PZ - Signing Authority WRITTEN CONSENT (THIS "CONSENT") OF THE
MEMBERS OF
CENTERCAL PROPERTIES, LLC
The undersigned, Fred Walter Bruning, as Trustee of The Bruning Family Trust, U/D/T
October 30, 2007 ("Bruning"), and Jean Paul Wardy, as Trustee of The Wardy Family Trust,
U/D/T December 13 , 2007 ("Wardy"), are acting by written consent without a meeting pursuant
to Sections 18404(d) and 18-302(d), respectively, of the Delaware Limited Liability Company
Act, 6 Del. Co § § 18- 1015 et se . , hereby waive notice of time, place and purpose of meeting and
adopt and consent to the following resolutions as of �)t, 2020 :
WHEREAS, Bruning and Wardy constitute all of the members (collectively, the
"Members") of CenterCal Properties, LLC, a Delaware limited liability company (the
"Company");
WHEREAS, the Company has entered into various agreements pursuant to which it acts as
the managing agent and provides various services relating to the management of real property (the
"PropertManager");
WHEREAS, the Company has entered into various agreements pursuant to which it acts as
the development manager and provides various services relating to the development, renovation,
redevelopment, repositioning, and construction management of real property (the "Development
Manager");
WHEREAS, the Company has entered into various agreements pursuant to which it acts the
leasing manager and provides various services relating to the leasing of real property (the "Leasing
Manager"); and
WHEREAS, pursuant to Section 2.04 of the Amended and Restated Limited Liability
Company Agreement of the Company entered into effective as of January 1 , 2014 (the "LLC
Agreement"), the Members desire to appoint or confirm the appointment of certain individuals as
Officers of the Company as set forth on Exhibit 1 attached hereto, and to delegate to such Officers
and to certain others as set forth herein the authority to approve and execute contracts, document
agreements, permits, applications or other instruments on behalf of the Company to the extent, and
only to the extent, set forth herein.
Now THEREFORE, BE IT HEREBY RESOLVED, that the individuals named on Exhibit 1 as
Key Executive Officers and Additional Executive Officers be, and hereby are, appointed to and/or
confirmed as holding the offices of the Company as designated on Exhibit 1 , to serve until their
successors are duly appointed or until their earlier resignation or removal .
FURTHER RESOLVED, that each of the Key Executive Officers as designated on Exhibit 1
is authorized to execute contracts, document agreements, permits, applications or other
instruments on behalf of the Company, and any action taken by such Key Executive Officers in
accordance herewith, or each of them acting alone, shall constitute the act of and serve to bind the
Company, which authority is not limited to and shall operate without any restriction applied by
this Consent.
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FURTHER RESOLVED, that each of the Additional Executive Officers designated by Exhibit
1 is hereby delegated the authority to take such actions and execute such agreements on behalf of
the Company as are set forth on Exhibit 1 (as limited thereby), acting together or alone to the extent
set forth therein, including on behalf of the Company as Property Manager, Development
Manager, and/or Leasing Manager, as the case may be, to the extent permitted by the applicable
agreement.
FURTHER RESOLVED, that the individuals designated on Exhibit 1 as Other Authorized
Signatories are hereby confirmed as holding the titles shown, to serve until their earlier resignation
or removal, and that they are hereby delegated the authority to take such actions and execute such
agreements on behalf of the Company as are set forth on Exhibit 1 (as limited thereby), including
on behalf of the Company as Property Manager, Development Manager and/or Leasing Manager,
as the case may be, to the extent permitted by the applicable agreement.
FURTHER RESOLVED, that any action taken by the individuals, or each of them, pursuant
to and within the bounds of the authority delegated as set forth herein, shall constitute the act of
and serve to bind the Company.
FURTHER RESOLVED, that the Officers and the other authorized signatories shall not be
separately compensated for their services as an Officer or an authorized signatory.
FURTHER RESOLVED, that the Members may amend Exhibit 1 from time to time to update
the Additional Executive Officers and the Other Authorized Signatories, and the authority of each
to act on behalf of the Company, and any such updated Exhibit 1 shall be deemed to replace the
Exhibit 1 attached hereto .
FURTHER RESOLVED, that this written consent may be executed by facsimile or electronic
transmission and in counterparts, each of which will be deemed an original and all of which, when
taken together, will constitute one and the same instrument.
