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HomeMy WebLinkAboutCity Council - 3615 RESOLUTION NO. 3615 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE HUNTINGTON CENTRAL PARK MASTER CONCESSION LEASE The City Council of the City of Huntington Beach does hereby resolve as follows : That the Huntington Central Park Master Concession Lease, by and between the City of Huntington Beach, a municipal cor- poration, and Huntington Central Park Concession Co . , a Cali- fornia corporation, dated December 4, 1972, a copy of which is marked Exhibit "A, " attached hereto and made a part hereof, is hereby approved. That the Mayor and City Clerk of the City of Huntington Beach are hereby authorized and directed to execute the Hunt- ington Central Park Master Concession Lease. PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a regular meeting thereof held on the 4th day of December, 1972 . Mayor ATTEST: APPROVED AS TO FORM: PAUL C. JONE5 City Clerk ty At or ey By Assistant City Clerk 1 HUNTINGTON CENTRAL PARK MASTER CONCESSION LEASE CONTENTS OF LEASE Clause Number And Name Page 1 . Term of Master Lease 1 a. Construction Period 1 b . Operating Period 2 2. Lessee; Demised Premises 2 3 . Rental 2 a. Construction Period 3 b . Operating Period 3 C . Minimum Rental 4 d. The Accounting Year 4 e . Payment of Rental 4 f. Place of Payment and Filing 5 4 . Definition of Gross Receipts 6 5 . Records and Accounts , Audits 7 6 . Revision of Rentals 9 7 Use of Demised Premises 10 8. Use of Surplus 10 9 . Improvements to be Constructed by Lessee 11 10 . Completion Bond 15 11 . Ownership of Improvements 16 12 . Right of First Refusal to Re-lease 16 13 . Insurance 18 14 . Assignment , Subletting, Encumbering 20 15 • Assignment Under Trust Deed 22 16 . Cure By Trust Deed Beneficiary of Default or Breach 23 i . Clause Number and Name CONT]?NTS OF hFASE Page... 17 . Transfer of Leasehold by Foreclosure 24 18 . Billboards and Signs 25 19 . Hold Harmless 25 20 . Default 25 21 . Unlawful Use 26 22 . Notices 26 23 . Amendment to be in Writing 26 24 . Excusable Breach 26 25 Partial Invalidity 27 26 . Waiver of Rights 27 27 . Taxes and Assessments 27 28. Eminent Domain 28 29 . Bankruptcy, Execution Under Judgment , Failure to Pay Debts When Due 29 30 . Destruction of Improvements 29 31 . Successors in Interest 30 32 . Maintenance 30 33 . Inspection 31 34 . Prices and Quality of Service 31- 35 . Utilities 34 36 . Other Operations and Facilities 34 37 Guarantee 36 ;8 . Time 36 ii . HUNTINGTON CENTRAL PARK MASTER CONCESSION LEASE This lease, made this 4th day of December , 1972 , by and between the City of Huntington Beach, a municipal corpo- ration, and Huntington Central Park Concession Co. , a California corporation, hereinafter referred to respectively as Lessor and Lessee, without regard to number or gender, W I T N E S S E T H: WHEREAS, City owns and controls certain park lands , known as Huntington Central Park, and WHEREAS, it is the desire cf the Lessor that the park con- tain a quality food, recreational, and restaurant facilities unit . NOW, THEREFORE, in consideration of the covenants and con- ditions hereinafter contained to be kept and performed by the parties hereto, it is mutually agreed as follows : 1. TERM OF MASTER LEASE. The term of this lease shall commence upon execution by Lessor and shall be for a period of twenty-five (25 ) years terminating on December 4 1997 unless terminated prior thereto in accordance with the pro.- visions of this agreement as hereinafter provided. The term of this lease agreement is divisible as follows : a. Construction Period. The "construction period" is hereby defined as that period of time commencing with the execution of this lease 1 • MHM:lm 12-1-72 by Lessor and terminating either at such time as Lessee begins sales or services to patrons , or at the expiration of the first eighteen (18) months of the term hereof, whichever shall first occur; and b Operating Period. The "operating period" is hereby defined as that period of time commencing as of the expiration of the "con- struction period" as set forth in subsection A above, and con- tinuing thereafter until the termination of the lease 2. LESSEE; DEMISED PREMISES . The term "Lessee" as used in - this lease shall include each employee or agent of Lessee , each sublessee, subtenant, concessionaire , subconcessionaire, licensee , or other person or entity occupying any portion of the demised premises or conducting any business thereon, by agreement or contract with Lessee . No duty imposed by this lease upon Lessee shall be delegable without the written consent of Lessor. The Lessee corporation shall engage in no business enterprise or activity other than those provided in this lease, nor shall the Lessee corporation make any investment other than in the facilities and activities provided hereunder, without the written consent of Lessor. The term "demised premises" as used in this lease shall mean the area within Huntington Central Park indicated on EXHIBIT I with outline and cross-hatchings . EXHIBIT I is attached hereto and made a part hereof. 3 . RENTAL. The Lessee shall pay for the use of the demised premises during the term of this lease the following enumerated fees and percentages : 2 . - a Construction Period. No rental shall be due for the construction period as defined in clause la above b Operating _Period. (1) Following the expiration of the construction period, Lessee shall pay to Lessor each year during the operating period at the times and in the manner hereinafter provided, an amount equal to the following percentages of the gross receipts from refreshment stands, boat and bicycle rentals, tackle and other sales or changes for services or equipment other than sales from vending machines ,and from restaurant and from cocktail bar operations . (a) Before amortization of original and initial capital improvements : 9% of all gross sales under $1503000 .00; 14% of all gross sales over $150 ,000..00 . (b) After amortization of original and initial capital improvements : 12% of all gross sales under $150 ,000 .00; 17% of all gross sales over $150 ,000 .00 (c) "Amortization" as used herein refers to the shortest period in which said improvements could be fully amortized or depreciated, or a combination of amortization and depreciation, for federal income tax purposes . The period actually used by Lessee for such depreciation and/or amortization shall not be controlling. In computing the shortest period during which the said improvements could be fully amortized or depreciated, applicable Treasury depreciation guidelines shall be followed, "Bonus depreciation" for the first year shall not be counted in the computation of said shortest period . 