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HomeMy WebLinkAboutDELHI CENTER (3) - 2016INsuRANCE ON FILE V�k Wt}M MAY PROCEED UNTIL [INSURANCE EXPIRES CLERK Or COUNCIL " QATF:� SECOND AMENDMENT TO THE GROUND LEASE AGREEME-INT BETWEEN THE CITY OF SANTA AArA AND v THE DELHI CENTER THIS SECOND AMENDMENT" 1'O THE GROUND LEASE AGREEMENT is entered into ` this P day of July, 2016 by and between the City of Santa Ana, a municipal corporation and charter city duly organized and existing under the Constitution, and laws of the State of California ("Landlord"), and the Delhi Center, a California nonprofit public benefit corporation ("Tenant") (collectively referred to as the "Parties"), RECITALS A. The parties entered into that certain Ground Lease Agreement # A-2000-154 dated September 5, 2000 ("Ground Lease"), by which the Landlord leased real property to the Tenant for construction of a Community Center. A copy of the Ground Lease is attached as Exhibit L B, On December 1, 2008, the Parties entered into First Amendrnc°nt to Ground Lease # A- 2008-334 to allow for the, construction of an expansion to the Community Center. A copy of the First Amendment is attached as Exhibit 2, C. The term of the Ground Lease is for a period of twenty (20) years, frmn September 6, 2000 through September S, 2020, and the Ground Lease remains in effect as amended. D. The Parties wish to further amend the Grormd Lease in order to extend the term for a period of twenty (20) years, as permitted by Section 1.04 of the Ground Lease. Wherefore, is consideration of toe covenants contained in the Ground Lease and First Amendment, and subject to all the terms and conditions of the Ground Lease and First Amendment, the Parties hereby agree as follows: The term of the Ground Losse shalt be extended for the twenty (20) year period beginning September 6, 2020 and ending September 5, 2040; unless terminated earlier pursuant to the applicable provisions of the Ground Lease. Except as modified by this Second Amendment, and the First Amendment, all terurs and conditions of the Ground Lease shall rearain in full force and effect. IN NVI NESS WHEREOF, the parties harettr have executed this Second Amendment to Agreement can the date and year brst written above. -- signaiures on, fidlow,'IT per,Ce -- Page I of 2 ATTEST: CITY OF SANTA ANA, a municipal corporation and charter city duly organized and existing under the Constitution and laws of the State of California MARIA D. HUIZAR r/ DAVID CAVAZOS- Clerk of the Council City Manager APPROVED AS TO FORM: DELHI CENTER, a California nonprofit public benefit corporation SONIA R. CARVALIIO City Attorney John W. Funk J RIOS Assistant City Attorney C ief ecutiv fficer RECOMMENDED FOR APPROVAL: GERARDO MOUET Executive Director of the Parks, Recreation and Community Services Agency Page 2 of 2 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Santa Ana Attn: City Clerk 20 Civic Center Plaza,M-30 Santa Ana, CA 92702 Preamble and Recitals EXHIBIT 1 Recorded in official Records, County of Orange Gary Granville, Clerk -Recorder ��"Ilillill'!Illiilll°-.°Illiilll'!III!lilllh�llllllll!I3NO FEE 20000541589 02:55pm 10110100 15 33 L02 23 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 This document exempt from recording fee per Government Code § 27383. GROUND LEASE A-2000-1 54 This lease is entered into on September 5, 2000 by and between the City of Santa Ana, a municipal corporation and charter city duly organized and existing under the Constitution and laws of the State of California, referred to in this lease as "Landlord," and the Delhi Center, a California nonprofit public benefit corporation, referred to in this lease as "Tenant." A. Landlord is the owner of certain real property in the County of Orange, State of California, described in Attachment "A ," which is attached hereto and incorporated herein and made a part of this lease (referred to in this lease as "the Premises"). B. Tenant desires to lease the Premises for the purpose of constructing a community center ("the Community Center"), appurtenant parking areas, and other related improvements (collectively referred to in this lease as "the Improvements") in accordance with the agreement of the parties as set forth in this lease. C. For purposes of constructing the Community Center the parties hereto will enter into an additional agreement wherein the Landlord agrees to use its expertise in facilitating all aspects of constructing the Community Center. ARTICLE I LEASE OF PREMISES AND TERM OF LEASE Section 1.01. Agreement to Lease For and in consideration of the rents to be paid and covenants to be performed by Tenant tinder this lease, Landlord agrees to lease the Premises to Tenant, and Tenant agrees to lease the Premises from landlord, on the terms and conditions set forth in this lease. Except as expressly otherwise provided in this lease, "the Premises" includes the real property plus any appurtenances and easements described in Attachment "A " of this lease, exclusive of any Improvements now or subsequently located on the Premises, notwithstanding that any Improvements may or shall be construed as affixed to and as constituting part of the described Premises, and without regard to whether ownership of the Improvements is in Landlord or in Tenant. Section 1.02. RESERVED Section 1.0 1, Term of Lease The term of this lease shall be for a term of 20 years, commencing at 12:01 am. on September 6, 2000 ("Commencement Date") and ending at 12:01 A,M. on September 5, 2020 ("Original Term"), unless terminated earlier pursuant to the provisions of this lease. Section 1.04. Extended Term In the event Tenant is not then in default under this lease, Tenant shall have the option and right to extend the Original Term of this lease for a period of 20 years and 10 years, respectively, commencing on the expiration of the Original Term and/or Extended term. If Tenant elects to extend the term of this lease, Tenant must give Landlord written notice of Tenant's election to extend at least 30 days before expiration of the Original Term and/or Extended Term. The written notice shall be deemed effective on personal delivery to Landlord at the Office of the Clerk of the Council or on the date it is deposited in the United States mail in accordance with the provisions of Section 12.03. During the Extended Term of this lease, if any, Landlord and Tenant shall be bound by all of the obligations, covenants, and agreements of this lease except that Tenant shall have no right to further extend the term of this lease beyond or after expiration of the second extended term granted under this section, unless agreed to in writing by the City and Delhi. References throughout this lease to "the term of this lease" shall include both the Original Term and the Extended Terms, if any, unless otherwise indicated. Section 1.05. Holding Over In the event Tenant holds over and continues in possession of the Premises after expiration of the Original Term, when Tenant has not validly exercised its option to extend the term of the lease in accordance with Section 1.03, or after expiration of the Extended Term, when Tenant has validly exercised its option to extend the term of the lease in accordance with Section 1.04, Tenant's continued occupancy of the Premises shall be considered a month-to-month tenancy subject to all the terms and conditions, of this lease. ARTICLE22 RENT Section 2.01. Annual Rent Tenant agrees to pay Landlord annual rent ("Annual Rent") for each year during the term of this lease in the amount of $1.00 (One Dollar) per year for each year of this lease, including each ensuing year of this lease subject to the option to renew, pursuant to Section 1.04 of this lease. Section 2.02 Section 2.03. Time and Place for Pa n�ofRent All Annual Rent provided for in Section 2.01 of this lease shall be paid by Tenant on an annual basis on the first day of each calendar year. Tenant may elect to pay the full amount due under the term of this lease on the original date of execution of this lease. All rent required under this lease shall be paid to Landlord at 20 Civic Center Plaza, M-30, Santa Ana, California, or any other place or places that Landlord may designate by written notice to Tenant, Section 2.04. RESERVED Section 2.05, No Partnership or Joint Venture Nothing in this lease shall be construed to render Landlord in any way or for any purpose a partner, joint venturer, or associate in any relationship with Tenant other than that of Landlord and Tenant, nor shall this lease be construed to authorize either to act as agent for the other. ARTICLE 3 USE OF PREMISES Section 3,01. Permitted Use Tenant shall use the Premises solely for the purpose of constructing, maintaining, and Leasing a Community Center to provide social, educational and recreational programs to the general public. Section 3.02. Compliance With Laws Tenant shall, at Tenant's own cost and expense, comply with all statutes, ordinances, regulations, and requirements of all governmental entities, both federal and state and county or municipal, including those requiring capital improvements to the Premises or Improvements, relating to any use and occupancy of the Premises, and specifically not limited to any particular use or occupancy by Tenant, whether those statutes, ordinances, regulations, and requirements are now in force or are subsequently enacted. If any license, permit, or other governmental authorization is required for the lawful use or occupancy of the Premises or any portion of the Premises, Tenant shall procure and maintain it throughout the term of this lease, The judgment of any court of competent jurisdiction in a proceeding brought against Tenant by any government entity, that Tenant has materially violated any such statute, ordinance, regulation, or requirement shall be conclusive as between Landlord and Tenant and shall constitute grounds for termination of this lease by Landlord. Section 3.03. Prohibited Uses Tenant shall not use or permit the Premises or any portion of the Premises to be improved, developed, used, or occupied in any manner or for any purpose that is in any way in violation of any valid law, ordinance, or regulation of any federal, state, county, or local governmental agency, body, or entity. Furthermore, Tenant shall not maintain, commit, or permit the maintenance or commission of any nuisance as now or hereafter defined by any statutory or decisional law applicable to the Premises or any part of the Premises. ARTICLE 4 TAXES AND UTILITIES Section 4.01. Tenant to Pay Taxes Tenant shall pay, if applicable, during the term of this lease, without abatement, deduction, or offset, any and all real and personal property taxes, general and special assessments, and other charges, including any increase caused by a change in the tax rate or by a change in assessed valuation, of any description levied or assessed during the term of this lease by any governmental agency or entity on or against the Premises, the Improvements located on the Premises, personal property located on or in the Premises or Improvements, and the leasehold estate created by this lease. Section 4.02. Taxable Interest Tenant recognizes that this Lease may create a possessory interest subject to property taxation and that Tenant may be subject to the payment of property taxes levied on such interest. Tenant shall pay, before delinquency, all taxes, assessments, license fees and other charges (hereinafter referred to as "taxes") that are Ievied or assessed during the term hereof against the Tenant's leasehold interest in the real property or installed or located in or upon the Premises. Section 4.03. Section 4.04. Payment Before Delinquency Any and all taxes and assessments and installments of taxes and assessments required to be paid by Tenant under this lease shall be paid by Tenant at least 10 days before each such tax, assessment, or installment of tax or assessment becomes delinquent. On the written request of Landlord, Tenant shall deliver to Landlord the official and original receipt evidencing the payment of any taxes, assessments, and other charges required under this Article, or evidence that Tenant is exempt from said taxes. Section 4.05, RESERVED Section 4.06. Contest of Tax Tenant shall have the right to contest, oppose, or object to the amount or validity of any tax, assessment, or other charge levied on or assessed against the Premises or any part of the Premises; provided, however, that the contest, opposition, or objection must be filed before the tax, assessment, or other charge at which it is directed becomes delinquent and that written notice of the contest, opposition, or objection must be given to Landlord at least 10 days before the date the tax, assessment, or other charge becomes delinquent. Landlord shall, on written request of Tenant, join in any such contest, opposition, or objection if Tenant determines that joinder is necessary or convenient for the proper prosecution of the proceedings. Tenant shall be responsible for and shall pay all costs and expenses in any contest or legal proceeding instituted by Tenant. In no event shall Landlord be subjected to any liability for costs or expenses connected to any contest by Tenant, and Tenant agrees to indemnify and hold Landlord harmless from any such costs and expenses. Section 4.07. RESERVED Section 4.08. Tax Hold -Harmless Clause Tenant shall indemnify and hold Landlord and Landlord's property, including the Premises and any Improvements now or subsequently located on the Premises, free and harmless from any liability, loss, or damage resulting from any taxes, assessments, or other charges required by this Article to be paid by Tenant and from all interest, penalties, and other sums imposed thereon and from any sales or other proceedings to enforce collection of any such taxes, assessments, or other charges. Section 4.09. Utilities Tenant shall pay or cause to be paid, and hold Landlord and Landlord's property including the Premises free and harmless from, all charges for the furnishing of gas, water, electricity, telephone service, and other public utilities to the Premises during the lease's term and for the removal of garbage and rubbish from the Premises during the term of this lease. Section 4.10. RESERVED ARTICLE S CONSTRUCTION BY TENANT Section 5.01. Duty to Construct Tenant shall, in collaboration with Landlord, construct or cause to be constructed on the Premises, a Community Center in the manner and according to the terms and conditions specified in this Article. Section 5.02. Requirement of Landlord's Written Approval No structure or other improvement of any kind shall be constructed on the Premises unless and until the plans, specifications, and proposed location of that structure or improvement have been approved in writing by Landlord. Furthermore, no structure or other improvement shall be constructed on the Premises that does not comply with plans, specifications, and locations approved in writing by Landlord. Section 5.03. RESERVED Section 5.04. RESERVED Section 5.05. RESERVED Section 5.06. RESERVED Section 5.07. RESERVED Section 5.08. RESERVED Section 5.09. Time for Completion Tenant, together with Landlord, shall cause construction of the Community Center to be commenced in accordance with the schedule for completion, provided by the program manager, and shall cause construction of the Community Center to be diligently pursued without unnecessary interruption, and shall cause the Community Center to be completed and ready for occupancy not later than three years after commencement of its construction. The time of performance by either party hereunder shall be extended where delays are due to war; insurrection; strikes; lockouts; labor disputes; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight. embargoes; lack of transportation; governmental restrictions or priority; litigation including, but not limited to, litigation challenging the validity of this transaction or any element thereof (except condemnation); severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor, or supplies; acts of the other party; acts or failure to act of the City or any other public or governmental agency or entity (other than acts or failure to act of the City shall not excuse performance by the City); or any other cause beyond the control, or without the fault of the party claiming an extension of time to perform; provided that notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. Any such extension shall be for the duration of the cause of the delay. Section 5.10. Section 5.11. Section 5.12. Ownership of Improvements Title to all Improvements, including the Community Center, to be constructed on the Premises by Tenant shall be owned by Tenant until expiration of the term or earlier termination of this lease. All Improvements, including the Community