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HomeMy WebLinkAboutGeneral Petroleum dba Maxum Petroleum - 2015-12-21Dept ID ED 15-36 Page 1 of 2 Meeting Date 12/21/2015 / CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION MEETING DATE: 12/21/2015 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A Wilson, City Manager PREPARED BY: Ken Domer, Assistant City Manager Kellee Fritzal, Deputy Director, Business Development SUBJECT: Approve and authorize execution of Agreement for Sale of Mariner's Point Fuel Dock in Huntington Harbour to General Petroleum, dba Maxum Petroleum, and, declare property as surplus Statement of Issue The City Council is asked to approve the sale of the Mariners Point Fuel Dock, consisting of fuel tanks, equipment, facilities, and related leasehold interests, to General Petroleum, dba Maxum Petroleum The City is purchasing this property through a prior City Council action Financial Impact The sale of the property to General Petroleum, dba Maxum Petroleum for $25,000 will reimburse the Non -Departmental / Business Development account 1008102 Recommended Action A) Authorize the Mayor and City Clerk to execute an "Agreement for Sale of Property and Escrow Instructions" and all other related documents with General Petroleum, dba Maxum Petroleum, and, B) Declare Property as Surplus, and, C) Authorize the City Manager to execute all required escrow documents to effectuate the sale of the fuel docks Alternative Action(s) Do not adopt the sale and direct Staff as necessary Analysis In June 2015, the City Council learned that the Mariners Point Fuel Dock (Mariners) would be permanently closing their business in Huntington Harbour on October 1, 2015 In anticipation of the Mariners October closure, the City Council directed Staff in September 2015 to initiate a Request for Proposal process for potential parties to own and operate Mariners On September 30, 2015, the City released a Request for Qualifications (RFQ) to identify potential partners to work with the City on a solution to continue operations of Mariners All negotiations or agreements with the potential qualified operators were subject to and based upon financial strength and expertise in fuel dock operations and transfer/sale of property rights to the successful qualified operator Although many of the RFQ respondents were highly qualified to operate Mariners, City staff selected, and recommends, General Petroleum, dba Maxum Petroleum (Maxum) as the most HB -255- Item 22. - 1 Dept ID ED 15-36 Page 2 of 2 Meeting Date 12/21/2015 qualified operator based upon their financial capacity and related experience owning, repairing, maintaining, and operating similar fuel dock facilities Maxum has been engaged in maritime related business since 1946 with West Coast operations based in Long Beach, California Maxum is also considered one of the largest physical marine diesel suppliers on the West Coast with physical operations located in Seattle, Portland, San Francisco, and Los Angeles markets covering various capabilities including marine terminals, bulk plants and warehouses Maxum currently operates a fuel pier in Seattle, the only fuel dock in San Francisco Harbor, and a fuel dock and storage facility at Terminal Island in the Port of Los Angeles The City negotiated a Purchase and Sale Agreement with Maxum which provides for the following o Sale Price $25,000, o Maxum's payment of City environmental testing and insurance up to $10,000, o City responsible to work with State Land Commission to assign the Lease for the fuel dock to Maxum, o City to work with Sunshine Makers dba Simple Green to receive consent of the easement for the tanks and pipes, o Equipment/dock assigned to Maxum in "as -is" condition, o Escrow period of 10 days, and o Assumption of any future environmental liability Staff recommends that the City Council declare Mariners Fuel Docks as surplus property and approve the sale to Maxum Environmental Status Not Applicable Strategic Plan Goal Improve quality of life Attachments) 1 Agreement for Purchase and Sale of Property and Escrow Instructions by and between the City of Huntington Beach and General Petroleum, dba Maxum Petroleum Item 22. - 2 HB -256- AGREEMENT FOR PURCHASE AND SALE OF PROPERTY AND ESCROW INSTRUCTIONS Date , 2015 Escrow No. To Attn THIS AGREEMENT FOR PURCHASE AND SALE OF PROPERTY AND ESCROW INSTRUCTIONS (this "Agreement") is made this / .ST day of December, 2015, by and between THE CITY OF HUNTINGTON BEACH, a municipal corporation ("Seller"), and GENERAL PETROLEUM, a California corporation ("Buyer") A Seller is the owner of certain leasehold interests, improvements and other personal and/or real property interests related to property, including but not limited to, fuel tanks, fuel lines, a fuel dock real or personal property, waterway rights and appurtenances located in the Sunset Bay, Orange County, California as well as any and all interests related to the ownership and operation of Mariners Point Fuel Dock, collectively referred to herein as the "Property" more particularly described in Exhibit "A" attached hereto and incorporated herein by reference B All interest in the Property, including the Amended and Restated Declaration of Easements conveyed by Harbor Landing LLC to Sunshine Makers, Inc, Document # 2011000690326, as will be assigned to Seller, a copy of which is attached hereto as Exhibit "B" (the "Easement"), which will be transferred to Buyer as part of the escrow process pursuant to this Agreement C At the completion of this purchase and sale between the Seller and the Buyer, which includes the process and completion of assigning the Leasehold interest and Easement to the Buyer, the Seller will have no remaining interest in the Property whatsoever NOW, THEREFORE, the parties to this Agreement agree to sell all Property, transfer or otherwise assign the State Lands Agreement attached hereto as Exhibit "C" (the "Lease") to Buyer and transfer the Amended and Restated Declaration of Easements, from Seller to Buyer, in accordance with the following terms and conditions ARTICLE I 1 1 Purchase and Sale of Seller's Property. It is the mutual intent of the parties that, pursuant to the terms of this Agreement, Seller conveys to Buyer, and Buyer acquires from Seller, all interest Seller may have had or currently holds and owns in the Property 15-5012 / 129798 doe 1 2 Opening of Escrow Within two (2) business days after the execution of this Agreement by Seller and Buyer, the parties shall open an escrow ("Escrow") with the Escrow holder by causing an executed copy of this Agreement to be deposited with Escrow Holder Escrow shall be deemed open on the date that Buyer delivers a fully executed Agreement to Escrow Holder. 1 3 Payment of Purchase Price (a) Amount of Purchase Price The purchase price for the conveyance and transfer of Seller's interest in the Property to Buyer shall be Twenty -Five Thousand Dollars ($25,000 00) plus payment for the cost of environmental insurance policy, not to exceed $10,000 00, that the Seller will purchase prior to the close of escrow (both dollar amounts collectively as "Purchase Price"). (b) Payment of Purchase Price The Purchase Price shall be deposited by Buyer into Escrow within three (3) business days following the funding request by Escrow Holder Buyer shall deposit the Purchase Price with Escrow Holder in "good funds" payable to Seller at the time of closing. "Good funds" shall mean a wire transfer of funds, cashier's or certified check drawn on or issued by the offices of a financial institution located in the State of California, check from the City of Huntington Beach, or cash (c) Interests Conveyed It is understood and agreed by and between Buyer and Seller that the monetary payment of the Purchase Price set forth above is paid as full and final consideration of all of the following (i) Seller's entire interest in and to the Property, (n) The Property, including, but not limited to, all improvements, structures, and any attached appurtenances to the real property described in Exhibit "A", including, but not limited to, any petroleum and fuel storage and conveyance facilities located on such property, (iii) The assignment to Buyer of the Easement and the Lease, and (iv) The covenants of Seller under this Agreement (v) Buyers payment and Release and Indemnity Related to Property (d) Consideration Together with Seller's obligation to indemnify and hold Buyer harmless as described herein, Buyer's obligation to indemnify, hold Seller harmless, fund certain remediation costs described herein, and payment of the Purchase Price by Buyer to Seller which represents total just compensation for Buyer's acquisition of Seller's interest in the Property 2 15-5012 / 129798 doc 14 Additional Funds and Documents Required from Seller Within five (5) business days following the date that Escrow is opened hereunder, Seller will deposit with Escrow Holder an executed Bill of Sale in the form attached hereto as Exhibit "D" conveying Seller's interest in the Property, together with such funds and other instruments as may be necessary in order for the Escrow Holder to comply with this Agreement, including documentation properly transferring all rights under the Easement and the Lease to Buyer Escrow Holder shall submit the executed Bill of Sale and other instruments to Buyer for review and acceptance, as may be required to put these documents in recordable form, whereupon Buyer shall immediately submit these documents, along with all additional funds and/or documents which are necessary to close escrow and otherwise comply with this agreement with the acceptance, to Escrow Holder pending close of Escrow. 1 5 Closing Date Time of Essence (a) Closing. Unless otherwise terminated by Buyer as provided below, Escrow shall close within ten (10) days from the date Escrow is opened The terms "the Close of Escrow", and/or the "Closing" as used herein shall mean the time Seller's Bill of Sale is delivered and any other instruments, as may be necessary in order for the Escrow Holder to comply with this Agreement, are filed for recording by the Escrow Holder in the Office of the County Recorder of Orange County, California all closing costs and other costs are paid in full, and all disbursements of any remaining funds in Escrow, or other disbursements as may be required to close Escrow, are made by Escrow Holder to the appropriate parties (b) Time of Essence Buyer and Seller specifically understand and agree that time is of the essence and Buyer and Sellers specifically agree to strictly comply and perform their obligations herein in the time and manner specified The time for Closing may be extended, but only by way of a writing signed by both parties 1 6 Conditions Precedent to Close of Escrow (a) Condition to Buyer's Obligations The obligations of Buyer under this Agreement shall be subject to the satisfaction or written waiver, in whole or in part, by Buyer of each of the following conditions precedent- (i) Deposit by Seller of all instruments and funds provided for in this Agreement, necessary to the Closing (ii) Title report or other documentation evidencing that the Seller owns the Property free and clear and the no encumbrances exist on any real or personal property subject to this transaction (b) Conditions to Seller's Obligations The obligations of the Seller under this Agreement shall be subject to the satisfaction 6r written waiver, in whole or in part, by the Seller of each of the following conditions precedent 3 15-5012 / 129798 doc (1) Delivery by Buyer of all instruments and funds provided for in this Agreement necessary to the Closing 1 7 Escrow Provisions (a) Escrow Instructions This Agreement, when signed by Buyer and Seller, shall also constitute escrow instructions to escrow Holder. If required by Escrow Holder, Buyer and Seller agree to execute Escrow Holder's standard escrow instructions, provided that the same are consistent with and do not conflict with the provisions of this Agreement In the event of any such conflict, the provisions of this Agreement