Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
Huntington Beach Pay N Play Associates - a general partnership between Charles L. Hohl and E. O. Rodeffer - 1982-08-02
S f & (- e S' S �' Ae'e-) r —z' 0_�� Sr- Council/Agency Meeting Held io Deferred/Continued to Approved ❑ Conditionally Approved ❑ Denied City lerk lgnatur Council Meeting Date 6/16/2008 Department ID Number ED 08-24 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO HONORABLE MAYOR AND CITY COUNCIL MEM S SUBMITTED BY PAUL EMERY, INTERIM CITY ADMINISTRATOR PREPARED BY JIM B ENGLE, DIRECTOR OF COMMUNITY SE VICrE STANLEY SMALEWITZ DIRECTOR OF ECONOMIC DES LOPMENT SUBJECT APPROVE MEMORANDUM OF TERMINATION FOR PAY N' PLAY RACQUETBALL FACILITY LEASE AGREEMENT Statement of Issue Funding Source Recommended Action Alternative Action(s) Analysis Environmental Status Attachment(s) Statement of Issue A Memorandum of Termination of Agreement for Pay N Play racquetball facility in Worthy Park Community Park No 845 is presented to City Council for approval Funding Source Not applicable Recommended Action Motion to 1 Authorize the Mayor and City Clerk to execute the Memorandum of Termination of Agreement regarding Huntington Beach Community Park No 845 and 2 Direct the City Clerk to record same Alternative Actoon(s) Do not execute Memorandum of Termination of Agreement regarding Huntington Beach Community Park No 845 Analysis Jack McCauley the current operator of the Pay N Play racquetball facility in Worthy Park has requested termination of the lease agreement and the assignment of the ground lease The city originally entered into a lease agreement in 1983 with Charles Hohl This ground lease was for a thirty-four year term with two ten-year options to renew Subsequently in April 1987 the lease was assigned to E O Rodeffer and then assigned to Jack McCauley in 1995 Since that time Mr McCauley has been operating the facility REQUEST FOR CITY COUNCIL ACTM MEETING DATE 6/16/2008 DEPARTMENT ID NUMBER ED 08-24 Over the last several years the Pay N Play racquetball concept has become functionally obsolete and is not as popular as it was in the 1980 s The facility is currently underutilized and generates only a nominal income to the lessee as well as to the city Additionally the facility is suffering from storm damage to the roof and it is not economically feasible for the lessee to rehabilitate the facility in light of the decreasing business over the last few years The city had the value of the remaining lease professionally evaluated Due to the long term of the land lease it was valued at $100 000 As a result of negotiations the lessee has agreed to terminate the lease at no charge to the city but the city will have the obligation to raze the building The estimated cost is approximately $20 000 - $30 000 In the interim the building will be locked and staff will maintain the exterior of building for esthetic purposes Staff has programmed funds for the upcoming fiscal year to provide a modular restroom at Worthy Park to take the place of the one lost in the closed racquetball facility Staff will include as part of that project the demolition of the Pay N Play building and the addition of grass and irrigation on the remainder of the site Community Services staff has begun exploring potential options for the reuse of the Pay N Play racquetball facility Such options include the possible relocation of the Huntington Beach High School skate park and the installation of a permanent restroom facility The area where the facility is located is approximately 9 800 square feet which is sufficient to allow for development of a skate park Additionally the Pay N Play site is currently equipped with utilities which would eliminate the costs of needing to run new services to an alternate location City staff has determined that the termination of the Pay N Play racquetball facility lease would better serve present-day recreational activities and current community needs Staff recommends that the City Council approve this action Strategic Plan Goal L-1 Establish the vision and create a land use plan for reuse of critical parcels so that the next phase of the community investment and improvement can begin Environmental Status Not applicable Attachment(s) 2 6/9/2008 8 19 AM REQUEST FOR CITY COUNCIL ACTH MEETING DATE 6/16/2008 DEPARTMENT ID NUMBER ED 08-24 5 1 Memorandum of Lease dated 1/18/95 — Recorded March 3 1995 6/5/2008 2 10 PM OFFICIAL BUSINESS Document entitled to free recording per Government Code Sections 6103 and 27383 RECORDING REQUESTED BY AND WHEN RECORDED MAIL. TO: City of Huntington Beach 2000 Main Street Huntington Beach, California 92648 Attn: City Clerk Recorded in Official Records, Orange County Tom Daly, Clerk -Recorder 11111111111111111111111111111111111111111111111111111111l I II I II NO FEE 2008000306629 09:24am 06/26/08 116 30 R08 8 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 pace Above 177is rine or ecor er s r1se jr This Memorandum of Termination of Agreement ("Memorandum") regarding Huntington Beach Community Park No. 845 is entered into as of •�rL�- /6 , 2008 by and between the CITY OF HUNTINGTON BEACH, a charter city ("City"), and JACK MCCAULEY, a sole proprietorship, ("Participant"). RECITALS A. Participant is the lessee of certain real property located in the City of Huntington Beach, California (the "Site"). The Site is depicted on Exhibit A and more particularly described on Exhibit B, both of which exhibits are attached hereto and incorporated herein by reference. B. The City and Participant's predecessor -in -interest to the Site, Charles Hohl, entered into that certain agreement entitled "Lease Agreement between the City of Huntington Beach and Charles Hohl" dated as of May 16, 1983. The interest in said agreement was assigned to E.O. Rodeffer and recorded on April 24, 1987 as Document No. 87-225574 ("Assignment I Lease Agreement"). Assignment I Lease Agreement is hereby incorporated by reference. Reference herein to the Assignment I Lease Agreement shall include any and all exhibits and/or attachments thereto. The interest in Assignment I Lease Agreement was again assigned to Jack McCauley and recorded on March 3, 1995 as Document No. 95-0087446 ("Assignment H Lease Agreement"). Assignment II Lease Agreement is hereby incorporated by reference. Reference herein to the Assignment II Lease Agreement shall include any and all exhibits and/or attachments thereto, (together 20122 the Lease and any amendments and assignments shall herein be referred to as `Existing Lease Agreement"). C. The City and Participant desire to enter into and record this Memorandum of Termination to restore all interest in the property to the City and clarify title to the property. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: MEMORANDUM The parties hereto agree that as of 2008, the Existing Lease Agreement is automatically terminated, canceled and voided in ifs entirety and covenants, terms and conditions set forth in the Existing Lease Agreement, except those covenants, terms and conditions that survive termination, shall be forever relinquished, released and discharged without need of further act or document. IN WITNESS WHEREOF, the parties to this Memorandum have caused this instrument to be duly executed as of the date first above written. PARTICIPANT, JACK MCCAULEY, a so e proprietorship REVIEWED PROVED: j f �� City Adminjrator CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California Mayor INITIATED AND APPROVED: Director of omic Development APPROVED AS TO FORM: City Attorney V - 20122 2 State of California County of On _,liar,' 1 71 �o a f1 before me, /leyJh le. (here insert name and title of the officer) personally appeared 0 C- 1` who proved to me on the basis of satisfactory evidence to be the erson(N whose name( (gare soscribed to the within instrument and acknowledged to me tha he~hefttrey executed the same in is �r authorized capacity(jes-).and that by i-fi7e4the+r—signature(X on the instrument the person(, or the entity on behalf of which the person) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature 61` f `� //Lcl-- KIVIN R. 601E Comml"lon 170040 Z . "� Notary Pubtle • Callporrdo Orange County CQ"WL Oat 2010 (Seal) ® a a a a a a a a e a a a a e a a 0 a a a 0 e e 0 a a a s a a a a M M a M M0aa■0aaaaa■ a a a a a a a a a a a a a a a a a a a a a a a a a a a a aI OPTIONAL INFORMATION Description or Titlef of the Attached Document: i � eo cr"C.c, , ri a�i W� 0 -r 'r Nn i V\ C' -1 ) Vt Number of Pages: Document Date: &'k IA Capacity Claimed by Signer(s): r Individual(s) ❑ Corporate Officer(s): ❑ Trustee(s) ❑ Attorney -in -Fact ❑ Partner(s) ❑ Other: CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of 6C On 'Q . C- /7 before me, Date I k Here Insert Name and Title of the Officer personally appeared Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the persono`whose name g f%,re , ubscribed to the within instrument and acknowledged to me that he executed the same in their authorized capacit les and that by-+i�thei -signature on the instrument the persor so or the entity upon behalf of which the personWacted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS y h d nd icial s al. Signature p�/� Signature of tary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: �Jcc JE /����� Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing RIGHTTHUMBPRINT OF,SIGNER Top of thumb here Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER .. of thumb here ©2007 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.Nationa)Notary.org Item #5907 Reorder: Call Toll -Free 1-8004176-6827 EXHIBIT A MAP OF SITE [behind this page] Ln CV rl - a r Y. 111G// .5 C /Ooz ,4-»z 0-5 jUN %/NG T�Al HiGh' SCE/©Oe . f'ARltfNG SU/L D/iY,- AR5W ,ter/CA AYK: TURF 1�oCLEYB�LL z�s s* ---, Azz coURrs J t ATM qb PP�DPD QED _ o�ACpUE"r$�4LL t cc, EXHIBIT B LEGAL DESCRIPTION OF SITE [behind this page] �F t , EXHIBIT "B" ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, DESCRIBED AS FOLLOWS: THAT PORTION OF PARCEL 1, AS SHOWN ON A MAP FILED IN BOOK 40, PAGE 40 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTER LINE INTERSECTION OF MAIN STREET AND UTICA AVENUE AS PER MAP OF TRACT NO. 51 FILED FOR RECORD IN BOOK 9, PAGE 49 OF MISCELLANEOUS MAPS OF SAID COUNTY, SAID INTERSECTION BEING MARKED BY A PUNCHED SPIKE AND WASHER; THENCE DUE WEST, 340.20 FEET; THENCE SOUTH 0° 01' 30" WEST* 49.35 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING; 1. SOUTH 000 01' 30" WEST, 213.17 FEE'; THENCE 2. NORTH 890 58' 30" WEST, 47.00 FEET; THENCE 3. NORTH 000 01' 30" EAST; 213.17 FEET; THENCE 4. SOUTH 890 58' 30" EAST; 47.00 FEET TO THE TRUE POINT OF BEGINNING. ATTACHMENT T t � LEASE AGREEMENT THIS AGREEMENT, made and entered into this 16th day of MayN , 198� , by and between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California, hereinafter referred to as "CITY," and CHARLES L HOHL, doing business as HUNTINGTON BEACH PAY N PLAY ASSOCIATES, (a general partnership between Charles L Hohl and E 0 Rodeffer) herein- after referred to as "TENANT " RECITALS WHEREAS, TENANT wishes to lease that certain real property I located in the County of Orange, State of California, which is a I portion of that real property commonly known as Huntington Beach Community Park No 845, bordered by Utica Avenue, Main and Seventeenth Streets, owned by the CITY, depicted on Exhibit "A", and i WHEREAS, CITY desires a racquetball facility at such location, and WHEREAS, TENANT wishes to construct and operate for a term of thirty-four (34) years, plus two (2) consecutive ten (10) year opt,ions--at---its--choice--under -the same- lease terms, su-c-h--a-- racquetball facility, NOW, THEREFORE, CITY hereby leases to TENANT, and TENANT hereby leases from CITY, on the terms and conditions set forth below, the above -described real property - 1 - C /.= u 1 IRFA-' CILUX,, The facility shall consist of ten (10) indoor racquetball courts and restrooms constructed according to plans and specifications to be approved by CITY The facility shall be% constructed and operated by TENANT at no expense to CITY, and shall be designed to promote the health and recreational enjoyment of the residents of the City of Huntington Beach, provide inexpensive public recreation, provide CITY with a reasonable income from revenues derived from the use of the facility The racquetball facility and all improvements mentioned herein shall become the property of CITY upon termination of this lease, or sooner, as provided below 2 TERM. This lease shall be for an initial term of thirty-four (34) years, beginning on execution hereof, and unless sooner terminated as hereinafter provided, expiring on August 1, 2017, with an option to TENANT to extend this lease for two (2) consecutive ten (10) year terms under the same terms and conditions herein 3 , p1,1NIM IM RENT TENANT shall pay to CITY as minimum monthly rent during the initial term hereof, the sum of Year One - the sum of five hundred dollars ($500) Year Two - the sum of six hundred sixty-six dollars ($666)- J Year Three - the sum of eight hundred thirty-three dollars ($833)2 Year Four - the sum of one thousand dollars ($1,000)Ze Year Five - the sum of one thousand dollars ($1,000)9'" The rent shall be paid in advance on or before the first day of each calendar month - 2 - a 4 ADDITIONAL RENT, A Commencing with the fifth year of the term hereof and in each year thereafter, the annual rent shall be increased by an am%unt equal to eight percent (8%) of the tenants gross receipts for each such year which receipts are in excess of the amount of such receipts for the previous year Such increased rents shall be in addition to the minimum rent which shall not be reduced during the term hereof irrespective of the amount of the tenants gross receipts B As additional rent, TENANT agrees to provide court space at no charge to Huntington Beach School District students for conducting registered physical education racquetball classes during regular school days and hours Classes will be taught by a qualified instructor on the Huntington Beach School District faculty TENANT will provide up to seven (7) courts during regular school days and hours from 7 30 a m to 12 30 p m No courts will be available to Huntington Beach School District students on non -school days, nor after 12 30 p m Any abuse of the program mentioned in this paragraph may result in its being discontinued at TENANT'S option for good cause Estimated value of this additional rent is $875 00 per week, which will be credited against CITY use of Huntington Beach Union High School Distr�ictathle — c face ides C As further additional rent, if and when the racquetball center is sold by TENANT, the initial cost of the racquetball center will first be subtracted from the sale price - 3 - and the remainder will be treated as profit for which the CITY i will be paid ten percent (10%) of such profit 5 CONSTRUCTION. N A TENANT shall prepare, at TENANT'S expense, all plans and specifications relating to the construction of the racquetball facility and any other improvements to be made on the premises, excluding landscaping B TENANT shall obtain CITY'S written approval for such plans and specifications mentioned above, prior to the commencement of any construction pursuant hereto C TENANT shall further provide CITY with audited financial statements and/or other financial evidence as may be reasonably required by CITY to establish that TENANT will have adequate funding and financial resources, including reasonable contingency reserves, for the construction and operation of the said racquetball facility D TENANT shall pay costs of construction of any and all improvements, including, but not limited to, the cost of all plans, specifications, insurance, bonds, labor and materials Additionally, any and all contracts entered into by TENANT relating to the racquetball facility or any other improvements hereunder, shall contain the following clause "phi agr�enre�t sh�� in no way bind the City -- of Huntington Beach, its officers, agents or employees, and under no circumstances shall the City of Huntington Beach or any of its - 4 - officers, agents or employees be obligated for any costs or expenses whatsoever under this agreement, or which are in any manner % connected with the subject matter of this agreement " E TENANT shall at all times hereunder keep the premises, including the interest of TENANT under this lease, free and clear of any and all mechanic's liens, and further agrees to defend and indemnify CITY on any claim or action brought pursuant to such lien F No construction hereunder shall be commenced until CITY has been provided with written confirmation that the requirements of subparagraphs A, B, C and D of this paragraph have been satisfied by TENANT G CITY agrees that TENANT shall be entitled to place a CITY -approved sign on at least one major public road, street or highway, to advertise the existence and location of the PAY N PLAY RACQUETBALL CENTER Such sign shall comply with the appli- cable provisions of the Huntington Beach Municipal Code, and the costs connected with such sign shall be paid by TENANT H TENANT shall cause construction of the facility hereunder to be commenced within ninety (90) days, and diligently ^a m-p-.