Center, on the Premises at the expiration of the term or earlier termination of this lease shall, without compensation to Tenant, then automatically and without any act of Tenant or any third party become Landlord's property. Tenant shall surrender the Improvements to Landlord at the expiration of the term or earlier termination of this lease, free and clear of all liens and encumbrances, other than those, if any, permitted under this lease or otherwise created or consented to by Landlord. Tenant agrees to execute, acknowledge, and deliver to Landlord any instrument requested by Landlord as necessary in Landlord's opinion to perfect Landlord's right, title, and interest to the Improvements and the Premises. ARTICLE 6 ENCUMBRANCE OF LEASEHOLD ESTATE Section 6.01. Tenant's Rieht to Encumber Tenant may, at any time and from time to time during the term of this lease, encumber to any institutional lender regulated by state or federal authority (referred to in this lease as "Lender"), by deed of trust or mortgage or other security instrument, all of Tenant's interest under this lease and the leasehold estate hereby created in Tenant (referred to in this lease as a "Leasehold Encumbrance") for any purpose or purposes without the consent of Landlord. However, no Leasehold Encumbrance incurred by Tenant in accordance with this Section shall, and Tenant shall not have power to incur any encumbrance that shall, constitute in any way a lien or encumbrance on Landlord's fee interest in the Premises. Any Leasehold Encumbrance shall be subject to all covenants, conditions, and restrictions set forth in this lease and to all rights and interests of Landlord, except as is otherwise provided in this lease. Tenant shall give Landlord prior written notice of any Leasehold Encumbrance, together with a copy of the deed of trust, mortgage, or other security interest evidencing the Leasehold Encumbrance. Section 6.02. Notice to and Service on Lender Landlord shall mail to any Lender who has given Landlord written notice of its name and address, a duplicate copy of any and all notices Landlord may from time to time give to or serve on Tenant in accordance with or relating to this lease, including but not limited to any notice of default, notice of termination, or notice regarding any matter on which Landlord may predicate or claim a default. Any notices or other communications permitted by this or any other section of this lease or by law to be served on or given to Lender by Landlord shall be deemed duly served on or given to Lender when deposited in the United States mail, first-class postage prepaid, addressed to Lender at the last mailing address for Lender furnished in writing by Lender to Landlord. Section 6.03. Additional Right to Encumber Tenant may, at any time and from time to time during the term of this lease, encumber to the California Department of the Youth Authority, pursuant to California Welfare and Institutions Code Section 990, et seq. Section 6.04, RESERVED Section 6.05. RESERVED Section 6.06. RESERVED Section 6,07, RESERVED Section 6.08. RESERVED Section 6.09. RESERVED Section 6.10. RESERVED Section 6.11. Lender as Inchuline Subsequent Security Holder The term "Lender" as used in this lease shall mean not only the institutional lender that loaned money to Tenant and is named as beneficiary, mortgagee, secured party, or security holder in the Security Instrument creating any Leasehold Encumbrance, but also all subsequent purchasers or assignees of the leasehold interest secured by the Leasehold Encumbrance. Section 6.12. Two or More Lenders In the event two or more Lenders each exercise their rights under this lease and there is a conflict that renders it impossible to comply with all requests of Lenders, the Lender whose Leasehold Encumbrance would have senior priority in the event of a foreclosure shall prevail. ARTICLE 7 REPAIRS AND RESTORATION Section 7.01. Maintenance by Tenant At all times during the term of this lease Tenant shall, at Tenant's own cost and expense, keep and maintain or cause to be maintained the Premises and all Improvements thereon (including but not limited to the Community Center) in good working order, condition and appearance. Tenant shall make all reasonable and necessary repairs, replace broken, damaged or worn structural components or fixtures so as to keep the Community Center in a safe, usable condition, and perform housekeeping operations as required, so as to keep the premises and Improvements clean, attractive and free from the accumulation of any litter, garbage, debris or waste material. If, at any time, Tenant fails to maintain or cause to be maintained the Premises as required by this section, and said condition is not corrected after the expiration of a reasonable period of time not to exceed thirty (30) days from the date of written notice from Landlord, Landlord may perform the necessary maintenance and Tenant shall pay all costs incurred, for such maintenance. Section 7.02. Requirements of Governmental Agencies At all times during the term of this lease, Tenant, at Tenant's own cost and expense, shall do all of the following; (a) Make all alterations, additions, or repairs to the Premises or the Improvements on the Premises required by any valid law, ordinance, statute, order, or regulation now or hereafter made or issued by any federal, state, county, local, or other governmental agency or entity; (b) Observe and comply with all valid laws, ordinances, statutes, orders, and regulations now or hereafter made or issued respecting the Premises or the Improvements on the Premises by any federal, state, county, local, or other governmental agency or entity; (c) Contest if Tenant, in Tenant's sole discretion, desires by appropriate legal proceedings brought in good faith and diligently prosecuted in the name of Tenant, or in the names of Tenant and Landlord when appropriate or required, the validity or applicability to the Premises of any law, ordinance, statute, order, or regulation now or hereafter made or issued by any federal, state, county, local, or other governmental agency or entity; provided, however, that any such contest or proceeding, though maintained in the names of Tenant and Landlord, shall be without cost to Landlord, and Tenant shall protect the Premises and Landlord from Tenant's failure to observe or comply during the contest with the contested law, ordinance, statute, order, or regulation; and (d) Indemnify and hold Landlord and the property of Landlord, including the Premises, free and harmless from any and all liability, loss, damages, fines, penalties, claims, and actions resulting from Tenant's failure to comply with and perform the requirements of this Section. Section 7.03. Tenant's Duty to Restore Premises If at any time during this lease's term, any Improvements now or hereafter on the Premises are destroyed in whole or in part by fire, theft, the elements, or any other cause not the fault of Landlord, this lease shall continue in full force and effect and Tenant, at Tenant's own cost and expense, shall repair and restore the damaged Improvements. Any restoration by Tenant shall comply with original plans for the Improvements described in Article 5, except as may be modified by Tenant to comply with the terms of any sublease of the Improvements, or except as may be otherwise modified by Tenant and approved in writing by Landlord. The work of repair and restoration shall be commenced by Tenant within 240 clays after the damage or destruction occurs and shall be completed with due diligence not later than one year after the work is commenced. In all other respects, the work of repair and restoration shall be done in accordance with the requirements for original construction work on the Premises set forth in Article 5 of this lease. Tenant's obligation for restoration described in this Section shall exist whether or not funds are available from insurance proceeds. Section 7.04. Option to Terminate Lease for Destruction Notwithstanding Section 7.03 of this lease, Landlord shall have the right to terminate this lease if the Improvements are damaged or destroyed by a casualty for which Tenant is not required under this lease to carry insurance and the cost to repair or restore the damaged or destroyed Improvements exceeds 50 percent of the fair market value of the Improvements immediately before the damage or destruction, provided Tenant does not notify Landlord, in writing, of its intent to repair, subject to Section 7.03 of this Agreement. Section 7.05. Application of Insurance Proceeds Any and all fire or other insurance proceeds that become payable at any time during the term of this lease because of damage to or destruction of any Improvements on the Premises shall be paid to Tenant and applied by Tenant toward the cost of repairing and restoring the damaged or destroyed Improvements in the manner required by Section 7.03 of this lease, or, if this lease is terminated under Section 7.04, applied by Tenant toward payment of the Leasehold Encumbrance(s). ARTICLE 8 INDEMNITY AND INSURANCE Section 8.01. Indemnity Agreement Tenant shall indemnify and hold. Landlord and Landlord's property, including the Premises and Improvements now or hereafter on the Premises, free and harmless from any and all liability, claims, loss, damages, or expenses resulting from Tenant's occupation and use of the Premises, specifically including, without limitation, any liability, claim, loss, damage, or expense arising by reason of the following: (a) The death or injury of any person, including Tenant or any person who is an employee or agent of Tenant, or by reason of the damage to or destruction of any property, including property owned by Tenant or by any person who is an employee or agent of Tenant, from any cause whatever while that person or property is in or on the Premises or in any way connected with the Premises or with any of the Improvements or personal property on the Premises; (b) The death or injury of any person, including Tenant or any person who is an employee or agent of Tenant, or by reason of the damage to or destruction of any property, including property owned by Tenant or any person who is an employee or agent of Tenant, caused or allegedly caused by either (1) the condition of the Premises or some building or improvement on the Premises, or (2) some act or omission on the Premises of Tenant or any person in, on, or about the Premises with the permission and consent of Tenant; (c) Any work performed on the Premises or materials furnished to the Premises at the instance or request of Tenant or any person or entity acting for or on behalf of Tenant; or (d) Tenant's failure to perform any provision of this lease or to comply with any requirement of law or any requirement imposed on Tenant or the Premises by any duly authorized governmental agency or political subdivision. Section 8.02. Liability Insurance Tenant shall, at Tenant's own cost and expense, procure and maintain during the entire term of this lease a broad form comprehensive coverage policy of public liability insurance issued by an insurance company licensed by the State of California insuring Tenant and landlord against loss or liability caused by or connected with Tenant's occupation and use of the Premises under this lease in amounts not less than the following: (a) Public liability and property damage insurance with a single combined liability limit of not less than $1,000,000.00 (One Million Dollars) insuring against all liability of Tenant and its authorized representatives arising out of and in connection with Tenants use or occupancy of the Premises. Section 8.03. Fire and Casualty Insurance Tenant shall, at Tenant's own cost and expense, at all times during the term of this lease, keep all Improvements on the Premises insured for their full replacement value by insurance companies authorized to do business in the State of California against loss or destruction by fire and the perils commonly covered under the standard extended coverage endorsement to fire insurance policies in the county where the Premises are located. For as long as there is any Leasehold Encumbrance in existence, that policy shall also contain a standard lender endorsement. Section 8.04. Specific Perils to Be Insured Notwithstanding anything to the contrary contained in Section 8.03 of this lease, the insurance required by Section 8.03 of this lease shall, whether or not included in the standard extended coverage endorsement referred to in Section 8.03, insure all Improvements on the Premises against loss or destruction by windstorm, cyclone, tornado, hail, explosion, riot, riot attending a strike, civil commotion, malicious mischief, vandalism, aircraft, fire, smoke damage, and sprinkler leakage. Furthermore, the insurance required by Section 8.03 of this lease during the construction of the Community Center described in Article S shall include coverage for course of construction, vandalism, and malicious mischief, insuring the Community Center during its construction and all materials delivered to the site of the Community Center for their full insurable value. Section 8.05. Deposit of Insurance With Landlord and Lender Tenant shall, within 10 days after the execution of this lease and promptly thereafter when any such policy is replaced, rewritten, or renewed, deliver to Landlord and Lender a true and correct copy of each insurance policy required by this Article of this lease or a certificate executed by the insurance company or companies or their authorized agent evidencing that policy or policies. Section 8.06. Notice of Cancellation of Insurance Each insurance policy required under this Article shall contain a provision that it cannot be cancelled for any reason unless 30 days' prior written notice of the cancellation is given to Landlord and to Lender in the manner required by this lease for service of notices on Landlord by Tenant. ARTICLE 9 CONDEMNATION Section 9.01, Total Condemnation If, during the tenn of this lease, fee title to all of the Premises or to all of the Improvements, or the entire leasehold estate of Tenant is taken under the power of eminent domain by any public or quasi -public agency or entity (a "Total Taking"), this lease shall terminate as of 12:01 A.M. on whichever of the following occurs first: (1) the date legal title becomes vested in the agency or entity exercising the power of eminent domain, or (2) the date actual physical possession is taken by the agency or entity exercising the power of eminent domain. Thereafter, both Landlord and Tenant shall be released from all obligations under this. lease. Section 9.02. Partial Taking -Parking Areas If, at any time during the term of this lease, a taking occurs that is less than a Total Taking and affects the parking areas for the Community Center, all compensation and damages payable for that taking shall be made available to and used, to the extent reasonably needed, by Tenant to repair any portion of the remaining parking areas damaged by the taking and to replace the parking areas taken with other new parking areas on the portion of the Premises not taken, provided that replacement is then permitted by existing law. Plans and specifications for the replacement parking areas must first be approved in writing by Landlord. Notwithstanding anything to the contrary in this Section, if the portion of the parking areas taken by eminent domain results in a net loss of 25 percent or more of the area of the Premises that can, after considering any replacement parking areas that can be lawfully constructed on the remaining portion of the Premises by reasonable methods, be devoted to parking areas as compared with the area devoted to those parking areas immediately before the taking, Tenant may terminate this lease in the manner prescribed by Section 9.04 of this lease. Section 9.03. Partial Taking -Improvements If at any time during the term of this lease a taking occurs that is less than a Total Taking and affects the rentable portion of the Improvements on the Premises, all compensation and damages payable for that taking (excluding any portion payable for a taking of parking areas) shall be made available to and used, to the extent reasonably needed, by Tenant to repair any portion of the remaining rentable portion of the Improvements damaged by the taking and to replace the rentable portion of the Improvements taken with other new rentable space on the portion of the Premises not taken, provided that replacement is then permitted by existing law. Plans and specifications for the replacement rental space must be compatible, in terms of architecture and quality of construction, with the Improvements not taken and must be first approved in writing by Landlord. Notwithstanding anything to the contrary in this Section, if the rentable portion of the