3 . (2) An amount equal to 2 1/2% of the gross receipts from the restaurant and cocktail bar for the first two years of operation thereof; an amount equal to 3% of the gross receipts from the restaurant and cocktail bar for the remainder of the term of the lease thereafter. ( 3) An amount equal to 5% of the gross receipts from vending machines . c . Minimum Rental . Lessee covenants and agrees to pay to Lessor an annual minimum rental for each full accounting year during the entire operating period in the amount of ten thousand dollars ($10 ,000 ) , subject to adjustment as provided hereinafter. d. The Accounting Year. The accounting year shall be from January 1 through December 31; such accounting year may at Lessee ' s option be changed to Lessee 's taxable year for federal income tax purposes by written notice to Lessor within eighteen -(18)' months after the date of execution of this lease. e . Payment of Rental . Lessee covenants and agrees that on or before the 2eth day of each month of the operating period, it will render to Lessor a full and correct statement of all applicable gross receipts from the preceding calendar month . Beginning with the statement of the first month and the first accounting year to which the annual minimum rental applies , each such statement shall show: 4 . (1) The total gross receipts for the month and year to date for those items upon which the percentage rental is based, itemized as to each of the separate categories thereof; (2) The itemized amounts of percentage rental for the month and year to date, computed as herein provided and the total thereof; (3) The total percentage and minimum rental pre- viously paid by Lessee for prior months of the current account year; (4) The percentage rental due for the preceding month. Lessee covenants and agrees to pay rental payments at the 20th of the month following. each quarter based on the percentages set forth herein. At the end of the calendar year, if the rental payments pursuant to the percentage formula paid to date do not amount to the minimum annual rental of Ten Thousand Dollars ($10,000) , the difference is due and payable at that time . For any partial calendar year for which rent is due, the minimum rental payment shall be pro-rated and the percentage rental/minimum rental differential for that year shall be cal- culated on the basis of said pro-rated amount . For all sums due hereunder and delinquent for ten (10) days, there shall be added thereto on such tenth day, and for each month of delinquency after such tenth day , a penalty of five percent (5%) of the total amount then due. f. Place 'of 'Payment and Filing All rentals shall be payable at, and allstate- ments and reports herein required shall be filed with, the office 5. of the Finance_ Director of the City of' Huntington 13ea.ch, Sixth and Pecan, Huntington Beach, California, or at such other address as shall be furnished to Lessee by written notice from Lessor. Rentals may be paid by check made payable to the City of Huntington Beach . A duplicate copy of all statements and reports required shall also be filed with the Director of Recreation and Parks of the City of Huntington Beach . 4 DEFINITION OF GROSS RECEIPTS. The term "gross receipts" upon which the percentage rentals are to be based shall include : a. The sale price of all goods , wares, merchandise , and products sold on or from the demised premises by Lessee, whether for cash or credit and whether or not payment therefor is actually received; b . The charges made by Lessee for the sale or rendi- tion on or from the demised premises of services of any nature or kind whatsoever, whether for cash or credit , and whether or not payment therefor is actually received; C . All admission, entry, rental , and other fees of any nature or kind charged by Lessee; d. All sums deposited in any coin-operated vending machine or other coin-operated or coin-activated device main- tained on the demised premises, regardless of the ownership of the machine or device, or whether such sums are removed and counted by the Lessee or others and regardless of what percent- age thereof Lessee is entitled to receive . Coin-operated tele- phones shall not be subject to this clause . e . The fair rental value of facilities used by Lessee 6 . for purposes other than the business purToses for which the demised premises are leased. Gross receipts shall exclude all sales and excise taxes payable by Lessee to federal, state, county, or municipal govern- ments as a direct result of operations under this lease . Refunds for goods returned shall be deducted from gross receipts upon return. Bad debt losses shall not be .deducted from gross receipts 5 RECORDS AND ACCOUNTS, AUDITS Lessee shall, at all times during the term of this agreement keep, or cause to be kept , true and complete books, records , and accounts of all financial transactions in the operation of all business activities , of whatever nature, conducted on the demised premises . The records must be supported by source documents such as sales slips , cash register tapes, purchase invoices , or other pertinent docu- ments . All retail sales and charges shall be recorded by means of cash registers or other comparable devices which display to the customer the amount of the transaction and automatically issue a receipt . The registers shall be equipped with devices which lock in sales totals and other transaction records , or with counters which are not resettable and which record trans- action numbers and sales details . Totals registered shall be read. and recorded at the beginning and end of each day . In the event of admission charges or rentals , Lessee shall issue serial-nurnbered tickets for each such admission or rental and shall keep an adequate record of said tickets , both issued 7 • and unissued. Within ninety (90) days after the end of each accounting year, Lessee shall. at its own expense submit to Lessor a. balance sheet and income statement prepared or audited by a certified public accountant , reflecting business transactions on or from the demised premises during the preceding accounting year. The statement shall include but not be limited to a showing of in come , expenses , and deductions reported to the United States of America for income tax purposes , and a reconciliation of any differences therefrom. At the same time, Lessee shall submit to Lessor a 'statement certified as to accuracy by a certified public accountant wherein the total gross receipts for the ac- counting year are classified according to the categories of busi- ness listed in clause 3b and according to any other category of business conducted on or from the demised premises . All of Lessee 's books of account and records related to this lease or to business operations conducted within or from the demised premises shall be kept and made available at one location within the limits of the City of Huntington Beach. Lessor shall have the right to examine and audit said books of account and records at any and all reasonable times for the pur- pose of determining the accuracy thereof, and may also examine and audit the monthly statements of sales made and monies re- ceived. The cost of said audit shall be borne by Lessor un- less the audit reveals a discrepancy of more than five percent (5°0') between the rent due as reported by Lessee in accordance with this lease and the rent due as determined by said audit . 8 . In the event of a greater discrepancy, the full cost of the audit , as determined by the Finance Director ofLessors shall be paid by Lessee . Upon the request of Lessor, Lessee shall promptly provide at Lessee ' s expense , necessary data to enable Lessor to fully comply with any and every requirement of the State of California or the United States of America for information or reports relating to this lease and to Lessee ' s use of the demised premises. Such data shall include, if required, a detailed breakdown of Lessee's receipts and expenses, 6 . REVISION OF RENTALS . Every five years , by written demand made at least ninety days prior to the beginning of the accounting year, either party may require an adjustmentin the minimum rentals or percentages and may also require a revision of insurance requirements , either of which are at that time un- reasonable . Any such revision determined after the beginning of the accounting year shall be retroactive to the beginning of the accounting year. Such revision shall be made by negotiation., but if agreement is not reached within two (2) months after such demand, it shall be made by arbitration under Part 3, Title IX, of the California Code of Civil Procedure , Sections 1280 et seq . The intent and purpose of such revision and the instructions to the arbitrators , if necessary, shall be to adjust the minimum rent or the insurance in question to take account of changed relative price levels in various businesses and business condi- tions since the date hereof or the next preceding such revision, 9 , that is to take account of changing values in purchasing power of the dollar. 