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PD License Agreement for MGP XI NorthgateMGP LICENSE AGREEMENT This License Agreement is made retroactive as of June 1, 2018 ("License Agreement"), by and between MGP XI NORTHGATE, LLC, a Delaware limited liability company, ("MGP") and the CITY OF SAN RAFAEL, a California charter city ("Licensee"). (a) MGP: MGP XI NORTHGATE, LLC Re: Northgate Mall, Unit No. 731-232 425 California Street, loth Floor San Francisco, CA 94104-2113 with copy to: MERLONE GEIER MANAGEMENT, LLC Attn: May Mar - General Manager 5800 Northgate Mall, Suite 200 San Rafael, CA 94903 Telephone: (415) 479-5956 Email: mmar@merlonegeier.com (b) LICENSEE: City of San Rafael, for the San Rafael Police Department 1400 5th Avenue San Rafael, CA 94901-1943 Contact: Captain David Starnes Telephone: 415-485-3471 Email: 372®srpd.org Signer: Jim Shutz Telephone: (415) 485-3070 Email: jim.schutz@cityofsanrafael.org (c) PREMISES: 5800 Northgate Mall, Suite 232, San Rafael, CA 94903, (Unit# 731-232) in (Section 1) the "Northgate Mall" ("Shopping Center") as depicted in the approximate location(s) on Exhibit A attached hereto. The Premises contains approximately 200 square feet. Licensee and MGP acknowledge and agree that as of the date of this License Agreement, Licensee is currently in possession of the Premises pursuant to that certain License Agreement dated June 1, 2017 ("Prior Agreement"). Licensee understands that as of the Effective Date, Licensee's occupancy of the Premises will be governed solely by this License Agreement. (d) USE: The Premises shall be used solely as a police substation office for on-site (Section 1) police presence and for no other purpose. No uses of the Premises shall be permitted that violate the use License Agreement San Rafael Police Department Page 1 of 9 Northgate Mall Unit #731-232 DocuSign Envelope ID: 51E28377-86FE-435F-84EF-BC8A13DAD887 NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN, IT IS AGREED BETWEEN THE UNDERSIGNED AS FOLLOWS: 1. Premises and Permit to Enter Premises. MGP grants to Licensee a non-exclusive revocable license to enter the Premises for the sole use set forth above and for no other use, subject to Licensee's compliance with all of the terms of this License Agreement. Licensee shall use the Premises under the trade name specified above; and said trade name shall not be changed at any time during the term hereof without prior written consent from MGP. Licensee shall continuously operate within the Premises in accordance with the Permitted Use and shall be open for business within the entire Premises on each day and for at least the hours that the Shopping Center is open. Licensee shall not permit any other person, except Licensee's employees and customers, to enter or use the Premises without MGP's prior written consent. Licensee acknowledges that the Premises and the Shopping Center may be subject to future construction. Additionally, Licensee acknowledges that the Premises and Shopping Center as depicted on Exhibit A may not remain as shown and MGP may relocate, increase, reduce or otherwise change the number, dimensions, or locations of buildings, parking areas, drives, exits, entrances, walks and other common areas of the Shopping Center. Licensee acknowledges that the construction, if and when it may occur, may involve barricading, materials storage, noise, dust, vibration, scaffolding, demolition, structural alterations, the presence of workmen and equipment, rearrangement of parking areas, common areas, roadways and lighting facilities, redirection of vehicular and pedestrian traffic, and other inconveniences typically associated with construction. Licensee hereby agrees that no exercise by MGP of any rights herein reserved shall entitle Licensee to any compensation by MGP for any inconvenience occasioned thereby. 2. Base License Fee, Percentage License Fee, Additional License Fee. Licensee shall pay to MGP the Base Fee set forth above in advance in monthly installments on or before the first day of each and every month of the Term from and after the Commencement Date. The Base License Fee for any period during the Term, which is for less than a full calendar month, shall be prorated based on the number of actual days in the month. All "License Fees" (as herein defined) shall be payable without demand, deduction or offset, except as expressly otherwise provided in this License Agreement, to MGP at the address stated above, or to such other persons or at such other places and in such manner as MGP may designate in writing. References in this License Agreement to "Additional License Fees" shall mean all monetary amounts owing from Licensee to MGP other than the Base License Fee and Percentage License Fee. The term "License Fees" shall mean all Base License Fees, Percentage License Fees, and License Agreement Page 2 of 9 Northgate Mall San Rafael Police Department Unit #731-232 restrictions and exclusive use restriction in favor of existing tenants and occupants. Any change in the permitted use shall require MGP's prior written approval. (e) TERM: Commencement: June 1, 2018 (Section 24) Termination Date: May 31, 2019 (f) HOURS OF OPERATION: Licensee's Police Department shall have access to the Premises 24 hours (Section 1) a day, 7 days a week through the Shopping Center on-site Security. (g) BASE LICENSE FEE: Good and valuable consideration, the receipt and sufficiency of which is (Section 2) hereby acknowledged. (h) ADDITIONAL LICENSE None. FEE: (Sections 9, 10) (i) PERCENTAGE LICENSE None. FEE: (Sections 3, 4) (j) SECURITY DEPOSIT: None. (Section 11) NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN, IT IS AGREED BETWEEN THE UNDERSIGNED AS FOLLOWS: 1. Premises and Permit to Enter Premises. MGP grants to Licensee a non-exclusive revocable license to enter the Premises for the sole use set forth above and for no other use, subject to Licensee's compliance with all of the terms of this License Agreement. Licensee shall use the Premises under the trade name specified above; and said trade name shall not be changed at any time during the term hereof without prior written consent from MGP. Licensee shall continuously operate within the Premises in accordance with the Permitted Use and shall be open for business within the entire Premises on each day and for at least the hours that the Shopping Center is open. Licensee shall not permit any other person, except Licensee's employees and customers, to enter or use the Premises without MGP's prior written consent. Licensee acknowledges that the Premises and the Shopping Center may be subject to future construction. Additionally, Licensee acknowledges that the Premises and Shopping Center as depicted on Exhibit A may not remain as shown and MGP may relocate, increase, reduce or otherwise change the number, dimensions, or locations of buildings, parking areas, drives, exits, entrances, walks and other common areas of the Shopping Center. Licensee acknowledges that the construction, if and when it may occur, may involve barricading, materials storage, noise, dust, vibration, scaffolding, demolition, structural alterations, the presence of workmen and equipment, rearrangement of parking areas, common areas, roadways and lighting facilities, redirection of vehicular and pedestrian traffic, and other inconveniences typically associated with construction. Licensee hereby agrees that no exercise by MGP of any rights herein reserved shall entitle Licensee to any compensation by MGP for any inconvenience occasioned thereby. 