--e to—such—eon-st-rr-uet-i-o n---T-EN-AN-T---comae na-mt-s—t-hat t-h-e—racquet - ball facility shall be completed not later than nine (9) months from the commencement of the term hereof, except where delay is caused by acts of God, shortage or unavailability of necessary - 5 - M } materials, supplies or reasonable substitutes thereof, or other conditions which are beyond the control of TENANT 6 TREE REIMBURSEMENT. TENANT agrees to reimburse CITY for all cysts in planting no more than ten (10) trees adjacent to the racquetball center 7 5ECURITX OF PREMISES. TENANT shall provide at its sole cost security of the facility to the express satisfaction of CITY 8 APPRQVAL QF CONDITION QF PREMISES. TENANT hereby acknowledges that he has inspected the demised premises prior to the execution of this lease, and hereby approves of its condition 9 ALTERATIQNS. Following construction of the racquetball facility as provided in paragraph 6, TENANT shall not make any alterations to the premises without CITY'S prior written consent, provided, however, that TENANT is authorized to make minor, nonstructural alterations without such consent All improvements and alterations made hereunder shall remain a part of the real property and be surrendered with the premises upon expiration or termination of this lease 10 M}1INTENANCE TENANT, at its expense, shall keep and maintain the demised premises, its appurtenances, and every part -her-eo-f i-n goad—a-n-d—s-wi-t-a r y--o-rd a-r- c—c-ond i-ty-o n --and--r ep aZ-r _— subject to normal wear and tear, except for all landscaping on the premises which shall be maintained by CITY at no cost to TENANT 11 REQEERTY TAXES. TENANT shall pay, before delinquency, all real and/or personal property taxes, general and/or special assessments levied and assessed against the improvements only, and all Taxes, assessments, license fees and other charges that are levied and assessed against TENANT'S personal property installed or located in or on the premises during the term of this lease On demand by CITY, TENANT shall furnish CITY with evidence of such payments 12 UTILIT„JE. TENANT shall pay for all utilities, including but not limited to, water, gas, heat, light, power, telephone service, and all other services and utilities including meters supplied by CITY and utility companies supplied by CITY to the demised premises CITY provided services shall be granted to TENANT at the same rates as any other user of such services in the area of the leased property 13 INURANQLAND HOLD HARMLESS Except as provided below, TENANT shall comply with the requirements set forth in City of Huntington Beach Resolution No 4337 including the hold harmless and additional insured provisions therein, a copy of which is attached hereto as Exhibit "B" Such compliance shall be evidenced by TENANT in the form of a certificate of insurance to be provided by CITY -- —14 burin g -the— term of this lease and any renewal thereof, and specifically during the period of construction of the racquetball facility, TENANT agrees to maintain in force, at TENANT'S sole cost and - 7 - 0 f R a � l expense, fire insurance with extended coverage, including coverage for damage caused by vandalism and malicious mischief on the racquetball facility and on any and all personal property eonnecte (b therewith Such insurance policy shall be issued in the names of both CITY and TENANT as their interests shall appear Coverage of such insurance shall be equal to at least 80% of the full insurable value Proceeds of any insurance shall be used for the repair or rebuilding of any damages insured against, provided that if TENANT elects not to make such repairs or reconstruction, the proceeds shall be payable to CITY TENANT shall provide, throughout the term of this lease or any extension thereof, public liability and property damage insurance with such companies and in such amounts as may reason- ably be required by CITY The initial policy limits shall be for not less than five hundred thousand dollars ($500,000) for injury to one person, one million dollars ($1,000,000) for injuries to more than one person, and property damage limits of not less than three hundred thousand dollars ($300,000) 15 USE• TENANT shall use the demised premises solely for a public racquetball facility, and for incidental uses reasonably related thereto, including the sale of food and nonalcoholic beverages from vending equipment TENANT shall at all times -^-pEra�e—thy—r-acq�zE�-ba1�---�'aril-ity�-n—a--ee�ame�e3a1-1�-�$u-nd�nanr�er and shall employ his best efforts to maximize the gross income The premises shall, at all times, be used in compliance with all federal, state, county and city laws, ordinances, rules and A regulations The racquetball facility shall be open to the public (subject to any admission charges and other commercially reasonable and uniformly applied rules) and TENANT shall not i 1 discriminate against any person on the basis of race, creed, religion, color, national origin or sex TENANT shall use the premises so as to cause a minimum of noise and/or other incon- venience to the neighboring residents, and in this regard, TENANT shall cooperate with CITY at all times to implement any reason- able recommendations by CITY with regard to the operations of the racquetball facility 16 INSPECTION. TENANT shall permit CITY and its agents to enter into and upon the demised premises at all reasonable times for the purpose of inspecting the same 17 pMIiGE OR DESTRUCTION If during the term of this lease any building or permanent improvement at any time erected on the demised premises shall be partially destroyed by fire or other hazard, contingency, casualty, including but not limited to earthquake►, or other cause or risk, including any destruction required by any authorized public authority, and excluding any damage or destruction resulting from TENANT'S act, use or occu- pation, or if said building or permanent improvements are declared unsafe or unfit for occupation, or if said building or ——-pe�matzent im-Frrov-emerrLs—are de��a�ed�znsa-fe or—unizt-�`or occupancy by any authorized public authority for any reason other than TENANT'S acts, use or occupation, and whether or not such destruction or damage is covered by insurance, this lease will t 12 terminate Notwithstanding the above, TENANT shall have the option to repair or rebuild the premises, at his own expense, in which event this lease shall not terminate In the event TENANT elects 0 so repair or rebuild the premises, the proceeds of any insurance payable as a result of such destruction shall be applied to the cost of reconstruction or repair 18 T_,ERM NATI N ,�Y QIJY In the event of any of the following defaults by TENANT, CITY may, at its option, terminate this lease A The failure of TENANT to pay rent or make any other payment required to be made by the TENANT hereunder, where such failure continues for thirty (30) days after written notice thereof by CITY to TENANT, B The failure of TENANT to observe or perform any other provisions of this lease which are to be performed by TENANT, provided that TENANT has not cured such default within thirty (30) days after written notice thereof by CITY to TENANT, PC Should TENANT file a petition of bankruptcy, or become a party to such a proceeding as the debtor, TENANT shall affirm or reject this lease not later than sixty (60) days from the filing of the petition in bankruptcy or other commencement of the proceedings, and the failure to affirm this lease within such r-i-od- s ha-1-1--be--de e m-e d—a—r e-je-ctlorr--oft h-i- s-1-e-a-s-e--- In suc h event, this lease shall automatically terminate, and the premises shall be immediately surrendered to CITY along with all improve- ments thereon, - 10 - D In the event of a default by TENANT permitting CITY to terminate this lease, CITY, in addition to all other rights or remedies it may have, shall have the immediate right of re-entry Nand may remove all persons and property from the premises, such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of TENANT Should CITY at any time terminate this lease for any breach, in addition to all other remedies CITY may have, CITY may recover from TENANT all damages it may incur by reason of such breach 19 TERNINATION BY TEHAiT TENANT shall have the option to terminate this lease under the following conditions, upon thirty (30) days written notice to CITY A Upon destruction of the premises and the improve- ments thereon to an extent that TENANT deems it impractial or inadvisable to repair and reconstruct such destruction and damage In such event, TENANT shall return the land to its original state prior to construction at TENANT'S sole cost and expense, and proceeds of all insurance on property that would have reverted to CITY at termination of the lease shall be paid to CITY, B Upon the condemnation of the leased premises or any--gart-theT�eol--pr- vrde-ct—that t-h-e r�maaning portion of- -tfFe-- premises and improvements thereon are rendered unsuitable for TENANT'S continued use of the premises, C At any time during the initial one hundred eighty 11 (180) days of this lease if (1) TENANT reasonably determines that he is unable to obtain financing necessary to permit the construction and operation of the proposed racquetball facility, or (2) Nif TENANT is prevented or reasonably hindered in commencing the construction of the proposed racquetball facility by act of God or the elements, shortage or unavailability of necessary materials, supplies, or labor or reasonable substitutes thereof, or applicable governmental regulations or restrictions 20 ATTORNEX'5 „,EEC Should any litigation arise concerning the rights and liabilities of the parties to this lease, the prevailing party shall be entitled to an award of reasonable attorney's fees 21 AS51QNMENT. TENANT shall not voluntarily assign or encumber his interest in this lease or in the premises, or sub- lease all or any part of the premises, allow any other person or entity to occupy or use all or any part of the premises, without first obtaining CITY'S written consent, any of which will not be unreasonably withheld Consent by CITY to assignment shall release TENANT from liability for continued performance of terms and conditions of this lease Assignment, encumbrance or sub- lease without CITY'S consent shall be voidable and at CITY'S election shall constitute a default No consent to any assign- - - —n-ent�rvcumbrairce or --sublease s a constitute amour der waiver of the provisions of this paragraph 22 JdAI„VE QF DBEACH. The waiver by CITY or TENANT of any breach of the other party of any term, covenant, or condition - 12 - contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition herein contained 23'% HOLDING QUE If TENANT, with CITY'S consent, express or implied, remains in possession of the premises after expiration or termination of this lease, or any extensions thereof, such possession by TENANT shall be deemed to be month -to -month tenancy terminable on thr�ity (30) days notice given at any time by either party All provisions of this lease except those pertaining to term and option to extend shall apply to the month -to -month tenancy 24 NOTICES. All notices permitted or required under this lease shall be in writing, and shall be delivered to the applicable party specified below, or at such other address as the respective party may provide in writing for this purpose CITY City of Huntington Beach Dept of Community Services 2000 Main Street Huntington Beach, CA 92648 TENANT Huntington Beach Pay N Play Associates 14731 Golden West Street Westminster, CA 92683 Such notice shall be deemed made hen—per-sonall-y—deli-v-er-ed—or-- when mailed, 48 hours after deposit in the United States mail, registered or certified postage prepaid, and addressed to the party as provided above - 13 - t i 25 EXUBE WEEM NT This lease contains the entire agreement of the parties, and supersedes all prior negotiations or understandings whether written or oral This agreement may only be Abended or modified by written agreement executed by both parties 26 J ,Sl.E ESSENCE Time is of the essence of each and every provision of this lease 27 SURfiEN,ER_OF PREM15ES On expiration of this lease, TENANT shall surrender to CITY the premises and all improvements thereon whose title shall then vest in CITY, in good condition, reasonable wear and tear excepted TENANT shall remove its personal property within a reasonable time thereafter IN WITNESS WHEREOF, the parties hereto have caused this lease to be executed by and through their authorized officers the day, month and year first above written TENANT CHARLES L HOHL, ABA HUNTINGTON BEACH PAY N PLAN ASSOCIATES / Charles L- Hohl,'President CITY OF HUNTINGTON BEACH, a municipal corporation Mayo ATTEST APPROVED AS TO FORM City Clerk 5/1711 R City Attorney "rE REVIEWED APPROVED City Administrator TE kdl 4/19/83 1//Gf/ ScyodC F/ELD., 2qp / H w rAi 116IN71- NG ToAv BEACH HIGH scvooe i'ARX/NG Af'EA -k- i BU/LD//Vr; GAr� Ur/,-,4 Avg TvRFYoCLEY,B�LG 2 s'� LB�1S�S'ETBQLL COURTS �-A loy s AREA f'ROPOsEO RACQvEr�u COU�4'TS �i 4 C EXHIBIT "B" RESQLUTION NO 4337 A 'fESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH ESTABLISHING A MINIMUM LIABILITY INSURANCE LIMIT WHEREAS, there are persons engaged in various activities in the city which subject the city to possible liability for damage to property and injury to persons, and For the protection of the public health, safety and wel- fare, the city requires such persons to maintain insurance naming the city additional insured, and The city desires to establish uniform minimum 3Aability limits for all such persons engaged in said various activities who are required by ordinance, resolution or otherwise to provide such liability insurance, NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Huntington Beach that the minimum liability limits shall be as follows 1 Comhined Single Limit Bodily Injury and/or Property Damage including Products Liability $300,000 combined limit per occurrence, except as otherwise provided by ordinance or contract 2 Additional Insured Endorsement The insured agrees that the City of Huntington Beach City Council, and/or all City Council appointed groups, committees, commissions, boards and any other City Council appointed body, and/or elective and appointive officers, servants or employees of the City of — — 1 untington—Beadwhen act ng as sucfia aredIt nal assureds hereunder 3 Any person engaging in any activity determined by ordinance, resolution or the City Administrator to subject the city to a possibility of liability shall provide the city with a certificate of insurance containing the additional insured endorsement and the hold harmless agreement 5 4 Hold Harmless Agreement The insured agrees to protect, defend, indemnify and save harmless the City of Huntington Beach against loss, damage or expense by reason of any suits, claims, demands, judgments and causes of action caused by insured, his employees, agents or any subcontractor, arising out of or in consequence of the performance of all or any operations covered by the certificate of insurance, and such insurance shall be primary to any insurance of the city Resolution No 4013 and all other resolutions in conflict herewith are hereby repealed PASSED AND ADOPTED by the City Council of the City of Huntington Beach at an adjourned regular meeting thereof held on the 6th day of October, 1976. ATTEST -4L .077 y I. City Clerk APPROVED AS TO CONTENT 2 L A ng City Adminstrator DEPARTMENT 2 i APPROVED AS TO FORM FISCAL IMPACT FISCAL IMPACT C1'nGETED T-BUDGET-EO REQUIRES FINANCIAL IMPACT RE°ORT.._.. 0"I y y SrACE of CALIFORNIA ) COUNTY OF ORANGE0101, ) ,� CITY OF HUNTINGTON BEACH ) IN I, ALICIA M WENTWORTH, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the Whole number of members of the City Council of the City of Huntington Beach is seven, that the foregoing resolution was passed and adopted by the affirmative vote of more than a majority of all the members of said City Council at a regular adjourned,e meeting thereof held on the 6th ® day of October I , 19 76�, by the following vote AYES Councilmen Bartlett, Coen, Gibbs, Siebert, Shenkman, Wieder NOES Councilmen None ABSENT Councilmen Pattinsou u az � �%' J.,�-� City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California ATTACHMENT CEM 3ORC�OFFICIAL RECO Ia Q_'7 _2 2 C c '+ OF ORANGE COUNTY CALIF Ip Recorctin Requested b and ,�Av pPR 24,87 JI�9 q Y .3 34 When Recorded Return to COUNTY ���� OFFICE OF T1,E CITY CLERK Q RECORDER y J1V 2M0 9AIN STREET PU11TI ^1;T011 WCF' , CA 926a3 This document is solely for the 0 official business of the City io of-11thatingten Beach, ah contem- plated under Government Code Sea. 6103 and should be recorded ASSIGNMEN1 OF LEASE free of charged TBI ASSIGNMENT OF LEASE, dated this 3_1_._. day of zj,_, 1.98.6, by and among THL CITY OF HUNTINGTON BEACH, a municipal corporation (the 'Lessor'), HUNTINGTON BEACH PAY N PLAY" ASSOCIATES, a California general partnership, and PAY N PLAY RACQUETBALL OF AMERICA ASSOCIATES, a California limited partnership, (the "Assignee') RECITALS A On May 16, 1983, Lessor and Assignor entered into a Lease Agreement (the 'Lease ) wherein Lessor demised to Assignor a certain portion of the parcel of real property situated in the City of Huntington Beach, County of Orange, State of California, legally described on Exhibit A attached hereto The leased premises (the "Leased Premises') are more fully described and delineated in the Lease which is hereby incorporated by reference as though fully set forth herein B Lessor currently holds the fee title to the Leased Premises and consequently the Lessor's interest in the Lease C; Assignor has agreed to assign to Assignee all of its right, title and interest in and to the Leased Premises under the Lease D Section 13 of the Lease prohibits such assignment without the Lessor's prior written consent In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, the parties agree and declare as follows WPN 2454U 12/15/86 ASSIGNMENT OF LEASE 1 Assignment Assignor hereby assigns, transfers and conveys to Assignee all of its right, title and interest as tenant under the Lease This Assignment shall be effective as of the date this Assignment is filed for record (the "Assignment Date") 2 Acceptance of Assignment Assignee does hereby accept the foregoing Assignment and agrees to assume, perform and be bound by all of the terms, covenants and conditions contained in the Lease on the part of tenant therein to be kept and performed, to all intents and purposes as though Assignee were the original tenant thereunder 3 Assignor Remains Liable Nothing contained herein shall be construed as relieving Assignor from liability under the Lease, and Assignor hereby agrees that it shall remain jointly and severally liable, together with Assignee, for the performance of all of the terms, conditions and covenants contained in the Lease 4 Indemnification of Assignee Assignor agrees to indemnify, defend and hold Assignee harmless from and against any and all losses, claims, liabilities, costs and expenses, including but not limited to, attorneys fees, arising as a result of any act or omission by or on behalf of Assianor from or in connection with the Lease or the Leased Premises, occurring prior to the Assignment Date 5 Indemnification of Assignor Assignee agrees to indemnify, defend and hold Assignor harmless from and against any and all losses, claims, liabilities, costs and expenses, including but not limited to, attorneys` fees, arising as a result of any act or omission by or on behalf of Assignee from or in connection with the Lease on the Leased Premises, occurring on or