7 . USE OF DEMISED PREMISES . The demised premises shall be used by Lessee only for the operation of food, recreational, restaurant, and cocktail bar facilities , .and related services, and facilities for patrons thereof. Lessee shall not use the demised premises nor any portion thereof for any other purpose than that hereinabove set forth without first having had and obtained the written consent of Lessor. 8 . USE OF SURPLUS. The Lessee, except as herein otherwise provided, agrees that the surplus from its concessions operations under this master concession lease shall be held and used only for the development and improvement of the facilities hereinabove mentioned. The Lessee shall from time to time devote such portion of its surplus as recommended by Lessor, or as recommended by the Lessee and approved in writing by Lessor, to the planning and making of capital improvements on the demised premises and to replacement and improvement of facilities existing thereon . Surplus shall be used only upon prior written approval by Lessor. It is expressly understood and agreed that if a portion of the surplus has been allocated for an approved purpose, such allocation shall not be changed except by mutual written con- sent of the Lessee and Lessor. "Surplus , " for the purposes of this lease means that amount of money which is equal to twenty-five percent (250) of the taxable income from all operations under this 10 . lease , before federal or state or local taxes measured by such income , as such income is reported and finally determined for federal income tax purposes Surplus shall be deposited annually by Lessee in a trust account to be maintained by Lessee at a bank in the City of Huntington Beach, to be paid out only for planning and capital improvements as above provided. Such account shall require sig- natures by both Lessor and Lessee for any withdrawal or payment therefrom. Lessor shall have the right to inspect the records of said account at any time . Failure of Lessee to deposit said sur- plus in said account within three and one-half months after the close of each income tax fiscal year of Lessee shall be treated hereunder as a failure to pay rent when due . The said account -shall be of a type to draw the maximum amount of interest avail- able, insofar as such type of account is feasible with respect to anticipated withdrawals . Interest earned on said account shall be paid into said account by the bank and shall constitute surplus . Lessee shall be responsible for the accounting for and deposit of surplus from all enterprises or activities conducted or carried on upon the demised premises by any person or entity . Upon termination of this lease, any remaining unused surplus shall be paid over to the Lessor. g . IMPROVEMENTS TO BE CONSTRUCTED BY LESSEE. Lessee under- takes and agrees to cause to be designed, constructed and in- stalled on the demised premises, at no cost to Lessor, facilities which shall include two (2) food service buildings , one ( 1) of which may include facilities for boat and bicycle rental, a 11. restaurant and cocktail bar, a paved automobile parking facility to accommodate the patrons of the restaurant , ,and all work appur- tenant thereto necessary to put the demised premises in the proper condition for the uses allowed under this lease . Lessee hereby expressly agrees that it will construct said facilities at a { cost of not less than: a. $30 ,000 .00 for each of the food service buildings and equipment affixed therein, b . $200,000 .00 for the restaurant , cocktail bar, and other site improvements, including the parking area. Said costs may include reasonable architectural and engi- neering fees . No structures, improvements or facilities shall be con- structed, erected or made in, to or upon the demised premises without the written consent of the Lessor being first had and obtained, and any condition relating to the manner, method, design, and construction of said structures , improvements or facilities fixed by Lessor shall be a condition hereof the same as though it had been originally stated herein. It is under- stood that Lessor shall not unreasonably withhold such consent . ' Prior to the construction of any structures and improvements and grading of the demised premises, Lessee shall 'submit to Lessor for its written approval a master plan for all con- struction upon the demised premises . All design work concerning the food service facilities and restaurant shall be performed by a recognized architect. For the purpose of this lease , the term "recognized architect" 12 . Is defined as a profcc sional. who hel..i dez,,igned and supervised to completion at least five (5`) restaurant and food service con- cession structures , at least two (2) of which shall have been located in the southern California area. Said recognized architect shall immediately supervise the preparation and sub- mission of all plans, working drawings , and specifications re- quired in this lease , and shall supervise the construction of said food service facilities to completion. The master plan shall include as a minimum: a. A land use study which shall include the following. (1) A preliminary analysis of the immediate area surrounding the structure . (2) Architectural concept of all structures which will clearly show the theme : b . Recommended, solutions for problem areas , sanitary problems, utilities , etc . c . Accepted general design plan and specifications with budget projections . The master plan shall show that all of the demised premises shall be fully developed to facility use . In the event Lessee does not wish to use the entire demised premises for the construction of said facilities , it may, at the time of the sub- mission of the master plan, request a reduction in the size of the demised premises . Upon approval in writing by the Lessor, the size of the demised premises shall then be reduced for the remaining term of the lease. Lessor agrees to approve such a reduction in the size of the demised premises on condition that , 13 . the area to be excluded from the demised premises may be con- veniently used by Lessor for the development of the remainder of the park', and on the further condition that the total demised premises- be not reduced to less than the area reasonably required for the concessions specified and designated by Lessor for con- struction and operation. A reduction in the area under lease shall not `affect any other provision in this lease , including the rental . Upon ap- proval by Lessor of Lessee ' s preliminary plans , Lessee shall <prepare working plans, drawings , and specifications which shall be true and correct developments of the preliminary plans so approved and shall cause the construction called for by said working drawings and specifications to be commenced and