2. Base License Fee, Percentage License Fee, Additional License Fee. Licensee shall pay to MGP the Base Fee set forth above in advance in monthly installments on or before the first day of each and every month of the Term from and after the Commencement Date. The Base License Fee for any period during the Term, which is for less than a full calendar month, shall be prorated based on the number of actual days in the month. All "License Fees" (as herein defined) shall be payable without demand, deduction or offset, except as expressly otherwise provided in this License Agreement, to MGP at the address stated above, or to such other persons or at such other places and in such manner as MGP may designate in writing. References in this License Agreement to "Additional License Fees" shall mean all monetary amounts owing from Licensee to MGP other than the Base License Fee and Percentage License Fee. The term "License Fees" shall mean all Base License Fees, Percentage License Fees, and License Agreement Page 2 of 9 Northgate Mall San Rafael Police Department Unit #731-232 DocuSign Envelope ID: 51 E28377-86FE-435F-84EF-BC8A1 3DAD887 MGP Additional License Fees that may be due from Licensee to MGP pursuant to this License Agreement. If requested by MGP, Licensee shall pay all License Fees due hereunder by electronic funds transfer ("EFT"). 3. Intentionally Deleted. 4. Intentionally Deleted. 5. Intentionally Deleted. 6. Common Area. Other than those areas, if any, specifically designated as Premises set forth on Exhibit A attached hereto, Licensee, its employees and customers may use the Common Area of the Shopping Center solely for pedestrian and vehicular ingress and egress. The term "Common Area" shall mean all areas within the interior and exterior boundaries of the Shopping Center that are not now or in the future held for exclusive use by MGP or by other persons entitled to occupy same. 7. Parking. Licensee and its representatives, employees, agents, independent contractors and invitees ("Agents") are authorized to use the parking and common areas in common with other persons during the term of this License Agreement, subject to the rules and regulations set forth in Exhibit B attached hereto, provided however, that said Agents shall park only in designated areas and that no overnight parking is allowed without the express prior written consent of MGP. Notwithstanding the forgoing MGP has provided Licensee two (2) designated and marked parking spaces for patrol vehicles in the approximate parking lot location as shown on Exhibit A. 8. Signage. If applicable, Licensee shall submit a scaled plan of the proposed sign for the Premises for review and approval of MGP, said approval or disapproval to be at the sole discretion of MGP. Licensee shall not erect or install in, upon or about the Premises any exterior or interior signs or advertising media, or window or door lettering or placards, without MGP's consent which may be withheld in MGP's sole and absolute discretion. All such signs shall comply with all applicable laws, ordinances, rules and regulations and the Shopping Center's sign criteria, together with the Shopping Center sign program (a copy of which has been provided to Licensee prior to the date of, or concurrently with, this License Agreement), as the same may be amended from time to time. All such signs shall be maintained by Licensee in first-class condition and state of repair, and shall not, at any time, occupy more than twenty-five percent (25%) of the storefront windows or doors. Licensee shall not use any advertising media that can be heard or seen outside the Premises, such as loudspeakers, phonographs or radio broadcasts. Upon expiration of this License Agreement, Licensee shall promptly remove all signs installed hereunder, "cap -off" the electrical wiring thereto and repair all damage caused thereby. Licensee shall not be allowed any sign on the Premises, or any part thereof, relating to a second-hand store, auction, distress or fire sale or bankruptcy sale, "going -out -of -business" sale or "lost our license" sale, without the express prior written consent of MGP, to be granted in MGP's sole discretion. If Licensee is found to be in violation of this paragraph, MGP shall have the right to terminate this License Agreement upon twenty-four (24) hour advance written notice to Licensee. 9.' Trash. At all times, Licensee shall keep the Premises and surrounding areas clean and free of dirt, stains, and trash. Trash generated from Licensee or Licensee's employees, agents or contractors must be transported to the Shopping Center trash collection area, as designated by MGP. Licensee shall, at Licensee's cost, cause the removal and legal disposal of all trash, debris, packaging, and waste materials from the Premises on a daily basis. Fixtures, wood pallets, racks and items other than soft trash are not to be placed in the trash collection area. Cardboard boxes must be broken down and placed in recycle bins designated by MGP. If Licensee fails to provide trash disposal and cleanup per these requirements, MGP shall have the right to cause the removal of such trash and debris or performance of appropriate clean up at MGP's sole cost and expense. In the event that: (i) Licensee or Licensee's employees, agents or contractors shall fail to dispose of trash in the manner provided herein, or (ii) Licensee or any of Licensee's employees, agents or contractors disposes of their trash in the mall common area trash containers, Licensee, or any Licensee Parties (as hereinafter defined) shall receive a Fifty Dollar ($50.00) fine per occurrence such fines shall be due and payable along with the Base License Fee next coming due under this License Agreement. 10. Intentionally Deleted. 11. Intentionally Deleted. 12. Intentionally Deleted.. License Agreement Page 3 of 9 Northgate Mall San Rafael Police Department Unit #731-232 DocuSign Envelope ID: 51E28377-86FE-435F-84EF-BC8A13DAD887 13. Interest. Any sum due and payable to MGP under the terms of this License Agreement which is not paid when due shall bear interest from the date when the same becomes due and payable by the provisions hereof until paid at a per annum interest rate equal to the lesser of (i) the then applicable "prime' interest rate published from time to time by the Wall Street Journal plus two (2) percentage points, or (ii) the maximum rate allowed by applicable usury law. 14. Condition of Premises. Licensee accepts the Premises in an "AS IS" condition. MGP expressly disclaims any warranty or representation with regard to the condition, safety, security or suitability for Licensee's intended use of the Premises or the Shopping Center. 