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HomeMy WebLinkAboutHuntington Beach Inn - Mayer, R.L. - Driftwood Club - Huntington LTD Club - RLM Properties - 1960-01-01/ - cwr Abm,;,, 7 - COV.,)&:L !— Rtau A-TTi -&-0�I/ THOMAS WELLS A LAW CORPORATION June 22, 1987 To The Honorable Mayor and Members of the City Council City of Huntington c/o The City Clerk 2000 Main Street P. O. Box 180 Huntington Beach, Beach California 92648 NEWPORT FINANCIAL PLAZA 500 NEWPORT CENTER DRIVE, SUITE 920 NEWPORT BEACH, CALIFORNIA 92660 TELEPHONE (714) 640-1011 Re: Proposed Change of Use of Driftwood Beach Club Mobilehome Park Gentlemen: This firm has been retained by the Driftwood Beach Club Mobile Homeowners Association to represent its members with regard to the above -referenced proposed change of use. On behalf of the members of the Association, we hereby formally object to and file an official protest to any change in use of these premises prior to the year 2013, and specifically, object to and protest the proposal that is currently before the City as submitted by RLM Properties, Ltd. which will discontinue using the area as a mobilehome park and golf course. The bases for our -clients' objection are as follows: I. THE CITY MUST ACT TO PROTECT ITS MOBILE HOMEOWNER RESIDENTS. Association members are presently being damaged by the City's action or inaction with regard to the proposal to change the use of the park currently under consideration. The City is in a unique position in this case. As the owner of the property, it is, in effect, a joint applicant with the land user, RLM Properties, Ltd., with regard to the proposed change of use. As owner, the City has the full right, power and authority to terminate the application process. The land user, however, has June 22, 1987 City of Huntington Beach Page Two no such right independent of the owner, and without the City's consent as owner, is limited by the terms of the master lease to use the designated area as a mobilehome park. Therefore, without the City's cooperation as owner, no change in use is possible. The City of Huntington Beach's interest in this matter is not limited to its position as landowner. It is also the municipal governor of the land, and as such, is charged with the duty and responsibility to protect its citizens and residents and discharge its duties as determined by State law. Statutes have been adopted in this State with the express intent to protect mobile homeowners with the granting to same of a quasi property owner status and charging the local municipalities with the obligation to adopt local ordinances which will put teeth into this law. This statutory duty, coupled with the property owner status, places the City in a unique position of having to not only comply with the intent of the original master lease, but also that of the legislature. In our view, entertainment by the City in its dual role of owner/lessor-municipal governor of the proposed change, and/or the granting of a change in use on the Driftwood property pursuant to current City ordinances, though having the color of legality, is a violation of the lease; is contrary to the spirit of State statutes including, but not limited to, the mobilehome residency law, Section 798 of the Civil Code; and consitutes an inverse condemnation and taking of the Driftwood homeowners' property in violation of Section 19 of Article 1 of the California Constitution. Accordingly, we hereby respectfully and formally request that the City of Huntington Beach promptly publish a declaration stating: 1. That the City will continue to abide by the terms of the underlying ground lease dated March 28, 1960 between the City of Huntington Beach, Lessor, and Richard Sinclair, H. Jack Hanna and J. A. McNeil Company, Inc., Lessees; 2. That the City will enforce the terms of said lease against the present lessee for the continued use of the property as designated in the lease document; and 3. Officially state on the record that the Driftwood Beach Club Mobile Home Park will continue to be used as a mobilehome park, as provided by the underlying ground lease, through the year 2013. June 22, 1987 City of Huntington Beach Page Three II. IMMEDIATE CITY COUNCIL ACTION IS REQUIRED TO PREVENT DAMAGE TO ASSOCIATION MEMBERS. It is the position of the members of the Driftwood Mobile Homeowners Association that its members are presently being damaged by the recent events surrounding the proposed change of use. Several homeowners at Driftwood have, in recent months, been unable to sell their mobile homes. Buyers are unable to obtain financing as the lenders are unwilling to ,provide normal long term financing due largely to the issuance of notices of non -renewal of lease and intent to change use by the present management of the mobile home park. Homes which had previously been selling for a price ranging from $30,000 to $85,000 are unsaleable with virtual- ly no present day value. Families who must move because of job relocation or financial problems are suffering extreme economic and personal losses as a result of this inability to sell their home. As a consequence, this situation enables the developer to negotiate with these people from a position of power and take advantage of their economic distress and personal circumstances. These damages could all be avoided if the City will go on record by refusing to participate in the proposed changes which are causing this severe economic damge and emotional distress to the homeowners. III. DRIFTWOOD MOBILE HOMEOWNERS ARE THIRD PARTY BENEFICIARIES OF THE MASTER LEASE. The underlying ground lease for the premises is a public record recorded with the Orange County Recorder as Document #3861, and by State law is expressly referenced with its expiration date of 2013 in every individual lease that exists in the mobile home park. Over the past twenty-five years, since prior to the first mobile home resident's moving in (1963), Driftwood homeowners have been given repeated assurances by park management and City person- nel that the mobilehome park would remain as such for the fifty years until the year 2013, as provided in the ground lease executed by the City in December of 1960. These assurances have also been given by present as well as past operators of the park. ,Our Association members have relied on these representations as well as the City's recorded lease in purchasing, moving into and remaining in their homes over the years, and have thus become beneficiaries of the City's lease agreement. June 22, 1987 City of Huntington Beach Page Four In view of the above, if the proposed change of use is not denied immediately, and a statement of intent issued by the City Council as requested earlier herein are not immediately forth- coming, then our clients will continue to suffer damages which may exceed twelve million dollars ($12,000,000), and compensation for those damages will be sought from the City as well as the land user. We appeal to you as elected officials of the City to protect these citizens and residents, and urgently request that you issue your declaration as requested. Your consideration of the concerns and interests of your citizens is appreciated and is a matter of public trust. We would welcome the opportunity to discuss this matter with the appropriate City representatives in the immediate future. Time is of the essence as damages are currently being suffered. We look forward to hearing from you soon. Very truly yours, Law Offices of THOMAS WELLS it-L-bLL�.. '6MAS WELLS, Esq. TW:ba After recording, return to: city of Huntington Beach r 2000 Main Street ._ Huntington Beach, Ca. 92648 Attn: City Clerk °This document is solel: for the official business o: the City of Huntington Beacl and under Section 6103 should be recorded free of charge. Term of Lease,lesS than 99 years -no tax due AP 24-250-74 This is a memorandum of an unrecorded lease dated AP 24-250-64 u)o-Pru. November 29, 1983, between the City of Huntington Beach, 2000 f r1T CO 63--5679B.1 C13 MEMORANDUM OF LEASE Main Street, -Huntington Beach, California, 92648, Lessor, and RLM Properties, Ltd., 8121 E. Florence Avenue, Lessee, concerning the premises in Orange County, California, commonly known as 3 e Huntington Inn, which premises are more particularly described in Exhibit "A" attached hereto and made a part hereof by reference. nn w, For good and valuable consideration, Lessor leases to Lessee the above described premises, for the term and under the provisions contained in the above mentioned unrecorded lease, such unrecorded lease being incorporated in this memorandum by this reference. The lease commenced on February 1, 1963, and shall terminate on January 31, 2013. The purpose of the lease is to provide for the improvement and development of the premises, for the establishment of facilities, improvements and services thereon and for the operation and maintenance thereof in a manner consistent with the highest standards of development of similarly located and zoned property. All buildings, improvements and fixtures, exclusive of trade fixtures, constructed or placed upon the premises by Lessee shall automatically become property of Lessor at the expiration of this lease, or sooner termination thereof in accordance with the terms hereof. No buildings or structures of any nature or kind shall be placed or constructed in or upon the premises, without the prior written approval of lessor. o� MAIL TAX STArt.MFRITS TO RETURN ADDRW ASWE � 83�5679�1 This. lease is only of the surface of the land described in Exhibit "A." All subsurface rights in the premises not essential to the developments and improvements referred to above are retained by the Lessor. This lease is subject to all easements and rights -of - way (including subsurface pipelines) now existing, or heretofore granted by Lessor, in, to, under or over the leased premises for any purpose whatsoever. This lease cancels and replaces all prior leases and amendments entered into by Lessor with respect to the premises described in Exhibit "A." This memorandum is not a complete summary of the lease. Provisions in the memorandum shall not be used in interpreting the lease provisions. In the event of conflict between the memo- randum and the unrecorded lease, the unrecorded lease shall control. Executed at Hunt.inQto t Ebaeh 0 State of California ) County of Orange ) On this 14th day of December before me Evelyn Schubert on December 14, 1983 City Clerk & HdA)TiNGVi✓ SS. in the year 1983 , personally appeared Alicia M. Wentworth , personally known to me to be the person who executed this instrument as City Clei3c, _ c of the City of Huntington Beach and acknowledged to me that the City .�..- of Huntington Beach executed it. EyE g& SO O ORANGE CUNT► 2. My Comm. Exp. Mar. 90,1987 lk 8 V- 5 W 7 9 V ' r E,IIBIT "A" ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE,. CITY OF HUNTINGTON BEACH, DESCRIBED AS FOLLOWS: PARCEL 1: THAT PORTION OF SECTION 14, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS PER MAP RECORDED IN BOOM; 51, PAGE 14 OF MISCELLANEOUS MAPS IN THE OFFICE iF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION; THENCE_ .WJES TEF 1_Y 111.91 FEET ALONG THE NORTH LINE OF THE SOUTH HOLF OF THE NORTHEAST QUARTER ClF SAID SECTION TO A POINT ON THE . WESTERLY L I NE OF -.;.THE LAND liE.SC. I BED IN THE DEED TO THE STATE OF CAL 1 �'i i:�iV 1 A IN '1300K - 6168,' PAGE..667 OF OFFICIAL RECORDS, SAID POINT BE.I:N5, THE TRUE POINT OF BEGINNING; THENCE SOUTH 3 DEGREES 29' 43"'WE'ST 593.12 FEET; THENCE'SOUTH 25 DEGREES 32' 14" WEST 386.94.FEET; THENCE SOUTH.-11 DEGREES 44' 36" EAST 771.48 FEET; THENCE SOUTH 78 DEGREES 1,51 24" WEST 62.75 FEET TO THE NORTHEASTERLY RIGHT OF WAY.LINE OF PACIFIC: COAST HIGHWAY, A^ DESCRIBED IN BOOK 455, PAGE 400'-CF' OFF I C I AL. -:RECORDS OF SAID ORANGE COUNTY; THENCE ALONG SAID NORTHEFCT.ERLY RIGHT OF WAY LINE, NORTH 52 DEGREES 05' 09" WEST 2409.77 FEETTO THE SOUTHEASTERLY RIGHT OF WAY LINE OF HUNTINGTON AVENUE, 60.00 FEET IN WIDTH AS NOW LAID OUT; THENCE ALONG SAID SOUTHEASTERLY RIGHT OF WAY LINE, NORTH 37 DEGREES 54' 51" EAST 299.35 FEET TO AN ANGLE POINT; THENCE NORTH 0 DEGREES 17' 36" EAST 20.44 FEET ALONG THE EAST RIGHT OF WAY LINE OF HUNTINGTON AVENUE, 60.00 FEET IN WIDTH AS NOW LAID OUT, TO THE NORTH LINE OF -THE SOUTH HALF OF THE NORTHEAST QUARTER OF SAID SECTION; THENCE EASTERLY 1844.00 FEET ALONG SAID NORTH LINE TO THE TRUE POINT OF BEGINNING. EXCEPT THAT PORTION THEREOF DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTH LINE OF SAID LAND, NORTH 69 DEGREES 43' EAST /.690.00 FEET FROM THE EAST LINE OF SAID HUNTINGTON AVENUE; THENCE /.NORTH 89 DEGREES 43' EAST 200.00 FEET; THENCE SOUTH 0 DEGREES 17' EAST 150.00 FEET; THENCE SOUTH 89 DEGREES 43' WEST 200.00 FEET; THENCE NORTH 0 DEGREES 17' WEST 1:50.00 FEET TO THE POINT OF BEGINNING. PARCEL 29 THAT PORTION OF SECTION 14, TOWINSIHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, DESCRIBED AS F":sLLOWS: d `10.�: 'fy �1`,'+1; '`�:, s� r,�., •,tR: .,.G Y -Sy,y, H.�a , - fi, }z.' . 4-1'a" '�.M1 �V •.t 1. rr.l. �t-S�� ,r��r .,kk' iFi, •'X�� ,tiA,�. yy���S�r�rt ki �' r 7 r ,, .l " Yrt K]f.••'.p � tda�i Y 7!-�(.� r ;;3:'��.°!. Yr a •vn ..} S f�:. {i in}r "'F,l.s{Y6, r.'o;,°..4 p r rY,d't 5, .lb�l<w Kx 83-567981 BEGINNING AT THE EASTERLY TERMINUS OF THAT CERTAIN COURSE SHOWN AS HAVING A DISTANCE OF 92.98 FEET OWN THE STATE HIGHWAY MAP (ABANDONMENT) FILED JUNE 25, 1966 IN STATE HIGHWAY KAP BOOK 4, PAGES 29 AND 30, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTYT'THENCE NORTH 59 DEGREES 1!�.' 30" WEST 72.30 FEET ALONG SAID COURSE TO THE BEGINNING OF A CURVF: CONCAVE EASTERLY, HAVING A RADIUS OF 27.00 FEETT THENCE NORTHWESTERLY AND NORTHEASTERLY 45.79 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 97 DEGREES 10' 21" TO A LINE PARALLEL WITH AND SOUTHEASTERLY 47.00 FEET FROM THE CENTER LINE OF HUNTINGTON AVENUE; THENCE NORTH 37 DEGREES 54' 51" EAST 150.01 FEET ALONG SAID PARALLEL LINE; THENCE -SOUTH 52 DEGREE'S 05' 09" EAST 133.00 FEETT THENCE E7,OUTH 37 DEGREES 54' 51" WEST 139.28 FEET; THENCE SOUTH 2 DEGREES 46' 13" EAST.30.54 FEET TO A POINT ON A NON -TANGENT .CURVE CONCr; VE . SOUTHItiESTERLY, .HAVING A .RADIUS -OF 1L51V.00 FEET; THENCE NORTHWESTE;RL.Y. 51.09'FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 2 DEGFE'ES 20' 30" TO THE .POINT*OF BEGINNING. EXCEPT THAT PORTION THEREOF.INCLUL'_`D WITHIN PARCEL 1. RECORDING REOUESTD By FIRST AMERICAN TITLE INS. CO. RECORDED IN OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA -400 PM DEC 14 '83 d COUNTY RECORDER i nE p ®y CIT'`,OF HUNTINGTON BEACH OFFICE OF THE CITY CLERK 2000 MAIN STREET HUNIINGTON BEACH, CALIF. 92648 163-574611 EXEMPT C13 MEMORANDUM OF LEASE TY. document is solely for the o tf y cial buss.ness of the City of 11'antinlryton Beach, as contem- plated t:n: a r :rove-111i .sent Code N'ec. 6103 and should be recorded f re'e of char^e . This is a memorandum of an unrecorded lease dated November 29, 1983, between the City of Huntington Beach, 2000 Main Street, Huntington Beach, California, 92648, Lessor, and RLM Properties, Ltd., 8121 E. Florence Avenue, Lessee, concerning the premises in Orange County, California, commonly known as Huntington Inn, which premises are more particularly described in Exhibit "A" attached hereto and made a part hereof by reference. For good and valuable consideration, Lessor has leased to Lessee the above described premises, for the term and under the provisions contained in the above mentioned unrecorded lease, such unrecorded lease being incorporated in this memorandum by this reference. The lease commenced on February 1, 1963, and shall terminate on January 31, 2013. The purpose of the lease is to provide for the improvement and development of the premises, for the establishment of facilities, improvements and services thereon and for the operation and maintenance thereof in a manner consistent with the highest standards of development of similarly located and zoned property. All buildings, improvements and fixtures, exclusive of trade fixtures, constructed or placed upon the premises by Lessee shall automatically become property of Lessor at the expiration of this lease, or sooner termination thereof in accordance with the terms hereof. No buildings or structures of any nature or kind shall be placed or constructed in or upon the premises, without the prior written approval of lessor. 1. $3— J74, ,1 This lease is only of the surface of the land described in Exhibit "A." All subsurface rights in the premises not essential to the developments and improvements referred to above are retained by the Lessor. This lease is subject to all easements and rights -of - way (including subsurface pipelines) now existing, or heretofore granted by Lessor, in, to, under or over the leased premises for any purpose whatsoever. This memorandum is not a complete summary of the lease. Provisions in the memorandum shall not be used in interpreting the lease provisions. In the event of conflict between the memo- randum and the unrecorded lease, the unrecorded lease shall control. Executed at w 10V on 1983. ✓CITY F HUNTINGTON BEACH CITY CLERK State of C LIF-MVI 4 ) SS. County of aftAdla ) On this 6 day of 2pC4I'V L , in the year before me ,rruyly 5-chabewr personally appeared %�tGie� enTWorz7 personally known to me to be the person who executed this instrument as of the City of Huntington Beach and acknowledged to me that the City of Huntington Beach executed it. 0 1 e 4' ""'"''""' SM Ank EVEIOFYN Slit Rt CHANCE Notwy tomta 2 • My Comm. Exp. Mar.. t987 ' f � ' • . Z, � 11 �T r AMENDED AND RESTATED LEASE BETWEEN THE HUNTINGTON BEACH AND RLM PROPERTIES, LTD. THIS AMENDED AND RESTATED LEASE is made as of this a 9 zrday of holtx� f 198 _I , by and between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California, hereinafter referred to as "LESSOR," and RLM PROPERTIES, LTD., a California limited partnership, hereinafter referred to as "LESSEE," with reference to the following: A. LESSOR owns the land described in Exhibit "A" attached to this Amended and Restated Lease (the "PREMISES"). B. The PREMISES have previously been leased by LESSOR pursuant to the following described instruments, all of which are herein collectively referred to as the "LEASE": 1. Lease dated March 28, 1960 as recorded in the Official Records of Orange County on January 9, 1961 in Book 5582 at Page 203; 2. Option dated January 2, 1962 as recorded in the Official Records of Orange County on January 17, 1962 in Book 5978 at Page 905; 3. Amendment to Lease dated January 3, 1962 as recorded in the Official Records of Orange County on January 17, 1962 in Book 5978 at Page 910; 4. Amendment to Lease dated January 22, 1963 as recorded in the Official Records of Orange County on February 1, 1963 in Book 6416 at Page 719; 1. 5: Lease dated February 7, 1967 as recorded in the Official Records of Orange County on February 10, 1967 in Book 8174 at Page 346. C. LESSEE now holds all of the LESSEE'S interest in the PREMISES under the Lease. D. LESSOR and LESSEE now desire to restate the Lease and amend it in certain respects. In consideration of their respective covenants and agreements contained herein, LESSOR hereby leases to LESSEE and LESSEE hereby leases from LESSOR the PREMISES for the term and upon the terms and conditions hereinafter set forth, and LESSOR and LESSEE hereby agree as follows: I. TERM The term of this Lease commenced on February 1, 1963, and shall terminate on January 31, 2013, unless sooner terminated as herein provided. II. INSPECTION OF PREMISES LESSEE hereby acknowledges that it has viewed and is familiar with the condition of the PREMISES and LESSEE hereby accepts the PREMISES in their present state and condition. III. PURPOSE OF LEASE It is understood and agreed that it is the intention of the parties and the purpose of this Lease to provide for the improvement and development of the PREMISES, for the establishment of facilities, improvements and services thereon and for the operation and maintenance thereof in a manner consistent with the highest standards of development of similarly located and zoned property in 2. 1 1 , - t the beach area of Huntington Beach, California and for the convenience, use and enjoyment of the PREMISES by the public and for the general welfare' of the citizens and residents of the City' of Huntington Beach. LESSEE hereby accepts said PREMISES for said purposes and covenants and agrees that it will not use or cause or permit said PREMISES, or any, part thereof, to be used for any other purpose or purposes. This Lease is only of the surface of the land described in Exhibit "A". All subsurface rights in the PREMISES not essential to the developments and improvements referred to above are retained by the LESSOR. This Lease is subject to all easements and rights -of -way (including subsurface pipelines) now existing, or heretofore granted by LESSOR, in, to, under or over the leased PREMISES for any purpose whatsoever. IV. IMPROVEMENTS All buildings, improvements and fixtures, exclusive of trade fixtures, constructed or placed upon the PREMISES by LESSEE shall automatically become property of LESSOR at the expiration of this Lease, or sooner termination thereof in accordance with the terms hereof. No buildings or structures of any nature or kind shall be placed or constructed in or upon the PREMISES, without the prior written approval of LESSOR. V . RENTAL PAYMENTS LESSEE covenants and agrees to pay to LESSOR during the term hereof the rentals hereinafter provided: 1. MINIMUM CASH RENTAL. Two Hundred Thousand Dollars ($200,000.00) per year, subject, however, to the adjustment of the 3. minimum cash rental as provided in subparagraph 2 of Paragraph V hereof. 2. ADJUSTMENT OF MINIMUM CASH RENTAL. At least six (6) months prior to the end of the 30th and 40th years of the term of the Lease, unless the parties hereto agree prior thereto, each of the parties hereto shall appoint an appraiser. The appraisers so appointed shall thereupon proceed forthwith to appraise the PREMISES and determine the'fair market value of the land only, based upon its then highest and best use, and notify the parties hereto by certified or registered mail of the value so determined; provided, however, that the fair market value of the land only for that portion of the PREMISES where there are permanent buildings or structures, shall be based upon the use then existing. The minimum cash rental hereinabove provided shall thereupon be amended for the ten-year periods commencing on the first day of the 31st year and the 41st year of the term of the Lease to a monthly rental equal to one-half of one percent (1/2%) of said appraised value in order to provide LESSOR with a minimum cash rental return on said land of six percent (6%) per annum of said appraised value; however, it is understood and agreed that at no time shall the minimum cash rental be less than the amounts set forth in subparagraph 1. of paragraph V hereof. The appraisers to be appointed hereunder must each be a member of the American Institute of Appraisers. If the appraisers appointed by the parties hereto are unable, within thirty (30) days after their appointment, to agree upon the value, they shall designate a third appraiser and the three appraisers so appointed 4. x shall 'determine the value. In the event that the appraisers appointed by the respective parties hereto are unable to agree upon a third appraiser, it is understood and agreed that the third appraiser shall be appointed by a court of competent jurisdiction. The expense of the appraisers hereunder shall be divided equally between the parties hereto. 3. PERCENTAGE RENTAL. For each "accounting year," as hereinafter defined, of the term hereof, LESSEE covenants and agrees to pay to LESSOR at the time and in the manner hereinafter provided, an amount equal to the total of the following percentages of "gross sales and/or - gross receipts," as hereinafter defined, from any operations conducted in, at, upon, or from the PREMISES to the extent that such total exceeds the minimum rental herein reserved. OPERATION PERCENTAGE OF GROSS SALES AND/OR GROSS RECEIPTS (a) Hotel rooms and room.services 2% (conducted by LESSEE) (b) Restaurant, food and beverage 1% (conducted by LESSEE) (c) Trailer park rentals 7% (conducted by LESSEE) (d) Golf course green fees and rentals 70 (conducted by LESSEE) (e) All merchandise sales - 30 (conducted by LESSEE) 5. (f) Ail gross receipts of LESSEE That certain percentage to be from any operations conducted agreed upon in each separate by LESSEE*in, at, upon or from case by LESSOR and LESSEE, the PREMISES which are not subject to approval of the otherwise included in this City Council. subparagraph. (g) All gross receipts of LESSEE That certain percentage to be from any operations conducted agreed upon in each separate by any other person, firm or case by LESSOR and LESSEE, corporation in, at, upon or subject to approval of the from the PREMISES, which are City Council. not otherwise included in this subparagraph. 4. DEFINITION OF GROSS SALES OR GROSS RECEIPTS The term "gross sales" or "gross receipts" upon which the percentage rentals are to be based shall include: (a) The sale price of all goods, wares, merchandise or products sold in, at upon, or from the PREMISES, by LESSEE or its agents or employees, whether for cash or credit, and in case of sales on credit, whether payment is actually made or not. (b) The charges by LESSEE or its agents or employees, for the sale or rendition in, at, upon or from the PREMISES or any part thereof of services of any nature or kind whatsoever, whether for cash or, on credit, and in case of credit, whether payment is actually made or not. (c) All admission, entry and other fees of any nature or. kind charged by LESSEE, its agents or employees. 6. (d) Sums received by LESSEE, its agents or employees from any coin -operated machines or devices maintained on the PREMISES. (e) All gross rents paid or owing to LESSEE arising out of operations conducted by LESSEE in, at, upon or from the PREMISES, whether such rents are actually received by LESSEE or not. (f) All gross income of LESSEE from any operations in, at, upon or from the PREMISES, conducted by any other person, firm or corporation, including but not limited to, gross income of LESSEE in the form of rents, percentage rentals, license fees or commissions paid or owing to LESSEE by any other person, firm or corporation, including* but not limited to sublessees, subtenants, concessionaires or licensees, and whether such gross income paid to LESSEE is on credit or whether payment is actually received by LESSEE or not. The term "gross sales" or "gross receipts" shall not include any sales or excise taxes levied by Federal, State, county or municipal governments which are paid by the consumer, or receipts for goods returned. 5. DEFINITION OF "ACCOUNTING YEAR". The term "accounting year" as used herein, shall mean a period of twelve (12) consecutive calendar months commencing January 1st and ending December 31st, except that the first "accounting year" commenced concurrently with the execution of this Lease and ended on December 31, 1963. 6. PAYMENT OF PERCENTAGE RENTALS. LESSEE covenants and agrees that on or before the 15th day of January of each year during the term hereof, it will render to LESSOR, a full and correct statement of all gross sales and gross receipts for the preceding 7. accounting year showing: (a) The total gross sales and gross receipts itemized as to each of the separate categories of gross sales and gross receipts upon which the percentage rental herein reserved is based. (b) The total amount of percentage rental computed as herein provided. year. (c) The total rental paid by LESSEE during the accounting (d) The total rent due LESSOR computed in accordance with the provisions of this Lease, whether minimum rental or percentage rental. If the amount of the percentage rental computed as herein provided exceeds the minimum cash rental herein required to be .paid during the accounting year, LESSEE covenants and agrees to pay, concurrently with the rendering of such statement, the amount by which the percentage rental exceeds the minimum cash rental required to be paid, together with any minimum cash rental due and unpaid for said accounting year. 7. PLACE OF PAYMENT AND FILING. All rentals shall be payable at and all statements and reports herein required shall be filed with the office of the City Clerk, City Hall, Huntington Beach, California. Rentals shall be made payable to the City of Huntington Beach. 8. DELINQUENT INSTALLMENTS. Any installment of rental which shall not be paid when due shall bear interest at the rate of 7% per annum from the day when the same is payable hereunder until the same shall be paid. L*-M VI. RECORDS AND ACCOUNTS 1. ACCOUNTS AND RECORDS. LESSEE covenants and agrees that it will, at all times during the term of this Lease, keep or cause to be kept true and complete books, records and accounts of all financial transactions in the operation of all businesses, concessions, services, and activities of whatsoever nature conducted on or from the PREMISES. The records must be supported by documents from which the original entry of the transaction was made, including sales slips, cash register tapes, and purchase invoices. All sales and charges shall be recorded by means of cash registers which display to the customers the amounts of the transactions and automatically issue receipts certifying the amounts recorded. The registers shall be equipped with devices which lock in sales total, transactions records, or counters which are not resettable and which shall record on tapes the transaction numbers and sales details. Cash register readings shall be recorded at the beginning of each day. LESSEE covenants and agrees, that it will comply with and require all of its sublessees, concessionaires, licensees, agents and employees to comply with the foregoing requirements. 2. MONTHLY REPORTS. LESSEE covenants and agrees to deliver to LESSOR, not later than the 15th day of each month, a true and correct statement of all gross receipts and gross sales for the preceding calendar month, showing separately: (a) The gross sales and gross receipts from each business, concession, service or activity conducted on or from the PREMISES. 9. (b) The total gross sales and gross receipts itemized as to each of the separate categories of gross sales and gross receipts upon which the percentage rentals herein are based. 3. INSPECTION OF RECORDS. All books, records and accounts of every kind or nature kept by LESSEE, its sublessees, agents or employees, licensees or concessionaires relating to the operation of any business, concession, service or activity conducted on or from the PREMISES shall, at all reasonable times, be open and made available for inspection or audit by LESSOR, its agents or employees, upon request. 4. AUDIT. LESSOR shall have the right to audit any -or all such books, records and accounts for the purpose of verifying the percentage rentals required to be paid to LESSOR hereunder. If such audit shall show that the percentage rental required to be paid LESSOR is greater than the amount reported or paid by LESSEE, LESSEE covenants and agrees to pay the costs of the audit; otherwise such costs shall be borne by LESSOR. LESSOR reserves the right to install on the PREMISES any accounting devices or machines, with or without personnel, for the purpose of accounting or audit. VII. BONDS LESSEE covenants and agrees that it has previously deposited with LESSOR and shall keep in full force and effect during the term of this Lease a good and sufficient corporate surety bond in the sum of $50,000.00 to secure that LESSEE shall pay all rentals herein provided, including without limitation minimum percentage rentals, and shall faithfully perform all of the covenants and 10. agreements herein required to be kept and performed by LESSEE within the time and in the manner herein provided. The form of the surety bond shall be subject to the approval of LESSOR. VIII. MAINTENANCE OF LANDSCAPING AND IMPROVEMENTS 1. LESSEE TO MAINTAIN ALL LANDSCAPING, BUILDINGS AND IMPROVEMENTS. LESSEE. covenants and agrees that during the term of this Lease it will, at its own cost and expense, maintain the Bounds, landscaping, and all buildings, and any other improvements of any kind or nature constructed or installed on the PREMISES by LESSEE, at a high standard of maintenance and repair. Maintenance shall include painting. LESSEE shall, at all times, keep the entire PREMISES clean, neat, safe and orderly, and free from waste, rubbish and debris. 2. LESSOR MAY ELECT TO REPAIR AND MAINTAIN AT EXPENSE OF LESSEE. If, in the judgment of LESSOR, such standards of maintenance and repair are not being maintained, it may at its option, after written notice thereof to LESSEE and LESSEE'S failure to commence in good faith to remedy the same within the time herein provided and thereafter diligently prosecute the same to completion, elect to correct any deficiency whether it be in reference to grounds, landscaping, building or improvements. LESSEE covenants and agrees to pay to LESSOR on demand any and all sums expended by it in correcting any such deficiency, together with an equal sum as liquidated damages by reason of LESSEE'S failure to perform and keep this covenant. If, in the judgment of LESSOR, the disrepair or lack of maintenance constitutes an emergency, the notice herein provided 11. shall be a 24-hour notice to remedy; in all other cases it shall be a 5 day notice. 3. LESSOR'S RIGHT OF INSPECTION. LESSOR reserves the right by ,its 'authorized agents, employees or representatives to enter the PREMISES to inspect the same or any part thereof at any time and to attend or protect LESSOR'S interest under this Lease. 4. COMPLIANCE WITH LAWS, ORDINANCES AND REGULATIONS. LESSEE covenants and agrees to comply with all rules, regulations, statutes, ordinances and laws of the State or California, County of Orange, the City of Huntington Beach, or any other governmental body or agency having lawful jurisdiction over the PREMISES or the business, enterprises, or activities conducted thereon. IX. LESSEE TO PAY ALL TAXES, UTILITIES, ETC. 1. TAXES. LESSEE covenants and agrees to pay prior to delinquency, all taxes and assessments upon the possessory interest created by this Lease and on all improvements, fixtures, furniture, and other property owed by the LESSEE. 2. UTILITIES. LESSEE covenants and agrees to pay, prior to delinquency, all charges for sewer, refuse collection, water, gas, electricity and other utilities which may be used by LESSEE, its agent, sublessees, concessionaires, or licensees, as well as all costs and expenses incurred in the installation thereof. 