com- pleted with reasonable dispatcli . The; working drawings and specifications shall include a layout plan, a site clearance plan, a grading and drainage plan , a utilities plan, a water and irrigation plan, construction de- tails , including all structures , a planting plan, specifications , and a time schedule . Said working drawings and specifications shall be reviewed and approved by Lessor as completed at appropriate intervals during the construction period. Upon completion of said improvements , Lessee shall furnish to Lessor, at no cost to Lessor, two complete sets of working drawings of the improvements as constructed. All improvements constructed by Lessee on the demised premises , including the plans and specifications therefor, shall conform in all respects to applicable statutes and to 14 . ordinances , building, codes, rules and regulations of the City of Huntington Beach . The Lessor' s approval given as provided in this section shall not constitute a representation or war- ranty as to such conformity, which shall remain Lessee 's responsibility . Lessee, at its own cost and expense , ,shall procure all permits necessary for , such construction. All con- struction by: Lessee pursuant to this clause shall be at Lessee' s sole cost and expense. Lessee shall keep the demised premises and improvements constructed thereon free and clear of all ' liens for labor and material and shall hold Lessor harmless from any responsibility in respect thereto. Lessee shall make no structural alterations to the roof, walls , or floor of any ,structure which it constructs on the demised premises, nor shall it alter the contours of the prem- ises after structures have been completed,. without first obtain- ing the written consent of Lessor. Within one hundred twenty (120 ) days after the completion of the construction period, the Lessee shall provide Lessor with receipted invoices or, in lieu thereof, such otherevidence as shall be satisfactory to the Lessor which evidences the total cost of the structures and improvements made by Lessee , and which evidences payment of all bills or debts incurred in such construction and improvement. All construction performed under this lease shall be in con- formance with the terms , covenants , and conditions thereof. 10 . COMPLETION BOND. No construction shall be commenced upon the demised premises by Lessee until Lessee has furnished 15 . Lessor with a completion bond in the amount of the total esti- mated construction cost of the improvements described in this lease to be constructed by Lessee . In lieu of such completion bond, Lessor will accept the performance and labor and material bonds supplied by Lessee' s contractor or contractors , provided said bonds cover construction of all improvements and are issued jointly to Lessee and Lessor. Said bonds must be issued by a company authorized to do business in the State of California and acceptable to Lessor. Said bonds shall be in a form acceptable to Lessor and shall insure faithful and full observance and per- formance by Lessee of all the terms , conditions , covenants and agreements relating to construction of improvements upon the demised premises by Lessee . 11. OWNERSHIP OF IMPROVEMENTS . All structures and im- provements , including alterations if any are made, erected or._ constructed by Lessee upon the demised premises , shall remain the property of Lessee during the term of this lease agreement , or any extension or renewal thereof with Lessee . Any improve- ments made by Lessee from surplus shall be the property of Lessor. Upon expiration or termination of this lease agreement, title to all structures and improvements made , erected or con- structed upon the demised premises shall vest in Lessor. However, for the purpose of calculating the rental to be paid by Lessee in the event of any extension or renewal of this lease with Lessee , all structures and improvements upon the de- mised premises shall be deemed to be the property of Lessor . 12 . RIGHT OF FIRST REFUSAL TO RE-LEASE . If, at the end 16 . of the _lease term, Lessor wishes to re-lease the demised premises for the purposes set out in this lease , Lessee shall have the right of first refusal to re-lease the demised premises , upon the condition that Lessee shall have performed in every way in good faith each and all of the terms , covenants, and conditions of this lease to the reasonable satisfaction of Lessor. Lessor shall give Lessee written notice of its intent to re-lease the demised premises at least sixty (60) days prior to expiration of the lease term and shall , at that time , present Lessee with the terms and conditions upon which the demised premises are to be released. Lessee shall have thirty ( 30 ) days after such notice within which to accept or reject the offer to re-lease the demised premises upon the terms and conditions proposed by Lessor. If such offer is not accepted within said thirty ( 30) day period, Lessor may lease the property to anothe^ upon the same terms and conditions as those offered to Lessee . Lessor agrees , however, that for one hundred eighty ( 180 ) days after beginning of the term of such lease , it will not offer different terms and con ditions to another without first offering Lessee the opportunity to lease the demised premises upon such different terms and con- ditions . In any event , Lessee ' s right of first refusal shall termi- nate ., absolutely, one hundred eighty (180) days after the end of the term of this lease No provision of this lease shall be construed to prevent Lessor or any public body or governmental corporation from operating the demised premises after termina- 17 . Lion of thls lease without creation in Lessee of any right of first refusal . 13 . INSURANCE . Lessee shall maintain insurance accept- able to Lessor in full force and effect throughout the term of this Lease , with a carrier or carriers authorized to do business in California. The policy or policies for said in- surance shall name Lessor as an insured and shall, as a mini- mum, provide the following forms of caverago in the amounts specified: a. Comprehensive Public Liability : ( 1) $1,000,000 .00 bodily injury , each person; (2) $3,000,000 .00 bodily injury, each occur- rence ; and (3) $150 ,000 .00 property damage . b . Fire and extended coverage , including water damage and debris cleanup provisions , in an amount not less than ninety percent (90%) of the full insurable value of all improvements constructed or installed by Lessee within the demised premises, with the proceeds payable to Lessor. The public liability insurance shall be in force the first day of the term of this lease . The fire insurance shall be in force upon the date of completion of construction or instal- lation of each major insurable improvement by Lessee Each policy of insurance shall . contain the following clause : ` "IT IS AGREED THAT THIS POLICY SHALL NOT BE CANCELLED NOR THE COVERAGE REDUCED UNTIL THIRTY (30 ) DAYS AFTER THE DIRECTOR OF RECREATION 18 . AND PARKS Ole THE CfTY Ole lRJN`!'1N(A'TON 1�10\clE SHALL HAVE RECEIVED WRITTEN NOTICE OF SUCH CANCELLATION OR REDUCTION. THE NOTICE SHALL BE SENT BY CERTIFIED OR REGISTERED MAIL AND SHALL BE DEEMED EFFECTIVE THE DATE DELIVERED TO SAID DIRECTOR, AS EVIDENCED BY PROPERLY VALIDATED RETURN RECEIPT. " Lessee agrees to deposit with Lessor, at or before the time at which any such policy is required to be in effect , two (2) copies of each policy necessary to satisfy the insurance provisions of this lease , and to keep such insurance in