after the Assignment Date 2 ( _ r IN WITNE S WHEREOF the rties have executed this document at pa ? California, as of the date first above wrA ten HUNTINGTON BEACH PAY N PLAY ASSOCIATES, a California general partnership, Assignor By �iI lt/tA6 k Charles Lorne Hohl, General Partner BY — --- -- E O Rod fer, General Partner PAY N PLAY RACQUETBALL OF AMERICA ASSOCIATES, a California limited partnership, Assignee By PAY N PLAY RACQUETBALL OF AMERICA, INC , a California corporation, General Partner a By Charles L Hohl, Pre zdent 3 CONSENT TO ASSIGNMENT Lessor does hereby consent to the assignment by Assignor of its interest in the Lease to Assignee and agrees to recognize Assignee as tenant under the Lease for all intents and purposes as though Assignee were the original tenant thereunder This consent shall not be construed as a waiver of the restrictions contained in the Lease, if any, regarding further assignments or subleases Effective as of the Assignment Date, all future notices or communications permitted or required under the Lease shall be sent to Assignee as follows Pay N Play Racquetball of America Associates 14731 Goldenwest Street Westminster, CA 92683 Attention President with a copy to the attention of the General Counsel at the same address ATIEST City Clerk C Y OF iNTINGTON BEACH, uocOr n,F Le rto Tit 4 STATE OF CALIFORNIA ) SS COUNTY OF ) On Au,4.t , 3 f , undersigned, a Notary Pu lic in a personp-lly apWared . QJ 1984', before me, the 2� for sand-4tate, personally known/6 me or proved to me on the basis of satisfactory evidence to be the person(s) who executed the within instrument on behalf of HUNTINGTON BEACH PAY N PLAY ASSOCIATES, a California general partnership, and acknowledged to me that said partnership executed the same WITNESS my hand and o icial seal Not Public in and for said State [Seal] OFFICIAL SE]1987 WINIFRED M LA LO NOTARY PUBLIC CALIF ORANGE COUNTY MY comm expires MAR WINIFRED M LA LONDE 5 STATE OF CALIFORNIA ) ) SS COUNTY OFA4x-41--) On /(cP���. a�� 3 198 �-/ before me, the undersigned, a cNotary Pu��in ea/ an for said State, personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) who executed the within instrument on behalf of PAY N PLAY RACQUETBALL OF AMEERICA ASSOCIATES, d California limited partnership, and acknowledged to me that said partnership executed the same WITNESS my hand and q�Eficial seal [Seall OFFICIAL SEAL WNIFRED M to IONDE FNMYTIARY PUBLIC CAUFORNIA ORANGE COUNTY comm expires MAR 26 I987 otar,� Public in and for said State WINIFRED M LA LONDE N. LO N co ScyaDL A`/EL 0 zoo ,+ �J u ;�INTim5 ToAl BEACH �P,4 RA"' OrICA Ay£ 2�45XEr�lL CaU�rs • �q o JV t � /9RE.9 �f�af'a.SED RAC4U£rf�4LL CDU�rS f'ARXliYC SVIZ D/Nr; AR£14 6'Ar,-- S ` TURF 1�oCLEyB�LL 0 CITY F HUNTIN EACH INTER DEPARTMENT COMMUNICATION J� HUNTINGTON BEACH To CONNIE BROCKWAY From TED ENDRES Deputy City Clerk Deputy City Attorney Subject May 6, 1983 Lease Date May 15, 1987 The City's consent to the assignment of the May 6, 1983 Pay-N-Play lease does not need to be rerecorded GAIL HUTTON City Attorney By TED ENDRES Deputy City Attorney ATTACHMENT #4 )rl3 "4J fET!)M Eff U-sr rG,v No I TM2 USURP ~, i-,anN WHEN RECORDED MAIL TO City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 DOCUMENTARY TRANSFEER TAX $ YTr' Computed on the consideration or value o of conveyed O._,-MAR-1995 10:01 AM rrj firarij In Uiilr Z3i �'%fQrnti of Ord,3e Cou i'LY, C-ahlorria C-ry C bra—ille item-I.a`ar,'Er F 3F 1 cif z Fir=, s ivf T 3 s 0 011 ABOVE TH15 UNE FOH fiEC:OHUEH S U5E Computed on the consideration or value less liens or encumbrances the undersigned remaining at time of sale Signature of Dectarant or Agent determining tax — Firm Name ASSIGNMENT OF GROUND LEASE THIS ASSIGNMENT OF GROUND LEASE is executed to be effective as Of SA^'4°1/�I 199 5 by PHYLLIS M RODgFFEA, AS Co -TRUSTEE _ of the E O Rodef f er and P . X Rodef f er Revocable Trust, dated April 30, 1990 ( "Assignor") and JACK McCAULEY, a married man, as his sole and separate property, ("Assignee") 1 Assignor is the Lessee under a Ground Lease dated May 16, 1983 between Assignor and City of Huntington Beach The real property which is the sub3ect of the Ground Lease is located in the County of Orange, State of California, and is described as That portion of Parcel 1, as shown on a Map filed in Book 40, Page 40 of Parcel Maps, being more fully described in the attached Exhibit "B", made a part hereof, consisting of one page FOR BALANCE OF TERMS AND CONDITIONS OF THIS ASSIGNMENT REFER TO EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF ATTEST City Clerk — "Assignor" E O and P.M Rodeffer Revocable Trust at�d ApJril 1990 APPROVED AS TO FORM "Assignee" City Attorney `-,'} Jac McCauley THE FOREGOING IS ACTED BY THE CITY OF HUNTINGT'ON BEACH, MASTER LESSOR City of 71ez ton Beach by C�L by CItQ tzk Exhibit "A" Addendum to that certain document dated !1994, by and between Phyllis M Rodeffer, Trustee of the E O and P M Rodeffer Revocable Trust dated April 30, 1990, ("Assignor"), and Jack McCauley ("Assignees") 2. For a valuable consideration, Assignor hereby Assigns to Assignees all of their rights, title and interest in and to the Ground Leases and the Real Property described above. 3. Assignees hereby accepts the Assignment and assumes and agrees to be bound by all of the terms of the Ground Lease This Assignment is executed to be effective as of the date first written above "Assignor" E O and P M Rodeffer Revocable Tru ed Apr1 30, 1990 Phyllis M R64eff4r Trustee "Assignee" ��� � r5�-� 1 i Jack McCauley FOREGOING IS ACCEPM BY THE CITY OF HUNrINGMN BEACH, MASTER LESSOR City of Amitington Beach 0 0 i - - ------------ --- State of California County of Orange On Jan 26, 1995 before me Wi nir d M. La T ande DATE NAME TITLE OF OFFICER E G JANE DOE NOTARY PUBLIC personally appeared Jack McCauley NAME(S) OF SIGNER(S) E3personally known tome -OR [:]proved tome on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and ac knowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s),063ed executed the instrument OFFICIAL NOTARY SEAL wlnl' ��n M LA LONDE ONV MNotary -1 ,bar — ^?llfnrnla ORANC E r'( Uti'Y Comm Expires AR 26 1995 THIS CERTIFICATE MUST BE ATTACHED TO rHE DOCUMENT DESCRIBED AT RIGHT tugh the data requested here Is not required by law Ad prevent fraudulent reattachment of this form my hand and official ® OPTIONAL SECTION CAPACITY CLAIMED BY SIGNER Though statute does not require the Notary to fill In the data below doing so may prove Invaluable to persons relying on the document ❑ INDIVIDUAL ❑ CORPORATE OFFICER(S) TITLE(S) PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY IN FACT ❑ TRUSTEE(S) [� GUARDIAN/CONSERVATOR OTHER SIGNER IS REPRESENTING NAME OF PERSON(S) OR ENTITY(IES) SIGNATURE OF NOTARY 'WINIERED P4 LAI LONUt OPTIONAL SECTION TITLE OR TYPE OF DOCUMENT Assignment of Ground Lease NUMBER OF PAGES 4 DATE OF DOCUMENT T_ anrlarV 18 1995 SIGNER(S) OTHER THAN NAMED ABOVE Hutton Mr.Catil Py, Rnrlef fps 01993 NATIONAL NOTARY ASSOCIATION 8236 Remmet Ave P 0 Box 7184 Canoga Park CA 91309 7184 STATE OF CALIFORNIA COUNTY OF Orange }ss } } On December 21, 1994 before me, Winifred M La Londe personally appeared Phyllis M Rodeffer, Co -Trustee personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose names is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures on the instrument the person(s) or the entity upon behalf of which the persons acted, e;�pcuted the instrument WITNESS my harA/and official sea Signature WiNIBED M LA LONDE OFMCIAL NOTARY SEAL tg% WINIFRED M LA LONDE d Notary Public — California t� ORANGE COUNTY IW Comm Expires MAR 261995 (This area for official notarial seal) CALIFORNIA ALL-PURPOSL L .NOWLEDGMENT No 5907 State of s County of On � 1 / before me, 4j,,,, %' Nam - No d_46�, , OA l NAME TITLE OF OFFICER E G JANE DOE O ARY PUBLIC persLy appeared U C_hIr e t(P31ii' NAME(S) OF SIGNER(S) impersonally known to me - tory-evidence to be the person('�-) whose nameN) Is subscribed to the within Instrument and ac- knowledged to me tha6ie�ssk�ehey executed the same In hl �r authorized OFFtCtAL N07ARY SEAL LAURAA.NELSON capaclty(�, and that by Is hwA4i-eir NOtw'�'ic—Caraorma sI natures�`` on the Instrument the erson ORANGE COUNTY g G1`'� p, OWComm ExWesJUL081%5 or the entity upon behalf of which the person( acted, executed the Instrument WITNESS m hand and official seal SIGNATURE OF NOTARY OPTIONAL Though the data below Is not required by law it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL CORPORATE OFFICER / / TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY IN FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING NAME OF ERSON(S) OR ENTITY(IES) / DESCRIPTION OF ATTACHED DOCUMENT MBER PAGES Scz.t'L'_� /OPI q?-!5 U DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE 01993 NATIONAL NOTARY ASSOCIATION 8236 Remmet Ave P 0 Box 7184 Canoga Park, CA 91309 7184 CALIFORNIA ALL-PURPO; .:KNOWLEOGMENT No 5907 State of County of Aa.'z'=4 On l (995 before me, ATE U NAME TITLE OF personally appeared , ct, E G JANE NAME(S).OF SIGNER(S) E personally known to me - 1 ory evl to be the person(-s} whose name{&) Ishwle- subscrfbed to the within Instrument and ac- knowledged to me that-Wshe/l#ey- executed MAYBRM the same In #�+sfherft-eta authorized 10 capactty(i_e*, and that by 4+i+&/her/thetF Nd°ry —Cal+mi signature(e) on the Instrument the person(4, ORANGEWc� esMAvilE IWJ or the entity upon behalf of which the person( acted, executed the instrument WITNESS my hand and official seal SIGNA16ME OF NOTARY OPTIONAL Though the data below is not required by law It may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY IN FACT ❑ TRUSTEE(S) ❑l GUARDIAN/CONSERVATOR I OTHER �d&A— SIGNER IS REPRESENTING NAME OF PERSON(S) OR ENTITY(IES) �J DESCRIPTION OF ATTACHED DOCUMENT OR TYPE -OF DOCUMENT NUMBER OF PAGES DATE OF DOCUMENT 01993 NATIONAL NOTARY ASSOCIATION 8236 Remmet Ave P 0 Box 7184 Canoga Park CA 91309 7184 GOVERNMENT CODE 27361 7 I CERTIFY UNDER THE PENALTY OF PERJURY THAT THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED READS AS FOLLOWS' NAME OF NOTARY DATE COMMISSION EXPIRES COUNTY WHERE BOND IS FILED COMMISSION NO MANUFACTURER/VENDOR NO PLACE OF EXECUTION DATE WINIFRED M LA LONDE 3-26-95 ORANGE N/A N/A SANTA ANAL CA JANUARY 310 1995 SIGNED BY FjR,T AMERICAN TITLE INSURANCE COMPANY r. ATTACHMENT t J 4F=0MMfEQuEaW8y -It de, No IPA s-rove No San No NHEN RECORDED MAIL TO City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn City Clerk cl,13313 -X DOC # 9c-0087 45 0-13—Mr;IR-1 J95 10: W-71 am RVLOI'ded in Official Records of Cyr>>qe County, California Cary L Cranville Clerr—Recorder r,;3e 1 of 6 frees i u VV T a $ U 0'J DOCUMENTARY TRANSFER TAX $ N9 77}X Zi UE TE;eM O'= SPACE ABOVE THIS TINE FOR RECORDERS USE 4-e45c c.css Computed on the consideration or value of property conveyed OR Computed on the consideration or value less hens or encumbrances remaining at time of sale Signature of Declarant or Agent determining tax — Firm Name MEMORANDUM OF LEASE FOR VALUABLE CONSIDERATION, the City of Huntington Beach leased to Charles L Hohl dba Huntington Beach Pay N Play Associates, a General Partnership between Charles L Hohl and E O Rodeffer, (original lessee), and said original lessee did hire from the City of Huntington Beach the real property in the city of Huntington Beach, County of Orange, State of California, and more fully described in Exhibit "A1l attached hereto, subject to the terms and conditions of that certain unrecorded Lease Agreement dated May 16, 1983 Said lease still being in full force and effect The term of this lease commenced on May 16, 1983, and shall continue until August 1, 2017, with an option to extend for two ( 2 ) consecutive ten year (10) terms upon the terms, conditions and covenants therein contained, unless terminated, renewed or extended in the manner provided in the Lease Agreement Whereas, the lessor, original lessee's and Huntington Beach Pay N Play Associates on December 31, 1986, executed an assignment of all right, title and interest of the lessees interest in and to the herein referenced lease to Pay N Play Racquetball of America Associates, a California limited partnership, and said assignment was recorded April 24, 1987, as document no 87-225574, Records of Orange County, California Whereas, Pay N Play Racquetball of America Associates, a California limited partnership, on or about September 15, 1989, assigned all their right, title and interest in to the lessee's interest in the aforementioned lease to E O Rodeffer and Phyllis M Rodeffer, husband and wife Said lease assignment being unrecorded T,- Whereas, E 0. Rodeffer and Phyllis M Rodeffer, on or about April 30, 1990, assigned all their right, title and interest in and to said lease to E 0 Rodeffer, Trustee of the E 0 Rodeffer and P M Rodeffer Revocable Trust dated April 30, 1990 Said lease assignment being unrecorded This document may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument The parties hereto have executed this Memorandum as of - 1 1994 3A,JLAOY IS, t995 City of Huntington Beach by. by.��� ATTEST City Cl�er— IMS APPROVED AS TO FORM E 0. Rodeffer and Phyllis M Rodeffer as Co -Trustees of the E 0 and P M Rodeffer,, � uy ttorney 11V4:1' Revocable Trust dated April 30, 1990 as � 28 amended May 25, 1993 and March 3, 1994, who acquired title as E 0 Rodeffer, Trust of the E 0 Rodeffer and P M Rodeffer Revocable Trust dated April 30, 1990 Phyllis �{, Co -Trustee • 2 LIFORNIA ALL-PURPOSE ACKNOWLEDGMENT No 5193 State of Cahforma OPTIONAL SECTION CAPACITY CLAIMED BY SIGNER County of Orange Though statute does not require the Notary to fill in the data below doing so may prove On Jan 26, 1995before me Winifred M La Londe invaluable topersons relying onthe document DATE NAME TITLE OF OFFICER E.G JANE DOE NOTARY PUBLIC INDIVIDUAL personally appeared Phyllis M Rodeffer, Co -Trustee 0 CORPORATE OFFICER(S) NAME(S) OF SIGNER(S) TITLES) 9personally known to me - OR ❑ proved to me on the basis of satisfactory evidence ❑ PARTNER(S) LIMITED to be the person(s) whose name(s) is/are GENERAL subscribed to the within instrument and ac ❑ ATTORNEY IN FACT knowledged to me that he/she/they executed ❑ TRUSTEE(S) the same in his/her/their authorized GUARDIAN/CONSERVATOR capacity(ies) and that by his/her/their OTHER signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s cted executed the instrument AfOFFICIALFRED OTA LONCE SIGNER IS REPRESENTING V� t IFR�O M lA LONi;E N S my hand and official se NAME OF PERSON(S) OR ENTITY(IES) _ Notary Public—Caldomia OR COUNTY My Comm Expires MAR 26 iSg5 /J SIGNATURE OF NOTARY W hED M LA ? 0 I Df OPTIONAL SECTION CERTIFICATE MUST BE ATTACHED TO TITLE OR TYPE OF DOCUMENT Memorandum of Lease DOCUMENT DESCRIBED AT RIGHT NUMBER OF PAGES 3 DATE OF DOCUMENT January 18, 1995 h the data requested here ,s not required by law J. I prevent fraudulent reattachment of this form SIGNER(S) OTHER THAN NAMED ABOVE Rodeffer, Leipzig , Hutton @1993 NATIONALNOTARY A CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT No 5907 State of County of On /8 / � q 9� before me, � ,� . `{a AL 61 NAME TITLE FFICER E G JANE DOE, NOTARY 61-1c* personally appeared U N{ ME(S) OF SIGNER(S) Q personally known to me - OR - to be the person( whose nameM is/-a-re- subscrlbed to the within Instrument and ac- knowledged to me that-be/sheAher executed the same In 4+taiher/-thei authorized capaclty{+eo, and that by -ht s her/thejr signature* on the Instrument the person((, "��M#�M or the entity upon behalf of which the QMy n persoa) acted, executed the Instrument ORANGE COUNVY Comm EVess MAY 11 19V WITNESS my hand and official seal x_6JRE OF NOTARY OPTIONAL. Though the data below Is not required by law It may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITU(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY IN FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR 1010THER L°.c,& 9&A SIGNER IS REPRESENTING NAME QF PERSON(S) OR ENTITY((II[ESS) DESCRIPTION OF ATTACHED DOCUMENT NUMBER OF PAGES �� � fit• 1 ! \1 01993 NATIONAL NOTARY ASSOCIATION 8236 Remmet Ave P O Box 7184 Canoga Park CA 91309 7184 P CAt IFORNIA ALL-PURPOSE ACKNOWLEDGMENT No 5907 State of County of On •� 1S before me, it � Gc�Q rC1 Nis �-7 /I% ATE NAME TITLE OF OFFICER E.G JANE DOE NOTARY USLIC- personally appeared 3 f q �� NAME(S) OF SIGNER(S) (: personally known to me - erica_ to be the person(s) whose namek) is afe subscribed to the within Instrument and ac- knowledged to me tha he fey executed E(D,,OMCIALNOTARESEAL the same in his✓ha4##etr authorized LAURAaNELca ac►t 'Q�i and that b /f�erl�etr Notary PuN. c— cP y(�> yORAr7GEC.0signature( on the instrument the person(, ly Co-1m Expves J5 or the entity upon behalf of which the person() acted, executed the instrument WITNES y hand and official seal / SIGNATURE OF NOTARY Though the data below Is not required by law It may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL Q CORPORATE OFFICER IV TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY IN FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING NAA E OF PERSON(S) OR ENTTTY(IES) e DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE OP DOCUMENT Q .r{ Ni)MBER-6F PAGES aA-uka 1 CUTE 00 DOCUMENT r!iz&yl><tcZ'{ZrY1 / jAd,1ieeir.