3. MECHANICS LIENS. LESSEE shall pay all costs of any alterations or additions to any building, structure or improvement located on the PREMISES, and shall keep the PREMISES and the improvements thereon free and clear of mechanics liens. LESSEE 12. shall indemnify and save LESSOR harmless from any and all mechanics liens or claims of liens, costs and expense which may accrue, grow out of or be incurred by reason of or on account of such lien or claim of lien. LESSOR shall have, at all times, the right to post and keep posted on the PREMISES such notices provided for under and by virtue of the laws of the State of California for the protection of the PREMISES for mechanic's liens or liens of a similar nature. X. INDEMNITY AND INSURANCE 1. INDEMNIFICATION: HOLD HARMLESS: DEFENSE. LESSEE agrees to protect, defend, indemnify and hold and, save harmless LESSOR, its officers, agents and employees against any and all liability, claims, judgments, costs and demands including any death or injury to LESSEE'S employees, and damage to property arising directly or indirectly out of any act or omission of LESSEE, or of anyone holding under LESSEE, or the occupancy or use of said PREMISES or any part thereof by or under LESSEE, or from any state or condition of said PREMISES or any part thereof during the term of this Lease, save and except those which arise out of the sole negligence or willful misconduct of LESSOR. 2. INSURANCE. LESSEE agrees to furnish to LESSOR and maintain in force until termination of the tenancy a policy of general liability insurance in which LESSOR, its officers, agents and employees are named as additional named insured. LESSEE will furnish to LESSOR a certificate of insurance which shall disclose such insurance coverage as afforded to LESSOR and LESSEE, their 13. officers and employees, against claims arising out of or in connection with LESSEE'S performance of this rental agreement. The policy so furnished shall provide for not less than combined single limit bodily injury and/or property damage of $300,000 per occurrence and the policy and certificate shall be subject to the approval of the City Attorney. Said certificates shall provide the name and policy number of each carrier and policy and that the insurance is in force and will not be cancelled without thirty (30) days' written notice to LESSOR. LESSOR or its representative shall at all times have the right to demand the original or a copy of all said policies or insurance. LESSEE shall pay any and all premiums or other expenses arising in connection with the furnishing of the insurance by LESSEE as herein provided. The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of LESSOR by LESSEE. 3. FIRE INSURANCE. LESSEE agrees to take out fire and extended coverage insurance with an insurance carrier satisfactory to the lessor'to protect from loss the interest of'the lessee in any improvements or installations on the PREMISES. Such insurance shall be in an amount not less than 80% of the sound and insurable value of the improvements. Certificates of such insurance shall be filed with LESSOR and shall be satisfac�-ory in form to LESSOR. Said policies shall have a non -cancellation -without -notice clause and shall provide that copies of all cancellation notices shall be sent to LESSOR. 14. • If LESSEE fails to procure or renew such insurance, LESSOR may, in its discretion, procure or renew such insurance and pay any and all premiums in connection therewith. All monies so paid by LESSOR shall be repaid by LESSEE to LESSOR upon demand, with interest at 70 per annum from date of payment by LESSOR and until repaid. XI. EMINENT DOMAIN OR DESTRUCTION OF PREMISES 1. EMINENT DOMAIN. If a part of the PREMISES shall be taken by any paramount public authority under the power of eminent domain, and a part thereof remains which is susceptible of occupation hereunder, this Lease shall, as to the part so taken, terminate as of the date - title shall vest in the condemnor and the rent shall be paid up to that date, and -the minimum rental payable hereunder for the balance of the .terms of this Lease for the part remaining, shall be adjusted so that LESSEE shall be required to pay only such portion of such minimum rental as the value of the part remaining after the condemnation bears to the value of the entire PREMISES at the date of condemnation. If all of the PREMISES, or such part thereof be taken or condemned so that there does not remain a portion suitable for occupation hereunder, this Lease shall thereupon terminate. In the event that any action or proceeding is commenced for the condemnation, in the exercise of the right of eminent domain of the PREMISES, or any part thereof, or if LESSOR is advised in writing by any government (Federal, State or Municipal), or agency or department or bureau thereof, or any entity or body having the right or power of condemnation, of its intention to condemn the whole, or 15. any portion of the PREMISES, LESSEE having the right of possession of the PREMISES at the time thereof, or if the PREMISES, or any part or portion thereof, be condemned through such action, then and in any of said events: (a) LESSOR may, without any obligation or liability to LESSEE, and without affecting the validity and existence of this Lease other than as in this Lease expressly provided, agree to sell and/or convey to the condemnor, without first requiring that any action or proceeding be instituted, or, if such action or proceeding shall have been instituted, without requiring any trial or hearing thereof, and LESSOR is expressly empowered to stipulate to judgment therein, the part or portion of the PREMISES sought by the condemnor, free from this Lease and the rights of LESSEE hereunder excepting only as hereinafter in subparagraph (b) provided. (b) LESSEE shall have no claim against LESSOR nor be entitled to any part or portion of the amount that may be paid or awarded as a result of the sale, for the reasons as aforesaid, or condemnation of the PREMISES or any part of portion thereof, LESSEE hereby assigning, transferring, and setting over unto LESSOR any interest, if any, which LESSEE would but for this provision have in, to, upon or against the PREMISES or any part or portion thereof or the amount agreed to be paid and/or awarded and paid to LESSOR, excepting only LESSEE shall be entitled to seek to recover as against the condemnor, and LESSOR shall have no claim therefor or thereto, for LESSEE'S trade fixtures, structures and improvements erected and made by LESSEE to or upon the portion of the PREMISES so sold or condemned. 16. 2. DESTRUCTION OF BUILDING OR IMPROVEMENTS. (a) PARTIAL DESTRUCTION. If there be a partial destruction of any of the buildings or improvements located on the PREMISES, LESSEE shall, as soon as reasonably possible, commence to repair and restore said damage and shall continue diligently to complete said repairs, Such partial destruction shall not in any way cancel or annul this Lease, but LESSEE shall have a reduced proportionate minimum rental during the repairing period in accordance with and based upon the actual interference which is caused by the making of said repairs. (b) TOTAL DESTRUCTION. In the event of the total destruction of any building, structure or improvement located on the PREMISES, LESSEE shall, as soon as reasonably possible, commence the construction, reconstruction and restoration of said building, structure or improvement and shall prosecute the same'diligently to completion. Any such total destruction shall in no way annul this Lease except that LESSEE shall be entitled to a proportionate reduction of the minimum rental while such restoration or rebuilding is in process to the extent to which the rebuilding or reconstruction of said building, structure or improvement shall interfere with the business carried on by LESSEE on said PREMISES. XII. ALIENATION OR ASSIGNMENT OF RIGHTS OR INTEREST IN THE LEASE Neither this Lease nor any interest therein, whether legal or equitable, shall be assigned or sublet, in whole or alienated, pledged, mortgaged or hypothecated, voluntarily or by operation.of 17. law, without the prior written consent of LESSOR (except as provided in Paragraph XIII); nor shall this Lease be subject to garnishment or sale under execution in any suit or proceeding which may be brought against or by LESSEE. If LESSEE, without securing prior written approval of LESSOR, attempts to effect such a transfer, assignment, sublease, mortgage, or hypothecation, or a transfer occurs by operation of law, or this Lease or any interest therein is subjected to garnishment or sale under any execution in any suit or proceeding brought against or by LESSEE, and the same is not released within 15 days, or if LESSEE is adjudged bankrupt or insolvent by any court or upon LESSEE'S making.an assignment for the benefit of creditors, LESSOR may, at its option, forthwith terminate this Lease upon written notice thereof to LESSEE and thereupon LESSEE shall have no further rights hereunder. No consent by LESSOR to any assignment or hypothecation of this Lease or any part thereof or in the subletting of the PREMISES or any part thereof or to the granting of any concessions or licenses by LESSEE shall be held to waive the covenants contained herein as to any further assignment or subletting in whole or in part or hypothecation or the granting of any further concessions or licenses. XIII. HYPOTHECATION If LESSOR should give its written consent to the hypothecation of LESSEE'S interest hereunder by mortgage or trust deed, no mortgagee or trustee, nor anyone who claims by, through, or under such mortgage or deed of trust thereof, shall by virtue 18. thereof acquire any greater or more extended rights than LESSEE under this Lease and any such' mortgagee or trustee and all persons who claim by, through or under such mortgage or deed of trust shall in every respect be subject to all of the conditions, covenants and agreements of this Lease and the rights, powers and privileges of LESSOR. Notwithstanding anything to the contrary contained in this Lease, LESSOR hereby consents to the mortgage of or conveyance by trust deed of the leasehold interest hereby created upon the following terms, covenants and conditions: 1. ASSURANCES CONCERNING LEASE. LESSOR, within ten (10) days after notice from LESSEE, shall execute and deliver to LESSEE and to any prospective mortgagee or beneficiary specified by LESSEE in such notice, in recordable form, a certificate stating that this Lease is unmodified and in full force and effect, or in full force and effect as modified, and stating the modifications. The certificate shall also state the amount of minimum cash rental currently payable hereunder, the dates to which the rental has been paid in advance and the amount of any security deposit or prepaid rent. Failure to deliver the certificate within ten (10) days shall be conclusive upon LESSOR for the benefit of LESSEE, and any successor to LESSEE, that this Lease is in full force and effect and has not been modified except as may be represented by LESSEE. If LESSOR fails to deliver the certificate within ten (10) days, LESSOR irrevocably constitutes and appoints LESSEE as its special attorney -in -fact to execute and deliver the certificate to any third party. 19. r 2. CONSENT TO ASSIGNMENT FOR SECURITY PURPOSES. Any assignment by LESSEE to a lender (the "Lender") of all of LESSEE'S interest in the PREMISES and LESSEE'S interest as LESSEE under the Lease, as security for repayment of the indebtedness of, LESSEE to Lender, which is consented to by LESSOR, shall be evidenced by a deed of trust which shall constitute a first and senior lien upon the leasehold estate but shall not in any way encumber LESSOR'S fee interest in the PREMISES. Lender may enforce such lien and acquire title to the leasehold estate in any lawful way, and pending foreclosure of such lien, may take possession of and operate the PREMISES performing all obligations performable by LESSEE; and, upon foreclosure of such lien, by power of sale, judicial foreclosure or upon acquisition of the leasehold estate by assignment in lieu of foreclosure, Lender may, without further consent of LESSOR, sell, assign and transfer the leasehold estate evidenced by the Lease; provided, however, that any person or entity to whom the leasehold estate is sold assumes and agrees to perform all obligations imposed on LESSEE under the Lease from and after the time such person acquires its interest in the leasehold estate. Lender shall be liable for the obligations of Tenant under the Lease only in the event and so long as Lender is the LESSEE thereunder. 3. NEW LEASE. In the event of the termination of the Lease by reason of default hereunder, and if within sixty (60) days thereafter, all rent and other charges (less a credit for any income received by LESSOR during such period) due and payable by LESSEE under this Lease as of the date of such termination have been paid, together with the rent and other charges which but for such 20. termination would have become so due and payable from the date of such termination and all expenses, including attorneys' fees, incident thereto, LESSOR will execute and deliver to Lender or its nominee a new lease of the'PREMISES which shall then be the property solely of LESSOR. Said new lease shall be for a term equal to the remainder of the term of this Lease before giving effect to such termination, and shall contain the same covenants, agreements, terms, provisions and limitations as this Lease, and shall be subject only to the encumbrances and other matters recited hereinand acts done or suffered by LESSEE. Upon the execution and delivery of such new Lease, the new tenant, in its own name or in the name -of LESSOR, may take all appropriate steps as shall be necessary to remove LESSEE from the PREMISES, but LESSOR shall not be subject to any liability for the payment of fees, including reasonable attorneys fees, costs or expenses in connection therewith; and said new tenant shall pay all such fees including attorneys' fees, costs and expenses or, on demand, make reimbursements therefor to LESSOR. Such new tenant shall be liable to perform the obligations herein imposed on LESSEE only for and during the period it is in possession or ownership of the leasehold estate created by such new lease. LESSOR and LESSEE intend that such new lease shall enjoy the same priority in time and in right as this lease over any lien, encumbrance or other interest created by .LESSOR before or after the date of such new lease and shall have the benefit of and vest in the new tenant all of the right, title and interest of LESSEE hereunder in and to the premises, including, without limitation, the automatic vesting of title to all buildings, improvements, and appurtenances during the term of the lease. 21. 4. NOTICE OF DEFAULT. LESSOR agrees to deliver to Lender a copy of each and any notice given by LESSOR to LESSEE with respect to a default under this Lease at the address provided for Lender in LESSEE'S notice described above in subparagraph 1 of this Paragraph XIII. All notices by the LESSOR to Lender shall be given by registered or certified mail, return receipt requested. 5. ADDITIONAL TIME TO CURE MONETARY DEFAULT. In case of a default by LESSEE in the payment of money owing under this Lease, LESSOR agrees to take no action to terminate this Lease by reason of such default unless the default has continued beyond thirty (30) days after LESSOR has served a copy of a notice of default upon Lender, it being the intent and the understanding of the parties that Lender shall be allowed up to but not 'in excess of thirty (30)days after receipt of notice to cure any default by LESSEE in the payment of rent or in the making of any other monetary payment required under the terms of this Lease. 6. ADDITIONAL TIME TO CURE NON -MONETARY DEFAULTS. Incase of a default by LESSEE under this Lease not involving the payment of money, LESSOR agrees to take no action to terminate this Lease by reason of such default unless the default continues beyond the grace period available to LESSEE for curing the default, and then only after LESSOR has given to Lender all time reasonably necessary after the expiration of LESSEE'S grace period for curing the default within which either (i) to cure such non -monetary default; or (ii) to obtain possession of the PREMISES (including possession by a receiver) and to cure any default susceptible of being cured when Lender has obtained possession of the PREMISES; or (iii) to institute foreclosure proceedings and to complete such 22. foreclosure proceedings or otherwise acquire LESSEE'S interest under this Lease with reasonable diligence in the case of non -monetary default which is not susceptible of being cured by Leader. Lender shall have no responsibility to cure any non -monetary default. Lender shall not be required to continue its possession of the PREMISES or continue foreclosure proceedings if the default which prompted the service of the notice has been cured. 7. INSOLVENCY. As long as this Lease is assigned to Lender for security, neither the bankruptcy nor the insolvency of LESSEE shall operate or permit the LESSOR to terminate this Lease so long as all rent and charges of whatsoever nature, payable by LESSEE under this Lease, continue to be paid in accordance with the terms of this Lease, Lender performs all the remaining covenants of this Lease to be performed by LESSEE susceptible of being performed by a lender and Lender reserves the right to institute and thereafter institutes and diligently prosecutes to completion foreclosure proceedings under its deed of trust based upon such bankruptcy or insolvency. default. The time available to Lender to initiate foreclosure proceedings shall be extended by the number of days of delay occasioned by judicial restriction against the initiation .or occasioned by other circumstances beyond Lender's reasonable control. 8. AMENDMENT OR SURRENDER; NO MERGER. So long as Lenderholds an assignment of this Lease for security purposes! LESSOR agrees not to surrender, modify, amend or terminate this Lease without the consent of Lender, except for a termination following LESSEE'S default and failure of Lender to cure such default as herein provided. The leasehold estate held by LESSEE 23. shall not merge into LESSOR'S reversionary estate in fee simple by reason of the ownership of LESSOR'S and LESSEE'S estates by the same party or by reason of any other circumstances, without the prior written consent of Lender. 9. COPY OF DEED OF TRUST. LESSEE shall furnish to LESSOR, at the time of the delivery of LESSEE'S notice described above in subparagraph 1 of this Paragraph XIII, a full and complete copy of the deed of trust together with the address of Lender; and no assignment for security purposes hereunder shall be valid for any purpose unless and until a complete copy of such deed of trust has been delivered to LESSOR. 10. CONFLICT WITH LEASE. In the event of conflict between the terms and provisions of this Paragraph XIII, and the terms and provisions contained elsewhere in this Lease (including without limitation the provisions of Paragraph XII), the terms of this Paragraph shall control. 11. FEE MORTGAGE. LESSOR shall not encumber its fee interest in the PREMISES by a fee mortgage without Lender's prior written consent, which may be withheld at Lender's sole discretion and option; provided, however, that Lender's consent shall not be required as to any such fee mortgage which is expressly made subordinate to the Lease and to Lender's deed of trust. 12. CONDEMNATION AWARDS. Notwithstanding anything to the contrary contained in Paragraph XI hereof, if any portion of the PREMISES shall be condemned by any authority having the lawful power of eminent domain, to the extent that the PREMISES can no longer be practically used for the purposes for which the improvements located thereon were constructed, Lender shall be entitled to receive first 24. out of any award which may be made by said condemning authority, the amount of money required to repay the loan made by Lender in full, including the unpaid principal balance, and all interest and other sums of money which Lender shall have advanced under the loan documents. After Lender has been paid, as aforesaid, the provisions of Paragraph XI of this Lease shall apply to the allocation of the balance of the award from the condemning authority. If it is possible under California law prevailing at the time of such eminent domain proceedings, Lender agrees to file a separate claim with the condemning authority for repayment of the loan made by Lender, without interferring with the amount of the award which may be awarded to LESSOR. If only one award is made in connection, with such eminent domain proceedings by the condemning authority, however, LESSOR agrees to pay out of any portion of the award paid to it the aforesaid amount required to pay to Lender the full amount of Lender's loan. 13. INSURANCE PROCEEDS. All insurance proceeds payable under Paragraph X of this Lease shall be disbursed to Lender as an institutional construction lender to enable Lender to disburse such proceeds as trustee on a voucher system basis as the work of restoring the improvements on the PREMISES progresses. XIV. DEFAULT AND TERMINATION OF LEASE 1. DEFAULT. Time and each of the terms, covenants and conditions hereof are expressly made the essence of this agreement. If LESSEE shall fail to comply with any of the terms, covenants or conditions of this Lease, including the payment of the rentals herein reserved at the time and in the amounts herein required, and shall fail to remedy such default within fifteen (15) 25. days after service of a written notice from LESSOR so to do if the default may be cured by the payment of money, or commence in good faith to remedy any other default within fifteen (15) days and thereafter diligently prosecute the same to completion, or if LESSEE shall abandon or vacate the PREMISES, LESSOR may, at its option, and without prior notice or demand, terminate this Lease and enter upon the PREMISES and take possession thereof and remove all persons therefrom with or without process of law. Upon such termination, LESSEE shall pay a sum of money equal to the amount, if any, by which the cash value of the rent reserved hereunder for the balance of the term exceeds the then cash value of the, PREMISES for the balance of the term. In the event of such termination, LESSEE shall have no further rights hereunder, and all improvements shall become the property of LESSOR, except as may otherwise be provided in Article XIII, section 3, with respect to LESSOR'S agreement to enter into a new lease under certain circumstances. LESSOR may, at its option, elect to re-enter and take possession of the PREMISES and relet said PREMISES or any part thereof for the account of LESSEE, for such rent and upon such terms as shall be satisfactory to LESSOR, without such re-entry working a forfeiture of the rents to be paid and the covenants to be performed by LESSEE during the term of the Lease. For the purpose of such reletting LESSOR is authorized to make any repairs, changes, alterations or additions in or to the PREMISES that may be necessary or convenient and if a sufficient sum shall not be realized monthly from such reletting, after paying all of the costs and expenses of such repairs, changes, alterations or additions and the expense of such reletting and the collection of the rent accruing therefrom 26. each month to satisfy the rental herein required to be paid by LESSEE, then LESSEE will satisfy and pay such deficiency each month upon demand therefor. 2.. REMOVAL OF FIXTURES. All trade fixtures, equipment and signs installed by LESSEE and any sublessees or holders or owners of any concessions or licenses shall be and remain the property of the person, firm or corporation installing the same, and shall be removable at any time during the term of this Lease, or within sixty (60) days after expiration or sooner termination hereof, provided LESSEE is not then in default hereunder. The removal of such fixtures, equipment and signs shall be at LESSEE'S expense and LESSEE shall repair any damage or injury to the PREMISES or any building, structure or improvement located thereon occasioned by the installation or removal thereof. In the event this Lease shall be terminated before the expiration of the term hereof by reason of a breach by LESSEE of any of the terms, covenants, conditions or agreements of this Lease, all such fixtures, equipment and signs then owned by LESSEE shall become the property of LESSOR and no compensation shall be allowable or paid therefor. 3. SURRENDER OF POSSESSION UPON TERMINATION.LESSEE covenants and agrees that upon the expiration or sooner termination of this Lease LESSEE will peaceably surrender the PREMISES with all buildings and improvements, in the same condition as when received or constructed, reasonable use and wear thereof, and damage by fire, act of God, or by the elements excepted. Any improvements built, constructed or placed upon the PREMISES by LESSEE, or anyone holding by, under, or through it, shall remain on the PREMISES and become the property of LESSOR without any cost to LESSOR upon the 27. termination of this Lease, whether by lapse of time or by reason of default. 4. REMEDIES CUMULATIVE. The rights, powers, elections and remedies of LESSOR contained in this Lease shall be construed as cumulative and no one of them shall be considered exclusive of the other or exclusive of any rights or remedies allowed by law, and the exercise of one or two or more rights, powers, elections or remedies shall not impair or be deemed a waiver of LESSOR'S right to exercise any other. 5. WAIVER. No delay or omission of LESSOR to exercise any right or power arising from any omission, neglect or default of LESSEE shall impair any such right or power or shall be construed as a waiver of any such omission, neglect or default on the part of LESSEE or any acquiescence therein. No waiver of any breach of any of the terms, covenants, agreements, restrictions or conditions of this Lease shall be construed as a waiver of any succeeding breach of the same or any of the terms, covenants, agreements, restrictions or conditions of this Lease. 6. HOLDING OVER. It is mutually agreed that if LESSEE shall hold over after the expiration of this Lease for any cause', holding over shall be deemed a tenancy from month to month only, at the same rental per month and upon the same terms, conditions and provisions of this Lease, unless other terms, conditions and provisions be agreed upon in writing by LESSOR and LESSEE. XV. NOTICES It is mutually agreed that any notice or notices provided for by this Lease or by law to be given or served upon LESSEE shall be 28. I in writing and shall either be given or served by mail providing for return receipt addressed to LESSEE as follows: RLM Properties, Ltd. 8121 E. Florence Avenue Downey, CA 90240 deposited in the United States mail, or be served personally upon any person hereafter authorized by LESSEE in writing to receive such notice; and that any notice or notices provided by this Lease or by law to be served upon LESSOR, shall be in writing and shall either be given or served by mail providing for return receipt addressed to LESSOR, as follows: City Clerk, 2000 Main Street Huntington Beach, CA 92648 deposited in the United States mail, or be served personally upon the City Clerk and that any notice or notices given or served, as provided herein, shall be effectual and binding for all purposes. XVI. EASEMENTS, TRUSTS AND WARRANTIES 1. LEASE SUBJECT TO EASEMENTS AND TRUSTS. It is expressly understood and agreed that this Lease and all rights and privileges hereunder granted are subject to all easements and rights of way now existing or heretofore granted by LESSOR, in, to, under or over the PREMISES for any purpose whatsoever. It is understood and agreed that this Lease and any of the rights and privileges herein granted shall be subject to any trusts upon which said lands may be held by LESSOR, and LESSEE covenants and agrees, any provision in this Lease to the contrary notwithstanding, that it will not use or permit said PREMISES to be 29. used for any purpose or purposes inconsistent with any of the trusts upon which said lands may be held by LESSOR. 2. LESSOR MAKES NO WARRANTIES. In the event that this Lease or any provisions thereof shall be declared null and void by a court of competent jurisdiction, neither LESSOR nor any member of the City Council or any officer, agent or employee of LESSOR shall be liable to LESSEE or to any person holding under or through it for any loss or damage of any nature ',whatsoever suffered or claimed to be suffered by LESSEE or such person by reason of such determination. 3. ASSUMPTION OF RISK. LESSEE assumes all risks incident to the use or occupation of the PREMISES. XVII. MISCELLANEOUS 1. NO JOINT VENTURE. It is expressly understood and agreed that LESSOR does not in any way nor for any purpose become a partner of LESSEE, or a joint venturer with LESSEE. 2. INUREMENT. Each and all of the covenants, conditions and agreements herein contained shall, in accordance with the context, inure to the benefit of LESSOR and apply to and bind LESSEE, its respective heirs, legatees, divisees, executors, administrators, successors, assigns, sublessees, concessionaires, licensees, or any person who may come into possession or occupancy of said PREMISES or any part thereof in any manner whatsoever. Nothing in this paragraph shall in any way alter the provisions herein contained against assignment or subletting or the granting of licenses or concessions. 30. • � : ilk 3. CAPTIONS. The captions of paragraphs of this Lease are for convenience only and do not in any way limit or amplify teems and conditions hereof. IN WITNESS WHEREOF, LESSOR has caused its corporate name and seal to be hereunto annexed by its Mayor and by its City Clerk, thereto duly authorized, and LESSEE has hereunto set its hand as of the day and year in this Lease first above written. LESSEE: RLM PROPERTIES, LTD., a California Limited Partnership By � �" ROIBERT L. MAYER, General Partner ATTEST: City Clerk REVIEWED AND APPROVED: Le" City Administrator TE:bb 11-1-83 31. LESSOR: CITY OF HUNTINGTON BEACH, a APPROVED AS TO FORM: City Attorney EXHIBIT "A" ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, DESCRIBED AS FOLLOWS: PARCEL 1: THAT PORTION OF SECTION 14, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS PER MAP RECORDED IN BOOK 51, PAGE 14 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION; THENCE WESTERLY 111.91 FEET ALONG THE NORTH LINE OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF SAID SECTION TO A POINT ON THE WESTERLY LINE OF THE LAND DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA IN BOOK 6168, PAGE 667 OF OFFICIAL RECORDS, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE SOUTH 3 DEGREES 29' 43" WEST 593.12 FEET; THENCE SOUTH 25 DEGREES 32' 14" WEST 386.94 FEET; THENCE SOUTH 11 DEGREES 44' 36" EAST 771.48 FEET; THENCE SOUTH 78 DEGREES 15' 24" WEST 82.75 FEET TO THE NORTHEASTERLY RIGHT OF WAY LINE OF PACIFIC COAST HIGHWAY, AS DESCRIBED IN BOOK 455, PAGE 400 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY; THENCE ALONG SAID NORTHEASTERLY RIGHT OF WAY LINE, NORTH 52 DEGREES 05' 09" WEST 2409.77 FEET TO THE SOUTHEASTERLY RIGHT OF WAY LINE OF HUNTINGTON AVENUE, 60.00 FEET IN WIDTH AS NOW LAID OUT; THENCE ALONG SAID SOUTHEASTERLY RIGHT OF WAY LINE, NORTH 37 DEGREES 54' 51" EAST 299.35 FEET TO AN ANGLE POINT; THENCE NORTH 0 DEGREES 17' 36" EAST 20.44 FEET ALONG THE EAST RIGHT OF WAY LINE OF HUNTINGTON AVENUE, 60.00 FEET IN WIDTH AS NOW LAID OUT, TO THE NORTH LINE OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF SAID SECTION; THENCE EASTERLY 1844.00 FEET ALONG SAID NORTH LINE TO THE TRUE POINT OF BEGINNING. EXCEPT THAT PORTION THEREOF DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTH LINE OF SAID LAND, NORTH 89 DEGREES 43' EAST 690.00 FEET FROM THE EAST LINE OF SAID HUNTINGTON AVENUE; THENCE NORTH 89 DEGREES 43' EAST 200.00 FEET; THENCE SOUTH 0 DEGREES 17' EAST 150.00 FEET; THENCE SOUTH 89 DEGREES 43' WEST 200.00 FEET; THENCE NORTH 0 DEGREES 17' WEST 150.00 FEET TO THE POINT OF BEGINNING. PARCEL 2: THAT PORTION OF SECTION 14, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, DESCRIBED AS FOLLOWS: A BEGINNING AT THE EASTERLY TERMINUS OF THAT CERTAIN COURSE SHOWN AS HAVING A DISTANCE OF 92.98 FEET ON THE STATE HIGHWAY MAP (ABANDONMENT) FILED JUKE 25, 1966 IN STATE HIGHWAY MAP BOOK 4, PAGES 29 AND 30, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE NORTH 59 DEGREES 15' 30" WEST 72.30 FEET ALONG SAID COURSE TO THE BEGINNING OF A CURVE CONCAVE EASTERLY, HAVING A RADIUS OF 27.00 FEET; THENCE NORTHWESTERLY AND NORTHEASTERLY 45.79 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 97 DEGREES 10' 21" TO A LINE PARALLEL WITH AND SOUTHEASTERLY 47.00 FEET FROM THE CENTER LINE OF HUNTINGTON AVENUE; THENCE NORTH 37 DEGREES 54' 51" EAST 150.01 FEET ALONG SAID PARALLEL LINE; THENCE SOUTH 52 DEGREES 05' 09" EAST 133.00 FEET; THENCE SOUTH 37 DEGREES 54' 51" WEST 139.28 FEET; THENCE SOUTH 2 DEGREES 46' 13" EAST 30.54 FEET TO A POINT ON A NON -TANGENT CURVE CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 1250.00 FEET; THENCE NORTHWESTERLY 51.09 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 2 DEGREES 20' 30" TO THE POINT`OF BEGINNING. EXCEPT THAT PORTION THEREOF INCLUDED WITHIN,PARCEL,1.'' J 83-574611 �,;, EXHIBIT "A" ALL THAT CERTAIN LAND SITUATED Ili THE STATE OF CALIFORNIA, COUNTY Or ORANGE, CITY OF HUNTINGTON BEACH, DESCRIBED AS FtOLLOWSt PARCEL 1: THAT PORTION OF SECTION 14, TOWNSHIP 6 SOUTH, RANGE 11 WEST, IN THE RANCHO LAS BOLSAS, AS PER MAP RECORDED IN BOOK 51, PAGE 14 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION; THENCE VESTERLY 111.91 FEET ALONG THE NORTH LINE -OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF SAID SECTION TO A POINT ON THE WESTERLY LINE OF THE LAND DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA IN BOOK 6168, PAGE 667 OF _ OFF I C "AL RECORDS. SAID POINT BE I N ' i HE TRUE POINT OF BEGINNING,, THENCE SOUTH 3 DEGREES 29' 43" WEST 593.12 FEET; THENCE SOUTH 25 DEGREES 32' 14" WEST 386.94 FEET; THENCE SOUTH 11 DEGREES 44' 3611 EAST 771.48 FEET; THENCE SOUTH 78 DEGREES 15' 24" WEST 82.75 FEET TO THE NORTHEASTERLY RIGHT OF WAY LINE OF PACIFIC COAST HIGHWAY, AS DESCRIBED IN BOOK 455, PAGE 400 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY= THENCE ALONG SAID NORTHEASTERLY RIGHT OF WAY LINE, NORTH 52 DEGREES 05' 09" WEST 2409.77 FEET'TO THE SOUTHEASTERLY RIGHT OF WAY LINE OF HUNTINGTON AVENUE, 60.00 FEET IN WIDTH AS NOW LAID OUT; THENCE ALONG SAID SOUTHEASTERLY RIGHT OF WAY LINE, NORTH 37 DEGREES 54' 51" EAST 299.35 FEET TO AN AN(,LE POINT; THENCE NORTH 0 DEGREES 17' 36" EAST 20.44 FEET ALONG THE EAST RIGHT OF WAY LINE OF HUNTINGTON AVENUE, 60.00 FEET IN i.:ILTH AS NOW LAID OUT, TO THE NORTH LINE OF THE SOUTH HALF OF THE NORTHEAST QUARTER OF SAID SECTION; THENCE EASTERLY 1844.00 FEET ALONG SAID NORTH LINE TO THE TRUE POINT OF BEGINNING. EXCEPT THAT PORTION THEREOF DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE NORTH LINE OF SAID LAND, NORTH 89 DEGREES 43' EAST 690.00 FEET FROM THE EAST LINE OF SAID HUNTINGTON AVENUE; THENCE NORTH 89 DEGREES 43' EAST 200.00 FEET; THENCE SOUTH 0 DEGREES 17' EAST 150.00 FEET; THENCE SOUTH 89 DEGREES 43' WEST 200.00 FEET; THENCE NORTH 0 DEGREES 17' WEST I`"O_00 FEET TO THE POINT OF BEGINNING. PARCEL 21 THAT PORTION OF SECTION 14, TOWNSHIP 6 SOUTH, RWiGE 11 WEST, IN THE RANCHO LAS BOLSAS, DESCRIBED AS FOLLOWS: 83-574611 s i ri 1 i BEGINNING AT THE EASTERLY TERMINUS OF THAT CERTAIN COURSE SHOWN AS HAVING A DISTANCE OF 92.98 FEET ON THE STATE HIGHWAY MAP 1 (ABANDONMENT) FILED JUNE 25, 1966 IN STATE HIGHWAY MAP BOOK 4, f' PAGES 29 AND 30, IN THE OFFICE OF THE COUNTY RECORDER OF SAID 1 COUNTY;'THENCE NORTH 59 DEGREES 15' 30" NEST 72.30 FEET ALONG SAID COURSE TO THE BEGINNING OF A CURVE CONCAVE EASTERLY, HAVING A RADIUS OF 27.00 FEET; THENCE NORTHWESTERLY AND NORTHEASTERLY 45.79 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 97 DEGREES 10' TO A LINE PARALLEL WITH AND SOUTHEASTERLY 47.00 FEET FROM THE CENTER LINE OF HUNTINGTON AVENUE? THENCE NORTH 37 DEGREES 54' 51" EAST 150.01 FEET ALONG SAID PARALLEL LINE? THENCE SOUTH 52 DEGREES 05' 09" EAST 133.00 FEET? THENCE SOUTH 37 DEGREES 54' 51" WEST 139.28 FEET? THENCE SOUTH 2 DEGREES 46' 13" EAST 30.54 FEET TO A POINT ON A NON -TANGENT CURVE CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 1250.00 FEET? THENCE NORTHWESTERLY 51.09 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 2 DEGREES 20' 30" TO THE POINT OF BEGINNING. EXCEPT THAT PORTION THEREOF.