt. F AL 750 0 O 62 O FA ab.V50 760 a. %S0 53.300 5.btetal S4 be SECOND FLOOR DEMOLITION O B/ VOMO ..,.Lino window screen. Tr4med roof$ 3 2,000 AL �' 260 .,000 O tl 760 66 5p Demo ax taY.ln9 wt1 O4.he ,,, Y yavd floor toppings a. 500 5f 2,500 1,360 0 O 26 60 0.101, pt •ar;ry doorE /Pram.- tg 3 EA 0.5).0 p ny DW,ne .Nit $tairuav dCnr9 /f Yim2G 1 EA p 62 00.0 existing -.0 bo% UD11 15.000 51, 3,T+0 O 3BC 63 00.0 ap 4. ft.0 COVeringf 99 CA 3.500 o ISO 64 0..0 kl lichen base c.blo.xo 0T EA 6,000 69 0 M. bath plumbing fiU%Vyre% in 29 xA 4.500 O 200 &C Oema tOr.pb units clowot9 fln.h wood dY% /r,... 99 EA 4'6..0 O 3600 67 pOf,Q Intal- 60 0 «m0 light flKtu"s 29 EA 2.900 O O 100 69 0".. oxinc4n0 Wall hraEnrn 24 EA %. DOC) 70 32..06 O 0 1450 34..35 71 9ubta4al 7T. 79 Rfxlf DENOI.Y ]ION 7' A� 3,000 0 TSO 76 Ramvvw 4X1bEION MI.AC Pnitu 6U 16,000 SK 9.250 O 1,200 ,G A...va 0%101, .of 11.260 0 IPSO 13.200 75 Subtotal 79 no Al 62 63 04 S1211.800 05 TOTAL DEMOLITION COSTS I �y TOTAL DIVISION b COSTS MOLMES a NARVER� ^ V KaSEMENT rty pap: it Wtlnd YHam/nq iuppa pAya d of 5 2.400 sRANO C5NTRA1, 8UILOXNO Storage G hinatf 1 AAL ]•boa Mlyp, wagd 414nkinq SANTA ANA, CALIFORNIA U ESTIMATE OF CONSTRCTION COSTS aubt9 Lel FEMVATIRN p C3V ARTS CEMYVA a.XdO FIR6T II LDON jr wood floor framing 16,760 of 2. 000 2.600 11500 1.000 NOv%.tR 1994 6.000 10.000 SP sF 2.000 1.000 C.IlippYinq papair woaq a +!ling framtnq 260 "940TPi ION -.. ..___.. ^, oar UNIT LAOOR NAIL 3 10.ISO SMYOV'4ya 4a Iodt: /Cnuntirs yy1 AL 50 p0 C3044CR E F 1 AL 1.600 ,.Ono 3 EXTERIOR 2 patch oxtarior wa lka 600 SF 760 260 200 100 50 3 patch enncrwbe avr.b patch ext.ri*r arCh alemanta 1 1 AL AL 1,00q i0o 200 a 2,000 900 S60 2,650_ 6 subYalel 1 p gAIiLMEMT 10 E}avat0r pit eaawmsni plaor ] 3 AL A 2,690 ],60d 400 6Otl 260 lO0 376 13 Batch +teh bar errant wall EA 12 ]3 9telr t IdI 2 3 AL 3redoo Y, 000 i6o 200 160. 14 Strpr Pura 9u9por[a 7,100 1.660 726 91975 ie Spbi.vt.l 27 ]A 32.M26 Qo TOTAL OIVISfON 3 COSTS 21 222 f 2so as eulsnma 25 Point ax twriyr brBnK masonHY wall 1tl,000 CC 00 bF SF a,000 1,200 1,000 200 fi0 20 Patah sppth le+d barring +7 poi, . axtariar brick maApnrl' 200 SP 1.000 260 360 C6 V'700 1.460 400 X0.090 29 gl /b[6ral 30 33 30.0e0 L 33 TOTA O3vY5ION ♦ COSTS 36 9Y 6 77 NCTr3i5,13CON SO 39 AO ONEMENT STKVf- T1IRal STEEL 9,000 5F d.SOb 7,tl00 600 •1 91:Y4CtUYi1 i0 it bracing 2 6A 900 2,400 350 A2 SLN rs to T1rAt level 3 AL 3.000 500 6o 43 Ste a'1 far wI.Vator pit 44 .5,400 9,900 700 16.000 49 5ubta Nl a6 4 7 FTRSI YLOOA STRUC. STEEL 40 5tructu r+l asinml0 br +eing 19 360 6F 0.000 101:000 I, Coo SO Mand, il: far atairi in aplx' C I CA AL ff, 000 2.600 250 91 Etayr]4 fra:in0 I AL 1.000 600 60 63 LiSF[iny Ypp ^".. 