& SIGNERS) O HER THAN NAM )ABOVE ecz- ,n,,, t2u&Lz o4 01993 NATIONAL NOTARY ASSOCIATION 8236 Remmet Ave P 0 Box 7184 Canoga Park CA 91309 7184 INITIATING DEPARTMENT Economic Development Department SUBJECT Approve Memorandum of Termination for Pay N' Play Racquetball facility lease agreement COUNCIL MEETING DATE June 16 2008 RCA ATTACHMENTS STATUS Ordinance (w/exhibits & legislative draft if applicable) Attached ❑ Not Applicable Resolution (w/exhibits & legislative draft if applicable) Attached ❑ Not Applicable Tract Map Location Map and/or other Exhibits Attached ❑ Not Applicable Contract/Agreement (w/exhibits if applicable) Attached (Signed Ln full by the City Attorney) Not Applicable ❑ Subleases Third Party Agreements etc Attached ❑ Approved as to form by Clty Attorney) Not Applicable Certificates of Insurance (Approved by the City Attorney) Attached ❑ Not Applicable Fiscal Impact Statement (Unbudgeted over $5 000) Attached ❑ Not Applicable Bonds (If applicable) Attached ❑ Not Applicable Staff Report (If applicable) Attached ❑ Not Applicable Commission Board or Committee Report (If applicable) Attached ❑ Not Applicable Findings/Conditions for Approval and/or Denial Attached ❑ Not Applicable EXPLANATION FOR MISSING ATTACHMENTS REVIEWED RETURNED FORWARDED Administrative Staff Deputy City Administrator Initial City Administrator Initial City Clerk ) I EXPLANATION FOR RETURN OF ITEM I RCA Author T Krause ext 1529 City ®f Huntington Beach 2000 Main Street • Huntington Beach, CA 92648 OFFICE OF THE CITY CLERK JOAN L FLYNN CITY CLERK June 24 2008 Tom Daly O C Clerk —Recorder 12 Civic Center Plaza Rm 101 Santa Ana CA 92701-4057 Attn Document Examiner Enclosed please find the [Memorandum of Termination of Agreement Regarding Huntington Beach Community Park No 845 between the City of Huntington Beach and Jack McCauley dated 6/16/08 to be recorded and returned to the City of Huntington Beach Office of the City Clerk 2000 Main Street Huntington Beach CA 92648 Please return a conformed copy of the Agreement when recorded to this office in the enclosed self-addressed stamped envelope 4� J n L Flynn CMC City Clerk JF pe Enclosure — Worthy Park G /followup/deeds/deedletter2002 doc SistetPCMO�YeAjo Japan • Waitakere New Zealand (Telephone 714 536 522-7) DEC-27--4 TIDE 02 t9 F r1 LPL I N—I IF NNC E AGENCY 1 S i O6940214 y F 03 MUD IFICA PRODUCER L P L Insurance Agency, 1425 S Euclid Ave Fullerton CA 92632 (71.4) 526-8328 INSURED PAY N PLAY RACQUETBALL 382 N LEMON AVENUE, #293 WALNUT, CA 91789 YOF INSURANCE m � p & ISSUE DATE (MM'DD^ j���! $p�7 nF 5 . 12/16/1994 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE Inc DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW COMPANIES AFFORDING COVERAGE Lc°R f A ACCEPTANCE INS CO (HULL) GUM MJY LETTER {OMPANY C LETTE9 covpmY LETTER D COMFN,H E IFTIER TH19 I9 TO CERTIFY TI-AT THE POLICIES OF INSURAICE LISTED BELOW HAVE BELN ISSUED TO THE IN4URFD NAMED ABOVE FOR THE P01 ICY PERIOD IlvDECATFD NOTV ITHSTA%I?I G A%Y REOUIREMENT TEPM OR CONDITION OF ANY CONTRACT OR OTHER DOCUVENT 4 ITH PESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE IN4IIRANCF AcFOPDFD BY THE POLICIES DESCRIBED HEREIN IS S I3JECT TO ALL THE TER1S EX("LUSIONS ANO CONDITIONS OF SJCH POI iCIES LIMITS SHOViN MAY HAVE BEEN REDUCED BY PAID CLAIMS CO TYPE OF INSURANCE POLICY NUMBER PODGY EFFECTIVE FOUCY EXPIRATION LIMITS LTA DATE (VMIDDrYY) CATE(MMIDD'YY) A GENERAL LUIL( Y X Cr C9CIAL G NERAL LIABI ITY CL270302 CLAI A kIAjE X Ort,UR 0 WrA S $ CONTRACTC)R S PROT AUTOMOBILE LIA61LMY ANY AUTO Al OV'N D ALITOs .CHEDIJLED AOTGli Hirt D AUTO3 Nor I 0 TJ D AUTV GA GE LIABILITY EXCESS LIABILITY UA3R LLA FCR I OTHER THA14 U 519ELLA FOr A WORKER S COMPENSATION AND EMPLOYERS LABILITY OTHER CFN RA_ A"GREGATE 9 2,000,000 PRODI)CTS COMPh�P A03 S 2,000,000 O 1 /01 /9 5 01 / O 1/ 9 6 PcRoGNAJ a AW INA)RY s 1, 000, 000 T:Acm OCCupnft CE s 1,000 000 F 9E DAMAGE (Ary a e Tfq) $ N ED EXPENSE (An9 are pe s.,) $ COVB NED SINGI E = LIM T BOG LYINJURY $ (Pe P6 i ) BODILY INAJRf (Per a cideit) DESCRIPTION OF OPERATIONS(LOCAMN$ASHICLESISPECIAL ITEMS CERTIFICATE HOLDER IS ADDITIONAL INSURED CITY OF HUNTINGTON BEACH, ITS OFFI CERS EMPLOYESS AND AGENTS ?Onn MATN gTPPrT UUNTINGTON BEACH CA 92648 PROP RTr D A %G $ EACH OrrL)RRFNCF $ A,(R�GATF $ STATUTORY LIM TS EACH ACC DENT $ Dt,, A S POLICY L I. T $ DI.,EA,E EACH EMPLUYEr- s SHOULD ANY OF THE ABOVE DE"L RIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF THE ISSUING COMPANY WILLX4-1'ZMfx\x)XYC}.X MAIL 30 DAYS VIPITTEN NOTICE TO THE uERTIFIOATE HOLDER 'NAMPO TO THE LErTtTA fEXTk�9k�L�biNhl�bJ$EYIk�T�Vi`(��7�/A'1��.�{i "# 0 �{ 7 { �S✓` DPAW-*% I IOMM2I011i1j� AOORD OrA i7m) DEC-27-94 TUE 82 58 PM LPL I NSUF ANCE AGENC - 13106940814 P Fit NAMED INSURED, FAY N PLAY RACQUETBALL POLICY NUMBER CL270302 COMMERCIAL GENERAL LIABILITY EFFECTIVE DATE 01 / t t /9 S' CG 20 13 11 85 THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY ADDITIONAL INSURED ® STATE OR POLITICAL SUBDIVISIONS - PERMITS RELATING TO PREMISES This endorsement modifies insurance providLd under the following COMMERCIAL GENERAL LIABILITY PART SCHEDULE State or Political Subdivision CITY OF HUNTINGTON BEACH, ITS OFFICERS, EMPLOYEFS RISK MANAGMENT AND AGENTS 2000 MAIN STREET HUNTINGTON BEACH, CA 92648 (If no entry appear% above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement ) WHO IS AN INSURED (Section II) is amended I to include 3s an insured any state or political subdivision shown in the Schedule, subject to the following provision This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a pertnit in 2 connection with premises you own, rent, or control and to which this insurance applies 3 The existence, maintenance, repair, constructton, erection or removal of advertising signs, awnings, canopies cellar entrances, coal holes, dnveways, manholes, marquees hoist away openings, sidewalk vaults, street banner%, or decorations and similar exposures, or The construction, erection, or removal of elevators, or The oAnership maintenance, or use of any elevators covered by this insurance ADDITIONAL PREMIUM $ 100 00 3% STATE TAX $ 3 00 5% STAMPING FEE 50 TOTAL $ 103 50 (FULLY EARNED) Endt #4 ( der No t_s^ruw No Loan No WHEN RECORDED MAIL TO City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn City Clerk =il 1 07}11 2e� rt�s4 ry L 3,t ;`1"11 a s �:i1= U 1 U r ce-. i �G DOCUMENTARY TRANSFER TAX $ /VO 77�X ,1WE Tom/" O"— SPACE ABOVE THIS LINE FOR RECORDERS USE G�4sc ass �T�i� R9 �e�xl� Computed on the consideration or value of property conveyed OR Ski^ Computed on the consideration or value less liens or encumbrances remaining at time of sale Signature of Declarant or Agent determining tax — Firm Name MEMORANDUM OF LEASE FOR VALUABLE CONSIDERATION, the City of Huntington Beach leased to Charles L Hohl dba Huntington Beach Pay N Play Associates, a General Partnership between Charles L Hohl and E O Rodeffer, (original lessee), and said original lessee did hire from the City of Huntington Beach the real property in the city of Huntington Beach, County of Orange, State of California, and more fully described in Exhibit "A" attached hereto, subject to the terms and conditions of that certain unrecorded Lease Agreement dated May 16, 1983 Said lease still being in full force and effect The term of this lease commenced on May 16, 1983, and shall continue until August 1, 2017, with an option to extend for two (2) consecutive ten year (10) terms upon the terms, conditions and covenants therein contained, unless terminated, renewed or extended in the manner provided in the Lease Agreement Whereas, the lessor, original lessee's and Huntington Beach Pay N Play Associates on December 31, 1986, executed an assignment of all right, title and interest of the lessees interest in and to the herein referenced lease to Pay N Play Racquetball of America Associates, a California limited partnership, and said assignment was recorded April 24, 1987, as document no 87-225574, Records of Orange County, California Whereas, Pay N Play Racquetball of America Associates, a California limited partnership, on or about September 15, 1989, assigned all their right, title and interest in to the lessee's interest in the aforementioned lease to E 0 Rodeffer and Phyllis M Rodeffer, husband and wife Said lease assignment being unrecorded [ 7_TL13OR.: JA—A �1—EIRP •S[•3 :1` aC• 'WL d •7 !hEY No 51.9.2 State of California County of Orange On Jan 26, 1995before me Winifred M La Londe DATE NAME TITLE OF OFFICER E G JANE DOE NOTARY PUBLIC personally appeared Phyllis M Rodeffer, Co -Trustee NAME(S) OF SIGNER(S) Mersonally known to me OR ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and ac knowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s cted executed the instrument OFFICIAL NOTARY SEAL R WINIFRED M LA LONDE N S my hand and official seal? a » NotaryPublic— California ORANGE COUNTY My Comm Expires MAR 26 1995 THIS CERTIFICATE MUST BE ATTACHED TO f HE DOCUMENT DESCRIBED AT RIGHT OPTIONAL SECTION CAPACITY CLAIMED BY SIGNER Though statute does not require the Notary to fill in the data below doing so may prove Invaluable to persons relying on the document ❑ INDIVIDUAL ❑ CORPORATE OFFICER(S) TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY IN FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING NAME OF PERSON(S) OR ENTITY(IES) SIGNATURE OF NOTARY pg�ORED M LA t n IN OPTIONAL SECTION MO RED OR TYPE OF DOCUMENT Memorandum of Lease NUMBER OF PAGES 3— __ DATE OF DOCUMENT January 18 1995 Though the data requested here is not required by law I could prevent fraudulent reattachment of this form SIGNER(S) OTHER THAN NAMED ABOVE Rodeffer, , Le ipz lg , Hut ton 01993 NATIONAL NOTARY ASSOCIATION 8236 Remmet Ave P O Box 7184 Canoga Park CA 91309 7184 d Y Whereas, E 0 Rodeffer and Phyllis M Rodeffer, on or about April 30, 1990, assigned all their right, title and interest in and to said lease to E 0 Rodeffer, Trustee of the E O Rodeffer and P M Rodeffer Revocable Trust dated April 30, 1990 Said lease assignment being unrecorded This document may be executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument The parties hereto have executed this Memorandum as of 1994 3AIJLANY i �, I11 S City of Huntington Beach by _ by L -, fl z C- (-e*'-z , 4"" e, Mayo ATTEST City Clerk V f --17 -9.S � APPROVED AS TO FORM E 0 Rodeffer and Phyllis M Rodeffer ttorneyas Co -Trustees of the E 0 and P M Rodeffe�ityRevocable Trust dated April 30, 1990 as amended May 25, 1993 and March 3, 1994, who acquired title as E 0 Rodeffer, Trust of the E 0 Rodeffer and P M Rodeffer Revocable Trust dated April 30, 1990 By '----Phyllis M Rodeffer/�� Co -Trustee %h EXHIBIT "A" ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, DESCRIBED AS FOLLOWS THAT PORTION OF PARCEL 1, AS SHOWN ON A MAP FILED IN BOOK 40, PAGE 40 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS BEGINNING AT THE CENTER LINE INTERSECTION OF MAIN STREET AND UTICA AVENUE AS PER MAP OF TRACT NO 51 FILED FOR RECORD IN BOOK 9, PAGE 49 OF MISCELLANEOUS MAPS OF SAID COUNTY, SAID INTERSECTION BEING MARKED BY A PUNCHED SPIKE AND WASHER, THENCE DUE WEST, 340 20 FEET, THENCE SOUTH 00 01' 30" WEST 49 35 FEET TO THE TRUE POINT OF BEGINNING, THENCE CONTINUING, 1 SOUTH 000 01' 30" WEST, 213 17 FEET, THENCE 2 NORTH 890 58' 30" WEST, 47 00 FEET, THENCE 3 NORTH 000 01' 30" EAST, 213 17 FEET, THENCE 4 SOUTH 890 58' 30" EAST, 47 00 FEET TO THE TRUE POINT OF BEGINNING Y 0 CALIFORNIA ALL-PURPOS= ACKNOWLEDGMENT No 5907 State of.rrrn.� County of On ' C yr before me, a U-YA 41/ � ATE NAME TITLE OF OFFICER E G JANE DOE NOTARY UBLIC personally appeared Lei p �� NAME(S) OF SIGNER(S) Xpersonally known to me - �s of s4,s#actoi) —tdence— to be the personN whose name() is af-e subscribed to the within Instrument and ac- knowledged to me thaQheJs# ey executed OFFICIAL NOTARY SEAL the same in h s✓ r err authorized LAURAA NELSON ca acit and that b i /"^�►� 'ter Notary Publtc — Gall ornia p Y ( Y ORANGE COUNTY signature( on the instrument the person(3,), f4 Comm Expires JUL 08 1995 or the entity upon behalf of which the person() acted, executed the instrument WITNES y hand and official seal SIGNATURE OF NOTARY OPTIONAL Though the data below is not required by law it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL CORPORATE OFFICER 711�4 U TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY IN FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING NAME OF PERSON(S) OR ENTITY(IES) DESCRIPTION OF ATTACHED DOCUMENT TITLE OR TYPE O DOCUMENT MBER F PAGES L'L�gn�qe ZE, � -1 5 0 TE OF DOCUMENT SIGNER(s) O HER THAN NAM jABOVE ©1993 NATIONAL NOTARY ASSOCIATION 8236 Remmet Ave P 0 Box 7184 Canoga Park CA 91309 7184 CALIFORNIA ALL-PURPOSPACKNOWLE®GMENT No 5907 State of County of °p On 0Z..nZZ4Ag l? q 9� before me, i! NAME TITLE OP6FFICER E G JAPE DOE NOTARVIBLIC personally appeared (/ NWE(S) OF SIGNER(S) 2personally known to me - OR - to be the person(&) whose name( Is/, e subscribed to the within Instrument and ac- knowledged to me that-Iita✓sheAhey executed the same In-h+s4her tauthorized capacltyo-&O, and that by -Icl�her/their signature(* on the Instrument the person(€}, Comm # W or the entity upon behalf of which the Way PubUC—001111 MIO personH acted, executed the Instrument ORANGE COUNn 110My Comm Ebel MAY 11 1997 WITNESS my hand and official seal ma4ese� ?.I IAZ46��2 SlGt�(TLIRE OPTIONAL Though the data below Is not required by law It may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY IN FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR OTHER i SIGNER IS REPRESENTING NAME O.F�P.ERSON(S) OR ENTITY(7I�ES-) DESCRIPTION OF ATTACHED DOCUMENT NUMBER OF PAGES DA E 09 DOCUMENT ©1993 NATIONAL NOTARY ASSOCIATION 8236 Remmet Ave P 0 Box 7184 Canoga Park CA 91309 7184 q1 J �tNo Csr o v No AWANWAMN&W vo Loan No WJ WHEN RECORDED MAIL TO City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Gs [sras s as s T21s� �l hs�r Trs ti T bral#:W L,di t I a•y L L' n t I I Q # art T t s s ti v ,r DOCUMEN TAR f TRANSFER TAX $T 716V6t` `- %�1POF— SPACE ABOVE THIS LINE FOR RECORDERS USE Computed on the consideration or value of property conveyed OR Computed on the consideration or value less liens or encumbrances the undersigned remaining at time of sale Signature of Declarant or Agent determining tax — Firm Name ASSIGNMENT OF GROUND LEASE THIS ASSIGNMENT OF GROUND LEASE 1s executed to be effective as of ^^" S�t�vvcw� e8 19945 by PHYLLIS M RODgFFER, AS Co -TRUSTEE of the E O Rodeffer and P M Rodeffer Revocable Trust, dated April 30, 1990 ("Assignor") and JACK McCAULEY, a' married man, as his sole and separate property, ("Assignee") 1 Assignor is the Lessee under a Ground Lease dated May 16, 1983 between Assignor and City of Huntington Beach The real property which is the subject of the Ground Lease is located in the County of Orange, State of California, and is described as That portion of Parcel 1, as shown on a Map filed in Book 40, Page 40 of Parcel Maps, being more fully described in the attached Exhibit "Bit, made a part hereof, consisting of one page FOR BALANCE OF TERMS AND CONDITIONS OF THIS ASSIGNMENT REFER TO EXHIBIT "A0l ATTACHED HERETO AND MADE A PART HEREOF ATTEST City Clerk APPROVED AS TO FORM "Assignor" E O and P M Rodeffer Revocable Trust dated Apri 91 1990 s 4 r 11Assignee" c2d� � 11, , A4 �f� - City- Attorney ? Jadk McCauley THE FOREGOING IS ACCEPTED BY THE CITY OF HUNTINGTON BEACH, MASTER LESSOR City of Hunts gton Beach lze by � �-,:., _ Zn_ - by C I-e R1C, State of California County of Orange On Jan 26 1995before me Winifred M. T.a T.nnde DATE NAME TITLE OF OFFICER E G JANE DOE NOTARY PUBLIC personally appeared Jack McCauley NAME(S) OF SIGNER(S) personally known tome OR - ❑ proved tome on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within Instrument and ac knowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies) and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s),c ed executed the instrument OFFICIAL NOTARY SEAL R_ WINIFRcn M (A LONDE p`� y Notdr it) Ir 1ajjfotnla ORAN('E r'() fr, My Comm cxplr®s MAR 26 1995 my hand and official SIGNATURE OF NOTARY �q{NIFPED I' i OPTIONAL SECTION f"'9 OPTIONAL SECTION CAPACITY CLAIMED BY SIGNER Though statute does not require the Notary to fill in the data below doing so may prove invaluable to persons relying on the document INDIVIDUAL CORPORATE OFFICER(S) TITLE(S) PARTNER(S) LIMITED GENERAL [] ATTORNEY IN FACT TRUSTEE(S) GUARDIAN/CONSERVATOR OTHER SIGNER IS REPRESENTING NAME OF PERSON(S) OR ENTITY(JES) LONDE THIS CERTIFICATE MUST BE ATTACHED TO TITLE OR TYPE OF DOCUMENT Assignment of Ground Lease TtiE DOCUMENT DESCRIBED AT RIGHT NUMBER OF PAGES 4 DATE OF DOCUMENT Januar)z1R, 1995 Though the data requested here Is not required by law It could prevent fraudulent reattachment of this form SIGN ERS)OTHER THAN NAMED ABOVE Hutton, McCauTPar, Radeffer 01993 NATIONAL NOTARY ASSOCIATION 8236 Remmet Ave P O Box 7184 Canoga Park CA 91309 7184 Exhibit "A" 19 45 Addendum to that certain document dated ! 1994, by and between Phyllis M Rodeffer, Trustee of the E O and P M Rodeffer Revocable Trust dated April 30, 1990, ("Assignor"), and Jack McCauley ("Assignees") 2 For a valuable consideration, Assignor hereby Assigns to Assignees all of their rights, title and interest in and to the Ground Leases and the Real Property described above 3 Assignees hereby accepts the Assignment and assumes and agrees to be bound by all of the terms of the Ground Lease This Assignment is executed to be effective as of the date first written above "Assignor" E O and P M Rodeffer Revocable Trust- ted ApriL)30, 1990 J Phyllis M Rodeff6r Trustee "Assignee" Jack McCauley FOREGOING IS ACCEPTED BY THE CITY OF HUNTINGTON BEACH, MASTER LESSOR City ofington Beach 0 11 EXHIBIT "B' ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF HUNTINGTON BEACH, DESCRIBED AS FOLLOWS THAT PORTION OF PARCEL 1, AS SHOWN ON A MAP FILED IN BOOK 40, PAGE 40 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS BEGINNING AT THE CENTER LINE INTERSECTION OF MAIN STREET AND UTICA AVENUE AS PER MAP OF TRACT NO 51 FILED FOR RECORD IN BOOK 9, PAGE 49 OF MISCELLANEOUS MAPS OF SAID COUNTY, SAID INTERSECTION BEING MARKED BY A PUNCHED SPIKE AND WASHER, THENCE DUE WEST, 340 20 FEET, THENCE SOUTH 0° 01' 30" WEST 49 35 FEET TO THE TRUE POINT OF BEGINNING, THENCE CONTINUING, 1 SOUTH 000 01' 30" WEST, 213 17 FEET, THENCE 2 NORTH 890 58' 30" WEST, 47 00 FEET, THENCE 3 NORTH 000 01' 30" EAST, 213 17 FEET, THENCE 4 SOUTH 890 5 8' 3011 EAST, 47 00 FEET TO THE TRUE POINT OF BEGINNING STATE OF CALIFORNIA COUNTY OF Orange }ss } } On December 21, 1994 before me, Winifred M La Londe personally appeared Phyllis M Rodeffer, Co -Trustee personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose names is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures on the instrument the person(s) or the entity upon behalf of which the persons acted, eXpcuted the instrument WITNESS my Signature official sea WjNjf,RED M LA LONDE s OFFICIAL NOTARY 4FAL WINIFRED M LA I ONDE a m Notary public -- California ® OF,ANGE COUNTY My Comm Expires MAR 26 199.5 (This area for official notarial seal) CALIFORNIA ALL-PURPOSL ACKNOWLEDGMENT No 5907 State of County of �L _ On 7 0before me, DA / NAME TITLE OF OFFICER E G JANE DOE 0 ARY PUBLIC person y appeared 19 l r' le &:r Ii NAME(S) OF SIGNER(S) `,Cpersonally known to me--OP.