•INCLUDED WITHIN PARCEL 1. RI GORGED IN OFFICIAL RECORDS LLEEA.BRANCH, NTY, CALIFORRIA GEr9'83 county Recorder A C:gw 11/2/81 #5437/67 SETTLEMENT AGREEMENT This Settlement Agreement, by and between the City of Huntington Reach, a municipal corporation (the "City"), on the one hand, and Robert L. Mayer, an individual ("Mayer"), and RLM Properties, Ltd., a limited partnership ("RLM"), on the other hand, is made and entered into with reference to the following facts: A. on or about March 28, 1960, the City, as landlord, and certain individuals as tenant entered into a written 50-year lease ("Lease") of -that certain real prop- erty commonly known as.the.Huntington reach Inn and more particularly described in Exhibit A hereto (the "Subject Property"). B. In or about 1963, Huntington Ltd., a California limited partnership ("Huntington"), acquired all of the tenant's interest in and to the Lease and the Subject Property. C. In or about January, 1963, Huntington executed and delivered to Glendale Federal Savings and Loan Associ- ation ("Glendale") a written promissory note in the prin- cipal sum of. $840,000, together with a written deed of trust respecting Huntington's interest in and. to the Subject Property securing said note, the deed of trust being 1 ASU:gw 1112181 #5437/67 subsequently modified and increased to $1,453,000 so as to secure an additional loan by Glendale to Huntington. The deed of trust.as modified is hereinafter referred to as the "Glendale Deed of Trust." D. On or about December 6, 1976, Huntington filed a Chapter XI Petition in.the United States District Court for th,e Central District of California ("Huntington Bankruptcy"). E. Pursuant to various Complaints filed by the City and/or Huntington, on July 18, 1978, the Bankruptcy Court entered two judgments in favor of Huntington and against the City entitled "Judgment Declaring Status of Leasehold Estate and Determining Alleged Necessity of Consent to Assignment" and "Judgment on Complaint to Terminate Lease" both of which judgments were affirmed.on December 4, 1978 by the United States District Court for the Central District of California and thereafterby the United States Court of Appeals .for the Ninth Circuit (the "Bankruptcy Judgments"). F. On January 16, 1.980, for valuable con- sideration, Mayer acquired all right, title and interest in and to the Glendale Deed of. Trust and the obligations which it secures. G. On or about January 21,'1980, pursuant to an 1) ASC:gw 11/2/81 #5437/67 order of the Courtin the Huntington Bankruptcy, RLM purchased all cif Huntington's right, title and interest in and to the Lease. H. On or about June 13, 1980, the City filed an action in the Superior Court for the State of California, County of Orange, OCSC Case No. 33-63-8.4, against Mayer, RLM and others, seeking, among other things, a judgment for money damages and a judgment declaring invalid .RLM's acquisition of Huntington's right, title and interest in and to the Lease and Mayer's acquisition of the Glendale Deed of Trust (the "City's Action"). I. On or about August 19, 198.1, the Orange County Superior Court entered an order dismissing the City's Action with prejudice and in connection therewith ordered.the City to pay the costs of suit incurred by RLM and Mayer in the City's Action ("Costs of Suit"). J. It is the desire and intent of the City, Mayer and RLM to resolve and settle each and all of their dif- ferences relating to or arising in connection with the facts set forth in paragraphs A through I, inclusive, above, the Lease, the, Glendale Deed of Trust, the Bankruptcy. Judgments, and the City's Action. NOW, THEREFORE, in consideration of the foregoing recitals and the payments, representations and mutual 3 ASC:lls 1/4/82 #5437/67 covenants hereinafter set forth, the receipt and adequacy of such consideration being hereby acknowledged, the City, RLM and Mayer hereby agree as follows: 1. The City hereby agrees to and does accept RLM as its tenant under the Lease with respect to the Subject Property, and RLM and City each hereby agree to be bound by each and all of the terms of the Lease and any written modi- fications thereof_. Concurrently with the execution of this Settlement Agreement RLM shall deliver to the -City the sum of $134,000, which sum the City acknowledges to be the mini- mum rent due and owing to the -City by RLM under the terms of the Lease through January 1, 1982. 2. The City hereby agrees to take no further actions or initiate any further proceedings whatsoever, by appeal or otherwise, with respect to the BanRruptcy Judg- ments or the order dismissing the City's Action, OCSC Case No. 33-63-84, and RLM and Mayer hereby waive their rights to recover their Costs of Suit from the City. 3. The City hereby acknowledges Mayer's ,rightful ownership of the Glendale Deed of Trust and the validity of the obligations thereby secured and the City further con firms.and acknowledges the validity and enforceability of the lien on the Subject Property evidenced by the Glendale Deed of Trust. 4 ASC:gw 11/2/81 #5437/67 4. The City hereby warrants and represents that the person or persons executing this Settlement Agreement on its behalf have the requisite authority under the Huntington Reach City Charter, as well as the Constitution of the State of California, to bind the City to this Settlement Agreement. 5. The City, Mayer and RLM- each agree to execute anv and all additional documents and to take all steps necessary to carry out the intent and purpose of this Settlement Agreement and the terms hereof. 6. This Settlement Agreement shall be binding upon and shall.inure to the benefit of each of the parties hereto and their respective agents, representatives, attor- neys, employees, predecessors, successors, heirs, assigns, executors, administrators, and/or any other '2erson or per- sons who may in any fashion claim an interest in the subject matter hereof through any of.,the parties. 7. This Settlement Agreement may be executed in anv number of counterparts, which, when taken together, shall constitute one and the same document, enforceable by its terms. 8. Should any action, suit or other proceeding be instituted with respect to the negotiation, interpretation, validity, performance or breach of this Settlement Agreement 5 ASC:gw 11/2/81 #5437/67 or with respect to any matter or thing arising from or in connection with this Settlement Agreement, the prevailing party shall recover all of its attorneys' fees, expenses and costs, not limited to costs of suit, incurred in connection therewith, including any and all appeals or petitions related thereto. As used herein, "attorneys' fees" means the full and actual cost of any legal services actually per- formed in.connection with the matter for which such fees are sought calculated on the basis of the usual fees charged by the attorneys performing such services, and shall not be limited to "reasonable attorneys'. fees" as that term may be defined by statutory or decisional authority. CITY OF HUNTINGTON BEACH By 6 Title W41:-a AmsUtorney, y Assistant City City of Huntington Beach ail Hutton City Attorney City of Huntington Beach 0 I ASC:gw 11/2/81 #5437/67 RLM PROPERTIES, LTD. � B / Bot LMaver/ It B ' ' Andrew S. Clare Attorneys -for Robert T.. Mayer and DLM Properties, Ltd. 7 F., CERTIFIED RESOLUTION HUNT INGT0N, LTD. (a California limited partnership) The undersigned ROBERT T. MORRIS, DONALD F. WICKHAM, HAROLD F. GRISWOLD and JOHN E. COLE, being all of the General - Partners of HUNTINGTON, LTD., a limited partnership formed under California law, hereby certify that the following resolution .was adopted by and on behalf of HUNTINGTON, LTD, on July 16, 1970: RESOLVED: That HUNTINGTON, LTD., a California limited partnership hereby ratifies and adopts the pre -formation execution of the ASSIGNMENT OF LEASE AND AGREEMENT heretofore entered into, whereby the City of Huntington Beach, a municipal corporation of California, as Lessor, Automation Industries, Inc., a California corporation (the parent of California Electric Construction Co.) and California Electric Construction Co., a California corporation, are designated as the "ASSIGNOR", and HUNTINGTON, LTD., a California limited partnership, is therein designated as "ASSIGNEE". RESOLVED FURTHER: That HUNTINGTON, LTD. shall be and is bound by all of the terms of such ASSIGNMENT OF LEASE AND AGREEMENT hereinabove mentioned. We hereby certify under penalty of perjury that the foregoin&4s true and correct. Executed on July 16, 1970, at Van N4s, Aalifornia. HAROLD F. GRISWOLD - .V STET OF THE, ACT I OIv OF C ITY C IL I 'Council CtiTamber, City Hall, Huntington Beach, California. Monday. June 15, 1970 Mayor Shipley called the regular City Council of the City of Huntington 'o'clock P.M. . meeting of the Beach to order at 4:30 Councilmen Present{,rppn, 'Bartlett. McCracken, Gibbs, Matney,Coen,Shi.pl.ey Councilmen Absent: None TRANSFER OF ASSIGNMENT - MASTER LEASE - HUNTINGTON DRIFTWOOD - APPROVED A motion was made by Councilman Green to approve the assignment of.the Master Lease between the City and California Electric Construction Company to Huntington Ltd., a corporation to be formed by Property Planning, Inc., subject to provisions as may be stipulated by the City, Attorney. When put to a vote the motion carried ' On motion by Bartlett the regular meeting of the City Council of the City of Huntington Beach adjourned,at 12:00 A.M. )UXD=Y rX . to Monday, June 22, 1970 at 7:00 P.M. ATTEST: Paul C . Jones City Clerk STATE OF CALIFORNIA ) County of Orange ) ss: City of Huntington Beach ) Paul C. Jones City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California Donald D. Shipley Mayor I, PAUL C. JONES, the duly elected, qualified and acting City Clerk of the City of Huntington Beach, California, do hereby certify that the above and foregoing is a true and correct Statement of Action of the City Council of said City at their regular meeting held on the 15th day of June , 19 70 WITNESS my hand and seal of the said City of Huntington. Beach this the 18th day of June , 19 70 , Paul C. J1 -,Ues City Clerk and ex-officio Clerk of the ('it.v Counc=iI of the City of Hunt' on B)ach, California BY: ' Deputy w 0 J .,4..,,"'•p � max 1 Cf INA� y foile r -'Mas as J m D ,WIUST ��- p CITY. CLERK WHEREAS, a lease was made and entered into on the 28th day of March, 1960, by and between CITY OF•HUNTINGTON BEACH, a AMENDMENT .TO LEASE 0� municipal corporation in the State of California, referred to in such lease and hereinafter referred to as Lessor, and,RICHARD SINCLAIR, H. JACK HANNA and J. A. MAGNEIL CO.; INC., referred to in such lease as',Lessee, creating a leasehold interest in the real property described in said lease; and Said lease was recorded on January�9, 1-961 as Document'3861 in Book 5582, page 203 to page 243 inclusive in official Records of Orange County, California; and Said lease by mesne assignment has been assigned to CALIFORNIA ELECTRIC CONSTRUCTION CO., a California corporation, hereinafter referred to as Lessee; and It is the intention of Lessor and Lessee to amend such lease only as expressly provided herein; and All parts of said lease, except those parts expressly amended herein, shall remain in full force and effect, NOW, THEREFORE, the hereinabove described lease'is amended only as follows: to read: 1. Paragraph V, subparagraph 3 (page 10), is amended,' 3. PERCENTAGE RENTAL. For each "accounting yearn as hereinafter defined, of the term hereof, Lessee covenants and agrees to pay to Lessor at the time and in'the manner hereinafter provided, an amount equal to the total of the following percentages of" gross sales.and/or gross receipts," as hereinafter defined, from any operations conducted in, at, upon, or,from the leased premises to the extent that such total exceeds the minimum rental herein reserved. o` 1. j (g) read: OPERATION 01 8 PERCENTAGE OF GROSS SALES AND/OR GROSS RECEIPTS Hotel rooms and room services 2% (conducted by Lessee) Restaurant, food and beverage 1% (conducted by Lessee) Trailer park rentals (conducted by 7% Lessee), Golf course green fees and rentals 7% (conducted by Lessee) All merchandise sales (conducted 3% by Lessee) All gross receipts of Lessee from That certain percentage to any operations conducted'by be agreed upon in each Lessee in, at, upon or from the separate case by Lessor and premises which are not otherwise Lessee, subject to approval included in this subparagraph of the City Council All gross receipts of Lessee That certain percentage to from any operations -conducted be agreed upon in each by any other person, firm or separate case by Lessor and corporation in, at, upon or Lessee, subject to approval from the premises, which are of the City Council not otherwise included in this subparagraph 2. Paragraph V, subparagraph 4 (page 10) is amended to 4. DEFINITION OF GROSS SALES OR GROSS'RECEIPTS. The term "gross sales" or "gross receipts" upon which the percentage rentals are to be based shall include: (a) The sale price of all goods, wares, mer- chandise or products sold in, at, upon, or from the leased premises, by Lessee or.its agents or employees, whether for cash or credit, and in case of sales on credit, whether payment is actually made or not. (b) The charges by Lessee or its agents or employees, for the sale or rendition in , at, upon or from the 2. 0 leased premises or any part thereof of services of any nature or kind whatsoever, whether for cash or on credit, and in case of credit, whether payment is actually made or not. (c) All admission, entry and other fees of any nature or kind charged by Lessee, its agents or employees. (d) Sums received by Lessee, its agents or employees from any coin -operated machines or devices main- tained on said premises. (e) All gross rents paid or owing to Lessee arising out of operations conducted by Lessee,in, at, upon, or from the leased premises, whether such rents are actually received by Lessee or not. (f) All gross income of tenant from any oper- ations in, at, upon or from the premises, conducted by any other person, firm or corporation, including but not limited to, gross income of tenant in the form of rents, percentage rentals, license fees or commissions paid or owing to Lessee by any other person, firm or corporation, including but not limited to sublessees, subtenants, concessionaires or li- censees, and whether such gross income paid to tenant is on credit or whether payment is actually received by Lessee or not. The term "gross sales" or "gross receipts" shall not include any sales or excise taxes levied by Federal, State, county or municipal government which are paid by the con- sumer, or receipts for goods returned. 3. The amendments embodied herein shall be effective when this document is signed by Lessor and Lessee. 4. The amendments embodied herein do not affect the operation and application of the portions of said lease amended hereby during all times from the beginning of the term of said lease, continuing to the effective date of such amendments. The parties hereto shall continue to have the right, after the effective date of such amendments to enforce all duties and obli- 3. STATE -OF CAUFORNIA, COUNIr OF DO S ss. eles ON January 14, , ig 70 , before me, the undersigned, a Notary Public in and for said State, personally appeared Martin J. Snow Vice Presiden1c known to me to be the of the CALIFORNIA ELECTRIC CONSTRUCTION CO. the Corporation that executed the within Instrument, known to me to be the person who executed the within Instrument on behalf of the Corporation therein named and acknowledged to me that such Corporation executed the same. GEl" ',_ GO �1 ti') q WITNESS my hand and_ L0 ANGELE C ;j 1-1TY ,My Commission Expires Dec. 22, ACKNOWL EDGMENT—Corporation—Wolcotts Farm 222—Rev. 3-64 Eu F. Gonnella NAME (TYPED OR PRINTED) Notary Public in and for said State. ®II "Iul. STATE OF CALIFORNIA, Los Angeles ` ss. -COUNTY, OF January 14, 1 ON before me, the undersigned, a Notary Public in and for said State, personally appeared Robert W. Be rmann known to me to be the Secretary Treasurer SAL l I'�RNI ELE�'I'RI� —C ONS'I'RUC'I' I OI9C O of the the Corporation that executed the within Instrument, known to me to be the person who executed the within Instrument, on behalf of the Corporation, therein named, and acknowledged to me that such Corporation executed the same. A,�r rav ±, .... - • - - K WITNESS my hand and,o#ficia al. Eug e F`. Gonne la NAME (TYPED OR PRINTED) My Commission Expires Dec. 22, 1970 Notary Public in and for said State. ACKNOWLEDGMENT—Corporation—Wolcotts Form 222—Rev. 3-64 r t , d r gations accrued and existing but not performed by either party hereto as of the effective date of this amendment. 5. The amendments embodied herein do not affect any part of said lease which shall continue in full force and effect, except those parts of said lease expressly amended hereby. WITNESS OUR HANDS AND SEALS the day, month, and year appearing below. DATED: January 14 , 1970 CALIFORNIA ELECTRIC CONSTRUCTION CO., a California corporat:egn DATED: ATTEST: (5p ae-�-2� City rk APPROVED AS TO FORM: r� 6 City`'Attorney CITY OF HUNTINGTON BEACH, a municipal corporation By Mayor 4. 2 3 4 5 6 7 8 9 "10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 \ 1 ORIGINAL' COPY for Master Re 'MUST BE RETURNEI -TO CITY CLERK ASSIGNMENT OF LEASE AND AGREEMENT J THIS ASSIGNMENT OF LEASE AND AGREEMENT entered into by and between the CITY OF HUNTINGTON BEACH, a municipal corpora- tion of California, hereinafter called "LESSOR," AUTOMATION INDUSTRIES, INC , a California corporation, hereinafter called "AUTOMATION," (the parent of California Electric Construction Co ), CALIFORNIA ELECTRIC CONSTRUCTION CO , a California corpora- tion, (successor by merger with Huntington Driftwood, Inc ) here- inafter called "ASSIGNOR," and HUNTINGTON, LTD , a limited partnership formed in California under California law, and ROBERT P MORRIS, DONALD F WICKHAM, HAROLD F GRISWOLD and JOHN E COLE, jointly and severally, hereinafter called "ASSIGNEE," (without regard to number or gender) IT IS AGREED AS FOLLOWS 1 ASSIGNOR, hereby assigns to ASSIGNEE, all of its right, title and interest in and to that certain lease, entered into the 28th day of March, 1960, and to any and all amendments and supplements thereto, by and between the City of Huntington Beach, as Lessor (hereinafter called "LESSOR"), and Richard Sinclair, H Jack Hanna, J A McNeil Company, Inc , as Lessee, which said lease, through mesne assignment was, on October 7, 1968 assigned in writing to said ASSIGNOR, and that certain lease dated February 7, 1967 by and between City of Huntington Beach as LESSOR and Huntington Driftwood, Inc , as LESSEE, both of such leases hereinafter collectively known as "said lease " 2 ASSIGNOR as part of the consideration for said LESSOR'S consent to this assignment, agrees to be and is ,jointly and severally liable to said LESSOR for the performance of all the agreements, terms, conditions and covenants of said lease and any amendments and supplements thereto, which have been entered into prior to the date of this assignment, but such joint and 1 14 Ji l d C 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 . 19 20 21 22 23 24 25 26 27 28 29 30 31 32 several liability shall not extend to those parts of any future amendments or supplement which enlarge the scope of liability of said ASSIGNOR over that which would at such future time exist had no such future amendments or supplements been entered into 3 Performance of the obligations of ASSIGNEE under the terms of the lease and under the terms of this assignment is secured to ASSIGNOR by a deed of trust, executed by ASSIGNEE in the favor of ASSIGNOR. 4 In the event ASSIGNEE is in default under the terms of any note, deed of trust, or security agreement executed by ASSIGNEE in favor of ASSIGNOR, relating to this assignment, and ASSIGNOR exercises its right to obtain possession of the premises, ASSIGNOR may take such possession and no additional consent there- for shall be required by LESSOR Such right to take possession by ASSIGNOR without consent of LESSOR is personal to ASSIGNOR and does not apply to any successor in interest of ASSIGNOR of any such note, deed of trust or security agreement In the event ASSIGNOR elects to take possession under the terms of this para- graph, ASSIGNOR shall give written notice of such election to ! LESSOR prior to the time ASSIGNOR takes such possession 5 AUTOMATION, as part of the consideration for said LESSOR'S consent to this assignment, agrees to be, and is, jointly and severally liable to said LESSOR for the performance of all the agreements, terms, conditions and covenants of said lease and any amendments and supplements thereto, which have been entered into prior to the date of this assignment, but such joint and several liability shall not extend to those parts of any future amend- ments or supplements which enlarge the scope of liability of said AUTOMATION over that which would at such future time exist had no such future amendments or supplements been entered into Such joint and several liability on the part of AUTOMATION shall (Rest of page not used) 2 X 1 2 3 4 5 6 7 8 a 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 terminate four (4) years and eleven (11) months after the date this assignment of lease and agreement is signed by the Mayor and City Clerk of LESSOR DATED August 24 , 1970 "AUTOMATION" AUTOMATION INDUSTRIES, INC , a California I ND� corporation, the parent of California Electric Construction Co (f" INCORPORATED (* MARCH 1, 199 \ �k If0 "ASSIGNOR" CALIFORNIA ELECTRIC CONSTRUCTION CO , a California cor .�o 4tion � r H. B WATSON, - - President ByJ RO E T W BEHRMANN Secretary I 6. ASSIGNEE, jointly and severally, hereby accepts the aforesaid assignment of said lease, and jointly and severally assumes and agrees to perform and be liable for the performance of all the agreements, terms, conditions and covenants of the said lease, and any amendments and supplements thereto Without limiting the generality of Section XII of said lease, ASSIGNEE l further agrees not to assign said lease without prior written consent of ASSIGNOR DATED Y—// , 1970 "ASSIGNEE" HUNTING N h a limited partnership By ROB MORRIS, General Partner 3 0 I �I 1 2 3' 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 By ;Al- A- -'IMALD F. WICKHAM, General Partner Qa- By (6 HAROLD F GRISWOLD, General Partne 7. LESSOR hereby consents to the aforesaid assignment of said lease, and all amendments and supplements thereto, and accepts and approves all of the agreements contained in this assignment LESSOR shall mail, postage prepaid, to ASSIGNOR and AUTOMATION at the offices of AUTOMATION, 1901 Building, Century City, Los Angeles, California 90067, or to such other address as shall be requested in writing, a copy of any notice of default (Rest of page not used) M 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 served upon ASSIGNEE pursuant to Sections XIV and XVII of said lease DATED 9=4/r 1970 ' ESSOR" CITY OF HUNTINGTON BEACH, a municipal corporation By ` MAYOR PRO TEM ATTEST By.-- MAWR City C , APPROVED AS TO FORM Ci y Attorney A /3 ORIGINAL COPY for Master File MUST BE RETURNED TO CITY CLERK ASSIGNMENT TO LEASE The undersigned Corporation, HUNTINGTON DRIFTWOOD, INC ("HDI"), hereby assigns to CALIFORNIA ELECTRIC CONSTRUCTION CO , a California corporation, all of its right, title and interest in and to that certain Lease entered into the 28th day of March 1960, and to any and all amendments and supplements to same, by and between the City of Huntington Beach as Lessor and Richard Sinclair, H Jack Hanna and J A. McNeil Company, Inc as Lessee which Lease was assigned in writing by all parties Lesseeto HDI on January 3, 1962 DATED October 7, 1968 HUNTINGTON DRIFTWOOD, INC B Jo n t Wtite, Secretary CALIFORNIA ELECTRIC CONSTRUCTION CO , a California corporation, hereby accepts the aforesaid assignment and agrees to abide by all the terms and conditions of the said Lease and any amendments and supplements thereto DATED October 7, 1968 CALIFORNIA ELEC RIB CONSTRUCTION CO By'f'�3 H B Watson, President i x -1- I The CITY OF HUNTINGTON BEACH, California, hereby consents to the aforesaid assignment of said Lease and any amendments and supplements thereto DATED- October 7, 1968 ATTEST City Clerk Approved as to fo m CiEy Attorn CITY OF NTINGTON BEACH By MAYOR -2 - i6 CERTIFICATE I, THOMAS W POWERS, Assistant Secretary -Treasurer of HUNTINGTON DRIFTWOOD, INC , a corporation, incorporated under the laws of the State of California, do hereby certify that the following is a full, true and correct copy of resolutions duly adopted at a special meeting of the Board of Directors of said Corporation held on October 7, 1968 I further certify that the said resolution is still in full force and effect and has not been amended or revoked RESOLVED, that any officer of this Corporation be, and he hereby is, authorized on behalf of this Corporation to assign to California Electric Con- struction Co , a California corporation, all of its right, title and interest in and to that certain Lease entered into the 28th day of March 1960, and to any and all amendments and supplements to same, by and between the City of Huntington Beach as Lessor and Richard Sinclair, H Jack Hanna and J A McNeil Company, Inc as Lessee, which Lease was assigned in writing by all parties Lessee to this Corporation on January 3, 1962 RESOLVED FURTHER, that the Secretary of this Corporation be, and he hereby is, directed to attach an executed copy of the said Assignment to these resolutions IN WITNESS WHEREOF, I have hereunto set my hand as such Assistant Secretary -Treasurer and affixed the corporate seal of said Corporation this 1st day of Nove er, Thomas W. Powe s CERTIFICATE I, R W BEHRMANN, Secretary -Treasurer of CALIFORNIA ELECTRIC CONSTRUCTION CO , a Corporation, incorporated under the laws of the State of California, do hereby certify that the following is a full, true and correct copy of resolutions duly adopted by written consent dated October 7, 1968, of all members of the Board of Directors of said Corporation, as provided by Paragraph 20 of the By -Laws of said Corporation I further certify that the said resolutions are still in full force and effect and have not been amended or revoked RESOLVED, that any officer of this Corporation be, and he hereby is, authorized and directed to accept on behalf of this Corporation an assignment from Huntington Driftwood, Inc ("HDI") of all of HDI's right, title and interest in and to that certain Lease entered into the 28th day of March, 1960, and to any and all amendments and supplements to same, by and between the City of Huntington Beach as Lessor and Richard Sinclair, H Jack Hanna and J A McNeil Company, Inc as Lessee, which Lease was assigned in writing by all parties Lessee to HDI on January 3, 1962 RESOLVED FURTHER, that by acceptance of the assignment of Lease as aforesaid, this Corporation agrees to abide by all the terms and conditions of said Lease and any amendments and supplements thereto. RESOLVED FURTHER, that the Secretary of this Corporation be, and he hereby is, directed to attach an executed copy of the said Assignment to these resolutions IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary -Treasurer and affixed the corporate seal of said Corporation this 1st day of November, 1968 �'-t 5483 CITY OF HUNTINGTON BEACH - Office of the City Clerk P 0 Box 190 Huntington Beach, Calif 92648 L E A, S E -- 74 346 CI s RECORDED AT REQUEST OF OrrY OF HUNTINOTON BEACH IN OFFICIAL RECCRDS OF ORANGE COUNTY, CALIF 9 05 AM FEB 10 1967 J WYLIE CARLYLE, County Recorder FREE THIS LEASE, made and entered into this 7-4 day of , 19_,,7, by and between CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California, hereinafter referred to as Lessor, and HUNTINGTON DRIFTWOOD, INC , hereinafter referred to as Lessee, W I T N E S S E T H WHEREAS, the Lessor and Lessee have a Master Lease in effect, which lease is recorded in Book 552, pages 204-243, Miscellaneous Maps, Records of Orange County, and said lease is presently in force and effect subject to certain amendments of record, and WHEREAS, the Division of Highways of the State of California has abandoned certain real property adjacent to said lease and it is the desire of the parties hereto to incorporate said abandoned real property into the Master Lease, as amended, and presently existing between the parties hereto, NOW, THEREFORE, the Lessor hereby leases to the Lessee, in consider- ation of the rents herein reserved and the covenants and agreements herein contained and for the purposes hereinafter set forth, the surface of the following described land, situated in the County of Orange, State of California, to wit That portion of superseded State Highway shown as "Abandonment" as delineated and shaded on maps recorded on July 25, 1966 in the State High- way Map Book #4, pages 29 and 30, Records of 1 2P �* ' • — Boon 8174 e;c: 347 Orange County and commonly known as a portion of the State Highway within the City of Huntington Beach, lying southwesterly of the northeasterly line of Pacific Coast Highway at Huntington (Avenue) Street, road 07-Ora-1, subject to all rights of record for existing easements or franchise rights at any time or from time to time to maintain, operate, replace, remove, renew and enlarge the existing public facilities, namely the lines of The Southern California Water Company and facilities incidental thereto including access to protect the property from all hazards in, upon and over the highway TERMS AND CONDITIONS All the terms and conditions, agreements and covenants of the Master Lease between Lessor and Lessee and any amend- ments thereto shall apply to this lease and said Master Lease and all amend- ments thereto and revisions thereof are hereby incorporated by reference and made a part of this lease and it is the intent of the Lessor and Lessee hereto to bind themselves in accordance with all the terms and conditions of said incor- porated documents IN WITNESS WHEREOF, the City has caused its corporate name and seal to be hereunto annexed by its Mayor and attested by its City Clerk thereto duly authorized, and Lessee has hereunto set his hand as of the day and year in .this lease first mentioned J '�"ATTEST ~ -a ` ^ h*v~PQCjty C1 CITY OF HUNTINGTON BEACH Bya&�( Mayor LESSOR y HU TO DRIFTWOOD 111C ''' cP'�' `''� •�' By 2 Senretary I . Boor, 8 d ?4 p,;c, 348 ►J STATE OF CALIFORNIA ) Lss. COUNTY OF ORANGE ) On this �;"A —day of 19671 before me, a Notary Public in and for said county and state, personally appeared known to me to be the Mayor and known to me to be the City Clerk of the City of Huntington Beach, a municipal corporation that executed the within instrument, known to me to be the persons who executed the within instrument on behalf of said municipal corporation and acknowledged to me that such municipal corporation executed the same. OFFICIAL SEAL ERNCSTINA DI FABIO NOTARY PUBLIC C%LIFOR46 PRINCIPAL OFFICE IN __ ORANGE COUNTY STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) ERNESTINA DI FABIO — NOTARY PUBLIC In and for the County of Orange State of California My Commission Expires June 25 1969 City Hall Huntmgtnn Beach Lal f On this 1st day of February, 1967, before me, a Notary Public in and for said county and state, personally appeared J. B. Shamel , known to me to be the President and Martin J. Snow , known to me to be the Secretary -Treasurer , of Huntington Driftwood, Inc., a California corporation, that executed the within instrument on behalf of said corporation therein named and acknowledged to me that said corporation executed the same ' OFFICIAL SEAL GEORGIA SIGURDSON „ten NOTARY PUBLIC CALIFORNIA • PRINCIPAL OFFICE IN LOS ANGELES COUNTY My Commission Expires September 11, 1968 4�� 0 17410 ` ur 6970 I at 39 COl SZW TO MODIFICATION OF A3310MXZ 7 B? DZID OF TRUST Pe=POED AT REOUCST 0/ T"J'" Cfl. IN OFFICIAL. PECO.IOS OF ORANGE L.OUNTY GAUP MAR 19 1964 RUBY WVLAND Coun'r Recorder Ak I:. } The undersigned City of MAntington Beacb, a a� municipal corporation of the State of California (hersin- j after referred to as "Ioseor"), as Lssor under lease dated March 28, 1960, recorded as Document 3861 in Book 5582, Page 203 of Official Records of Orange County, State of Californlal amsaded by Ummise of Option dated January 2, 1962, recorded on January 1T, 1962, as Document 11699 in Book 5978, Palle 905 of said Official Reoordai and ?9 by Asmndment dated Jaaua17 3, 1962, recorded January 17, .. In 1962, as Document 11700 in Book 5978, Page 910 in sale Official Aaoordal and as assigned by Aasignsnat to Lase dated January 3, 1962, recorded Jan>aa:T 17, 1962, as Doeaauat 11T01 is Book 5978, lade 919 in said Official Records$ sad as amended by Amendannt dated January 22, 1963, r+cerded lsbruary 1, 1963, as pocumsnt 322 in Book 6416, Page TIT in said Official AecordsI and as modified Nr bi Consent to Assign=nt by Deed of ?rust dated January 22, fl 1963, recorded on February 1, 1963, as Document 320 in Boon 6416, page T10 of said Official Recordol and as asalg=4 by Deed of ?rust dated January 28, 1963, recorded on 1rbruary(1, 1963, as Document 319 in book 6416, Fags TOT of said Offlolal Records (hereinafter jointly reftimmd to as "said Lue ") i and sorsrir g the property deseribed in 4, said Iosse, consents to the modification and amendment by Richard L. Sinclair, �R Jack Hanna, and J. A. 11100sil C=zVQ, ` Inc., a corporation,(loss*@ urAer said Lase) and M=tUmton; t kx r ft r 1 HEREBY CERTIFY THAT IF AFFIXED KITH R COk COUNTY RECORDER tr . THE SEAL OF ORANGE COUNTY RECORDER _ p may' THIS IS A TRUE COPY OF THE PERMANENT +t RECORD FILED OR RECORDED IN THIS OFFICE O 1 �a DATE 9 'Z G, FEE 4 S• t� r i 1 . C�UN CORANGE COUNTY SfA1E OPCAI1;4IRN1A I I .. 