Loading...
Lib Pop-up Library Extension 4DocuSign Ervelope ID: F14B3590-66A7-41 E5-AFE3-' '94C541 EFC LICENSE AGREEMENT This License Agreement is made as of 5/9/2019 ("License Agreement"), by and between MGP XI NORTHGATE, LLC, a Delaware limited liability company ("MGP"), CITY OF SAN RAFAEL dba Northgate Library ("Licensee"). (a) MGP: MGP XI NORTHGATE, LLC Re: Northgate Mall, Unit No. 731-149 425 California Street, 101h Floor San Francisco, CA 94104-2113 Telephone: 415-693-9000 Facsimile: 415-693-0480 Property Contact Attn: May Mar - General Manager 5800 Northgate Mall, Suite 200 San Rafael, CA 94903 Telephone: (415) 479-5956 Email: mmar@merlonegeier.com (b) LICENSEE: Northgate Library 1400 Fifth Avenue San Rafael, CA 94901 Contact: Henry Bankhead Telephone: (415) 485-3475 Email: henry.bankhead@cityofsanrafael.org Signer: Jim Schutz, City Manager Telephone: (415) 485-3475 Email: jim.schutz@cityofsanrafael.org (c) PREMISES: Located at 5800 Northgate Mall Suite #81, San Rafael, California in the (Section 1) Northgate Mall (Unit #731-149) ("Shopping Center"). The Shopping Center and Premises are depicted in approximate location on Exhibit A attached hereto. The Premises contains approximately 2,939 square feet. (d) USE: The Premises shall be used solely for an outpost library facility including (Section 1) books, DVDs and other library materials to borrow, as well as a book drop, holds pickup and interactive technology and play spaces and for no other purpose. No uses of the Premises shall be permitted that violate the use 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: May 1, 2019 (Section 24) Termination Date: Aril 30, 2020 License Agreement Page 1 of 10 Northgate Mall Northgate Mall Unit #731-149 DocuSign Envelope ID: F1463590-66A7-41E5-3-53294C541EFC The following exhibits are attached hereto and incorporated herein by this reference Exhibit A - Site Plan Exhibit Al -Intentionally Deleted Exhibit B - Rules and Regulations Exhibit C - Licensee Insurance Exhibit D - Intentionally Deleted Exhibit E - Intentionally Deleted 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 License Agreement Page 2 of 10 Northgate Mall Northgate Mall Unit #731-149 This License Agreement is subject to termination by either party upon thirty (30) days' written notice. (f) HOURS OF OPERATION: Monday: 1:00 p.m. to 8:00 p.m. (Section 1) Tuesday: Closed to public Wednesday -Thursday: 1:00 p.m. to 8:00 p.m. Friday -Sunday: 1:00 p.m. to 5:00 p.m. Hours may vary seasonally as directed by MGP. (g) BASE LICENSE FEE: (Section 2) Good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged. (h) ADDITIONAL LICENSE In addition to Base License Fee, Licensee shall also pay to MGP the following amounts, to the extent applicable (collectively, "Additional License Fee"). FEE: (Sections 9,10,18) Common Area Maintenance $ N/A Utilities $ N/A HVAC $ N/A Trash Removal Fee $ Paid Direct per month $ N/A Other Fees (i) PERCENTAGE LICENSE None. FEE: (Sections 3, 4) (j) SECURITY DEPOSIT: $500.00, due and payable upon execution of this License Agreement. (Section 11) The following exhibits are attached hereto and incorporated herein by this reference Exhibit A - Site Plan Exhibit Al -Intentionally Deleted Exhibit B - Rules and Regulations Exhibit C - Licensee Insurance Exhibit D - Intentionally Deleted Exhibit E - Intentionally Deleted 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 License Agreement Page 2 of 10 Northgate Mall Northgate Mall Unit #731-149 DocuSign Envelope ID: F14B3590-66A7-41 E5-AFE3,- �4C541 EFC 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 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. Percentage License Fee. Intentionally Deleted. 4. Gross Sales. Intentionally Deleted. 5. Licensee's Books and Records. 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. 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. Satellite Dish Installation: MGP and Licensee agree that Licensee, at Licensee's sole cost, shall have the License Agreement Page 3 of 10 Northgate Mall Northgate Mall Unit #731-149 DocuSign Envelope ID: F14B3590-66A7-41E5- 3-53294C541EFC right to install and maintain upon the roof of the Premises, at a location mutually approved by MGP and Licensee, which location shall be screened from view ("Dish Site'), a satellite dish, antenna and/or other related equipment ("Satellite Dish") utilized for the exchange of data between the Premises and Licensee's corporate headquarters and/or other stores operated by Licensee or Franchisor's subsidiaries, affiliates or franchisees. MGP agrees to cooperate with Licensee to obtain all permits necessary to perform said installation. In connection with any such installation, MGP shall also permit Licensee to install ancillary conduits, cabling, wiring and associated equipment. In no event shall the Satellite Dish be used by a third party. The installation