shall prevail (b) General Escrow Provisions Upon Close of Escrow, Escrow Holder shall deliver the Bill of Sale and any additional instruments necessary to effectuate the property transfer to Buyer and instruct the County Recorder of Orange County, California to mail the recorded instruments, to Buyer at the address set forth in Section 3 2 after recordation All funds received in this Escrow shall be deposited in one or more general escrow accounts of the Escrow Holder with any bank doing business in Orange County, California, and may be disbursed to any other general escrow account or accounts All disbursements shall be made by Escrow Holder's wire transfer 1.8 Amendments and Counterparts This Agreement and any modifications, amendments, or supplements thereto may be executed in counterparts and shall be valid and binding as if all of the parties' signatures were on one document 1 9 Payment of Costs Buyer and Seller shall pay one half of Escrow fees and the charges for recording any necessary instruments Clearing of all existing encumbrances, judgments, or liens, including any fees or charges incurred, shall be the sole responsibility of Seller 1 10 Termination and Cancellation of Escrow If Escrow fails to close as provided above, any party who then shall have fully complied with their instructions and met their conditions to Close of Escrow may, in writing, demand of Escrow Holder the return of their money, documents, instruments, or property deposited into escrow If no party has so complied, no demand for return of any money, documents, instruments, or property will be recognized by Escrow Holder until five (5) business days after Escrow Holder has mailed written notice of such demand to all other parties at their respective addresses shown in these instructions, and if any party raises any objection to such return, Escrow Holder is authorized to hold all such money, documents, instruments, or property until instructed by a court of competent jurisdiction or joint instruction of the parties 1 11 Brokerage Commissions. Seller represents to Buyer that no third party is owed any payment or commission as a result of the transfer of the property interests provided hereunder, and Seller indemnifies and holds the Buyer harmless from and against all liabilities, costs, damages and expenses, including, without limitation, attorneys' fees, resulting from any claims of fees or commissions 4 15-5012 / 129798 doc 1 12 Hazardous Substances Disclosure The Property, and Seller's interest therein, are subject to a disclosure as designated under Section 25359 7 of the California Health & Safety Code (as may be amended); whereby a Seller is required to disclose the presence of any hazardous substances that have come to be located on or beneath the Property before Close of Escrow Prior to Close of Escrow, Seller will provide Buyer with a statement of any required disclosures under Health & Safety Code Section 25359 7(a) It is understood and agreed between Buyer and Seller that closing of this Escrow is subject to and contingent upon receipt and approval of said Disclosure Statement by Buyer 1 13 Contamination Defined The term "Contamination" as used in this Agreement shall mean and refer to any environmental contamination of any type or nature including but not limited to the following substances, whether in the soil, air, surface water, perched water or groundwater, or in any other medium. any "hazardous substance", as defined under Title 42 U S C Section 9601(14) or under California Health & Safety Code Section 25281(g); any "hazardous waste", as defined under Title 42 U S C. Section 6903(5) and under California Health & Safety Code Section 25117, any "hazardous substance", as defined under California Health & Safety Code Section 25281 and 25316, any "hazardous material", as defined under California Health & Safety Code Section 25260(e), any chemical listed pursuant to California Health & Safety Code Section 25249 8, any petroleum hydrocarbon material or petroleum byproduct, refined and unrefined, including but limited to any crude oil or any fraction thereof, and any additive to any refined petroleum product, as well as any asbestos or asbestos containing material 1 14 Purchase of Property in "As -Is" Condition Buyer acknowledges and agrees that, except as expressly provided otherwise in this Agreement and subject to Section 1 16, Seller has not made, and does not make any representations or warranties of any kind, whether express or implied, concerning or with respect to (i) the quality, state of repair or lack of repair of the Property, (u) the nature or condition of the Property, including, without limitation, the water, soil and geology, (iii) the manner or quality of the construction or materials, if any, incorporated into the Property, (iv) compliance with any environmental protection, pollution or land use laws, rules, regulations, orders or requirements, including, but not limited to, the presence or absence of hazardous substances at, on, under, or adjacent to the Property, and (v) the content, completeness or accuracy of any documents furnished or provided to Buyer regarding the Property Buyer further acknowledges and agrees that to the maximum extent permitted by law, the sale of the Property as provided for herein is made on an "as -is" condition and basis with all faults, and that Seller, notwithstanding any applicable insurance liability or indemnity coverage, has no obligation to make repairs, replacements or improvements or cleanup of any real or personal property transferred, leased or otherwise conveyed as part of this transaction Disclosure of Test Results on Contamination to Buyer To the extent Seller has such information or has conducted testing, Seller shall disclose any and all laboratory results, test results and any and all other information concerning the assessment, investigation, monitoring, removal and/or remediation of Contamination on or from the Property to Buyer, in writing, within two (2) days of his or her receipt of such information The disclosure of this information is in accordance with and a part of the disclosure obligations of said Seller under the above Section 1 12, the Hazardous Substances Disclosure obligation Buyers 5 15-5012 / 129798 doc Release and Indemnity Related to Property Buyer hereby agrees to release and indemnify, defend and hold harmless Seller, its officers, elected or appointed officials, employees, agents and volunteers (collectively, the "Seller Indemnified Persons"), from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or 1n connection with from or arising out of, or any allegation by Buyer or a third party regarding environmental liabilities for clean up cost and or remediation or any action necessary to make the Property in compliance with any laws related to Contamination of the Property, the Lease or the Easement, including (without limitation) any claims of Contamination, or under CEQA or CERCLA This includes, but is not limited to, actual damages, injuries, costs, response costs, losses, demands, liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, penalties, and expenses of any kind whatsoever paid, incurred or suffered by, or asserted against, the Property, or any indemnified party directly or indirectly arising from or attributable to any repair, cleanup or detoxification, or preparation and implementation of any investigation, removal, remedial, response, closure, or other plan concerning any Contamination or hazardous substance on, under, migrating from or to, or about the Property. The foregoing indemnity is intended to operate as an agreement pursuant to CERCLA Section 107(e), of 42 United States Code Section 9607(E), and California Health and Safety Code Section 25364, to insure, protect, hold harmless and indemnify Seller Indemnified Persons from any liability pursuant to such sections The parties expressly understand that material to Buyer's agreement to purchase from Seller including the PURCHASE PRICE, is Buyer's agreement to indemnify and hold Seller harmless and pay for any remediation for the above -referenced events In the event that any portion of this indemnity clause is found to be unenforceable, the parties agree that such terms may be severed and/or interpreted in a manner that would render them enforceable so as to effectuate the intent of the parties that Seller Indemnified Persons be indemnified and held harmless to the fullest extent allowed by law Sellers Release re ar�ding Contract and Personal InLy Except as provided above, Seller hereby agrees to release and indemnify, defend and hold harmless Buyer and its affiliates and their respective owners, officers, employees, agents, and volunteers (collectively, the "Buyer Indemnified Persons"), from and against any and all obligations, liabilities, claims, liens, encumbrances, losses, damages, costs and expenses, including without limitation, attorneys' fees, whether direct, contingent, or consequential, incurred by Buyer Indemnified Persons, directly or indirectly, relating to, resulting from or arising out of, or any allegation by any third party regarding- (1) any breach of this Agreement, the Easement, or the Lease, (>>) acts, occurrences, or matters that take place in furtherance of this Agreement, the Easement or the Lease, (iii) liabilities relating to third party claims for personal injury, including attorney's fees, expenses or costs resulting from, or arising out of, any event, incident or claim occurring prior to the date of this Agreement This indemnity shall not include 6 15-5012 / 129798 doe any damages or liability as set forth in Buyers Release and Indemnity as set forth above Representations and Warranties of Seller Seller hereby represents and warrants to Buyer that that the following statements, all of which shall survive the execution of this Agreement and the Closing, are true and correct as of the date hereof and as of the Closing Date Seller has the full right, power, and legal authority to execute, deliver and perform this Agreement The execution and delivery by Seller of this Agreement and the consummation by Seller of the transactions contemplated on its part hereby has been duly authorized by all necessary approvals of each body governing Seller This Agreement has been duly executed and delivered by Seller, and is a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms No filing or registration with, no notice to and no governmental authorization, consent or approval of any governmental authority, creditor or other Person is necessary in connection with the execution and delivery of this Agreement, the performance of the obligations hereunder, or the consummation of the transactions contemplated hereby Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the compliance by Seller with any of the provisions hereof, will violate or conflict with any provision of any provision of any legal requirement binding upon Seller or result in, or require, the creation or imposition of, any encumbrance, lien or restriction whatsoever ("Encumbrances") upon or with respect to the Property or the rights under the Lease and the Easement being acquired by Buyer under this Agreement (collectively, the "Assets") Seller has good and valid title to all of the Assets The Assets are free and clear of all Encumbrances No representation or warranty or other statement of Seller or its representatives contained herein, any exhibits hereto, any certificates or documents delivered or to be delivered pursuant hereto, or otherwise made to Buyer contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein not misleading ARTICLE II 2 1 Repayment of Purchase Price Deposit to Buyer In the event Escrow does not close, for whatever reason, and Buyer does not acquire Seller's interest in the Assets as provided for in this Agreement, any and all amounts deposited into Escrow as the Purchase Price by Buyer and all other amounts deposited into Escrow by Buyer shall be returned by Escrow Holder, less costs incurred by Escrow Holder, to Buyer 22 PosMssjff. Possession of the