3 AL 940 260 6O 69 MisC struntural Rupporta for a3e uator shaft 3 A4 2.000 2.500 200 54 str uEtural 18.600 24,750 1.700 ^4,o60 Fa SuhYntal a/ 40 60 SEr,ONi1 rol 8'1RUf,T161AL STEEL SYYfi atgYal a41amiC brf 0ing 15.000 SF 1.000 ]6.btlq 1.000 300 60 at MiFC. atYU6tuYa1 nupppprt: ] i AL AL j 000 2x600 500 3.600 260 02 structural for ale, aT,or :haft b3 70.600 10,000 1.350 30,850 6. Sub[oEal TOTAL DIVISION b COSTS 01v1SION 9 NOnr� KaSEMENT rty pap: it Wtlnd YHam/nq iuppa 1 AL 2.400 I,d04 5 000 Storage G hinatf 1 AAL ]•boa Mlyp, wagd 414nkinq aubt9 Lel 4.400 a.XdO FIR6T II LDON jr wood floor framing 16,760 of 2. 000 2.600 11500 1.000 papair woad 6.000 10.000 SP sF 2.000 1.000 C.IlippYinq papair woaq a +!ling framtnq 260 SF 6.000 2,600 WVV4 wt +0+ fs"Ami/]0 5 10.ISO SMYOV'4ya 4a Iodt: /Cnuntirs yy1 AL 50 p0 Wood No.Idingskin0 1 AL 1.600 ,.Ono 17.600 18.1'6o subtotal 100 600 169 10.1100 i0u Zoo too 200 3110. 30,750 51.900 GRAND CENTRAL OUILDIMO SANTA ANA, CALIFORNIA ESTIMATE OF CONSTRUCTION COSTS NOVIN0ER�19 FOR C5U E F ARTS CENTR ar$cm7PTIOW DIVISION O, c.ntlnuwd EEG GrNO FI.ODR prpa lr w..d Sub�y OyltIq y a Op41r wood M.Ul OOYin Rwpafr Wn0�'J m.0 Tdln9s /trim R spw {r WyPd indOW x1176 Nsw litchenY ins 6 c.aYC Mmw bathhmnnbty Oabinwta ROPw {Y *xi3tfns cgoln.ts Rwpafr -aoe arb4rF Rwpafr .Xte r•lnr• wood tri•., 6Vbt of +l MOOF ROPaIY plyWd r.4f doek{nq R4Pair wOOd aSOeklnq Fuatmtel HOLMES It NARVKM OP 5 pry IJNT7 - AAROR MA 4 COUTp 5U9TOTA4 14,.00 Sr 14,000 SF I AL 16 Al- 2.7z0 CA Z9 =A 29 EA 3 EA 1 AL 30.000 SF 3 AL 2,000 1,000 Z ad 50 1,200 550 1:000 6.000 6,000 250 2.600 18.000 11500 7,500 3.000 6 -BOO CA !00 1,200 1 20.450 32'sen x,000 1.500 3.000 Y60 3,040 2.254 b0 O n }g0 0 0 SGO 309 51,400 2s °0 300 6.550 42 TOTAL DIVISION 7 COSTS 43 46 DIVISION O ad COOK$ A wIMDOanf a] EHterinr xtar31PrOnt Pr•YM U +O 46 N.paiY ax latinq windawi 49 ap leew wxistl. sCf-4wnx $O NOW L.Y {nn pn Steil- 52 d.4raJfYamws 91 NOW flrw rAtwd Om /fr.%ma NPWOwnCNYSdn9r! /YAMStl P19Dt9M4 54 Ifaw IhtwrvieY d0.ri /Prma 0 40ta H5 Nww Wind.w "bra. sat! 66 N.W door hwrdwar% a7 ErrLar 'l.r dlwxins sr Twmporbd 91a21nq 0 chars 59 RrPaiY wa^i at itmrwYrnnt plax9 n5A O. M1YY.�J v r..ilwt+ 63 IatPYi9r W1ndo.1 /glazlnq. 