effect, and each such policy therefor on deposit with Lessor, during the entire term of this lease Lessor retains the right to review at any time the coverage , form, and amount of insurance required hereby . If, in the opinion of Lessor, the insurance provisions of this lease do not provide adequate protection for Lessor and for members of the public using the demised premises , Lessor may require Lessee to obtain insurance sufficient in coverage , form, and amount to provide adequate protection. Lessor's re- quirements shall be reasonable but shall be designed to assure protection from and against the kind and extent of the risks which exist at the time a change in insurance is required. Lessor shall notify Lessee in writing of changes in the insurance requirements and, if Lessee does not deposit copies of acceptable insurance policies with Lessor incorporating such changes within sixty (60 ) days of receipt of such notice , this 19 lease shall be in default without further notice to Lessee . The procuring of such required policy or policies of in- surance shall not be construed to limit Lessee ' s liability hereunder nor to fulfill the indemnification provisions and re- quirements of this lease . Notwithstanding said policy or policies of insurance , Lessee shall be obligated for the full and total amount of any damage, injury, or loss caused by or resulting from negligence or neglect connected with this lease or caused by or resulting from use or occupancy of the demised` premises . 14 ASSIGNMENT, SUBLETTING, ENCUMBERING. Any mortgage , pledge , hypothecation, encumbrance, transfer, sublease , subcon cession, or assignment (hereinafter in this clause referred' to collectively as encumbrance) of Lessee ' s interest in the demised premises, or any part or portion thereof, shall first be approved in writing by Lessor. Any encumbrance which has not been so approved by Lessor in writing shall be void and shall constitute a breach of this lease . Occupancy of the demised premises by any prospective encumbrancee before approval of the encumbrance by Lessor shall constitute a breach of this lease . The term of any encumbrance shall be explicitly set by Lessee in writing so that no such term shall extend past the term of this agreement . Every en- cumbrance shall contain a written prohibition against holding over by the encumbrancee after the term of this agreement . The encumbrance of any stock or interest in the Lessee corporation in an amount sufficient to permit a change of 20 . control, by combined vote of minority stockholders or other- wise, shall be deemed an assignment within the meaning of this lease . Should Lessor consent to any encumbrance, such consent shall not constitute a waiver of any of the terms , covenants , or conditions of this lease . Such terms , covenants , or con- ditions shall apply to each and every encumbrance hereunder and shall be severally binding upon each and every encumbrances or other successor in interest of Lessee . Any document of encumbrance of the demised premises or any part thereof shall incorporate directly or by reference all of the provisions of this lease . Lessor may impose reasonable conditions upon the granting of any consent or approval required by any provision of this lease . Lessor agrees that �t will not arbitrarily withhold consent to any encumbrance, but Lessor may withhold consent at its sole discretion if any of the following conditions exist : a. Reasonable cause exists to believe that the pro- spective encumbrancee is a poor credit risk , is not financially responsible , or that such prospective encumbrancee may for any other reason not meet its required commitments to Lessor, to Lessee, or to the public. b . Lessee or any of its successors or assigns is in default of any term, covenant , or condition of this lease , whether notice of default has or has not been given by Lessor. C . The prospective encumbrancee has not agreed in writing to keep , perform, and be bound by all of the terms , 21 . covenants , and conditions of this lease . d. All the terms ,, covenants , and conditions of the encumbrance , including the consideration therefor of any kind and every kind, have not been revealed in writing to Lessor. e . The construction required of Lessee as a condition of this lease has not been completed to the satisfaction of Lessor. f The processing fee of two hundred fifty dollars ($250 ) has not been paid to Lessor for processing each proposed encumbrance submitted as required by this lease-. Such Process- ing fee shall be deemed earned by Lessor when paid and shall not be refundable . g. Notwithstanding the foregoing provisions , the pro- posed sublessee or subconcessionaire under a sublease or sub- concession agreement pertaining to less than all of the leased premises, shall not be required to undertake obligations jointly or severally other than the obligations, terms and conditions of this lease which pertain to the operations which are to be con- ducted under such sublease or subconcession agreement . 15 . ASSIGNMENT UNDER TRUST DEED. Notwithstanding the ,fore- going provisions , if requested by Lessee, Lessor agrees to execute its written consent to an assignment of this lease to a trustee under a trust deed `for the benefit of a lender (herein called beneficiary) , upon and subject to the following covenants and conditions : a. That the trustee , the beneficiary, and the terms 22 . of the trust deed are satisfactory to and approved by Lessor in writing. b . Said trust deed and all rights acquired thereunder shall be subject to each and all of the covenants , conditions , and restrictions set forth in this lease and to all rights and interests of Lessor hereunder., except as herein otherwise pro- vided. c In the event of any conflict between the provisions of this lease and the provisions of any such trust deed, the provisions of this lease shall control . d. Upon and immediately after the recording of a trust deed affecting the demised premises , Lessee, at Lessee's expense , shall cause to be recorded in the Office of the County `Recorder , Orange County, California, a written request , executed and acknowledged by Lessor, for a copy of any notice of default and of any notice of sale under the trust deed as provided by the statutes of the State of California relating thereto e At the time of requesting consent to a trust deed, Lessee shall furnish to Lessor a complete copy of the trust deed and note to be secured thereby, together with the name and address - of the prospective holder thereof'. 16 . CURE BY TRUST DEED BENEFICIARY OF DEFAULT OR BREACH.' Lessor agrees that it will not terminate this lease because of a default or breach on the part of Lessee if the beneficiary under any trust deed to which Lessor has given its consent, within sixty (60) days after service of written notice on the beneficiary by Lessor of its intention to terminate this lease for such 23 . default or breach, shall; a. Cure such default or breach if the same can be cured by the payment or expenditure of money required to be paid under the terms of this lease ., or if such default or breach is not so curable , to cause the trustee under the trust deed to commence and thereafter to diligently pursue to completion steps and proceedings for the exercise of the power of sale under and pursuant to the trust deed in the manner provided by law; and b . Keep and perform all of the covenants and conditions of this lease requiring the payment or expenditure of money _by Lessee until such time as the leasehold shall be sold upon fore- closure and pursuant to the trust deed or shall be released ' or reconveyed thereunder; provided, however, that if the beneficiary shall fail or refuse to comply with any or all of the conditions of this paragraph, then and thereupon Lessor shall be released from its covenant of forbearance . 