Property sl pll be deli "edBuyer at Close of Escrow Sellel'Initials WIN lyf4ttk 7 15-5012 / 129798 doc ARTICLE III 3 1 Attorney's Fees In any action between the parties hereto, seeking enforcement of any of the terms and provisions of this Agreement or the Escrow, or in connection with the Assets, each party shall bear its own attorney's fees and costs The prevailing party in such action shall not be entitled to recover from the other party its reasonable attorney's fees and other reasonable expenses in connection with such action or proceeding 3 2 Notices Any notice which either party may desire to give to the other party or to the Escrow Holder must be in writing and may be given by personal delivery or by mailing the same by registered or certified mail, return receipt requested, postage prepaid, to the party to whom the notice is directed at the address of such party hereinafter set forth, or such other address and to such other persons as the parties may hereafter designate To Buyer: General Petroleum d/b/a Maxum Petroleum 340 Golden Shore, Suite 100 Long Beach, CA 90802 Attn Charles McDaniel With a copy to. Pilot Thomas Logistics 777 Main Street, Suite 2000 Fort Worth, Texas 76102 Attn Legal Department AND To Seller: City of Huntington Beach C/O Fred Wilson, City Manager 2000 Main Street P O Box 190 Huntington Beach, CA 92648 To Escrow Holder Commonwealth Land Title Company Attn Griffin Wayne, Vice President National Commercial Services 4100 Newport Place Drive, Suite 120 Newport Beach, CA 92660 Any notice given by mail shall be deemed received forty-eight (48) hours after such notice is deposited in the U S mail, addressed as provided above, with postage fully prepaid 15-5012 / 129798 doc 3 3 Interpretation Governing Law This Agreement shall be construed according to its fair meaning and as if prepared equally by all parties hereto This Agreement shall be construed in accordance with the laws of the State of California in -effect at the time of the execution of this Agreement Any action brought in connection with this Agreement shall be brought in a court of competent jurisdiction located in Orange County, California Titles and captions are for convenience only and shall not constitute a portion of this Agreement. As used in this Agreement, masculine, feminine or neuter gender and singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates 34 No Waiver No delay or omission by either party hereto in exercising any right or power accruing upon the compliance or failure of performance by the other party hereto under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof A waiver by either party hereto of a breach of any of the covenants, agreements restrictions or conditions hereof to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof 3 5 Modifications Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto Buyer may assign this Agreement, the Easement and the Lease to any of its affiliates without restriction 3 6 Severability If any term, provision, condition or covenant of this Agreement or application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall be valid and enforceable to the fullest extent permitted by law 3 7 Merger of Prior Agreements and Understandings This Agreement and other documents incorporated herein by reference contain the entire understanding between the parties relating to the transaction contemplated hereby and all prior or contemporaneous agreements, understandings, representations and statements, oral or written, including (without limitation) the Request for Qualifications for Mariner's Point Fuel Dock released on September 30, 2015, are merged herein and shall be of no further force or effect 3 8 Covenants to Survive Escrow The covenants and agreements contained herein shall survive the Close of Escrow and shall be binding upon and inure to the benefit of the parties hereto and their representatives, heirs, successors and assigns 3.9 I R S Forms It is further understood and agreed by Seller that closing of this Escrow is subject to and contingent upon Seller executing any Internal Revenue Service Form deemed necessary, and depositing same with Escrow Holder no later than one (1) day prior to the Close of escrow 0 15-5012 / 129798 doc 3 10 Notice of Tax Withholding Requirements It is further understood and agreed by Buyer and Seller that closing of this Escrow is subject to and contingent upon Seller executing a "Transferor's Affidavit of Non -Foreign Status" and California Form 590 (Withholding Exemption Certificate) and depositing a copy of same with Escrow Holder no later than one (1) day prior to the Close of Escrow In the event Sellers cannot execute the above -referenced Transferor's Affidavit or California Form 590, Seller shall provide written instructions to Buyer 3 11 Counterparts This Agreement and any modifications, amendments, or supplements thereto may be executed in counterparts and shall be valid and binding as if the signatures of all parties were on one document THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK 10 15-5012 / 129798 doe IN WITNESS WHEREOF, the parties hereto have executed this Agreement of Purchase and Sale of Property and Escrow Instructions as of the date first above written, GENERAL PETROLEUM, a California corporation j Dated: sa ��� ��— ' By: Name: Charles McDaniel Its: Senior Vice President "SELLER" CITY OF m A California Dated: �f Ci lerk INIT ,*VIEWED AND APPROVED: City/lytafia4er APPROVEDAE Attorney 11 FORM: EXHIBIT "A" Property [City to provide] 15-5012 / 129798 doc ER�IBIT "A 1" [Legal Description from State Lands Agreement] & I SECTION B WP 3265,1 LAND DESCRIPTION A parcel of submaMed land in Suntat Bey, City of Sea) Beach, Orange County, State of California, located adjacerri to and northeasterly of Tideland Localm No.141 patented to Alamitos Land Company April 4, 18D7 and being further described as follows: BEGINNING at the most northerty comer oiTract No. 6884 recorded book 214 pages 37 through 42 of m1wellaneova maps fled in the office of the 0wW County Reoorder; / thence N. Sr 4W 00' W. a distance of 100.00 feat along the northwesterly prolongation of the northeast tract boundary, sold northeast tract boundary and its prolongation being coincident with the northeasterly fine of said Tideland Location No 141; thence leaving said tract boundary and northeasterly Ime, Into Sunset Bay, N, 3r 16' 00' E. 75,00 feel; thence S. 52. 45' WE 100 00 feet; thence S. 37` IV DV W. 75 00 That to the POINT OF BEGINNWG, END OF DESCRIPTION This document was prepared by roe or under my supervision 14110 Patrick J Savage P.L.S. 6183 EDIT "A-2" [Easement] Easement over that certain real property located in the City of Huntington Beach, County of Orange, State of California, bearing Assessor's Parcel No,: 178-581-01, EXHIBIT "A - 3" Map North .-0 EXHIBIT "B" Easement [City to provide] 15-5012 / 129798 doc Commonwealth Land Title Company RECORDING REQUESTED BY AND WHEN RECORDED MAII, TO City of Huntington Beach C/O Fred Wilson, City Manager 2000 Main Street P O Box 190 Huntington Beach, CA 92648 Recorded in Official Records, Orange County Hugh Nguyen, Clerk -Recorder 36.00 zois00000sa�o aza�o`voins` 93 Sec4 A37 C34 F14 7 0.00 0.00 0.00 0.0018.00 0.00 0.00 0.00 51 Viol z5 1 APN 178-581-01 SPACE ABOVE THIS LINE FOR RECORDER'S USE ASSIGNMENT OF EASEMENT R I � W T" For valuable consideration, receipt of which is hereby acknowledged, the undersigned CITY OF HUNTINGTON BEACH, a Municipal Corporation (referred to herein as "Assignor") hereby assigns to GENERAL PETROLEUM, a California Corporation ("Assignee") all right, title and interest of Assignor in and to that certain Amended and Restated Declaration of Easements ("Declaration") by and between Harbor Landing, LLC, a California Limited Liability Company ("Grantor") and Manner's, a copy of which Declaration was recorded December 30, 2011, as Instrument No 2011000690325 of Official Records, in the Office of the County Recorder of Orange County, California, and which affects that certain real property located in the City of Huntington Beach, County of Orange, State of California, with Assessor's Parcel Number 178-581-01, and more particularly described on Exhibit "A" attached hereto and incorporated herein by this reference ("Property") By acceptance of this Assignment, Assignee hereby agrees to and assumes all of the obligations, covenants, terms and conditions required to be kept, performed and fulfilled by Assignor under the Declaration, and acknowledges that this Assignment is made subject to all of the covenants, conditions, restrictions, and reservations contained in the Declaration IN VJTTNESS VdMREOF, the undersigned have executed this Assignment of Easement as of the day of 20,ffn. ASSIGNOR ASSIGNEE THE CITY OF HUNTINGTON BEACH, GENERAL PETROLEUM, a Calif a M p gorporation a California Corporation y By By. MVor 1 v \,Oq ,i7 xatapodis Name Charles McDaniel n �D /� Its Senior Vice President Jolt L. Flynn AND APPROVED APPROVED AS Ci?`orney 1698I671 Commonwealth Land Title Company RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO City of Huntington Beach C/O Fred Wilson, City Manager 2000 Main Street P O Box 190 Huntington Beach, CA 92648 T VIo Z5 1 APN 178-581-01 SPACE ABOVE THIS LINE FOR RECORDER'S USE ASSIGNMENT OF EASEMENT R I � H T' For valuable consideration, receipt of which is hereby acknowledged, the undersigned CITY OF HUNTINGTON BEACH, a Municipal Corporation (referred to herem as "Assignor") hereby assigns to GENERAL PETROLEUM, a California Corporation ("Assignee") all right, title and interest of Assignor in and to that certain Amended and Restated Declaration of Easements ("Declaration") by and between Harbor Landing, LLC, a California Limited Liability Company ("Grantor") and Mariner's, a copy of which Declaration was recorded December 30, 2011, as Instrument No 2011000690325 of Official Records, in the Office of the County Recorder of Orange County, California, and which affects that certain real property located in the City of Huntington Beach, County of Orange, State of California, with Assessor's Parcel Number 178-581-01, and more particularly described on Exhibit "A" attached hereto and incorporated herem by this reference ("Property") By acceptance of this Assignment, Assignee hereby agrees to and assumes all of the obligations, covenants, terms and conditions required to be kept, performed and fulfilled by Assignor under the Declaration, and acknowledges that this Assignment is made subject to all of the covenants, conditions, restrictions, and reservations contained in the Declaration IN WITNESS WHEREOF, the undersigned have executed this Assignment of Easement as of the d 4 ay of , 201A ASSIGNOR ASSIGNEE THE CITY OF HH% GTON BEACH, GENERAL PETROLEUM, a CalifcAnia M c}p Corporation a California Corporation apo Jo/f# L . Flynn AND APPROVED By _ Name �s�yne�l �h c vite�P a e Charles McDaniel Its Senior Vice President 16981671 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO City of Huntington Beach C/O Fred Wilson, City Manager 2000 Main Street P 0 Box 190 Huntmgton Beach, CA 92648 APN 178-581-01 SPACE ABOVE THIS LINE FOR RECORDER'S USE ASSIGNMENT OF EASEMENT r21 (9- HT For valuable consideration, receipt of which is hereby acknowledged, the undersigned CITY OF HUNTINGTON BEACH, a Municipal Corporation (referred to herein as "Assignor") hereby assigns to GENERAL PETROLEUM, a California Corporation ("Assignee") all right, title and interest of Assignor m and to that certam Amended and Restated Declaration of Easements ("Declaration") by and between Harbor Landing, LLC, a California Limited Liability Company ("Grantor") and Mariner's, a copy of which Declaration was recorded December 30, 2011, as Instrument No 2011000690325 of Official Records, m the Office of the County Recorder of Orange County, California, and which affects that certain real property located m the City of Huntington Beach, County of Orange, State of California, with Assessor's Parcel Number 178-581-01, and more particularly described on Exhibit "A" attached hereto and mcorporated herem by this reference ("Property") By acceptance of this Assignment, Assignee hereby agrees to and assumes all of the obligations, covenants, terms and conditions required to be kept, performed and fulfilled by Assignor under the Declaration, and acknowledges that this Assignment is made subject to all of the covenants, conditions, restnctons, and reservations contamed m the Declaration IN WITNESS WHEREOF, the undersigned have executed this Assignment of Easement as of the day of T6 , 20[6 ASSIGNOR THE CITY OF HUNTINGTON BEACH, a Cahforma Municipal Corporation By S+y VqA 10 tovw�(��f Mayor By City Clerk INITIATED, REVI WED AND APPROVED City Manager APPROVED AS TO FORM City Attorney KkV _ 1698167 1 ASSIGNEE GENERAL a California By l "i-`L . i� Name Charles McDaniel Its Senior Vice President A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. ACKNOWLEDGMENT STATE OF CALIFORNIA ss COUNTY OF ORANGE On January 4, 2016, before me, P. L. Esparza, Notary Public, personally appeared Joan L. Flynn and Jim Katapodis who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. P L ESPARIA Commission #r 2032750 iNotary Public - California Orange County MY Comm Expires 2017 (Seal) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of (AS a- Lf f ) On J /mow / -1 ?