and operation of the Satellite Dish shall be performed and/or conducted (as the case may be) in a good, workmanlike manner and in compliance with all federal, state, local building, zoning, electrical, telecommunications and safety codes, ordinances, standards, regulations, laws, and requirements, including without limitation, those of the Federal Communications Commission. Licensee's installation shall utilize a non -penetrating roof mount, or other manner of installation approved in writing by MGP, provided before making any installations on the roof, in order to prevent damage to the roof or the voiding or other problems with the enforcement of the warranty of the roof, Licensee agrees to (i) provide MGP and MGP's roofing contractor and/or other designee with Licensee's plans and specifications for any such installation, and (ii) obtain MGP's prior written approval of such plans and specifications. Moreover, if MGP so requires, Licensee will, at its sole cost and expense, have MGP's roofing contractor and/or designee perform any work that affects the roof or roof warranty or have such roofing contractor and/or designee present during such installation. Once such installation has been made, Licensee will not make any material alterations to same without obtaining the prior written consent of MGP. NIGP shall have the right to disapprove any installations or alterations that may void or adversely affect the roof warranty. Licensee shall specify in writing to MGP, prior to any installation or usage in any manner of the Dish Site, all the equipment to be installed (including, without limitation, antenna(s), cabling, and wiring). Any change in equipment by Licensee shall require the prior written consent of MGP. Licensee agrees to indemnify and hold harmless MGP from any costs, liabilities or damages arising from or caused by the installation, use and/or existence of said Satellite Dish. Additionally, at the expiration or early termination of the Lease, Licensee shall remove the Satellite Dish at Licensee's sole cost and expense and shall repair any damage caused by such removal. MGP shall have the right to enter the Dish Site at any time in the event of an emergency and at all reasonable times and upon reasonable notice for the purpose of (i) inspecting same; and (ii) making any repairs to the Dish Site and performing any work therein as may be necessary in MGP's judgement. MGP agrees to cooperate with Licensee (at no cost to MGP) to obtain all permits necessary to perform said installation. In connection with any such installation, MGP shall also permit Licensee to install ancillary conduits, cabling, wiring and associated equipment in accordance with the preceding provisions. 10. 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 Licensee'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. 11. Utilities. Licensee shall pay for all water, sewer, gas, electricity, trash and other utilities used by Licensee during the Term, pursuant to Section h) above, all of which may, at MGP's option, be measured through meters or sub meters to be installed by MGP and maintained by Licensee; provided, if any such services are not or cannot be separately metered or sub metered to Licensee, Licensee shall pay its proportionate share (as equitably determined by MGP) of all charges for utilities jointly metered with other premises. MGP shall have the right at any time and from time to time during the Term to either continue to contract with the existing provider of any utility service for the Premises or to contract with a different company to provide such service. No failure or interruption of any utility or service shall entitle Licensee to discontinue making payments of Base License Fee, Percentage License Fee or Additional License Fee. 12. Security Deposit. Intentionally Deleted. License Agreement Page 4 of 10 Northgate Mall Northgate Mall Unit #731-149 DocuSign Envelope ID: F14B3590-66A7-41 E5-AFE3-' '94C541 EFC 13. Late Fee. The parties hereby agree that MGP will incur certain costs due to late payment by Licensee of Base License Fee or any other sums due hereunder. If any Base License Fee or other sums due hereunder are not received by MGP on or before the date due, or any check is returned by the bank due to insufficient funds, Licensee shall pay to MGP a late charge equal to the greater of (i) ten percent (10%) of such overdue amount or (ii) two hundred dollars ($200.00), plus a penalty for each returned check. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs MGP will incur by reason of late payment by Licensee. In addition, Licensee shall pay to MGP any attorney fees and expenses incurred by MGP by reason of Licensee's failure to pay any License Fee and/or other charges when due hereunder. 14. 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. 15. 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. 