[Signature Page Follows]
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In Witness Whereof, the undersigned hereby consent to the foregoing actions as of the day
and year first written above,
"Bruning" •f�
FRED WALTER BRUNING, as Trustee of the
Bruning Family Trust, u/d/t October 30, 2007
"Wardv" DIs
JEAN PAUL WARDY, as Trustee of the Wardy
Family Trust, u/d/t December 13 , 2007
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Exhibit 1
Effective as of A�* 2020
APPOINTMENT OF OFFICERS AND OTHER AUTHORIZED SIGNATORIES
Name Office
Key Executive Officers
Fred Walter Bruning Executive Chairman
Jean Paul Wardy Chief Executive Officer
Additional Executive Officers
Sean Dennison Senior Vice President and General Counsel
Peter Houck Senior Vice President of Properties
Craig Ramey President, Pacific Northwest, Northern
California and Ventura County, CA (aka,
"President, PNW")
Brent Taravella Executive Vice President and Chief
Financial Officer
Craig Trottier President, Intermountain Region (aka,
"President, INM")
Other Authorized Signatories to the Extent Set Forth on this Exhibit 1
Scott Arrington Vice President of Construction
J. David Anderson PM General Manager
Hugh Crawford PM General Manager
Michael Pynn PM General Manager
Izamar Hook PM General Manager
Christopher Garrido Portfolio Direction of Operations
Deepa Janha Vice President, Asset Management
Paul Brett PM General Manager
Krista Granger Deputy General Counsel
Sandra Rollinson PM General Manager
Linda Delimbo PM General Manager
Edith Petrovics Senior Asset Manager
41
Exhibit
Effective as of 2020
APPROVAL AND SIGNING AUTHORITY
The individuals holding the positions noted are designated as Authorized Signatories with
the authority to approve and sign those agreements and take those actions designated, subject to
the limitations set forth under "Authorization Limit" . *
Authorized Signatory Agreements and Other Authorization Limit Note
Actions
Category A LOIs Any authorized signatory 1 . Both Key Executive Officers to
General Counsel SNDAs, Estoppels, Category A only be copied on final LOIs and
Deputy General Counsel Confidentiality Leases/Amendments.
Leases, lease Signatures of two (2) out 2. Due to the notarization
Category B requirement, the WA leases
amendments, and other of the Authorized
President, PNW and amendments may be
lease-related agreements Signatories are required
President, IMN executed by one ( 1) of either
President, CA and lease commission n any document, to
agreements include at least one (1) of Category A or Category B, so
the Category A long as the other party consents
signatories and one (1) of via electronic mail or other
the Category B verifiable form.
signatories. See, 3 . The completed Lease
however, Note section Execution Checklist
adjacent re: WA leases. confirming conformance or
variance to LAR, accompanied
by the signatures of the relevant
reviewing parties.
Category A Bank authorized signer, Category A signatory
Chief Financial Officer limited to interest rate only
elections, fund transfers
Category B within CenterCal, LLC
General Counsel portfolio, and tenant
automated clearing
house applications
Audit Engagement Category A signatory
Letters with existing only
auditors
Loan Compliance Category A signatory
Certificates only
Insurance Applications Category A signatory
only
Loan Documents Signatures of two (2) out Any document to be executed pursuant
of the Authorized to management committee resolution
Signatories are required approval.
on any document, to
include at least one (1) of
the Category A
signatories and one (1) of
the Category B
signatories
_2_
Authorized Signatory Agreements and Other Authorization Limit Note
Actions
Vendor Credit Category A only
Applications
Category A ' Purchase orders, work Signature of one 1 . Internal Policy : Category D is
President, PNW orders or service Authorized Signatory is backup at the written direction
President, IMN agreements required, subject to these of Category A.
President, CA limitations:
2. All property-level agreements
Category B Category A may sign to contain certain non-
Senior VP of Properties unrestricted. negotiable criteria (the "CCL
VP Asset Management Criteria") including such items
Senior Asset Management Sponsorship, event and Category B may sign if as a required 30-day
temporary license contract amount is less termination for convenience.
Category C agreements than $ 150,000.00 and These criteria will be published
PM General Managers contract is on the by either Key Executive
Portfolio Director of Operations Company's standard Officer or the General Counsel,
form, containing the and may be (i) omitted only
Category D CCL Criteria. following consultation with
General Counsel either Key Executive Officer,
Chief Financial Officer Category C may sign if and (ii) altered only by
term of less than 12 republication by a Key
months, and contract Executive Officer.
amount of less than
$50,000.00 and contract 3 . Any license agreement that is
is on the Company's either being executed for aterm
standard form, or renewed following its
containing the CCL original term should be
Criteria. discussed with the applicable
permanent leasing
representative for the region to
gauge interest in a permanent
deal or assess any conflict with
a permanent tenant.