63 Subt.L.1 6A 65 44 67 ',OTAI DIVISION 0 COS'IN 4a 49 70 DIVISION P 71 FINI$NF5 4.000 SF 16.000 40,900 1,200 104.50. TOTAL UIVISTON 6 COSTS 6.000 6,000 250 100 EA A DIVISION 7 *•000 150 10 CA 2600 .Sba MOIRYURE rAOTFCTaDi!/INSULATIDN MOT -rior lwalsnLx 9 wdw! /drz Eti 1 AL 5.000 11600 200 Fnterl.r will iniu Lc1nn 1 15,000 A1. Y: 3,000 2.600 l,boo 7,600 O O A"". tnwu at /On New h. +1 L..uP e P 0 L5.D011 S: :,000 4 24.000 6,000 2.100 200 HOOP flaShinga %kyllghT% /paYap m 2,500 AL 3F „paa B.BOO 3,500 35o N.- lurfaging Court ar.% SYhtet6l 2.600 0 X6.000 47,000 3,150 75,350 42 TOTAL DIVISION 7 COSTS 43 46 DIVISION O ad COOK$ A wIMDOanf a] EHterinr xtar31PrOnt Pr•YM U +O 46 N.paiY ax latinq windawi 49 ap leew wxistl. sCf-4wnx $O NOW L.Y {nn pn Steil- 52 d.4raJfYamws 91 NOW flrw rAtwd Om /fr.%ma NPWOwnCNYSdn9r! /YAMStl P19Dt9M4 54 Ifaw IhtwrvieY d0.ri /Prma 0 40ta H5 Nww Wind.w "bra. sat! 66 N.W door hwrdwar% a7 ErrLar 'l.r dlwxins sr Twmporbd 91a21nq 0 chars 59 RrPaiY wa^i at itmrwYrnnt plax9 n5A O. M1YY.�J v r..ilwt+ 63 IatPYi9r W1ndo.1 /glazlnq. 63 Subt.L.1 6A 65 44 67 ',OTAI DIVISION 0 COS'IN 4a 49 70 DIVISION P 71 FINI$NF5 4.000 SF 16.000 40,900 1,200 LOO 50.000 3.000 6.000 6,000 250 100 EA A 2,600 *•000 150 10 CA 2600 .Sba 71600 O 6 EA I. A'doo 0 30 2A 6.600 ]600 O 29 EA 1.500 22:,000 250 60 k 9r 000 331.600 200 300 to 6.000 2.600 0 13'1 EA 3o, boo 60.600 260 4,000 5E 12.000 10,000 Boo I70 SF 600 !,000 0 I00 SF 2.500 3,000 0 eon 2.000 q 10 EA 2.000 21000 O ]2 Intarl.r Mtl stud /G9 b6Yt. 26.000 5Y ]0 }ntOY lar f1Yw Y4La0 G r_lgs. k 50.000 3.000 SF SF I4 Y6 91".to, !heft wal nrrnmin P160v the s toii4ts 3.--- $F 70 M411.1b fX41.0 d' FfOraf root hasty 1,2oo GF 17 G6 wncl.surs P tylyW.u.' 0. lu mns 60 EA To 00Yno.." '..000 SF s0 PIOG-r covrring .nt p1ePY C.Vwrin9 m Pirst 'P1r -6.600 16.000 Sr SF 61 Flb.r 4ov.1ina . ots p 17.000 EA 02 63 Pwintlaq s hsswmarl pwintin0 0 First flour 30 000 5F M4 pwlr.tin9 Of aPartm otx 29 CA OG F+,tbYT.r Palming O court 't a4 wlndnwx /trl 300 At. EA 316 EXt4riOr Painting d emegrinv. 311.300 192,000 2.1{00 'L76.100 2..000 30.000 Ii,000 3:000 2,000 3,000 11,600 6,000 9.000 $1000 2: SSOOS yr:000o OGG 6.000 18.000 6.000 5,000 3,000 3a,000 6,000 .6.000 4.600 2,600 I,SOo .'000 5.000 I.AOO 2.752 Sao 2000 O 100 150 250 Soo 3.500 740 11%o 67 SYaiY /trra 09 Subtotal 1]L. BDO 124.3100 0.700 204.900 PO PI 02 P3 P4 PG TOTAL DIVISION 9 COSTS VA 76. ISO 276.300 26A,700 � Y q'Y Y.. f�J'Jl V,.. WIYI V✓41M .iL �I (.'�V1 �.