16. 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. 17. 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. 18. 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. License Agreement Page 5 of 10 Northgate Mall Northgate Mall Unit #731-149 DocuSign Envelope ID: F1483590 -66A7 -41E5- "3-53294C541EFC 19. 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. Licensee shall maintain all windows, doors, entryways, electrical system, lighting, walls, carpets, security devices, plumbing, HVAC systems and other portions thereof, in good condition and repair, at Licensee's sole cost and expense. 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 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. 20. 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. 21. 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 IVIGP 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. 22. 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. 23. 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. However, to the extent that liability is caused by the active negligence or willful misconduct License Agreement Page 6 of 10 Northgate Mall Northgate Mall Unit #731-149 DocuSign Envelope ID: F14133590-66AT41E5-AFE3 94C541EFC of MGP, MGP's employees, agents, representatives and contractors, Licensee's indemnification obligation shall be reduced in proportion to MGP's share of liability for MGP's active negligence or willful misconduct. 24. 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. 25. 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. If, pursuant to Section (e) above, MGP or Licensee elects to terminate this License Agreement, Licensee's sole obligation for consideration shall be a prorata share of Base License Fee, as defined above, based on the number of days in the Term of this License Agreement. 26. 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. 27. 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. 28. 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. 29. Covenant Against Infringement. Licensee covenants that it shall not use the Premises for the storage, marketing, display or sale of any product or merchandise that MGP in its sole discretion may consider to be License Agreement Page 7 of 10 Northgate Mall Northgate Mall Unit #731-149 DocuSign Envelope ID: F14B3590-66A7-41E5- 3-53294C541EFC counterfeit, knockoff, imitation, lookahke, replica, facsimile of or in any manner an infringement upon trademark or copyrighted product or merchandise of any third party. The foregoing covenant is a material term of the License Agreement. In the event Licensee breaches this covenant, MGP may immediately terminate this License Agreement, without notice, demand, opportunity to cure, or liability to Licensee whatsoever. MGP's election to exercise the provisions of the preceding sentence shall not relieve Licensee of paying any and all costs, fines and/or penalties attributed to any such violation, nor shall it relieve Licensee of its default. ( l MGP Initials . is Licensee Initials) 30. 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 MGP, which consent MGP 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 MGP and MGP's 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 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. 31. 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 MGP and the Licensor Parties hereunder (including any successor licensor) and any recourse by Licensee against MGP or the Licensor Parties shall be limited solely and exclusively to an amount which is equal to the interest of MGP in the Shopping Center, and neither MGP, 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. 32. Confidentiality. Intentionally Deleted. 33. 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. 34. 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. 35. Attorney's and Collectors Fees: Waiver of Tury Trial. If MGP is required to bring or defend any litigation arising out of this License Agreement, or to enforce or defend the provisions hereof, MGP shall recover License Agreement Page 8 of 10 Northgate Mall Northgate Mall Unit #731-149 DocuSign Envelope ID: F14B3590-66A7-41E5-AFE3 '94C541EFC from Licensee its reasonable attorney's fees and costs. If Licensee defaults hereunder, Licensee further agrees to pay all of MGP costs of collection, including any collection fees charged by a collection agency. MGP and Licensee hereby waive trial by jury in any action or proceedings brought by MGP for possession of the Premises, whether or not including a claim for damages, and in any other action arising under this License Agreement. Licensee shall not file any counterclaim, or cross-complaint in any action by MGP for possession of the Premises or to collect fees. ( MGP Initials is Licensee Initials) 36. 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. 