Improvements taken by eminent domain results in a net loss of 25 percent or more of the area of the Premises that can, after considering any replacement rentable space that can be lawfully constructed on the remaining portion of the Premises, be devoted to rentable space as compared with the area devoted to that rentable space immediately before the taking, Tenant may terminate this lease in the manner prescribed by Section 9.04 of this lease. Section 9.04. Termination for Partial Takine Tenant may terminate this lease for the reasons stated in either Section 9.02 or Section 9.03 of this lease, or both, by serving written notice of termination on Landlord within 90 days after Tenant has received from Landlord or from the condemning authority written notice of an intended taking that sets forth the extent and scope of the intended taking. If Tenant elects to terminate this lease, the effective date of termination shall be the earlier of (1) the date of termination specified in Tenant's notice to Landlord or (2) the date the condemning authority takes physical possession of the portion of the Premises taken by eminent domain. On termination of this lease under this Section, all subleases and subtenancies in or on the Premises or any portion or portions of the Premises created by Tenant under this lease shall also terminate and the Premises shall be delivered to Landlord free and clear of all such subleases and subtenancies; provided, however, that Landlord may, at Landlord's option, by mailing written notice to any subtenant, allow the subtenant to attorn to Landlord and continue its occupancy on the Premises as a tenant of Landlord. Section 9.05. ARTICLE 10 ASSIGNMENT AND SUBLEASING Section 10.01, No Assignment Without Landlord's Consent Tenant may assign this lease or any interest in this lease, subject to the prior written consent of Landlord. Landlord shall grant consent if the proposed assignee is financially qualified and has sufficient experience in the operation and management of a community center. to perform all the agreements, undertakings, and covenants of this lease and all other agreements entered into by Tenant which relate to the management, operation, maintenance, construction, and restoration of the Improvements and the Premises. To assist Landlord in determining whether or not the proposed assignee is so qualified, Tenant shall furnish to Landlord at no expense to Landlord, before that assignment, detailed and complete financial statements of the proposed assignee, audited by a certified public accountant reasonably satisfactory to Landlord (if the proposed transferee causes its statements to be so audited in its normal course of business), together with detailed and complete information about the business of the proposed assignee, including its experience in operating community centers, the use to be made of the Premises and Improvements by the proposed assignee, projections by the proposed assignee of the sources of funds to be used to repay any indebtedness of Tenant that the proposed assignee will assume or take subject to, or agree to pay to Tenant, and other claims on and requirements for those finds, together with any other information as Landlord may reasonably require to assist Landlord in determining whether or not the proposed assignee is so qualified, Landlord shall have 30 days after receipt of the information described above to notify Tenant of whether it consents or does not consent to the proposed assignment. A consent by Landlord to one assignment shall not be deemed to be a consent to any subsequent assignment. Any assignment made contrary to the terms of this Section shall be null and void unless otherwise permitted by this Article. Section 10.02. Leasehold Encumbrances and Subsequent Transfers Notwithstanding the provisions of Section 10.01 of this lease, Tenant may without the prior written consent of Landlord transfer and assign all Tenant's interest under this lease and Tenant's leasehold estate created under this lease to a Lender under a Leasehold Encumbrance (as defined in Section 6.01 of this lease). Any transfer, conveyance, or assignment resulting from a foreclosure or acceptance of a deed in lieu of foreclosure by any Lender (as defined in Section 6.01 of this lease), or any transfer, conveyance, or assignment by any Lender following its acquisition of this lease and the leasehold estate of Tenant created by this lease as a result of foreclosure or acceptance of a deed in lieu of foreclosure shall not require the prior consent of Landlord. Section 10.03. Tenant's Right to Sublease Tenant shall have the right to sublease all or any portion of the Premises from time to time, and at all times during the term of this lease, without Landlord's consent; provided, however, that the following conditions are met: (a) The term of any sublease shall not extend beyond the term of this lease; (b) Any and all subleases shall be expressly made subject to all of the terms, covenants, and conditions of this lease; and (c) Any subtenant shall be required to attorn to Landlord in the event of Tenant's default Linder this lease. ARTICLE 11 DEFAULT AND REMEDIES Section 11.01. Continuation of Lease in Effect Should Tenant breach this lease and abandon the Premises before the natural expiration of the lease's term, Landlord may continue this lease in effect by not terminating Tenant's right to possession of the Premises, in which event Landlord shall be entitled to enforce all Landlord's rights and remedies under this lease, including the right to recover the rent specified in this lease as it becomes due under this lease. Section 11.02. Termination and Unlawful Detainer In the event of a tenant default under this lease, Landlord may terminate this lease by written notice to Tenant and may also do the following: (a) Bring an action to recover the following from Tenant: (1) The worth at the time of award of the unpaid rent that had been earned at the time of termination of the lease; or (2) Any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant's failure to perform Tenant's obligations under this lease; and (b) Bring an action, in addition to or in lieu of the action described in subparagraph (a) of this Section, to reenter and regain possession of the Premises in the manner provided by the laws of unlawful detainer of the State of California then in effect. Section 11.03. Breach and Default by Tenant All covenants and agreements contained in this lease are declared to be conditions to this lease and to the term hereby leased to Tenant. Should Tenant fail to perform any provision, covenant, condition, or agreement contained in this lease and the default is not be cured within 30 days after written notice of the default is served on Tenant by Landlord, then Tenant shall be in default under this lease. Section 11.04. Cumulative Remedies The remedies given to Landlord in this Article shall not be exclusive but shall be cumulative with and in addition to all remedies now or hereafter allowed by law and elsewhere provided in this lease. Section 11,05, Waiver of Breach The waiver by Landlord of any breach by Tenant of any of the provisions of this lease shall not constitute a continuing waiver or a waiver of any subsequent breach by Tenant of either the same or a different provision of this lease. Section 11.06. Surrender of Premises On expiration or earlier termination of this lease, Tenant shall surrender the Premises and all Improvements in or on the Premises to Landlord in as good, safe, and clean condition as practicable, reasonable wear and tear excepted. Section 11.07. Arbitration A. Arbitration of Disputes. [Note that the provisions of this Section are not applicable and binding unless initialed by both Parties.] 1. Any claim, controversy, dispute or disagreement related to this Agreement shall, at the request of either Party hereto, be submitted to final and binding arbitration before the American Arbitration Association ("AAA") in Orange County, California, pursuant to the AAA's Commercial Arbitration Rules in effect at the time a request for arbitration is filed (the "AAA Rules"). The Parties hereby irrevocably consent to venue in Orange County, California. The arbitrator (the "Arbitrator") shall be appointed pursuant to the procedures set forth in the AAA Rules. The arbitration shall commence at the earliest possible opportunity unless otherwise agreed in writing by the Parties hereto. The Parties shall promptly and diligently cooperate with one another and the Arbitrator, and shall perform such acts as may be reasonably necessary to obtain a prompt and expeditious resolution of the dispute or controversy in accordance with the terms hereof. The Parties agree that the Arbitrator shall have the power to decide all issues of fact and law and report its decision thereon and issue all legal and equitable relief appropriate ander the circumstances of the controversy or dispute before it. The Arbitrator shall try all issues, whether of fact or law, and record a finding and judgment thereon and shall hear and determine all pretrial issues and motions and post -trial motions related to the judgment filed or to be filed and to act on all matters related thereto which may be within the jurisdiction of the Superior Court of the State of California. With respect to substantive (as opposed to procedural) matters, the Arbitrator shall be required to apply the laws of the State of California when deciding the issues of the Arbitration and rendering its decision. Except as otherwise provided by the AAA Rules, all rules of evidence as set forth in the California Evidence Code, other statutory and decisional law of California and all local court rules and California Rules of Court shall be applicable to any proceeding before the AAA. The Arbitrator shall render its final decision in writing, stating the reasons for each component of its decision. The Parties agree to be bound by the final decision of the Arbitrator and to promptly provide the Arbitrator and the other Party(ies) with any and all documents, instructions or other information necessary to allow the Arbitrator to arrive at its decision and to give effect to that decision. The cost of such proceedings shall be borne equally by the Parties to the dispute. 2. Delhi's resort to, or participation in, any arbitration proceeding shall not bar shit by Delhi in a court of competent jurisdiction for specific performance unless and until the arbitration proceeding results in a judgement in favor of the City in which event such judgement and award shall act as a bar against any further action by Delhi for specific performance. 3. BY INITIALING IN THE SPACE BELOW, THE PARTY INITIALING IS AGREEING TO THE ARBITRATION PROVISIONS SET FORTH IN THIS SECTION AND IS AGREEING TO GIVE UP SUCH RIGHTS AS THE PARTY MIGHT OTHERWISE POSSESS TO HAVE SUCH DISPUTE(S) LITIGATED IN A COURT AND/OR IN FRONT OF A JURY. FURTHER, BY INITIALING BELOW, THE PARTY INITIALING ACKNOWLEDGES AND AGREES THAT; (i) IT IS GIVING UP ANY RIGHTS TO DISCOVERY AND/OR APPEAL UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE ARBITRATION PROVISION OF THIS SECTION OR OTHERWISE PROVIDED FOR BY WAY OF THE AAA RULES OR THE MUTUAL AGREEMENT OF THE PARTIES IN SUCH ARBITRATION PROCEEDING, AND (ii) IF IT REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, SAID PARTY MAY BE COMPELLED TO ARBITRATE T THORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. City De-1hi ARTICLE 12 OTHER PROVISIONS Section 12.01. Force Majeure Except as otherwise expressly provided in this lease, if the performance of any act required by this lease to be performed by either Landlord or Tenant is prevented or delayed by reason of any act of God, strike, lockout, labor trouble, inability to secure materials, restrictive governmental laws or regulations, or any other cause, except financial inability, not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused. However, nothing contained in this section shall excuse the prompt payment of rent by Tenant as required by this lease or the performance of any act rendered difficult or impossible solely because of the 'financial condition of the party required to perform the act. Section 12.02. Attorneys' Fees Should any litigation be commenced between the parties to this lease concerning the Premises, this lease, or the rights and. duties of either in relation thereto, each party in that litigation shall bear its own attorney fees and costs associated therewith. Section 12.03. Notices to Landlord Except as otherwise expressly provided by law, any and all notices or other communications required or permitted by this lease or by law to be served on or given to Landlord by Tenant or any Lender described in Article 6 of this lease shall be in writing and shall be deemed duly served and given when personally delivered to Landlord by personal service on the Cleric of the Council, or, in lieu of personal service, when deposited in the United States mail, first-class postage prepaid, and sent by express mail that allows for tracking, addressed to Landlord at Cleric of the Council, City of Santa Ana, 20 Civic Center Plaza, M-30, Santa Ana, California, 92701. Landlord may change Landlord's address for the purpose of this section by giving written notice of that change to Tenant in the manner provided in Section 12.01; Tenant shall then transrnit a copy of that notice to any Lender described in Article 6 of this lease. Section 12.04. Notices to Tenant Except as otherwise expressly provided by law, any and all notices or other communications required or permitted by this lease or by law to be served on or given to Tenant by Landlord shall be in writing acid shall be deemed duly served and given when personally delivered to Tenant, any managing employee of Tenant, or, in lieu of personal service, when deposited in the United States mail, first-class postage prepaid, and sent by express mail that allows for tracking, addressed to Tenant at Delhi Community Center, 542 East Central Avenue, Santa Ana, California, 92707. Tenant may change its address for the purpose of this section by giving written notice of that change to Landlord in the manner provided in Section 12.03 of this lease. Section 12.05. Governing Law This lease, and all matters relating to this lease, shall be governed by the laws of the State of California in force at the time any need for interpretation of this lease or any decision or holding concerning this lease arises. Section 12.06. Binding on Heirs and Successors This lease shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties hereto, but nothing in this section shall be construed as a consent by Landlord to any assignment of this lease or any interest in the lease by Tenant except as provided in Article 10 of this lease. Section 12.07. Partial Invalidity If any provision of this lease is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this lease shall remain in full force and effect unimpaired by the holding. Section 12.08. Sole and Only Agreement This instrument constitutes the sole and only agreement between Landlord and Tenant respecting the leasing of the Premises to Tenant and the lease terms set forth in this lease, and correctly sets forth the obligations of Landlord and Tenant to each other as of its date. Any agreements or representations respecting the leasing to Tenant by Landlord, or any other matter regarding this lease not expressly set forth in this instrument are null and void. Section 12.09. Time of Essence Time is expressly declared to be of the essence of this lease. Section 12.10. Recordation of Lease This Lease, its Exhibits, and all attachments thereto, shall be recorded with the County Recorders Office, County of Orange, California, pursuant to California Government Code Section 37393. IN WITNESS WHEREOF the parties hereto have executed this Agreement the date and year first above written. ATTEST: Patricia E. Healy Cleric of the Council APPROVED AS TO FORM: CITY OF SANTA ANA, a municipal corporation and charter city duly organized and existing Linder the Constitution and laws of the State of California DELHI CENTER, a California nonprofit public benefit corporation Irenc'mar Executive Al Chavez Chair Board of Trustees CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California as, County of _ On%2t a before me, Lt� i/ f1 .1u Date Name end 79Ia of ofliorer (oR_ "Jane Doe, Nciery Pualll personally appeared by t-7, Na eta) of sigore(d) ul, 1114111;1 i ❑ personally known to me X proved to me on the basis of satisfactory evidence to be the perscn(tj- whose namefs} is/ew subscribed to the within instrument and acknowledged to me that he/shefth'ey executed the same In hisit*mtr authorized capacity( j; and that by hist4e#t#eir signaturefv) on the instrument the person{s}, or the entity upon behalf of which the persom(e)— acted, executed the instrument, WITNESS my hand and official seal. Piece Notary Seal Above. IOaatul'a of Notary Public OPTIONAL rhough the information below is not required by taw, it may prove valuable to persons retying on the document and could prevent fraudulent removal and reattachment of this form to another documeni. Description of Attached Document Title or Type of Document: Document Date: Signers) Other Than Named Above: Capacity(les) Claimed by Signer Signer's Name: D Individual ❑ Corporate Officer—Title(s): C_l Partner —111 Limited ❑ General ❑ Attorney in Fact I I Trustee ❑ Guardian or Conservator I I Other: Signer Is Representing: Number of Pages: I 0 19F9 Naticnel Notary Aesocleh, • 9360 D. Soto Ave, RD, e.