�IY 260 1,000 MOLMES K NANYCH W4ter hfbting a.Yltam 00.AND CENTRAL 9VI LIO1NO �- SANTA ANA, CALIFMMXA E9T1O -= OF CONSTRUCTION COSTS RENOVATION FOR CSUF ANTS CENTpn NOYCMOF9 +na4 O£S03x7F'YxON cry uwr7 LAUG. OIVISION 10 i 65 P.W. S or 9 --` -- NAYL` 6QUlP 5VaTOTAL .V -" 1 SPECIAL7 M+11bOx u it for +RCe 1 2A 260 1,000 0 W4ter hfbting a.Yltam 2 BU1letin b9 +rd4 4 C 060 2,000 O AL ] 510na0a 1 AA 1.'200 a0O 2.000 4,800 O Soo 4 O 7oi1n+ +F Pa rCittOPa Tot 4t 4GGaffbrlea 0 a EA A 750 4,000 OP Now spllyl flxY.11ras O eats N4W publ�c tailat r1 %tnraa a Lockers 26 to %to "L60 4.900 O SF 7 suh110 talooh9na 9n1te 2 firs sprinµler s.Yatem O apts. 200 A.000 O 1x.000 N P Subtnti'I 7.000 SF 3,706 161000 O 20.300 10 9F 10,000 a2, 000 64 Packao. Ynit.a fnr apts 39 Eh 11 34.890 66 12 SllbtoLal 132.150 t60.60a lA V1S10NS 13 16 16 511 UKPIW.Nt' Theatbr /stag+ 4qulpmbnt I A4 1,000 7,600 O A0 Subtvt.l 1,000 7.500 O 0,400 19 10 21 2] TOTAL 01VI510N 11 COSTS 8.500 24 26 filUi�Ymms ] 20 rw Theater aaAtinl 100 EA 3.ZD0 13.000 90 Q PY4neora 10 EA ISO 2.300 0 ]O m't lnr bbnohns 6 CA 160 I.Boo 9 .1% Window blind, 10 2A r. O 1.000 0 33 SUbtatml 1.760 (0,000 SO 21,000 J4 3R 36 '3'uTAL nIVISION 12 COSTS 211000 39 39 40 Il1VIS If)N 14 41 Go [YINO SvS'fCMS HydVAW 11G C1*V4tar 3 to 11,000 am'Ooo 1.200 M1 44 Subtot'l 12,000 96.000 1,200 48.200 4R AS iN TOTAL DIVISION la COSTS 49 g01 Dxv"t ON l6 K'� PI U 7Mg 53 Plllebin0 rope lrp - 20.000 br 10,000 41000 Ha W4ter hfbting a.Yltam AL 760 2.600 b5 ROOf dram sysCbm 1.1.ira AL 2000 . 1.296 curt. 414+ 0r41n rapairi 1 Al- 11 200 Soo �gg 7 ry4W p1Um01nq9 4YaLPme G6.000 SF 60.000 25.000 20,000 3n ti9 Now spllyl flxY.11ras O eats N4W publ�c tailat r1 %tnraa 9 12 EA i.A 10.000 A.500 3,Sg0 an F'IrC etlinkl4r SyK4.nm let f1r. 19, 0t',P SF 26.900 In„no4 0Y firs sprinµler s.Yatem O apts. 11,000 SF 22,.5o0 1x.000 62 Rena it fir. KPk.11. a he =tmbni 7.000 SF 1.200 I.000 41 HYAC ayatam 26.000 9F 10,000 a2, 000 64 Packao. Ynit.a fnr apts 39 Eh 0,000 34.890 66 bb SllbtoLal 132.150 t60.60a 67 68 N9 /O TOYAt. 0IV1$30N 14 COSTS /1 77 73 OSV i:ilON 16 IS EELLECTnYCAL 7S C'Ie4t -r'll 6yxtbm4 46.000 AA 330,000 '/4 Tbwataf It htin0 1 AL 5,000 77 ExTbri nr^ l�ghtinp 1 AL 1.694 7n Fir9 •farm l.YaC4.a .4'0,0tl0 ).f aR,000 79 00 194.SOO 3ubt4t+l m 92 A] 84 go TOTAL IIIVI5IVN le CO5'15 0a 00 07 a0 69 S4 91 92 9J p4 96 p6/ 6RANn TOTAL COSTS 98 99 300 600 760 2.000 600 O 250 Soo 000 150 4,000 297,440 06 0, 000 4600 6.000 300 4m,00O . S.S00 160.000 6,100 380,600 48.200 297.460 960,400 I.6aO,660 1. f.4 F.