-41(P , before me, ( ert name and title of the officer) Notary Public, personally appeared Cs 1✓s � 4-j1 L , who proved to me on the basis of satisfactory evidence to be the personal whose name is/ar& subscribed to the within instrument and acknowledged to me that he/skefphey executed the same in hisdz7fthelr authorized capacity(i"es�, and that by his/herh3ea signature(§) on the instrument the personM, or the entity upon behalf of which the persons) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature TROY BOWMAN a ' COMMISSION # 2018792 t Z Notary Public - California ORANGE COUNTY My Comm Expves May 7 2017 (Seal) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of California County of On , before me, (insert name and title of the officer) Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal Signature. (Seal) 1698167 1 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of ©2'4'`�� ) On L�4c&m &t, ' °2"I _, before me, TA-641 Qga�h4-j .-� (insert name and title of the officer) Notary Public, personally appeared FlzeY 4!Yh&t , who proved to me on the basis of satisfactory evidence to be the person* whose name( is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/ftherr authorized capacity(i.lilo, and that by his/herfthuff -slgnature(*� on the instrument the person(*, or the entity upon behalf of which the person( acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. TROY BOWMAN WITNESS my hand and official seal a _ ` COMMISSION # 2018792 z Notary Public - California y ORANGE COUNTY My Comm Expires May 7 2017 Signature (Seal) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of California County of On , before me, (insert name and title of the officer) Notary Public, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal Signature. (Seal) 1698167 1 EX MIT "A" Legal Description THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE IN THE CiTY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND iS DESCRIBED AS FOLLOWS. All that certain land situated in the State of California, County of Orange, City of Huntington Beach, and is described as follows That portion of Tide Land Location No. 141 as described in patent from the State of California, dated April 4, 1901, and recorded May 14, 1901 in Book 1, Page 194 of Patents in the office of the County Recorder of said county, as corrected by "decree correcting description entered July 2, 1929 in the matters of the petition of Alamitos Land Company, Case No. A-726, Superior Court, County of Orange, a certified copy thereof and a copy of the map showing such correction being recorded July 2, 1929 and October 22, 1928, respectively, in Book 287, Page 231 of Official Records, and in Book 3, Page 45 of Record of Surveys, respectively", and that portion of Section 24, in Township 2 South, Range 12 West, San Bernardino base and meridian, included within the following described land Parcel 1 Beginning at the intersection of the Southwesterly line of said Tide Land Location No. 141, with the Northeasterly line of the California State Highway (U.S. 101), 100.00 feet wide, as described in Book 325, Page 199 of Official Records, being a curve concave Southwesterly, having a radius of 5844.60 feet, a radial line from said point bears South 45" 57' 23" West; thence Northwesterly 150.89 feet along the arc of said 5844 60 foot radius curve, through a central angle of 1 ` 28' 45" to the Southeasterly line of said California State Highway, as described in deed recorded August 12, 1947 in Book 1537, Page 319 of Official Records; thence North 46" 32' 00" East 53.76 feet along said Southeasterly line, thence South 43° 28' 07" East 90.00 feet; thence North 460 32' 00" East to a point on the Northeasterly line of said Tide Land Location No. 141, said point being the Northwesterly terminus of that certain course having a bearing and distance of North 52 ° 45' 00" West 850.25 feet, as described in a boundary line agreement between the State of California and Lincoln Fidelity Corporation, recorded on December 10, 1963 in Book 6837, Page 445 of Official Records, thence South 52" 45' 00" East 100.00 feet along said Northeasterly line of Tide Land Location No. 141 and said boundary lines; thence Southwesterly on a direct line to a point on the curved Northeasterly fine of the California State Highway, as shown as 78.00 feet Northeasterly from the Northeasterly line of the Pacific Electric Railroad right of way on a map filed in Book 14, Page 36 of Record of Surveys in the office of said County Recorder, said point being Southeasterly 100.00feet, measured along said curved Northeasterly line from its intersection with the Southwesterly line of said Tide Land Location No. 141; thence Northwesterly 100 00 feet along said Northeasterly line to said Southwesterly line; thence Southeasterly 50.39 feet along said Southwesterly line to the point of beginning. Excepting all oil, gas or other hydrocarbon products under said land, without the right to perform any operations on the surface of said land, such as drilling, exploration or extracting of such minerals, in favor of Alamitos Land Company, a corporation, as provided in Amendment No 1 to declaration of taking by the United States of America, recorded October 7, 1948 in Book 1712, Pages 1 to 25 inclusive of Official Records, and as confirmed by final decree of condemnation recorded November 5, 1952 in Book 2407, Page 870 of Official Records 1698167 1 CONSENT The undersigned, successor -in -interest to Grantor under the Declaration, hereby consents to the foregoing Assignment of Easement which affects the Property, as described above, and hereby confirms that the Declaration, as described above, remains in full force and effect Dated (ZI �J , 20lz� SUNSHINE MAKERS, INC., a California Corporation B Its ' Print Name: Jeffrey Hyder 2 16981671 EXHIBIT "A - 3" Map North EXHIBIT "C" Lease [City to provide] 15-5012 / 129798 doe ECORDED AT THE REQUEST OF AND WHEN RECORDED MAIL TO STATE OF CALIFORNIA California State Lands Commission Attn• Title Unit 100 Howe Avenue, Suite 100-South Sacramento, CA 95825-8202 STATE OF CALIFORNIA OFFICIAL BUSINESS Document entitled to free recordation pursuant to Government Code Section 27383 APN 178-581-01 SPACE ABOVE THIS LINE FOR RECORDERS USE County Orange LEASE PRC 3265.1 This Lease consists of this summary and the following attached and incorporated parts - Section 1 Basic Provisions Section 2 Special Provisions Amending or Supplementing Section 1 or 4 Section 3 Description of Lease Premises Section 4 General Provisions Exhibit A Best Management Practices for Marina Owners/Operators Exhibit B Report of Annual Gross Income SECTION 1 BASIC PROVISIONS THE STATE OF CALIFORNIA, hereinafter referred to as Lessor acting by and through the CALIFORNIA STATE LANDS COMNIISSION (100 Howe Avenue, Suite 100-South, Sacramento, California 95825-8202), pursuant to Division 6 of the Public Resources Code and Title 2, Division 3 of the California Code of Regulations, and for consideration specified in this Lease, does hereby lease, demise and let to Mariner's Point, a California General Partnership, hereinafter referred to as Lessee, those certain lands described in Section 3 subject to the reservations, terms, covenants and conditions of this Lease. PRC 3265.1 MAILING ADDRESS: 15922 Pacific Coast Highway Huntington Beach, CA 92649 LEASE TYPE: General Lease - Commercial Use LAND TYPE: Sovereign LOCATION: Sunset Bay, Orange County LAND USE OR PURPOSE: Use and maintenance of a commercial fuel dock facility TERM: 15 years, beginning April 1, 2010, ending March 31, 2025, unless sooner terminated as provided under this Lease CONSIDERATION: Minimum annual rent of $8,900, against $0 015 per gallon of fuel sold up to 100,000 gallons and $0.02 per gallon thereafter, and 5% of the gross income from all other gross sales. Subject to modification by Lessor as specified in Paragraph 2(b) of Section 4 - General Provisions AUTHORIZED IMPROVEMENTS: X EXISTING: Commercial fuel dock facility LIABILITY INSURANCE: Coverage of no less than $2,000,000 SURETY BOND OR OTHER SECURITY: $ 25,000 SECTION 2 SPECIAL PROVISIONS BEFORE THE EXECUTION OF THIS LEASE, ITS PROVISIONS ARE AMENDED, REVISED OR SUPPLEMENTED AS FOLLOWS: 1 Lessee must maintain, throughout the term of the lease, upland owners' permission to access the Lease Premises. In the event permission is revoked, the Lease shall terminate 2. PERCENTAGE OF GROSS, LEASE Annual Rent. (1) $0 015 per gallon of fuel sold to a maximum of 100,000 gallons and $0.02 per gallon thereafter. (2) Five percent (5%) of the Gross Income from all other sources in the lease area Minimum Annual Rental Lessee shall pay a minimum annual rental of $8,900 in advance on the beginning date of this lease and on the lease anniversary date every year thereafter for the remainder of the term of this Lease It is further agreed by and between the parties hereto as follows (a) Lessee agrees to pay the minimum annual rental state in this lease to Lessor without deduction, delay or offset, at such place as may be designated by Lessor from time to time, in accordance with the schedule as set forth in this lease. Any rental due that is in excess of the minimum annual rental stated in this Lease, shall be due and payable on the same day that the annual report is due, and payment shall accompany such report (b) It is specifically agreed that in the event of the termination of this Lease Prior to its expiration date from any cause whatsoever, no portion of the minimum annual rental paid in advance shall be refundable. (c) DEFINITIONS: Section 1, Consideration, shall be controlled by the following definitions (a) Gross Income: To the extent applicable to activities conducted on this leasehold, Gross Income shall include all income earned on or over the Lease Premises by the Lessee and Operator and including, but not limited to (i) The sales price of any type of food and/or beverages sold by Lessee, Lessee's subtenants or others whether for cash or credit and whether paid or not, (n) The sales price of all other goods, wares, merchandise or products sold by Lessee, or others whether for cash or credit and whether paid or not, (ill) Commission received or earned from non -lessee owned coin -operated vending machines or other devices, and all sums deposited in Lessee owned coin -operated vending machines or other devices, (iv) The charges made by the Lessee or others for the berthing, docking, mooring or launching of boats and whether paid or not; ` PRC 3265 1 (v) The charges made by the Lessee or others for the rental of any type of equipment or product, whether for cash or for credit and whether paid or not; (vi) Any other income, whether for cash or credit generated directly from, or on, the leased area by the Lessee's or any other person's operations and whether