15. Certified Access Specialist. Pursuant to Section 1938 of the California Civil Code, MGP hereby advises Licensee that as of the Effective Date of this License Agreement, the Premises has not undergone inspection by a Certified Access Specialist (a "CASp") during MGP's ownership of the Shopping Center, nor, to MGP's actual knowledge (without any duty of inquiry, as of the Effective Date, prior to MGP s ownership of the Shopping Center. Further, pursuant to Section 1938 of the California Civil Code, MGP notifies Licensee of the following: "A Certified Access Specialist (CASp) can inspect the Premises and determine whether the Premises comply with all of the applicable construction -related accessibility standards under state law. Although state law does not require a CASp inspection of the Premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the Premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of any such CASp inspection, the payment of the costs and fees for the CASp inspection and the cost of making any repairs necessary to correct violations of construction -related accessibility standards within the Premises." Therefore and notwithstanding anything to the contrary contained in this License, MGP and Licensee agree that (a) Licensee may, at its option and at its sole cost, cause a CASp to inspect the Premises and determine whether the Premises complies with all of the applicable construction -related accessibility standards under California law, (b) the parties shall mutually coordinate and reasonably approve of the timing of any such CASp inspection so that MGP may, at its option, have a representative present during such inspection, (c) Licensee shall be solely responsible for the cost of any repairs necessary to correct violations of construction -related accessibility standards within the Premises, any and all such alterations and repairs to be performed in accordance with this License Agreement, and (d) if anything done by or for Licensee in its use or occupancy of the Premises shall require repairs to the Building or Shopping Center (outside the Premises) to correct violations of construction -related accessibility standards, then Licensee shall reimburse MGP upon demand, as Additional License Fee for the cost to MGP of performing such repairs. 16. Utilities Compliance. Licensee agrees to reasonably cooperate with MGP to the extent required by MGP to comply with California Public Resources Code Section 25402.10 including, without limitation, providing or consenting to any utility company providing Licensee's energy consumption information for the Premises to MGP. 17. Compliance with Laws and Shopping Center Rules and Regulations Licensee shall obtain, at its sole cost and expense, all governmental permits and authorizations of whatever nature required by any governmental agencies having jurisdiction over Licensee's use of the Premises. Licensee, at its sole cost, will comply with all applicable governmental laws and regulations, including Americans with Disabilities Act (ADA) compliance. Licensee will also comply with any and all reasonable rules and regulations promulgated by MGP, including, but not limited to, those rules and regulations as set forth in Exhibit B attached hereto. Licensee shall not do or permit to be done anything that will obstruct or interfere with the rights of other tenants or occupants of the building in which the Premises are located ("Building") or the Shopping Center, if any, or injure or annoy them. Licensee shall not cause, maintain or permit any nuisance in, on or about the Premises, the Building or the Shopping Center, nor commit or suffer to be committed any waste in, on or about the Premises. 18. Maintenance and Condition of Premises. Licensee shall maintain the Premises in a neat, clean, orderly and safe condition and shall be responsible for any damage done in or to the Premises or to the Shopping Center caused by Licensee or its employees, agents or contractors and for any repairs necessitated by alterations, additions or improvements made by or on behalf of Licensee. If Licensee fails to perform any of its obligations, MGP may, at its option, after five (5) days written notice to Licensee (provided that no notice shall be required in the event of an emergency), enter the Premises and put the same in good order and repair and the cost of MGP's work, together with an administrative fee of fifteen percent (15%) of such costs, shall become due and payable as an Addition License Fee by Licensee to MGP. Upon termination of this License Agreement, Licensee shall peaceably surrender and quit the Premises in good order, condition and repair, reasonable wear and tear excepted only and, at License Agreement Page 4 of 9 Northgate Mall San Rafael Police Department Unit #731-232 DocuSign Envelope ID: 51E28377-86FE-435F-84EF-BC8A13DAD887 GP its expense, shall remove all of its trade fixtures, furniture, personal property or any inventory or equipment used by Licensee in the Premises and repair any damage to the Premises occasioned by removal of these items. 19. Moving Shopping Center Furniture/Items. Furniture, planters or other items located in the Common Area of the Shopping Center shall not be moved or relocated by Licensee or Licensee's personnel. Licensee may request from MGP that furniture, planters or other items be moved and if MGP approves said request only MGP personnel shall move those particular items. 20. Improvements. Licensee, its employees, agents or contractors shall construct no structure, sign or other improvement of any kind on the Premises without the prior written approval of MGP in each case. Licensee shall submit plans and specifications to MGP for approval in each instance. Approval may be withheld, in MGP's sole and absolute discretion. No changes, modifications or alterations from approved plans and specifications may be made without MGP's prior written approval. No approval by MGP of any plans or specifications shall constitute (i) approval of architectural or engineering sufficiency or representation or (ii) warranty by MGP as to the adequacy or sufficiency of the plans and specifications or the improvements contemplated for Licensee's use or purpose. MGP, by approving plans and specifications, assumes no responsibility or liability for any defect in any improvements constructed on the basis of the plans and specifications. MGP's approval of any plans does not guarantee code compliance, efficiency, safety, or accuracy, for which Licensee is solely responsible. 21. Liens. Licensee shall not permit to be placed against the Premises or the Shopping Center, or any part of the Premises or the Shopping Center, any mechanics', materialmen's, contractors' or subcontractors' liens. Licensee shall indemnify, defend and hold MGP harmless from all liability for any and all liens, claims and demands, together with the costs of defense and reasonable attorney's fees related to same. Should Licensee fail, within ten (10) days of a written request from MGP, either to discharge any said lien or claim, or to indemnify, hold harmless and defend MGP from and against any loss, damage, or injury, liability or claim arising out of Licensee's use of the Premises as provided above, then MGP, at its option, may elect to pay any lien, claim, loss, demand, injury, liability or damages, or settle or discharge any action or satisfy any judgment and all costs, expenses and attorney's fees incurred in doing so shall be paid to MGP by Licensee upon written demand, together with interest thereon at a rate equal to the maximum rate allowed by applicable usury law. MGP reserves the right, at any time and from time to time, to post and maintain on the Premises, any portion thereof or on the improvements on the Premises any notices of non -responsibility or other notice as may be desirable to protect MGP against liability. Licensee shall immediately give MGP notice of any claim, demand, stop notice or lien made or filed against the Premises or the Shopping Center and/or any action affecting title to the Premises or Shopping Center. 