$? 6tJJ`J Uuwr4I..jwr4 -T -ILfa VU9 rt:J CSUr roundation TEL :714-449-4t53 May 11'95 12:55 4o.0031-P-.02 EXHIBIT C Cal State Fullerton Brand Central Art Cotntor Extended Education Program The courses listed below are examples of activities which are being consklared by University Eadended Eduottilon. COMPUTER 400UPSES 111044votlon to Maolf"611 Draw and Paint Natur* on the Macintosh Publishing MAIN QuarkXPraaa lifust of the MamntWh Dlgaal ftmining, fRetoa 1N, and Spatial efsets overview of Mullimedta Careers in mufthna k Usurp Power Point to Croats Presantatlans Creating quality and PlessaMatlone with Aldus Psrsusalon Introduction to ttyperOard Mulftedle Mvviss wOh Adobe premiere Inhaductlon to CtuldWma Dtgffal V1deo lntrodaatlm 10 ImWmet Atumedle Proroiw�t Design Wilmedia Prototyp" MoMms5'tla Authoft integrating Msdla Concept, Multlmadla Authorin Computer f3gNwato 6mtion and TsnninolM Planning and writing a So* Hands-on vinvai S"Ity Careen In Virtual m"Iftyy Fundamentals of the Andmatlon Process Art 01motlon and Motion Graphics CGI VIA NTCA: Standards And Practicwa Mr 9rmdt:ast Graphics Production FINE ARTS /ART AP'PR90tATION COUR395 Appraleing MUquee and C0119CIlblea How to Start an Art Collactlon History of Jswsiry History of Blass mia 0I9014 844 41L -MG 3150 • "T!0 : W -91 -9 �d9 ,(" v$IJr r "Oundat l0n C]JJ v,. JyyIJ JWIY ...L •1 �_...r r ter• rcL:714- Jd9-d153 May 1� "x5 Hfatcry of Art CWOMparary Medieval Renaissance Impressiontarn Mdd0M Lcoktng at Art for 154MMers Art In Public Places Visiting Mu41C4ma, Galleriea, CoilecdOne and Studtos science and Art. Point of Connection vruolo CO(iP rs CallIgmphy Cartoonins C>hIkirgnb t oiA Illustration CrWivlty WO&Ihop UraWnp Drw*trtg for Kkls Drawing from the Figure FIG"( Arm •nt H"ing wOh Art painting Porspectiya Drawing Photo C: Photog Principles BHO Ito Doc uMOM Your Art: A WcdUhop for Art1st9 8toaic Photogra(:ny yaw to 55,, m tt and Now to Sell it Travel PhotNrophy for Fun and Profit Principles of Design Printmaking Vyatnrooipr DAAMAT1C !ARTS BACC Acting Aotlnb and the Suclneas of Hollywccd Using Acting 70chniques to InVrova Your Business communication $Kills introduction to Stand-up Comedy Theatrical Lighting 7'ieater Sol Uosign :2:55 Mr,r003 ~R.'.)3 .,» ..