%2402 • chaomrlh, GA 913132402 • www.nalional9olaryAr9 Prod. No. 6097 Raorder', CnII TolbRruo 1.000.976.0927 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of 04A'G- :l ss. Ona , ,9,900 before me, a`/ 1,2,jt5eTli "J A l TYA,Z 4,4,er Date Name and Title eP D81aeY (e,g„ "lone Dae, Notary P IIC') personally appeared ( X1f;A/f- Te /f�f>---- Name(s) of 319ner(5) ❑ personally known to me 'V proved to me on the basis of satisfactory evidence to be the person( whose names) is/are 151I1ABErf1 A. RANG subscribed to the within instrument and Commission# 1273053 acknowledged to me that-hre/sherr"y executed NotaryPublic- Coital the same in-ft�q/therr- authorized orange County My Corrun. Eirm Aua a x(14 capacity(ies), and that bykris/her/th.eir signature(s) on the instrument the person(s°), or the entity upon behalf of which the persorl acted, executed the instrument. WITNESS my hand and official seal. ��� �� e Place Notary Seal Above Slgnalure of Notery Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: ❑ Individual ' Tap of thumb here. ❑ Corporate Officer—Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 0 1999 National Notary Assoola11P11, 9800 Do Solo Ava„ P.O. 0ox 2402 • Chatsworth, CA 913132402 • www.nationalnOtary.org Pan. Na. 5907 Reorder: Call fill -Fina I-600676--6027 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ss. County of Orange On 10/04/2000 before me, Elizabeth A. Dang, Notary Public Date Name and Title of Officer (ag., "Jena Dae, Notary Public") personally appeared Miguel A. PulAdo Names) of Signer(a) ELIZARE'fM A. RANG ConvmtssCorl iF 12753 R No Public - CarlfOfrual Orange County EAyCxrun. mSAu{Zb,2lk�t Place Notary Seal Above Q personally known to me ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose names) is/are subscribed to the within instrument and acknowledged to me that heLsbl executed the same in his/NW#-e# authorized capacity4ss4,– and that by his/heqti signaturel on the instrument the person*,, or the entity upon behalf of which the person(} acted, executed the instrument. WITNESS my hand and official seal. j.?l 4'i 6l9nature of Notary Puhlic OPTIONAL - Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s): ❑ Partner -17.1 Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Number of Pages: RIGHr7aUMBPRINT. OF SIGNER LN 0 1999 National Note,, Aesorinllon•9330 De Soto Ave., PO. Box 2402• Chatsworth, CA 01313-2402• wwwnatlonalnol0ryorg Prot, No. 5907 Roordon. Cell Toll -Res 1�6008766027 Attachment ---------- .......... F--= krA--Igmm CEICT RAL AVE t:3 1==3 -CJ.:- a ME, Sal,I It F--= krA--Igmm CEICT RAL AVE t:3 1==3 -CJ.:- a ME, Sal,I �w CD 0 0 0000 -� —77, -2 LI Q 0 C z_ n m m zu 14 of, z r D z c m ZE 1 HALLADAY STREET tNOT TO SCALES 79.18209.00' N1°29 35"E� 1 �'72973`357"E7 N1° 1 0' z tC7 nQ SIN � MKM ot° 1 I I .209.00' N1°29'35"E HALLADAY STREET tNOT TO SCALES DESCRIPTION THAT PORTION OF LOT 1 IN BLOCK 2 OF TRACT 39, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 9, PAGE 37 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS; BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 1, SAID CORNER BEING A POINT ON THE NORTH LINE OF CENTRAL AVENUE (60 FEET WIDE) AS SHOWN SAID MAP OF TRACT 39, THENCE SOUTH 880 30'25" EAST ALONG SAID NORTH LINE OF CENTRAL AVENUE A DISTANCE OF 188.82 FEET; THENCE LEAVING SAID NORTH LINE OF CENTRAL AVENUE, NORTH 1029'35" EAST A DISTANCE OF 79.18 FEET TO THE TRUE POINT OF BEGINNING, THENCE SOUTH 880 30'25" EAST A DISTANCE OF 216.99, THENCE NORTH 1029'35" EAST A DISTANCE OF 209.00 FEET; THENCE NORTH 880 30'25" WEST A DISTANCE OF 216.99; THENCE SOUTH 1029'35" WEST A DISTANCE OF 209.00 FEETTO THE TRUE POINT OF BEGINNING. A-2008.334 EXHIBIT 2 INSUROK 10110 MA CLERK DAT; FIRST AMENDMENT TO GROUND LEASE AGREEMENT BETWEEN THE CITY OF SANTA ANA 1?1SURANCEN�� PEt�U1NED AND THE DELHI CENTER NOHK 11AY pl�pGEED CLERK �F ;OUNGIL THIS FIRST AME E�IT O HE GROUND LEASE AGREEMENT is nAVq entered into this 1`x day o 008, by and between the City of Santa Ana a municipal corporation and charter city duly organized and existing under the Constitution o` and laws of the State of California, referred to in this lease as "Landlord," and the Delhi Center, a California nonprofit public benefit corporation, referred to in this lease as "Tenant." Recitals: A. The parties entered into that certain Ground Lease Agreement dated September 5, 2000, (hereinafter referred to as the "Ground Lease") by which the City leased real property to the Delhi Center for construction of a Community Center. A copy of the Ground Lease is attached hereto as Exhibit 2. B. The parties wish to keep the existing Ground Lease in full force and effect subject to the amendments contained herein. C. lir accordance with the terms and conditions of the Ground Lease generally, and section 5.02 specifically, the parties wish to memorialize their agreement to allow tenant the right to undertake further construction on site as reflected in the 3 -page site plan attached hereto as Exhibit 3. Wherefore, in consideration of the covenants contained in the Ground Lease, and subject to all the terms and conditions of said, Ground Lease, the parties hereby amend the Ground Lease as follows: 1. The definition of "the Premises" described in Paragraph A of the Preamble and Recitals of the Ground Lease is amended to include the property described in Exhibit 1 attached hereto. 2. In accordance with Section 5.02 of the Ground Lease, Delhi Center shall have the right to construct an expansion to the Community Center consistent with the site plans attached hereto as Exhibit 3, 3. Delhi Center will obtain all necessary approvals and permits to construct the real property improvements as depicted in the plans attached hereto as Exhibit 3. 4. Except as hereinabove amended, all terms and conditions of said Ground Lease shall remain in full force and effect. Pagel U2 12/2/2008 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Agreement on the date and year first written above. The Delhi Center ("Tenant"), City of Santa Ana ("Landlord") a California nonprofit public benefit A Charter City corporation By: By:-? t� Exec % . Ream City Manager By: Chair oard of Ttustees Attest: . Patricia E. Healy Clerk of the Council Approved as to Form: Joseph Fletcher, City Attorney Jpse Sandoval anaging Senior Assistant City Attorney Page 2 of 2 12/2/2008 '0 X M M o = W D OoO Z c <z m m D r � co m Z D - m O z MEASOR ST_REET- v m z r m z C m Z oN o o W _ 140. m m - ,7N7717 F-- WIW 79.18 _ _ 68.32' �I N1°29'35"E N1°29'35" - I Ito' 00 Z I� O m n mIN ol° zKm .I Xz= I I --- _ 209.00' N1°29'35"E HALLADAY STREET --1 —i -a -M0 D �J 0 Wz Q0 0 n KCD 0 LJO C7 W --I N AND WHEN RECORDED MAIL TO: City of Santa Ana Attn: r; fv r7 prix 20 Civic Center P1aza,bl-30 Santa Ana, CA 92702 Thu document exempt from recording fee per Government Code § 277&3. A-2000-1 54 GROUND LEASE Preamble and Recitals This lease is entered into on September 5, 2000 by and between the City of Santa Ana, a municipal corporation and charter city duly organized and existing under the Constitution and laws of the State of California, referred to in this lease as "Landlord," and the Delhi Center, a California nonprofit public benefit corporation, referred to in this lease as "Tenant." A. Landlord is the owner of certain real property in the County of Orange, State of California, described in Attachment "A "which is attached hereto and incorporated herein and made a part of this lease (referred to in this lease as "the.Premises"). B. Tenant desires to lease the Premises for the purpose of constructing a community center ("the Community Center"), appurtenant parking areas, and other related improvements (collectively referred to in this lease as "the Improvements") in accordance with the agreement of the parties as set forth in this lease. C. For purposes of constructing the Community Center the parties hereto will enter into an additional agreement wherein the Landlord agrees to use its expertise in facilitating all aspects of constructing the Community Center. ARTICLE 1 LEASE OF PREMISES AND TERM OF LEASE Section 1.01. Agreement to Lease For and in consideration of the rents to be paid and covenants to be performed by Tenant under this lease, Landlord agrees to lease the Premises to Tenant, and Tenant agrees to lease the Premises from landlord, on the terms and conditions set forth in this lease. Except as expressly otherwise provided in this lease, "the Premises" includes the real properly plus any appurtenances and easements described in Attachment "A " of this lease, exclusive of any Improvements now or subsequently located on the Premises, notwithstanding that any Improvements may or shall be construed as affixed to and as constituting part of the described Premises, and without regard to whether ownership of the Improvements is in Landlord or in Tenant. Section 1.02. RESERVED T 5 2' Section 1.03. Term of Lease The term of this lease shall be for a term of 20 years, commencing at 12:01 am. on September 6, 2000 ("Commencement Date") and ending at 12:01 A.M. on September 5, 2020 ("Original TernO, unless terminated earlier pursuant to the provisions of this lease. Section 1.04. Extended Term In the event Tenant is not then in default under this lease, Tenant shall have the option and right to extend the Original Term of this lease for a period of 20 years and 10 years, respectively, commencing on the expiration of the original Term and/or Extended term. If Tenant elects to extend the term of this lease, Tenant must give Landlord written notice of Tenant's election to extend at least 30 days before expiration of the Original Term and/or Extended Term. The written notice shall be deemed effective on personal delivery to Landlord at the Office of the Clerk of the Council or on the date it is deposited in the United States mail in accordance with the provisions of Section 12.03. During the Extended Term of this lease, if any, Landlord and Tenant shall be bound by all of the obligations, covenants, and agreements of this lease except that Tenant shall have no right to further extend the term of this lease beyond or after expiration of the second extended term granted under this section, unless agreed to in writing by the City and Delhi. References throughout this lease to "the term of this lease" shall include both the Original Term and the Extended Terms, if any, unless otherwise indicated. Section 1.05. Holding Over In the event Tenant holds over and continues in possession of the Premises after expiration of the Original Term, when Tenant has not validly exercised its option to extend the term of the lease in accordance with Section 1.03, or after expiration of the Extended Tenn, when Tenant has validly exercised its option to extend the term of the lease in accordance with Section 1.04, Tenant's continued occupancy of the Premises shall be considered a month-to-month tenancy subject to all the terms and conditions of this lease. ARTICLE 2 RENT Section 2.01. Annual Rent Tenant agrees to pay Landlord annual rent ("Annual Rent") for each year during the tens of this lease in the amount of S 1.00 (One Dollar) per year for each year of this lease, including each ensuing year of this lease subject to the option to renew, pursuant to Section 1.04 of this lease. Section 2.02 RESERVED Section 2.03. Time and Place for Payment of Kent All Annual Rent provided for in Section 2.01 of this lease shall be paid by Tenant on an annual basis on the first day of each calendar year. Tenant may elect to pay the full amount due under the term of this lease on the original date of execution of this lease. All rent required under this lease shall be paid to Landlord at 20 Civic Center Plaza, M-30, Santa Ana, California, or any other place or places that Landlord may designate by written notice to Tenant. Section 2.04. RESERVED 25R-6 Section 2.05. No Partnership or Joint Venture Nothing in this lease shall be construed to render Landlord in any way or for any purpose a partner, joint venturer, or associate in any relationship with Tenant other than that of Landlord and Tenant, nor shall this lease be construed to authorize either to act as agent for the other. ARTICLE 3 USE OF PREMISES Section 3.01. Permitted Use Tenant shall use the Premises solely for the purpose of constructing, maintaining, and Leasing a Commudity Center to provide social, educational and recreational programs to the general public. Section 3.02. Compliance With Laws Tenant shall, at Tenant's own cost and expense, comply with all statutes, ordinances, regulations, and requirements of all governmental entities, both federal and state and county or municipal, including those requiring capital improvements to the Premises or Improvements, relating to any use and occupancy of the Premises, and specifically not limited to any particular use or occupancy by Tenant, whether those statutes, ordinances, regulations, and requirements are now in force or are subsequently enacted. If any license, pennh, or other governmental authorization is required for the lawful use or occupancy of the Premises or any portion of the Premises, Tenant shall procure and maintain it throughout the term of this lease. The judgment of any court of competent jurisdigtion in a proceeding brought against Tenant by any government entity, that Tenant has materially violated any such statute, ordinance, regulation, or requirement shall be conclusive as between Landlord and Tenant and shall constitute grounds for termination of this lease by Landlord. Section 3.03. Prohibited Uses Tenant shall not use or permit the Premises or any portion of the Premises to be improved, developed, used, or occupied in any manner or for any purpose that is in any way in violation of any valid law, ordinance, or regulation of any federal, state, county, or local governmental agency, body, or entity. Furthermore, Tenant shall not maintain, commit, or permit the maintenance or commission of any nuisance as now or hereafter defined by any statutory or decisional law applicable to the Premises or any part of the Premises. ARTICLE 4 TAXES AND UTILITIES Section 4.01. Tenant to Pay Taxes Tenant shall pay, if applicable, during the term of this lease, without abatement, deduction, or offset, any and all real and personal property taxes, general and special assessments, and other charges, including any increase caused by a change in the tax rate or by a change in assessed valuation, of any description levied or assessed during the term of this lease by any governmental agency or entity on or against the Premises, the Improvements located on the Premises, personal property located on or in the Premises or Improvements, and the leasehold estate created by this lease. Section 4.02. Taxable Interest Tenant recognizes that this Lease may create a possessory interest subject to property taxation and that Tenant may be subject to the payment of property taxes levied on such interest. Tenant shall pay, before 251-7 delinquency, all taxes, assessments, license fees and other charges (hereinafter referred to as "taxes") that are levied or assessed during the tern hereof against the Tenant's leasehold interest in the real properly or installed or located in or upon the Premises. Section 4.03. RESERVED Section 4.04. Payment Before Delinquency Any and all taxes and assessments and installments of taxes and assessments required to be paid by Tenant under this lease shall be paid by Tenant at least 10 days before each such tax, assessment, or installment of tax or assessment becomes delinquent. On the written request of Landlord, Tenant shall deliver to Landldrd the official and original receipt evidencing the payment of any taxes, assessments, and other , charges required under this Article, or evidence that Tenant is exempt from said taxes. Section 4.05. RESERVED Section 4.06. Contest of Tax Tenant shall have the right to contest, oppose, or object to the amount or validity of any tax, assessment, or other charge levied on or assessed against the Premises or any part of the Premises; provided, however, that the contest, opposition, or objection must be filed before the tax, assessment, or other charge at which it is directed