22. Indemnity. To the fullest extent permitted by law, Licensee agrees that neither MGP nor MGP's employees, agents, representatives and contractors shall be liable for any injury to or death of persons or damage to property of Licensee (or its contractors and subcontractors, if any) or any other person from the date of this License Agreement. Licensee shall defend, indemnify and hold MGP and MGP's agents, officers, directors, employees, contractors, property manager and mortgagees harmless against and from any and all claims, liabilities, losses, damages, suits, costs and expenses of any kind or nature including without limitation reasonable attorneys' fees arising from or relating to (a) use of the Premises or the common areas by Licensee or any of Licensee's respective agents, employees, contractors or invitees (each a "Licensee Party" and collectively, the "Licensee Parties'), or (b) any acts, omissions, negligence, or default of Licensee or any of the Licensee Parties (including, without limitation, from any holding over in the Premises following the expiration of the Term or earlier termination of this License Agreement. The terms of the indemnification by Licensee set forth in this Section shall survive the expiration or earlier termination of this License Agreement. 23. Insurance. Prior to entering the Premises and at all times during the Term, Licensee, at its sole expense, shall maintain a policy or policies of insurance with a reputable insurance company acceptable to MGP meeting the requirements set forth in Exhibit C attached hereto. Licensee shall, prior to entering into possession of the Premises, deliver to MGP certificates of insurance evidencing same. 24. Relocation and Termination. In the event MGP, in its sole and absolute discretion, determines that it is necessary or desirable that Licensee vacate the Premises or that the Premises be altered in connection with MGP's expansion, reduction, renewal, renovation, or construction of new or existing improvements in the Shopping Center, MGP, at MGP's sole and absolute discretion, may relocate Licensee to other premises in the Shopping Center, upon three (3) days written notice, with no liability to either party. License Agreement Page 5 of 9 Northgate Mall San Rafael Police Department Unit #731-232 DocuSign Envelope ID: 51E28377-86FE-435F-84EF-BC8A13DAD887 25. Licensee Default, Remedies. Licensee shall be in default in the event of any of the following: (i) if Licensee fails to make any payment of any License Fee or any other sum or amount payable hereunder and such failure shall continue for three (3) days after notice by MGP; (ii) if Licensee fails to perform any other obligation to be performed by Licensee hereunder and such failure shall continue for five (5) days after written notice by MGP; provided, however, if the nature of such default is such that the same cannot reasonably be cured within a five (5) day period, then Licensee shall not be deemed to be in default if it shall commence such cure within such five (5) day period and thereafter rectify and cure such default with due diligence; or (iii) if Licensee abandons or vacates the Premises. In any such event, MGP shall have the right to terminate this License Agreement by written notice to Licensee. Any notice given by MGP pursuant to the terms of this Section shall be in lieu of and not in addition to, any notice required under California Code of Civil Procedure Section 1161, if applicable, or any similar, superseding statute. In the event of termination due to a breach by Licensee of any provision of this License Agreement, MGP may re-enter and take possession of the Premises and remove all persons and things. MGP may also seek all other remedies available at law or in equity including, but not limited to, a suit for damages or an action for specific performance or injunction. All remedies provided in this License Agreement or by law or in equity shall be cumulative and non-exclusive. 26. Surrender. Prior to the expiration or date of early termination of this License, Licensee shall (i) remove all its personal property, signs, sets, displays and equipment from the Premises and the Shopping Center, (ii) remove all telephone and data cabling installed by or on behalf of the Licensee, (iii) restore the Premises to the condition in which the Premises existed prior to installing such personal property, signs, sets, displays and equipment, subject to ordinary wear and tear, (iv) repair all damage caused by or in connection with Licensee's compliance with the obligations contained in this Section, (v) pay the Base License Fee and other sums due and payable or outstanding; and (vi) surrender to MGP the Premises, broom -clean and in good condition; provided, however, that Licensee shall not remove any fixtures or personal property affixed to the Premises. Any of Licensee's obligations under this Section which have not been performed by Licensee prior to the expiration or earlier termination of this License Agreement shall survive such expiration or termination. 27. Holdover. This License Agreement shall terminate without further notice at the expiration of its specified term. Any holding over by Licensee after the expiration of the Term hereof shall not constitute a renewal or extension of the License Agreement or give Licensee any rights in or to the Premises except as expressly provided in this License Agreement. Any holding over after such expiration with the express written consent of MGP shall be construed to be a month to month tenancy on the same terms and conditions herein specified insofar as applicable except that Base License Fee shall be increased to an amount equal to 250% of the Base License Fee which was payable by Licensee during the last full calendar month of the term hereof. Any holding over without MGP's written consent shall constitute only a tenancy at sufferance, terminable by MGP immediately on delivery of written notice, and during such unconsented holdover, Licensee shall be obligated to pay MGP daily damages equal to 1/30th of 250% of the Base License Fee which was payable by Licensee during the last full calendar month of the Term, plus percentage License Fee as set forth herein. 