---B-pfeveeHe-rfte-en-t-he-ba-sfs-o-f-satisfactorym-evldence to be the person(s) whose name) Is e subscribed to the within Instrument and ac- knowledged to me tha he hey executed the same In hl I+e-rA r�lr authorized OFFICIAL NOTARY SEAL LAURAA NELSON capaclty(.I_@7 , and that by Is hwFt#eir Notary Public —Callfomla slgnaturefs.) on the Instrument the perSOnN, ORANGE COUNTY WComm ExWesJUL 081995 or the entity upon behalf of which the person('s acted, executed the Instrument WITNESS mv hand and official seal SIGNATURE OF NOTARY OPTIONAL Though the data below Is not required by law It may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL CORPORATE OFFICER UTITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY IN FACT ❑ TRUSTEE(S) ❑ GUARDIAN/CONSERVATOR ❑ OTHER SIGNER IS REPRESENTING NAME OF PERSON(S) OR ENTITY(IES) DESCRIPTION OF ATTACHED DOCUMENT 1milkilogrefts 1. • 10 MBER PAGES l O J Fl7 2�6 U DATE OF DOCUMENT �l�c zd ��i � d✓r( t� ck��'Ca SIGNER(S) OTHER THAN NANIfED ABOVE 01993 NATIONAL NOTARY ASSOCIATION 8236 Remmet Ave P 0 Box 7184 Canoga Park CA 91309 7184 CALIFORNIA ALL-PURPOS ACKNOWLEDCIIAENT No 5907 State of County of n On \ 1&2w m&tJgi [915 before me, ATE U NAME TITLE OF personally appeared•D, E G JANE NAME(S).OF SIGNER(S) [E p rsonaily known to me - a I ac ory evl to be the person(s-} whose name{&) Islaf-e- subscrlbed to the within Instrument and ac- knowledged to me that 44e/she/ executed the same In b+sfherAb-&l* authorized � �#991� capacltyos-}, and that by 4+Fs4her/-thefF Notary PLblic—Calfwft signature(s) on the Instrument the personEs}, OPANGE COUNFY *Comm ExIreoMAY 11 1%7 or the entity upon behalf of which the person(o acted, executed the Instrument WITNESS my hand and official seal SIGNA-yAE OPTIONAL Though the data below Is not required by law It may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form CAPACITY CLAIMED BY SIGNER ❑ INDIVIDUAL ❑ CORPORATE OFFICER TITLE(S) ❑ PARTNER(S) ❑ LIMITED ❑ GENERAL ❑ ATTORNEY IN FACT ❑ TRUSTEE(S) ❑GUARDIAN/CONSERVATOR 2yOTHER SIGNER IS REPRESENTING NAME OF PERSON(S) OR ENTITY(IES) DESCRIPTION OF ATTACKED DOCUMENT "TITLE OR TYPL-OF DOCUMENT ,3 NUMBER OF PAGES DATE OF DOCUMENT ".I)\714 OTHER TFaNNAME VE 01993 NATIONAL NOTARY ASSOCIATION 8236 Remmet Ave P 0 Box 7184 Canoga Park CA 91309 7184 v GOVERNMENT CODE 27361 7 I CERTIFY UNDER THE PENALTY OF PERJURY THAT THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED READS AS FOLLOWS I I NAME OF NOTARY WINIFRED M LA LONDE DATE COMMISSION EXPIRES 3-26-95 COUNTY WHERE BOND IS FILED ORANGE COMMISSION NO N/A MANUFACTURER/VENDOR NO N/A PLACE OF EXECUTION SANTA ANA, CA DATE JANUARY 31, 1995 SIGNED BY F T AMERICAN TITLE INSURANCE COMPANY I I OF HUNTINGTONBEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK April 5 1995 Pay N Play Racquetball 382 N Lemon Avenue Suite 293 Walnut CA 91789 Attention Jack McCauley Dear Mr McCauley CALIFORNIA 92648 The City Council of the City of Huntington Beach at their meeting held January 17 1995 approved the Memorandum of Lease and Assignment of Ground Lease for the Pay N Play Racquetball operation from E O Rodeffer to Jack McCauley and directed the City Clerk to record both documents A copy of both recorded documents are enclosed for your records If you have any questions regarding this matter please call the Office of the City Clerk (714) 536-5227 Connie Brockway CIVIC City Clerk Evelyn 7chubert CIVIC Deputy City Clerk cc Ron Hagan Director of Community Services g c6cbmem%paynplay (Telephone 714-536 5227) a CIT OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK January 27 1995 Gloria Lerma First American Title Company 114 E 5th Santa Ana, CA 92701 Subject Pay N Play Racquetball documents Transmitted herewith are the following documents Assignment of Ground Lease Memorandum of Lease CALIFORNIA 92648 If you have any questions please call Office of the City Clerk (714) 536-5227 Connie Brockway City Clerk Evelyn Schubert Deputy City Clerk Received By g cc\first i Date (Telephone 714-536 5227) from the desk of EVELYN SCHUBERT Deputy City Clerk City of Huntington Beach P O Box 190 Huntington Beach, CA 92648 (714) 536-5405 "OR 61 Wo CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERIC CONNIE BROCKWAY CITY CLERK January 25, 1995 Ms Winifred La Londe 11770 E Warner Avenue Fountain Valley, CA Dear Ms La Londe CALIFORNIA 92648 I am returning these original agreements to you for renotarization because dates were changed after you notarized Ms Rodeffer and Mr McCauley's signatures As you know it is unlawful for a document to be altered after your notarization of same, so please return these documents to the City Clerk's Office after you re -notarize them After the documents are recorded we will send you copies of the recorded documents Thank you Connie Brockway City Clerk Enclosures 0 (Telephone 714-536-5227) (f iw Space For Council/Agency Meeting Held Deferred/Continued to pproved ❑ Conditionally Approved ❑ Denied Clerk's Use ( o City Clerks Signature V O Council Meeting Date 01/17/95 Department ID Number CS-95-004 SUBMITTED TO SUBMITTED BY PREPARED BY SUBJECT REQUEST FOR COUNCIL ACTION c HONORABLE MAYOR AND CITY COUNCIL MEMBERS rN1.) y „m - ��,m MICHAEL T UBERUAGA, Clty Administ RON HAGAN, Director, Community Service ASSIGNMENT OF PAY N PLAY RACQUETBALL AGREEMENT ,a. Statement of Issue Funding Source Recommended Action Alternative Action Analysis Environmental Status Attachment(s) Statement of Issue There is a need to approve a new operator for the Pay N Play Racquetball facility in Worthy Park Funding Source Not applicable Recommended Action MOTION TO Authorize the Mayor and City Clerk to execute the Memorandum of Lease and Assignment of Ground Lease for the Pay N Play Racquetball operation from E O Rodeffer to Jack McCauley and direct the City Clerk to record both documents Alternative Action(s) Buy out the remaining years of the Pay N Play Racquetball lease and operate the facility Analysis The current operators of the Pay N Play Racquetball facility in Worthy Park have requested the assignment of the lease to Jack McCauley The city originally entered into a lease agreement on May 16 1983 with Pay N Play The agreement called for Pay N Play to construct and operate ten racquetball courts Pay N Play went out of business in 1992 and sold its lease to E O and Phyllis M Rodeffer The city approved the assignment of the lease at that time Now the Rodefer s want to sell the lease to Mr McCauley Mr McCauley has fourteen years in the operation of automated racquetball facilities He has the financial ability to meet the terms and conditions of the existing lease Consequently, the city cannot unreasonably withhold the request to approve the assignment Attached is the 1994 profit and loss statement showing that the Huntington Beach facility in Worthy Park operated at a net loss Mr McCauley is purchasing a three -property package The other two sites are in other cities and are larger with twenty courts each The purchase agreement of these other facilities is contingent upon Mr McCauley also taking the ten -court Huntington Beach facility The other two facilities REQUEST FOR COUNCIL A ION ASSIGNMENT OF PAY N PLAY RACQUETBALL AGREEMENT Meeting ®ate 01/17/95 CS-95-004 generate a positive cash flow which subsidizes the Huntington Beach facility The current owners will not sell their leases to Mr McCauley unless he takes all three properties The building in Worthy Park has a thirty-year mortgage with eighteen years remaining to be paid The original lease was for thirty-four years and contains two ten year optional terms Although it is the desire of the city to renegotiate the terms and conditions of the lease it cannot legally withhold the assignment if the lessee does not want to renegotiate However in speaking with the new owner, Mr McCauley indicates that he intends to pursue the city s permission to make modifications to the Worthy Park facility He wishes to change some of the court uses to include such activities as volleyball, squash, and possibly an indoor golf simulator The city will be able to renegotiate the terms and conditions of the lease at the time the modifications for use are requested The proposed purchaser is agreeable to renegotiation based upon approval of additional or other uses for the facility After the assignment staff will continue negotiations for the highest and best use of the facility and the most favorable terms and conditions for both sides Environmental Status Not applicable Attachment(s) Page Number Assignment of lease Profit and loss statement 0006644 01 2 01/05/95 11 45 AM EXPEIRM Rent Insuanm Electricity Ialnt%Repaix Maznt Supply Equip. Re-pal.r Advertising BMTIMTM BEACH PAY N PLAY 199 IK :ie "��• -,• �:o�a ;i '� � • _� ��_ ',•!s Err.' 3,697 3,764 4,726 3,747 2,361 2,792 2,972 MM 2,8W 2,592 2,586 2,253 36,00 1,943 1,%5 2,366 1,M 1,53D 1,435 1,2L5 1,180 1,224 1,297 1,303 1,126 18,417 1,167 52B UB 1,833 28B 810 35D 348 532 425 4a) M M 3,8E2 48D 500 5W 570 50D 5W 500 50D 50D 50D 5W 500 6,(W 471 209 84 25 38 m 982 212 212 4D 4D 2.894 3,582 3,83 3,338 2,454 2,UI 2,(W 2424 2►190 2,227 2,338 1,914 31,386 •.�, �!► jL'a :;?jet �� s=a •�!,• Lt .' 1•r �: i'� w:,, .;{fl;0,! `1' s • :F'_; 1 :• as• :!' �t:�•;t - .. '•' i�t:' it a.;row 6dA -(. z a (f k.L. r U C LL i I C m Ui F r c- m N F t� 1- I Q r- 4- )w Space For City Clerk's Use ( Council/Agency Meeting Held Deferred/Continued to ❑ Approved ❑ Conditionally Approved ❑ Denied I City Clerk s Signature ///9 Gr>i vnkaaC _& f//7/9.s' Zo Atie�---&--41— Council Meeting Date 01/03/95 Department ID Number CS-95-004 REQUEST FOR COUNCIL ACTION SUBMITTED TO HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY MICHAEL T UBERUAGA City Administrator 7� \_ PREPARED BY RON HAGAN, Director Community Services SUBJECT ASSIGNMENT OF PAY N PLAY RACQUETBALL AGREEMENT Statement of Issue Funding Source Recommended Action Alternative Action Analysis Environmental Status Attachment(s) Statement of Issue There is a need to approve a new operator for the Pay N Play Racquetball facility in Worthy Park Funding Source Not applicable Recommended Action MOTION TO Authorize the Mayor and City Clerk to execute the Memorandum of Lease and Assignment of Ground Lease for the Pay N Play Racquetball operation from E 0 Rodeffer to Jack McCauley and direct the City Clerk to record both documents Alternative Action(s) Do not approve the assignment of lease and request that Pay N Play provide a different operator Analysis Pay N Play Racquetball is the concessionaire for the racquetball facility in Worthy Park at Seventeenth and Main Streets The current operators, E 0 and Phyllis M Rodeffer, have assigned the lease to Jack McCauley Mr McCauley has fourteen years in the operation of automated racquetball facilities He has plans to develop a multi -use concept at the Huntington Beach facility adding squash, badminton, handball and wallyball As part of the original lease agreement which was entered into on May 16, 1983, the lessee must obtain the city s consent for any assignment encumbrance or sublease The thirty-four year lease expires in the year 2017 with two ten year optional terms Environmental Status Not applicable REQUEST FOR COUNCIL ACTION Meeting Date 01/03/95 ASSIGNMENT OF PAY N PLAY RACQUETBALL AGREEMENT CS-95-004 Attachment(s) Assignment of lease Page Number DocumenU 2 12/22/94 5 13 PM DEC— ---4 TI IE e� _ F IT LF L I N _ I IF Thal—E AGEt4C 1 31 0•, �440& 1 4 P 0 t �tf10111fi'�i 6 i * R INSURANCE k ksxs v ISSUE DATE (t�M ilQ/YY) TCER12fI6/1994 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE BOLDER THIS CERTIFICATE L P L Ixisurance Agency Inc DOES NOT AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE 1425 S Euclid Ave POLICIES BELOW Fullerton CA 92632 COMPANIES AFFORDING COVERAGE (714) 526-8328 INSURED PAY N PLAY RACQUETBALL 382 N LEMON AVENUE, ##293 WALNUT, CA 91789 Lc'-" m r A ACCEPTANCE INS CO (HULL) ETTC'OmpANY B LETTER COMPANY C ETTER coM Jay D LETTER COMF V4Y t FTTER TH19 1S TO CERTIFY Ti-AT THE POLICIES OF iNSLJRA\CE LISTED BELCVJ HALE REtN IS -SLED TO THE INSURFD NAMED ABOVE FOR THE POI ICY PERIOD 1NDICATF0 NOT` ITHSTA\DI%G A° Y PEOUIREME dT TERM OR CO DITiON OF ANY CONTRACT OR OTHER DOCLIVENT V11TH PE13PECT TO WHICH THIS CERTIFICATE MAY BE ISEJED OR MAY PERTAIN TaIE IN, JRANCF AFFOPPI70 BY THE POLICIES DESCRIRE❑ HEREIN IS S 'Q.JECT TO ALL THE TERMS EXCLUSIONS ADO CON[ T ) 4S OF S,,CH POI ICIES LIMITS SHOWN MAY HAVE BEEN REDUCFt? BY PAID CLAIh4S TYPE OF INSURANCE POLICY NUMBER PQLIGY EFFECTIYIr POLICY EXPIRATION LIMITS DATE (MMB1)n DATE(MM'Don A GENERAL LIABILITY X CC ERCIAJ_ GPI EqA- Am -Y CL270302 G1' 7 NIA'. OrCtIR 0 IIERA S (,0NMA T PPOT AUTOMQSILE LIABILITY ANY AUTO ALL OYINED AUT05 uCHED{JLED AUTOS HIRtD AUTOS NOII OX''NrD AUTO GARAGE LIABILITY EXCESS LtABILTY UMBRELLA FORM OTHER THAN UMBRELLA FORM WORKERS COMPPNSAMON AND EMPLOYERS LSABRITY OTHER OPNERAL A^O,REGATE $ 2,000,000 PRODUCTS COM°/OP AGG $ 2,000 000 01 /01 /9 5 01 / 01 / 9 6 PERSONAL & ADJ IN KIRY $ 1,000,000 EACH OCCURRENCE $ 1,000 000 F 3E DAMAGE (Ary one fry) $ MED EXPENSE (Any one pa eD } $ COMBINED SINGLE $ LIMIT BODILY INJURY $ (Per t> "rA) BODILY INJURE (Per accident) DESCRIPTION OF OPERATIONSiLQCATION>9JYEHICLES/SPECIAL ITEMS CERTIFICATE HOLDER IS ADDITIONAL INSURED PROPERTY DAJAGE $ EACH OrCURRENCE $ AG(>RE(3ATT= $ STAT )TQRY LIM T`; EACH ACCIDENT $ DISEASE POLICY LIMIT S DI.,EA.,E UCH EMPLOfEF s w>rt%w1T7i0nt tauJt,upt r#tf'r [� t'1 s SHOULD ANY OF THE ABOVE DE�CRIBEO POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF THE ISSUING COMPANY WILLANi X MAIL 3 0 DAf8 WRITTEN NOTICE TO THE (,ERTIFICATE HOLDER NAMED TO THE CITY OF HUNTTNGTON BEACH, ITS OFFI k LEFT t i f 9Jk td�tifEa` t} 1 `�: i .dP CERS EMPLOYESS ,AND AGENTS �tI�i�A�i.ke �IAfilir 200A MATN gTRPWT HUNTINGTON BEACH CA 92646 DEU-c2 r-94 TUE a1 ��3- FM UI-L 1 N�.UKHNUt 7 1.� 1 ObIJ40ks 14 t' U�- f 4,vp.r NAMED INSURED FA i tit PLAY RACQUETBALL POLICY NUMBER CL270302 COMMERCIAL GENERAL LIABILITY EFFECTIVE DATE 01/at/95- CO 20 13 11 85 THIS ENDORSEMENT CHANGES THE POLICY PLEASE READ IT CAREFULLY 01,1111101JR21", to N., This endorsement modifies insurance provided under the following COMMERCIAL GENERAL LIABILITY PART SCHEDULE State of Political Subdivision CITY OF HUNTINGTON BEACH, ITS OFFICERS, EMPLOYEES RISK MANAGMENT AND AGENTS 2000 MAIN STREET HUNTINGTON BEACH, CA 92648 (If no entry appears above information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement ) WHO IS AN INSURED (Section 11) is amended I to include is an insured any state or political subdivision shown in the Schedule subject to the following provision This insurance applies only with respect to the following hazards for which the State or political subdivision has issued -i permit in 2 connection with premises you own, rent, or control and to which this in%dr-inci- al phr-s 3 The existence maintenance, repair construction erection or removal of advertising suns, awnings, canopies cellar entrances coal hales driveways manholes marquees hoist away openings, sidewalk vaults street banner, or decorations and similar exposures or The construction erection, or removal of elevators or The o" nership maintenance or use of any elevators nt� araei itt! tt11C 1R�11TN71=,w ADDITIONAL PREMIUM $ 100 00 3% STATE TAX $ 3 00 5% STAMPING FEE 50 TOTAL $ 103 50 (FULLY EARNTED) Endt #4 4Q1/ 1 CITY OF HUNTINGTON BEACH 2000 MAIN STREET RISK MANAGEMENT DIVISION CALIFORNIA 92648 In order to comply with City Council Resolution No 6277 you are required to provide proof of Workers' Compensation insurance If you have no employees this form must be signed and returned to the Risk Management Division 2000 Mani Street Huntington Beach, CA 92648 DECLARATION OF NON -EMPLOYER STATUS I certify that in the performance of the activity or work for which this permit is issued I shall not employ any person in any manner so as to become subject to California Workers' Compensation insurance requirements I authorize the City of Huntington Beach to immediately and retroactively revoke the license or permit issued under this declaration if I hire any employee or become subject to the provisions of the laws requiring Workers' Compensation insurance NAME AND ADDRESS OF COMPANY OR APPLICANT �3--aclt 41SI-1 eQiVL L"V�%O- wQ1�e V- a �-I %- APPLICANT'S SIGNATURE 2YI i��..�f-, DATE TITLE.. LOCATION SIGNED ,v Piz-,., ��� .