becomes delinquent and that written notice of the contest, opposition, or objection must be given to Landlord at least 10 days before the date the tax, assessment, or other charge becomes delinquent. Landlord shall,,on written request of Tenant, join in any such contest, opposition, or objection if Tenant determines that joinder is necessary or convenient for the proper prosecution of the proceedings. Tenant shall be responsible for and shall pay all costs and expenses in any contest or legal proceeding instituted by Tenant. In no event shall Landlord be subjected to any liability for costs or expenses connected to any contest by Tenant, and Tenant agrees to indemnify and hold Landlord harmless from any such costs and expenses. Section 4.07. RESERVED Section 4.08. Tax Hold -Harmless Clause Tenant shall indemnify and hold Landlord and Landlord's property, including the Premises and any Improvements now or subsequently located on the Premises, free and harmless from any liability, loss, or damage resulting from any taxes, assessments, or other charges required by this Article to be paid by Tenant and from all interest, penalties, and other sums imposed thereon and from any sales or other proceedings to enforce collection of any such taxes, assessments, or other charges. Section 4.09. Utilities Tenant shall pay or cause to be paid, and hold Landlord and Landlord's property including the Premises free and harmless from, all charges for the furnishing of gas, water, electricity, telephone service, and other public utilities to the Premises during the lease's term and for the removal of garbage and rubbish from the Premises during the term of this lease. Section 4.10. RESERVED ARTICLE 5 CONSTRUCTION BY TENANT Section 5.01. Duty to Construct Tenant shall, in collaboration with Landlord, construct or cause to be constructed on the Premises, a Community Center in the manner and according to the terms and conditions specified in this Article. Section 5.02. Requirement of Landlord's Written Annroval No structure or other improvement of any kind shall be constructed on the Premises unless and until the plans, specifications, and proposed location of that structure or improvement have been approved in writing by Landlord. Furthermore, no structure or other improvement shall be constructed on the Premises that does not comply with plans, specifications, and locations approved in writing by Landlord. Section 5.03. RESERVED Section 5.04. RESERVED Section 5.05. RESERVED Section 5.06. RESERVED Section 5.07. RESERVED Section 5.08. RESERVED Section 5.09. Time for Completion Tenant, together with Landlord, shall cause construction of the Community Center to be commenced in accordance with the schedule for completion, provided by the program manager, and shall cause construction of the Community Center to be diligently pursued without unnecessary interruption, and shall cause the Community Center to be completed and ready for occupancy not later than three years after commencement of its construction. The time ofperformance by either party hereunder shall be extended where delays are due to war; insurrection; strikes; lockouts; labor disputes; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation including, but not limited to, litigation challenging the validity of this transaction or any element thereof (except condemnation); severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor, or supplies; acts of the other party; acts or failure to act of the City or any other public or governmental agency or entity (other than acts or failure to act of the City shall not excuse performance by the City); or any other cause beyond the control, or without the fault of the party claiming an extension of time to perform; provided that notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. Any such extension shall be for the duration of the cause of the delay. Section 5.10. RESERVED Section 5.11. RESERVED 25R-9 Section 5.12. Ownership of Imaovements Title to all Improvements, including the Community Center, to be constructed on the Premises by Tenant shall be owned by Tenant until expiration of the term or earlier termination of this lease. All Improvements, including the Community Center, on the Premises at the expiration of the term or earlier termination of this lease shall, without compensation to Tenant, then automatically and without any act of Tenant or any third party become Landlord's property: Tenancshall surrender the Improvements to Landlord at the expiration of the term or earlier termination of this lease; free and clear of all liens and encumbrances, other than those, if any, permitted under this lease or otherwise created or consented to by Landlord. Tenant agrees to execute, acknowledge, and deliver to Landlord any instrument requested by Landlord as necessary in Landlords opinion to perfect Landlord's right, title, and interest to the Improvements and the Premises. ARTICLE 6 ENCUMBRANCE OF LEASEHOLD ESTATE Section 6.01. Tenant's Right to Encumber Tenant may, at any time and from time to time during the term of this lease, encumber to any institutional lender regulated by state or federal authority (referred to in this lease as "Lender"), by deed of trust or mortgage or other security instrument, all of Tenant's interest under this lease and the leasehold estate hereby created in Tenant (referred to in this lease as a "Leasehold Encumbrance") for any purpose or purposes without the consent of Landlord. However, no Leasehold Encumbrance incurred by Tenant in accordance with this Section shall, and Tenant shall not have power to incur any encumbrance that shall, . constitute in any way a lienor encumbrance on Landlord's fee interest in the Premises. Any Leasehold Encumbrance shall be subject to all covenants, conditions, and restrictions set forth in this lease and to all rights and interests of Landlord, except as is otherwise provided in this lease. Tenant shall give Landlord prior written notice of any Leasehold Encumbrance, together with a copy of the deed of trust, mortgage, or other security interest evidencing the Leasehold Encumbrance. Section 6.02. Notice to and Service on Lender Landlord shall mail to any Lender who has given Landlord written notice of its name and address, a duplicate copy of any and all notices Landlord may from time to time give to or serve on Tenant in accordance with or relating to this lease, including but not limited to any notice of default, notice of termination, or notice regarding any matter on which Landlord may predicate or claim a default. Any notices or other communications permitted by this or any other section of this lease or by law to be served on or given to Lender by Landlord shall be deemed duly served on or given to Lender when deposited in the United States mail, first-class postage prepaid, addressed to Lender at the last mailing address for Lender furnished in writing by Lender to Landlord. Section 6.03. Additional Right to Encumber Tenant may, at any time and from time to time during the term of this lease, encumber to the California Department of the Youth Authority, pursuant to California Welfare and Institutions Code Section 990, et seq. Section 6.04. RESERVED Section 6.05. RESERVED Section 6.06. RESERVED 25R-10 Section 6.07, RESERVED Section 6.08. RESERVED Section 6.09. RESERVED Section 6.10. RESERVED Section 6.11. Lender as Including Subsequent Security Holder The term "Lender" as used in this lease shall mean not only the institutional lender that loaned money to Tenant and is named as beneficiary, mortgagee, secured party, or security holder in the Security Instrument creating any Leasehold Encumbrance, but also all subsequent purchasers or assignees of the leasehold interest secured by the Leasehold Encumbrance. Section 6.12. Two or More Lenders In the event two or more Lenders each exercise their rights under this lease and there is a conflict that renders it impossible to comply with all requests of Lenders, the Lender whose Leasehold Encumbrance would have senior priority in the event of a foreclosure shall prevail. ARTICLE 7 REPAIRS AND RESTORATION Section 7.01. Maintenance by Tenant At all times during the term of this lease Tenant shall, at Tenant's own cost and expense, keep and maintain or cause to be maintained the Premises and all Improvements thereon (including but not limited to the Community Center) in good working order, condition and appearance. Tenant shall make all reasonable and necessary repairs, replace broken, damaged or worn structural components or fixtures so as to keep the Community Center in a safe, usable condition, and perform housekeeping operations as required, so as to keep the premises and Improvements clean, attractive and free from the accumulation of any litter, garbage, debris or waste material. If, at any time, Tenant fails to maintain or cause to be maintained the Premises as required by this section, and said condition is not corrected after the expiration of a reasonable period of time not to exceed thirty (3 0) days from the date of written notice from Landlord, Landlord may perform the necessary maintenance and Tenant shall pay all costs incurred for such maintenance. Section 7.02. Requirements of Qovernmental Agencies At all times during the term of this lease, Tenant, at Tenant's own cost and expense, shall do all of the following: (a) Make all alterations, additions, or repairs to the Premises or the Improvements an the Premises required by any valid law, ordinance, statute, order, or regulation now or hereafter made or issued by any federal, state, county, local, or other governmental agency or entity; (b) Observe and comply with all valid laws, ordinances, statutes, orders, and regulations now or hereafter made or issued respecting the Premises or the Improvements on the Premises by any federal, state, county, local, or other governmental agency or entity; 25R-11 (c) Contest if Tenant, in Tenant's sole discretion, desires by appropriate legal proceedings brought in good faith and diligently prosecuted in the name of Tenant, or in the names of Tenant and Landlord when appropriate or required, the validity or applicability to the Premises of any law, ordinance, statute, order, or regulation now or hereafter made or issued by any federal, state, county, local, or other governmental agency or entity; provided, however, that any such contest or proceeding, though maintained in the names of Tenant and Landlord, shall be without cost to Landlord, and Tenant shall protect the Premises and Landlord from Tenant's failure to observe or comply during the contest with the contested law, ordinance, statute, order, or regulation; and (d) Indemnify and hold Landlord and the property of Landlord, including the Premises, free and harmless from any and all liability, loss, damages, fines, penalties, claims, and actions resulting from Tenant's failure to'comply with and perform the requirements of this Section. Section 7.03. Tenant's Duty to Restore Premises If at any time during this lease's term, any Improvements now or hereafter on the Premises are destroyed in whole or in part by fire, theft, the elements, or any other cause not the fault of Landlord, this lease shall continue in full force and effect and Tenant, at Tenant's own cost and expense, shall repair and restore the damaged Improvements. Any restoration by Tenant shall comply with original plans for the Improvements described in Article 5, except as may be modified by Tenant to comply with the terms of any sublease of the Improvements, or except as may be otherwise modified by Tenant and approved in writing by Landlord. The work of repair and restoration shall be commenced by Tenant within 240 days after the damage or destruction occurs and shall be completed with due diligence not later than one year after the work is commenced. In all other respects, the work of repair and restoration shall be done in accordance with the requirements for original construction work on the Premises set forth in Article 5 of this lease. Tenant's obligation for restoration described in this Section shall exist whether or not funds are available from insurance proceeds. Section 7.04. Option to Terminate Lease for Destruction Notwithstanding Section 7.03 of this lease, Landlord shall have the right to terminate this lease if the Improvements are damaged or destroyed by a casualty for which Tenant is not required under this lease to cant' insurance and the cost to repair or restore the damaged or destroyed Improvements exceeds 50 percent of the fair market value of the Improvements immediately before the damago or destruction, provided Tenant does not notify Landlord, in writing, of its intent to repair, subject to Section 7.03 of this Agreement. Section 7.05. Application of Insurance Proceeds Any and all fire or other insurance proceeds that become payable at any time during the term of this lease because of damage to or destruction of any Improvements on the Premises shall be paid to Tenant and applied by Tenant toward the cost of repairing and restoring the damaged or destroyed Improvements in the manner required by Section 7.03 of this lease, or, if this lease is terminated under Section 7.04, applied by Tenant toward payment of the Leasehold Encumbraace(s). ARTICLE 8 INDEMNITY AND INSURANCE Section 8.01. Indemnity Agreement Tenant shall indemnify and hold Landlord and Landlord's property, including the Premises and Improvements now or hereafter on the Premises, free and harmless from any and all liability, claims, loss, 25R-12 damages, or expenses resulting from Tenant's occupation and use of the Premises, specifically including, without limitation, any liability, claim, loss, damage, or expense arising by reason of the following: (a) The death or injury of any person, including Tenant or any person who is an employee or agent of Tenant, or by reason of the damage to or destruction of any property, including property owned by Tenant or by any person who is an employee or agent of Tenant, from any cause whatever while that person or property is in or on the Premises or in any way connected with the Premises or with any of the Improvements or personal property on the Premises; (b) The death or injury of any person, including Tenant or any person who is an employee or agent of Tenant, or by reason of the damage to or destruction of any property, including property owned by Tenant or any person who is an employee or agent of Tenant, caused or allegedly caused by either (1) the condition of the Premises or some building or improvement on the Premises, or (2) some act or omission on the Premises of Tenant or any person in, on, or about the Premises with the permission and consent of Tenant; (c) Any work performed on the Premises or materials furnished to the Premises at the instance or request of Tenant or any person or entity acting for or on behalf of Tenant; or (d) Tenant's failure to perform any provision of this lease or to comply with any requirement of law or any requirement imposed on Tenant or the Premises by any duly authorized governmental agency or political subdivision. Section 8.02, Liability Insurance Tenant shall, at Tenant's own cost and expense, procure and maintain during the entire term of this lease a broad form comprehensive coverage policy of public liability insurance issued by an insurance company licensed by the State of California insuring Tenant and Landlord against loss or liability caused by or connected with Tenant's occupation and use of the Premises under this lease in amounts not less than the following: (a) Public liability and property damage insurance with a single combined liability limit of not less than $1,000,000.00 (one Million Dollars) insuring against all liability of Tenant and its authorized representatives arising out of and in connection with Tenants use or occupancy of the Premises. Section 8.03. Fire and Casualty Insurance Tenant shall, at Tenant's own cost and expense, at all times during the term of this lease, keep all Improvements on the Premises insured for their full replacement value by insurance companies authorized to do business in the State of California against loss or destruction by fire and the perils commonly covered under the standard extended coverage endorsement to fire insurance policies in the county where the Premises are located. For as long as there is any Leasehold Encumbrance in existence, that policy shall also contain a standard lender endorsement. Section 8.04. Specific Perils to Be Insured Notwithstanding anything to the contrary contained in Section 8.03 of this lease, the insurance required by Section 8.03 of this lease shall, whether or not included in the standard extended coverage endorsement referred to in Section 8.03, insure all Improvements on the Premises against loss or destruction by windstorm, cyclone, tornado, hail, explosion, riot, riot attending a strike, civil commotion, malicious mischief, vandalism, aircraft, fire, smoke damage, and sprinkler leakage. Furthermore, the insurance required by Section 8.03 of this lease during the construction of the Community Center described in Article 5 shall include coverage for course of construction, vandalism, and malicious mischief, insuring the Community Center during its construction and all materials delivered to the site of the Community Center for their full insurable value. 