28. Hazardous Materials. Except for ordinary and general office supplies, such as copier toner, liquid paper, glue, ink and common household cleaning materials, and motor vehicle fuel stored in fuel tanks of motor vehicles used on site in compliance with all Environmental Laws (some or all of which may constitute Hazardous Materials), Licensee agrees not to cause or permit any Hazardous Materials to be brought upon, stored, used, handled, generated, released or disposed of on, in, under or about the Premises, the Building, the Common Areas or any other portion of the Shopping Center by Licensee, its agents, officers, directors, shareholders, members, managers, partners, employees, subtenants, assignees, licensees, contractors or invitees (collectively, "Licensee's Parties"), without the prior written consent of Licensor, which consent Licensor may withhold in its sole and absolute discretion. Upon the expiration or earlier termination of this License, Licensee agrees to promptly remove from the Premises, the Building and the Shopping Center, at its sole cost and expense, any and all Hazardous Materials, including any equipment or systems containing Hazardous Materials which are installed, brought upon, stored, used, generated or released upon, in, under or about the Premises, the Building and/or the Shopping Center or any portion thereof by Licensee or any of Licensee's Parties. To the fullest extent permitted by law, Licensee agrees to promptly indemnify, protect, defend and hold harmless Licensor and Licensors members, shareholders, partners, officers, directors, managers, employees, agents, contractors, successors and assigns (collectively, "Licensor Parties") from and against any and all claims, damages, judgments, suits, causes of action, losses, liabilities, penalties, fines, expenses and costs (including, without limitation, clean-up, removal, remediation and restoration costs, sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees and court costs) which arise or result from the presence of Hazardous Materials on, in, under or about the Premises, the Building or any other License Agreement Page 6 of 9 Northgate Mall San Rafael Police Department Unit #731-232 DocuSign Envelope ID: 51 E28377-86FE-435F-84EF-BC8A13DAD887 MGP portion of the Shopping Center and which are caused or permitted by Licensee or any of Licensee's Parties. As used in this License, the term "Environmental Law(s)" means any past, present or future federal, state or local Law relating to (a) the environment, human health or safety, including, without limitation, emissions, discharges, releases or threatened releases of Hazardous Materials (as defined below) into the environment (including, without limitation, air, surface water, groundwater or land), or (b) the manufacture, generation, refining, processing, distribution, use, sale, treatment, receipt, storage, disposal, transport, arranging for transport, or handling of Hazardous Materials. As used in this License, the term "Hazardous Materials" means and includes any hazardous or toxic materials, substances or wastes as now or hereafter designated or regulated under any Environmental Laws including, without limitation, asbestos, petroleum, petroleum hydrocarbons and petroleum based products, urea formaldehyde foam insulation, polychlorinated biphenyls ("PCBs"), and Freon and other chlorofluorocarbons. 29. Licensor Exculpation. It is expressly understood and agreed that notwithstanding anything in this License to the contrary, and notwithstanding any applicable law to the contrary, the liability of Licensor and the Licensor Parties hereunder (including any successor licensor) and any recourse by Licensee against Licensor or the Licensor Parties shall be limited solely and exclusively to an amount which is equal to the interest of Licensor in the Shopping Center, and neither Licensor, nor any of the Licensor Parties shall have any personal liability therefor, and Licensee hereby expressly waives and releases such personal liability on behalf of itself and all persons claiming by, through or under Licensee. 30. Confidentiality. Except as otherwise required by law, the provisions of this License Agreement are confidential and shall remain confidential unless disclosed by MGP, in its discretion. Licensee represents, warrants and covenants that Licensee, its agents, employees, and contractors (collectively "Agents"), have not published or disclosed and shall not publish or disclose to any third party any of the provisions of this Licensee Agreement. Licensee acknowledges that any disclosure to a third party made by Licensee or its Agents may substantially harm MGP's marketing efforts in the Center in that as a result of such disclosure, MGP may have to provide potential licensees and/or any licensee occupying space into the Center with license concessions which could not have been provided by MGP but for such disclosure by Licensee or its Agents. Any such disclosure by Licensee or its Agents, shall, at the option of MGP, constitute a noncurable default by Licensee for which MGP may elect either to (i) terminate this License Agreement; or (ii) keep this License Agreement in full force and effect and, in either case, pursue MGP's remedies in law and equity for Licensee's breach. 31. Inspection. MGP and its representatives, employees, agents or independent contractors may enter and inspect the Premises or any portion of the Premises or any improvements on the Premises at any time and from time to time without any diminution or abatement of any License Fee payable by Licensee. 32. Non -assignment. Licensee may not assign, sublet or otherwise transfer its interest under this License Agreement. Any attempted assignment, sublet or transfer made in violation of this provision shall be null and void. 33. Waiver of Redemption Rights. Licensee waives any and all rights to retain, recover, or regain possession of the Premises or to reinstate or redeem this License Agreement, including any right of redemption or relief from forfeiture, to which Licensee otherwise may be entitled under any present or future law including, without limitation, California Code of Civil Procedure Sections 1174 and 1179. 34. Notices. Every notice, demand or request (collectively 'Notice") required hereunder or by law to be given by either party to the other shall be in writing and shall be served on the parties at the addresses set forth above or such other address as the party to be served may from time to time designate in a Notice to the other party. Any such Notices shall be sent either by: (a) United States certified or registered mail, postage prepaid, return receipt requested; (b) overnight delivery using a nationally recognized overnight courier, which shall provide evidence of delivery upon sender's request; (c) personal delivery; or (d) electronic email ("email"), in which case Notice shall be deemed delivered upon receipt of confirmation of transmission of such Notice (provided a follow up Notice is: (i) mailed by certified or registered US Mail, postage prepaid, return receipt requested; (ii) delivered by overnight delivery; or (iii) delivered by personal delivery within (1) business day thereafter). All notices given in the manner specified herein shall be effective upon the earliest to occur of: (i) actual receipt; (ii) the date of inability to deliver to the intended recipient as evidenced by the U. S. Postal service or courier; or (iii) the date of refusal by the intended recipient to accept delivery as evidenced by the U. S. Postal service or courier. 