•nnr♦ 6A& CY) �rrra 114;.7 . NATZ9 90-91-5 .,18 .lam UJWN!Jbdf: .rt'dt_i'Wnuv C,UF Founnat lon 7EL; 714 -449 -4153 May 17 ":5 FASHION IMAGE Cf%fJSUVING Fashion Drawing CWthing Daaigqnn 01WAY and Marka;ing aPZZCH AND LANGUA05 Speaking Persuasively Power SDeaidng for Teens music Beginning Bluas Guitar AiCCUSM guitar MAGIC. THE PIERF'ORMAN+CE AIRY Tochniquse of Close-up Magic TephnigWs of A*mnosd Clow up And 9"Inning stand -up Magio Teahntqu9s of Advanood Stand -up and showmanship VIDEO AND TELSYISION Introductlon to Yldeo Production Producing and Dirwing: Talavision and Rlm WRITING Htwi+ to Pubilah Your Own Book How to End Your prselenco Writing Wrhing Travel Ardoles that 1394 writing for IN Juvenita Marketplace G@Mng Started; Beginning Writer's Workshop You Can be Published PWVY. Tice Read to the Creative Process WrOg a Winning taomartce Novel Launching Your WrMtlng Canw Writing and Producing the Video Documentary Wraing for FHm ar;l Tv 17 ways to Make a Living as a Writer structure, Plot, and Character Getdng Your novel Stated ano Well on (to way, A Ten Day Plan Journal Writing; An Adventure in Awarveso Pmotraading and Editing the Pro(ssslansi `Nay i_11,/4 —Q7 1256 `IB.Oq`3�r.pq 0.1 %Y) �Tm any i NJQZ :9! 46 -9f -9 :lg L%w CSt)r Fo -indat!on , r4'f r_.].JJ ... tli'1I_�W1v • - . O TEL :714- 4-19 -d15'a May 17'95 13:Sb an .0173` "P.CS PROPOSED L^rIVERSM T>,=NDED EDUCATION CLASSRS F4R CAI. STAT19 FULLIC$TON SANTA ANA.iRTIST'VILLACC geft'a Iceneo Parparadai C'. mm and 14taloYMttg.Rrimlyi u (C2rti$c9tC Progta l) Crima Analysis Drat Aarlysio C6us Aaalyaia Applicrtiaas ilasiC C16a nia of Giminal Jntelliganca Criminal lntollig=a Analysis Crknittnl lava rrtiva Aualyeia I Criminal luvaetlgittivt Analysis II Law Enforactstcn[ Reacarch and Stadr -l"I Ibietheda Pm- ticurn In Crinoe nod Iniellil=c. Anelyais momtrearoiuiBaakieg undattuv[taix mid J&wft-&UV)dW }lank I.o dingg Short. 7csm Huaittcas Loma% Tniermaata- 'farm Husinur, Leans Lagal7asuosin Secured Landing - Real Estate Lending Internutional lending and Loan Service% Ca=wmiai Bank Wndin� and ft E: veragui Buyout Problem Loma fly' i (Cariillcate Pnt(trnm) LoanOfIgI.Aa ofMnngwxeRanking T.onn:7ticlriadon I,wn pnv". %siru Motgage Law and complinnre Loan Underwriting and Appraloal Review Loan Closinss Pandarncntal1� +zSrcernwrvlvtoMgafyeSlarkodng I.crar+S+trvicin$ (Cetltlicwt i?mgram) .~j„c.31$nntnv�a'Ni +n .rnm +nk. (CeilSttCat! P�S�La1S2) School. Ausincis MAnapr=t PAsk .6A=& otrgnt in Suha [ Syattxnn Facilides Planning and Praporty ManegMtenl. In School Syslrnu $chooi Dia•,ticr Uudgat 06*ie1fVn ant and Adminiatratma Maintenance, Oyferation And 1himfpottatioo in School SyAtn+> Management N7mhaciug, Fm d 8-ML,". slid Civic CrAdiar Autiviiiex ui Sclitxd Syttartl: -_.._ ...... «.r..n ..n ..