5 V • ecc%G970 mE ao mirl""O ba. • a owe MUSIR. (lM apes+ of L !lam" "Ides ' salt 1"" ) Md al ndal* padre*4 sa rans aril Loa► Asa*asa- tioa (bersiaatter ref %* ss N%emircmw0), at the Deod of 'Lost dated Jaatary 28, U63, *here faller deaarib" trereinsbow (b*reisaftar refrsret to as `awlt Do" of last'), �}t a Camolidatim sat YoUfisatlos Agroomat, dated Aaraf UO 6y196a. (he"InAtUr referred to as 'sus3 Cm.olidatian Apee- b �Wut•) in favor of arsuaehraaear, aasadl stiab Dood of o tract so Y to &*sure Notes in the prineipal SUMM . of 5 33s IDmdret Mklrteen Thousand Dolls." 0613,000 00), sad tlOt Rmdred porty froward Dollare (4840,000 00) rat "?MY aaesa¢is ff snoh Deed of Trust as as to Be.are the o"Wollda"d sus of ens !talked par Sundred fLrq TUV* m*nsand Doll, (42,453,000 00), aad other obllsatims set forth in such { Deed of !rust and scab Couasolldatioa Agreement, resordod t c eonsurrontly herewith in said Offloial Swords The foregoing comment is reeds and aaeeptsd wpm and subjost to the soveoants and conditims spoeitisaw ' provided is stitparsgrapbs (a) to (dj Lminsive, of Mat Consent to Aseigmmut by DIN of ayst attsabet berets, marked Xxhlbit A , sad leoorp*ratad herein by refr:enes as if sot for fully loreat It is further agreed betareea leaser aNt Lase that. iasofar as male Cansollatisn AglOo- u *sat mad &title Do" of frost are saooem Bait sromilluom ` a snp*reerde-and rapplaat all" the 5., e*wasmT+e, i s r restristisoa, and seadMom as set out is paregyo* XM '+ of salt Leaee, art further Agree that if there is W saafliot lotsroem the texas of Shia censeat rat as toss 1 of sai.t Lane, tie terse of this consent skan poewll. k c r A u L e e �aa� s9?0 rAst 41 n vim= %mmm, ow city s......va ito w avant aaas sad seal to to lase oats asrass" br its Nqw and attest" 17 its Oltj elm*# tbarsto daly sariarisa"o sad lessor has he to not his haal teoonta" lass ZZ f der of s cnvr QP xmnm ?" UA= a smisipal vorporatioa sf the itato of Califorala, d �r 3.r=s a J a lb=n CCKPAXT, IN , a oorparatune ra i r LISsZi AWWW?EM71= 1 I1'l1f00D, li0 0 a .y¢� � dY� � al� -3- 'r 11 u d 1� N t ttrattt�tl tom G970 w 44 i STATZ Or C-M" 3OU 1 1931 cow" Or Loa AN"Lxs i 4 Om We 17 chday at March 19K ba6w* me. a >ietasy P%WL@ fa trot btr saLd State s y ttpp.," D. Wr i"�+a to mo is be tbA rma n O t� and E J Slater to to we to the IzWe • a the Corporatism Owd emm. trumeat an babalf of the coayaration asd ackno-U41" to me tier 9mtk corporation mcacsted the aame «>►ry Fvau in &M4 Los sau cocaw he:ts STATZ OF GALMORMA ► ► sat ODQTYTI OF LOS ANGEISS ► _ r t Oa this day ad 1964. Delete me. a N+r7 Public As trod , y- Mw gooey WW Stae•; yeasa y apDe'e=ed bag to swe ` b be the and to we to s- be dw , a1 aEZRM= YINCIAL LK AIM 1 0 A&SOCLMOKa:et vtthta taftr®e]d as baMU al tsa aNacimdaa sad , y ackaowtau4e4 to we that such assac&,Ooo aswutod the aame _ - — t our 0 i • f s 1 , r _ g 4 d } • r STATZ car cAizrollaA ) toc%6970 ut 43 c )Sal COMM or oWM ) this tfta no, a d � q at � I IKda..1lsbsss �' boo m tog N M� C*IW Us the rttttver ad � it � a we 10 110 tK4 GUY C20ft 41( the Clip d H a • MCMICIP&I ceepeeatlea that e.eese.d the .atria taste. "t t. blow is me to be the paree.e mote erI I I t!e pia Laetr..oest an beb&U St sat4 adcjpai css9erstlaa and acbmiewledied tome that s.cls nni deLpa► "zpmWis. imem-at 41 the same tTATt Or C-UM M A ) u J COO W• • OF LOS AM ZLZS ) O,t "A If Nay e( March 19". be&" mo. a NowiT Psbiia k mad *W •sit Cm;a; es.d Stage. po aMeaeed Akb..A itatiair ad 1t Jae! H,.w. bw to sae to be the pare*.@ etaes aaa»s are sebecribed to t!e vtt!!a bastseo.m trod aabea�eLedaed a taa that 0Af esec.te4 the acme. J��fi`1 3 P sTAT= or CA aroR M )w COMM Or A" AMXLXS ON, 0" 17th dW e( March !!µ bal.ee, ew. a ? ww7 PLAT Im ad Am eabd CoZ;i e.d sc.oe.�� ayPa•red J a Sham.1 b" to s.e be be the President eat Martin J Snow to Mo to letm Seeretac reasurer at HUMMTON zllrTW3W, mc., t!e esepera*m 0o behalf at the eeepeeariea asri "*wwledgd to me that sseti t:srglratdse •sewed the "Bawy Pula" Is, M e• vu 6 IMF. k 0 �i i 0 li ' Return to: Paul C. )nnes, City Cler*' ,�,��� �1 P 0 Box Bonn 644 � L , Huntingtot Beach, Calif. ' 9- NOTICE OF NON -RESPONSIBILITY ORIGINAL COPY fo, %,4astnr Fill! TO WHOM IT MAY CONCERN ., - �, �_- r- MJ31 IOINCGITTOYN NOTICE IS HEREBY GIVEN that CITY OF BEACHCLERK is the owner of the following described premises, located in Orange County, State of California Commencing at a point in the North line of the South One - Half (S 2) of the Northeast One -Quarter (NEk) of Section 14, Township 6 South, Range 11 West, S B B & M , said point being 30 feet East on said North line, of the intersection of said North line with the West line of the East One -Half (E2) of the Northwest One -Quarter (NWk) of the Northeast One -Quarter (NEk) of Section 14, Township 6 South, Range 11 West, S B B & M , thence Easterly on said line 1844 feet, more or less to a point in the West right of way line of Huntington Beach Boulevard, a State Highway, thence on said right of way line South 30 29' 43" West for a distance of 593 12 feet to an angle point, thence South 25° 32' 14" West for a distance of 386 94 feet to an angle point, thence South 87° 57' 35" West for a distance of 595 47 feet to an angle point, thence North 700 17' 52" West gor a distance of 298 89 feet to an angle point, thence North 56 55' 53" West for a distance of 484 63 feet to an angle point, thence North 510 25' 09" West for a distance of 625 98 feet to an angle point, thence North 30 00' 55" West for a distance of 40 00 feet to an angle point in the East right of way line of Huntington Avenue, thence Northeast 208 4 feet, more or less to an angle point in said right of way line and thence Northerly 19 5 feet on said line to the point of beginning EXCEPTING THEREFROM that portion of the South One -Half (S2) of the Northeast One -Quarter (NEk) of Section 14, Township 6 South, Range 11 West, S B B & M , described as follows Beginning at a point on the east line of said Section 14, said point being the Southeast corner of the Northeast One -Quarter (NEk) of the Northeast One -Quarter (NEk) of said Section 14 thence westerly on a line which as a course of South 890 43i West 480 feet to a point, thence South 0 44' East 30 feet to the true point of beginning, thence continuing South 0° 44' East 250 feet, thence westerly on a line which has a course of South 890 43' West 803 84 feet to a point, thence Northerly on a line which has a course of North 0° 44' West 250 feet to a point, thence Easterly on a line which has a course of North 890 43' East 803 84 feet to the true point of beginning SUBJECT TO. (1) A non-exclusive easement for ingress and egress over the north 30 feet of the property above described, and (2) An easement for the construction and maintenance of a drainage pipeline over a strip of land 20 00 feet in width, the center lane of which is described as follows Beginning at a point in the East lane of the North east one - quarter of Section 14, Township 6 South, Range 11 West, S B B & M , said point being located 1986 00 feet South of the Northeast corner of said Section 14, running thence West 945 00 feet along a lane parallel to the North line of said Section 14, thence North 666 feet more or less along a lane parallel to said East line of Section 14 to a point in the North lane of the Southeast one -quarter of the Northeast one -quarter of said Section 14, the sidelines of said strap being prolonged and/or shortened to make a full 20 00 foot wide easement A r, J The City of Huntington Beach has obtained knowledge that work of improvement, cutting, filling and the construction of buildings upon the said property are being made; that ten (10) days have not elapsed since said City obtained this knowledge, that the City of Huntington Beach will not be responsible for said improvements, grading, filling and construction of buildings or for any material or labor used, or to be used therein, or for any alteration or repair thereof, or for any work done upon said buildings or any additions thereto, or which has been performed, furnished or used in any manner or way upon said premises, or which hereafter may be performed, furnished or used upon said premises, or for the services of any architect thereon, that RICHARD SINCLAIR, H. JACK HANNA and J. A. McNEIL COMPANY, INC., are the Lessees on said lease. Dated February aL, 1963 i J i 4 J ATTES��,p o }� L% pwJ V � ' CLty - k � 'h,r ra CITY OF HUNTINGTON B , By Mayor ORIGINAL COPY for File MU03Tm�PE�� o CITY CLERK A moK644P�iwii3� STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) PAUL C. JONES being duly sworn deposes and says That the above and within Notice is a true and correct copy of a notice posted in a conspicuous place on the real property described in said above Notice, in the City of Huntington Beach, County of Orange, State of California, on the2 day of 1963, by zd a.t,4.P and that the facts stated therein ar true of his own knowledge and that he is making this Affidavit for and on behalf of the City of Huntington Beach for whose protection said Notice is given SUBSCRIBED AND SWORN TO before me thisq2,(day of ,1963 t t � -ERNESTINA Al FABIO NOTARY PUBLIC In end t, th Cougty of Orange State of Cahforz" 1VIx 1. {hmismon Expires June 26 1965 9 Gty iiall, Huntington Beach Calf r it �c,u-G (-;-? (: �� � PAUL C. Jdks RECORDED AT REQUEST OF CITY OF HUNTINGTON BEACH IN OFFICIAL RECORDS OF ORANGE COUNTY CALIF 9 05 AM FEB 25 1963 FREE K RUBY McFARLAND, County Recorder I GOLF COURSE LEASE THIS INDENTURE OF LEASE made"and executed in triplicate at Los Angeles, California, as of this lst day of February, g63 y and between Huntington Driftwood, Inc., party of the first part and hereinafter designated as "Lessor" and Richard L. Sinclair and H. Jack Hanna, parties of the second part and hereinafter designated as "Lessee". W I T N E S S E T H: That the lessor for and in consideration of the covenants and agreements hereinafter contained to be kept and performed by the lessee, do hereby lease, demise and let unto the lessee and the lessee does hereby lease, demise and take from the lessor that certain real and personal property, situate in the County of Orange, State of California, more particularly described as follows, to wit: ITEM A: That portion of Section 14, Township 6 South, Range 11 West in the Rancho Las Bolsas., City of Huntington Beach, County of Orange, State of California, as per map recorded in Book 51, page 14 of Miscellaneous Maps, in the office of the County Recorder of said County, described as follows: PARCEL I Beginning at the southeast corner of the northeast quarter of the northeast quarter of said section; 'thence westerly 111.91 feet along the north line of the south half of the northeast quarter of said section to a point on the westerly line of the land described in the deed to the State of California in Book 6168, paWe 667 Of Official Records, thence South 30 291 3" West 93.93 feet; thence South 890 141 38" East 245.17 feet; thence South 3" 290 43" West 165.17 feet to the true point of beginning; thence South 30 29, 43" West 278.30 feet; thence South 250 321 14" West 274.47 feet; thence North 440 00, 12" West 706.20 feet; thence North 00 459 2211 East 25.82 feet; thence South 89° 140 38" East 625.61 feet to the true point of beginning. PARCEL II Beginning at the southeast corner of the northeast quarter of the northeast quarter of said section; thence westerly 1295.70 feet along the north line of the south half of the northeast quarter of said section to a point thence South 00 451 22" West 74.47 feet to the true point of beginning; thence South 00 1459 22" West 75.53 feet; thence North 890 141 38" West 15.00 feet; thence South 0® 459 22" West 75.20 feet; thence South 44© 00, 12" East 784.60 feet thence South 1450 591 148" West 90.00 feet; thence South 440 00, 12" East 147.33 feet; thence South 37® 54, 41" West 306.03 feet; thence North 520 059 09" West 272.99 feet; thence North 37° 549 51" East 130.00 feet; thence North 520 051 09" East 275.00 feet; thence North 370 5141 51" West 40e00 feet; thence North 520 051 09" West 200.00 feet; thence North 370 540 51" East 190.00 feet; thence North 520 051 09" West 240.00 feet; thence North 37© 540 51" East 360.00 feet to the true point of beginning. SUBJECT TO: 1. A nonexclusive easement for ingress and egress over the north 30 feet of the property above described; 2. An easement for the construction and maintenance of a dranage pipeline over a strip of land 20.00 feet in width, the center line of which is described as follows: -2- Beginning at a point in the east line of the north- east quarter of Section 14, Township 6 South, Range 11 West, S. B. B. & M., said point being located 1986.00 feet south of the northeast corner of said Section 14; running thence west 945.00 feet along a line parallel to the north line of said Section 14; thence north 666 feet more or less alon a line para- llel to the said east line of Section 1 to a point in the north line of the southeast quarter of the north- east quarter of said Section 14, the sidelines of said strip being prolonged and/or shortened to make a full 20.00 foot wide easement, as granted to Talbert Drain- age District by deed recorded October 1 % 1950 in Book 2087, page 385, Official Records. 3. An easement over a portion of said land for pipelines for the transportation of oil, petroleum, gas, gasoline, water or other substances along and across the strip of land described in an agreement dated December 19, 1955 executed by the City of Huntington Beech, a municipal corporation, and Wilshire Oil Company of California, a New Mexico corporation, upon the terms, covenants and conditions therein contained, recorded April 3, 1956 in Book 3460, page 516, Official Records. By an instrument dated April 16, 1956s by and between said parties, recorded May 2, 1956 in Book 34949 page 250, Official Records, the description of the easement last above referred to was amended to read as follows: A strip of land 10 feet in width, located in the east one-half of fractional Section 14, Township 6 South, Range 11 West, S. B. B. & M., and being 5 feet on either side of the following described centerline: Beginning at a point on the easterly line of said Section 14, said point being 2615 feet southerly of the northeast corner of said Section 14; thence westerly on a line which has a course of South 890 169 West 50 feet to a point, said point being the true point of beginning of this description; thence westerly on a line which has a course of South 890 16, West 45 feet to a point; thence northerly and parallel to the easterly -3- t � line of said Section 14 a distance of 263.27 feet; thence westerly on a line which has a course of South 890 16, West 364.43 feet to a point; thence southwesterly on a line which has a course of South 36° 541 west to the line of ordinary high tide of the Pacific Ocean, together with the necessary rights of egress and ingress over the remainder of said land and other lend as may be necessary for enjoyment of the rights therein granted. 4. A deed of trust to secure an indebtedness of $840,000.00 and other amounts payable under the terms there- of, recorded February 1, 1963 as instrument number 319, in Book 6416, at page 707, Official Records in the County Recorder's Office, County of Orange, which deed of trust is dated January 28, 1963 and shows Huntington Driftwood, Inc., a California corporation, and Richard Sinclair and H. Jack Hanna, as trustors, Verdugo Service Corporation, a corporation, as trustee, and Glendale Federal Savings and Loan Association, a corporation, as beneficiary. 5. All other covenants, conditions, restrictions, easements, righs of way, deeds of trust and mortgages of record. ITEM B< Those certain improvements located or to be located on that parcel of land hereinbefore in Item A described and consisting of a nine hole 3 par golf course. ITEM Co All lessorgs personal property includ- ing fixtures and equipment of every nature appurtenant to or used in connection with the operation of the real property and improvements hereinbefore mentioned in Items A and B above. The aforementioned real and personal property -4- covered by this lease will be hereinafter designated as "the demised premises" for the sake of brevity whenever they are referred to in the aggregate, but, can the other hand when any particular items are mentioned in or governed by any of the terms and provisions hereof, they will be therein referred to specifically. A map is attached hereto marked Exhibit "A" and incorporated herein by reference which contains a graphic outline of the real and personal property covered by this lease, but which map is intended to represent graphically merely that portion of the demised premises more particularly described in Items A and B above, This lease made for the term and subject to the covenants, conditions and agreements hereinafter contained, 0 TERM The term of this lease shall commence on the date of the execution hereof, February 1, 1963, and continue for ten years ending at 6:00 p.m. on the 3let day of January, 19730 INSPECTION OF PREMISES Lessee hereby acknowledges that they have viewed and are familiar with the condition of the property leased herein and lessee hereby accepts the premises in their present state and condition, III PURPOSE OF LEASE It is understood and agreed that it is the �5G 1 , 116 51, intention of the parties and the purpose of this lease to provide for the improvement, development and maintenance of the demised premises in a consistent manner with highest and best use thereof and for the establishment of a nine hole 3 par golf course, landscaping., improvements and ser- vices thereon and the operation and maintenance thereof in a manner consistent with the highest standards of development of nine hole 3 par golf courses in Southern California and for the convenience, use and enjoyment of the demised premises by the public and for the general welfare of the citizens and residents of the City of Hunt- ington Beach. Lessee hereby accepts said demised premises for said purposes and covenants and agrees that it will not use or cause or permit said demised premises, or any part thereof, to be used for any other purpose of purposes. 0 IMPROVEMENTS CONSTRUCTED BY LESSEE 1, WRITTEN CONSENT OF LESSOR. No buildings or structures of any nature or kind or material alterations of present buildings or structures shall be placed, con- structed or made in, or upon the demised premises, without the prior written approval of the lessor. 20 IMPROVEMENTS TO BECOME PROPERTY OF LESSON, To the extent Part IV, paragraph 6 of the lease dated March 28, 1960, between lessor and the City of Huntington Beach, hereinafter referred to as the "Master Lease", applies to lessor it is expressly made applicable to lessee, their sublessees and concessionaries and the improvements to or upon the demised premises. -6- s V RENTAL PAYMENTS Lessee covenants and agrees to pay to lessor during the term hereof, the rentals hereinafter provided, 1. MINIMUM CASH RENTAL. (a) No minimum rental payment for the first twelve (12) calendar months of this lease up to and including January, 1964. During said first twelve (12) months possession shall be given to lessee for preparatory work and other matters connected with the performance under the terms of this lease. (b) $687.50 per month for the next twelve (12) calendar months for a total minimum cash rental for said calendar year ending January 31, 1965 of $8,249.00. (c) Thereafter $916.67 per month for the balance of the term of the lease for a total annual minimum cash rental for each calendar year beginning February 1, 1965 of $11,000. 2. PAYMENT OF MINIMUM CASH RENTAL. That all minimum cash rentals accruing hereunder for each month of the term shall be paid by the lessee in advance on the first day of each and every month during the term hereof to the lessor at 3115 West Mission Blvd., Alhambra, California, or to such other person or persons or at such other place as the lessor or its successor in interest may at any time or from time to time designate in writing, in lawful money of the United States of America, and the acceptance of the payment of rental or other sums by the lessor in the form of checks, currency or any other form of payment shell not operate to preclude the lessor from thereafter requiring a -7- 0 strict compliance with the provisions of this paragraph. 3. PERCENTAGE RENTAL. For each "accounting year", as hereinafter defined, of the term hereof, lessee covenants and agrees to pay to lessor, at the time and in the manner hereinafter provided, an amount equal to the total of the following percentages of the "gross sales" or "gross receipts", as hereinafter defined, of the operations, concessions, or activities conducted on or from the demised premises to the extent that such sum total exceeds the minimum cash rental herein reserved: Businesses Conducted Food & Beverages Percentage of the Gross 4% Golf Course Green Fees and Rentals 43% All merchandise sales 8% 4. DEFINITION OF GROSS SALES OR GROSS RECEIPTS. The term "gross sales" or "gross receipts" upon which the percentage rentals are to be based shall include - (a) The sale price of all goods, wares, merchan- dise or products sold on or from the demised premises, whether sold by the lessee, its agents, sublessees, concessionaires, or licens- ees, or whether for cash or on credit, and in case of sales on credit, whet'ser payment is actually received or not, or whether title to the merchandise passes with delivery or not. (b) The charges made by the lessee, its agents, sublessees, concessionaires or licensees for the sale or rendition on or from the demised premises of services of any nature or kind -:- 1 whatsoever, whether for cash or on credit and in case of credit, whether payment is actually received or not. (c) All admission, entry and other fees of any nature or kind charged by lessee, its agents, sublessees, concessionaires or licensees. (d) Sums received by lessee, its agents, aubless- ees, concessionaires or licensees from any coin -operated machines or devices maintained on said premises. The term "gross sales" or "gross receipts" shall not include any sales or excise taxes levied by Federal, State or County or Municipal governments which are paid by the consumer, utilities payments or receipts for goods returned, unless otherwise provided in the Master Lease. 5e DEFINITION OF "ACCOUNTING YEAR The term "accounting year" as used herein, shall mean a period of twelve (12) consecutive calendar months, the first "account- ing year" commencing concurrently with the execution of this lease and ending on December 31st, 1963; thereafter the "accounting year" shall be the consecutive twelve (12_) calendar months commencing with the 1st day of January of one year and ending with the 31st day of December of the next succeeding year, both dates inclusive. Since this lease covers only the month of January in the year 1973, the "accounting year" for 1973 will end on January 31st of that year unless this lease is otherwise amended or extended, 6, PAYMENT OF PERCENTAGE RENTALS. Lessee covenants and agrees that on or before the loth day of January of each year during the term hereof, it will render to the lessor, a full and correct statement of all gross sales and gross receipts for the preceding accounting year, (with the exception of 1973 in which case lessee agrees that on or before the loth day of January, 1973, it will render to lessor a full and correct statement of all gross sales and all gross receipts for the preceding accounting year, and on or before the loth day of February, 19V3, it will render a full and correct statement of all gross sales and all gross receipts for the preceding January, 1973) the first report to be filed on or before January 10, 1964, for the period commencing with the execution of the lease to December 31, 1963, showing: (a) The total gross sales and gross receipts itemized as to each of the separate cate- gories of gross sales and gross receipts upon which the percentage rental herein reserved is based. (b) The total amount of percentage rental com- puted as herein provided. (c) The total rental paid by lessee during the accounting year, (d) The total rental due lessor computed in accordance with the provisions of this lease, whether minimum rental or percentage rental. If the amount of the percentage rental computed as herein provided exceeds the minimum rental herein required =10m � 4 to be paid during the accounting year, lessee covenants and agrees to pay, concurrently with the rendering of such state- ment, the amount by which the percentage rental exceeds the minimum rental required to be paid, together with any mini- mum rental due and unpaid for said accounting year. 7. PLACE OF PAYMENT AND FILING. All rentals shall be payable at and all statements and reports herein required shall be filed with Huntington Driftwood, Inc., 3115 West Mission Boulevard, Alhambra,, California. Rentals shall be made payable to Huntington Driftwood, Inca 8. DELINQUENT INSTALLMENTS. Any installment of rental which shall not be paid when due shall bear interest at the rate of 7% per annum from the day when the same is payable hereunder until the same shall be paid. VI RECORDS AND ACCOUNTS 1. ACCOUNTS AND RECORDS. Lessee covenants and agrees that it will, at all times during the term of this lease, keep or cause to be kept true and complete books, records and accounts of all financial transactions in the operation of all businesses, concessions, services, and activities of whatsoever nature conducted on or from said premises. The records must be supported by documents from which the original entry of the transaction was made, includ- ing sales slips, cash register tapes, and purchase invoices. All sales and charges shall be recorded by means of cash registers which display to the customers the amounts of the transactions and automatically issue receipts certify- ing the amounts recorded. The registers shall be equipped with devices which lock in sales totals,transactions records, or counters which are not resettable and which shall record on tapes the transaction numbers and sales details. Cash register readings shall be recorded at the beginning of each day, Lessee covenants and agrees that it will comply with and require all of its sublessees, concessionaires, licensees, agents and employees to comply with the fore- going requirements. 2. MONTHLY REPORTS. Lessee covenants and agrees to deliver to the lessor, not later than the loth day of each month, a true and correct statement of all gross receipts and gross sales for the preceding calendar month, showing separately: (a) The gross sales and gross receipts from each business, concession, service, coin -operated machine or activity conducted on or from said premises, (b) The total gross sales and gross receipts itemized as to each of the separate cate- gories of gross sales and gross receipts upon which the percentage rentals herein reserved are based. 3. INSPECTION OF RECORDS. All books, records and accounts of every kind or nature kept by the lessee, its sublessees, agents or employees, licensees or concession- aires relating to the operation of any business, concession, service or activity conducted on or from said premises shall, at all reasonable times, be open and made available for -12- inspection or audit by the lessor, its agents or employees or the duly authorized agents and employees of the City of Hungtington Beach upon request. 4. AUDIT, Lessor and the duly authorized agents and employees of the City of Huntington Beach shall have the right to audit any or all such books., records and accounts for the purpose of verifying the percentage rentals required to be paid to the lessor hereunder. If such audit shall show that the percentage rental required to be paid the lessor is greater than the amount reported or paid by lessee, lessee covenants and agrees to immediately pay the costs of the audit as well as the additional rental shown to be pay- able by lessee to lessor; otherwise such costs shall be borne by the lessor. Lessor reserves the right to install any accounting devices or machines., with or without person- nel, for the purpose of accounting or audit. If such audit shall disclose any wilfull and substantial inaccuracies, this lease at the option of the lessor may be thereupon cancelled and terminated. VII BOND OR PLEDGE 1. BOND OR PLEDGE OF STOCK TO BE FILED. Lessee covenants and agrees that it will, within fifteen (15) calendar days after the execution of this lease by both parties, deposit with the lessor, either the following bond, which has been approved by lessor, or a pledge of all of lessee's shares of stock in Huntington Driftwood, Inc., to lessor, in lieu of said bond; (a) BOND TO SECURE RENTAL. A good and sufficient =13= corporate surety bond in the sum of $33,000.00 conditioned that lessee will pay all rentals herein provided, minimum and percentage rentals, and will faithfully perform all the covenants and agreements herein required to be kept and performed by lessee within the time and in the manner herein provided. The form of the surety shall be subject to the approval of the lessor. The bond or the pledge of stock set forth herein- after shall remain in full force and effect during the entire life of this lease. (b) PLEDGE OF STOCK TO SECURE RENTAL. In lieu of the bond provided for hereinabove lessee may deliver to lessor all of lessee's shares, twenty- two (22), of the Huntington Driftwood, Inc., stock and cause said shares to be endorsed and delivered to Thomas M. Collins, 621 S. Hope St., Los Angeles 17, California, as trustee (hereinafter referred to as "trustee") on the terms and conditions as set forth herein. This pledge shall be on the following terms, namely: (1) All dividends hereafter declared on said shares are to be received by the lessee and paid over to trustee. (2) All new shares created in respect of the above shares are to be held by the trustee the same as the original shares and all costs or assessments thereon shall be paid by lessee. (3) Upon lessee's filing with lessor of a bond satisfying the requirements set forth in para- graph VIII 1. (a) above and written notice to trustee of said filing, trustee shall return to -14- S lessee,within a reasonable time,all of said shares and all newly created shares, if any. (4) In case lessee shall make default in payment of the rentals herein provided, mini- mum and percentage rentals, or fail to faithfully perform all the covenants and agreements herein required to be kept and performed by lessee within the time and in the manner herein provided, the lessor may, at any time thereafter, on giving lessee five (5) days notice of intention so to do, cause said trustee to sell the original shares, twenty-two (22), and any such new shares as afore- said, at such price or prices, and in such manner in all respects, as the trustee shall think proper and out of the proceeds of sale the trustee may reimburse lessor the amount then due it with inter- est thereon at the legal rate up to such time, and all costs, attorneys' fees and expenses in connection with such sale, rendering to lessee such surplus which may arise from said sale. (5) The pledge of shares of stock or the bond set forth hereinabove shall remain in full force and effect during the entire life of this lease. 2. LEASE INEFFECTIVE UNTIL BOND FILED OR SHARES OF STOCK DEPOSITED: This lease shall be of no force or effect and lessee shall acquire no right, title or interest in or to the demised premises herein described or any part thereof, or any right or privilege hereunder unless the lessee shall have deposited the bond or the shares of stock herein required within the time herein specified. -15- VIII , MAINTENANCE OF LANDSCAPING AND IMPROVEMENTS to LESSEE TO MAINTAIN ALL LANDSCAPING. BUILDINGS AND IMPROVEMENTS, Lessee covenants and agrees that during the term of this lease it will, at its own cost and expense, maintain the grounds, landscaping, and all buildings, and any other improvements of any kind or nature constructed or installed on the demised premises by the lessee, at a high standard of maintenance and repair, Maintenance shall include but not be limited to painting, paving, planting and repair- ing. Lessee shall, at all times, keep the entire premises clean, neat, safe and orderly, and free from waste, rubbish and debris, 2, LESSOR MAY ELECT TO REPAIR AND MAINTAIN AT EXPENSE OF LESSEE, If, in the judgment of the lessor, such standards of maintenance and repair are not being maintained, it may at its option, after written notice thereof to the lessee and lessee's failure to commence in good faith to remedy the same within the time herein provided and there- after diligently prosecute the same to completion, elect to correct any deficiency whether it be in reference to grounds, landscaping, building or improvements. Lessee covenants and agrees to pay to the lessor on demand any and all sums ex- pended by it in correcting any such deficiency, together with an equal sum as liquidated damages by reason of lessee's failure to perform and keep this covenant. If, in the judg- ment of the lessor, the disrepair or lack of maintenance constitutes an emergency, the notice herein provided shall be a 24-hour notice to remedy; in all other cases it shall be a 5-day notice. -16- 3. LESSOR'S RIGHT OF INSPECTION. Lessor reserves the right for its authorized agents, employees or represen- tatives and for the authorized agents, employees or represen- tatives of the City of Huntington Beach to enter the demised premises to inspect the same or any part thereof at any time and to attend or protect the lessor's interest under this lease. 