Category A Construction Signatures of two (2) out 1 . If the change order exception is
President, PNW Contracts/Architects of the Authorized triggered, the action item must
President, IMN Agreements/Consultant Signatories are required come back before internal
President, CA Agreements / Contracts/ on any document, to Investment Committee.
Change Orders/ include at least one (1)
Category B Construction Change being the Category C 2. Termination of a contract in
Vice President of Construction Authorizations/ Bid signatories. Must contain excess of $ 1 ,000,000.00 must
Tabulation Approval — the CCL Criteria. be made pursuant to internal
Category C execution, amendment Investment Committee
General Counsel or termination Category A may sign up approval.
to $1 ,000,000,00, unless
a change order or 3 . The following documents may
amendment would cause only be executed pursuant to
the contract continency Investment Committee
amount to become less Approval:
than 5% of the remaining
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Authorized Signatory Agreements and Other Authorization Limit Note
Actions
contract amount. Must a. A contract or change order
contain the CCL Criteria. for the design or
construction of any new
Category B may sign up building or edifice;
to $50,000.00, unless a b. Any contract or change
change order would order for design or
cause the contract construction with a value
continency amount to in excess of
become less than 5% of $ 1 ,000,000.00; or
the remaining contract c. Any contract for the design
amount. Must contain the or construction of a build-
CCL Criteria. to-suit tenant
improvement package.
4. All documents under this
category shall contain certain
non-negotiable criteria (the
"CCL Criteria") including such
items as a required 30-day
termination for convenience.
These criteria will be published
by either Key Executive
Officer or the General Counsel,
and may be (i) omitted only
following consultation with
either Key Executive Officer,
and (ii) altered only by
republication by a Key
Executive Officer.
5 . Zero Dollar Change Orders on
Tenant Improvement contracts
may be approved and
advanced by the applicable
Tenant Services.
President, PNW Permit Applications/ Signature of any
President, IMN Utility Agreement authorized signatory
President, CA
General Counsel
Category A Purchase and Sale I . All of the foregoing will be
President, PNW Agreements (Land) (as performed solely pursuant to
President, IMN well as major ground Investment Committee
President, CA lease documents); approval.
amendments to the
Category B foregoing; documents 2. All purchase agreements will
General Counsel ancillary thereto be governed by management
committee approval and certain
Major property required criteria.
governance documents
e. ., covenants,
-4-
Authorized Signatory Agreements and Other Authorization Limit Note
Actions
conditions and
restrictions;
condominium
documents, etc.)
Waiver of termination
right regarding due
diligence
Category A Settlement of litigation. Signatures of two (2) out 1 . All settlements in excess of the
President, PNW of the Authorized authorization limit shall be
President, IMN Signatories are required approved via email by a Key
President, CA on any document, to Executive Officer.
include at least (a) one
Category B (1) of the Category A 2. The executing parry from
General Counsel signatories and, (b) one Category B or Category C shall
(1) of either the Category execute only after informing
Category C B signatory or the the non-executing party.
Chief Financial Officer Category C signatory if
amount in controversy is
$200,000.00 or less.
Chief Financial Officer Corporate shared Not to exceed a limit of
services agreements $100,000,00,
(i.e., agreements for the
operations of CenterCal
Properties, LLC), and
any amendments or
work orders thereto.
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* In the event of temporary unavailability, any Additional Executive Officer may assign its authority to any
other Additional Executive Officer, provided that (a) the same is done in writing via electronic mail, with a
copy to the General Counsel, (b) each Key Executive Officer is informed of the same, and (c) the assignment is
with specificity as to both scope and duration.
APPROVED AND EFFECTIVE AS OF THE DATE SET FORTH ABOVE, THIS REPLACES ANY
PRIOR DATED EXHIBIT 1 .
"Bruning"
FRED WALTER BRUNING, as Trustee of the
Bruning Family Trust, u/d/t October 30, 2007
" Wardy"
JEAN PAUL RD as Trustee of the Warily
Family Trust, u/d/t December 13 , 2007
-6.