paid or not, (b) Allowable Reductions to Gross Income: Gross income shall not include any sales or excise taxes payable by the Lessee to federal, state, county or municipal governments as a direct result of operations under this Lease, provided that these taxes are clearly segregated and identified in the Lessee's books and records Checks, credit card payments returned for insufficient funds or account closures, and credit card fees may also be deducted from gross income provided that these items are clearly segregated and identified in Lessee's books and records. (c) Allowable Reductions to Gross Sales: Gross sales may be reduced by returns and allowances on the theory that these "sales" were never made, and should not have been included as part of the gross sales, but gross income shall not be reduced by any other amount (d) Cash: Cash includes currency, coin, checks, and money -orders. (e) Credit: Credit includes credit card transactions, and those transactions made on open account or for any oral or written promise to pay. (f) Credit Card Fees: Credit card fees include charges by a third party that deducts from gross sale. (g) Operator for Purposes of Rent Calculation: Operator shall refer both individually and collectively to Lessee, its sublessees, contractors and concessionaires conducting activities on or over the Lease Premises 3 ANNUAL REPORT: Lessee shall submit an annual report for the current reporting period including but not limited to A. Lessee's/Operator's gross income from operations and activities authorized under this Lease to be conducted on or from the Lease Premises; B. Lessee's/Operator's gross income from the rental of boat slips and mooring buoys; and C. Lessee's/Operator's gross income from all water -oriented commercial activities on or over the Lease Premises. This report shall be accompanied by an Income Statement detailing Lessee's and/or Operator's operations on the Lease Premises and under this Lease for the prescribed reporting period. These reports shall be due on twenty fifth (25�') day of the month PRC 3265 1 following the end of the year covered by the annual report Lessor may elect to provide forms for the Annual Report The Annual Report form is attached as Exhibit B 4. BOOKS AND RECORDS - Lessee shall maintain books and records of all financial transactions relating to the Lease Premises in accordance with generally accepted accounting principles. These records shall be supported by source documents such as agreement with renters, copies of invoices, receipts, and other pertinent documents. If requested by the State, the Lessee shall allow representatives of the State Lands Commission to examine copies of Federal and State Income Tax Returns, and Board of Equalization Tax Returns in order to corroborate information shown on reports to the State Lands Commission. EXAMINATION OF BOOKS AND RECORDS: All annual reports submitted to the State Lands Commission are subject to audit and revision by the State Lands Commission and Lessor may inspect all of Lessee's books, records, and documents relating to the operation of the Leased Premises at all reasonable times. Any statutory or other right the Lessee may have to object to such inspection by the State Lands Commission is hereby waived. 6. BEST MANAGEMENT PRACTICES: Lessee agrees to implement the "Best Management Practices for Marina Owners/Operators" contained in Exhibit A attached and by reference made a part of this amendment. Lessor reserves the right to require that additional BMPs be implemented as technology changes, if existing BMPs are not being followed, and/or existing BMPs are found to be ineffective 7 REFUSE CONTAINERS Lessee shall provide containers on or immediately adjacent to the leased premises to receive trash and refuse generated aboard vessels using Lessee's docking facilities Refuse containers shall be located so as to be conveniently used by occupants of vessels using Lessee's facilities and shall be of sufficient size and number to contain the refuse generated aboard all vessels using Lessee's facilities The containers shall be covered and emptied regularly enough to prevent them from overflowing or creating unhealthful, unsightly or unsanitary conditions The contents of the containers shall be disposed of by Lessee or others acting pursuant to Lessee's direction at authorized landfills or other garbage reception areas as provided under law applicable at the time of collection. 8 PLASTICS. (a) Lessee shall not provide for sale, or allow other parties to provide, any prepared food in polystyrene foam containers or packaging, nor shall Lessee, or other parties, keep on the Lease Premises any polystyrene foam containers or packaging of a type, design and condition appropriate to the preparation of food for consumption on or off the Lease Premises. (b) All packaging for prepared food that is consumed on or off the premises, or for takeout service, shall be degradable. Lessee shall provide, upon demand, copies of pair invoices PRC 3265 1 which verify the purchase of degradable containers in quantities sufficient to validate Lessee's compliance with this provision (c) For purposes of this lease, the following definitions are applicable. (1) "Prepared food" means foods or beverages which are prepared on the Lease Premises by cooking, chopping, slicing, mixing, freezing or squeezing, and which require no further preparation to be consumed r (2) Food packaging" means all bags, sacks, wrapping, containers, bowls, plates, trays, cartons, cups, straws and lids which are not intended for reuse on or in which any foods or beverages are placed or packaged on the Lease premises. (3) "Takeout food" means prepared foods or beverages requiring no further preparation to be consumed and which are purchased in order to be consumed off the Lease Premises. (4) "Polystyrene foam" means any styrene or vinyl chloride polymer which is blown into foam -like materials, an example of which is marked under the trade name "Styrofoam" (5) "Degradable food packaging" means food packaging which within two years substantially reduced to its constituent substances through degradation processes initiated by natural organisms whose end products are substantially, but not necessarily entirely, carbon dioxide and water Degradable food packaging does not include cellulose -based items which have a synthetic or plastic coating comprising more than 5% of the total volume of the item. (d) The above conditions shall be in effect until such time as the State Lands Commission adopts regulations and/or policies on the subject of plastic pollution. To the extent that such policies or regulations differ from the foregoing provisions and definitions, the parties hereby agree that the lease will be amended to incorporate those policies adopted by the State Lands Commission. 9 Lessee acknowledges and agrees• A The site may be subject to hazards from natural geophysical phenomena including, but not limited to waves, storm waves, tsunamis, earthquakes and erosion B. To unconditionally waive any claim or damage or liability against the State of California, its agencies, officers, agents, and employees for injury or damage from such hazards. In the event of any conflict between the provisions of Section 2 and Section 4 of this Lease, the provisions of Section 2 shall prevail. SECTION 3 WP 3265 1 LAND DESCRIPTION A parcel of submerged land in Sunset Bay, City of Seal Beach, Orange County, State of California, located adjacent to and northeasterly of Tideland Location No, 141 patented to Alamitos Land Company April 4, 1901 and being further described as follows_ BEGINNING at the most northerly corner of Tract No. 5864 recorded book 214 pages 37 through 42 of miscellaneous maps filed in the office of the Orange County Recorder: thence N, 52" 45' 00" W a distance of 100 00 Beet .along the northwesterly prolongation of the northeast tract boundary, said northeast tract boundary and its prolongation being coincident with the northeasterly lane of said Tideland Location No 141; thence 'leaving said tract boundary and northeasterly line, into Sunset Bay, N. 37' 15' 00" E. 75.00 feet; thence S. 52' 45' 00"E_ 100 Oa feet; thence S. 37" 15' 00" VV. 75.00 feet to the PUNT OF BEGINNING END OF DESCRIPTION This document was prepared by one or under my supeReisson Patrick J. Savage P.L.S. 5183 SECTION 4 GENERAL PROVISIONS 1 GENERAL These provisions are applicable to all leases, permits, rights - of -way, easements, or licenses or other interests in real property conveyed by the State Lands Commission CONSIDERATION (a) Categories (1) Rental Lessee shall pay the annual rental as stated in this Lease to Lessor without deduction, delay, or offset, on or before the beginning date of this Lease and on or before each anniversary of its beginning date during each year of the Lease term (2) Non -Monetary Consideration If the consideration to Lessor for this Lease is the public use, benefit, health, or safety, Lessor shall have the right to review such consideration at any time and set a monetary rental if the State Lands Commission, at its sole discretion, determines that such action is in the best interest of the State (b) Modification Lessor may modify the method, amount, or rate of consideration effective on each fifth anniversary of the beginning date of this Lease Should Lessor fail to exercise such right effective on any fifth anniversary it may do so effective on any one (1) of the next four (4) anniversaries following such fifth anniversary, without prejudice to its right to effect such modification on the next or any succeeding fifth anniversary No such modification shall become effective unless Lessee is given at least thirty (30) days notice prior to the effective date (c) Penalty and Interest Any installments of rental accruing under this Lease not paid when due shall be subject to a penalty and shall bear interest as specified in Public Resources Code Section 6224 and the Lessor's then existing administrative regulations governing penalty and interest 3 BOUNDARIES This Lease is not intended to establish the State's boundaries and is made without prejudice to either party regarding any boundary claims which may be asserted presently or in the firtui e LAND USE (a) General Lessee shall use the Lease Premises only for the purpose of purposes stated in this Lease and only for the operation and maintenance of the improvements expr essly authorized in this Lease Lessee shall commence use of the Lease Premises within ninety (90) days of the beginning date of this Lease or within ninety (90) days of the date set for construction to commence as set forth in this Lease, whichever is later Lessee shall notify Lessor within ten (10) days after commencing the construction of authorized improvements and within sixty (60) days after completing them Lessee's discontinuance of such use for a period of ninety (90) days shall be conclusively presumed to be an abandonment (b) Continuous Use L'essee's use of the Lease Premises shall be continuous from commencement of the Lease until its expiration (c) Repairs and Maintenance Lessee shall, at its own expense, keep and maintain the Lease Premises and all improvements in good or der and repair and in safe condition Lessor shall have no obligation for such repair and maintenance (d) Additions, Alterations, and Removal (1) Additions - No improvements other than those expressly authorized in this Lease shall be constructed by the Lessee on the Lease Premises without the prior written consent of Lessor (2) Alteration or Removal - Except as provided under this Lease, no alteration or removal of improvements on or natural features of the Lease Premises shall be undertaken without the prior written consent of Lessor (e) Conservation Lessee shall practice conservation of water, energy, and other natural resources and shall prevent pollution and harm to the environment Lessee shall not violate any law or regulation whose purpose is to conserve resources or to protect the environment Violation of this section shall constitute grounds for