4e COMPLIANCE WITH LAWS, ORDINANCES AND REGULATIONS, Lessee covenants and agrees to comply with all rules, regula- tions, statutes, ordinances and laws of the State of California, County of Orange, the City of Huntington Beach, lessor or any governmental body or agency having lawful jurisdiction over the demised premises or the businesses, enterprises, or activ- ities conducted thereon; and without limiting the generality of the foregoing, lessee covenants and agrees to comply with the provisions of the California Code and California Admin- istrative Code pertaining to golf courses and with the lawful directives, orders or rulings of the appropriate enforcement agencies presently in force and effect or as enacted, adopted or promulgated from time to time during the term of this lease. IX LESSEE TO PAY ALL TAXES, UTILITIES, ETC, to TAXES. Lessee covenants and agrees to pay prior to delinquency, all taxes and assessments upon the leasehold or possessory interests created by this lease and on all improvements, fixtures, furniture, and other property owned by the lessee. 2, UTILITIES, Lessee covenants and agrees to pay, prior to delinquency, all charges for sewer, refuse collec- tion, water, gas, electricity and other utilities which may -17- be used by lessee, its agents, sublessees, concessionaires, or licensees. 3. MECHANICS'LIENS. Lessee shall pay all costs of any alterations or additions to any building, structure or improvement located on the demised premises, and shall keep the demised premises and the improvements thereon free and clear of mechanics'liens. Lessee shall indemnify and save the lessor harmless from any and all mechanics'liens or claims or liens, costs and expense which may accrue, grow out of or be incurred by reason of or on account of such lien or claim of lien. Lessor shall have, at all times, the right to post and keep posted on the demised premises such notices pro- vided for under and by virtue of the laws of the State of California for the protection of the demised premises from mechanics' liens or liens of a similar nature. X INDEMNITY AND INSURANCE 1. INDEMNITY. Lessor shall not be liable at any time for loss, damage or injury to the property or person of any person whomsoever at any time occasioned by or aris- ing out of any act or omission of the lessee, or of anyone holding under the lessee, or the occupancy or use of said demised premises or any part thereof by or under the lessee, or directly or indirectly from any state or condition of said premises or any part thereof during the term of this lease. Notwithstanding anything to the contrary herein contained and irrespective of any insurance carried by lessee for the benefit of lessor under the terms hereof, lessee agrees to protect, indemnify and hold lessor and said demised i premises harmless from any and all penalties, charges, damages or liabilities of whatsoever nature arising under the terms hereof or arising out of or in connection with the operation carried on by lessee or anyone holding under the lessee on, or the use or occupancy of, the demised prem- ises; whether occasioned by neglect, omission, or wilfull act of lessee or any person holding or occupying the prem- ises under or by license of lessee. Lessee further cove- nants and agrees to indemnify lessor from and against all expense, including costs of litigation and reasonable attorneys' fees, incurred in investigating, resisting or compromising any claim asserted with respect to any of the foregoing. 2. LIABILITY INSURANCE, Lessee agrees: (a) To procure and maintain a policy or policies of public liability and property damage insurance with an insurance company or com- panies acceptable to lessor and licensed to transact said insurance business in the State of California for the benefit of lessee and lessor in amounts not less than that set forth below, and under and by the terms of which said insurer waives its right to subro- gation of any right or claim against lessor and lessor is protected from and insured against any and all loss, damage or liability of whatsoever nature arising out of or in connection with the use of or operations on the demised premises during the term hereof. The limits of liability on any policy of public liability insurance shall be not less -19- i than $100,000.00 for injury or death of one person, $500,000.00 for injury or death of more than one person, and $50,000.00 for property damage. (b) To procure and maintain a policy or policies of motor vehicle public liability, personal injury and property damage insurance with an insurance company or companies acceptable to lessor and licensed to transact said insurance business in the State of California for the benefit of lessee and lessor, in amounts not less than that set forth below, and under and by the terms of which said insurer waives its right to subrogation of any right or claim against lessor and lessor is protected from and insured against any and all loss, damage or liability of whatsoever nature including uninsured motorist, non ownership and hired motor vehicle liability arising out of or in connection with the use of or operations on the demised premises during the term hereof. The limits of liability on said policy of motor vehicle public liability, personal injury and property damage insurance shall be not less than $100,000.00 for injury or death of one person, $300,000.00 for injury or death to more than one person, and $100,000000 property damage for each accident, (c) To procure and maintain a policy or policies of workman's compensation insurance of the type and amount required by statute and to -20- require all of their contractors, subcontrac- tors, sublessees, licensees and concessionaires to do the same, (d) To deliver to lessor policies evidencing the insurance procured by lessee under the terms hereof, or to deliver in lieu thereof certifi- cates of coverage from the insurance company or companies writing said policy or policies of insurance which certificates shall among other things designate the company writing the same, the number, amount and provisions thereof. (e) To pay any and all premiums or other expenses arising in connection with the furnishing of the insurance by lessee as herein provided. 3e FIRE INSURANCE. Lessee agrees to take out fire and extended coverage insurance with an insurance carrier satisfactory to the lessor to protect from loss the interest of the lessee in any improvements or installations on the demised premises. Such insurance shall be in an amount not less than 80% of the sound and insurable value of the improve- ments. Certificates of such insurance shall be filed with the lessor and shall be satisfactory in form to the lessor. Said policies shall have a non -cancellation -without -notice clause and shall provide that insurer waives its right to subrogation of any right or claim against lessor and that copies of all cancellation notices shall be sent to lessor. If the lessee fails to procure or renew such insurance, lessor may, in its discretion, procure or renew such insurance and pay any and all premiums in connection therewith. All monies so paid by the lessor shall be repaid -21- by the lessee to the lessor upon demand, with interest at 7% per annum from date of payment by lessor and until repaid. XI EMINENT DOMAIN. TERMINATION OF LEASE AS TO PORTION OF PREMISES OR DESTRUCTION OF PREMISES 1. EMINENT DOMAIN. If a part of the premises hereby leased shall be taken by any paramount public author- ity under the power of eminent domain, and a part thereof remains which is susceptible of occupation hereunder, this lease shall, as to the part so taken, terminate as of the date title shall vest in the condemnor and the rent shall be paid up to that date, and the minimum rental payable hereunder for the balance of the term of this lease for the part remaining, shall be adjusted so that the lessee shall be required to pay only such portion of such minimum rental as the value of the part remaining after the condemnation bears to the value of the entire premises at the date of condemnation. If all of the demised premises, or such part thereof be taken or condemned so that there does not remain a portion susceptible for occupation hereunder, this lease shall thereupon terminate. In the event that any action or proceeding is commenced for the condemnation, in the exercise of the right of eminent domain of the demised premises, or any part thereof; or if lessor is advised in writing by any govern- ment (Federal, State or Municipal), or agency or depart- ment or bureau thereof, or any entity or body having the right or power of condemnation of its intention to condemn the whole, or any portion of the demised premises, lessee having the right of possession of the demised premises at the time thereof, or if the demised premises, or any part -22- or portion thereof, be condemned through such action, then and in any of said events; (a) The lessor may, without any obligation or liability to lessee, and without affecting the validity and existence of this lease other than as in this lease expressly provided, agree to sell and/or convey to the condemnor, without first requiring that any action or proceeding be instituted, or, if such action or proceed- ing shall have been instituted, without requiring any trial or hearing thereof, and lessor is expressly empow- ered to stipulate to judgment therein, the part or portion of the demised premises sought by the condemnor, free from this lease and the rights of lessee hereunder excepting only as hereinafter in subparagraph (b) provided. (b) Lessee shall have no claim against lessor nor be entitled to any part or portion of the amount that may be paid or awarded as a result of the sale, for the reasons as aforesaid, or condemnation of the demised premises or any part or portion thereof, lessee hereby assigning, transferring and setting over unto lessor any interest, if any, which lessee would but for this provision have in, to, upon or against the demised premises or any part or portion thereof or the amount agreed to be paid and/or awarded and paid to lessor, excepting only lessee shall be entitled to seek to recover as against the condemnor, and lessor shall have no claim therefor or thereto, for lessee's trade fixtures, structures and improvements erected and made by lessee to or upon the portion of the demised premises so sold or condemned. -23- PRRMT9R9 _ 2. TERMINATION OF LEASE AS TO PORTION OF DEMISED (a) LESSOR'S TITLE TO PORTION OF DEMISED PREMISES. It is understood the City of Huntington Beach is pre- sently in the process of securing clear title from the State of California to that portion of the demised premises added to the original property leased by the City to lessor by that option dated January 2, 1962, recorded January 17, 1962, as instrument No. 11699 in Book 5978 at page 905 in Official Records of Orange County, and more particularly described in Exhibit "A" attached thereto, and by this reference incorporated herein. (b) TERMINATION. However, should the City of Huntington Beach for any reason fail to obtain clear title to said portion of the demised premises and lessor should be divested of its interest, this lease shall, as to the part so taken, terminate as of the date lessor's interest therein terminates and the rent shall be paid up to that date, and the minimum cash rental payable hereunder for the balance of the term of this lease for the part remaining, shall be adjusted so that the lessee shall be required to pay only such portion of such minimum rental as the value of the part remaining after the termination bears to the value of the entire premises at the date of said termination. Lessee shall have no claim against lessor nor be entitled to any part or portion of the amount that may be paid or awarded lessor as a result of such termination for the reasons as aforesaid, or for lessee's trade fixtures, structures or improvements -24- made by lessee to or upon the portions of the demised premises lessee's interest in which is so terminated. 3. DESTRUCTION OF BUILDINGS OR IMPROVEMENTS, (a) PARTIAL DESTRUCTION. If there be a partial destruction of any of the buildings or improvements located on the demised premises, the lessee shall, as soon as reasonably possible, commence to repair and restore said damage and shall continue diligently to complete said repairs. Such partial destruction shall not in any way cancel or annul this lease, but lessee shall have a reduced proportionate minimum rental during the repairing period in accordance with and based upon the actual interference which is caused by the making of said repairs, (b) TOTAL DESTRUCTION, In the event of the total destruction of any building, structure or improvement located on the demised premises, the lessee shall, as soon as reasonably possible commence the construction, reconstruction and restoration of said building and shall prosecute the same diligently to completion. Any such total destruction shall in no wise annul this lease except that the lessee shall be entitled to a proportion- ate reduction of the minimum rental while such restora- tion or rebuilding is in process to the extent to which the rebuilding or reconstruction of said building, struc- ture or improvement shall interfere with the business carried on by lessee on said demised premises, XII ALIENATION OR ASSIGNMENT OF RIGHTS OR INTEREST IN THE LEASE Neither this lease nor any interest therein, -25- whether legal or equitable, shall be assigned or sublet, in whole or alienated, pledged, mortgaged or hypothecated, voluntarily or by operation of law, without the prior written consent of the lessor (except as provided in Para. No. XIII); nor shall this lease be subject to garnishment or sale under execution in any suit or proceeding which may be brought against or by the lessee. If the lessee, without securing prior written approval of the lessor, attempts to effect such a transfer, assignment, sublease, mortgage, or hypothe- cation, or a transfer occurs by operation of law, or this lease or any interest therein is subjected to garnishment or sale under any execution in any suit or proceeding brought against or by the lessee, and the same is not released with- in 10 days, or if the lessee is adjudged bankrupt or insol- vent by any court or upon the lessee's making an assignment for the benefit of creditors, the lessor may, at its option forthwith terminate this lease upon written notice thereof to the lessee and thereupon the lessee shall have no further rights hereunder. No consent by the lessor to any assignment or hypothecation of this lease or any part thereof or in the subletting of said premises or any part thereof or to the granting of any concessions or licenses by the lessee shall be held to waive the covenants contained herein without the written consent of the lessor as to any further assignment or subletting in whole or in part of hypothecation or the granting of any further concessions or licenses. XIII HYPOTHECATION If lessor should give its written consent to the hypothecation of the lessee's interest hereunder by mortgage -26- or trust deed, no mortgagee or trustee, nor anyone who claims by, through, or under such mortgage or deed of trust thereof, shall by virtue thereof acquire any greater or more extended rights than the lessee under this lease and any such mortgagee or trustee and all persons who claim by, through or under such mortgage or deed of trust shall in every respect be sub- ject to all of the conditions, covenants and agreements of this lease and the rights, powers and privileges of the lessor. Each and every person acquiring title under said mortgage or deed of trust to the leasehold interest granted by this lease, either by foreclosure or sale under power of sale, shall expressly accept and assume all the terms, cove- nants, conditions and agreements of this lease, to be kept and performed by the lessee, and shall become personally bound to comply therewith and perform the same. If the leasehold interest hereby created shall, with the written consent of lessor be mortgaged or conveyed by deed of trust by lessee, and if the lessor shall be noti- fied in writing thereof and of the name and address of the mortgagee or trustee, lessor agrees that notice of default in the performance of the covenants, conditions and agree- ments of this lease, of the same kind and in the same manner, and for the same length of time as are hereby required to be given the lessee, shall also be given to such mortagee or trustee. Lessor hereby grants consent to the mortgage of or conveyance by Trust Deed of the leasehold interest hereby created upon and subject to the covenants and conditions hereafter set forth in this Paragraph No. XIII, to wit: (a) That except as hereafter otherwise provided, said assignment and all rights thereunder shall be subject -27- to each and all covenants, conditions and restrictions of this lease and to all rights and interests of lessor here- under, none of which shall be deemed waived by said consent; (b) That should there be any conflict between the provisions of this lease and of said mortgage or trust deed, the former will control. (c) That lessor shall not terminate this lease because of any defect or breach hereunder on the part of lessee, if the holder of said mortgage or trust deed, within 10 days after service of written notice from lessor of its intention to terminate this lease for such defect or breach, shall either cure such defect or breach or the same can be cured by the payment of money or if such defect or breach is not so curable and cannot be remedied within said 10 day period if the holder of said mortgage or trust deed within said period shall: 1. Commence in good faith to correct such defect or breach and thereafter diligently proceed to cure same to completion; 2. Institute proceedings for the foreclosure of such mortgage or trust deed and thereafter diligently con- clude the same; and 3e Contract in writing with and for the benefit of lessor to keep and perform and shall keep and perform all of the covenants and conditions of this lease herein pro- vided to be kept and performed by lessee until such time as the leasehold hereunder shall be sold upon foreclosure pur- suant to any such mortgage or trust deed or shall be released from said mortgage reconveyed under said trust deed; pro- vided, however, that if the holder of said mortgage or trust deed shall fail or refuse to comply with any or all of the S conditions of this entire paragraph then and thereupon lessor shall be relieved from the covenants of forebearance herein contained. (d) Lessee shall furnish lessor at the time of such consent, a complete copy of such mortgage or trust deed together with the address of the holders thereof but no such assignment by trust deed or mortgage shall be valid for any purpose unless and until a complete copy shall have been furnished lessor. XIV DEFAULT AND TERMINATION OF LEASE 1. DEFAULT. Time and each of the terms, covenants and conditions hereof are expressly made the essence of this agreement. If the lessee shall fail to comply with any of the terms, covenants or conditions of this lease, including the payment of the rentals herein reserved at the time and in the amounts herein required, and shall fail to remedy such default within ten (10) days after service of a written notice from lessor so to do if the default may be cured by the payment of money, or commence in good faith to remedy any other de- fault within ten (10) days and thereafter diligently prosecute the same to completion, or if lessee shall abandon or vacate the demised premises, lessor may, at its option, and without prior notice or demand, terminate this lease and enter upon the demised premises and take possession thereof and remove all persons therefrom with or without process of law. Upon such termination, lessee shall pay a sum of money equal to the amount, if any, by which the cash value of the rent reserved hereunder for the balance of the term exceeds the then cash value of the premises for the balance of the term. -29- In the event of such termination, lessee shall have no further rights hereunder, and all improvements shall become the property of the lessor. Lessor may, at its option, elect to re-enter and take possession of said premises and re -let said property or any part thereof for the account of the lessee, for such rent and upon such terms as shall be satisfactory to the lessor, without such re-entry working a forfeiture of the rents to be paid and the covenants to be performed by the lessee during the term of the lease. For the purpose of such re -letting the lessor is authorized to make any repairs, changes, alterations or additions in or to said premises that may be necessary or convenient and if a sufficient sum shall not be realized monthly from such reletting, after paying all of the costs and expenses of such repairs, changes, alterations or additions and the expense of such reletting and the collection of the rent accruing therefrom each month to satisfy the rental herein required to be paid by the lessee, then the lessee will satisfy and pay such deficiency each month upon demand therefor. 2, ATTORNEYS' FEES. It is understood and agreed between lessor and lessee that the prevailing party in any action taken to enforce this lease including but not limited to action taken to recover possession of the demised premises and to collect defaults or deficiencies is entitled to recover from the losing party reasonable attorneys' fees and all other costs and expenses incurred in said action. This provision is subject to Part X 1 hereof and does not affect the indemnity provisions therein. 3. REMOVAL OF FIXTURES. All trade fixtures, equip- ment and signs installed by the lessee and any sublessees or -30- holders or owners of any concessions or licenses shall be and remain the property of the person, firm or corporation install- ing the same, and shall be removable at any time during the term of this lease, or within sixty (60) days after expiration or sooner termination hereof, provided the lessee is not then in default hereunder. The removal of such fixtures, equip- ment and signs shall be at lessee's expense and lessee shall repair any damage or injury to the demised premises or any building, structure or improvement located thereon occasioned by the installation or removal thereof. In the event this lease shall be terminated before the expiration of the term hereof by reason of a breach by the lessee of any of the terms, covenants, conditions or agreements of this lease, all fixtures, equipment and signs then owned by lessee shall become the property of the lessor and no compensation shall be allowable or paid therefor. 4. SURRENDER OF POSSESSION UPON TERMINATION. Lessee covenants and agrees that upon the expiration or sooner termination of this lease the lessee will peaceably surrender the demised premises with all buildings and improvements, in the same condition as when received or constructed, reason- able use and wear thereof, and damage by fire, act of God, or by the elements excepted. Any improvements built, con- structed or placed upon the demised premises by the lessee, or anyone holding by, under or through it, shall remain on the demised premises and become the property of the lessor without any cost to lessor upon the termination of this lease, whether by lapse of time or by reason of default. 5. REMEDIES CUMULATIVE. The rights, powers, elec- tions and remedies of the lessor contained in this lease shall be construed as cumulative and no one of them shall be -31- considered exclusive of the other or exclusive.of any rights or remedies allowed by law, and the exercise of one or two or more rights, powers, elections or remedies shall not impair or be deemed a waiver of lessor's right to exercise any other. 6. WAIVER, No delay or omission of the lessor to exercise any right or power arising from any omission, neglect or default of the lessee shall impair any such right or power or shall be construed as a waiver of any such omis- sion, neglect or default on the part of the lessee or any acquiescence therein. No waiver of any breach of any of the terms, cove- nants, agreements, restrictions or conditions of this lease shall be'construed as a waiver of any succeeding breach of the same or any of the terms, covenants, agreements, restric- tions or conditions of this lease. 7. HOLDING OVER, It is mutually agreed that if the lessee shall hold over after the expiration of this lease for any cause, such holding over shall be deemed a tenancy from month to month only, at the same minimum cash rental per month and percentage rental and upon the same terms, con- ditions and provisions of this lease, unless other terms, conditions and provisions be agreed upon in writing by the lessor and the lessee. XV NOTICES It is mutually agreed that any notice or notices provided for by this lease or by law to be given or served upon the lessee may be given or served by mail providing for return receipt addressed to the lessee as follows: -32- Ho Jack Hanna Richard L. Sinclair 21462 Ocean Avenue 126 South Westchester Drive Huntington.Beach, Calif, Anaheim, California deposited in the United States mail, or maybe served person- ally upon any person hereafter authorized by it in writing to receive such notice; and that any notice or notices provided by this lease or by law to be served upon the lessor, may be given or served by mail providing for return receipt addressed to the lessor, as follows: Huntington Driftwood, Inc. 3115 West Mission Boulevard Alhambra, California deposited in the United States mail, or may be served person- ally upon an officer.of the corporation and that any notice or notices given or served, as provided herein, shall be effectual and binding for all purposes.. XVI MASTER LEASE, EASEMENTS, TRUSTS AND WARRANTIES to LEASE SUBJECT TO TERMS OF MASTER LEASE. It is expressly understood and agreed that this lease and all rights and privileges herein granted as well as lessee and all per- sons who claim by, through, or under this lease shall, in every respect, be subject to all of the terms, conditions, covenants, agreements and restrictions of the Master Lease, as amended, with the City of Huntington Beach and the rights, powers and privileges of the City thereunder, Lessee hereby covenants and agrees to be bound by and comply with all of the terms, conditions, covenants, agreements and restrictions of said Master Lease to the extent the same apply to lessee and expressly agrees that should there be any conflict between the provisions of this lease and said Master Lease the latter will control. - 33 - 2. LEASE SUBJECT TO EASEMENTS AND TRUSTS. It is expressly understood and agreed that this lease and all rights and privileges hereunder granted are subject to all easements and rights of way now existing or heretofore granted by the lessor, in, to, under or over the demised premises for any purpose whatsoever. It is understood and agreed that this lease and any of the rights and privileges herein -granted shall be subject to any trusts upon which said lands may be held by the lessor, and lessee covenants and agrees, any provision in this lease to the contrary notwithstanding, that it will not use or permit said premises to be used for any purpose or purposes inconsistent with any of the trusts upon which said lands may be held by lessor. It is further recognized by lessor and lessee that a Mobile Home Park is adjacent to Parcel II and sur- rounds Parcel I of the demised premises, that a portion of Building "G" on the Mobile Home Park property is to serve as a golf pro shop and starter's building for this course, that it will therefore be necessary to grant access rights through the Mobile Home Park from Parcel II of said demised premises to Parcel I to lessee, its lessees, assignees, officers, employees, agents, customers and invitees for the use, development and maintenance of said Parcel I, and that therefore it is understood and lessor hereby covenants and agrees that it will execute and use its best-efforts to cause its lessees, assignees and licensees to execute any and all necessary documents to grant such rights of ingress and egress over a convenient, reasonable and direct route through said Mobile Home Park from Parcel II to Parcel I of said demised premises. -34- t 3. LESSOR MAKES NO WARRANTIES, In the event that this lease or any provisions thereof shall be declared null and void by a Court of competent jurisdiction or terminated for the reasons set forth in paragraph XI 2 of this lease, as to the whole of the demised premises or any part thereof, neither the lessor nor any officer, agent or employee of the lessor shall be liable to lessee or to any person holding under or through it for any loss or damage of any nature whatsoever suffered or claimed to be suffered by lessee or such person by reason of such determination. 4. Lessee assumes all risks incident to the use or occupation of the demised premises. XVII la It is expressly understood and agreed that lessor does not in any way nor for any purpose become a partner of lessee, or a joint venturer with the lessee. 2, INUREMENT, Each and all of the covenants, conditions and agreements herein contained shall, in accord- ance with the context, inure to the benefit of lessor and apply to bind lessee, its respective heirs, legatees, devisees, executors, administrators, successors, assigns, sublessees, concessionaires, licensees, or any person who may come into possession or occupancy of said premises or any part thereof in any manner whatsoever. Nothing in this paragraph shall in any way alter the provisions herein con- tained against assignment or subletting or the granting of licenses or concessions, 3. CAPTIONS, The captions of paragraphs of this lease are for the convenience only and do not in any way limit or amplify terms and conditions hereof, -35- IN WITNESS WHEREOF, the lessor has caused its corporate name and seal to be hereunto annexed by its president and attested by its secretary, thereto duly authorized, and lessor and lessee have hereunto set their hand as of the day and year in this lease first above written. Executed this 16th day of July , 19630 HUNTINGTON DRIFTWOOD,•INC,, a California corporation By /s/ J. B. &-camel By /s/ Martin J. Snow LESSOR, /s/ Richard L. Sinclair RICHARD L. SINCLAIR /s/ H. Jack Hanna H. JACK HANNA APPROVED: /s/ Mrs. H. Jack Hanna MRS. H. JACK HANNA LESSEE. The undersigned hereby approves and consents to said Lease. CITY OF HUNTINGTON BEACH 0 By Mayor. ATTEST: Paul C. Jones City Clerk Deputy -36- 17 STATE OF CALIFORNIA ss. COUNTY OF LOS ANGELES On this 16th day of July , 1963, before me, a Notary Public in and for said county and state, personally appeared J. B. Shamel , known to me to be the President and Martin J. Snow , known to me to be the Secretary -Treasurer of Huntington Driftwood, Inc., a California corporation, that executed the within instrument on behalf of said corporation therein named and acknowledged to me that said corporation executed the same. /s/ Clyde C. Cummings My commission expires 6-5-65 STATE OF CALIFORNIA ssa COUNTY OF LOS ANGELES On this 16th day of July 1963, before me, a Notary Public, in and for said county and state, person- ally appeared Richard L. Sinclair, known to me to be the person whose name is subscribed to the within instrument and acknow- ledged to me that he executed the same. /s/ Clyde C. Cummings My commission expires 6-5-65 -37- A STATE OF CALIFORNIA ) sso COUNTY OF LOS ANGELES 3 On this 16th day of July , 1963, before me, a Notary Public, in and for said county and state, personally appeared H. Jack Hanna, known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same. Is/ Clyde C. Cummings My commission expires 6-5-65 STATE OF CALIFORNIA ss. COUNTY OF LOS ANGELES On this 22nd day of July , 1963, before me, a Notary Public, in and for said county and state, personally appeared Mrs. Ho Jack Hanna, known to me to be the person whose name is subscribed to the within instrument and acknow- ledged to me that she.executed the same. Is/ Clyde C. Cummings My commission expires June 5, 1965 ma STATE OF CALIFORNIA sso COUNTY OF ORANGE On this 20th day of August , 1963, before me, a Notary Public in and for said county and state personally appeared Robert M. Lambert , known to me to be the .Deo and Ernestine Di Fabio , known to me to be the P y / City Clerk of the City of Huntington Beach, a municipal corporation that executed the within instrument, known to me to be the persons who executed the within instrument on behalf of said municipal corporation and acknowledged to me that such municipal corporation executed the same. ALICE M. F,APj?''To-.N - Notary Public In ccd for fl:c C=7y c C:$:m. of Cat:for�ia My Commission Expires March 11, 1967 -39- STATE OF CALIFORNIA ss. COUNTY OF LOS ANGELES On this 16th day of July , 1963, before me, a Notary Public in and for said county and state, personally appeared Richard Le Sinclair, known to me to be the person whose name is subscribed to the within -instrument and acknow- ledged to me that he executed the same. /s/ Clyde C. Cummings My commission expires June 5, 1965 STATE OF CALIFORNIA ss . COUNTY OF LOS ANGELES On this 16th day of July , 1963, before me, a Notary Public in and for said -county and state, personally appeared H. Jack Hanna, known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same. /s/ Clyde C. Cummings My commission expires June 5, 1965 STATE OF CALIFORNIA sso COUNTY OF LOS ANGELES On this 22nd day of July , 1963, before me, a Notary Public in and for said county and state, personally appeared Mrs. H. Jack Hanna, known to me to be the person whose name is subscribed to the within instrument and acknow- ledged to me that she executed the same. /s/ Clyde C. Cummings My commission expires June 5, 1965 -3= STATE OF C.ALIFORNIA ) ss . COUNTY OF LOS ANGELES On this 16th day of July , 1963, before me, a Notary Public in and for said county and state, personally appeared H. Jack Hanna , known to me to be the President and Richard L. Sinclair, known to me to be the Vice -President of H & S Recreational Enterprises, Inc,, a California corporation, that executed the within instrument on behalf of said corporation therein named and acknowledged to me that said corporation executed the same. /s/ Clyde C. Cummings My commission expires June 5, 1965 STATE OF CALIFORNIA ) ss. COUNTY OF LOS ANGELES On this 16th day of July , 1963, before me, a Notary Public in and for said county and state, personally appeared J. B. Shamel , known to me to be the President and Martin J. Snow known to me to be the Secretary -Treasurer of Huntington Driftwood, Inc,, a California corporation, that executed the within instrument on behalf of said corporation therein named and acknowledged to me that said corporation executed the same. /s/ Clyde C. Cummings My commission expires June 5, 1965 Sm ! �1 viat eortalm U*" oo"" to" do city A. MM%tl Rio, Us. # Uftfto 06 or 46004, 00 It" 4W Ot ftf&o Iry . l"*tW'** 1. eautuld 40 PW 3 of *0 Orwt U"Oisn*y sommutto woo **#*nowt 'M tom tt ShLO U"* MOU 0000"W* ow V*wxy lot # 1000 AlOws"+ is ""Wole sbu"" o firog, OW OWU OWUMM 2. Ill'o :tip "PVWI" a TAOI, *"Womm , ,. tltW `MUM %M ~# 4# U baroby **oW*i vmd w1wo E "Fw ae t " "A"t 0" lb"t ;11tastift ad 44"Upont suit V"*A *no "*" A"s""0"" WAV& "Mumma tin" sad 4WOO" by 60 41tv its Moll bs "tom es or baton O WOROW ft" 010 400 Ot to low; ( I sm km +v.V W .,. 