17 TRANSFER OF LEASEHOLD BY FORECLOSURE. The prior written consent of Lessor shall not be required: a. To- a transfer of the leasehold by foreclosure sale pursuant to a trust deed by judicial foreclosure , trustee 's sale , or by an assignment in lieu of foreclosure; or b . To any subsequent transfer by the beneficiary if the beneficiary is an established bank, savings and loan associ- ation,, or insurance company, and is the purchaser at such fore- closure sale . Provided, that in either such event , the beneficiary forthwith gives notice to Lessor in writing of any such trans- fer, setting forth the name and address of the transferee, 24 . the effective date of such transfer and the express agreement of the transferee assuming and agreeing to perform all ofthe obligations under this lease , and submits to Lessor a copy of, the document by which such transfer was made . 18. BILLBOARDS AND SIGNS . Lessee agrees that it will not construct nor maintain upon the demised premises any billboards or advertising sign , which will be ,visible from the outside of any buildings on the demised premises except those previously approved in writing; by Lessor. 19 . HOLD HARMLESS . Lessee shall indemnify and save and hold harmless Lessor, its officers , agents, and employees from and against any claim, demand, loss, or liability of any kind or nature which Lessor, its officers , agents and employees may sustain or incur or which may be imposed upon them or any of them for injury to or death of persons or for damage to prop- erty, arising out of or in any manner connected with the negli- gence or lack of care or other basis for liability of Lessee , its officers , agents or employees in use of the demised prem- ises , or for any cause related to the occupancy or use by Lessee of the demised premises . The term "indemnify" shall in elude payment to Lessor of the reasonable value of the services of its attorneys in any litigation on any indemnified cause of action brought against Lessor. 20 . DEFAULT. Should Lessee default in the performance, of any covenant , condition or agreement contained herein, and such default is not corrected within a reasonable time after written notice to it by Lessor, Lessor may declare this lease and 25 . all rights and interests created thereby to be terminated. In any suit by Lessor based on breach of the terms of this lease , in which suit Lessor shall prevail, Lessee shall as a part of any judgment be liable to Lessor for a reasonable attorney fee . 21 UNLAWFUL USE. Lessee agrees that no improvement shall be erected, placed upon, operated or maintained on the demised premises , nor shall business be conducted or carried on thereon, in violation of the terms of this lease , or of any regulation, order of law, statute, bylaw, or ordinance of any governmental agency having jurisdiction thereover. 22 . NOTICES . Notices given by Lessor or Lessee to the other shall be in writing and shall be addressed to the appro- priate address hereinafter set forth or to such other address as Lessor or Lessee may hereafter designate by written notice To Lessor: Director of Recreation and Parks Post Office Box 190 Huntington Beach, California 92648 To Lessee : Huntington Central Park Concession Co . 3500 East Coast Highway Corona Del Mar, California 92625 23 . AMENDMENTS TO BE IN WRITING. This lease sets forth the entire agreement and understanding of the parties and is not subject to modification except in writing. ;,)I , l'XCUSABLE; BREACH If either party hereto shall be delayed or prevented from the performance of any act re 26 . quired hereunder by reason of an act of God, or other cause which is as a matter of law beyond the control of the party obligated (financial inability excepted) , performance of such act shall be excused for the period of the delay; and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay . However, _ noth ng; in this clause shall excuse Lessee from the prompt payment of any rental or other charge required of Lessee , ex- cept as may be expressly provided elsewhere in this lease 25 . PARTIAL INVALIDITY. If any term, covenant , condition, or provision of this lease is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated there- by . 26 . WAIVER OF RIGIITS . The failure of Lessor or Lessee to insist upon strict performance of any of the terms , covenants, or conditions of this lease shall not be deemed` a waiver of any right or remedy that Lessor or Lessee may have, and shall not be deemed a waiver of the right to require strict performance of any term, covenant , or condition of the lease thereafter nor a waiver of any remedy for the subsequent breach or default of any term, covenant , or condition of the lease . 27 . TAXES AND ASSESSMENTS. All taxes or assessments which become due and payable upon the demised premises or upon fixtures, equipment , or other property installed or con- 2 . 7 structed thereon, shall be the full responsibility of Lessee , and Lessee shall cause said taxes and assessments to be paid promptly . Lessee shall promptly pay all other taxes or con- tributions or withholdings due to any governmental entity, and shall not become delinquent in the payment thereof. 28 . EMINENT DOMAIN. Eminent domain proceedings result- ing in a final judgment of condemnation of a part of the demised premises , or in an agreed settlement under threat of condemnation, which proceedings or settlement leave the re- mainder of the property useable by Lessee for the purposes for which the same are demised, shall not terminate this lease . The effect of such condemnation or settlement , shall be to terminate the lease as to the portion of the premises condemned, and leave it in effect as to the remainder of the premises . Lessee ' s rental for the remainder of the lease term shall in such case be reduced in an amount equivalent to the value of any decrease in usefulness of the premises for the purposes for which demised. The compensation awarded in an eminent domain proceeding` or received in any settlement under threat of condemnation by the taking of the land and improvements and the resulting impair- ment of this lease aL,, to the premises or the portion of the premises taken shall be allocated between Lessee and 'Lessor, based upon the relative economic value of (a) the lease or the portion of the lease which is impaired by the taking, and (b ) the rental receipts from the premises or from the portion of the premises taken and the leasehold property or portion taken 28 . when the value of such property i:.s, con:�idered as a remainder at the end of the term of the Tease . If Lessor is the agency exercising the power of eminent domain so that the property interest taken is Lessee 's lease- hold interest , all compensation awarded in the eminent domain proceeding or in any settlement under threat of condemnation shall be the property of Lessee . 29 . BANKRUPTCY, EXECUTION UNDER JUDGMENT, FAILURE TO PAY DEBTS WHEN DUE. Either (a) the appointment of a receiver to take possession of all or substantially all of the assets of Lessee , or (b ) a general assignment by Lessee for the benefit of creditors , or (c) voluntary or involuntary bank- ruptcy of Lessee, or (d) a levy of execution upon any prop- erty of Lessee under any final judgment against Lessee or (e) a` failure by Lessee to pay any debt when due , shall: constitute a breach of this lease . 