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Reviewed by Counsel and
<br />Acceptable as to Legal
<br />Form --Sheppard Mullin
<br />5. Governing Law. This Termination Agreement shall be governed by the laws of the State of
<br />California. The exclusive venue for any action arising from this Termination Agreement shall
<br />be in the Superior Court of the County of San Bernardino.
<br />6. Notices. All notices, demands, designations, certificates, requests, offers, consents, approvals,
<br />appointments and other instruments given pursuant to this Termination Agreement shall be in
<br />writing, addressed as set forth below, shall be given by (a) hand delivery; (b) express overnight
<br />delivery service; (c) certified or registered mail, return receipt requested; or (d) electronic mail
<br />message, and shall be deemed to have been delivered upon (i) receipt, if hand delivered; (ii)
<br />the next business day, if delivered by a reputable express overnight delivery service; (iii) the
<br />third business day following the day of deposit of such notice with the United States Postal
<br />Service, if sent by certified or registered mail, return receipt requested; or (iv) transmission, if
<br />sent by electronic mail message.
<br />If to Landlord:. City of Redlands
<br />P.O. Box 3005
<br />Redlands, California 92373
<br />Attn.: Chris Boatman
<br />cboatman@cityofredlands.org
<br />With a Copy to:
<br />If to Tenant:
<br />Best Best & Krieger LLP
<br />2855 E. Guasti Road, Suite 400
<br />Ontario, CA 91761
<br />Attn: Jessica Lomakin, Esq.
<br />jessica.lomakin@,bbklaw.com
<br />Citigroup Inc.
<br />Corporate Law Department
<br />388 Greenwich Street, 17th Floor
<br />New York, New York
<br />Attn: Associate General Counsel of Real Estate
<br />With a Copy to: Sheppard Mullin Richter & Hampton LLP
<br />650 Town Center Drive, 10th Floor
<br />Costa Mesa, CA 92626
<br />Attention: Sean O'Connor
<br />soconnor@sheppardmullin.com
<br />7. Mutual Release of Claims. Except for the obligations of Landlord and Tenant under this
<br />Termination Agreement and the State Street Lease, as modified by this Termination
<br />Agreement, each Party, on behalf of itself and each of its successors and assigns,
<br />unconditionally and forever releases and discharges the other Party, its agents, employees,
<br />representatives, attorneys, officers, officials, directors, shareholders, predecessors, successors,
<br />and assigns from any and all claims, debts, liabilities, demands, obligations, promises,
<br />damages, costs, expenses (including but not limited to attorneys' fees and court costs), actions,
<br />causes of action, or other claims for relief under any theory (whether legal, equitable or other,
<br />Citibank
<br />[FINAL REVIEW COPY] _3_ City of Redlands
<br />SMRH:4854-3459-0049.14 Lease Termination // 300 E. State St., Redlands, CA
<br />102523 0100-092806
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