1l.'.. WIT a t. Suit "U* 1"tweefto Ubrat 10*r# oft* to Tm'uor If*& j�l 'YOSUO" 7e'Rift I ' tat " bow to raw *0 t homes US AMU boouft" 0"~* ft*"MXY« fa hwT L", �'ft* big yw� Ow bovolso 4011 so" 0 O*tod ° "Obo (U) o"OSA W *"Ww p F * tm* ' ,Oowwuw rod. 4 �" must" .,. ., s O" a fall mt Oorftet Dees Ot all grow Otuo 04 Ow as 4 of Am"q# I . # ftw the sorw *Mwouft *tot 4be of a" = wnwu wwwo 0* p6til" b*V&W bow"t *"* boo" this 22nd4W at,,-..LaAXqry.,, j "N"I"too 30 11 V I INS WOO 0 Robert M. Lambert to as to *0 Paul C. Jones , guw 4wr IM a wwPRWW ERNESTINA DI FABIO -NOTARY PM1C In and for the County of Orange, State of California My Commission Expires June 26, 1965 ' City Hall - Huntington Beach, Calif. 001, *Oft" 0' * Waxy r*U* to fto## oft 01""" % A out *bat 04m.. �r r' x k •,r 7" wx•t.+ v.!W 'saw..«v+�. .: v. 1#0 320 ,-- ---- - - --- -- - -- - - VOK F_►416 FAa 710 CONSENT TO ASSIGNMENT Q DEED OF TRUST RECORDED AT REQUEST OF TITLE IN & TRUST CO. IN OFFICIAL RECORDS OF ORANGE COUNTY, CALIF. 9AM FEB 1 3963 RUBY MCFARIAND, County Rece9rder 1 $ i--Q(2 -I The undersigned City of Huntington Beach, a municipal corporation of the State of California (hereinafter referred to as "Lessor"), as Lessor under Lease dated March 26, 19609 recorded as document 3861 in Book 5582, Page 203 of Official Records of Orange County, State of California, and amended by Exercise of Option, dated January 2, 1962,•recorded on January 17, 1962, as document 11699 in Book 5978, Page 905 of said Of- ficial Records, and by Amendment dated January 39 1962, record- ed January 17, 1962, as document 11700 in Book 5978, Page 910 in said Official Records, and by Amendment dated January 22, , 1963, recorded concurrently herewith in said Official Records (hereinafter jointly referred to as "said Lease"), and covering the property described in Exhibit "A" attached hereto and in- corporated herein by reference as if set forth fully herein, consents to the assignment by Richard Sinclair, H. Jack Hanna and J. A. McNeil Company, Inc., a corporation (Lessee under said Lease) and Huntington Driftwood, Inc., a corporation (as- signee of said lease) of the leasehold estate created by said Lease, by a Deed of Trust, dated January 28 � 19 63 , hereinafter referred to as "such deed of trust") in favor of, Glendale Federal Savings and Loan Association (hereinafter re- ferred to as "encumbrancer"), to secure a note in the principal amount of EIGHT HUNDRED FORTY`' : THOUSAND AND N01100- - - - - - Dollars (p40,0o0.00 ) , and other obligations set forth in such Deed of ORIGINAL COPY foI• NquSel'M1 i A", C1 'T C } !� ..Y C �• S 0 t•Lw � l 1 500K 6416 PAH 711 Trust, and recorded concurrently herewith in said Official Records. The foregoing Consent is made and accepted upon and subject, to the covenants and conditions set forth in sub-para- graphs hereinafter set forth, number (a) to (e) inclusive. It is further agreed between Lessor and Lessee that insofar as such Deed of Trust is concerned, such conditions supersede and supplant all the requirements, covenants, restrictions and and conditions as set out in paragraph XIII, of said,"lease/shall be binding upon all parties and further agree that, however, if there be any conflict between the terms of this Consent and the terms of said Lease, the terms of this Consent shall prevail. Without limiting the generality of the foregoing the terms of this consent shall expressly take the place of sub -paragraph (c) of paragraph XIII of such lease. The covenants and conditions of this Consent are as follows: (a) That, except as hereinafter otherwise provided, if the leasehold estate of Lessee thereunder shall be foreclosed or otherwise acquired under such Deed of Trust, the transferee or transferees thereof shall thereupon and thereby assume the performance of and shall be bound by each and all of the coven- ants, conditions and obligations provided in such Leases to be performed and observed by the Lessee thereof, but only during the period such transferee or transferees shall hold title to said leasehold; and (b) At 14ast 30 days before any termination of this Lease by Lessor because of any default or breach of Lessee thereunder, Lessor shall serve upon the encumbrancer, as here- 2. f bo 6416 PACE 712 inafter provided, a written notice of such intention to termi- nate, specifying therein the default or breach on the part of Lessee, and such Lease shall not be terminated if the encumbranc- er shall cure such breach or default within such 30 day period if the same can be cured by the payment of money, or if such default or breach is not so curable, shall within said 30 days commence and thereafter diligently pursue to completion proceedings for foreclosure and sale under and pursuant to the terms of said Deed of Trust, provided such encumbrancer, during such period of foreclosure, makes or causes to be made all the payments of money called for by such Lease in accordance with such Lease. (c) In the event that there is a default by Lessee and the interest in the lease inures to Glendale Savings and Loan Association, there shall not be an assignment of the lease by the Glendale Savings and Loan Association except by the con- sent of the City Council of the City of Huntington Beach. (d) Encumbrancer shall furnish Lessor at the time this Consent is executed, a complete copy of the Deed of Trust with the name and address of encumbrancer thereon. (e) Any notice to be served upon encumbrancer shall be served upon encumbrancer in the manner set forth in para- graph XVII of said Lease. (f) That upon and immediately after the recording of such Deed of Trust, said Lessee, at its expense, shall cause to be recorded in the office of the Recorder of said Orange County, a written request executed by Lessor, for a copy of any notice of default and of any notice of sale under such Deed of Trust, as provided by the statutes of the State of California relating thereto. Concurrently with the execution of this Con- 3• sic6416 PA,'ut 713 sent, said encumbrancer shall furnish to Lessor a complete copy of such Deed of Trust and the note secured thereby, to- gether with the name and address of the encumbrancer thereof. IN WITNESS WHEREOF, the City has caused its corporate name and seal to be hereunto annexed by its Mayor and City Clerk thereto duly authorized, and Lessor has hereunto set his hand. Executed this 22nd day of January , 1963. X. erk CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California. By ayo LESSOR GLENDALE FEDERAL SAVIBJGS AND LOAN ASSOCIATION// m Pro-sident ___. Assistant Secretary 7 BmK-6416 RtE 714 J. A. McNEIL COMPANY, INC., a corporation, B Vice -President /1". H JACK HANNA r LESSEE HUNTINGTON DRIFTWOOD, INC. t-e' STATE OF CALIFORNIA ISS : COUNTY OF ORANGE 1 On this-92ndday of January , 1963, before me, a Notary Public in and for said County and State, personally appeared Robert M. Lambert known to me to be the Mayor and Paul C. Jones known to me to be the City Clerk of the City of Huntington Beach, a municipal corporation that executed the within instrument, known to me to be the persons who executed the within instrlxm6eit on behalf of said municipal corporation and acknowledged to me that suc4;.#!hiq"1 corporation executed the same. N ary Public in and for si'd' Conty 8c Sttate ERNESTINA DI FABIO - NOAR fi.[3BLiE ,, STATE OF Z�L))) ) In and foc the County of OrangE;s6tt'i-. Calif " SS My Commission Expires June 26. 1965'�\COUNTY OF�,y Hall -Huntington Beach, Calif On this/ day of , 1963, before me, a.Notary Public in and for said County and State, p sonally appeared Richard Sinclair and H. Jack Hanna, known to me to be the perso whose names are subscribed to the within instrument and acknowledged to me that they executed the same. STATE OF CALIFORNIA ) S.7 : COUNTY OF On this C?/j day of Count, and St e, p 4pna and , of J. A. MC NEIL CO1W I on behalf of the corporat the same. y t• Notary Public in and for said Canyn&-��State�`= H. G. 1.0L I''. "•gip•_.,, ry,. my Ommissior► 7x0ii es P4i?J14;S .' said e thg I" CA V STATE OF AL ORN A ) fey C�ornmissio F x7ira; .fi 'pt}�t COUNTY OF k ) On thi4j4g�­day of: , 1963, a ore me a Notary Public in and for said County and/6tate, er onally peared, known to me to bete /� and known to me to be the �••f-�� of HUNTINGTON MIFTWOOD, INC.. the corporation .,-that;,.C„ 4.� executed the within instrument on behalf of the corporation and acknowlec c4;to''me that such corporation executed the same. Notary Public in and for said Count •& State' STATE OF CALIFORNIA ) ehy commisdon )SS: ' COUNTY OF Lo s Angeles) On this_2,1=dday of January , 1963, before me, a Notary Public in and,.for. tsid ' 1 County and State, personally appeared D. A. Clarke be the Vice President and F- T.- Miller known to me to".:.,5e. the ,AGsis -ant Sec-retary of GLENDALE FEDERAL SAVINGS AND LOAN ASSOCIATION' -;-;that"' , ^* executed the within instrument on behalf of the association and acknowledged to,- me that such association executed the same. Notary Public in and for s, id County''&;State''' ` MA F. COLLINS My Commission Expires May 7, 190 4. > known to he c poration that acknowledged to me ' ti T FROM MMUMS OF CITY WC6= Council Chamber, City Hall Huntington Beach, California M r`LOMbort called the regular meeting of the City'Council o? Me My of Huntington Bead too er at 7:30 o°clock P.M. Councilmen Presents WOIU& 6tolore S Councilmen Absents Mt. #3.ab dT.sa�at#rr# �rtirrgta�w C11►t�l►�tiltfa�4 ' add"69 tier mall Md rutted sbeirr I I d r -t of to YKA b" bow Tested for the fins"I t of dwirz prt► ast on es1"I""d sty oat ODOM dN006 bo BM AMN-St"ww arw $tags XWOMy 30. so � the tha t at the s'railail 1ty of this ftsraaret" was +a tfi 080t Qs CWAMUL SPPM atl *f QXZM410a of tt* t8902 and eawrdttlX** of `tom . umv ww4b ww P"M aosly bow pmewtod fart tbw ai----- ►. i'a,l + issss tlasby tw i+�wll, s got"* a *a% by +raw► , a� Vole, matt �heterrtta s City .ty + f#d a Jack *0"# dow J. A* mil CA""y*mattestes UW, # b* 4010AUi ii dOt do 34 you two ai l *awn*" yabtsaay 1 lib# aar **owl dot tho City tawraay tar �1imted is lsarra a aatiat! ierssty d�tae to olat tkis awwwrw�t., MA the Nayawr arwd City Chawtk to awtdwMined to eta ofuw tit It to wW rs� � this thor.t is bo a the tieu that fit ter # . oi� tbotr Za f"a G1e"10 f l lanr- ifto MiA Left may# by Utwary 1# t"3p .er too'. No g rrdmw novW thot the of " of Owtiogtea ftift # Iag • t* VO#*W*00 is dM Cit bafere Pa�brrss�ry 1# 1li30 is ea�s+ri rt�4att fors t r City s "Un to tug arw�iw-tI be + syt*S* ioft 04"04. ---------------- On motion by sells seconded by aisler the regular meeting of the City Council of the City of Huntington Beach adjourned. 1Otl6a e#nt"• co Jones City Clerk and e:•officio Clerk Of the City Council of the City of Huntington Beach, California ATTEST: Twin C. Joe" 11 City Clerk STATE OF CALIFORNIA County of Orange sao City of Huntington Beach Robert M. Laabrrt Mayor I, PAUL C..TONES; -the duly elected, qualified and acting City Clerk of the City of HuntiugtoiiBeacb, California, do hereby certify that the above and foregoing is a tri- rand correct excerpt from minutes of the City Ccil of 'a y at trait regular meeting held on the day of 1� . lftb WITNESS mjbjMV* 9 s "- seal 44 the said City of Huntington Beach this day of , 19 M, City Clerk and-of£icio Clerk of the City Council of the City . • 4 TO 430M 2809 I NOTICE OF NON -RESPONSIBILITY IT MAY CONCERN: NOTICE IS HEREBY GIVEN that CITY OF HUNTINGTON BEACH is the owner of the following described premises, located in Orange County, State of .California: 35 Commencing at the southeast corner of the north one-half (N1h) of the northeast one -quarter (NE;%) of Section 14, Township 6 South, Range 11 West, San Bernardino Base and Meridian; thence westerly, along the north line of the south one-half (S1A) of above mentioned northeast one -quarter (NDA) 111.91 feet to a point, said point being the True Point of Beginning; thence south 3*29143". west for a distance of 593.12 feet to a point; thence south 25*32114" west. for a distance of 386.94 feet to a point; thence south 11*44136" east for a distance of 771.48 feet to a point; thence south 78°15'24" west 'f'or a distance of 82.75 feet to a point; said point being in the northeasterly right of way line of Pacific Coast Highway as described in Book 455, Page 400 of Official Reoord.s, .Records of Orange County, California; thence along said northeasterly right of way line north 52° 05' 09" west for a disttance of 2409.77 feet to a point in the southeasterly right of way line of Huntington Avenue, 60 feet in width as now laid out; thence along said southeasterly right of way line north 37°54'51" east for a distance of 299.35 feet to an angle point; thence north 0*17136" east along the east right of way line of Huntington Avenue, 60 feet in width as now laid out, for a dis- tance of 20.44 feet to a point, said point being in the north line of the south one-half (S%) of the northeast one -quarter (NE}4) of Section 14, Township 6 South,.Range 11 nest, San Bernardino Base and Meridian; thence easterly along said north line for a distance of 1844 feet, more or less to the True Point of Beginning. Excepting therefrom those portions of -the south one-half (SW of the northeast one -quarter (NEY4) of Section 14, Township 6 South, Range 11 West, San Bernardino Base and Meridian, described as follows: PARCEL 1: Beginning at the southwest corner of the east one-half (E%) of the northwest one -quarter (NWV4) of the northeast one -quarter (NEy4) of fractional Section 14, Township 6 South, Range 11 West, San Bernardino Base and Meridian, Orange County, California; said point also lying on the center line of Huntington Avenue 60 feet in width as now laid. -,out; thence north 89*43' east, along the south 1•'ne of the north one-half (N%) of the northeast one -quarter (NEY/) of said Section 14, 690.00 feet to a point, said point being the True Point of Beginning of this description; thence continuing, along said south line of the north one-half (N1h) of the northeast one -quarter (NEI/) of said Section 14, north 89° 43' east 200.00 feet to a point; thence south 0*17' east 150.00 feet to a point; thence south 89° 43' west 200.00 feet to a point; thence north U° 17' west 150.00 feet to the True Point of Beginning. - 1 BOOK 5999 PA(,,[ 36 PARCEL 2: An easement for ingress and egress and pipelines described as being that portion of the north 30 feet of the south one-half (S3) of the northeast one -quarter (NEIA) of Section 141, Township 6 South, Range,11 West, San Bernardino Base and Meridian, Orange County, California, which lies between the easterly Right -of -Way line of Huntington Avenue 60 feet in width as now laid out and the westerly line of previously described Parcel 1. SUBJECT TO: An easement for the construction and maintenance of a drainage pipeline over a strip of land 20.00 feet in width, the center line of which is described as follows: Beginning at a point in the east line of the northeast one -quarter (NEB/) of Section 14, Township 6 South, Range 11 West, S.B.B. & M., said point being located 1986.00 feet south of the northeast corner of said Section 14; running thence west 945.00 feet along a line parallel to the north line of said Section 14; thence north 666 feet more or less along a line parallel to said East line of Section 14 to a point in the north line of the southeast one - quarter (SO/4) of the northeast one -quarter (NEY4) of said Section 14, the sidelines of said strip being prolonged and/or shortened to make a full 20.00 foot wide easement. The City of Huntington Beach has obtained knowledge that work of improvement, cutting, filling and the construction of buildings upon the said property are being made; that ten (10) days have not eleapsed since said City obtained this knowledge; that the City of Huntington Beach will not be reponsible for said improvements, grading, filling and construction of buildings or for any material or labor used, or to be used therein, or for any alteration or repair thereof, or for any work done upon said buildings or any additions thereto, or which has been performed, furnished or used in any manner or way upon said premises, or which hereafter may be performed, furnished or used upon said premises, or for the services of any architect thereon; that the HUNTINGTON DRIFTWOOD, INC'., by RICHA'.RD SINCLAIR -AND 'MARTIN J . SNOW are the Lessees on said lease. January 31, ATTEST . 1 � City Cle 1962 CITY OF HUNTINGTON BEACH By -, 2 , " , � A, " 0 '�_" _o��4 yor 4 ' • Boa 5999 37 STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) Paul C. Jones being duly sworn, deposes and says: The the Above and within Notice is a true and correct copy of a notice posted in a conspicuous place on the real property , described in said above Notice, in the City of Huntington Beach, County of Orange, State of California, on the , 31st day of January , 1962, by Donald Kiser and that the facts stated therein are true of his own knowledge and that he is making this Affidavit for and on hebalf of the City of Huntington Beach for whose protection said Notice is given. SUBSCRIBED AND SWORN TO before me this lst day of February , 1962. }CJ}{AC DI. FABIO = NOTARY PUBLIC Ya and, foi.the,County of Orange, State of California '-:My,.�ottStnieeipn Expired Juno 26, 1965 6Wp all` -Huntington Beach, Calif, PAUL JONES RECORDED AT REQUEST OF CITY OF HU,VIAGTON BEACH IN OFFICIAL RECORDS OF ORANGE COUNTY, CALIF. 9:05 AM FEB 5 1962 RUBY McFARLAND, County Recorder L�FREE i t - h 340 BOOK J680 PAGE 3J1 NOTICE OF NON -RESPONSIBILITY " TO WHOM IT MAY CONCERN: NOTICE IS HEREBY GIVEN that CITY OF HUNTINGTON BEACH is the owner of the following described premises, located in Orange County, State of California: Commencing at a point in the North line of the South One - Half (SZ) of the Northeast One -Quarter (NEk) of Section 14, Township 6 South, Range 11 West, S.B.B. & M., said point being 30 feet East on said North line, of the intersection of said North line with the West line of the East One -Half (E') of the Northwest One -Quarter (NWk) of the North east One -Quarter (NEk)* of Section 14, Township 6 South Range 11 West, S.B.B. & M.$ thence Easterly on said line 1844 feet, more or less to a point in the West right of way line of Huntington Beach Boulevard a State Highway thence on said ri ht of way line South 3° �9' 43" West for a distance of 593.12 eet to an angle point, thence South 250 32' 14" West for a distance of 386.94 feet to an angle point, thence South 870 57' 35" West for a distance of 595.47 feet to an angle point, thence North 700 17' 5211 West for a distance of 298.80 feet to an angle point, thence North 560 55' 53" West for a distance of 484.63 feet to an angle point, thence North 510 25' 09" West for a distance of 625.98 feet to an angle point, thence North 30 00' 55" West for a distance of 40.00 feet to an angle point in the East right of way line of Huntington Avenue, thence Northeast 208.4 feet, more or less to an angle point in said right of way line and thence Northerly 19.5 feet on said line to the point of beginning. EXCEPTING THEREFROM that portion of the South One -Half (S'k) of the Northeast One -Quarter (NEk) of Section 14, Township 6 South, Ranee 11 West. S.B.B. & M.. described as follows: Beginning at a point on the east line of said Section 14, 'said point being the Southeast corner of the Northeast One -Quarter (NEk) of the Northeast One -Quarter (NEk) of said Section 14; thence westerly on a line which as a course of South 890 43' West 480 feet to a point; thence South 0044' East 30 feet to the true point of beginning- thence continuing South 00 44' East 250 feet; thence westerly on a line which has a course of South 890 43' West 803.84 feet to a point; thence Northerly on a line which has a course of North 00 44' West 250 feet to a point - thence Easterly on a line which has a course of North 890 4�' East 803.84 feet to the true point of beginning, SUBJECT TO: (1) A non-exclusive easement for ingress and egress over the north 30 feet of the property above described; and (2) An easement for the construction and maintenance of a drainage pipeline over a strip of land 20.00 feet in width, the center line of which is described as follows: Beginning at a ppoint in the East line of the North east one - quarter of Section 14, Township 6 South, Range 11 West, S.B.B. & M., said point being located 1986.00 feet South of the Northeast corner of said Section 14; running thence West 945.00 feet along a line parallel to the North line of said Section 14; thence North 666 feet more or less along a line parallel to said East line of Section 14 to a point in the North line of the Southeast one -quarter of the Northeast one -quarter of said Section 14, the sidelines of said strip being prolonged and/or shortened to make a full 20.00 foot wide easement. �1 BOOK5680 PAGE:352 The City of Huntington Beach has obtained knowledge that work of improvement, cutting, filling and the construction of buildings upon the said property are being made; that ten (10) days have not elapsed since said City obtained this knowledge; that the City of Huntington Beach will not be responsible for said improvements, grading, filling and construction of buildings or for any material or labor used, or to be used therein, or for any alteration or repair thereof, or for any work done upon said buildings or any additions thereto, or which has been performed, furnished or used in any manner or way upon said premises, or which hereafter may be performed, furnished or used upon said premises, or for the services of any architect thereon; that RIC HARD SINCLAIR, H JACK HANNA and J. A. MINEIL COMPANY, INC., are the Lessees on said lease. Dated: April.4 , 1961. b I J ATTEST: C;Le ��Ovc--7� City erk CITY OF HUNTINGTON BEACH, L ByAll :t Mayor 2 ► +' dr ► � tea«- ► � C i BOOK5680 PAGE353 STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) PAUL C. JONES being duly sworn, deposes and says: That the above and within Notice is a true and correct copy of a notice posted in a conspicuous place on the real property described in said above Notice, in the City of Huntington Beach, County of Orange, State of California, on the 4th day of April , 19619 by William S. Lewis and that the facts stated therein are true of his own knowledge and that he is making this Affidavit for and on behalf of the City of Huntington Beach for whose protection said Notice is given. PAUL C . Jos SUBSCRIBED AND SWORN TO before me this 4th day of April , 1961. ALICE M. HAMILTON -IAA NBUC N�BU Itt a for toe County of Ofange, Stew Cl ply awniasion ' xpi'rss M&O IL 1I 08 RECORDED AT REQUEST OF CIV OF WINTINGTON BEACH IN OFFICIAL RECORDS OF ORANGE COUNTY, CALIF. 9;05 AM APR 6 1961 RUBY McFAIUAND,tounty-Recor-d6 FREE �j 3• o P T 1 0 5g7 8 P N In accordance with Paragraph )CVIof that certain Lease dated the 23th day of March, 1960, entered into by and between the City of Huntington Beach, as Lessor, and Richard Sinclair., 11. Jack Manna and J. A—Mc..Neil Company, Inc., as Lessee . s, and assi-gned to Huntington Driftwood, Inc., the Lessees and Assignee hereby exercise their option to lease from the City of Huntington Beach that certain property -described in 'Exhibit A attached hereto and incorporated herein by reference, the effective date of said lease 'being the date of this document. In Witness 'W"nereof the parties hereto have placed their hands and seals the.2nd day of, January 1962. R80ORDED-AT REQUEST OF 6" 'Or IRNT'NGTON BEACH IN OFFICINAL �RECJRDS -3, ORANGE COUNTY, CALIF. L/ 11.ti-AM JAN 17 1962 RUBY McFARLANID,Countj $5.20 APP1�OVED AND ACCEPTED: CITE' J HUNTINGTON PEAC I I by ---h—ayor by HUNT z ul N DRIFT-v16GD-- b Aj. Attes- a i. W-4" State of California SS: County of ) BOOK 918 pig 'f' 906' On thiam/ day of { zG�/G 1962, before me, a Notary Public in and for said County and ate personally.appeared P,.ichard'Sinclair and E. Jack Hanna known to me to be the persons whose names are subscribed to he within instrument and acknowledged to me that they executecYth e. Notary Public in and for said C,alrty, Fa' Sti✓e : r 1 2, Is �y''c lre.i State of California) SS: County of ) On thi l Ld day of Y c 6 , 1962, before me, a Notary Public in and for said Coinity and ate personally app ed , known to me t jbe the , and si J , Gf 1, 'M-4 - known to me to be the ' of J. A. MC NEIL COMPANY, INC., the corporation that executed the within instrument, and acknowledged to me that such -corporation executed the same. Notary Public in and for said County State` ,' State of California ) 4 % ✓' ..d RS: County of Orange ) On this / J `� day of , 1962, before me, a Notary Public in and for said County and Stdte permm y appeared '5L � vy known toa meto be the Mayor and .c , known to me to be the City Clerk of the City. of Huntington B ch, a municipal corporation that executed the within instrument, known to me to be the persons who executed the ,kthin instrument on behalf of. said municpal corporation and acknowledg: d_- toM ,.e that such muniepal corporation executed the same. Notary Public in and .for unty State 1gWS'nNTF.. DT FABIO - NOTARVt State of California ) and for the County of Orange, State of Galifotns My Commission Expires June 26, B*0 f SS: City Hall • Huntintiton Acach, cniif, County of ) On thi 1/J'T —1 day of , 1962; before me, a Notary Public in ad for said County State, pers nally appeared RICH&RD SINCIAIR known:. to me to be the President and MAR IN J. SNOW, known to be the Secretary of HUNTINGTON DRIFBTOOD, INC., the corporation that executed the withi instrument, and acknowledged to.me.that such corporation exec ted.the ante. N N6—,tjryPublic inand for said ,County -"&•.mate 1-5-62 PROPERTY ADDED TO DRIFTWOOD INN SITE BY FREEWAY RELOCATION Commencing at the southeast corner of the North one-half (N2) of the Northeast one -quarter (NE-1) of Section 14, Township 6 -- South, Range 11 West, San Bernardino Base and Meridian, thence westerly along the North line of the South one-half (S2) of said Northeast one -quarter (NE-1) 111.91 feet to a point, thence South 30-29 t -43" West for a distance of 593.12 feet to a point, thence, South 250-321-14" West for a distance of 386.94 feet to a point, said point being the true point of beginning, thence South 110-44t-36tt East for a distance of 771.48 feet to a point, thence South 780-151-24" West for a distance of 82.75 feet to a point; said point being in the Northeasterly right of way line of the Pacific Coast Highway as described in Book 455, Page 400 of Official Records, Records of Orange County, California; thence along said right of way line North 520-051-09" West for a distance of 2409.77 feet to a point in the southeasterly right of way line of Huntington Avenue, 60 feet in width as now laid out, thence along said right of way line North 370-541-51" East for a distance of 83.28 feet, thence South 30-OOt-55" East 40.00 feet to a point, thence South 510-251-09" East for a distance of 625.98 feet to a point, thence South 560-551-53't East for a distance of 484.63 feet to a point thence South 700-17t-52" East for a distance of 298.80 feet to a point, thence North 870-571-35f1 East for a distance of 595.47 feet to the point of beginning. The property described herein has been included in Exhibit 1tAtt ' of the Amendment to lease dated January 2, 1962. EXHIBIT A TO OPTION I'l 1-64 r-1 I , , S.E. COR. N 1/2, NEE 1/4 SEC.14, T6S,RIIW S. B. B. M. PLAT OF DRIFTWOOD INN LEASE -NOVEMBER 9 1961 i�IA �,/,/A :75 vl� x7f.. 01 voqo PACIFIC COAST HIGHWAY EXHIBIT A TO OPTION. 43 RECORDED AT REQUF-ST OF MTV Or HIFI.n=1 l0-kO N MON IN OFFiCiAL F;t', L)Ftt?S uF 0RANO:- COUNT-', CALIF. Pz)_.5 '.iAN 17 1962 RUBY MCFARLAND, Gounty Recorder 117)8 aooK 59'7 A PAt-:FM 0 AMENDMENT T.0 LEASE__-- y THIS AIM24ENT TO LEASE entered into this 3rd day of Janus ry 1962, by and between CITY OF.140TINGTON BEACH, a municipal corporation of the State.of California,.hereinafter referred to as, LESSOR, and RICHARD SINCLAIR, H. JACK HANNA and J. MC NEIL COMPANY, INC., hereinafter referred to as, LESSEE. WHMFAS., a lease was entered into dated the 28th day of March, 1960; and .WHEREAS, said lease was not to be effective until the 27th day of December, 1960;• and WHEREAS, certain conditions of the•lease have not been complied with due to negotiations concerning the taking or not taking of certain property by the State of California for highway purposes; and WHEREAS, Lessor and Lessee both desire,to amend this Lease, IT IS THEREFORE MUTUALLY AGREED AS FOLLOWS; 1. The legal description set forth in said lease is hereby amended to read as set forth in Exhibit ttAtt attached hereto and incorporated herein by reference as if fully set forth herein. 2. All performance agreements..set forth in said lease to be performed by•the Lessee are hereby extended to a starting date of December 275 1961, except the total term of the lease.shall continue to be fifty (50) y/ ,v a000978 �,L'E'911 years from December 27, 1960, and as provided in this Amendment. 3. Lessee agrees to forfeit any monies it has previously paid on said lease and agrees to pay a minimum rental of One Thousand Dollars ($1,000.00) a month, commencing :Japua �z 7 , 96 , and continuing for a mw4ths period of e417,?, a which time the increase in minimum rental shall apply. Lessor herenowledges receipt of the rental of '$1000.00 due on or about the 27th day of December, 1961. 4. Lessor hereby agrees that said lease maybe and it hereby approves the assignment of said lease to HUNTINGTON DRIFTWOOD, INC., a California Corporation. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year in this Amendment first above Smitten. CITY OF HUNTINGTON BEACH, municipal corpo ion of the Stgat f Cal' ornia, / R by i KiYOR LESSOR J. A. MC NEIL C%1PANY1 INC., a corporation, by YV\ �' z LESSEE 2. C40 STATEE OF QMFORNIA) BooK 5918 *.rL 912 COUNTY OF 01�ANIGET On tit LT &-day o.,: 19,152, before me, a Notary Public in and, fors An'_Stat personally a red ppea known to .me to be the Mayor. and known to me to be theACity Clerk of the —ClEy o-j,- punt ,4gton_5_Ea"cF; a municipal corporation that executed t.11he within instrument, kno,,-7n to me to be the persons who executed.the within instrument on behalf of said municipal corporation and acknowledged to me that such municipal corporation executed the same. Notary Public in and -far—sa-31,'&�-,, County and State DI FABIO . NOTARY VWL'Q Tel rjk for the County of Orange,'-s Lste"ok: C—.4I.gj'j'j& STATE OF CALIFORNIA) Jkly Commission Expires June 2i, 193 'Cali, o Cpstj Ha Huntinston Bea'Ch' COUNTY OF GRANGE On thig" day of 1962, before me, a N 0 - I- "a .'r" Y* ub I i c in and f-6—rsa-Ld Cou y and SEtate personally appeared "chard Sinclair IN and . Jown Hanna, own to me to be the persons whose names are subscribed to the within instrument and acknowledged to me that -they executed the same. v-7 Notary Public in ana:,-L"t,,'sE-i'l d. County and State J, STATZ OF CALIFORNIA) SS: COUNTY' OF On day of 1962, before me., a Notary Public, in and for Mid County and State, personally appeared known to me to be the known a to me to be the of tiie corporation that executed the within instrument on 'DeIZ�' of the corporation therein named and acknowledge, to me that such corporation executed the same. Notary Public in and f County and State BOOK 5978 PAC 13 REVISED DESCRIPTION OF DRIFTti-�OOD INN LIPASE Commencing at the southeast corner of the north one-half (N2) of the northeast one -quarter (NE&) of Section 14, Township 6 South, Range 11 West, San Bernardino Base and Meridian; thence westerly, along the north line of the south one-half (S2) of above mentioned northeast one -quarter (NE4) 111.91 feet to a point, said point being the True Point of Beginning; thence south 3029'43" west for a distance of 593.12 feet to a point; thence south 25032114" west for a distance of 386.94 feet to a point; thence south 11044'36" east for a distance of 771.48 feet to a point; thence south 78015' 24" west for a distance of 82.75 feet to a point; said point being in the northeasterly right of way line of Pacific Coast highway as described in Book 455, Page 400 of Official Records, Records of Orange County, California; thence along said northeasterly right of way line north 520 05109" west for a dis- tance of 2409.77 feet to a point in the southeasterly right of way line of Huntington Avenue, 60 feet in width as now laid out; thence along said southeasterly right of way line north 37051051" east for a dis- tance of 299.35 feet to an angle point; thence north 0017136" east along the east right of way line of Huntington Avenue, 60 feet in width as now laid out, for a distance of 20.44 feet to a point, said point being in the north line of the south one-half (S2) of the northeast one -quarter (NE4) of Section 14, Township 6 South, Range 11 West, San Bernardino Base and Meridian; thence easterly along said north line for a distance of 1844 feet, more or less to the True Point of Beginning. Excepting therefrom those portions of the south one-half (S') of the northeast one -quarter (NE,) of Section 14, Township 6 South, Range 11 West, San Bernardino Base and Meridian, described as follows: PARCEL 1: Beginning at the southwest corner of the east one-half (E2) of EXHIBIT A 1. the northwest one -quarter (NW4) of the northeast one -quarter (NEx') of fractional Section 14, Township 6 South, Range 11 West, San Bernard- � CX> ino Base and Meridian, Orange County, California; said point also lying on the center line of Huntington Avenue 60 feet in width as now laid out; thence north 89043' east, along the south line of the north one- half (N2) of the northeast one -quarter (IVB ) of said Section 14, 690.00 feet to a point, said point being the True Point of Beginning of this description; thence continuing, along said south line of the north one- half (N2) of the northeast one -quarter (NE4) of said Section 14, north 890 43' east 200.00 feet to a point; thence south 0017' east 150.00 feet to a point; thence south 89043' west 200.00 feet to a point; thence north 00 17' west 150.00 feet to the True Point of Beginning. PARCEL, 2 s An easement for ingress and egress and pipelines described as being that portion of the north 30 feet of the south one-half (S2) of the northeast one -quarter (NE -,I-) of Section 14, Township 6 South, Range 11 West, San Bernardino Base and Meridian, Orange' County, California, which lies .between the easterly Right -of -Way line of Huntington Avenue 60 feet in width as now laid out and the westerly line of previously described Parcel 1. SUBJECT TO: An easement for the construction and maintenance of a drainage pipeline over a strip of land 20.00 feet in width, the center line of which is described as follows: Beginning at a point in the east line of the northeast one - quarter (NE-j) of Section 14, Township 6 South, Range 11 ?Nest, S.B.B. & M., said point being located 1986.00 feet south of the northeast corner of said Section 14; running thence west 945.00 feet along a line parall- el to the north line of said Section 14; thence north 666 feet more or less along a line parallel to said East line of Section 14 to a point EXHIBIT A 2. aooK 5978 aL,E 915 in the north line of the southeast one -quarter (Sft) of the northeast one -quarter (NET) of said Section 11+, the sidelines of said strip be- ing prolonged and/or shortened to make a full 20.00 foot wide ' easement, The property herein leased is set forth on a map attached here- to and made a part of this lease. EXHIB IT k ASSIGNMENT TO LEASE BooK 5978 rA(:F 919. OOD California The undersigned hereby.assign to HUNTINGTON DRIFTW. , INC.. , Corporation, all of its right, title and interest in and to that certain Lease entered into the 28th day of March, 1960, by and between the CITY OF I-IUNTINGTON BEACH, and the undersigned. DATED • janua= 30 1962 'RECORDED AT REQUEST OF CFTY ^vF HUNTINOUON BEACH IN OFFICIAL RECORDS OF ORANGE COUNTY, CALIF. v 111Y-5 N JAN 17 1962 RUBY MCFARLAM, County Recorder $2.80 BY The undersigned hereby accepts the Assignment and agrees to abide by all the terms and conditions of said lease and any amendments thereto. HUNTING DQIF OOD, INC: - //%. '/;' 7I ` ✓ lJ,'i..,�ri•. pit', ��'•\` G r The undersigned hereby consents to the Assignment of saidCease and any amendments thereto-: G.tq -Clerk /' CITY OF HUNTINGTON BEACH by Mayor ... .. /� 4• .L . _L State of California )SS: County of ) aooK 597 8 w.rL VO On thia'"� day of Lu 1962, before me, a Notary Public in and for said Couno and State personally appeared Richard Sinclair and H. Jack'Hanna known to me to be the persons whose names are subscribed to the within instrument and acknowledged to me that they execute .the s 'e. L i y 1 � ' •• � , t Notary Public in and for said ,bounty:f. State., may, p�( State of California ) ,Sion er L�. n o,,. '`, +1�•" .i 0SS: County of ) " On tb �day of 1962, before me, a Notary Public in and for said Coun and State, p r�son ly a eared , known to met Pe t ,and �/�,1/%� known to me to be the / o J. A. MC NEIL COMPANY, INC., the corporation that executed the within instrument,.and acknowledged to me that s ch corporaVioneted the same. Notary Public in and for said C6i*fy,".6, State•::_^ ". :6'jih sion ' . i ; T, i State of California County of Orange ) On thisday o�,and �,qsoi 1962, before me, a Notary ublic in and for said Co al y appearedknown to me to be the Mayor and 9, known to me to be the City Clerk of the City of Huntington Beac , a municipal corporation that executed the within instrument, known to me to be the persons who executed the within instru- ment on behalf of said municipal corporation and acknowledged to me that such municipal corporation executed the same. Notary Public in and for' said-.64tinty, & 'State LRNESTINA D1 FAB:O - NOTARY State of California ) and for the County of Orange, State ul 4R., )SS: MY Commission Earpirea June -6, 1,U3 County of Sky H-11 -Huntington Bca,;h, C lM& On this day of 1962, before me, a Notary Public and in and for said Count State, personally appeared RICHARD SINCLAIR, known tome to be the President and MARTIN J. SNOW, known to be the Secretary of HUNTINGTON DRIFTWOOD, INC., the corporation that executed the within instrument, and acknowledged to me.that such corporation executed the same. Notary Public in and for sak&,,Coµn'ty, _ "State My 2. + AMENDMENT TO LEASE ! BOOK6416 FAcc717 That certain Lease entered into by and between the City of Huntington Beach, Lessor, and Richard Sinclair, H. Jack Hanna and J. A. McNeil Company, Inc., Lessee, on or about the 28th day of March, 1960, and Lessee's interest having been assigned to Huntington Driftwood, Inc., a California Corporation, is hereby amended as follows: 1. Paragraph I, entitled "TERM" on page 3 of the original Lease is hereby amended to read as follows: "Tile term of this Lease shall commence on February 1st, 1963, or the date the construction loan from Glendale Federal Savings and Lean Association is recorded, whichever event occurs first, and shall continue for fifty (50) years." 2. Paragraph III, entitled "PURPOSE OF LEASE", Subdivision "2" entitled "DIVISION INTO AREAS", on page 4, is hereby amended to read as follows: ' r} "For the most convenient and best utilization and development of said land for said purposes, it is hereby agreed that the leased premises shall be divided into certain designated areas with construction times and manner of development as hereinafter set forth; provided, however, that the total development of said area, in accordance with the plans and specifications approved by the City Council shall be completed on or before twenty-four (24) months from the commencement date of this lease, (a) 90 days or less_ Site preparation including fill. (b) 9 months or less: 86 motel rooms Golf course 80 Trailer Park Units Utility Buildings Parking and Landscaping (c) 24 months or less: i RECORDED AT REQUEST OF 71TLE IN3. & ''RUST CO, ON OFFICIAL RECORDS OF ORANGE GE COUNTY, CALIK FEB 1, Restaurant, Banquet rooms, lobby, etc. 64 Motel Rooms 80 Trailer Park Units Recreational Facilities 4-�Iotel) Driving Range 3. Paragraph V entitled 1°Rental Payments" is hereby amended to read as follows: "Lessee covenants and agrees to pay to Lessor during the term hereof, the rentals hereinafter provided. "1. MINIMUM GASH RENTAL. "(a) No rental payment until February 1st, 1963. "(b) Commencing on the 1st day of February, 1963, the minimum cash rental shall be $1000..00 per month for six (6) calendar months, including February. "(c)• $1,650.00 per month for the next eighteen (18) months; and "(d) Thereafter, $3,300.00 per month for the balance of the term of the Lease, subject, however, to the adjustment of the minimum cash rental as provided in Paragraph V 2." 4. Paragraph V 5 entitled"DEFINITION OF 'ACCOUNTING YEAR"on page 11 of said Lease is hereby amended to read as follows: "The term "accounting year" as used herein, shall mean a period of twelve (12) consecutive calendar months, the first "accounting year" commencing concurrently with the commencement date of this Lease and ending on Decnnber 31st, 1963; thereafter the "accounting year" shall be the con- secutive twelve.(12) calendar months from January 1st to December 31st, of the ensuing year.19 5„ Paragraph V 6 entitled "PAYMENT OF PERCENTAGE RENTALS" on page 11 of said Lease is hereby amended by changing the first paragraph thereof to read as follows: "Lessee covenants and agrees that on or before the 15th day of January of each year during the term hereof, it will render to the Lessor, a full and correct statement of all gross sales and gross receipts for the preceding accounting year (the first report to be filed on or before the 15th day of January, 1964), for the period commencing with the commencement of this 2. x Lease to December 31, 1963, showing-." aooK 6416 9, , IN WITNESS WHEREOF, the parties hereto have set their hands and seals this 22nd day of January , 1963. ZI E.'ayty:::alerk `r.. 3. CITY OF HUNTING'TON BEACH, a municipal corporation of the State of lifornia by Mayor LESSOR a ,7._ A.- MC NEIL COMPANY, INC, , a corporation by "a" LESS HUNTINGTON DRIFTWOOD> INC.., _a California Corporation LESS .=dS.SIq=—,_�' rrrilltill�'` i STATE OF CALIFORNIA )-SS: COUNTY OF ORANGE Z , BooK G416 PAGE 720 On this 22nd day of Jahuary , 1963, before me, a Notary Public in and for said County and State, personally appeared Robert M. Lambert known to me to be the Mayor and Paul 'Q. 'Jones known to me to be the City Clerk of the City of Huntington Beach, a municipal corporation that executed the within instrument, known to me to be the persons wao executed the within instrument on behalf of said municipal corporation and acknowledged to me that such municipal corporation executed the same. •t Notary Public in and ,':,, •... y;.�;:' on said • Coun"t',i�' .state FRNESTINA DI FABIO • NOTARY;' PWElUCr-'`;=• ' i,' In artd for the County of Orange, St�te�of{Clifbrr4 My Commission Ezpires June 26, ,tN STATE OF ALIFORNIA ) Corr Hall • Huntington Beach, C",' ,. COUNTY OF 0� 9� ) , 1963, before me, a Notary Public in and On thi44 C/_day ofL for said County and St..te, perso lly appeared Richard Sinclair and H. Jack Hanna, known to me to be the persons whose names are subscribed to the within iri'�'trr4pent and acknowledged to me that they executed the same, Notary Public in and for said'-Gcrtzizty, '& Staid STATE OF CALIFORNIA )SS; COUNT`;' OF On this. day of , 1963, befo me, a Notary Public in and for said ,Cou yr, and tat personally ap eared 4j), t, , nown to me to e the ndknown to me to be the . A. MC NEIL CO ANY, INC.., the corporation that executed the wit in instrument on behalf of the corporation and acknowledged to me';that'_ such corporation executed the same,. Notary Public in and for said .C4iinty; &: State STATE OF CALIFORNIA. ) 4,-,a? &I,t—)SSt COUNTY OFORkNOK ) On this%day ofXttate, �� 1963, before me, a N t/�'ry Public in and for said Co��jnty an / pers pally appeared 7U� 4d _known to me to be the �,2�� and%% Ly6^ v—known to me to be the �. f HUNTINGTON DR. TWOOD,- INC.,',. the corporation that executed the withinAnstrument on behalf of the corporation and acknowledged to me that such corporation executed the same. Notary Public in and for saiu,,;G'o:-nty.•&.Stoe. 4. A G R E E M E N T • w In consideration of the City Council of the City of Huntington Beach entering into an Amendment to Lease dated March 28, 1960, Lessee and Lesseets Assignee agree that all sums previously paid to the City of Huntington Beach, including the One Thousand Dollars ($1000.00) paid for the month of January, 1963, shall be retained by the City of Huntington Beach. Dated r January 22 ,1963 x:.cx iik1VN� i J.-A. MC NEIL COMPANY, INC., a corporation by ( �, LESS HUNTINGTON DRIFTWOOD, INC., a California Corporation i� LESSEE'S ASSIINEE 1, J 40 FA I 1n consideration of the City Council of the City of Huntington Beach entering into an Amendment to Tease dated 113rch 20, 1960, Lessee and Lessee's Assignee agree that all sums previously paid to the City of Huntington; Beach, including the One Thousand Dollars 01000.00) paid for the month of January, 1963, shall he retained by the City of Huntington teach. Dated: ,1963 J: A. WC IMIL CM2ANYO ANC., c� corporation by�th, A SEE California Corporation 1. r m : r L E A S E H THIS LEASE made and entered into this 28th day of March, 1960, by and AND CITY OF HUNTINGTON BEACH, ,a municipal -corporation of the State of California, hereinafter referred to as,., LESSOR RICHARD SINCLAIR , H. JACK HANNA and J , A. McItiTEIL COMPANY, INCo,. hereinafter referred to as, LESSEE W I T N E S SET Has In consideration of the rents herein reserved and of the covenants and agreements herein contained to be kept and performed by the lessee, lessor hereby leases to lessee and eo lessee leases from lessor for the purposes hereinafter set forth, the surface of the following described land, situate in the County of Orange, State of California, to wits Commencing at a point in the North line of the South One -Half (52) of the Northeast One -Quarter (NE4) of Section 14, Township 6 South Range 11 West, S.B.B. & M., said point being 36 feet East on said North line, of the intersection of said AllF P a�4 1® 13 I J J 82 PALE 20 4 North line with the West line of the East One -Half (E2) of the Northwest One -Quarter (NW4) of the North east One -Quarter (NE1) of Section 14, Township 6 South, Range 11 West, S.B.B. & M., thence Easterly on. said line 1844 feet, more or less to a point in the West right of way line of Huntington Beach Boulevard, a State Highway, thence on said right of way line South 30 29t 43" West for a distance of 593.12 feet to an angle point thence South 250 32t 14t1 West for a dis- tance of 3R..9?t feet to -an -angle point, thence South 8 0 t "' Easy for a distance of 595.1+7 feet to an angle point thence North 700 17' 52t1 West ,for a ' dis- tance of 296.80 feet to an angle point, thence North 560 551 53" hest for a distance of 484.63 feet to an. angle point, thence North 510 25t 0911 West for a dis- tance of 625.98 feet to an angle point thence North j, 30 OOt 11 astDfor a distance of 40.06 feet to an ngle point in the East right of way line of Huntington. Avenue, thence Northeast 208.4 feet, more or less to an angle point in said right of way line and thence North- erly 19.5 feet on said line to the point of beginning. EXCEPTING THEREFROM that portion of the South One - Half (SD of the Northeast One -Quarter (NE4) of Section 14, Township 6 South, Range 11 West, S.B.B. & M., de- scribed as follows: Beginning at a point on the east line of said Section 14, said point being the Southeast corner of the North- east One -Quarter (NF:) of the Northeast One -Quarter (NE') of said Section 14; thence westerly on a line which has a course of South 890 431 West 480 feet to a point; thence South 00441 East 30 feet to the true point of beginning; thence continuing South 00 44" East 250 feet; thence westerly on a line which has a course of South 890 43t West 803.84 feet .to a point; thence Northerly on a line which has a course of North 00 44' West 250 feet to a point; thence Easterly on a line which has a bourse of North 890 431 East 803.84 feet to the true point of beginning, SUBJECT TO: (1) A non-exclusive easement for ingress and egress over the north 30 feet of the property above described; and (2) An easement for the construction and main- tenance of a drainage pipeline over a strip of land 20.00 feet in width, the center line of which is described as follows: Beginning at a point in the East line of the North east one -quarter of Section 14, Township 6 South,Range 11 West, S.B.B. & M., said point being located 1986.00 2. feet South of the Northeast corner of said Section 14; running thence West 945.00 feet along a line parallel to the North line of said Section 14; thence North 666 feet more or less along a line parallel to said East line of Section 14 to a point in the North line of the Southeast one -quarter of the Northeast one -quar- ter of said Section 14, the sidelines of said strip being prolonged and/or shortened to make a full 20.00 foot wide easement. The property herein leased is set forth on a map attached hereto and made a part of this lease. This lease made for the term and subject to the coven- ants, conditions and agreements hereinafter contained. I TERM The term of this lease shall commence on the date of the execution hereof and continue for fifty (50) years,. unless sooner terminated as herein provided; provided, however, that in the event a suit is filed in a Court of competent jurisdiction. prior to the execution of this lease, by both parties, to test its validity, then the term of this lease shall commence on the sixty-first (61st) day after the decision of the Court; i.e. the day after the adjudication of the Court becomes final; provided further, however, that in the event said final adjudication by the Court shall not have been secured within eighteen (18) months of the date hereof, then this lease shall terminate; provided however, the parties by mutual consent may extend the time for final adjudication an additional six (6) months. WO INSPECTION OF PREMISES Lessee hereby acknowledges that they have viewed and are familiar with the condition of the property leased herein and lessee hereby accepts the premises in their present state and condition. 3. f NMI 5`82 FAu 20 6 , i ' r t , III PURPOSE OF LEASE 1. PURPOSE. It is understood and agreed that it is the intention of the parties and the purpose of this lease to provide for the improvement and development of said land in a high class manner and for the establishment of facilities improvements and services thereon and the operation and main- tenance thereof in a manner consistent with the highest stan- dards of development of valuable property in the beach area and for the convenience, use and enjoyment of the leased prem- ises by the public and for the general welfare of the citizens and residents of the City of Huntington Beach. Lessee hereby accepts said premises for said purposes and covenants and agrees that it will not use or cause or permit said premises, or any part thereof, to be used for any other purpose or pur- poses. 2. DIVISION INTO AREAS: For the most convenient and best utilization and development of said land for said pur- poses, it is hereby agreed that the leased premises shall be divided into certain designated areas with construction times and manner of development as hereinafter set forth; provided, however, that the total development of said area, in accord- ance with the plans and specifications approved by the City Council shall be completed on or before twenty-four (2�) months from the date hereof; (a) 90 days or less: Site preparation including fill. 4. f , , i •� � r r f I I (b) 12 months or less: (c) 24 months or less: IV r•I r ire l � I r 5 82 PACE 20 86 motel rooms Restaurant, Banquet rooms, lobby, etc. 80 Trailer Park Units Utility Buildings Parking and Landscaping 64 Motel Rooms 80 Trailer Park Units Recreational facilities (motel) Golf course and Driving Range IMPROVEMENTS TO BE CONSTRUCTED BY LESSEE 1. Lessee covenants and agrees that it will, at its sole cost and expense, within the time and in the manner here- in set forth, construct, equip and operate or cause to be con- structed, equipped and operated, as hereinafter set forth, the following improvements: IMPROVEMENTS Estimated Cost (a) Site preparation including fill $97,550.00 (b) 86 motel rooms 3087224.00 Restaurant, Banquet rooms, lobby, etc. 250,000.00 80 Trailer Park Units 66,900.00 Utility Buildings 35,000.00 Parking and Landscaping 407400.00 (c) 64 Motel Rooms 229,376.00 80 Trailer Park units 66,900.00 Recreational facilities (motel) 25,600.00 Golf Course and Driving Range 43,2�0.00 TOTAL1:;163,200.00 5. � SLr y(,6�; Q.J e.i LTlr+r IFtG'sF Ir-)7.1� ESTIMATED COST OF FURNITURE & FIXTURES 150 rooms at $900.00 $1357000.00 Restaurant and kitchen fixtures, - 50 400.00 TOTAL $185,000.00 Said furnishings, improvements and description of the busi- ness to be conducted are more specifically described in the proposal submitted by lessee, which proposal is now on file in the Office of the City Clerk of said City and by this refer- ence made a part of this lease. Lessee agrees to commence construction of the improve- ments within ninety (90) days and to diligently prosecute said work to completion. 2. DETAILED PLANS AND SPECIFICATIONS. The lessee covenants and agrees that within sixty (60) days after the execution of this lease, it will, at its own cost and expense, prepare or cause to be prepared and delivered to the lessor detailed plans and specifications for all of the buildings and improvements, including landscaping, herein required to be constructed or performed by the lessee. Before commence- ment of construction or performance of the work, the detailed plans and specifications must be approved by lessor. 3. STRICT COMPLIANCE WITH PLANS AND SPECIFICATIONS All of said buildings and improvements, including landscaping shall be constructed, equipped and performed in strict accord - ante with the detailed plans and specifications approved by lessor and within the time herein specified. 6. l 3" X5 82 FACE 209 4. EMPLOYMENT OF INSPECTOR. Lessee agrees to employ at its own expense a qualified inspector whose qualifica- tions are satisfactory to the City Engineer of the City of Huntington Beach and the Building Department of said City, who will maintain on -site inspection during the period of construction and immediately report any deviation from the plans and specifications or applicable laws to the lessor or any authority having jurisdiction. 5. CONSTRUCTION COSTS. Lessee covenants and agrees that the actual costs of the buildings, improvements and landscaping herein required to be constructed and performed by the lessee shall not be less than the estimated costs thereof, excluding architect's, engineer's, inspector's or attorney's fees or any other costs not involved in the direct construction or performance of work herein required, as sub- mitted with its bid. Immediately upon`completion, lessee shall furnish less - ,or an itemized statement of the actual costs of construction of all buildings, improvements and lancscaping work herein required of the lessee. The statement shall be subscribed and.sworn to by an authorized officer of the lessee. 6. IMPROVEMENTS TO BECOME PROPERTY OF LESSOR. .All buildings, improvements and fixtures, exclusive of trade fixtures, constructed or placed upon the leased premises by lessee must, .upon completion, be free_ and clear of all liens, claims or liability for labor or material and become the property of the landowner at the expiration of this lease, or sooner termination thereof. 7. i i 582 210, . 7. NO OTHER IMPROVEMENTS TO BE CONSTRUCTED BY LESSEE. No buildings or structures of any nature or kind other than those expressly provided for in this Paragraph IV, shall be placed or constructed in, or upon the leased premises, without the prior written approval of the lessor. V RENTAL PAYMENTS Lessee covenants and agrees to pay to lessor during the term hereof, the rentals hereinafter provided. 1. MINIMUM CASH RENTAL. (a) No minimum rental payment for the first six (6) months of the term of this lease. During said first six (6) months, possession shall be given to lessee for prepara— tory work in site preparation and other matters connected with the performance under the terms of this lease. (b) Commencing on the lst day of the seventh (7th) calendar month of the term of this lease, the minimum cash rental shall be $1,000.00 per month for six (6) calendar months. (c) $1,650.00 per month for the next eighteen (18) calendar months; and (d) Thereafter, $2,200.00 per month for the balance of the term of the lease, subject, however, to the adjustment of the minimum cash rental as provided in paragraph (V 2). v I 1 11 i. I c r:(Y C 5 82 11 2. ADJUSTMENT OF MINIMUM CASH RENTAL. It is hereby mutually agreed between the parties hereto that at least six (6) months prior to the end of the loth, 20th, 30th and 40th years of the term of this lease, unless the parties hereto agree prior thereto, each of the parties hereto shall appoint an appraiser. The appraisers sor-designated and appoint- ed shall thereupon proceed forthwith to appraise the leased premises and determine the fair market value of the land only, based upon its then highest and best use, and notify the parties hereto by registered mail of the value so determined; provided, however, that the fair market value of the land only for that portion of the demised property where there are permanent buildings or structures, shall be based upon the use then existing. It is hereby further mutually agreed that the minimum cash rental hereinabove provided shall be amended for the following ten-year period of the lease to a monthly rental equal to one-half of one percent of said appraisal in order to provide lessor with a minimum cash rental return on said land of six percent per annum of said appraisal; however, it is understood and agreed that at no time shall the minimum rental be less than the amounts set forth in sub -paragraph l (d) of Paragraph V hereof. The appraisers to be appointed hereunder must each be a member of the American Institute of Appraisers. 3. It is further understood and agreed that if the ap- praisers appointed by the parties hereto are unable, within thirty (30) days after their appointment, to agree upon the value, they shall designate a third appraiser and the three 9• appraisers so appointed shall determine the value. In the event that the appraisers appointed by the respective parties hereto are unable to agree upon a third appraiser, it is un— derstood and agreed that the third appraiser shall be appoint— ed by a court of competent jurisdiction. The expense of the appraiser hereunder shall be divided equally between the part— ies hereto. 3. PERCENTAGE RENTAL. For each "accounting year", as hereinafter defined, of the term hereof, lessee covenants and agrees to pay to lessor, at the time and in the manner herein— after provided, an amount equal to the total of the following percentages, operations, concessions, or activities conducted, on or from the leased premises to the extent that such total exceeds the minimum rental herein reserved. Businesses Conducted Hotel Rooms and Room Services Restaurant, Food and Beverages Trailer Park Rentals Golf Course Green Fees and Rentals All merchandise sales , Percentaee of the Gross 2% 1% 7% 7% 3% 1+. DEFINITION OF GROSS SALES OR GROSS RECEIPTS. The term "gross sales" or "gross receipts" upon which the percent— age rentals are to be based shall include: (a) The sale price of all goods, wares, merchan— dise or products sold on or from the leased 10. premises, whether sold by the lessee, its agents, sublessees, concessionaires, or licens- ees, or whether for cash or on credit, and in case of sales on credit, whether payment is actually made or not. (b) The charges made by the lessee, its agents, sublessees, concessionaires or licensees for the sale or rendition on or from the leased premises of services of any nature or kind whatsoever, whether for cash or on credit and in case of credit, whether payment is actually made or not. (c) All admission, entry and other fees of any nature or kind charged by lessee, its agents, sublessees, concessionaires or licensees. (d) Sums received by lessee, its agents, subless- ees, concessionaires or licensees from any coin -operated machines or devices maintained on said premises. The term "gross sales" or "gross receipts" shall not in - elude any sales or excise taxes levied by Federal, State, County or municipal governments which are paid by the consumer, or receipts for goods returned. 5. DEFINITION OF "ACCOUNTING YEAR". The term "account- ing year" as used herein, shall mean a period of twelve (12) consecutive calendar months, the first "accounting year" com- 11. {u PA mencing concurrently with the execution of this lease and. ending on December 31st, 1960; thereafter the "accounting year" shall be the consecutive twelve (12) calendar months from Jan- uary lst to December 31st, of the ensuing year. 6. PAYMENT OF PERCENTAGE RENTALS. Lessee covenants and agrees that on or before the 15th day of January of each year during the term hereof, it will render to the lessor, a full and correct statement of all gross sales and gross re- ceipts for the preceding accounting year (the first report to be filed on or before January 15, 19611 , f or the period com- mencing with execution of the lease to December 31, 1960 showing: (a) The total gross sales and gross receipts item- ized as to each of the separate categories of gross sales and gross receipts upon which the percentage rental herein reserved is based. (b) The total amount of percentage rental computed as herein provided. (c) The total rental paid by lessee during the ac- counting year. (d) The total rental due the City computed in ac- cordance with the provisions of this lease, whether minimum rental or percentage rental. If the amount of the percentage rental computed as herein provided exceeds the minimum rental herein required 12. ,Rov 5 5 82 PAcF 215 to be paid during the accounting year, lessee covenants and agrees to pay, concurrently with the rendering of such state- ment, the amount by which the percentage rental exceeds the minimum rental required to be paid, together with any mini- mum rental due and unpaid for said accounting year. 7. 'LACE OF FAYI\,IENT AND FILING. All rentals shall be payable at and all statements and reports herein required, shall be filed with the office of the City Clerk, City Hall, Huntington Beach, California. Rentals shall be made payable to the City of Huntington Beach. 8. DELINQUENT INSTALLMENTS. Any installment of rent- al which shall not be paid when due shall bear interest at the rate of 77o per annum from the day when the same is pay- able hereunder until the same shall be paid. VI RECORDS AND ACCOUNTS 1. ACCOUNTS AND RECORDS. Lessee covenants and agrees that it will, at all times during the term of this lease, keep or cause to be kept true and complete books, records and accounts of all financial transactions in the operation of all businesses, concessions, services, and activities of whatsoever nature conducted on or from said premises. The records must be supported by documents from which the origi- nal entry of the transaction was made, including sales.slips, 13. 3. INSPECTION OF RECORDS. All books, records and accounts of every kind or nature kept by the lessee, its sub- lessees, agents or employees, licensees or concessionaires relating to the operation of any business, concession, ser- vice or activity conducted on or from said premises shall, at all reasonable times, be open and made available for inspect- ion or audit by the lessor, its agents or employees, upon re- quest. 4. AUDIT. Lessor shall have the right to audit any or all such books, records and accountw for the purpose of verifying the percentage rentals required to be paid to the lessor hereunder. If such audit shall show that the percent- age rental required to be paid the lessor is greater than the amount reported or paid by lessee, lessee covenants and agrees to pay the costs of the audit; otherwise such costs shall be f, borne by the lessor. Lessor reserves the right to install. any accounting devices or machines, with or without personnel, for the purpose of accounting or audit. Vai BONDS 1. BONDS TO BE FILED. Lessee covenants and agrees that it will, within fifteen (15) calendar days after the execution of this lease by both parties, deposit with the lessor, the following bonds which have been approved by lessor: 15. BOCK cJ J 82 PAGE cash register tapes, and purchase invoices. All sales and charges shall be recorded by means of cash registers which display to the customers the amounts of the transactions and automatically issue receipts certifying the amounts recorded. The registers shall be equipped with devices which lock in sales total, transactions records, or counters which are not resettable and which shall record on tapes the transaction numbers and sales details. Cash reg- ister readings shall be recorded at the beginning of each day. Lessee covenants and agrees that it will comply with and require all of its sublessees, concessionaires, licensees, agents and employees to comply with the foregoing require- ments. 2. MONTHLY REPORTS. Lessee covenants and agrees to deliver to the lessor, not later than the 15th day of each month, a true and correct statement of all gross receipts and gross sales for the preceding calendar month, showing sepa- rately: (a) The gross sales and gross receipts from each business, concession, service or activity conductb,d on or fpom said premises (b) The total gross sales and gross receipts itemized as to each of the separate categories of gross sales and gross receipts upon which the percentage rentals herein reserved are based. 14. w arO6r 582 PAGE 218 (a) BOND FOR CONSTRUCTION OF IMPROVEMENTS. A good and sufficient corporate surety bond in favor of the City of Huntington Beach in the sum of '$l 163,200.00, conditioned that the lessee will construct and equip the buildings and improvements herein required to be constructed by the lessee, all in strict accordance with the plans and specifica- tions therefor, and within the time herein required, and to pay all costs of labor and material therefor. The bond shall remain in full force and effect until final completion of all of the buildings and improve- ments which lessee has covenanted and agreed to con- struct and until all costs therefor have been fully paid. The form of the bond and the surety shall be subject to the approval of the lessor. (b) BOND TO SECURE RENTAL. A good and sufficient corporate surety bond in the sum of"$50,000.00 con- ditioned that the lessee will pay all rentals herein provided, minimum and percentage rentals, and will. faithfully perform all of the covenants and agree- ments, other than the construction of the buildings and improvements, herein required to be kept and performed by the lessee within the time and in the manner herein provided. The form of the surety shall be subject to the approval of the lessor. The bond shall remain in full force and effect during the entire life of this lease. 16. w ,9,)e,, 5 5 82 PACE 219 2. LEASE INEFFECTIVE UNTIL BONDS FILED. This lease shall be of no force or effect and lessee shall acquire no right, title or interest in or to the lands herein described or any part thereof, or any right or privilege hereunder un- less the lessee shall have deposited the bonds herein requir- ed within the time herein specified. VIII MAINTENANCE OF LANDSCAPING AND IMPROVEMENTS 1, LESSEE TO MAINTAIN ALL LANDSCAPING, BUILDINGS AND IMPROVEMENTS. Lessee covenants and agrees that during the • k term of this lease it will, at its own cost and expense, main- tain the grounds, landscaping, and all buildings, and any other improvements of any kind or nature constructed or,in- stalled on the leased premises by the lessee, at a high stan- dard of maintenance and repair. Maintenance shall include painting. Lessee shall, at all times, keep the entire prem- ises clean, neat, safe and orderly, and free from waste, rub- bish and debris. 2. LESSOR MAY ERECT TO REPAIR AND MAINTAIN AT EXPENSE OF LESSEE. If, in the judgment of the lessor, such standards of maintenance and repair are not being maintained, it may at its option, after written notice thereof to the lessee and lessee's failure to commence in good faith to remedy the sane within the time herein provided and thereafter diligently prosecute the same to completion, elect to correct any deficiency 17. Vr ,r P-20 whether it be in reference to grounds, landscaping, building or improvements. Lessee covenants and agrees to pay to the lessor on demand any and all sums expended by it in correcting any such deficiency, together with an equal sum as liquidated damages by reason of lessee's failure to perform and keep this covenant. If, in the judgment of the lessor, the disre- pair or lack of maintenance constitutes an emergency, the notice herein provided shall be a 2�-hour notice to remedy; in all other cases it shall be a 5 day notice. 