35. Real Estate Broker; Finders. MGP and Licensee hereby warrant to each other that they have no dealings with any real estate broker or agent in connection with the terms of this License and that they know of no License Agreement Page 7 of 9 Northgate Mall San Rafael Police Department Unit #731-232 DocuSign Envelope ID: 5lE28377-86FE-435F-84EF-BC8A13DAD887 real estate brokers or agents that are entitled to a commission in connection with the terms of this License. Each party agrees to defend, indemnify and hold harmless the other party from and against any claim for commission or finder's fee by any entity that claims or alleges that they were retained or engaged by the first party or at the request of such party in connection with this License. 36. Operation of Antenna. Licensee shall not operate or maintain within the Premises any antenna or other devices for the transmission of wireless signal without the written consent of MGP. In the event, the strength of the signal propagated or distributed from the antenna shall not be stronger than-105dBm at the boundaries or the Premises, and the purpose of the Antenna System shall be limited and ancillary to the Licensee' use of the Premises for retail sales use permitted hereunder. 37. Miscellaneous. Licensee acknowledges and agrees that this License Agreement is intended to be a license to use the Premises, not a lease of the Premises. Notwithstanding the foregoing or anything contained herein to the contrary, if this License Agreement is found to be a lease, not a license agreement, by a court of competent jurisdiction, then MGP shall have all rights and remedies of a landlord at law and in equity. This License Agreement constitutes the entire agreement between MGP and Licensee pertaining to the subject matter of this License Agreement and supersedes all prior and contemporaneous agreements, representations and understandings of MGP and Licensee, oral or written. No supplement, modification or amendment of this License Agreement shall be binding unless in writing and executed by Licensee and MGP. No waiver of any provision of this License Agreement shall constitute a continuing waiver or waiver of any other provision. The unenforceability, invalidity or illegality of any provision of this License Agreement shall not render the other provisions unenforceable, invalid or illegal This License Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of California. The headings of the License Agreement are for purposes of reference only and shall not limit or define the meaning of any provision. Neither this License Agreement nor a short form memorandum of this License Agreement shall be filed or recorded in any public office. 38. Electronic Signature. MGP and Licensee agree that electronic signatures, including those delivered by PDF or signed through the electronic signature system known as DocuSign®, shall have the same effect as originals. All parties to this License waive any and all rights to object to the enforceability of this License based on the form or delivery of signature. 39. Counterparts. This License may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. [Signatures on next page] License Agreement Page 8 of 9 Northgate Mall San Rafael Police Department Unit #731-232 DocuSign Envelope ID: 51 E28377-86FE-435F-84EF-BC8A1 3DAD887 MGP IN WITNESS WHEREOF, the parties hereto have executed this License Agreement on the respective dates set below their signatures. MGP: MGP XI NORTHGATE, LLC, a Delaware limited liability company By: Merlone Geier XI, LLC, a California limited liability company, its Manager DocuSigned by: By 90EBAFDC8667430 Name: Stephanie Turner Its: vice President Date: 6/28/2018 2018 LICENSEE: CITY OF SAN RAFAEL, a California charter city DocuSSicigned11byy: By: Pim J "1 Name: Tim Shutz Its: City Manager Date: 6/13/2018 2018 License Agreement San Rafael Police Department Page 9 of 9 Northgate Mall Unit #731-232 DocuSign Envelope ID: 51E28377-86FE-435F-84EF-BC8A13DAD887 EXHIBIT A SITE PLAN This exhibit is for reference only and is not a representation as to size, dimension, or location of any tenant or Licensee in the shopping center. All buildings, improvements, their occupants and their uses as shown on this plan are subject to modification at the MGP's discretion. Overall Site Plan L- Ga' s:enc- S WAY .;•- :' >_ � 155 16.' n Premises ULV?r LE'fei W Z • ! 2 Parking Spaces License Agreement Exhibit A Northgate Mall San Rafael Police Department Unit #731-232 DocuSign Envelope ID: 51 E28377-86FE-435F-84EF-BC8A13DAD887 EXHIBIT B RULES AND REGULATIONS MGP hereby establishes the following rules and regulations for the safety, care and cleanliness of (i) the store areas (hereinafter referred to as the "demised premises") of any licensee/tenant or licensees/ tenants of the Shopping Center (hereinafter referred to as the "tenant"); (ii) the common area; and (iii) the Shopping Center in general. The following is not intended to be exclusive, but to indicate the manner in which the right to use the store and common areas is limited and controlled by MGP. 1. All floor areas of the demised premises, doors, fixtures, windows and plate glass shall be maintained in a clean, safe and good condition. 2. All trash, refuse and waste materials shall be stored in adequate containers and regularly removed from the demised premises. These containers shall not be visible to the general public and shall not constitute a health or fire hazard, or a nuisance to any other tenant. 3. Tenants may use the demised premises only for the use as stated in this License and for no other purpose. Without MGP's consent, tenants may not utilize the common areas, sidewalks or walkways adjacent to the demised premises nor the roof of the demised premises for any of the following uses: to display, store, or place any merchandise, equipment or devices; to install public telephones/ telecommunication systems, newsstands, vending or other coin operated machines; nor may the demised premises be used to conduct any type of distress or "going out of business' sale; to store any merchandise or materials, other than those reasonably necessary for the operation of a tenant's business, or to black out or otherwise obstruct the windows of the demised premises. In addition no shopping carts and/or baskets may be stored outside the designated areas. 4. Other than those areas, if any, specifically designated as Premises on Exhibit A attached hereto, all tenants and their authorized representatives and invitees shall use any roadway or walkway (including the enclosed mall, if any) only for ingress and egress from the stores in the Shopping Center in accordance with directional or other signs or guides. Roadways shall not be used at a speed in excess of five (5) miles per hour. Walkways (including the enclosed mall, if any) shall be used only for pedestrian travel. 5. Other than those areas, if any, specifically designated as Premises on Exhibit A attached hereto, the parking areas shall be used only for parking motor vehicles, which shall be parked in an orderly manner within the designated painted lines. Parking in front of the designated area will subject the vehicle to being towed off the parking lot. Motor homes, travel trailers and other overnight vehicles must obtain a parking permit from MGP's management office upon arrival. Designated parking areas for overnight vehicles will be assigned by the MGP's management office. The depositing of wastewater of any type onto Premises property is prohibited. The use of Premises water, sewer and electricity is prohibited. 