�i�o�\\ - 1A� TELEPHONE NUMBER (goy) s"', v- r. 0 0 Y- DRUG USE, A� QECEVED JAB! 16 1995 2000 MAIN STREET P 0 BOX 190 Louis F Sandoval Director LETTER OF TRANSMITTAL Attention��— To Sec -c. �r'4z ^�J_ �J�✓ r h ��� _ • v CALIFORNIA 92648 Public Works Department (714) 536 5431 FAX (714) 374-1573 Date lzl-lf'5 Project/C C # Re We are sending you U By Mail By Fax (Number of pages including this sheet ) We are hand delivering Attached Under a separate cover via the following items Shop drawings Prints Plans Samples U Specifications Copy of letter Change Order Other Copies # of Pages Description These are transmitted as checked below For approval U1 Approved as submitted For your use IJ Approved as noted As requested Q Returned for corrections For review/comment Remarks Resubmit Submit _ Return _ Other — _ copies for approval copies for distribution corrected prints 0 7�) cc By �Ue "'�4Qc Print Name White ow Customer/Consultant, Yellow ow City 382 N Lemon Avenue, Suite 293 Walnut, California 91789 (909) 594-6004 December 17 1994 City of Huntington Beach Mr Ron Hagan Director of Community Services Community Services Department 2000 Main Street Huntington Beach CA 92648 Dear Mr Hagan I am currently in the process of purchasing three Pay N Play Racquetball facilities from Rodeffer Investments of Fountain Valley CA The package deal includes a 12-court center in La Habra, a 20-court center in Ontario and the 10-court building in Worthy Park Huntington Beach As you may well know the franchise company Pay N Play Racquetball of America Inc filed for bankruptcy several years ago I was operations manager for that company and obtained the rights to operate seven Pay N Play centers from the bankruptcy court I am the largest single operator of Pay N Play facilities I have fourteen years of operations experience in the automated racquetball business As the business has changed over the years, I have tried to adjust to those changes At other facilities I have moved towards a multi use concept adding other sports and activities such as squash badminton, handball and wallyball I hope to do some of the same things with the Huntington Beach facility with your approval The properties are currently in escrow and we are attempting to close at the earliest possible date Enclosed are insurance certificates and consent forms that we need to have approved by the City Please let me know if I can do anything else to expedite the process Thank you for your cooperation Sincerely, Jack McCauley LEASE AGREEMENT THIS AGREEMENT, made and entered into this 1�th _._ day of May'% , 1911_, by and between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California, hereinafter referred to as "CITY," and CHARLES L HOHL, doing business as HUNTINGTON BEACH PAY N PLAY ASSOCIATES, (a general partnership between Charles L Hohl and E 0 Rodeffer) herein- after referred to as "TENANT " RECITALS WHEREAS, TENANT wishes to lease that certain real property located in the County of Orange, State of California, which is a portion of that real property commonly known as Huntington Beach Community Park No 845, bordered by Utica Avenue, Main and Seventeenth Streets, owned by the CITY, depicted on Exhibit "A", and WHEREAS, CITY desires a racquetball facility at such location, and WHEREAS, TENANT wishes to construct and operate for a term of thirty-four (34) years, plus two (2) consecutive ten (10) year options at its choice under the same lease terms, such a racquetball facility, NOW, THEREFORE, CITY hereby leases to TENANT, and TENANT hereby leases from CITY, on the terms and conditions set forth below, the above -described real property - 1 - 4% 1 THE FACILUX. The facility shall consist of ten (10) indoor racquetball courts and restrooms constructed according to plans and specifications to be approved by CITY The facility shall bE% constructed and operated by TENANT at no expense to CITY, and shall be designed to promote the health and recreational enjoyment of the residents of the City of Huntington Beach, provide inexpensive public recreation, provide CITY with a reasonable income from revenues derived from the use of the facility The racquetball facility and all improvements mentioned herein shall become the property of CITY upon termination of this lease, or sooner, as provided below 2 TERM, This lease shall be for an initial term of thirty-four (34) years, beginning on execution hereof, and unless sooner terminated as hereinafter provided, expiring on August 1, 2017, with an option to TENANT to extend this lease for two (2) consecutive ten (10) year terms under the same terms and conditions herein 3 , MINI.M,�M RENT TENANT shall pay to CITY as minimum monthly rent during the initial term hereof, the sum of Year One - the sum of five hundred dollars ($500) Year Two - the sum of six hundred sixty-six dollars ($666) Year Three - the sum of eight hundred thirty-three dollars ($833) Year Four - the sum of one thousand dollars ($1,000) Year Five - the sum of one thousand dollars ($1,000) The rent shall be paid in advance on or before the first day of each calendar month - 2 - 4 PDITIONAL RENT, A Commencing with the fifth year of the term hereof and in each year thereafter, the annual rent shall be increased by an amN unt equal to eight percent (8%) of the tenants gross receipts for each such year which receipts are in excess of the amount of such receipts for the previous year Such increased rents shall be in addition to the minimum rent which shall not be reduced during the term hereof irrespective of the amount of the tenants gross receipts B As additional rent, TENANT agrees to provide court space at no charge to Huntington Beach School District students for conducting registered physical education racquetball classes during regular school days and hours Classes will be taught by a qualified instructor on the Huntington Beach School District faculty TENANT will provide up to seven (7) courts during regular school days and hours from 7 30 a m to 12 30 p m No courts will be available to Huntington Beach School District students on non -school days, nor after 12 30 p m Any abuse of the program mentioned in this paragraph may result in its being discontinued at TENANT'S option for good cause Estimated value of this additional rent is $875 00 per week, which will be credited against CITY use of Huntington Beach Union High School District athletic facilities C As further additional rent, if and when the racquetball center is sold by TENANT, the initial cost of the racquetball center will first be subtracted from the sale price - 3 - and the remainder will be treated as profit for which the CITY will be paid ten percent (10%) of such profit 5 CONSTRUCTION. 1 A TENANT shall prepare, at TENANT'S expense, all plans and specifications relating to the construction of the racquetball facility and any other improvements to be made on the premises, excluding landscaping B TENANT shall obtain CITY'S written approval for such plans and specifications mentioned above, prior to the commencement of any construction pursuant hereto C TENANT shall further provide CITY with audited financial statements and/or other financial evidence as may be reasonably required by CITY to establish that TENANT will have adequate funding and financial resources, including reasonable contingency reserves, for the construction and operation of the said racquetball facility D TENANT shall pay costs of construction of any and all improvements, including, but not limited to, the cost of all plans, specifications, insurance, bonds, labor and materials Additionally, any and all contracts entered into by TENANT relating to the racquetball facility or any other improvements hereunder, shall contain the following clause "This agreement shall in no way bind the City of Huntington Beach, its officers, agents or employees, and under no circumstances shall the City of Huntington Beach or any of its - 4 - officers, agents or employees be obligated for any costs or expenses whatsoever under this agreement, or which are in any manner N connected with the subject matter of this agreement " E TENANT shall at all times hereunder keep the premises, including the interest of TENANT under this lease, free and clear of any and all mechanic's liens, and further agrees to defend and indemnify CITY on any claim or action brought pursuant to such lien F No construction hereunder shall be commenced until CITY has been provided with written confirmation that the requirements of subparagraphs A, B, C and D of this paragraph have been satisfied by TENANT G CITY agrees that TENANT shall be entitled to place a CITY -approved sign on at least one major public road, street or highway, to advertise the existence and location of the PAY N PLAY RACQUETBALL CENTER Such sign shall comply with the appli- cable provisions of the Huntington Beach Municipal Code, and the costs connected with such sign shall be paid by TENANT H TENANT shall cause construction of the facility hereunder to be commenced within ninety (90) days, and diligently complete such construction TENANT covenants that the racquet- ball facility shall be completed not later than nine (9) months from the commencement of the term hereof, except where delay is caused by acts of God, shortage or unavailability of necessary - 5 - materials, supplies or reasonable substitutes thereof, or other conditions which are beyond the control of TENANT 6 TREE- REIMBURSEMENT. TENANT agrees to reimburse CITY for all cysts in planting no more than ten (10) trees adjacent to the racquetball center 7 SECURITY OF PREMISES. TENANT shall provide at its sole cost security of the facility to the express satisfaction of CITY 8 APPROVAL OF CONDITION OF PREMISES. TENANT hereby acknowledges that he has inspected the demised premises prior to the execution of this lease, and hereby approves of its condition 9 ALTERATIONS. Following construction of the racquetball facility as provided in paragraph 6, TENANT shall not make any alterations to the premises without CITY'S prior written consent, provided, however, that TENANT is authorized to make minor, nonstructural alterations without such consent All improvements and alterations made hereunder shall remain a part of the real property and be surrendered with the premises upon expiration or termination of this lease 10 MAINTENANCE TENANT, at its expense, shall keep and maintain the demised premises, its appurtenances, and every part thereof in good and sanitary order, condition, and repair, subject to normal wear and tear, except for all landscaping on the premises which shall be maintained by CITY at no cost to TENANT 11 EBQEZBjX, TAXEa TENANT shall pay, before delinquency, all real and/or personal property taxes, general and/or special assessments levied and assessed against the improvements only, and all taxes, assessments, license fees and other charges that are levied and assessed against TENANT'S personal property installed or located in or on the premises during the term of this lease On demand by CITY, TENANT shall furnish CITY with evidence of such payments 12 UTILITIES. TENANT shall pay for all utilities, including but not limited to, water, gas, heat, light, power, telephone service, and all other services and utilities including meters supplied by CITY and utility companies supplied by CITY to the demised premises CITY provided services shall be granted to TENANT at the same rates as any other user of such services in the area of the leased property 13 INURANU AND HQLP jjABMLESS Except as provided below, TENANT shall comply with the requirements set forth in City of Huntington Beach Resolution No 4337 including the hold harmless and additional insured provisions therein, a copy of which is attached hereto as Exhibit "B" Such compliance shall be evidenced by TENANT in the form of a certificate of insurance to be provided by CITY 14 FIRE INSUEANQE ,AND LIABILITX INSURANCE During the term of this lease and any renewal thereof, and specifically during the period of construction of the racquetball facility, TENANT agrees to maintain in force, at TENANT'S sole cost and - 7 - expense, fire insurance with extended coverage, including coverage for damage caused by vandalism and malicious mischief on the racquetball facility and on any and all personal property connected therewith Such insurance policy shall be issued in the names of both CITY and TENANT as their interests shall appear Coverage of such insurance shall be equal to at least 80% of the full insurable value Proceeds of any insurance shall be used for the repair or rebuilding of any damages insured against, provided that if TENANT elects not to make such repairs or reconstruction, the proceeds shall be payable to CITY TENANT shall provide, throughout the term of this lease or any extension thereof, public liability and property damage insurance with such companies and in such amounts as may reason- ably be required by CITY The initial policy limits shall be for not less than five hundred thousand dollars ($500,000) for injury to one person, one million dollars ($1,000,000) for injuries to more than one person, and property damage limits of not less than three hundred thousand dollars ($300,000) 15 UqE TENANT shall use the demised premises solely for a public racquetball facility, and for incidental uses reasonably related thereto, including the sale of food and nonalcoholic beverages from vending equipment TENANT shall at all times operate the racquetball facility in a commercially sound manner and shall employ his best efforts to maximize the gross income The premises shall, at all times, be used in compliance with all federal, state, county and city laws, ordinances, rules and regulations The racquetball facility snall be open to the public (subject to any admission charges and other commercially reasonable and uniform_y applied rules) and TENANT shall not discriminate against ary person on the basis of race, creed, religion, color, national origin or sex TENANT shall use the premises so as to cause a minimum of noise and/or other incon- venience to the neighboring residents, and in this regard, TENANT shall cooperate with CITY at all times to implement any reason- able recommendations by CITY with regard to the operations of the racquetball facility 16 INSPECTION, TENANT shall permit CITY and its agents to enter into and upon the demised premises at all reasonable times for the purpose of inspecting the same 17 DAMAGE OR DESTRUCTION If during the term of this lease any building or permanent improvement at any time erected on the demised premises shall be partially destroyed by fire or other hazard, contingency, casualty, including but not limited to earthquake, or other cause or risk, including any destruction required by any authorized public authority, and excluding any damage or destruction resulting from TENANT'S act, use or occu- pation, or if said building or permanent improvements are declared unsafe or unfit for occupation, or if said building or permanent improvements are declared unsafe or unfit for occupancy by any authorized public authority for any reason other than TENANT'S acts, use or occupation, and whether or not such destruction or damage is covered by insurance, this lease will terminate Notwithstanding the above, TENANT shall have the option to repair or rebuild the premises, at his own expense, in whim event this lease shall not terminate In the event TENANT elects 0 so repair or rebuild the premises, the proceeds of any insurance payable as a result of such destruction shall be applied to the cost of reconstruction or repair 18 TERMINATION EY QITX In the event of any of the following defaults by TENANT, CITY may, at its option, terminate this lease A The failure of TENANT to pay rent or make any other payment required to be made by the TENANT hereunder, where such failure continues for thirty (30) days after written notice thereof by CITY to TENANT, B The failure of TENANT to observe or perform any other provisions of this lease which are to be performed by TENANT, provided that TENANT has not cured such default within thirty (30) days after written notice thereof by CITY to TENANT, PC Should TENANT file a petition of bankruptcy, or become a party to such a proceeding as the debtor, TENANT shall affirm or reject this lease not later than sixty (60) days from the filing of the petition in bankruptcy or other commencement of the proceedings, and the failure to affirm this lease within such time period shall be deemed a rejection of this lease In such event, this lease shall automatically terminate, and the premises shall be immediately surrendered to CITY along with all improve- ments thereon, - 10 - D In the event of a default by TENANT permitting CITY to terminate this lease, CITY, in addition to all other rights or remedies it may have, shall have the immediate right of re-entry N and may remove all persons and property from the premises, such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of TENANT Should CITY at any time terminate this lease for any breach, in addition to all other remedies CITY may have, CITY may recover from TENANT all damages it may incur by reason of such breach 19 TERMINAIIQN hY TENANT TENANT shall have the option to terminate this lease under the following conditions, upon thirty (30) days written notice to CITY A Upon destruction of the premises and the improve- ments thereon to an extent that TENANT deems it impractial or inadvisable to repair and reconstruct such destruction and damage In such event, TENANT shall return the land to its original state prior to construction at TENANT'S sole cost and expense, and proceeds of all insurance on property that would have reverted to CITY at termination of the lease shall be paid to CITY, B Upon the condemnation of the leased premises or any part thereof provided that the remaining portion of the premises and improvements thereon are rendered unsuitable for TENANT'S continued use of the premises, C At any time during the initial one hundred eighty (180) days of this lease if ( 1 ) TENANT reasonably determines that he is unable to obtain financing necessary to permit the construction and operation of the proposed racquetball facility, or (2) Nif TENANT is prevented or reasonably hindered in commencing the construction of the proposed racquetball facility by act of God or the elements, shortage or unavailability of necessary materials, supplies, or labor or reasonable substitutes thereof, or applicable governmental regulations or restrictions 20 ATTQBNEX'� FEES Should any litigation arise concerning the rights and liabilities of the parties to this lease, the prevailing party shall be entitled to an award of reasonable attorney's fees 21 ASSJQKMENT. TENANT shall not voluntarily assign or encumber his interest in this lease or in the premises, or sub- lease all or any part of the premises, allow any other person or entity to occupy or use all or any part of the premises, without first obtaining CITY'S written consent, any of which will not be unreasonably withheld Consent by CITY to assignment shall release TENANT from liability for continued performance of terms and conditions of this lease Assignment, encumbrance or sub- lease without CITY'S consent shall be voidable and at CITY'S election shall constitute a default No consent to any assign- ment, encumbrance or sublease shall constitute a further waiver of the provisions of this paragraph 22 WAIVER QE„BEACH The waiver by CITY or TENANT of any breach of the other party of any term, covenant, or condition - 12 - contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition herein contained 23% HOLDING OVER If TENANT, with CITY'S consent, express or implied, remains in possession of the premises after expiration or termination of this lease, or any extensions thereof, such possession by TENANT shall be deemed to be 4 le month -to -month tenancy terminable on thrity (30) days notice given at any time by either party All provisions of this lease except those pertaining to term and option to extend shall apply to the month -to -month tenancy 24 NOTICES All notices permitted or required under this lease shall be in writing, and shall be delivered to the applicable party specified below, or at such other address as the respective party may provide in writing for this purpose CITY City of Huntington Beach Dept of Community Services 2000 Main Street Huntington Beach, CA 92648 TENANT Huntington Beach Pay N Play Associates 14731 Golden West Street Westminster, CA 92683 Such notice shall be deemed made when personally delivered or when mailed, 48 hours after deposit in the United States mail, registered or certified postage prepaid, and addressed to the party as provided above - 13 - 25 ENTIRE AGREEMENT This lease contains the entire agreement of the parties, and supersedes all prior negotiations or understandings whether written or oral This agreement may only be amended or modified by written agreement executed by both parties 26 TIM„� QF E5SE QE Time is of the essence