25R-13 Section 8.05. Deposit of Insurance With Landlord and Lender Tenant shall, within 10 days after the execution of this lease and promptly thereafter when any such policy is replaced, rewritten, or renewed, deliver to Landlord and Lender a true and correct copy of each insurance policy required by this Article of this lease or a certificate executed by the insurance company or companies or their authorized agent evidencing that policy or policies. Section 8.06. Notice of Cancellation of Insurance Each insurance policy required under this Article shall contain a provision that it cannot be cancelled for any reason unless 30 days' prior written notice of the cancellation is given to Landlord and to Lender in the manner required by this lease for service of notices on Landlord by Tenant. ARTICLE 9 CONDEMNATION Section 9.01. Total Condemnation if, during the term of this lease, fee title to all of the Premises or to all of the Improvements, or the entire leasehold estate of Tenant is taken under the power of eminent domain by any public or quasi -public agency or entity (a "Total Taking"), this lease shall terminate as of 12:01 A.M. on whichever of the following occurs first: (1) the date legal title becomes vested in the agency or entity exercising the power of eminent domain, or (2) the date actual physical possession is taken by the agency or entity exercising the power of eminent domain. Thereafter, both Landlord and Tenant shall be released from all obligations under this,lease. Section 9.02. Partial Taking -Parking Areas If, at any time during the tern of this lease, a taking occurs that is less than a Total Taking and affects the parking areas for the Community Center, all compensation and damages payable for that taking shall be made available to and used, to the extent reasonably needed, by Tenant to repair any portion of the remaining parking areas damaged by the taking and to replace the parking areas taken with other new parking areas on the portion of the Premises not taken, provided that replacement is then permitted by existing law. Plans and specifications for the replacement parking areas must first be approved in writing by Landlord. Notwithstanding anything to the contrary in this Section, if the portion of the parking areas taken by eminent domain results in a net loss of 25 percent or more of the area of the Premises that can, after considering any replacement parking areas that can be lawfully constructed on the remaining portion of the Premises by reasonable methods, be devoted to parking areas as compared with the area devoted to those parking areas immediately before the taking, Tenant may terminate this lease in the manner prescribed by Section 9.04 of this lease. Section 9.03. Partial Taking -Improvements If at any time during the term of this lease a taking occurs that is less than a Total Taking and affects the rentable portion of the Improvements on the Premises, all compensation and damages payable for that taking (excluding any portion payable for a taking of parking areas) shall be made available to and used, to the extent reasonably needed, by Tenant to repair any portion of the remaining rentable portion of the Improvements damaged by the taking and to replace the rentable portion of the Improvements taken with other new rentable space on the portion of the Premises not taken, provided that replacement is then permitted by existing law. Plans and specifications for the replacement rental space must be compatible, in terns of architecture and quality of construction, with the Improvements not taken and must be first approved in writing by Landlord. Notwithstanding anything to the contrary in this Section, if the rentable portion of the 25R-14 Improvements taken by eminent domain results in a net loss of 25 percent or more of the area of the Premises that can, after considering any replacement rentable space that can be lawfully constructed on the remaining portion of the Premises, be devoted to rentable space as compared with the area devoted to that rentable space immediately before the taking, Tenant may terminate this lease in the manner prescribed by Section 9.04 of this lease. Section 9.04. Termination for Partial Taking Tenant may terminate this lease for the reasons stated in either Section 9.02 or Section 9.03 of this lease, or both, by serving written notice of termination on Landlord within 90 days after Tenant has received from Landlord of from the condemning authority written notice of an intended taking that sets forth the extent and scopd of the intended taking. If Tenant elects to terminate this lease, the effective date of termination shall be the earlier of (1) the date of termination specified in Tenants notice to Landlord or (2) the date the condemning authority takes physical possession of the portion of the Premises taken by eminent domain. On termination of this lease under this Section, all subleases and subtenancies in or on the Premises or any portion or portions of the Premises created by Tenant under this lease shall also terminate and the Premises shall be delivered to Landlord free and clear of all such subleases and subtenancies; provided, however, that Landlord may, at Landlord's option, by mailing written notice to any subtenant, allow the subtenant to atiom to Landlord and continue its occupancy an the Premises as a tenant of Landlord. Section 9.05. RESERVED ARTICLE 10 ASSIGNMENT AND SUBLEASING Section 10.01. No Assignment Without Landlord's Consent Tenant may assign this lease or any interest in this lease, subject to the prior written consent of Landlord. Landlord shall grant consent if the proposed assignee is financially qualified and has sufficient experience in the operation and management of a community center to perform all the agreements, undertakings, and covenants of this lease and all other agreements entered into by Tenant which relate to the management, operation, maintenance, construction, and restoration of the Improvements and the Premises. To assist Landlord in determining whether or not the proposed assignee is so qualified, Tenant shall furnish to Landlord at no expense to Landlord, before that assignment, detailed and complete financial statements of the proposed assignee, audited by a certified public accountant reasonably satisfactory to Landlord (if the proposed transferee causes its statements to be so audited in its normal course of business), together with detailed and complete information about the business of the proposed assignee, including its experience in operating community centers, the use to be made of the Premises and Improvements by the proposed assignee, projections by the proposed assignee of the sources of funds to be used to repay any indebtedness of Tenant that the proposed assignee will assume or take subject to, or agree to pay to Tenant, and other claims on and requirements for those funds, together with any other information as Landlord may reasonably require to assist Landlord in determining whether or not the proposed assignee is so qualified. Landlord shall have 30 days after receipt of the information described above to notify Tenant of whether it consents or does not consent to the proposed assignment. A consent by Landlord to one assignment shall not be deemed to be a consent to any subsequent assignment. Any assignment made contrary to the terms of this Section shall be null and void unless otherwise permitted by this Article. Section 10.02. Leasehold Encumbrances and Subseouent Transfers 25R-15 Notwithstanding the provisions of Section 10.01 of this lease, Tenant may without the prior written consent of Landlord transfer and assign all Tenant's interest under this lease and Tenant's leasehold estate created under this lease to a Lender under a Leasehold Encumbrance (as defined in Section 6.01 of this lease). Any transfer, conveyance, or assignment resulting from a foreclosure or acceptance of a deed in lieu of foreclosure by any Lender (as defined in Section 6.01 of this lease), or any transfer, conveyance, or assignment by any Lender following its acquisition of this lease and the leasehold estate of Tenant created by this lease as a result of foreclosure or acceptance of a deed in lieu of foreclosure shall not require the prior consent of Landlord. Section 10.03. Tenant's Right to Sublease Tenant shall have the right to sublease all or any portion of the Premises from time to time, and at all times during the term of this lease, without Landlord's consent; provided, however, that the following conditions are met: (a) The term of any sublease shall not extend beyond the term of this lease; (b) Any and all subleases shall be expressly made subject to all of the terms, covenants, and conditions of this lease; and (c) Any subtenant shall be required to attom to Landlord in the event of Tenant's default under this lease. ARTICLE 11 DEFAULT AND REMEDIES Section 11.01. Continuation of Lease in Effect Should Tenant breach this lease and abandon the Premises before the natural expiration of the leases term, Landlord may continue this lease in effect by not terminating Tenant's right to possession of the Premises, in which event Landlord shall be entitled to enforce all Landlord's rights and remedies under this lease, including the right to recover the rent specified in this lease as it becomes due under this lease. Section 11.02. Termination and Unlawful Detainer In the event of a tenant default under this lease, Landlord may terminate this lease by written notice to Tenant and may also do the following: (a) Bring an action to recover the following from Tenant: (1) The worth at the time of award of the unpaid rent that had been eamed at the time of termination of the lease; or (2) Any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant's failure to perform Tenant's obligations under this lease; and (b) Bring an action, in addition to or in lieu of the action described in subparagraph (a) of this Section, to reenter and regain possession of the Premises in the manner provided by the laws of unlawful detainer of the State of California then in effect. Section 11.03. Breach and Default by Tenant All covenants and agreements contained in this lease are declared to be conditions to this lease and to the term hereby leased to Tenant. Should Tenant fail to perform any provision, covenant, condition, or agreement contained in this lease and the default is not be cured within 30 days after written notice of the default is served on Tenant by Landlord, then Tenant shall be in default under this lease. i 25R-16 Section 11.04. Cumulative Remedies The remedies given to Landlord in this Article shall not be exclusive but shall be cumulative with and in addition to all remedies now or hereafter allowed by law and elsewhere provided in this lease. Section 11.05. Waiver of Breach The waiver by Landlord of any breach by Tenant of any of the provisions of this lease shall not constitute a continuing waiver or a waiver of any subsequent breach by Tenant of either the same or a different provision of this lease. Section 1,1.06. Surrender ofPremises On expiration or earlier termination of this lease, Tenant shall surrender the Premises and all Improvements in or on the Premises to Landlord in as good, safe, and clean condition as practicable, reasonable wear and tear excepted. Section 11.07. Arbitration A. Arbitration of Disputes. [Note that the provisions of this Section are not applicable and binding unless initialed by both Parties.] 1. Any claim, controversy, dispute or disagreement related to this Agreement shall, at the request of either Party hereto, be submitted to final and binding arbitration before the American Arbitration Association ("AAA') in Orange County, California, pursuant to the AAA's Commercial Arbitration Rules in effect at the time a request for arbitration is filed (the "AAA Rules'). The Parties hereby irrevocably consent to venue in Orange County, California. The arbitrator (the "Arbitrator) shall be appointed pursuant to the procedures set forth in the AAA Rules. The arbitration shall commence at the earliest possible opportunity unless otherwise agreed in writing by the Parties hereto. The Parties shall promptly and diligently cooperate with one another and the Arbitrator, and shall perform such acts as may be reasonably necessary to obtain a prompt and expeditious resolution of the dispute or controversy in accordance with the terms hereof. The Parties agree that the Arbitrator shall have the power to decide all issues of fact and law and report its decision thereon and issue all legal and equitable relief appropriate under the circumstances of the controversy or dispute before it. The Arbitrator shall try all issues, whether of fact or law, and record a finding and judgment thereon and shall hear and determine all pretrial issues and motions and post -trial motions related to the judgment filed or to be filed and to act on all matters related thereto which maybe within the jurisdiction of the Superior Court of the State of California. With respect to substantive (as opposed to procedural) matters, the Arbitrator shall be required to apply the laws of the State of California when deciding the issues of the Arbitration and rendering its decision. Except as otherwise provided by the AAA Rules, all rules of evidence as set forth in the California Evidence Code, other statutory and decisional law of California and all local court rules and California Rules of Court shall be applicable to any proceeding before the AAA. The Arbitrator shall render its final decision in writing, stating the reasons for each component of its decision. The Parties agree to be bound by the final decision of the Arbitrator and to promptly provide the Arbitrator and the other Party(ies) with any and all documents, instructions or other information necessary to allow the Arbitrator to arrive at its decision and to give effect to that decision. The cost of such proceedings shall be borne equally by the Parties to the dispute. 2. Delhi's resort to, or participation in, any arbitration proceeding shall not bar suit by Delhi in a court of competent jurisdiction for specific performance unless and until the arbitration proceeding results in a judgement in favor of the City in which event such judgement and award shall act as a bar against any further action by Delhi for specific performance. 25R-17 3. BY INITIALING IN THE SPACE BELOW, THE PARTY INITIALING IS AGREEING TO THE ARBITRATION PROVISIONS SET FORTH IN THIS SECTION AND IS AGREEING TO GIVE UP SUCH RIGHTS AS THE PARTY MIGHT OTHERWISE POSSESS TO HAVE SUCH DISPUTES) LITIGATED IN A COURT AND/OR IN FRONT OF A JURY. FURTHER, BY INITIALING BELOW, THE PARTY INITIALING ACKNOWLEDGES AND AGREES THAT: (i) IT IS GIVING UP ANY RIGHTS TO DISCOVERY AND/OR APPEAL UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE ARBITRATION PROVISION OF THIS SECTION OR OTHERWISE PROVIDED FOR BY WAY OF THE AAA RULES OR THE MUTUAL AGREEMENT OF THE PARTIES IN SUCH ARBITRATION PROCEEDING, AND (ii) IF IT REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO -THIS PROVISION, SAID PARTY MAY BE COMPELLED TO ARBITRATEORITY OF THE CALIFORNIA OF CIVIL PROCEDURE. City Delhi ARTICLE 12 OTHER PROVISIONS Section 12.01. Force Maieure Except as otherwise expressly provided in this lease, if the performance of any act required by this lease to be performed by either Landlord or Tenant is prevented or delayed by reason of any act of God, strike, lockout, labor trouble, inability to secure materials, restrictive governmental laws or regulations, or any other cause, except financial inability, not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused. However, nothing contained in this section shall excuse the prompt payment of rent by Tenant as required by this lease or the performance of any act rendered difficult or impossible solely because of the financial condition of the party required to perform the act. Section 12.02. Attomevs' Fees Should any litigation be commenced between the parties to this lease concerning the Premises, this lease, or the rights and duties of either in relation thereto, each party in that litigation shall bear its own attorney fees and costs associated therewith. Section 12.03. Notices to Landlord Except as otherwise expressly provided by law, any and all notices or other communications required or permitted by this lease or by law to be served on or given to Landlord by Tenant or any Lender described in Article 6 of this lease shall be in writing and shall be deemed duly served and given when personally delivered to Landlord by personal service on the Clerk of the Council, or, in lieu of personal service, when deposited in the United States mail, first-class postage prepaid, and sent by express mail that allows for tracking, addressed to Landlord at Clerk of the Council, City of Santa Ana, 20 Civic Center Plaza, M-30, Santa Ana, California, 92701. Landlord may change Landlord's address for the purpose of this section by giving written notice of that change to Tenant in the manner provided in Section 12.04; Tenant shall then transmit a copy of that notice to any Lender described in Article 6 of this lease. 