30 . DESTRUCTION OF IMPROVEMENTS In the event of destruction or partial destruction or damage by fire or other casualty of or to any , improvement on the demised premises, re- pairing or rebuilding of such improvement shall be by Lessor, but Lessor shall not be required to expend on such repairing or rebuilding any amount greater than the casualty insurance proceeds which have been received. The rent payable by Lessee shall be reduced until completion of such repair or rebuilding in proportion to the gross income lost by Lessee by reason of tiie destruction. Upon destruction or damage of improvements to t.ae extent of fifty percent (50%) or more of the value of the 29 . ` total improvements , this lease shall be cancelable at the option_ of Lessee . 31 . SUCCESSORS IN INTEREST. Unless otherwise provided in this lease , the terms , covenants , and conditions contained herein shall apply to and bind the heirs, successors , executors , administrators , and assigns of all the parties hereto, all of whom shall be jointly and severally liable hereunder. 32 . MAINTENANCE. Lessee agrees to repair and maintain, as reasonable and necessary, all improvements constructed on the demised premises , in good order and repair, and to keep the said premises in a neat, clean, and orderly condition. This includes , but is not limited to, the prevention of the accumulation of any refuse or waste materials which might be or constitute a fire or health hazard or a public or private nuisance . Lessee shall not be liable to Lessor for failure to make reasonable and necessary repairs , or for improper maintenance , until after written notice from Lessor's Director of Recreation and Parks of the need of such repair or maintenance . If, however, after what the Director of Recreation and Parks deems a reasonable time, Lessee fails to make such repair or maintenance , Lessor may cause to have such repair and maintenance made and add the cost thereof to the rent thereafter accruing. If said costs are not paid promptly by Lessee , this lease shall be deemed to be in de- fault . This Paragraph shall not be construed to require repeated notices by Lessor. The City shall maintain the park area contiguous to the 30 demised premises and in so doing agrees to use its best efforts to keep said contiguous area in `a clean and health- ful condition and in a first class state of repair. Lessor .,hall allow the park to be open to the: public during the hours of operation of the facilities operated on the demised premises . 33 • INSPECTION . Lessor or its authorized representative shall have the right at all reasonable times to inspect the subject premises to determine compliances with the provisions of this Tease . 34 . PRICES AND QUALITY OF SERVICE. Lessee shall at all times maintain a schedule of the prices charged for all goods or services , or combinations thereof, supplied to the public on or from the demised premises whether the same are supplied by Lessee or by its sublessees , assignees , concessionaires , subconcessionaires , permittees , or licensees, and shall make said schedule available to the Director of Recreation and Parks upon his written request. Said prices shall be fair and reasonable , based upon the following considerations : a. The demised premises are intended to serve a public use and to provide needed facilities to the public at a fair and reasonable cost . b . Lessee is entitled to a fair and reasonable pro- fit . In the event the Director of Recreation and Parks notifies Lc,ssFe that any scheduled price i:,, not fair and reasonable in his opirilon, and Lessee does not modify said price as requested 31 . by the Director, an appeal may be taken by either party to the Recreation and Parks Commission, which shall upon notice and rearing determine within thirty (30 ) days after appeal the price to be charged. Such decision of the commission shall be based on the above considerations and shall be final and con- clusive ., subject, however, to review by a court of competent jurisdiction to determine whether or not the determination has been made arbitrarily . Pending such appeal, any such price schedule by the Lessee shall be the maximum charged by Lessee The foregoing provisions as to possible modification of scheduled prices by the Recreation and Parks Commission shall not apply to food and drink prices in the restaurant and cocktail bar, it being recognized by both parties that the prides which may be charged there will be regulated by the necessity of com- petition with other restaurants and bars . Before commencing business operations within the demised premises , Lessee shall propose to the Director, for his ap- proval, the time of operating; schedules and general operating procedures for each and every separate business or service activ- i.ty of Lessee. Said schedules and procedures shall be designed so that all of the . ervices to be provided under the terms of this lease shall be made available to the public to the _ fullest extent reasonably possible . All. changes proposed in said schedules and procedures shall be submitted to the Director for his approval ten (10 ) days before implementation. in the event the Director does not approve the proposed 32 • r schedules and procedures , or changes therein, Lessee shall have the right to confer with the Director and to present reasons for proposing such schedules and procedures . If, after conferring with Lessee, the Director continues to disapprove such proposed schedules and procedures, the Director shall make such changes therein as he deems reasonably proper, and Lessee shall institute such changes . Lessee may, however, appeal the matter to the Recreation and Parks Commission, whose decision shall be final and conclusive . Lessee agrees to oper- ate in accordance with the schedulesand procedures approved by the Director, or if appealed to the Recreation and Parks Commission, in accordance with the decision of said Commission . Lessee 's failure .to comply with said schedules and procedures shall be cause for immediate termination of this lease .' Primary consideration shall be given, to the public pur- pose of the park in implementing this clause . Lessee agrees that it ,will operate and manage the services and facilities offered in a competent and efficient manner at least compar'-- able to other well-managed operations of similar type and character. Lessee shall at all times retain active , qualified, competent , and experienced personnel to supervise Lessee 's op- eration and to represent and act for Lessee . Lessee shall re- quire subtenants and employees to be properly dressed and groomed, clean, courteous , efficient , and neat in appearance at all times . Lessee shall not permit any person or persons employed in or about the demised premises to use offensive language or act in a loud, boisterous , rude , discourteous , or otherwise improper" 33 . manner. Lessee shall maintain a close check over attendants and employees to insure the maintenance 'of a high standard of service to the public . Lessee shall replace any employee whose conduct is detrimental to the best interests of the public . 35 . UTILITIES . Lessor shall construct, or cause to be constructed, and pay for, the main utility lines , including sewer, water, gas, telephone, and electricity, to the demised premises . Lessee shall construct , or cause to be constructed, and shall pay for all utilities within the demised premises except -those which are agreed upon to be the responsibility of Lessor. 