of each and every provision of this lease 27 SUREENPEE OF PREMIaES On expiration of this lease, TENANT shall surrender to CITY the premises and all improvements thereon whose title shall then vest in CITY, in good condition, reasonable wear and tear excepted TENANT shall remove its personal property within a reasonable time thereafter IN WITNESS WHEREOF, the parties hereto have caused this lease to be executed by and through their authorized officers the day, month and year first above written TENANT CHARLES L HOHL, DBA HUNTINGTON BEACH PAY N PLAj ASSOCIATES . �� Charles L Hohl,`Presfdent ATTEST City Clerk 51,7183 REVIEWED APPROVED City Administrator TE kdl 4/19/83 - 14 - CITY OF HUNTINGTON BEACH, a municipal corporation Mayo APPROVED AS TO FORM c City Attorney 7 INTIATED,AND AR rector, Community Services I 1 //G // 1-11Gi/ .s cAlool ScyODL PARXIIK; 8U/L O/NG F/`tC- Z 0 AREA FATE UrlcA AYE Zyo > 5so r TUR` YOCLEI'B,dL L 2 S • Zt�S�S'ET LL COURTS e t Q� PSEBp �0 � PROPOSED � � � M° RAcvvEr�ott yUNT1N;To•18E4c,v ` i OR n r ASSILHtiEUT OF LASE WHEREAS, the City of Huntington Beach, a municipal corporation (the "Lessor"), and Huntington Beach Pay N Play Associates, a California general partnership (the "original Tenant") entered into a lease agreeireat. dated May 16th, 1986 (the "Lease"), and WHEREAS, the Lessor, original Tenant and Pay N Play Racquetball of America Associates, a California limited partnership, executed an Assignment of Lease on or about December 31st, 1986 wherein original Tenant assigned all of its right, title and interest in, and to, the Lease to Fay N Play Racquetball of America Associates, WHEREAS, Pay N Play Racquetball of America Associates has entered into a purchase agreement dated September 7th, 1989, with E 0 Rodeffer and Phyllis M Rodeffer, Husband and Wife, for the sale of the racquetball facility located upon the demised premises, WHEREAS, Pay N Play Racquetball of America Associates has entered into a lease agreement with Rodeffer Investments, dba for E 0 Rodeffer and Phyllis M Rodeffer, Husband and Wife, dated September 7th, 1989 for operation of the racquetball facility, NOW, THEREFORE, for value received, Pay N Play Racquetball of AMerlea Associates hereby assigns to E 0 Rodeffer and Phyllis M. Rodeffer all of its right, title and interest in, and to, the Lease Executed this _,Zday of _. , 1989 at Fountain Valley, California PAY N PLAY RACQUETBALL OF KMFRICA ASSGC1ATjF a California limited paititErstrip, By PAY N PLAY RACQUETBALL OF AMERICAo, INC. a California corporation, its general partner By 11 Charles L Hohl, resident E 0 Rodeffer and Phyllis M Rodeffer, as hereinabove described, hereby accepts the foregoing assignment of the Lease by Pay N Play Racquetball of America Associates and expressly agrees and acknowledges that it assumes all of the obligations and liabilities of the Tenant pursuant to the Lease to the same extent as if it had been the original Tenant thereto 1oft 4 Executed this /7K� day of � � �` ` "�' , 1989 at Fountain Valley, California E 0 RODEFFER AND PHYLLIS M RODEFFER Husband and Wife Approved by CITY OF HUNTINGTON BEACH a municip 1 corporation By Mayor By City Clerk Approved as to form By City Attorney (� 2 of 2 y11 g saws o ISSUE DATE (MM/DDIYY) P , re -I ® 2-15-89 PROLe-j,ER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS c ' :ANDE'RSON & MURISON, INC NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW )LPL INS AGCY 1425 S EUCLID ST STE B COMPANIES AFFORDING COVERAGE , FULLERTON ,CA 92632 COMPAN Y A WESTERN WORLD INSURANCE COMPANY LETTER COMPANY LETTER INSURED ZSZd COMPANY PAY 'N PLAY RACQUETBALL LETTER OF AMERICA, INC 11770 E WARNER AVE #129 COMPANY LETTER FOUNTAIN VALLEY, CA 92708 m COMPANY LETTER s i THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDI TIONS OF SUCH POLICIES CO LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DDNY) POLICY EXPIRATION DATE (MM/1WWN 1 LIABILITY LIMITS IN THOUSANDS EACH OCCURRENCE AGGREGATE a GENERAL LIABILITY BODILY $ $ COMPREHENSIVE FORM INJURY PROPERTY $ $ PREMISES/OPERATIONS A i EXPLOSION&UNDERGROUND DCOLLAPSE HAZARD GLA 27 81 87 -1-89 1-1-90 I PRODUCTS/COMPLETED OPERATIONS CONTRACTUAL q�� COMBINED $17000 $1, 000 INDEPENDENT CONTRACTORS BROAD FORM PROPERTY DAMAGE PERSONAL INJURY PERSONAL INJURY $ a AUTOMOBILE LIABILITY _ BODILY INJURY $ ANY AUTO (PER PF" ALL OWNED AUTOS (PRIV PASS)Y THSASN) a As �� Attorn(PER aa�n $ AL OWNED AUTOS (OTHER � ty HIRED AUTOS AGPx $� i 1 1 C1v y A�tOr�'g PROPERTY $ NON -OWNED AUTOS ��y $� GARAGE LIABILITY BI & PD COMBINED $ a a EXCESS LIABILITY UMBRELLA FORy( - BI &PI OTHER THAN UMB;�ELLA FORM ` STATUTORY WORKERS COMPENSATION (EACH ACCIDENT} I AND $ (DISEASE POLICY LIMIT) EMPLOYERS LIABILITY $ (DISEASF EACH EMPLOYtE) OTHER DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS )� CERTIFICATE HOLDER IS NAIMED AS ADDITIONAL INSURED , OC 1821 17TH STREET, HU jNG'fON BEAC1L, o e JIM- �''1) t SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EX s� £ CITY` O HLINTINGTON BEACH PIRATION DATE THEREOF THE ISSUING COMPANY WILL XXanXUX ;X4t O1 w Ira AILt-3-0—DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE ►7C��C'}Ctif��$���24 200� ST IC tri 4 L NTIN� BEACH, CA 92648 CiO � > %SSOR AUTHORIZED REPRESENT-ATIVE ANDER30N & MURISON INC o ® e o a pa 1 J .^� �-. fix- c-t y k "'.� � _ •r _.. STATE P 0 BOX 807 SAN FRANCISCO CA 94101 0807 E - COMPENSATION I N S U R A N C E FUN D CERTIFICATE OF WORKERS COMPENSATION INSURANCE MARCH 23, 1989 1u* 1058126 — 89 POLICY NUMBER l —1-9 0 CERTIFICATE EXPIRES CITY OF HUNTINGTON BEACH RISK MANAGER P 0 BOX 711 HUNTINGTON BEACHf �c = JOB ALL OPERkTIONS CALIFORNIA`' ' 92`648" f L _ f e 'r i +_ � t �B t u ✓; I I ).JJi. W— fYl 2.3 Mid k This is to certify That vve1have issued a valid Workers Compensation Insurance policy in a'form approved by the California Insurance Commissioner to the.e.-..temployer named below for the policy e6iod ndicated- , J ~' This policy is not subject,to by,;he Fund exceptupon}enMys advance written notice to the employer a We will also give you TENVays advance notice should, this is policy be cancelled prior to ietsn4ormal expiration This certificate of insurance is not an insurance policy and does not amend extend or alter the coverage afforded by the policies listed herein` Notwithstanding any requirement term or condition of any contract or other document with respect to which tFiis certificate of 'insurance may be issued or may pertain the insurance afforded by the policies described herein is subject to all the terms exclusions and conditions of such policies ( r f r r WA PRESIDENT ... .� _ .�. TIC EMPLOYER'S LIABILITY LIMI3,0 0 0, PER OCCURRENCE ENDORSEMENT #2065 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 03/23/89—IS ATTACHED TO —AND FORMS A PART OF THIS POLICY t f v C7 r i o Ag TO FORTti�o�`� 1< rt i ZLJ S F— EMPLOYER PAY N PLAY RACQUETBALL OF AMERICA, INC 11770 EAST VARNER FOUNTAIN VALLEY CALIFORNIA- 92708 L t SCIF 10262 (REV 10 86) OLD 262A L�CEN! o-� "ncr7w Recorrting Requested by anti v , When Recorded Return to ,e �P OFFICE OF Ti,E CITY CLE3K 20nO PAIN STREET HUNTINGTO'! 9Ef"CN, CA ' 26a8 �� This document is solely for the �A t�0 _ official businessofthe City e contem- plated under Government Code See. 6103 and should be re.cordsd ASSIGNMENT OF LEASE free of charge. gt THI ASSIGN NZ° OF LEASE, dated this _.:_ day of Q.Ca?/M YMA , 1984,, by and among 'THE CITY or HUNTINGTON BEACH, a municipal corporation (the 00Lessor") HUNTINGTON BEACH PAY N PLAY ASSOCIATES, a California general partnership, and PAY N PLAY RACQUETBALL OF ARICA ASSOCIATES, a California limited partnership, (the "Assignee") RECITALS A On May 16, 1983, Lessor and Assignor entered into a Lease Agreement (the "Lease") wherein Lessor demised to Assignor a certain portion of the parcel of real property situated in the City of Huntington Beach, County of Orange, State of California, legally described on Exhibit A attached hereto The leased premises (the Leased Premises") are more fully described and delineated in the Lease which is hereby incorporated by reference as though fully set forth herein B Lessor currently holds the fee title to the Leased Premises and consequently the Lessor's interest in the Lease C assignor has agreed to assign to Assignee all of its right, title and interest in and to the Leased Premises under the Lease D Section 13 of the Lease prohibits such assignment without the Lessor's prior written consent In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, the parties agree and declare as follows WPN 2454U 12/15/86 ASSIGNMENT OF LEASE 1 Assignment Assignor hereby assigns, transfers and conveys to Assignee all of its right, title and interest as tenant under the Lease This Assignment shall be effective as of the date this Assignment is filed for record (the "Assignment Date') 2 Acceptance of Assignment Assignee does hereby accept the foregoing Assignment and agrees to assume, perform and be bound by all of the terms, covenants and conditions contained in the Lease on the part of tenant therein to be kept and performed, to all intents and purposes as though Assignee were the or,ginal tenant thereunder 3 Assignor Remains.. -,Liable Nothing contained herein, shall be construed as relieving Assignor from liability under the Lease, and Assignor hereby agrees that it shall remain jointly and severally liable, together with Assignee, for the performance of all of the terms, conditions and covenants contained in the Lease 4 Indemnification of Assignee Assignor agrees to indemnify, defend and hold Assignee harmless from and against any and all losses, claims, liabilities, costs and expenses, including but not limited to, attorneys` fees, arising as a result of any act or omission by or on behalf of Assignor from or in connection with the Lease or the Leased premises, occurring prior to the Assignment mate 5 Indemnification of Assignor Assignee agrees to indemnify, defend and hold Assignor harmless from and against any and all losses, claims, liabilities, costs and expenses, including but not limited to, attorneys` fees, arising as a result of any act or omission by or on behalf of Assignee from or in connection with the Lease on the Leased premises, occurring on or after the Assignment Date K b , --225 7 IN WITNESS WHEREOF, the parties have executed this document at �_ t, , California, as of the date first above wry' ten HUNTINGTON BEACH PAY N PLAY ASSOCIATES, a California genera: partnership, Assignor By , Charles Lorne Hohl, General Partner oe By E 0 Rod fer, General Partner PAY N PLAY RACQUETBALL OF AMERICA ASSOCIATES, a California limited partnership, Assignee By PAY N PLAY RACQUETBALL OF AMERICA, INC , a California corporation, General Partner � � f By Charles L Hohl, President 0 T CONSENT TO ASSIGNMENT Lessor does hereby consent to the assignment Assignor of its interest in the Lease to Assignee and agrees to recognize Assignee as tenant under the Leas: all intents and purposes as though Assignee were the original tenant thereunder This consent shall not be construed as a waiver of the restrictions contained in Lease, if any, regarding further assignments or subleases Effective as of the Assignment Date, all future notices or communications permitted or required under the Lease shall be sent to Assignee as follows A N Play Racquetball America Associat 14731 Goldenwest Street Westminster, CA 92683 Attention President I by M the with a copy to the attention of the General Counsel at the same address AT TEST City Clerks/�i 0 STATE OF CALIFORNIA ) Ss COUNTY OF ) On 30 , undersigned, a Notary Pu llc in a person,a-lly appoared, a 198�, before me, the +� for saA ,S,tate, 17 personally know o me or proved to me on the basis of satisfactory evidence to be the person(s) who executed the within instrument on behalf of HUNTINGTON BEACH PAY N PLAY ASSOCIATES, a California general partnership, and acknowledged to me that said partnership executed the same WITNESS my hand and official seal OFFICIAL SEAL WINIFRED M LA LONDE 1 NOTARY PUBLIC CALIFORNIA ORANGE COUNTY MY Comm expires MAR 26 1987 Nota Public in and for said State WINIf RED M LA LONDE 6 • . ra`�I�I�R�rilL:9 STATE OF CALIFORNIA ) } SS COUNTY OF � On ld',Z" 3� , 198 before me, the undersigned, a Notary Pubj,,1C in an fo sad d State, personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) who executed the within instrument on behalf of PAY N PLAY RACQUETBALL OF AMERICA ASSOCIATES, a California limited partnership, and acknowledged to me that said partnership executed the same WITNESS my hand and gXf7cial seal [Seal] =PUBLIC SEAL EMS IONDECALIFORNIANTYMAR 26 1987 tar Public in and for said State WINIFRED M LA LONDE 11 "wc // savooe ,; cllooz f'll'L D LO CV 2q� co { Q H W H � W - r. EA IoN 71—N5 TO/V 945,4 C 'A AAfW CA re � p56gA LL �D qj UT/CA AY4E7 �l/ �DU�7"S s C s O 0 e (J� Q • STATE OF CALIFORNIA ) SS COUNTY OF On A® , 1982, before me, the undersigned, aflotary Public in and for said State, personally appeared personally known to me or prolved to me on the basis of satisfactory evidence to be the persons who executed the within instrument as ��� �- c. 14. �� t of the CITY OF FIUNTINGTON BEACH, a municipal corporation, and acknowledged to me that such corporation executed the same WITNESS my a and official sea] t r� T(-IAL SEAL �� ` A BROCKWAY �f NQ? Per !�I BLIC — CALIFORNIA � ORri�GE G0t1NTY Ply C Mn expires OCT 10 1989 Notary Public in and fo saz.d State =PUIBLIC- - --.sue__..L SEAL BR�OCKWAYC - CALIFORNIA COUNTYires OCT 10 1989 CONSENT TO ASSIGNMENT OF LEASE Lessor , CITY OF HUNTINGTON BEACH, does hereby consent to the assignment by Lessee/Assignor, HUNTINGTON BEACH PAY N PLAY ASSOCIATES, of its interest in the Lease to Assignee and agrees to recognize Assignee as tenant under the Lease for all intents and purposes as though Assignee were the original tenant thereunder This consent shall not be construed as a waiver of the restrictions contained in the Lease, if any, regarding further assignments or subleases Effective as of the Assignment Date, all future notices or communications permitted or required under the Lease shall be sent to Assignee as follows PAY N PLAY RACQUETBALL 14731 Goldenwest Street Westminster, California Attention President OF AMERICA ASSOCIATES 92683 with a copy to the attention of the General Counsel at the same adaress ATTEST City Clerk REVIEWED AND APPROVED City Administrator CITY OF HUNTINGTON BEACH, A MUNICIPAL CORPORATION Mayor APPR�)VED AS TO FORM t � City Attorney Try INITIATED AND APPROVED Director, Community Services ELIE r� IN WITNESS WHEREOF the parties have executed than document at ) ', California, as of the date first above wri ten. HUNTINGTON BEACH PAY N PLAY ASSOCIATES, a California general partnership, Assignor i By.L6L(-1A-e Charles Lorne Hohl, General Partner By. E O. Ro fer, General Partner PAY N PLAY RACQUETBALL OF AMERICA ASSOCIATES, a California limited partnership, Assignee By PAY N PLAY RACQUETBALL OF AMERICA, INC , a California corporation General Partner � r i By % r _ _ / Charles L Hohl, President i0 FO:A 1 y Atturrey t Cit7 Attorney 3 0 i e 0 s s.0 Rai M fte Ara CA 0 TWsph" T VSS4-� COUNTY RECORDER Dff�P o 14P 3 ,?l �6G� IPA �Pc-Ij; C "� Zla Your document was recorded in Prior and should be re -recorded with the following corrections made Please see the appropriate lines that are checked The name of the corporation, partnership Or company must be printed or typed above the signature(s) for proper indexing The party signing the document must be identified as trustee at the signature point for proper indexing The Recorder's reference to the Deed of Trust is required in the body of the document The name of the party being released is required in the body of the document for proper indexing The document must be re -acknowledged by a notary public prior to re- recording 1 � ,f v s � ) v� a �kh t; �� hrlow l.