termination of the Lease Lessor, by its executive officer, shall notify Lessee, when in his or her opinion, Lessee has violated the provisions of this section and Lessee shall respond and discontinue the conduct or remedy the condition within 30 days (f) Toxics Lessee shall not manufacture or generate hazardous wastes on the Lease Premises unless specifically authorized under other terms of this Lease Lessee shall be fully responsible for any hazardous wastes, substances or materials as defined under federal, state or local law, regulation, or ordinance that are manufactured, generated, used, placed, disposed, stored, or transported on the Lease Premises during the Lease term and shall comply with and be bound by all applicable provisions of such federal, state or local law, regulation or a durance dealing with such wastes, substances or materials Lessee shall notify Lessor and the appropriate governmental emergency response agency(ies) immediately in the event of any release or threatened release of any such wastes, substances, or materials (g) Enjoyment Subject to the provisions of paragraph 5 (a) (2) below, nothing in this Lease shall preclude Lessee from excluding persons from the Lease Premises when their presence or activity constitutes a material interference with Lessee's use Page 2 and enjoyment of the Lease Premises as provided under this Lease (h) Discrimination Lessee in its use of the Lease Premises shall not discriminate against any person or class of persons on the basis of race, color, creed, religion, national origin, sex, age, or handicap (i) Residential Use No portion of the Lease Premises shall be used as a location for a residence or for the purpose of mooring a structure which is used as a residence For purposes of this Lease, a residence or floating residence includes but isnot limited to boats, barges, houseboats, trailers, cabins, or combinations of such facilities or other such structures which pi ovide overnight accommodations to the Lessee or others RESERVATIONS, ENCUMBRANCES, AND RIGHTS - OF -WAY (a) Reservations (1) Lessor expressly reserves all natural resources in or on the Lease Premises, including but not limited to timber and minerals as defined under Public Resources Code Sections 6401 and 6407, as well as the right to grant leases in and over the Lease Premises for the extraction of such natural resources, however, such leasing shall be neither inconsistent nor incompatible with the rights or privileges of Lessee under this Lease (2) Lessoi expressly reserves a right to go on the Lease Pi emises and all improvements for any purpose associated with this Lease or for carrying out any function required by law, or the rules, regulations or management policies of the State Lands Commission Lessor shall have a right of reasonable access to the Lease Premises across Lessee owned or occupied lands adjacent to the Lease Premises for any purpose associated with this Lease (3) Lessoi expressly ieserves to the public an easement for convenient access across the Lease Premises to other State-owned lands located near or adjacent to the Lease Premises and a right of reasonable passage across and along any right-of-way granted by this Lease, however, such easement or right- of - way shall be neither inconsistent not incompatible with the rights or privileges of Lessee under this Lease, (4) Lessor expressly reserves the right to lease, convey, or encumber the Lease Premises, in whole or in part, during the Lease term for any purpose not inconsistent or incompatible with the rights or privileges of Lessee under this Lease (b) Encumbrances This Lease may be subject to pre-existing contracts, leases, licenses, easements, encumbrances, and claims and is made without warranty by Lessor of title, condition, or fitness of the land for the stated or intended purpose - 6 RULES, REGULATIONS, AND TAXES (a) Lessee shall comply with and be bound by all presently existing or subsequently enacted rules, regulations, statutes or ordinances of the State Lands Commission or any other governmental agency or entity having lawful authority and jurisdiction (b) Lessee understands and agrees that a necessary condition for the granting and continued existence of this Lease is that Lessee obtains and maintains all permits or other entitlements (c) Lessee accepts responsibility for and agrees to pay any and all possessory interest taxes, assessments, user fees or service charges imposed on or associated with the leasehold interest, improvements or the Lease Premises, and such payment shall not reduce rental due Lessor under this Lease and Lessor shall have no liability for such payment INDEMNITY (a) Lessor shall not be liable and Lessee shall mdemnify, hold harmless and, at the option of Lessor, defend Lessor, its officers, agents, and employees against and for any and all liability, claims, damages or injuries of any kind and from any cause, arising out of or connected in any way with the issuance, enjoyment or breach of this Lease or Lessee's use of the Lease Premises except for any such liability, claims, damage or injury solely caused by the negligence of Lessor, its officers, agents and employees (b) Lessee shall notify Lessor immediately in case of any accident, injury, of casualty on the Lease Premises INSURANCE (a) Lessee shall obtain and maintain in full force and effect during the term of this Lease comprehensive general liability insurance and property damage insurance, with such coverage and limits as may be reasonably requested by Lessor from time to time, but in no event for less than the suin(s) specified, insuring Lessee and Lessor against any and all claims or liability arising out of the ownership, use, occupancy, condition or maintenance of the Lease Premises and all improvements (b) The insurance policy or policies shall name the State of California, its officers, employees and volunteers as insureds as to the Lease Premises and shall identify the Lease by its assigned number Lessee shall provide Lessor with a certificate of such insurance and shall keep such certificate current The policy (or endorsement) must provide that the insurer will not cancel the insured's coverage without thirty (30) days prior written notice to Lessor Lessor will not be responsible for any premiums or other assessments on the Form 51 15 (Rev 6/06) ^? Page 3 policy The coverage provided by the insured (Lessee) shall be primary and non-contributing (c) The insurance coverage specified in this Lease shall be in effect at all times during the Lease term and subsequently until all of the Lease Premises have been either accepted as impi oved, by Lessor, or restored by Lessee as provided elsewhere in this Lease 9 SURETY BOND (a) Lessee shall provide a surety bond or other security device acceptable to Lessor, for the specified amount, and naming the State of California as the assured, to guarantee to Lessor the faithful observance and performance by Lessee of all of the terms, covenants, and conditions of this Lease (b) Lessor may require an increase in the amount of the surety bond or other security device to cover any additionally authorized improvements, alterations or purposes and any modification of consideration (c) The surety bond or other security device shall be maintained in full force and effect at all times during the Lease term and subsequently until all of the Lease Premises have been either accepted as unproved, by Lessor, or restored by Lessee as provided elsewhere in this Lease 10 ASSIGNMENT, ENCUMBRANCING OR SUBLETTING (a) Lessee shall not either voluntarily or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease and shall not sublet the Lease Premises, in whole or in part, or allow any person other than the Lessee's employees, agents, servants and invitees to occupy or use all of any portion of the Lease Premises without the prior written consent of Lessor, which consent shall not be unreasonably withheld (b) The following shall be deemed to be an assignment or ti ansfer within the meaning of this Lease (1) If Lessee is a corporation, any dissolution, merger, consolidation or other reorganization of Lessee or sale or other transfer of a percentage of capital stock of Lessee which results in a change of controlling persons, or the sale or other transfer of substantially all the assets of Lessee, (2) If Lessee is a partnership, a h ansfei of any interest of a general partner, a withdrawal of any general partner from the partnership, or the dissolution of the partnership (c) If this Lease is for sovereign lands, it shall be appurtenant to adjoining littoral or ripai ran land and Lessee shall not transfer of assign its ownership interest or use i ights in such adjoining lands separately from the leasehold rights granted herein without the prior written consent of Lessor (d) If Lessee desires to assign, sublet, encumber or otherwise transfer all or any portion of the Lease Premises, Lessee shall do all of the following (1) Give prior written notice to Lessor, (2) Provide the name and complete business organization and operational structure of the proposed assignee, sublessee, secured third party, or other transferee, and the nature of the use of and interest in the Lease Premises proposed by the assignee, sublessee, secured third party or other transferee If the proposed assignee, sublessee, or secured third party is a general or limited partnership, or a joint venture, provide a copy of the partnership agreement orjoint venture agreement, as applicable, (3) Provide the terms and conditions of the proposed assignment, sublease, or encumbrance or other transfer, (4) Provide audited financial statements for the two most recently completed fiscal years of the proposed assignee, sublessee, secured party or other transferee, and provide pro forma financial statements showing the projected income, expense and financial condition resulting from use of the Lease Premises, and (5) Provide such additional or supplemental information as Lessor may reasonably request concerning the proposed assignee, sublessee, secured party or other transferee Lessor will evaluate proposed assignees, sublessees, secured third parties and other transferees and grant approval or disapproval accordmg to standards of commercial reasonableness considering the following factors within the context of the proposed use the proposed party's financial strength and reliability, their business experience and expertise, their personal and business reputation, their managerial and operational skills, their proposed use and projected rental, as well as other relevant factors (e) Lessor shall have a reasonable period of time from the lecelpt of all documents and other information required under this provision to grant or deny its approval of the proposed party - (f) Lessee's mortgage or hypothecation of this Lease, if approved by Lessor, shall be subject to terms and conditions found in a separately drafted standard form (Agreement and Consent to Encumbrancing of Lease) available from Lessor upon request (g) Upon the express written assumption of all obligations and duties under this Lease by an assignee approved by Lessor, the Lessee may be released from all liability under this Lease arising after the effective date of assignment and not associated with Lessee's use, possession or occupation of Form 51 15 (Rev 6106) -1 Page 4 or activities on the Lease Premises, except as to any hazardous wastes, substances or materials as defined under federal, state or local law, regulation or ordmance manufactured, generated, used, placed, disposed, stored or transported on the Lease Premises (h) If the Lessee files a petition or an order for relief is entered against Lessee, under Chapters 7,9,11 or 13 of the Bankruptcy Code (11 USC Sect 101, et seq) then the trustee or debtor -in -possession must elect to assume or reject this Lease within sixty (60) days after filing of the petition or appointment of the trustee, or the Lease shall be deemed to have been rejected, and Lessor shall be entitled to immediate possession of the Lease Premises No