• w to IA"= ]J -U]. •di ..v rq JJJ vJVd'J, _WIV _'GJC_J�,'5..• ..� CSUP Fll1iioat!on "i._ 7 14-::49 - J. 1 SIT May 1. ° ti 57 ;VC.003,.P...K "+�a^u"a� $It�aBk 73�1�^-�Smanl lca:,t'dl T$e Contemg6rary 5chtxsl8,asintA85 Mana>ier School Diwttllec Accounting and .Auditing Schtwl Susinssu Information Syatams Pr=ticvtU In School OuwinGSa MV u ,;Lnattr Imfmd Manti:5 -0n lntnwluuiltaJ w IitC 1JUatta; bntermedl atC -Uvel IgLCCACt Wurld wiac wu8: A xnlnlw•an lmratiuetlan t�cttan W +y' ptogneruning Advanced C++ PWamming ClienUServer Rapid.Appllcations DoWopallant Powerbuilder 3:J �fit�stu p�yp {Ccriticato Pmgram) Pandamentals of C PnYgru rmr ing (-aapage 1nt rmdlarc C Programming Advanced C rin>grnrnmin9 P t�iented PWgrammleor (Corificate Program) a@C ulsofC++ Puedmwatals of Sn- !twk Ob*t-0iiarkiod analytic 06�eoC-Nomad Dt3ign t)h w, --o eved Tt,.rhMgnrs, iA'rUOUCra�atiem (Ccr±i�it:a:L' Pruv m) Pundue:.ectaiu 5f '*t53C Advaacad Skit FrogtammiuR j_ eaign of tho UNIX �YatinQ 9YAWn UrvIT Utilities M�.�a�yy}7 AEb�{�ti MicmaO Q5. Fart l: 8asa,^ Skills Mlcrowurt 00$. Part 2: Ths DVS 5bdI. D0® :_diter, and 13ATCH Fdzi NUcrosoft Went 2.0. Pmt 1: B"ic Skills ,vUm,oaoiL Wotd 2.0, Past 2: Adv=mti Fc+uw'ea Micraautt Windaws 3.1. Part 1: 803IC T411a NiicwNu(t wutduws 3.1, Part 2. Winz;uwa AEJ:mxk)ry Progr47nw L,etua i -2.3, Part 1: WovkR heet 9wicv and Gruph[eg Skills Low* J -1.3. Part Z: vatabaso Ind .Niuro SM''s vf�£ menY1. F, �cr..v l:-.. LVorl txhtan ..sayi411ll7t°•..�.'f'.:4TC.7B PrincipiCS Mfcroxaft Access and Data6awe Management. Fart I Microsoft A=m and Database Munagerntmt Pan 2 nrm x!astE W su IA20 9,s:) ' M461t C : 39 -41 -3 :A8 I" i77—U7a Vii; 'U.7: c 1 rot cv.iz u.. WIN l!v+Yv Ic:c_..,�-i:,. 0 x0':111 da t. mn i° ?l4 ^jrC 12 `,S ''•IC.]f °' adntexh Ctfmnura+ Ann�in� Quurk?tP:cau�.".: Bcginala6 quark}IPteur, 3•1: Intermediate QumrkUP%css 1.2: Advattccd Adou 4 lllttutrator 3.0: Beginning .A+doiA Illustrator 5.0: InMrinedieto Adobe Ilfuoaator 5.Ot Adveaccd .Adobe photosllop 2.5 Banda -Or Introduction to the Apple 'MacinLrut Grand Tour oi'Maeitotualt Chaphics Applitatliuts Iianda-C i Tour c[ MAoinutah And Key Applications MuWsiw4o Presaututiurui with MautuMind Director DIINines }low To 5Un .and 3uii0 :A 3ucc. stful CDmU!nng Busin*ta Dcsi$aie14 Lff4ctive Adi iltat Work flow To Frlarket Ynur Smaii Business Wt t:l~S16 gkt `IL t]3i3 315J NdBf:g Ss -9: 4 18 LQS :995 - 175 -1; t[':S.' PACE Ci EXHIBIT D