6. MGP agrees to furnish either within the Shopping Center or reasonably close thereto, a limited amount of space for employee parking, which designation may be changed by MGP from time to time at MGP's sole and absolute discretion. Licensee shall furnish MGP with its and its employees' license numbers within five (5) days after requested by MGP and Licensee shall thereafter notify MGP of any change within five (5) days after such change occurs. If Licensee or its employees fail to park their vehicles in designated parking areas, MGP may charge Licensee Twenty -Five and 00/100 Dollars ($25.00) per day for each day or partial day per vehicle parked in any areas other than those designated. Licensee hereby authorizes MGP to tow away from the Shopping Center, at Licensee's expense, any vehicle or vehicles belonging to Licensee or Licensee's employees, which are parked in violation of the foregoing. Notwithstanding the foregoing or anything to the contrary contained elsewhere in the License Agreement or exhibits, MGP may, in its sole discretion, charge for automobile or other vehicular parking, and/or install parking meters in the parking areas comprising the Shopping Center. Licensee's customers will be afforded such free parking with validation as MGP provides to a majority of the tenants in the Shopping Center. 7. No person shall use any of the common areas, (or any of the cars in the parking lot) for any of the following uses without the prior written consent of MGP: (i) vending, peddling or soliciting orders for sale or distributing of any matter; (ii) exhibiting or distributing any written material; (iii) soliciting membership or contributions for any License Agreement Exhibit B Northgate Mall San Rafael Police Department Unit #731-232 DocuSign Envelope ID: 51 E28377-86FE-435F-84EF-BC8A13DAD887 purpose; (iv) parading, patrolling, picketing, demonstrating of any kind; (v) any purpose when none of the businesses in the Shopping Center are open for business; or (vi) any sound -making device that is annoying or unpleasant to the general public. 8. If a tenant provides its customers with the use of shopping carts and/or baskets, such tenant shall be responsible for causing said carts and/or baskets to be stored only in areas designated by MGP. If such tenant fails to routinely collect and store said carts as necessary (at least twice on a daily basis), MGP may assume the responsibility of same and may bill the tenant involved on an estimated monthly basis for such service. The above listing of specific prohibitions is not intended to be exclusive, but is intended to indicate the manner in which the right to use the common areas solely as a means of access and convenience in shopping at the business establishments in the Shopping Center is limited and controlled by MGP. License Agreement Exhibit B Northgate Mall San Rafael Police Department Unit #731-232 DocuSign Envelope ID: 51 E28377-86FE-435F-84EF-BC8A1 3DAD887 EXHIBIT C LICENSEE INSURANCE During the Term of this License Agreement, at its sole cost and expense, Licensee shall maintain in full force and effect the following types of insurance: I. Liability and Workers' Compensation. Comprehensive General Liability Insurance or Commercial General Liability Insurance applying to the use and occupancy of the Premises, and all parts thereof and all areas adjacent thereto, and the business operated by Licensee, or any other occupant, on the Premises. Such insurance shall include Broad Form Contractual liability insurance coverage insuring all of Licensee's indemnity obligations under this License Agreement. Such coverage shall have a minimum combined single limit of liability of at least One Million Dollars ($1,000,000) and a general aggregate limit of Two Million Dollars ($2,000,000), which limits shall apply only to Licensee's use and occupancy of the Premises pursuant to this License Agreement, and to no other sites or facilities of Licensee. All such policies shall be written to apply to all bodily injury, property damage, personal injury and other covered loss, however occasioned, occurring during the policy term, shall be endorsed to add MGP XI NORTHGATE, LLC, MERLONE GEIER MANAGEMENT, LLC, their officers, directors, employees, beneficiaries and agents, and NORTHGATE MALL as "Additional Insureds', and shall provide that such coverage shall be primary and that any insurance maintained by the Additional Insureds shall be excess insurance only. Such coverage shall also contain endorsements: (i) providing for coverage of employer's automobile non -ownership liability; and (ii) providing for product liability coverage. All such insurance shall: (i) provide for severability of interest; (ii) provide that an act or omission of one of the named or additional insureds (excluding deliberate or intentional acts that are not covered under a general liability policy) shall not reduce or avoid coverage to the other named or additional insureds; and (iii) afford coverage for all claims based on acts, omissions, injury and damage, which claims occurred or arose (or the onset of which occurred or arose) in whole or in part during the policy period. Licensee shall also maintain Worker's Compensation insurance in accordance with the law of the state in which the Premises are located, and employer's liability insurance with a limit of not less than $1,000,000 per employee and $1,000,000 per occurrence. If at any time during the Term of this License Agreement the amount or scope of insurance coverage which Licensee is required to carry under this Exhibit C is, in MGP's reasonable judgment, materially less than the amount or types of insurance coverage typically carried by owners or lessees of similar properties located in the vicinity of the Premises, then MGP shall have the right to require Licensee to increase the amount and scope of insurance coverage required herein. All insurance policies described herein shall be endorsed to provide MGP with thirty (30) days' notice of cancellation or change in terms. H. Plate Glass Insurance. Plate glass insurance (if applicable), sufficient to pay for the replacement of, and any or all damage to exterior plate glass and storefront supports in the Premises. In the event Licensee does not secure and maintain plate glass insurance, Licensee agrees to replace, at its sole cost and expense, any and all plate glass that may be broken or damaged during the set-up, removal and/or duration of the Term. III. Licensee's Insurance on Fixtures. Fire insurance, with extended coverage, sprinkler leakage, vandalism and malicious mischief endorsements on all of Licensee's fixtures and equipment in the Premises, in an amount not less than one hundred percent (100%) of their full insurable value, the proceeds of which shall, so long as this License Agreement is in effect, be used for the repair or replacement of the fixtures and