37. 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. 38. 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 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. 39. 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. 40. 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. 41. 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. License Agreement Page 9 of 10 Northgate Mall Northgate Mall Unit #731-149 DocuSign Envelope ID: F14B3590-66A7-41E5- 3-53294C541EFC 42. 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. 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 By: FDocuSigned by: Name: ItIt'14ju Stephanie Turner Title: vice President Date: 5/9/2019 LICENSEE: CITY OF SAN RAFAEL dba Northgate Library Doc uSigned by: F i' o By: Name: Jim Schutz Title: city manager Date: 5/1/2019 License Agreement Page 10 of 10 Northgate Mall Northgate Mall Unit #731-149 DocuSign Envelope ID: F14B3590-66A7-41 E5-AFE3-' `94C541 EFC 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 MGP's discretion. rises License Agreement Exhibit A Northgate Mall Northgate Library Unit #731-149 DocuSign Envelope ID: F14B3590-66A7-41E5- 3-53294C541EFC 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 ovemight 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 purpose; (iv) parading, patrolling, picketing, demonstrating of any kind; (v) any purpose when none of the License Agreement Exhibit B Northgate Mall Northgate Library Unit #731-149 DocuSign Envelope ID: F14B3590-66A7-41 E5-AFE3 - '94C541EFC businesses in the Shopping Center are open for business; or (vi) any sound -making device that is annoying or unpleasant to the general public. S. 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 Northgate Library Unit #731-149 DocuSign Envelope ID: F1463590 -66A7-41 E5- ` 1-53294C541 EFC 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. II. 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 Northgate Library Unit #731-149 DocuSign Envelope ID: RQ3590-66ATCE5-AFE 294C541EFC 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 Northgate Library Unit #731-149 Docu.5vol. C SaCU Qa0 Certificate Of Completion Envelope Id: F 1 4B359066A741 E5AFE353294C541 EFC Status: Completed Subject: 731-149 Northgate Library_EXECUTION License Agreement Source Envelope: Document Pages: 16 Signatures 3 Envelope Originator: Certificate Pages: 7 Initials: 4 Licenses MG AutoNav: Enabled 425 California Street, 10th Floor Envelopeld Stamping: Enabled San Francisco, CA 94109 Time Zone: (UTC -08:00) Pacific Time (US & Canada) licenses@merlanegeier.com IP Address: 12.205.168.138 Record Tracking Status: Original Holder: Licenses MG Location: DocuSign 5/1/2019 9:47:59 AM licenses@merlonegeier.com Signer Events Signature Timestamp Jim Schutz OocuSigned by Sent: 5/1/2019 9:53:44 AM jim.schutz@cityofsanrafael.org MS "7 D4A41FMA4F46463 Viewed: 5/1/2019 10:31:49 AM City Manager Signed 5/1/2019 10:32:51 AM Security Level: Email, Account Authentication (None) Signature Adoption. Pre -selected Style Using IP Address. 199.88.89.34 Electronic Record and Signature Disclosure: Accepted: 5/1/2019 10:31:49 AM ID: 3438ef65-4a56-4770-9745-d624c056fab4 Stevi Loucks Dacu5lgned by Sent: 5/1/2019 10:32:53 AM � Jh �5 licenses@merlonegeier.com I Viewed: 5/7/2019 4:44:05 PM Merlone Geier R66C6FCAA7RA4- Signed: 5/7/2019 4:44:24 PM Security Level: Email, Account Authentication (None) Signature Adoption: Pre -selected Style Using IP Address: 73.93.31.245 Electronic Record and Signature Disclosure: Not Offered via DocuSign Stephanie Turner E bocuSigned by: Sent: 5/7/2019 4:44:26 PM sturner@merlonegeier.com Viewed: 5/9/2019 2:13:41 PM Vice President 9DFRAFDC6667476 Signed: 5/9/2019 2:15:07 PM Merlone Geier Partners Security Level: Email, Account Authentication Signature Adoption: Uploaded Signature Image (None) Using IP Address: 12.205.168.138 Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Kerry Barnes — � kbarnes@merlonegeier.com � � � � � Assistant Property Manager Merlone Geier Management Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Amy Shaw ashaw@merlonegeier.com COPIER) Property Administrator Merlone Geier Management, LLC Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign May Mar C0 PI � � mmar@merlonegeier.com 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: Not Offered via DocuSign Kerry Barnes kbarnes@merlonegeier.com C ED Assistant Property Manager Merlone Geier Management Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Brandon Rusk � � � �� E Brusk@merlonegeier.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Elizabeth Prost eprost@merlonegeier.com Assistant Property Administrator Merlone Geier Partners Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign t- it j J '! I-. L. -.