36 . OTHER OPERATIONS AND FACILITIES . During the term of this lease , Lessee shall have the sole right in Huntington Central Park to sell merchandise; food, and beverages , to rent equipment and facilities for recreation, and to provide services , all as set forth herein, except as such right is relinquished as hereinafter provided. a. If Lessee does not complete construction of a restaurant , cocktail bar, and related parking facilities within; five (5) years of the date of this lease , any portion of the demised premises which may have been reserved for that purpose shall be eliminated from the demised premises . Thereupon any provisions herein applicable to the restaurant and cocktail bar shall be disregarded and Lessor shall be free to enter into a lease with any other person for such operations on said portion of the park. 34 . b . If at any time during the term of this Lease , Lessor should desire to initiate any recreational activity in Huntirigton Central Park, Lessor shall notify Lessee of such desire and Lessee, if it wishes to, operate such activity, shall propose to Lessor its plans and a schedule of charges and per- centage rentals which shall apply to the gross receipts there- from. If such plans and proposal are accepted by Lessor, they shall be implemented by Lessee as proposed. If such plans and proposal are not accepted by Lessor, or if Lessee should not submit any plans or proposal to Lessor within sixty (60) days after notification by Lessor, Lessor shall have the right to solicit offers from others for concessions to operate such recreational activity . If Lessor recfives offers , Lessee shall have the right to meet and equal the best offer which Lessor receives and to enter into a contract accordingly, provided that Lessee notifies Lessor of its intent to do so within five (5) days after being notified by Lessor of the terms and con- ditions that it would thus be required to meet and equal. If Lessee does not so elect to meet and equal said terms within said five (5) days , Lessee shall have no further interest in conducting such activity . This paragraph shall not be applied to permit Lessor to offer to others the right to conduct recreational activities similar to those then being conducted by Lessee hereunder. This paragraph shall not restrict Lessor from constructing and operating facilities free to the public which are not similar to those then being conducted by Lessee hereunder. 35 . C . The Huntington Beach Department of Recreation and Parks may operate vending machines and concessions solely for use by its own employees and; Lessee shall have no interest in such operations or the proceeds therefrom. 37 . GUARANTEE. The guarantee appearing at the foot of this lease will be executed personally by Lessee ' s sole stock- holder. It is proposed to invest the minimum sum of $75 ,000 cash to capitalize the Lessee corporation, said amount to be paid in for 7 ,500 shares of $10 par value capital stock, none of which stock shall be pledged or otherwise encumbered. It is further proposed that of the $75,000 cash so paid in to the corporation, $60,000 will be expended on construction of facilities on the demised premises , and $15 ,000 thereof will be ; used for operating capital. Upon proof that said $75 ,000 has been so paid in ,and has been so expended by Lessee, the said guarantee shall be subject to cancellation. 38. TIME Time is of the essence of this lease . CITY OF HUNTINGTON BEACH, a municipal corporation, Lessor, v, 7 By Mayor ATTEST: APPROVED AS TO FORM: City+ erk City J% 36 . • HUNTINGTON CENTRAL PARK CONCESSION CO. , a California corporation, Lessee, Y By CHARLES PRENTICE TAYLOR President By JEAN E (, ,AHAR Secretary STATE OF CALIFORNIA ) SS . COUNTY OF ORANGE ) On December 4 , 1972 before me , the undersigned, a Notary Public in and for said State , personally appeared CHARLES PRENTICE TAYLOR and JEAN E . MAHAR, known to me to be respectively the President and the Secretary of the corporation that executed the within instrument , and to be the persons who executed the within instrument on behalf of the corporation therein named, and each acknowledged to me that such corporation executed the within instrument pursuant to its by-laws or a resolution of its board of directors . WITNESS my hand and official seal . ❑Illtll;i;lil l;l Of FIC.lAL.SEA' Signature ,ctcl_ L ,�� : `� �. Anne-Hathaway Brunson i isyi' F1it•;l I Al ';;i I I ANNE-HATHAWAY BRUNSON x' ORANCf COONTY Name Typed or Printed _ My Commission Expires June 6, E973 GUARANTEE I do hereby as surety guarantee the performance by Lessee of each and every covenant in the foregoing lease . FLORENCE E. DEVENDORF 37 . 9dii 41 TR.9P53:50'D 90'(5 TD IH57 89'9G zff ac5 89'97 3d r 1 9x.00 CWDfncc Q,SLATER NIE. 89'9e'S0'C•5T5T5.39-35 a92e CAT&u9sb N89'23 28 E (19DY 8a TR.4053) 9dU'21 TR:59e5 B t bTE - E 9ti HJ8 aG5 959.89 T8.5855,TI1,6185 3 3 0= � o L.sat9 SH. $ T•SIM' Q 4 NIH.#,i N44•N21E j1 M as EXK7.pTNc61Z nEET 015T. 4200' Zgp cxAD NCE NA9'21a1E paean rvusq ARE:a MRGcToRS ILV,RI2E SH.$ rH s G3 .�Nln�c�✓ nGIY 89993j TR.592 fn:Er ETI9TfBx ..i � �� ,.. PEAT 9d1003 ThS923 \ •\ w>IIGL/ottEXfcT �. \ 1T0P IAIVEDReNI✓n. g CNST rpj'E RNq paa]RDN'i1V11TIFIG PLFT' ;Fji \ \ TALBERT LAKE .. -.. . ..,..,.... 27242 Nw rbt a LOCAV-4 2eaao' 3 _ N89202IE 9527' SH.I R PHASE 9 �« PHA3E I g d —` NEw FEt,1GE � z �+eE 3NeeT G'S MP• Ne9'2q'A'B?O.(O' IT LINt-y .... ........... ... _ _ ". L L u�i 4<1- 4 PERI'NW e44T PENcIN4 N89122 �Ce Ci4 OeTNLI SH.5 90'O4MTA.5353 tHT Ff6t FENCE 8`55DTA.59U 901090095, '" eY952a0cs _ eo'q's3'cuc. _ 4v�I wre1 TAI-MII AVE. - 1519 8i _ 2 I E 761.00 1519.62 4xTw. - . �TALDEAT AVE. 123150' 895Y15 PH(D) 3 } 9ff09q•0G5 9dtIUI•PM(A) \ 90.Opg`PN(D) • 89l-0759 Ph(A) 90'1i90'b1'S 89'S130 QSS. Z 69.97'90 OGS. w�i •fANp LOCATION SlC sll<A POR iIt I6% T LI,1TD L J ,OFW L.1 517E !� 9EG'+N.41{CA t61A Ekeef GTE' LIMIT ory 4PJ94\ \GONTP�TO I' OPPILE tWp Mftf L •� I °��`��` ...e d » �I_�i. Ill O. /V � �T�saL olsAGe YAwa R•92 N' .4 L•58 i = SH.4 ca7E "LET I'm_ B•'S3/BB3yy11U ----3 49 I L• bT / / / 'q o TPYIFORART rvE+NLE% S x I z /�. I i�/ j CpTe � xALE If^2A7�_Of PHASe Z tH6_ L2 HUNTMTON LAKE 14 SH.3 G3 PHASE 9 L +.LnNesltfE GaAVEI-TPENCN TTP�'. I ZOP°r nuupp 90•04 30•P.M.(8) I e$5509P.N.( -E IV 1979.87 TAYLOR 8Y55 3d T.(D) 960E00 P.Nf NOM I.TWO P"1"MOUNVAPJP.!h ARG PLEXMK JE AND WIl1 x nuTuAI.LT A�L,L, F ttPaN PAY LAN1O5CnPE ARGNITECT-TT¢c l{R laR FIMRE. EQtlESTRIAII L.13GA�oE AL'NIIiHAT gB,LN OpENBA 41MATLR OR❑vx Pwr1eTBRTEtTRa9AlAT PEHrETq ENS b'NIGH ' i.rEAWNGI ON'iN1s RON fs'T6ti Ypel.tce' LNLPMvase Noreq see 3 DWNugRYefAMbrtbNO�eXYs7.INAU-Af2As EXHIBIT 1 PGWMNBNTGATe' 9.L-7'vrneR�wITN s '�IwJva fSxRgEq YnaE Res. No. 3615 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss : CITY OF HUNTINGTON BEACH ) I , PAUL C. JONES, the, duly elected , qualified and acting City Clerk of the City of Huntington Beach, and ex- officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven; that the foregoing resolution was passed and adopted by the affirmative vote of more than a majority of all the members of said City Council at a regular meeting thereof held on the 4th day of December , 19 72 , by the following vote: AYES: Councilmen: Shipley, Bartlett, Gibbs, Green, Matney, Duke, Coen NOES: Councilmen: None ABSENT: Councilmen: None PAUL C. TnNyq City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California By Assistant City Clerk