equipment so insured. All insurance policies required to be carried by Licensee under this License Agreement shall: (i) be written by companies rated A -/IX or better in the most recent edition of "Best's Insurance Guide'' and authorized to do business in the state in which the Premises are located, and (ii) name any parties designated by MGP as additional insureds. Any deductible amounts under any insurance policies required hereunder shall be subject to MGP's prior written approval, which shall not be unreasonably withheld. Licensee shall deliver to MGP on or before the Commencement Date of the Term of this License Agreement, and thereafter License Agreement Exhibit C Northgate Mall San Rafael Police Department Unit #731-232 DocuSign Envelope ID: 51E28377-86FE-435F-84EF-BC8A13DAD887 s at least thirty (30) days before the expiration dates of expiring policies, certified copies of its insurance policies, or a certificate evidencing the same issued by the insurer thereunder. If Licensee shall fail to procure such insurance or to deliver such policies or certificates, then MGP may, at its option and in addition to any other remedies provided by this License Agreement, procure the same for the account of Licensee, and Licensee shall pay the cost thereof to MGP as additional License Fee. IV. Releases and Waivers of Subrogation. Notwithstanding any other provision of this License Agreement, each party hereby releases and waives any and all rights to recover from or proceed against the other party, and its officers, directors, employees, agents and representatives, for loss or damage to any property of the releasing party or any person claiming through the releasing party arising from any cause required to be insured against by the releasing party under this Exhibit C, but only to the extent that insurance proceeds are actually made available to such releasing party and only so long as the foregoing release and waiver does not adversely affect any insurance carried by such releasing party. The parties shall cause their insurance policies to contain a waiver of subrogation consistent with the foregoing, provided that it is obtainable at no extra cost. If such a waiver of subrogation is obtainable only upon the payment of an additional premium, then the party attempting to obtain such waiver shall give written notice to the other party and shall be required to obtain such waiver only if the other party pays the cost of obtaining such waiver. License Agreement Exhibit C Northgate Mall San Rafael Police Department Unit #731-232 Certificate Of Completion Envelope Id: 51 E2837786FE435F84EFBC8A13DAD887 Subject: 731-232 San Rafael Police Department—EXECUTION License Agreement Source Envelope: Document Pages: 14 Signatures: 2 Certificate Pages: 7 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Original Holder: Licenses MG 6/8/2018 8:10:38 AM licenses@merlonegeier.com Signer Events Signature Jim Schutz D4A41ED3-4F4f,4 D cuSigned by jim.schutz@cityofsanrafael.orgSecurity Level: Email, Account Authentication (None) Using IP Address: 199.88.89.34 Electronic Record and Signature Disclosure: Accepted: 6/8/2018 10:26:50 AM ID:51830ef6-bb63-4c21-af6b-6120852c29a0 Stephanie Turner []—ft -d by: sturner@merlonegeier.com Vice President EBAFDC8667430 Merlone Geier Partners Security Level: Email, Account Authentication Using IP Address: 12.205.168.138 (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Editor Delivery Events Status Agent Delivery Events Status Intermediary Delivery Events Status Certified Delivery Events Status Carbon Copy Events Status Kerry Bames kbames@merlonegeier.com PIED PI G Assistant Property Manager Merlone Geier Management Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status: Completed Envelope Originator: Licenses MG 425 California Street, 10th Floor San Francisco, CA 94109 licenses@merlonegeier.com IP Address: 12.205.168.138 Location: DocuSign Timestamp Sent: 6/8/2018 8:21:16 AM Viewed: 6/8/2018 10:26:50 AM Signed: 6/13/2018 9:00:43 AM Sent: 6/13/2018 9:00:45 AM Viewed: 6/28/2018 4:54:15 PM Signed: 6/28/2018 4:55:30 PM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 6/8/2018 8:21:16 AM 5101%: 98cuQto Carbon Copy Events Status Timestamp Amy Shaw or" � �� � I Sent: 6/8/2018 8:21:17 AM ashaw@merionegeier.com D Property Administrator Merlone Geier Management, LLC Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign May Mar_ C O PH E I Sent: 6/8/2018 8:21:17 AM mmar@merionegeier.com General Manager Merlone Geier Partners Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign e Keene C P' IESent: 6/8/2018 8:21:17 AM kkeene@merlonegeier.com __ Specialty Leasing Director Merlone Geier Management Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Kerry Barnes Sent: 6/28/2018 4:55:32 PM kbarnes@merlonegeier.com Assistant Property Manager Merlone Geier Management Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Brandon Rusk CO PR E D Brusk@merlonegeier.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Stuart Crandall scrandall@merlonegeier.com General Manager Merlone Geier Partners Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign _ COPIED Madeline Hampton COPIED � �T C VR mhampton@merlonegeier.com 1 L Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sent: 6/28/2018 4:55:32 PM Sent: 6/28/2018 4:55:32 PM Sent: 6/28/2018 4:55:32 PM Carbon Copy Events Status Timestamp Will Tipton�� Sent: 6/28/2018 4:55:32 PM wtipton@merlonegeier.com Managing Director Merlone Geier Partners Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 4/10/2014 8:33:12 AM ID: 47318d 1 d-e5b8-4989-9336-ed9f265dfb8a Susan Overton�� �� Sent: 6/28/2018 4:55:32 PM soverton@merlonegeier.com ED Managing Director Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 6/1/2017 3:08:43 PM ID:aac05f08-b311-4212-a221-50a69fd8b78b Sandy Dellibovi�� Sent: 6/28/2018 4:55:32 PM sdellibovi@merlonegeier.com ED Managing Director Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 9/25/2014 7:17:27 AM ID:2a1d816e-a1f8-4ffa-a036-5c66be735403 Greg Geertsen COPIED Sent: 6/28/2018 4:55:32 PM ggeertsen@merlonegeier.com Managing Director Merlone Geier Partners Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Amy ShaCOPIED Sent: 6/28/2018 4:55:32 PM ashaw@medonegeier.com Property Administrator Merlone Geier Management, LLC Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign May Mar Sent: 6/28/2018 4:55:32 PM mmar@merlonegeier.com C O PI E D General Manager Merlone Geier Partners Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Kristi Keene kkeene@merlonegeier.com Specialty Leasing Director Merlone Geier Management Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: 'i' ['- i A Sent: 6/28/2018 4:55:32 PM Carbon Copy Events Status Timestamp Not Offered via DocuSign Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/28/2018 4:55:32 PM Certified Delivered Security Checked 6/28/2018 4:55:32 PM Signing Complete Security Checked 6/28/2018 4:55:32 PM Completed Security Checked 6/28/2018 475532 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 4/9/2014 9:35:08 PM Parties agreed to: Jim Schutz, Will Tipton, Susan Overton, Sandy Dellibovi ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, 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