3. LESSOR'S RIGHT OF INSPECTION. Lessor reserves the right by its authorized agents, employees or representa- tives to enter the leased premises to inspect the same or any part thereof at any time and to attend or protect the less- or's interest under this lease. 4. COMPLIANCE WITH LAWS. ORDINANCES AM REGULATIONS. Lessee covenants and agrees to comply with all rules, regula- tions, statutes, ordinances and laws of the State of Califor- nia, County of Orange, the City of Huntington Beach, or any other governmental body or agency having lawful jurisdiction over the leased premises or the business, enterprises, or activities conducted thereon. W LESSEE TO PAY ALL TAXES$ UTILITIES. ETC. 1. TAXES. Lessee covenants and agrees to pay prior to delinquency, all taxes and assessments upon the possess- 18. PAGF22 4 ory interest created by this lease and on all improvements, fixtures, furniture, and other property owned by the Lessee. 2. UTILITIES. Lessee covenants and agrees to pay, prior to delinquency, all charges for sewer refuse collect- ion, water, gas, electricity and other utilities which may be used by lessee, its agents, sublessees, concessionaires, or licensees, as well as all costs and expenses incurred in the installation thereof. 3. MECHANICS LIENS. Lessee shall pay all costs of any alterations or additions to any building, structure or improvement located on the leased premises, and shall keep the leased premises and the improvements thereon free and clear of mechanics liens. Lessee shall indemnify and save the lessor harmless from any and all mechanics liens or claims of liens, costs and expense which may accrue, grow out of or be incurred by reason of or on account of such. lien or claim of lien. Lessor shall have,at all times, the right to post and keep posted on the leased premises such notices provided for under and by virtue of the laws of the State of Califor- nia for the protection of the leased premises from mechanic's liens or liens of a similar nature. X INDEMNITY .AND IITSURANCE 1. INDEMNITY. Lessor shall not be liable at any 19. Bmiw 5 5 62 r AcE 22 2 time for loss, damage or injury to the property or person of any person whomsoever at any time occasioned by or aris- ing out of any act or omission of the lessee, or of anyone holding under the lessee, or the occupancy or use of said leased premises or any part thereof by or under the lessee, or directly or indirectly from any state or condition of said premises or any part thereof during the term of this le ase�. Notwithstanding anything to the contrary herein con- tained and irrespective of any insurance carried by lessee for the benefit of lessor under the terms hereof, lessee agrees to protect, indemnify and hold lessor and said leased premises harmless from any and all damages or liabilities of whatsoever nature arising under the terms hereof or arising out of or in connection with the operation carried on by lessee or anyone holding under the lessee on, or the use or occupancy of,'the leased premises. 2. LIABILITY INSURANCE. Lessee agrees: (a) To procure and maintain a policy or poli- ties of public liability and property damage insurance in a good and solvent insurance company or companies for the benefit of lessee and the City of Huntington Beach, in amounts not less than that set forth below, and under and by the terms of which lessor is protected from and insured against any and all loss, It damage or liability of whatsoever nature aris- 20. . .. .............. ing out of or in connection with the use of or operations on the leased premises during the term hereof. The limits of liability on any policy of public liability insurance shall be not less than $100,000.00 for injury or death of one person; $500,000.00 for injury or death of more than one person, and $50,000.00 for property damage. (b) To deliver to lessor policies evidencing the insurance procured by lessee under the terms hereof, or to deliver in lieu thereof certificates of coverage from the insurance company or companies writing said policy or policies of insurance which certificates shall among other things designate the company writ- ing the same, the number, amount and provis- ions thereof. (c) To pay any and all premiums or other ex- penses arising in connection with the furnish- ing of the insurance by lessee as herein pro- vided. 3. FIRE INSURANCE. Lessee agrees to take out fire and extended coverage insurance with an( insurance carrier satisfactory to the lessor to protect from loss the interest 21. ` r �5 5 82 PAc- 224 of the lessee in any improvements or installations on the leased premises. Such insurance shall be in an amount not less than 80% of the sound and insurable value of the improve- ments. Certificates of such insurance shall be filed with the lessor and shall be satisfactory in form to the lessor. Said policies shall have a non -cancellation -without -notice clause and shall provide that copies of all cancellation no- tices shall be sent to lessor. If the lessee fails to procure or renew such insurance, lessor may, in its discretion, procure or renew such insur- ance and pay any and all premiums in connection therewith. All monies so paid by the lessor shall be repaid by the lessee to the lessor upon demand, with interest at 7% per annum from date of payment by lessor and until repaid. XI EMINENT DOMAIN OR DESTRUCTION OF PREMISES 1. EMINENT DOMAIN. If a part of the premises hereby leased shall be taken by any paramount public authority under the power of eminent domain, and a part thereof remains which is susceptible of occupation hereunder, this lease shall, as to the part so taken, terminate as of the date title shall vest in the condemnor and the rent shall be paid up to that date, and the minimum rental payable hereunder for the balance of the term of this lease for the part remaining, shall be adjusted so that the lessee shall be required to pay only such portion of such minimum rental as the value of the part 22. W remaining after the condemnation bears to the value of the entire premises at the date of condemnation. If all of the leased premises, or such part thereof be taken or condemned so that there does not remain a portion susceptible for occu- pation hereunder, this lease shall thereupon terminate. In the event that any action or proceeding is commenced for the condemnation, in the exercise of the right of eminent domain of the demised premises, or any part thereof; or if lessor is advised in writing by any government (Federa�,State or Municipal), or agency or department or bureau thereof, or any entity or body having the right or power of condemnation of its intention to condemn the whole, or any portion of the demised premises, lessee having the right of possession of the demised premises at the time thereof, or if the demised premises, or any part or portion thereof, be condemned through such action, then and in any of said events: (a) The lessor may, without any obligation or liability to lessee, and without affecting the validity and existence of this lease other thanx as in this lease expressly provided, agree to sell and/or convey to the condemnor, without first requiring that any action or proceeding be instituted, or, if such action or proceeding shall have been instituted, without requiring any trial or hearing thereof, and lessor is expressly empowered to stipulate to judgment therein, the part or portion of the demised premises sought by the condemnor, free from this lease and the rights of lessee hereunder excepting only as here- inafter in sub -paragraph (b) provided. 23. (b) Lessee shall have no claim against less- or nor be entitled to any part or portion of the amount that may be paid or awarded as a result of the sale, for the reasons as aforesaid, or condem- nation of the demised premises or any part or por- tion thereof, lessee hereby assigning, transferr- ing, and setting over unto lessor any interest, if any, which lessee would but for this provisions have in, to, upon or against the demised premises or any part or portion thereof or the amount agreed to be paid and/or awarded and paid to lessor, excepting only lessee shall be entitled to seek to recover as against the condemnor, and lessor shall have no claim therefor or thereto, for lessee's trade fix- tures, structures and improvements erected and made by lessee to or upon the portion of the demised premises so sold or condemned. 2. DESTRUCTION OF BUILDINGS OR IMPROVEMENTS. (a) PARTIAL DESTRUCTION. If there be a partial destruction of any of the buildings or improvements located on the leased premises, the lessee shall, as soon as reasonably possible, commence to repair and restore said damage and shall continue diligently to complete said repairs. Such partial destruction shall not in any way cancel or annul this lease, but lessee shall have a reduced proportionate minimum rental during the repairing period in accordance with and 24. 46 A • r r r+ R r 3 based upon the actual interference which is caused by the making of said repairs. (b) TOTAL DESTRUCTION. In the event of the total destruction of any building, structure or improve - went located on the leased premises, the lessee shall, as soon as reasonably possible commence the construction, reconstruction and restoration of said building and shall prosecute the same diligently to completion. Any such total destruction shall in no wise annul this lease except that the lessee shall be entitled to a proportionate reduction of the min- imum rental while such restoration or rebuilding is in process to the extent to which the rebuilding or reconstruction of said building, structure or im- provement shall interfere with the business carried on by lessee on said leased premises, XII ALIENATION. OR ASSIGNMENT OF RIGHTS OR INTEREST IN THE LEASF, Neither this lease nor any interest therein, whether legal or equitable, shall be awsigned or sublet, in whole or alienated, pledged, mortgaged or hypothecated, voluntarily or by operation of law, without the prior written consent of the lessor (except as provided in Paragraph No. XIII); nor shall this lease be subject to garnishment or sale under execution in any suit or proceeding which may be brought 25. C J5 5 82 FACE 228 against or by the lessee. If the lessee, without secur- ing prior written approval of the lessor, attempts to ef- fect such a transfer, assignment, sublease, mortgage, or hypothecation, or a transfer occurs by operation of law, or this lease or any interest therein is subjected to garnish- ment or sale under any execution in any suit or proceeding brought against or by the lessee, and the same is not re- leased within 15 days, or if the lessee is adjudged bankrupt or insolvent by any court or upon the lessee's making an assignment for the benefit of creditors, the lessor may, at its option forthwith terminate this lease upon written no- tice thereof to the lessee and thereupon the lessee shall have no further rights hereunder. No consent by the lessor to any assignment or hypoth- ecation of this lease or any part thereof or in the sublett- ing of said premises or any part thereof or to the granting of any concessions or licenses by the lessee shall be held to waive the covenants contained herein without the written consent of the lessor as to any further assignment or sub- letting in whole or in part of hypothecation or the granting of any further concessions or licenses. XIII HYPOTHECATION.. If lessor should give its written consent to the hy- pothecation of the lessee's interest hereunder by mortgage or trust deed, no mortgagee or trustee, nor anyone who 26. FA,C_F claims by, through, or under such mortgage or deed of trust thereof, shall by virtue thereof acquire any greater or more extended rights than the lessee under this lease and any such mortgagee or trustee and all persons who claim by, through or under such mortgage or deed of trust shall in every respect be subject. to all of the conditions, covenants and agreements of this lease and the rights, powers and privi- leges of the lessor. Each and every person acquiring title under said mortgage or deed of trust to the leasehold inter- est granted by this lease, either by foreclosure or sale under power of sale, shall expressly accept and assume all the terms, covenants, conditions and agreements of this lease, to be kept and performed by the lessee, and shall become personal- ly bound to comply therewith and perform the same. If the leasehold interest hereby created shall, with the written consent of lessor be mortgaged or conveyed by deed of trust by lessee, and if the lessor shall be notified in writing thereof and of the name and address of the mortga- gee or trustee, lessor agrees that notice of default in the performance of the covenants, conditions and agreements of this lease, of the same kind and in the same manner, and for the same length of time as are hereby required to be given the lessee, shall also be given to such mortgagee or trustee. Lessor hereby grants consent to the mortgage of or conveyance by Trust Deed of the leasehold interest hereby created upon and subject to the covenants and conditions hereafter set forth in this Paragraph No. ."III, to wit: 27. �riL� J PAGE 2 s 0 (a) That except as hereafter otherwise provided, said assignment and all rights thereunder shall be subject to each and all covenants, conditions and restrictions of this lease and to all rights and interests of lessor here- under, none of which shall be deemed waived by said consent; (b) That should there be any conflict between the provisions of this lease and of said mortgage or trust deed, the former will control. (c) That lessor shall not terminate this lease because of any defect or breach hereunder on the part of lessee, if the holder of said mortgage or trust deed, within 15 days after service of written notice from lessor of its intention to terminate this lease for such defect or breath, shall either cure such defect or breach if the same can be cured by the payment of money or if such defect or breach is not so curable and cannot be remedied within said 15 day period if the holder of said mortgage or trust deed within said period shall: 1. Commence in good faith to correct such defect or breach and thereafter diligently proceed to cure same to completion; and 2. Institute proceedings for the foreclosure of such mortgage or trust deed and thereafter diligently con- clude the same. 3. Contract in writing with and for the benefit of lessor to keep and perform and shall keep and perform all of the covenants and conditions of this lease herein provid- 28. s �5582 PAGE 231 ed to be kept and performed by lessee until such time as the leasehold hereunder shall be sold upon foreclosure pur- suant to any such mortgage or trust deed or shall be re- leased from said mortgage reconveyed under said trust deed; provided, however, that if the holder of said mortgage or trust deed shall fail or refuse to comply with any or all of the conditions of this entire paragraph then and thereupon lessor shall be relieved from the covenants of forebearance herein contained. (d) Lesseei shall furnish lessor at the time of such consent, a complete copy of such mortgage or trust deed together with the address of the holders thereof but no such assignment by trust deed or mortgage shall be valid for any purpose unless and until a complete copy shall have been furnished lessor. XIV DEFAULT AND TERMINATION OF LEASE 1. DEFAULT. Time and each of the terms, covenants and conditions hereof are expressly made the essence of this agreement. If the lessee shall fail to comply with any of the terms, covenants or conditions of this 16-ase, including the payment of the rentals herein reserved at the time and in the amounts herein required, and shall fail to remedy such default within fifteen (15) days after service of a written. 29. notice from lessor so to do if the default may be cured by the payment of money, or commence in good faith to remedy any other default within fifteen (15) days and thereafter dil- igently prosecute the same to completion, or if lessee shall abandon or vacate the leased premises, lessor may, at its option, and without prior notice or demand, terminate this lease and enter upon the leased premises and take possession thereof and remove all persons therefrom with.or without process of law. Upon such termination, lessee shall pay a sum of money equal to the amount, if any, by which tlm cash value of the rent reserved hereunder for the balance of the term exceeds the then cash value of the premises for the balance of the term.`In the' event of such termination, lessee shall have no further rights hereunder, and all improvements shall become the property of the lessor. Lessor may, at its option, elect to re-enter and take possession of said.premises and re -let said property or any part thereof for the account of the lessee, for such rent and upon such terms as shall be satisfactory to the lessor, without such re-entry working a forfeiture of the rents to be paid and the covenants to be performed by the lessee during the term of the lease. For the purpose of such re-leeting the lessor is authorized to make any repairs, changes, alterations or addit- ions in or to said premises that may be necessary or conven- ient and if a sufficient sum shall not be realized monthly from such reletting, after paying all of the costs and expenses of such repairs, changes, alterations or additions and the expense of such reletting and the collection of the rent accruing there- 30 . _11 1�.5582 PACE 233 from each month to satisfy the rental herein required to be paid by the lessee, then the lessee will satisfy and pay such deficiency each month upon demand therefor. 2. REMOVAL, OF FIXTURES. All trade fixtures, equip- ment and signs installed by the lessee and any sublessees or holders or owners of any concessions or licenses shall be and remain the property of the person, firm or corporation install- ing the same, and shall be removable at any time during the term of this lease, or within sixty (60) days after expira- tion or sooner termination hereof, provided the lessee is not then in default hereunder. The removal of such fixtures, equipment and signs shall be at lessee's expense and lessee shall repair any damage or injury to the leased premises or any building, structure or improvement located thereon occas- ioned by the installation or removal thereof. In the event this lease shall be terminated before the expiration of the term hereof by reason of a breach by the lessee of any of the terms, covenants, conditions or agreements of this lease, all such fixtures, equipment and signs then owned by lessee shall become the property of the lessor and no compensation shall be allowable or paid therefor. 3. SURRENDER OF POSSESSION UPON TERMINATION. Lessee covenants and agrees that upon the expiration or sooner termination of this lease the lessor will peaceably surrender the leased premises with all buildings and improvements, in the same condition as when received or constructed, reasonable use and wear thereof, and damage by fire, act of God, or by 31. • ' Ies ; i ' ice:::°. � � _ �cc �a82 PACE234 the elements excepted. Any improvements built, constructed or placed upon the leased premises by the lessee, or anyone holding by, under, or through it, shall remain on the leased premises and become the property of the lessor without any cost to lessor upon the termination of this lease, whether by lapse of time or by reason of default. 4. REMEDIES CUMULATIVE. The rights, powers, elections and remedies of the lessor contained in this lease shall be construed as cumulative and no one of them shall be consider- ed exclusive of the other or exclusive of any rights or remedies allowed by law, and the exercise of one or two more rights, powers, elections or remedies shall not impair or be deemed a waiver of lessor's right to exercise any other. 5. WAIVER. No delay or omission of the lessor to exercise any right or power arising from any omission,neglect or default of the lessee shall impair any such right or power or shall be construed as a waiver of any such omission, neglect or default on the part of the lessee or any acquies- ence therein. No waiver of any breach of any of the terms, •coven- ants, agreements, restrictions or conditions of this lease shall be construed as a waiver of any succeeding breach of the same or any of the terms, covenants, agreements, restrict- ions or conditions of this lease. b. HOLDING OVER. It is mutually agreed that if the lessee shall hold over after the expiration of this lease 32. ;i oY 5 82 PACE 235 for any cause, such holding over shall be deemed a tenancy from month to month only, at the same rental per month and upon the same terms, conditions and provisions of this lease, unless other terms, conditions and provisions be agreed upon in writing by the lessor and the lessee. X'V OPTION t e terms, conditions, covenants and provisions of this lease at the end of the term hereof lessee is hereby anted an optio to renew this lease for a further period f five a (5) years fr and after the expiration of the riginal term f upon the same to s and conditions as herei contained; pro- t vided, however, that the minimum rental or said five (5) year extension shall be djusted in ccordance with the pro- ,, visions of Paragraph V (2) th' lease. Written notice of lessee's intention to renew t'* lease for said five (�j) year term shall be given Lessor t least one (1) year prior to the expirati of the term of his lease. In the event that it sho d be determined by a Co t of competent jurisdiction t at the option herein granted is void or in excess of e authority of lessor to grant, then t e parties agree at the lease shall nevertheless be binding up both par *es hereto for the full term of fifty (50) years, or r 33• Boc.5582 PAIE 236 XVI LESSOR'S AGREEMENTS 1. It is the agreement of the parties hereto that as a material consideration for the lessee entering into the ex- ecution of this lease and constructing the improvements there- on, that lessor shall, on or before January lst, 1961, remove or cause to be removed, all trailers on the Municipal Trailer Park as now located.on the beach area oceanward from Highway 101 and across from the demised premiers. City agrees to use said beach property after the removal of said Municipal Trailer Park for the purpose of parking only and for such nor- mal concessions, with buildings for concessionaires, comfort stations, etc., as may be conducive to the best enjoyment and use of said beach area for the public for recreation and park purposes.and all structures constructed upon said beach area. where the Municipal Trailer Park now stands shall be in gener- al conformity and keeping and structural design as the devel- opment across the highway on the demised property. 2. In the event the trailers are not removed from tkn Municipal Trailer Park on or before the date herein specified, then lessees shall be relieved of the payment of all rental until such time as the trailers have been removed from said Municipal Trailer Park, and in addition thereto, it is hereby agreed that the lessee may bring action for a mandatory injunc- tion forcing the lessor to remove the trailers if they fail to remove said trailers on or before January 1st, 1961. 3. There is certain area between the demised prem- ises, Highway 39 and Highway 101 which is being considered by the State Highway Department for road purposes. In the event 34- 87"'11 55i32 PACE 2%3Y' 7. that said area between the demised premises and said highways shall not be acquired nor sold to the State for such purposes, then lessee shall have the right to acquire such additional land under the terms, conditions and provisions of this lease and for such additional area, the minimum rental being increas- ed prorata in accordance with the amount of surface area of the lands so added to this lease. XVII NOTICES It is mutually agreed that any notice or notices pro- vided for by this lease or by law to be given OP; served upon the lessee may be given or served by mail providing for return receipt addressed to the lessee as follows: J. A. McNeil Company, Inc., 3115 West Mission Road, Alhambra, California (Notices shall also be sent to H. Jack Hanna and Richard Sinclair at the addresses specified by them and delivered, in writing, to the City Clerk), deposited in the United States mail, or may be served person- ally upon any person hereafter authorized by it in writing to receive such notice; and that any notice or, notices provided by this lease or by law to be served upon the lessor, may be given or served by mail providing for return receipt address- ed to the lessor, as follows: City Clerk, City Hall, Huntington Beach, California deposited in the United States mail, or may be served personal- ly upon the City Clerk and that any notice or notices given 350 5582 PhGE 238 or served, as provided herein, shall be effectual and binding for all purposes. XVIII EASEMENTS, TRUSTS AND WARRANTIES 1. LEASE SUBJECT TO EASEMENTS AND TRUSTS. It is ex - expressly understood and agreed that this lease and all rights and privileges hereunder granted are subject to all easements and rights of way npw existing or heretofore granted by the lessor, in, to, under or over the leased premises for any pur- pose whatsoever. It is understood and agreed that this lease and any of the rights and privileges herein granted shall be subject to any trusts upon which said lands may be held by the lessor, and lessee covenants and agrees, any provision in this lease to the contrary notwithstanding, that it will not use or permit said premises to be used for any purpose or purposes inconsis- tent with any of the trusts upon which said lands may be held by lessor. 2. LESSOR MAKES NO WARRANTIES. In the event that this lease or any provisions thereof shall be declared null and void by a Court of competent jurisdiction, neither the lessor nor any member of the City Council or any officer,agent or employee of the lessor shall be liable to lessee or to any person holding under or through it for any loss or damage of 36. :tr 1:1., r 1i I � ♦' • ` .i:Y,ki� rrr'I I r ' tl I PACE any nature whatsoever suffered or claimed to be suffered by lessee or such person by reason of such determination. 3. Lessee assumes all risks incident to the use or occupation of the demised premises. XIX 1. It is expressly understood and agreed that lessor does not in any way nor for any purpose become a partner of lessee, or a joint venturer with the lessee. 2. INUREMENT. Each and all of the covenants, con- ditions and agreements herein contained shall, in accordance with the context, inure to the benefit of lessor and apply to and bind lessee, its respective heirs, legatees, devisees, executors, administrators, successors, assigns, sublessees, concessionaires, licensees, or any person who may come into possession or occupancy of said premises or any part thereof in any manner whatsoever. Nothing in this paragraph shall in any way alter the provisions herein contained against assign - went or subletting or the granting of licenses or concessions. 3. CAPTIONS. The captions of paragraphs of this lease are for convenience only and do not in any tray limit or amplify terms and conditions hereof. IN WITNESS WHEREOF, the City has caused its corporate name and seal to be hereunto annexed by its Mayor and attest- 37. 3 y• �� • 3 n _r r -ti'K 5 3 82 PACE 2� • � , �' 09 . . ' 1 • �� r r ed by its City Clerk, thereto duly authorized, and Lessor has.hereunto set his hand as of the day and year in this lease first a ove w itten. AtTEST.s / Cit3�erk CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California, By Mayor LESSOR J. A. McNEIL COMPANY, INC., a corporation, By ; F. BY V ' RICHARD' SINCLAIR 38. 5 82 PrE 24 ATE OF CALIFORNIA ) ss COUN OF ORANGE ) On this of , 1960 ire me, a Notary Public in an. or said Coi tate, personally appeared EARL T. IRBY, w me to be the Mayor, and JOHN L. HENRICKSEN, kno• _e to be the City Clerk of the City of Huntington ach, the icipal corporation that executed the wit instrument, kn to me to be the persons who executed e within instrument on alf of said muni- cipal core ation and acknowledged to me 3 .t such municipal corpora on executed the same. (SEAL) STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES , ) +,, , On this 2.51K, day of Mavc \ , 1960, before me, a Notary Public in and for said County and State personally, appeared RICHARD SIN.CLAIR known to me to be the person whose name is subscribed to the within instrument and acknowledged to me that he execut- ed the same. _ �i� My Conn aisioa E::i�irez Alyil 1 11196 , q •....`..,`i. 0 39• ....... .. ......... .. GM,�I,, 55$2 PACE 242 STATE OF C.ALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) On this day of MlrCk 1 1960, before me, a Notary Public, in and for said County and State, personally appeared H. JACK HANNA, known to me to be the persons whose name is subscribed to the within instrument and acknowledged to me that he exe- cuted the same. CLYDE C. CUMMINGS My Commission Expires April 1, 19.41 (SEAL) STAT1,OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES On this c day of M6CCJA , 1960, before me, a Notary Public, in and for said County and State, personally appeared J. F, M ` L Ott , known to me to be the S ecmt-arw_and W . known to me to'he the Vo-e- -Ptes1` e yj of the corporation that executed the within instrument on behalf of the corporation therein named and acknowledged to me that such corporation executed the same. CLYDE C. CUI •.,Wif 11GS My Commission Lpires April, 1. 196.t PAGE 0 3 RECORDED AT REQUEST OF GRY OF HUNIINCTOK BU014 (SEAL) IN OFFICIAL RECORDS OF ORANGE COUNTY, CALIF. M JAN 9 1961 RUBY McFARLAND, County Recorder. '40. . STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss: CITY OF HUNTINGTON BEACH ) I, PAUL C. JONES, the duly elected, qualified and acting City Clerk of the City of Huntington Beach and ex—officio Clerk of the City Council of said City, do hereby certify that the foregoing instrument is a correct copy of the original on file in this office. ATTEST: January 16, 1961 City Clerk andofficio Clerk of the City Council of the City of Huntington Beach, California. .. t/ rJ • - • ti c� PAGE 24 3 STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) On this 27th day of December, 196o, before me, C. A. BAUER, a Notary Public in and for said County and State, personally,. ap- peared ERNEST GISLER, known to me to be the Mayor, and PAUL C. JONES, known to me to be the City Clerk of the City of Hunting- ton Beach, a municipal corporation, the corporation that exe;6utT.., ed the within instrument, and acknowledged to me that they•ex `_o : ecuted said instrument.on behalf of such municipal corporation In and for the County cf Orangc, state of MY.Commission Expires Septe:T;ber G, 1' (SEAL) STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) On this 27th day of December, 1960, before me, C. A. BAUER, a Notary Public in and for said County and State, personally ap- peared EARL T. IRBY, known to me to be the former Mayor, and JOHN L. HENRICKSEN, , known to me to be the former City Clerk of the City of Huntington Beach, and the persons whose names are subscribed to the within instrument, and acknowledged to me that they executed the same. .2 • -„-Y rU_ In and for the County of orange, state of My Commission Expires September 6 1� ; (S'E L:)`." ,A, N. STATE OF CALIFORNIA ) ss COUNTY OF ORANGE ) On this 27th day of December, 1960, before me, C. A. BAUER, a Notary Public in and for said County and State, personally ap- peared RICHARD L. SINCLAIR and H. JACK HANNA, known to me to be the persons whose names are subscribed to the within instru- ment and acknowledged that they executed the same. : C. A. BAUER - PiCTA� Y PU In and for the County of Grange, State of Cc $ { A� `;'�i V* My Commission Expires Scptan,ber G, �;( )' Bank' C, nts, Huntin,gt)n Bc s Sheraton 1,n1n Putln`­B, �Ptcy- By JOANNE TAEUFFER has not paid off debts cited in The city notice of default.'to Wfship but was turned down Register Staff Writer an Aug. 17 city notice of default the partnership also said`.two ]� before the city notice of SANTA ANA—Glendale Fed- on the lease and has also failed agreements made in the last default was filed. to make mortgage payments to 'ral Savings and Loan, which year constitute unlawful sub- The privately built, 14-year- Glendale since Aug. i. leases which should'have have had old hotel will become cit holds the mortgage on Hunting- Y- A hearing on the Glendale owned in 36 ears, at the end of on Beach's Sheraton Beach council approval. Y nn, has filed suit to force oper- suits scheduled for nk a.m. One of those leases turned a 50-year agreement. Thursday in federal bankruptcy tars of the hotel into bankrupt- iSration of the hotel over to Meanwhile, the +city assigns Pe court n Santa Ana. operation ton Limited Operating the lease on the property and y and to foreclose on the prop- A city notice of default was g p g p � Y rty. presented to the limited part- Co. and another made Ten Ho- collects rent from it. The 144-room hotel, along nership on Aug. 17 listing its tels Inc., a California corpora- Glendale Federal holds a ith a mobile home park, golf failure to post a $50,000 per- tion formed in March, the ac- mortgage of more than $1 mil- urse and service station at formance bond or pay $12,200 in tual operator of the hotel. lion on the property. A second e corner of. Pacific Coast rent due the citysince 1972 and Beverly Hills realtor Lionel trust deed for more than 'ghway and Huntington Street, Fogelman, representing T e n $400,000 is held by Automation $fixes in possessory interest Hotels Inc., attempted to gain Inc., former hotel operators, on 50 acres of city owned taxes on the property. council approval of a transfer of who sold the property for $2.6 operty but is under a long- Since then Huntington Limit- the lease from the limited part- million in '1970. rm lease to Huntington Limit- ed's debts to the city and the 1 Partnership. tax collector have increased, The suit says hotel operator according to Asst. City Atty, untington Limited Partnership William Amsbary. ao-Cr 978 F Acp-916 BOCKe5978 PAGE917 5®0' Al65 0 6 0 mm SE COR. N.1/2, NE 1 /4 SEC. 14, TISS, RIIW S.B.B.M. q� y A P zz-