assumption or assignment of this Lease shall be effective unless it is in writing and unless the trustee or debtor-m- possession has cured all defaults under this Lease (monetary and non -monetary) or has provided Lessor with adequate assurances (1) that within ten (10) days from the date of such assumption or assignment, all monetary defaults under this Lease will be cured, and (2) that within thirty (30) days from the date of such assumption, all non -monetary defaults under 'this Lease will be cured, and (3) that all provisions of this Lease will be satisfactorily performed in the future 11 DEFAULT AND REMEDIES (a) Default The occurrence of any one or more of the following events shall immediately and without further notice constitute a default or breach of the Lease by Lessee (1) Lessee's failure to make any payment of rental, royalty, or other consideration as required under this Lease, (2) Lessee's failure to obtain or maintain liability msurance or a surety bond or other security device as required under this Lease, (3) Lessee's vacation or Premises (including use as provided for Lease term, abandonment of the Lease the covenant for continuous in paragraph 4) dulrng the (4) Lessee's failure to obtain and maintain all necessary governmental permits or other entitlements, (5) Lessee's failure to comply with all applicable provisions of federal, state or local law, regulation of ordinance dealing with hazardous waste, substances or materials as defined under such law, (6) Lessee's Failure to commence to construct and to complete construction of the improvements authorized by this Lease within the time limits specified in this Lease, and/or (7) Lessee's failure to comply with applicable provisions of federal, state or local laws or ordinances relating to issues of Health and Safety, or whose purpose is to conserve resources or to protect the environment (b) Lessee's failure to observe or perform any other term, covenant or condition of this Lease to be observed or performed by the Lessee when such failure shall contmue for a period of thirty (30) days after Lessor's giving written notice, however, if the nature of Lessee's default or breach under this paragraph is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default or breach if Lessee commences such cure within such thirty (30) day period and diligently proceeds with such cure to completion (c) Remedies In the event of a default or breach by Lessee and Lessee's failure to cure such default or breach, Lessor may at any time and with or without notice do any one or more of the following (1) Re-enter the Lease Premises, remove all persons ' and property, and repossess and enjoy such premises, (2) Terminate this Lease and Lessee's right of possession of the Lease Premises Such termination shall be effective upon Lessor's giving written notice and upon receipt of such notice, Lessee shall immediately surrender possession of the Lease Premises to Lessor, (3) Maintain this Lease in full force and effect and recover any rental, royalty, or other consideration as it becomes due without terminating Lessee's right of possession regardless of whether Lessee shall have abandoned the Lease Premises, and/or (4) Exercise any other right or remedy which Lessor may have at Iaw or equity 12 RESTORATION OF LEASE PREMISES (a) Upon expiration or sooner termination of this Lease, Lessor upon written notice may take title to any or all improvements, including fills, or Lessor may require Lessee to remove all or any such improvements at its sole expense and risk, or Lessor may itself remove or have removed all or any portion of such improvements at Lessee's sole expense. Lessee shall deliver to Lessor such documentation as may be necessary to convey title to such improvements to Lessor free and clear of any liens, mortgages, loans or any other encumbrances (b) In removing any such improvements Lessee shall restore the Lease Premises as nearly as possible to the conditions existing prior to their installation or construction Form 51 15 (Rev 6/06) Page 5 (c) All plans for and subsequent removal and restoration (b) Time shall be to the satisfaction of Lessor and shall be completed Time is of the essence of this Lease and each and all of within ninety (90) days after the expiration or sooner its terms, covenants or conditions in which performance termination of this Lease or after compliance with paragraph is a factor 12(d), whichever is the lesser (d) In removing any or all the improvements Lessee shall be required to obtain any permits or other governmental approvals as may then be required by lawful authority (e) Lessor may at any time during the Lease term require Lessee to conduct at its own expense and by a contractor approved by Lessor an independent environmental site assessment or inspection for the presence or suspected presence of hazardous wastes, substances or materials as defined under federal, state or local law, regulation or ordinance manufactured, generated, used, placed, disposed, stored or transported on the Lease Premises during the term of the Lease Lessee shall provide the results of the assessment or inspection to Lessor and the appropriate governmental response agency(ies) and shall further be responsible for removing or taking other appropriate remedial action regarding such wastes, substances or materials in accordance with applicable federal, state or local law regulation or ordinance 13 QUITCLAIM Lessee shall, within ninety (90) days of the expiration or sooner termination of this Lease, execute and deliver to Lessor in a form provided by Lessor a good and sufficient i elease of all rights under this Lease Should Lessee fail or refuse to deliver such a release, a written notice by Lessor reciting such failure or refusal shall, from the date of its recordation, be conclusive evidence against Lessee of the termination of this Lease and all other claimants 14 HOLDING -OVER Any holding -over by Lessee after the expiration of the Lease term, with or without the express of implied consent of Lessoi, shall constitute a tenancy from month to month and not an extension of tie Lease term and shall be on the teams, covenants, and conditions of this Lease, except that the annual rental then in effect shall be increased by twenty- five pei cent (25%) 15 ADDITIONAL PROVISIONS (a) Waivei (1) No term, covenant, or condition of this Lease and no default of breach of any such term, covenant or condition shall be deemed to have been waived, by Lessor's acceptance of a late or nonconforming performance of otherwise, unless such a waiver is expi essly acknowledged by Lessor in writing (2) Any such waiver shall not be deemed to be a waiver of any other term, covenant or condition of any other default or breach of any term, covenant or condition of this Lease (c) Notice All notices required to be given under this Lease shall be given in writing, sent by US Mail with postage prepaid, to Lessor at the offices of the State Lands Commission and the Lessee at the address specified in this Lease Lessee shall give Lessor notice of any change in its name or address (d) Consent Where Lessor's consent is required under this Lease its consent for one transaction or event shall not be deemed to be a consent to any subsequent occurrence of the same or any other transaction or event (e) Changes Tlus Lease may be terminated and its term, covenants and conditions amended, revised or supplemented only by mutual written agreement of the parties (f) Successors The terms, covenants and conditions of this Lease shall extend to and be binding upon and mure to the benefit of the heirs, successors, and assigns of the respective parties (g) Joint and Several Obligation If more than one Lessee is a party to this Lease, the obligations of the Lessees shall be joint and several (h) Captions The captions of this Lease are not controlling and shall have no effect upon its construction or interpretation (i) Severability If any term, covenant or condition of this Lease is determined by a court of competent jurisdiction to be invalid, it shall be considered deleted and shall not invalidate any of the remaining terms, covenants and conditions Form 51 15 (Rev 6/06) STATE OF CALIFORNIA - STATE LANDS COMMISSION LEASE P R C NO 3-265 1 This lease shall become effective only when approved by and executed on behalf of the State Lands Commission of the State of California and a duly executed copy has been delivered to Lessee. The submission of this Lease by Lessor, its agent, or representative for examination by Lessee does not constitute an option or offer to lease the Lease Premises upon the terms and conditions contained herein, or a reservation of the Lease Premises in favor of Lessee Lessee's submission of an executed copy of this Lease to Lessor shall constitute an offer to Lessor to lease the Lease Premises on the terms and conditions set forth herein IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date hereafter affixed LESSEE LESSOR MARINER'S POINT, STATE OF CALIFORNIA A CALIFORNIA GENERAL PARTNERSHIP STATE LANDS COMMISSION By Z2By. Title — Title Date 141 Date: ACKNOWLEDGEMENT 4'- Chief, Division oi; Q di&n�OM' dt JUL 01 2011 This Lease was authorized by the California State Lands Commission on 6� ('120 / 0 (Month Day Year) Form 51 15 (Rev 04/09) �1 EXHIBIT A BEST MANAGEMENT PRACTICES FOR MARINA OWNERS / OPERATORS Petroleum Management Instruct staff not to use detergents or emulsifiers on a fuel or oil spill Post emergency telephone numbers to report oil or chemical spills in prominent locations at the marina Recommend the installation and use of fuel/air separators on air vents or tank stems of inboard fuel tanks to reduce the amount of fuel spilled into surface waters during fueling Provide a collection site for used oily pads and used oil or provide information'on how and where to dispose of them Hazardous Wastes Have a marina policy to manage hazardous wastes and hazardous materials Post a prohibition on the disposal of used oil, antifreeze, paint, solvents, varnishes and batteries into the dumpster or general collection waste receptacles If you provide for hazardous waste collection, manage the wastes in a proper fashion through the use of structurally sound, non -leaking containers, in accordance with all local, state and federal laws In the event of a spill or leak, clean up and dispose of materials promptly and properly and report the spill to all appropriate entities If operating a collection facility is not feasible, provide information to your tenants on how and where to dispose their wastes Encourage the use of alternative products to hazardous household chemicals There are many non -toxic or less -toxic products that can be used as alternatives Emergencies - Have an updated map of important shut off valves and make sure all employees know the locations Keep your list of Emergency Phone Numbers and contact persons updated Be sure that all employees are trained in emergency procedures and that they know their responsibilities for each situation as designed in an' Emergency Response Plan Underwater Boat Hull Cleaning Require the use of legal hull paints to reduce the possibility of contamination when performing hull cleaning Boat Sewage Discharge If your marina operates a pump out facility, install adequate signs to identify the station, its location and hours of operation. Provide the service at convenient times and at a reasonable cost. Make the pump out station user friendly Develop and adhere to a regular inspection and maintenance schedule for the pump out station Provide educational information about the pump out station to boaters Inform berth holders of existing local, state and federal regulations pertaining to the use of Marine Sanitation Devices and the illegal discharge of boat sewage. Post a list of local pump out locations in a conspicuous location such as the entrances to the docks. % Solid Waste Keep litter picked up Place trash receptacles and dumpsters in convenient locations for boaters and guests. 