25R-18 Section 12.04. Notices to Tenant Except as otherwise expressly provided by law, any and all notices or other communications required or permitted by this lease or by law to be served on or given to Tenant by Landlord shall be in writing and shall be deemed duly served and given when personally delivered to Tenant, any managing employee of Tenant, or, in lieu of personal service, when deposited in the United States mail, first-class postage prepaid, and sent by express mail that allows for tracking, addressed to Tenant at Delhi Community Center, 542 East Central Avenue, Santa Ana, California, 92707. Tenant may change its address for the purpose of this section by giving written notice of that change to Landlord in the manner provided in Section 12.03 of this lease. . Section 1,2.05. Governing Law This lease, and all matters relating to this lease, shall be governed by the laws of the State of California in force at the time any need for interpretation of this lease or any decision or holding concerning this lease arises. Section 12.06. Binding on Heirs and Successors This lease shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties hereto, but nothing in this section shall be construed as a consent by Landlord to any assignment of this lease or any interest in the lease by Tenant except as provided in Article 10 of this lease. Section 12.07. Partial Invaliditv If any provision ofihis lease is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this lease shall remain in full force and effect unimpaired by the holding. Section 12.08. Sole and Onlv Agreement This instrument constitutes the sole and only agreement between Landlord and Tenant respecting the leasing of the Premises to Tenant and the lease terms set forth in this lease, and correctly sets forth the obligations of Landlord and Tenant to each other as of its date. Any agreements or representations respecting the leasing to Tenant by Landlord, or any other matter regarding this lease not expressly set forth in this instrument are null and void. Section 12.09. Time of Essence Time is expressly declared to be of the essence of this lease. Section 12.10. Recordation of Lease This Lease, its Exhibits, and all attachments thereto, shall be recorded with the County Recorders Office, County of Orange, California, pursuant to California Government Code Section 37393. 25R-19 IN WITNESS WHEREOF the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA, a municipal corporation and charter city duly organized and existing under the Constitution and laws of the State of California �'ct [ t,• , A , Patricia E. Healy e u Clerk of the Council Mayor APPROVED AS TO FORM: DELHI CENTER, a California nonprofit public benefit corporation ary A. tz Irene M ' z ist t Ci Att e Exec�utiivve, irector Al Chavez Chair Board of Trustees 25R-2® CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of ({,'RLL as. On t 17 7 f!J✓ before me, EL124erh /� '49 q 6&4c , Wolf) rwr.wra-aoa-e l..a.'J.,. oo., Feta personalty appeared AL ('? 4 ✓ e N-*-) a sywtn Cl personalty known to me D5 proved to me on the basis of satisfactory evidence ` atiA— — - - to be the person(s) whose name(s) Is/aw CaMLTH A A. DAW. subscribed to the within instrument and wbtrry N,mc - CdrkrtVa acknowledged to me that he/she/hey executed the same in his/hefAheir authorized MYCW 5pWft&9&201 capacity(ies'; and that by histhefAheir signatures) on the instrument the person(s), or the entity upon behalf of which the personp* acted, executed the instrument. WITNESS my hand and official seal. vur. Nagy s.quw- /7 sy.n.eaNwry vicefc OPTIONALI/ Though rhe INormafdan below is not required by law, it may prove valuable topenws m4ing on the document and could proved haudWent removal and reattachment ofthis lam to arholtw documenL Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signers) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: ❑ Individual Tau a mwrb rare ❑ Corporate Officer—Tree(s): ❑ Partner — ❑Limited 1: General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: o �Aan-by NOYry A.oGab,.9W0.5m.1w.,ea.BatWCN�r✓a0. GA-u�}iWt•wanabnYnWrynp Prat Na ver n.wa-em rmfm raw ereeur 25R-21 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ss. County of QAUJC- On ?ou i before me, fl . 'Iw.sa i n/t A? T4'T'Y Few ' _ o.l• Harr vela ra.aoawaa •.rw'�v' +�c personally appeared I e 66' F 1-245 T iZ- N� INq ds4+l.t Though the information below Is nol required ❑ personally known to me and could prevent fieudulent removal and readachmenl of this norm to aradNet document 'V proved to me on the basis of satisfactory evidence to be the personM whose name(s) is/am aJL4Wn1 A. DA10 subscribed to the within instrument and Casrntdoni (719DUJ acknowledged to me that'helshelthey executed Nolory Public- Cdkada &WCorYMEVkWAQ& the same In irtrMtetr authorized �4 Ck. go County capacity(les), and that by #his/herltbelr signature(s) on the instrument the persorIM, or ❑ Corporate Officer—Title(s): the entity upon behalf of which the personal acted, executed the instrument. 0199H earyAYOdY -M N SMA... P.0. Ba. }p2•GIWewN. G 2111M� 1—„+p„plywp.O eO .M a .. CYTNFm 1�? 25R-22 WITNESS my handandofficial seal. Not ys..i u,.w —�' sywn anawvFuk OPTIONAL Though the information below Is nol required by law, rY may prove valuable to persons relying on Medocument and could prevent fieudulent removal and readachmenl of this norm to aradNet document Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer Signer's Name: ❑ Individual fop Nhnuwrlale ❑ Corporate Officer—Title(s): C Partner —❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: _ 0199H earyAYOdY -M N SMA... P.0. Ba. }p2•GIWewN. G 2111M� 1—„+p„plywp.O eO .M a .. CYTNFm 1�? 25R-22 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ss. County of Orange On 10/04/2000 before me, Elizabeth A. Dang, Notary Public Del. - Ne and To d (r.WoM Ndary Abwl personally appeared Dliquel A. Pulico NWW-1 d 13 personally known to me ❑ proved to me on the basis of satisfactory evidence Care to tityVj= to be the person(s) whose name(s) is/" Notcry RtAc_ Caa WHO subscribed to the within instrument and Cringe County acknowledged to me that he/she/dwy executed 9@WCcmm.r1P1rfflALV6,20D4 the same in his/hedthelr authorized Ips-oao-aa�+r-cvo capacity(ies)� and that by his/heNtheir signatures) on the instrument the person*, or the entity upon behalf of which the person(e) acted, executed the instrument. WITNESS my hand and official seal. Para Ndvy Sew More � Siexhred y/ouI PMIr' OPTIONAL Though the information below is,at required by low, it may prove valuable to persons relying on the docament and could prevent haWufent removal and reattachment of this form to enorherdacnnent Description of Attached Document TNe or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacily()es) Claimed by Signer Signer's Name: , ❑ Individual ' O Corporate Officer—Title(s): Topdwnn nen ❑ Partner — ❑Limited ❑General C Attorney In Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other. Signer Is Representing: e lige NN ..a .e N9oa M..Po. fi-14e•CluluvaR Gelil}Nn.vww.^NmaYppn.-9 F .w IWWCWiW /.�IINI)edtl) 25R-23 Attachment LAI 25R-24 Igi t old L. 7 5t -.? 13 will V9 L-------- All O tz= 00 .0 P=1 f.7K 00 0 0 IT 26R-26 T77 - W 13, ti �u Ih i. W 13, ti r.u1 I ! Lily Lil L L Li K. , l Tln M"19"19-V.. 1'. (�1 AAAA r�_,{7 1 _ 216.99' or;88 N88°30'25"W I I I i � 188:82' N88.30'25"W CENTRAL AVENUE SMTP MA I IPWfTA 9"2"00 DELHI COMMUNITY CENTER SKETCH TO ACCOMPANY LEGAL DESCRPTM 25R-26 r to r o1 W DELHI I- ol� COMMUNITY �I NIN CENTER ryl —7 IZ I� I I q I 1 I T. P.0.8.�.-" 1 I N88.30'25"W I �W mlM 1• 1 pilin 1 .—P.0. B. r-�N � 188:82' N88.30'25"W CENTRAL AVENUE SMTP MA I IPWfTA 9"2"00 DELHI COMMUNITY CENTER SKETCH TO ACCOMPANY LEGAL DESCRPTM 25R-26 r to r DESCRIPTION THAT PORTION OF LOT 1 IN BLOCK 2 OF TRACT 39, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 9, PAGE 37 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST 'CORNER OF SAID. LOT 1,. SAID CORNER BEING A POINT ON THE NORTH LINE OF CENTRAL AVENUE (60 FEET WIDE) AS SHOWN SAID MAP OF TRACT 39, THENCE SOUTH 88° 30'25' EAST ALONG SAID NORTH LINE OF CENTRAL AVENUE A DISTANCE OF 188.82 FEET; THENCE LEAVING SAID NORTH LINE OF CENTRAL AVENUE, NORTH 1029'350 EAST A DISTANCE OF 79.18 FEET TO THE TRUE POINT OF BEGINNING, THENCE SOUTH 880 30'25' EAST A DISTANCE OF 216.99, THENCE NORTH 1029'35* EAST A DISTANCE OF 209.00 FEET; THENCE NORTH 88' 30'25' WEST A DISTANCE OF 216.99; THENCE SOUTH 1029' 35' WEST A DISTANCE OF 209.00 FEETTO THE TRUE POINT OF BEGINNING. 25R-27 Haad Stall, Inc. a a 7 !!B!Ypp!Ppppp9p6p99Bip lspl p!3= ip2!pll!illl Phase II W or^ pO Ik a',V11 `{ len r l !!B!Ypp!Ppppp9p6p99Bip lspl p!3= ip2!pll!illl Phase II W or^ pO Ik a',V11 `{ len NNEWARINAW-MR ^—%.^s...... os -r= a� a DSS=E E 3 3iyLMXdwak__ FO - _J1_FoL rlE)nwnw -/ iSeaeEaaPYell peN aaanaPPiX Gpx.slh 4'albe P. 1 lMnll ofwaF - Lmn wPn— ® Aeplett� ' ------ --- (E) C-4 ;1 �IEI Lina d(E) mNW MremoveE ®4�IurI M9ttaly0.r 1 Edge Pll IEl [wertle swab Perth aadmh Paan Aaaul4 IE7AapNrc - - SrWne b(Owur a� TJ I�/v�1 '_ 1 L /a LL P%naY ,We M& Nam L1MlMWdF CImM93M�Wae hoa.,er s,aa�aia un�awo�x V cameoIE)v.mae)a �1�119 tgnbgh+OKK g y(a TREES SHRUBS \ c avuoa nu¢n,ccw svnav �� � era i:— Avp"Q Y 1 9N F¢ ®� 8 ® GROUNDCOVERS O.Ll -o�neus.re axecec�m_ ..o �' ze.OANz dJ. a —wamrt. z a VINES � j SCALE: LIC =1' 0' L-2 TE q� n CERTIFICATE OF PROPERTY INSURANCE ( DA7/6/20161 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. If this certificate is being prepared for a party who has an insurable Interest in the property, do not use this form. Use ACORD 27 or ACORD 28, PRODUCER CONTACT Certificate Issuance Team NAME: Comprehensive Insurance Services -PHONE - FAx 26429 Rancho Parkway South _MnINo Bae),. 94 91 7 0 9-88 00 _ (AJC, NoI_I`�a9)vo4-x 66e Suite 120 ADDRESS: info@thecomprehensivainsurance. com Lake Forest CA 92630 CUSTOMER Io 00000848 INSURER(S) AFFORDING COVERAGE NAG INSURED INSURERA:NOrth American Elite Insurance 29700 Delhi Center INSURER B 505 E. Central Ave. INSURERC: Santa Ana CA 92707-- ` INSUURERRER E [KHT}R.7110;&�dp:i1l9[ilis>YY40PlIT, li3R•- e7A96Y[Y7Sfit] I c LOCATION OF PREMISES I DESCRIPTION OF PROPERTY (Attach ACORD 101, Additional Remarks Schedule, If more space is required) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Loc# 00001 Bldg# 00001: 505 E. Central Ave. Santa Ana CA 92707 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN TI -118 IS TO CERTIFY THAT THE POLICIES OP INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH PHIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Santa Alla, CA 92702 INSRPOUCYEFFECTIVE POLICY EXPIRATION LTR TYPE OF INSURANCE POLICY NUMBER DATE(MMIDDIYYYY) DATE (MMIDDIYYYY) COVERED PROPERTY LIMITS X PROPERTY X BUILDING $ 5,175,OOC CAUSES OF LOSS DEDUCTIBLES X PERSONAL PROPERTY $ 280,00 BASIC BUILDING BUSINESS INCOME $ 2,500 � BROAD CONit'NIS EXTRA EXPENSE $ A X SPECIAL 2,500 CWBOD11560-03-01376 11/1/2015 11/1/2016 RENTAL VALUE $ EARTHQUAKE BV,NKETMLLDING $ WHO BLANKET PERS PROP $ FLOOD BLANKET BLDG A PP $ $ INLAND MARINE TYPE OF POLICY e $ CADRES OF LOSS :.wev�e� 'yam NAMED PERILS POLICY NUMBER1, / ®� $ CRIME TYPE OF POLICY x..aro®' s,`�',C�`^ �1\. (�`\,`� Ni•'� 1`' $ �.�'.. $ BOILERS MACHINERY I 31i. $ EQUIPMENT BREAKDOWN - - $ SPECIAL CONDITIONS I OTHER COVERAGES (Attach ACORD 101, Additional Remark, Schedule, if more space Is required) 30 day notice of cancellation with 10 day notice of cancellation for non-payment of premium per policy provision. CERTIFICATE HOLDER CANCELLATION ACORD 24 (2009/09) 01995.2009 ACORD CORPORATION. All rights reserved. INS024 tzooawe The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS, 20 Civic Center plaza AUTHORIZED REPRESENTATIVE Santa Alla, CA 92702 Richard rynon/JEREMY ACORD 24 (2009/09) 01995.2009 ACORD CORPORATION. All rights reserved. INS024 tzooawe The ACORD name and logo are registered marks of ACORD TE MMIDDfYYY AC ORo CERTIFICATE OF LIABILITY INSURANCE I DAT/6/2016Y) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the Certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the PRODUCER Comprehensive Insurance Services 26429 Rancho Parkway South Suits 120 Laka Forest CA 92630 INSURED Delhi Center 505 E, Central Ave, NA....' Certificate Issuance Team . .. _. PHO FAX (AIC, NPRXti1..(999)7D9-BBDO. _. _.._{AIC, No): 949)909-1668. E-MAIL ADDRESS: thecomprehensivainsurance. com INSURER($) AFFORDING COVERAGE HAICN INSURER.A;Nonprofi is Ins Alliance of CA INSURER D COmpWeSt Insurance Company 12177. INSURERC: INSURER D: INSURER E: LSanta Ana CA 92707 1INSURER F: COVERAGES CERTIFICATE NIJMBER:GL/Auto/WC REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INBRR TYPE OF INSURANCE ADDS POLICY UMP POLICY ERE POLICY MODIYEXP LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES(Eapccurtemtd -3_ 500,000 X 2015 -01316 -NPO 11/1/2015 11/1/2016 MED EXP(Any one person) $ 20,000 PERSONAL &ADV INJURY $ 1,000,000 SENT AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 3,000,000 POLICY. jECoT X LOG PRODUCTS-COMPIOP AEG $ 3,000,000 OTHER. Eledronio Dataddenbty Thep $ Included AUTOMOBILE LIABILITY COMBINED SINGLE LIMI1 - $ EA am dent 1,000,000 A ANY AUTO BODILY INJIJRY(Per Person) $ ALL OWNED 'SCHEDULED 2015 -01376 -NPO 11/1/2015 11/1/2016 AUTOS AUTOS BODILY INJURY (Par arxldan) $ X X''. NON -OWNED PROPERTY DAMAGE $ FARED AU'I OS AUTOS {Par acc,danl) 5 UMBRELLA LIAS OCCUR EACH OCCURRENCE $ EXCESS LIAS CLAINIS-MADE AGGREGATE $ DED RETENTION S $ WORKERS COMPENSATION X PER OTT- ANDEMPLOYERS' LIABILITY YIN ----STATUTE _ ER ANY PROPRIETORIPARTNERIEXECUTIVE - EL EACH ACCIDENT $ 1,000,000 OFFICERIMEMBER EXCLUDED? NIA - - - — - B (MandatorylnNH) MV5900420 11/1/2015 11/1/2016 E.L DISEASE - EA EMPLOYEE $ 1,000,000 I(yas. describe under --_-- DESCRIPTION OF OPERATIONS below El DISEASE -POLICY LIMIT $ 1 000 000 A Social Sery Professional 2015 -01316 -NPO 11/1/2015 11/1/2016 53.900,IXIOAgUIt.W0,00V0u $0 Deductible A Improper Sexual Conduct 2015 -01376 -NPO 11/1/2015 11/1/2016 $1.000.000AWII,00.0000cc $D Deductible DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may he attached It more epaee IS requlo d) RE: 505 E. Central Ave., Santa Ana, CA 92707 - The City of Santa Ana its officers, employees, agents and volunteers are included as Additional Insured automatically per written contract or agreement per attached endorsement CG2011. 30 day notice of cancellation with 10 day notice of cancellation for non-payment of premium per policy provision. yy J SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana GV,Pi ',THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza :'YXa\'a 60 ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, OA 92702 AUTHORIZED REPRESENTATIVE Richa--d Eynon/JEREMY ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD INS026 (201401) MR[H'/R19AW :r r i:Wkfa7 COMMERCIAL GENERAL LIABILITY CG 2011 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - MANAGERS OR LESSORS OF PREMISES This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART 14MI11:0111111i Designation Of Premises (Part Leased To You): As per attached Certificate Name Of Persons) Or Organlzation(s) (Additional Insured): Any person or organization acting as a manager or lessor of a covered premises that you are required to name as an additional Insured on this policy, under a written contract, lease or agreement currently In effect, or becoming effective during the term of this policy. Additional Premium: Included Information required to complete this Schedule, It not shown above, will be shown In the Declarations. A. Section II —Who Is An Insured is amended to Include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Schedule and subject to the following additional exclusions: This insurance does not apply to: 1. Any "occurrence" which takes place after you cease to be a tenant in that premises. 2. Structural alterations, new construction or demolition operations performed by or on behalf of the person(s) or organizations) shown in the Schedule. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and CO 20 1104 13 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional Ensured. B. With respect to the Insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations, �,6�". �\0 © Insurance Services Office, Inc., 2012 Page 1 of CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, 10/7/2016 THIS CERTIFICATE IS ISSU'E011 AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE 'CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, (EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING iNSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) roust be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require aro endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Certificate Issuance Team NAME: Comprehensive Insurance Services PHONE (949)709-8800 FAX(949)709 (At C,No._Ext1., _._, _... _ .... .. 'AIC NOL 26429 ]2anetlo Parkway South E-MADDRESS info@thecomprehensiveinsurance.com INSURER(S)AFFORDING mCOVERAGE NAIL# Suite 12.0 Lake Forest CA 92630 msuRERA:Nonprofits Ins Alliance of CA 11645 INSURED_.._._.. Wyp *,,:.ao t Let .....n...._.._....._._.,...._ INSURERB:CompfinTest Insurance Company 1.21.77 INSURER C Delhi. Center 505 E. Central Ave. _. MED EXP' Any one person) INSURER E :',... ._....... ........... ........_ . ........ INSURERF: Santa Ana CA. 927u/ COVERAGES CERTIFICATE NUMBER:GL/Auto/WC REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSIURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAYHAVE BEEN REDUCED BY PAID CLAIMS. ......._.....__._._....., .. _..... II flii LTR ADDL TYPE OF INSURANCE SUER' 1 POLICY NUMBER POLICY EFF AIMIDDfYYYY FOLIC(" EXP _ MMIDDIYYYY __.._..._...._.._. LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1, 000.., 000 A CL6�NM-hAAU'�C ��rCCUR DAMAGE To RE. LTTEF'._......_.....m.__...._._._. PRErdGCu(Ca oxurrencen 500, 000 $X MED EXP' Any one person) $ � m mmmm20,000 2016 -01376 -NPO 11/1/2016 11/1/2017 1 PER ON/m L&ADVIN3JR'r $ 1,400,000 GENFRAD AGGREGATE $ 3,000,000 GENT AGGRCGATF LINUT APPLIES PER. { POLICY JECT l�. k 0 PRODILICJ -2Gr if'OPAGG ....... .......m..._,_....... $ 3,440,000 OTHER. 1 1 $J DeduciON, $ LIABlLITY �,:QIVFJ9 NFD SflNGI_E LIMIT (Ea ec6dani.' $AUTOMOBILE 1, 000, 000 BGDILY INJURY (Per person l $ A X ANY AUTO A,Ln✓ .aYu`NED 5 HECULEE, J U /.I,Ta3 NGN 4]M1NNEU = X AUTOS ItlIR.1L1UP�UI' Ger" 701,6 -61.376 -PPO ..1111/2016 ��.� � a r pµ, 9� � 11./1/2677IR001IYri11); ..._..... iFraroder} _ .._. .._ .. P'RdJPERTY D +I���J? IIJa�li7P�,Aurrl/i�aE . e 8 UMBRELLA LIAR OCCUR ^.. ,�� EACH OCCURRENCE :r AGGREGATE ATE $ EXCEiSSLIAB CLAIMS -MADE � - CbE::� 4E i ENTICdM1I $ � �} `t,. B I ON AND EMPLOYERS' LIABILITY+STATU ANN PRO PR•.IETORiPARTNEEiE ECG...iTI'JE YIN ,,NPA PFICE IMEMBER EXCLUDED ''.(Mandatory in NH) �. + �^� ^ r ,y t, `\,..1 WCV5966420 11/1./2016 11/1/2017' PER LF L EACHACCIDENT FR 1 E..L.IDTtiE.A,SE-E,hErvrIPLOY"1EE . $ ,...w._ 1,000,0010 ... $ 1,000,000 If ye ,, odescribe lunde�r -' DESCRIPTION JSP OPERA'TION;'Sbelow E.. L.DtlSEASE- POLICY Lltdi_ I $ 1,000, 000 A Soc'.ial Sery ProfessionaL 261.5 -01376 -NPO 11/1/2016 11/1/2017 '63.1300000Agg/I.Nd9.0000cc $0 Deductible A Improper Sexual. Conduct 2016-61376-IUPO 11/1/2016 11/1/2017 !6f.00Un00.=k0g7N,G00,U100�aa�c $0 Deductible DESCRIPTION OF OPERATIONS I LOCATIONS r VEHICLES (ACORD 101„ Additional Remarks Schedule, may be attached if more spade is required) The City of Santa Ana its officers, employees, agents and volunteers are included as Additional Insured automatically per written contract or agreement per attached endorsement CG2026. 30 day notice of cancellation with 1.0 day notice of cancellation for non-payment of premium per policy provision. City of Santa Ana 20 Citric Center Plaza Santa Ana, CA 92702 ACORD 25 (2014/01) INS025 (201401 ) HUN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCEL'LE'D BEFORE THE EXPIRATION DATE THEREOF„ NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE. chard Evnon/JEREMY U 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD me] 0 14 a 15111 R 1 1.1 a 11N K#J 1001112 BY161 01 a*] COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE I Name Of Additional Insured P'erson(s) Or Organization(s) I Any person or organization that Volu are required to add as an additional insured on this policy, under a written contract or agreement current) V in effect, or becoming effective during the term of this policy. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. I information required to complete this Schedule, if not shown above, will be shown In the Declarations. I A. Section 11 — Who Is An Insured additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law', and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. 13. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the, additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of insurance shown in the Declarations. 'A ell A40 CG 20 26 04 13 @ ISO Properties, Inc., 2012 Page 1 of 1 DATE(MM/DD/YYYY) A�" CERTIFICATE OF LIABILITY INSURANCE 07/08/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Certificate Issuance Team NAME: Comprehensive Insurance Services pAHi CNN. Ext: (949)709-8800 a/c,No 26429 Rancho Parkway South E-MAIL Jeremy@thecomprehensiveinsurance.com ADDRESS: Suite 120 INSURER(S)AFFORDING COVERAGE NAIC# Lake Forest CA 92630 INSURERA: Nonprofits Insurance Alliance of California 10023 INSURED INSURER B Delhi Center INSURER C: 505 E.Central Ave. INSURER D: INSURER E: Santa Ana CA 92707 INSURER F: COVERAGES CERTIFICATE NUMBER: CL25111507682 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE FX OCCUR PREM SDAMAGES Ea oNcurDrence $ 500,000 MED EXP(Any one person) $ 20,000 A Y Y 2025-01376 11/01/2025 11/01/2026 PERSONAL&ADV INJURY $ 1,000,000 MOTHER LAGGREGATE LIMITAPPLIES PERGENERAL AGGREGATE $ 3,000,000 POLICY ElPRO FX LOC PRODUCTS-COMP/OPAGG $ 3,000,000 JECT: $0 Deductible $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident ANYAUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED 2025-01376 11/01/2025 11/01/2026 BODILY INJURY(Pe r accide nt) $ AUTOS ONLY AUTOS X HIRED �/ NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY /� AUTOS ONLY Per accident $0 Deductible $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000,000 A EXCESS LAB CLAIMS-MADE 2025-01376-UMB 11/01/2025 11/01/2026 AGGREGATE $ 1,000,000 DED RETENTION $ $0 Deductible $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE F I ER ANY PROPRIETOR/PARTNER/EXECUTIVE ElN/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Social Service Professional Liability $3,000,000/1,000,000 Aggregate/Occurr. A Improper Sexual Conduct Liability 2025-01376 11/01/2025 11/01/2026 $2,000,000/1,000,000 Aggregate/Occurr. $0 Deductible DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) City of Santa Ana,its City Council,its officers,officials,employees,agents and volunteers are named as additionally insured on this policy pursuant to written contract,agreement,or memorandum of understanding per attached endorsement CG2026. Such insurance as is afforded by this policy shall be primary,and any insurance carried by City shall be excess and noncontributory per attached endorsement NIA-061 B GL 01 25.30 day notice of cancellation with 10 day notice of cancellation for non-payment of premium per policy provision. Umbrella policy applies over and above General Liability coverage. Waiver of Subrogation applies per attached endorsement NIA-026B GL 01 25 APPROVED CERTIFICATE HOLDER CANCELLATION By Tu Tran Nguyen at 3:13 pm,Jul 13,2026 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Santa Ana,City Clerk(M-30) ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE PO Box 1988 Santa Ana CA 92702 _ @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DATE(MM/DD/YYYY) A�" CERTIFICATE OF PROPERTY INSURANCE 07/08/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. PRODUCER CONTACT Certificate Issuance Team NAME: Comprehensive Insurance Services HCNNo Ext: (949)709-8800 a/c,No 26429 Rancho Parkway South E-MAIL jeremy@thecomprehensiveinsurance.com ADDRESS: Suite 120 PRODUCER 00000848 CUSTOMER ID: Lake Forest CA 92630 INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURERA: Nonprofits Insurance Alliance of California 10023 Delhi Center INSURER B 505 E.Central Ave. INSURER C: INSURER D: Santa Ana CA 92707 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: CP267801172 REVISION NUMBER: LOCATION OF PREMISES/DESCRIPTION OF PROPERTY (Attach ACORD 101,Additional Remarks Schedule,if more space is required) Loc#00002 Bldg#00001:505 E.Central Ave.Santa Ana CA 92707 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION COVERED PROPERTY LIMITS LTR DATE(MM/DD/YYYY) DATE(MM/DD/YYYY) X PROPERTY X BUILDING $ 6,027,000 CAUSES OF LOSS DEDUCTIBLES X PERSONAL PROPERTY $ 363375 BASIC BUILDING X BUSINESS INCOME $ AILS 18MO 2,500 BROAD CONTENTS X EXTRA EXPENSE $ Included X SPECIAL 2,500 RENTAL VALUE $ EARTHQUAKE BLANKET BUILDING $ A 01-CP-0001 376-01-13 11/01/2025 11/01/2026 WIND BLANKET PERS PROP $ FLOOD BLANKET BLDG&PP $ $ INLAND MARINE TYPE OF POLICY $ CAUSES OF LOSS $ NAMED PERILS POLICY NUMBER $ 1 CRIME TYPE OF POLICY $ $ BOILER&MACHINERY/ $ EQUIPMENT BREAKDOWN SPECIAL CONDITIONS/OTHER COVERAGES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) City of Santa Ana,its City Council,its 30 day notice of cancellation with 10 day notice of cancellation for non-payment of premium per policy provision. CERTIFICATE HOLDER CANCELLATION APPROVED By Tu Tran Nguyen at 3:13 pm,Jul 13,2026 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Santa Ana,City Clerk(M-30) ACCORDANCE WITH THE POLICY PROVISIONS. 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE PO Box 1988 Santa Ana CA 92702 _ @ 1995-2015 ACORD CORPORATION. All rights reserved. ACORD 24(2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 01-CP-0001376-01-13 COMMERCIAL GENERAL LIABILITY CG20261219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organization(s): Any person or organization that you are required to add as an additional insured on this policy, under a written contract or agreement currently in effect, or becoming effective during the term of this policy. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. Information required to complete this Schedule, if not shown above,will be shown in the A.Section II—Who Is An Insured is amended to B.With respect to the insurance afforded to these include as an additional insured the person(s)or additional insureds, the following is added to organization(s)shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for"bodily injury", "property damage"or"personal and advertising injury" If coverage provided to the additional insured is caused, in whole or in part, by your acts or required by a contract or agreement, the most we omissions or the acts or omissions of those acting will pay on behalf of the additional insured is the on your behalf: amount of insurance: 1. In the performance of your ongoing operations; 1. Required by the contract or agreement; or or 2.Available under the applicable Limits of Insurance shown 2. In connection with your premises owned by or in the Declarations;whichever is less. rented to you. This endorsement shall not increase the However: applicable Limits of Insurance shown in the 1. The insurance afforded to such additional Declarations. insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. CG 20 26 12 19 0 Insurance Services Office, Inc.,2012 Page 1 of 1 � NONPROFITS° INSURANCE NONPROFITS OWN _ ALLIANCE OF CALIFORNIA Part of Nonprofits Insurance Alliance(NIA) 01-CP-0001376-01-13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY - PUBLIC ENTITIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Any person or organization that you are required to include on this policy, under written contract or agreement currently in effect or becoming effective during the term of this policy, applicable under the terms and conditions of this endorsement, and consistent with the description below that the parties intend. A. SECTION II —WHO IS AN INSURED is amended to include: 4.Any public entity as an additional insured, and the officers, officials, employees, agents and/or volunteers of that public entity, as applicable, who may be named in the Schedule above, when you have agreed in a written contract or written agreement presently in effect or becoming effective during the term of this policy, that such public entity and/or its officers, officials, employees, agents and/or volunteers be added as an additional insured(s)on your policy, but only with respect to liability for"bodily injury", "property damage"or "personal and advertising injury" caused, in whole or in part, by: a. Your negligent acts or omissions; or b. The negligent acts or omissions of those acting on your behalf; in the performance of your ongoing operations. No such public entity or individual is an additional insured for liability arising out of the sole negligence by that public entity or its designated individuals. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. B. SECTION III —LIMITS OF INSURANCE is amended to include: 8. The limits of insurance applicable to the public entity and applicable individuals identified as an additional insured(s) pursuant to Provision A.4. above, are those specified in the written contract between you and that public entity, or the limits available under this policy, whichever are less. These limits are part of and not in addition to the limits of insurance under this policy. C. With respect to the insurance provided to the additional insured(s), Condition 4. Other Insurance of SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS is replaced by the following: 4. Other Insurance a. Primary Insurance This insurance is primary if you have agreed in a written contract or written agreement: (1) That this insurance be primary. If other insurance is also primary, we will share with all that other insurance as described in c. below; or NIA-061 B GL 01 25 Includes copyrighted material of Insurance Services Office, Inc.with its permission. (1) The coverage afforded by this insurance is primary and non- contributory with the additional insured(s)' own insurance. Paragraphs (1) and (2) do not apply to other insurance to which the additional insured(s) has been added as an additional insured or to other insurance described in paragraph b. below. b. Excess Insurance This insurance is excess over: 1. Any of the other insurance, whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for"your work"; (b) That is fire, lightning, or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for"property damage"to premises temporarily occupied by you with permission of the owner; or (d) If the loss arises out of the maintenance or use of aircraft,"autos"or watercraft to the extent not subject to Exclusion g. of SECTION — COVERAGE A — BODILY INJURY AND PROPERTY DAMAGE. (e) Any other insurance available to an additional insured(s)under this Endorsement covering liability for damages which are subject to this endorsement and for which the additional insured(s) has been added as an additional insured by that other insurance. (1) When this insurance is excess,we will have no duty under Coverages A or B to defend the additional insured(s)against any"suit"if any other insurer has a duty to defend the additional insured(s) against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the additional insured(s)'rights against all those other insurers. (1) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (b) The total of all deductible and self-insured amounts under all that other insurance. (2) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Methods of Sharing If all of the other insurance available to the additional insured(s) permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains,whichever comes first. If any other the other insurance available to the additional insured(s) does NIA-061B GL 01 25 Includes copyrighted material of Insurance Services Office, Inc.with its permission. not permit contribution by equal shares,we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. NIA-061B GL 01 25 Includes copyrighted material of Insurance Services Office, Inc.with its permission. MNONPROFITS` INSURANCE NONPROFITS OWN _ ALLIANCE OF CALIFORNIA Part of Nonprofits Insurance Alliance(NIA) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Any person or organization as required under a written contract or agreement currently in effect, or becoming effective during the term of this policy Where you are so required in a written contract or agreement currently in effect or becoming effective during the term of this policy, we waive any right of recovery we may have against that person or organization, who may be named in the schedule above, because of payments we make for injury or damage. Policy Number: 01-CP-0001 376-01-1 3 NIA-026B GL 01 25 Includes copyrighted material of Insurance Services Office, Inc.with its Page 1 of 1 permission.