-................. -- Timestamp Sent: 5/1/2019 9:53:44 AM Viewed: 5/1/2019 10:08:44 AM Sent: 5/1/2019 9:53:44 AM Sent: 5/1/2019 9:53:45 AM Viewed: 5/1/2019 9:58:17 AM Sent 5/1/2019 9 5345 AM Sent: 5/9/2019 2:15:09 PM Sent: 5/9/2019 2:15:09 PM Sent: 5/9/2019 2:15:09 PM Carbon Copy Events Status Timestamp Stuart Crandall�� Sent: 5/9/2019 2:15:09 PM scrandall@merlonegeier.com ED Senior General Manager Merlone Geier Partners Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Madeline Hampton�� ID Sent: 5/9/2019 2:15:09 PM mhampton@merlonegeier.com COV E Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Will Tipton�+�y Sent: 5/9/2019 2:15:09 PM wtipton@merlonegeier.com CO M E D j f 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:47318dld-e5b8-4989-9336-ed9f265dfb8a Licenses MG�� Sent: 5/9/2019 2:15:09 PM licenses@merlonegeier.com E Merlone Geier Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Susan Overton Sent: 5/9/2019 2:15:09 PM soverton@merlonegeier.com C^ � E Managing Director Merlone Geier Management Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 6/1/2017 3:08:43 PM ID:aac05f08-b311-4212-a221-50a6gfd8b78b Sandy Dellibovi�� Sent: 5/9/2019 2:15:09 PM sdellibovi@merlonegeier.com E ® Managing Director Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 9/25/2014 7:17:27 AM ID:2aid816e-aif8-4ffa-a036-5c66be735403 Greg Geertsen Sent: 5/9/2019 2:15:09 PM ggeertsen@merlonegeier.com C0 PX ED Managing Director Merlone Geier Partners Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Amy Shaw Sent: 5/9/2019 2:15:09 PM ashaw@merlonegeier.com COPIED I Property Administrator Merlone Geier Management, LLC Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign May Mar�ySent: 5/9/2019 2:15:09 PM mmar@merlonegeier.com � D II E D General Manager Merlone Geier Partners Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Kristi Keene I 1 Sent: 5/9/2019 2:15:09 PM kkeene@merlonegeier.com COPIED Specialty Leasing Director Merlone Geier Management Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/9/2019 2:15:09 PM Certified Delivered Security Checked 5/9/2019 2:15:09 PM Signing Complete Security Checked 5/9/2019 2:15:09 PM Completed Security Checked 5/9/2019 2:15:09 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure creater' - 4/9/2014 9:35:08 PM Parties agreed to. Jim Schutz. Will Tipton, Susan G. ,on, Sandy Dellibovi ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Merlone Geier Partners (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign, Inc. (DocuSign) electronic signing system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the `I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after signing session and, if you elect to create a DocuSign signer account, you may access them for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign `Withdraw Consent' form on the signing page of a DocuSign envelope instead of signing it. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact Merlone Geier Partners: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by phone call: 4156939000 To contact us by email send messages to: masterfile@merlonegeier.com To contact us by paper mail, please send correspondence to: Merlone Geier Partners 425 California 11 th Floor San Francisco, CA 94104 To advise Merlone Geier Partners of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at masterfile@merlonegeier.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc. to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in the DocuSign system. To request paper copies from Merlone Geier Partners To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to iyoung@merlonegeier.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with Merlone Geier Partners To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign session, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to masterfile@merlonegeier.com and in the body of such request you must state your e-mail, full name, US Postal Address, and telephone number. Please inform us as to why you wish to withdraw your consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows@ 2000, Windows@ XP, Windows Vista@; Mac OS@ X Browsers: Final release versions of Internet Explorer@ 6.0 or above (Windows only); Mozilla Firefox 2.0 or above (Windows and Mac); SafariP,' 3.0 or above (Mac only) PDF Reader: Acrobat@ or similar software may be required to view and print PDF files Screen Resolution: 800 x 600 minimum Enabled Security Settings: Allow per session cookies ** These minimum requirements are subject to change. If these requirements change, you will be asked to re -accept the disclosure. Pre-release (e.g. beta) versions of operating systems and browsers are not supported. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the `I agree' button below. By checking the `I agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify Merlone Geier Partners as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by Merlone Geier Partners during the course of my relationship with you.