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<br />GROUND LEASE <br /> <br />THIS GROUND LEASE (this "Lease") is made and entered into as of September 6, 2005 by and <br />between THE CITY OF SANTA ANA, a charter city and municipal corporation duly organized <br />under the Constitution and laws of the State of California ("Lessor"), and the CHARLES W. <br />BOWERS MUSEUM CORPORATION, a California non-profit public benefit corporation <br />("Lessee"). <br /> <br />RECITALS <br /> <br />A. Lessor and Lessee are parties to that certain Amended and Restated Operating Agreement <br />dated June 18, 200 I (the "Original Operating Agreement"), as amended by that certain <br />First Amendment to the Amended and Restated Operating Agreement dated of even date <br />herewith (the "Amendment to Operating Agreement"), both relating to the ownership and <br />operation of the Charles W. Lessee Memorial Museum (the "Museum"). Hereinafter the <br />Original Operating Agreement and the Amendment to Operating Agreement shall be <br />referred to collectively as the "Operating Agreement". <br /> <br />B. Lessee desires to construct certain additional museum facilities (the "Additional <br />Facilities" as hereinafter defined) adjacent to the existing Museum on land acquired or to <br />be acquired by Lessor (more completely defined hereinafter as the "Leased Premises"), <br />and thereafter to manage and operate the Additional Facilities as an integrated part of the <br />Museum. <br /> <br />Now, therefore, for and in consideration of their mutual and respective covenants, conditions and <br />promises hereinafter set forth, and subject to the terms and conditions of this Agreement, the <br />parties hereto do hereby agree as follows: <br /> <br />ARTICLE 1 <br /> <br />LEASE TERM AND USE <br /> <br />1.1. Demise of Leased Premises. Subject to the terms, provisions and conditions hereinafter <br />set forth, Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, those <br />certain Leased Premises more particularly described in Exhibit "A" hereto (the "Leased <br />Premises"), situated in the City of Santa Ana, California, subject to all covenants, <br />conditions, easements, restrictions, encumbrances and matters of record and to be made <br />of record in accordance with the terms of this Lease. <br /> <br />1.2 Lessor Representations. Lessee is familiar with and accepts the existing condition of the <br />land comprising the Leased Premises in its current "AS IS" condition without <br />representation or warranty by Lessor. Lessee acknowledges that it has had the advice of <br />such independent professional consultants and experts as it deems necessary in <br />connection with its investigation and study of the Leased Premises, and has, to the extent <br /> <br />1 <br />