2 Use covered dumpsters and trashcans so they do not fill up with rainwater and do not blow away in heavy winds Keep trash enclosures clean and free of debris Keep cleandp equipment and materials available Inspect trash storage areas regularly Dispose of all solid wastes in accordance with local, state and federal laws and regulations Liquid Waste Train marina employees in oil spill response procedures Keep adequate spill response equipment and materials in strategic locations Storm Water Runoff Maintain a Storm Water Pollution Prevention Plan. Report spills that have entered or have a potential to enter a water body to appropriate agencies Provide signage adjacent to any storm drain inlet to discourage illegal dumping of pollutants Provide signs adjacent to parking lots that prohibit littering, dumping and vehicle servicing or washing Develop and implement a regular sweeping / cleaning program for hard surface areas Reduce or eliminate landscaping and irrigation runoff into the waterway 3 EXHIBIT B CALIFORNIA STATE LANDS COMMISSION Report of Annual Gross Income For Lease Year April 1, to March 31, Please Note: If no percent of gross rental is due, report(s) is(are) still required. REPORT DUE ON OR BEFORE APRIL 25TH OF EACH YEAR LESSEE: Mariner's Point, a California General Partnership PRC: 3265.1 MAILING ADDRESS: 15922 Pacific Coast Highway, Huntington Beach, CA 92649 , [ ] New Address rnr. r,nmtIf T%A Ire nr TV AQT: AT.TT1 AV'KTT TQ APPTT 1 0010 RENTAL BASED ON GROSS INCOME Type of Gross Income S Amount of Gross Income X % Allocable to State X % Payable to State RENTAL DUE STATE ALL SOURCES OTHER THAN FUEL SALES $ 100% 5% $ TOTAL RENTAL BASED ON GROSS INCOME $ RENTAL BASED ON FUEL SALES Gallons (maximum of 100,000) X $ 015 = $ Gallons (excess of 100,000) X $ 02 = $ Total Gallons Sold During Year TOTAL RENTAL BASED ON FUEL SALES $ TOTAL RENTAL DUE BASED ON GROSS INCOME $ Less Minimum rental paid in advance(Paid on or before "Anniversary Date') $<8,900> TOTAL RENTAL DUE $ - PLEASE ATTACH TO THIS REPORT A BALANCE SHEET OF YOUR OPERATIONS FOR THE ABOVE LEASE AND AN INCOME STATEMENT OF YOUR OPERATIONS FROM THE LEASE PREMISES Mail to CERTIFICATION I VERIFICATION certify (or declare) under penalty of perjury that the foregoing is true and correct, and that it California State Lands Commission I;P TN TI SPACE AMOUNT I Do NOTGItEDATE Attn. Accounting Unit is complete to the best of my knowledge and 100 Howe Avenue, Suite 100 South belief Sacramento, California 95825-8202 CALCULATION 13Y STATE D11TERENCE Signature Of Lessee Or Agent Please put the PRC # on your check. Thank you! Title Dated CALCULATIONS VLRIFIEDBY At (City and State) 7/9/96 CALIFORNIA ALL-PURPOSE C.�C= S._�'\v�.v='aL�S.o'tv!�'1v �1�'�C.�R�S�.v.3C.1'�.v.�.�C.�'\ i�.�S�.v. C-�:�st�--'.vim<;=�. '�C. v�:!.�:�<rsyrw<�: •�Nac , •�. ,•. ,-w--•r-. �-� State of California County of Orangf-, On 0.5 /0 i 1 before me, Datd Here Insert Name andintle of the Officer personally appeared Ot) nAL6 K. nu`,S Name(s) of Signers) 1 who proved to me on the basis of satisfactory evidence to be the person) whose name Is/are& subscribed to the within instrument and acknowledged to me that he/sheAhay executed the same in his/hei/#hou authorized capacity(•ies}, and that by his/har�thamsignature(i) on the TERRI DEBOEVER instrument the person, or the entity upon behalf of Commission s 1816249 z which the person(4 acted, executed the instrument Z •s Notary Public - California z Z Orange County M Comm Ex Tres Oct 5. 2012 + 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal Signature 24;lii Place Notary Seal Above Signature of NotaryPublic OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document Document Date Signer(s) Other Than Named Above Capacity(ies) Claimed by Signer(s) Signer's Name ❑ Individual ❑ Corporate Officer —Title(s) — ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other Signer Is Representing RIGHTTHUMBPRINT OF SIGNER JtalE; LQ4Ad S Lo m m t SS 1 On L 1:aSC= Number of Pages Signer's Name ❑ Individual ❑ Corporate Officer — Title(s) ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other Signer Is Representing RIGHTTHUMBPRINT OF SIGNER EXHIBIT "D" Bill of Sale (to be inserted) 15-5012 / 129798 doc THIS BILL OF SALE (the "Bill of Sale") is made as of 9420 /0 (the "Closing Date"), by THE CITY OF HUNTINGTON BEACH, a municipal corporation ("Seller"), in favor of GENERAL PETROLEUM, a California corporation ("Buyer") A Seller and Buyer are parties to that certain Agreement For Purchase and Sale of Property and Escrow Instructions, dated as of December 21, 2015 ("Purchase Agreement"), which provides for the sale of certain real and personal property of Seller, including certain leasehold interests, improvements and other personal and/or real property interests related to Mariner's Point Fuel Dock, which also includes, but is not limited to, fuel tanks, fuel lines, a fuel dock, waterway rights and appurtenances located in the Sunset Bay, Orange County, California (any and all interests related to the ownership and operation of Mariner's Point Fuel Dock collectively referred to hereinafter as "Property"), which Property is located at the site more particularly described in Exhibit "A", which is attached hereto and incorporated herein by this reference ("Land") B Pursuant to the Purchase Agreement, Seller is required to deliver a Bill of Sale conveying to Buyer all items of tangible personal property comprising a part of the Property NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller hereby sells, conveys, transfers and delivers to Buyer, subject to all of the applicable terms and conditions of the Purchase Agreement, all of Seller's right, title and interest in and to all tangible personal property of any type located on or about the Land or on or about any buildings or improvements thereon (the "Improvements") or used exclusively in connection with the operation of the Mariner's Point Fuel Dock at the Land (collectively, the 'Personal Property") The Personal Property is transferred "As -Is", "Where -Is" and without warranties of any kind, including without limitation, without any express or implied warranties of merchantability or fitness for any particular purpose and without any warranties of title [Signature Page to Follow] IN WITNESS WHEREOF, the undersigned has caused this Bill of Sale to be duly executed and delivered as ofthe day and year first above written. SELLER: THE CITY OF HUNTINGTON BEACH, a California Municipal o ti Ti'on By . - APPROVED O FO C Attorney A'notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. ACKNOWLEDGMENT STATE OF CALIFORNIA ss COUNTY OF ORANGE On January 4, 2016, before me, P. L. Esparza, Notary Public, personally appeared Joan L. Flynn and Jim Katapodis who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. P L ESPARZA raA?n�'Corrirriission #t 2032750 Notary Public - California Orange County My Cuo 4. 2017 (Seal) EXHIBIT "A" [Seeattached] EXHIBIT "A 1" [Legal Deseription from State Lands Agreement] 1I I SECTION 3 wP 3269.E LAND DESCRIPTION A parcel of submarged land in Sunfat Bay, Chy of Seal Beach, Orange County, Seta of California, boated adjaoerd to and norilwaterly of Tideland vocation No.141 patented to Alamitos Land Company April 4.1901 and being further described as follows: BEGINNING at 1he most northedy comer ofTrac.l No. 6064 recorded book 214 pages 37 through 42 of miscell rwours maps fled In the office of the Orange County Reoorder; thence N. Sr 4W 0D' W, a distance of 100.00 feet along the nortinNodedy prolongation of the northeast tract boundary, sold northeast tract boundary and its prolongation behrg coincident with the northeasterly Ane of said Tideland Location No 141, thence leaving said tract boundary and northeasterly Ime, Into Sunset Say. N. 37' 1 W 00' E. 75. D0 fief thence S. 52' 45' WE 100 00 feat thence S. 37' IV 0D' W. 75 00 feet 10 the POINT OF BEGINNING. END OF DESCRIPTION This document was prepared by me or under my supervlaton Patrick J Savage P.L.S. 61$3 E)OMff 4'A-2" [Easement] Easement over that certain real property located in the City of Huntington Beacb, County of Orange, State of California, bearing Assessor's Parcel No,: 178-581-01. EXHIBIT "A - 3" Map North COMMONWEALTH LAND TITLE COMPANY 4100 Newport Place Dr, Suite 120, Newport Beach, CA 92660 Phone (949) 724-3140 Buyers/Borrowers Closing Statement Estimated Escrow Officer Escrow No Close Date Proration Date Date Prepared Grace Kim 91810115 - 918 12/29/2015 G KD Buyer(s)/Borrower(s) The City of Huntington Beach, a municipal corporation Property 15922 Pacific Coast Highway Huntington Beach, CA 92649 Description Debit Credit TOTAL CONSIDERATION Total Consideration 25,000 00 Deposit from Buyer 25,000 00 TITLE AND ESCROW CHARGES Escrow Fee to Comnmonwelath Land Title Company 31500 Estimated FedEx to Commonwealth Land Title Company 3000 CLTA policy $25,000 00 to Commonwealth Land Title 31700 RECORDING FEES Recording fee- Estimate to Commonwealth Land Title 5000 ADDITIONAL CHARGES Escrow Padding to Commonwealth Land Title 40000 Sub Totals 26,112 00 25,000 00 Balance Due From Buyer/Borrower 1,11200 Totals 26,112 00 26,112 00 This statement is based on information available to the escrow holder as of the date this statement was prepared and the closing date shown above Actual amounts may change and/or vary depending on updated information received and the final closing date Printed by Grace Kim on 12/29/2015 - 12 06 21 PM Page 1 of 2 COMMONWEALTH LAND TITLE COMPANY 4100 Newport Place Dr, Suite 120, Newport Beach, CA 92660 Phone (949) 724-3140 Buyers/Borrowers Closing Statement Estimated Escrow Officer Escrow No Close Date Grace Kim 91810115 - 918 GKD Buyer(s)/Borrower(s) City of Hunti o e ch, a Califom c a� o poration By n Name % / r Its `city Manager Proration Date Date Prepared 12/29/2015 This statement is based on information available to the escrow holder as of the date this statement was prepared and the closing date shown above Actual amounts may change and/or vary depending on updated information received and the final closing date Printed by Grace Kim on 12/29/2015 - 12 06 20PM Page 2 of 2 Commonwealth Land Title Company �I 4100 Newport Place Dr, Suite 0 Commonwealth- Newport Beach, CA 92660 LAND TITLE INSURANCE COMPANY Phone (949) 724-3140 Fax January 7, 2016 City of Huntington Beach, a California municipal corporation 2000 Main Street Huntington Beach, CA 92648 Attn Duran Villegas Escrow No 91810129-918-GKD Property Address 15922 Pacific Coast Hwy, Huntington Beach, CA We are pleased to inform you that the transaction as referenced above was closed on 01/07/2016 The following documentation is being provided to you for your disposition • Proceeds check in the amount of $34,667 00 NOTICE OF DUE DILIGENCE — This shall serve as your notification should the enclosed check not be cashed within 90 days from the date of issuance, these funds may be escheated to the State of California. • Settlement Statement • Original recorded Assignment of Easement Rights • Copy of Bill of Sale We trust that this transaction has been handled to your entire satisfaction, and we hope that we may have the pleasure of serving you again in the near future Should you have any questions regarding the items enclosed, please feel free to contact the undersigned Sincerel , G e Kim Commercial Escrow Officer Phone (949) 724-3141 Fax (714)459-7217 e-mail gukim@cltic com Enclosures COMMONWEALTH LAND TITLE COMPANY 4100 Newport Place Dr, Suite 120, Newport Beach, CA 92660 Phone (949) 724-3140 Sellers Closing Statement Final Escrow No 91810129 - 918 GKD Close Date O V07/2016 Proration Date Disbursement Date O V07/2016 Seller(s) City of Huntington Beach, a California municipal corporation Property 15922 Pacific Coast Hwy Huntington Beach, CA Description t` Debit Credit TOTAL CONSIDERATION Total Consideration 35,000 00 TITLE AND ESCROW CHARGES Escrow Fee to Commonweatth Land Title Company 31500 RECORDING FEES Recording Fee to Commonwealth Land Title 1800 Sub Totals 333 00 35,000 00 Proceeds Due Seller 34,667 00 Totals 35,000 00 35,000 00 r Printed by Grace Kim on 1/7/2016 - 12 04 33PM Page 1 of 1