�cJ me nL�' /? I ye+, R C c K !,-,Pk V Other 1, r �7 °7�` s'r! ►Y� e Il The reason for re-recording must be clearly stated on the document and the recording fees must accompany the document when re -submitted We are sorry for any inconvenience this has caused you LEE A BRANCH, County Recorder By y Beity Umbretl . �Ife` ►eputy I 33�-,�- 0% PAY N PLAY RACQUETBALL OF AMFRICA MERGER AND DISSOLUTION AGREEMENT JOG 5875K 12/8/86 70154-00001 PAY N PLAY RACQUETBALL OF AMERICA MERGER AND DISSOLUTION AGREEMENT This MERGER AND DISSOLUTION AGREEMENT (the "Agreement") is entered into effective as of December 31, 1986, by and among E 0 RODEFFER, CHARLES L HOHL, PAY N PLAY RACQUETBALL OF AMERICA ASSOCIATES, a California limited partnership ("Master Partnership") and each of the partnerships listed on the schedule attached hereto as Exhibit A ("Predecessor Partnerships") E O Rodeffer and Charles L Hohl are hereinafter referred to singularly as a "Partner" or collectively as the "Partners " The Partners together with Pay N Play Racquetball of America, Inc , a California corporation ("Inc "), have formed the Master Partnership for the purpose of consolidating and merging the Predecessor Partnerships into the Master Partnership The adjusted capital account balances of each Partner in each of the Predecessor Partnerships are set forth on Exhibit B attached hereto The Partners wish to convey their partnership interests in each of the Predecessor Partnerships to the Master Partnership in exchange for partnership interests in the Master Partnership, and then to cause each of the Predecessor Partnerships to be dissolved with the assets and liabilities of each Predecessor Partnership Lo be transferred to and assumed by the Master Partnership NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions herein contained, and other valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows 1 Exchange of Partnership Interest. Each Partner hereby assigns, transfers and conveys his partnership interest in each of the Predecessor Partnerships to the Master Partnership in consideration and exchange for the partnership interests in the Master Partnership previously granted and issued to each Partner as more particularly described in the Agreement of Limited Partnership pursuant to which the Master Partnership was formed (the "Master Partnership Agreement") 2 Dissolution and Merger As of the date set forth above, each Predecessor Partnership is dissolved and merged with and into the Master Partnership, the separate existence of each Predecessor Partnership shall cease and the Master Partnership shall continue in existence as the surviving partnership in the merger Without other transfer or assumption, the Master Partnership shall succeed to and possess all of the properties, rights, privileges, and powers, and shall assume and be subject to all of the liabilities, obligations, debts, restrictions and duties of each of the Predecessor Partnerships As the surviving partnership, the Master Partnership shall continue to be governed by the Master Partnership Agreement Inc will continue to be the general partner of the Master Partnership, and the Partners of the Predecessor Partnerships will be the partners of the Master Partnership 3 Capital Accounts As of the date set forth above, the respective adjusted capital account balances of each Partner in each Predecessor Partnership shall be aggregated and new capital account balances shall be determined in accordance with Section 1 704-10)(2)(ii)(b) and 1 704-1(b)(2)(iv)(a) of the Income Tax Regulations 4 Notices Any notice or any report required or permitted under this Agreement shall be given either personally or by mail (registered or certified, postage prepaid) or other means of written communication, addressed to the Partner at the address of the Partner appearing on the books of the Master Partnership or given by the Partner to the Master Partnership for the purpose of notice Any notice shall be deemed to be given as of the date so delivered if delivered personally, or as of the date which is 3 days following the date on which the same was deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and sent as aforesaid 5 Bepresentatives This Agreement shall be binding upon the parties hereto and their respective executors, administrators, successors and assigns 6 Governing Law This Agreement and all amendments hereto shall be governed by the internal laws and not the laws relating to conflicts of laws of the State of California 7 Recovery of Attorneys' Fees In the event suit is brought to enforce or interpret any part of this Agreement, the prevailing party shall be entitled to recover, as an element of his costs of suit and not as damages, reasonable attorneys' fees to be fixed by the court The "prevailing party" shall be the party who is entitled to recover his costs of suit, whether or not the suit proceeds to final judgment A party not entitled to recover his costs shall not recover attorneys' fees No sum for attorneys' fees shall be counted in calculating 2 the amount of a judgment for purposes of determining whether a party is entitled to recover his costs or attorneys' fees 8 Counterparts This Agreement may be executed in several counterparts and all so executed shall constitute one Agreement, binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart 9 Severability If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby 10 Additional Documents Each party hereto agrees to execute, with acknowledgment or affidavit, if required, any and all documents and writings which may be necessary or expedient in connection with the consummation of the merger contemplated by this Agreement and the achievement of its purposes, specifically including (a) all transfer deeds, lease assignments and other instruments of conveyance and assumption and (b) such certificates or notices of dissolution of the Predecessor Partnerships and other documents as Inc , as the general partner of the Master Partnership, deems necessary or appropriate IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written "MASTER PARTNERSHIP" PAY N PLAY RACQUETBALL OF AMERTCA ASSOCIATES, a California limited partnership By PAY N PLAY RACQUETBALL OF AMERTCA, INC , a California corporation, its general partner By (Vcfl �, � k a Charles L Hohl, President 3 STATE OF CALIFORNIA ) COUNTY OF ) SS On _4/C,� 198./ before me, the undersigned, a Notary Pub n an ffo d State, personally appeared personally known to me or proved to me on satisfactory evidence to be the person(s) within instrument on behalf of PAY N PLAY AMERICA ASSOCIATES, a California limited acknowledged to me that said partnership [Seall the basis of who executed the RACQUETBALL OF partnership, and executed the same [►FITNESS my hand and gXficial seal =TAA SEAL ` IONDE m A I NIA NTYAR 26 1987 Nota Public in and for said State WINIFRED M LA LONDE z SCHEDULE OF PREDECESSOR PARTNERSHIPS 1 Pay N Play Racquetball Associates of Paramount, a California general partnership 2 Pay N Play Racquetball Associates of La Habra, a California general partnership 3 Pay N Play Racquetball Associates of Ontario, a California general partnership 4 Pay N Play Racquetball Associates of Corona, a California general partnership 5 Pay N Play Racquetball Associates of Manhattan Beach, a California general partnership 6 Huntington Beach Pay N Play Associates, a California general partnership 7 Glendora Pay N Play Associates, a California general partnership 8 Pay N Play Racquetball Associates of San Bernardino, a California general partnership EXHIBIT A 61 ADJUSTED CAPITAL ACCOUNT BALANCES [Supply list of adjusted capital account balances of each Partner in each Predecessor Partnership Include supplemental capital contributions made by E O Rodeffer ] EXHIBIT B C: AGREEMENT OF LIMITED PARTNERSHIP OF PAY N PLAY RACQUETBALL OF AMERICA ASSOCIATES A CALIFORNIA LIMITED PARTNERSHIP JOG 0993K 11/25/86 70154-00001 TABLE OF CONTENTS Article Page I FORMATION OF PARTNERSHIP 1 1 1 Formation of Partnership 1 1 2 Partnership Name 1 1 3 Principal Place of Business 1 1 4 Business Purpose 1 1 5 Powers 2 1 6 Term 2 II PARTNERSHIP STATEMENTS AND CERTIFICATES 2 2 1 Filing of Fictitious Business Name Statement 2 2 2 Certificate of Limited Partnership 2 2 3 Execution of Certificate Amendments 2 III DEFINITIONS 3 3 1 Act 3 3 2 Additional Equity 3 3 3 Adjusted Capital Account Balance 3 3 4 Affiliate 3 3 5 Agreement 3 3 6 Capital Contribution 3 3 7 Capital Contribution Obligation 3 3 8 Distributable Assets 3 3 9 General Partner 4 3 10 Guaranteed Payment 4 3 11 Limited Partners 4 3 12 Merger Agreement 4 3 13 Partners 4 3 14 Partnership 4 3 15 Predecessor Partnerships 4 3 16 Terminating General Partner 4 IV CAPITAL CONTRIBUTIONS 4 4 1 Capital Contributions 4 4 2 Additional Capital Contributions 5 4 3 Liability of Partners 5 4 4 Capital Account 5 4 5 Withdrawals 6 4 6 Interest on Capital Contributions 6 4 7 Loans to the Partnership 6 (1) Article Page V ALLOCATION AND DISTRIBUTION OF PROFITS AND LOSSES 6 5 1 Determination of Profits, Gains, Losses, Deductions and Credits 6 5 2 Allocation of Profits, Gains, Losses, Deductions and Credits 6 5 3 Partnership Interest Transfer and Adjustments 6 5 4 Division of Distributions of Distributable Assets 7 5 5 Schedule for Distribution of Distributable Assets 7 5 6 Limitations on Distributions 7 VI POWERS AND RESPONSIBILITIES OF THE GENERAL PARTNER 8 6 1 Management of Partnership Business 8 6 2 Power and Authority of the General Partner 9 6 3 Contracts With Partnership 10 6 4 Right to Rely Upon the Authority of General Partner 11 6 5 Limitations on General Partner°s Power and Authority 11 6 6 Outside Activities 12 VII SUCCESSOR GENERAL PARTNER 12 7 1 Admission of Additional General Partners 12 7 2 Termination or Bankruptcy of the General Partner 12 7 3 Continuation by the Partners 13 7 4 Conversion to Limited Partner 14 7 5 Liquidating Payment 15 VIII RIGHTS AND LIMITATIONS OF LIMITED PARTNERS 16 8 1 Limitations on Rights of Limited Partners 16 8 2 Voting Rights of Limited Partners 16 8 3 No Priorities Among Limited Partners 17 8 4 No Right to Partition 17 Article IX X XI XII TRANSFER OF PARTNERS' INTERESTS, ADMISSIONS OF ADDITIONAL LIMITED PARTNERS, WITHDRAWALS 9 1 Restriction on Transfer 9 2 Effective Date of Transfer 9 3 Right of First Refusal 9 4 Substitute Partner(s) 9 5 Nonsubstituted Assignees 9 6 Admission of Additional Limited Partners 9 7 Partnership Withdrawals BOOKS OF ACCOUNT, RECORDS, REPORTS AND TAX MATTERS 10 1 Books and Records 10 2 Information Rights of Limited Partners 10 3 Fiscal Year 10 4 Partnership Funds 10 5 Income Tax Elections 10 6 Tax Controversies DISSOLUTION AND TERMINATION OF 1HE PARTNERSHIP 11 1 Dissolution 11 2 Winding Up and Liquidation 11 3 Time of Liquidation 11 4 Report on Liquidation 11 5 No Recourse INDEMNIFICATION OF GENERAL PARTNER 12 1 Limitation on Liabililty of the General Partner and Its Affiliates 12 2 Indemnification of the General Partner and Its Affiliates XIII MEETINGS 13 1 Calling of Meetings 13 2 Conduct of Meetings Page 17 17 18 18 19 20 20 20 21 21 22 23 23 23 23 24 24 24 27 27 27 27 27 28 28 28 28 Article Page XIV POWER OF ATTORNEY 28 14 1 Grant of Power 28 14 2 Irrevocability 29 XV AMENDMENTS 29 15 1 Ministerial Amendments 29 15 2 Substantive Amendments 30 15 3 Amendments Requiring Approval by Specified Percentages of Partners 30 XVI MISCELLANEOUS 30 16 1 Notices 30 16 2 Representatives 31 16 3 Governing Law 31 16 4 Entire Agreement 31 16 5 Recovery of Attorneys' Fees 31 16 6 Titles and Captions 31 16 7 Counterparts 31 16 8 Terms 31 16 9 Severability 32 16 10 Additional Documents 32 (iv) e AGREEMENT OF LIMITED PARTNERSHIP OF PAY N PLAY RACQUETBALL OF AMERICA ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP THIS AGREEMENT OF LIMITED PARTNERSHIP (the-,.- "Agreement") is made and entered into as of the �_ day of December, 1986, by and among PAY N PLAY RACQUETBALL OF AMERICA, INC , a California corporation (the "General Partner"), and E 0 RODEFFER ("Rodeffer") and CHARLES L HOHL ("Hohl") (collectively the "Limited Partners") The General Partner and the Limited Partners shall hereinafter be referred to collectively as the "Partners" and individually as a "Partner " ARTICLE I FORMATION OF PARTNERSSHIP 1 1 Formation of Partnership By this Agreement the parties hereto agree to form a limited partnership (the "Partnership") pursuant to the provisions of the Act 1 2 Partnership Name The name of the Partnership shall be PAY N PLAY RACQUETBALL OF AMERICA ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP The General Partner may, in its sole discretion, change the name of the Partnership at any time and from time to time, provided that such name complies with the requirements of the Act 1 3 Principal Place of Business The principal place of business of the Partnership shall be located at 14731 Goldenwest Street, Westminster, California 92683, or at such other place or places as the General Partner, in its sole discretion, may hereafter determine In addition to the principal place of business, the General Partner may also establish such other place(s) of business as it deems appropriate for the conduct of the Partnership's business affairs 1 4 Business Purpose The principal purpose of the Partnership is to acquire, own, manage, operate, franchise, lease, develop and/or sell or otherwise transfer racquetball franchises and facilities and other real property in connection with the franchising plan more fully described in that certain Franchise Offering Circular dated October 10, 1985, as subsequently amended (the "Franchise Plan") In addition to the foregoing, the Partnership's business purposes shall also include engaging in and entering into any and all activities, contracts, joint ventures, and agreements related or WPN 0993K incident to the Franchise Plan, including, without limitation, the acquisition, ownership, improvement, operation, sale, lease or other use of or dealing with real, personal or mixed property 1 5 Powers In furtherance of such business purposes, the Partnership shall have the power to have and to exercise all the powers conferred by the laws of California upon partnerships formed under the laws pursuant to and under which this Partnership is formed, as such laws are now in effect or at any time hereafter are put into effect 1 6 Term The term of the Partnership shall commence on the date of filing the Certificate of Limited Partnership in the office of the Secretary of State as required under the Act and, unless extended by agreement of all of the Partners or terminated earlier pursuant to this Agreement, shall continue until December 31, 2020 ARTICLE II PARTNERSHIP STATEMENTS AND CERTIFICATES 2 1 Filing of Fictitious Business Name Statement The General Partner shall execute such fictitious business name statement or statements and cause the same to be filed, recorded and/or published, as may be required from time to time (if at all) by applicable law, in the counties or other locations deemed appropriate by the General Partner 2 2 Certificate of Limited Partnership The General Partner shall cause to be filed and recorded a "Certificate of Limited Partnership" (Form LP-1), which certificate shall set forth the matters required by Section 15621 of the California Corporations Code, and shall also file and/or record any other instrument(s) as may be required to be filed and/or recorded by this Partnership in accordance with applicable law 2 3 Execution of Certificate Amendments Any amendment to this Partnership's certificate of limited partnership may be signed by the General Partner as provided in California Corporations Code Section 15622, or it may be prepared, executed and filed by any Partner if the General Partner fails or refuses to do so within a reasonable time after demand 6106K 2 ARTICLE III DEFINITIONS The following definitions shall be applicable to the terms set forth below as used in this Agreement 3 1 "act" - The California Revised Limited Partnership Act, California Corporations Code §S 15611-15723, or any successor thereto 3 2 "Additional Equity" - As defined in Section 5 4 3 3 "Adjusted Capital Account Balance" - With respect to any Partner and as of any date of reference, the dollar balance in such Partner's capital account as adjusted in accordance with the provisions of Section 4 4 3 4 "Affiliate" - Any person or entity that directly or indirectly controls, or is controlled by, or is under common control with, the Partnership or the General Partner 3 5 "Agreement" - This Agreement of Limited Partnership as the same may be amended from time to time 3 6 "Capital Contribution" - The amount of money and/or the agreed fair market value of any property (net of any liabilities assumed by the Partnership or to which the property is subject) contributed to the capital of the Partnership by any Partner, including the Limited Partners' pro rata portions of the capital of the Predecessor Partnerships transferred to this Partnership pursuant to the Merger Agreement 3 7 "Capital Contribution Obligation' - With respect to each Limited Partner, the amount of his specific Capital Contribution obligation as provided under Sections 4 1 and 4 2 3 8 "Distributable Assets" - All cash funds of the Partnership less (a) current charges and expenses, (b) accrued charges and expenses, (c) principal payments on any indebtedness of the Partnership coming due within the next ninety (90) days, and (d) reserves for working capital, contingencies, capital improvements and replacements, and as required by commercial lending institutions In this connection, the General Partner may, in its sole discretion, establish reasonable reserves for working capital, contingencies, capital improvements and replacements 6106K 3 3 9 "Franchise Plan" - As defined in Section 1 4 hereof 3 10 "General Partner" - The initial General Partner hereunder, or any successor or additional General Partner(s) as of the effective date that such additional or successor General Partner(s) shall become a General Partner of the Partnership pursuant to the terms of this Agreement 3 11 "Limited Partners" -- The Limited Partners designated as Limited Partners on the signature page(s) hereof and such other person or persons who are admitted to the Partnership either as additional or substituted Limited Partners A Limited Partner shall be deemed to be the owner of its partnership interest unless and until the assignee of such interest has been admitted to the Partnership as a substituted Limited Partner 3 12 "Merger Agreement" - The agreement(s) providing for the merger and consolidation of this Partnership and the Predecessor Partnerships 3 13 "Partners" - Collectively, the General Partner and the Limited Partners, reference to a Partner shall mean any one of the Partners 3 14 "Partnership" - The limited partnership organized and continuing under this Agreement, notwithstanding changes in its membership 3 15 "Predecessor Partnerships" - The partnerships listed on the schedule attached hereto as Exhibit A 3 16 "Terminating General Partner" -- Any General Partner to which any of the events described in Section 7 2 are attributable ARTICLE IV CAPITAL CONTRIBUTIONS 4 1 Capital Contributions As soon as practicable after the formation of the Partnership, the Partners will convey or transfer all of their interests in and to the Predecessor Partnerships and the assets thereof to the Partnership in exchange for interests in the Partnership as more fully described in the Merger Agreement Each Limited Partner shall be deemed to have made an initial Capital Contribution to the Partnership equal to the aggregate of the balances of such Limited 6106K 4 Partner's capital accounts in the Predecessor Partnerships, provided, however, that such capital account balances shall be adjusted, if necessary, in accordance with Section 1 704-1(b) of the Income Tax Regulations The General Partner shall make no Capital Contribution 4 2 Additional Capital Contributions The Partners shall not be obligated to make additional Capital Contributions to the Partnership In the event that any Partner desires to make an additional Capital Contribution, then all Partners shall have the right to make additional Capital Contributions in proportion to their shares of Partnership profits In the case of Capital Contributions of property, capital accounts shall be adjusted, if necessary, in accordance with Section 1 704-1(b)(2)(iv)(d) of the Income Tax Regulations 4 3 Liability of Partners Except for liability to return distributions pursuant to Section 15666 of the California Corporations Code, as required by Section 11 2(d), and as otherwise required by law, the liability of each Limited Partner to the Partnership shall be limited to the amount of his respective Capital Contribution Obligation and no Limited Partner shall have any further personal liability to contribute money to, or in respect of the liabilities or the obligations of, the Partnership, nor shall any Limited Partner be personally liable for any obligations of the Partnership 4 4 Capital Account A capital account shall be established for each Partner and shall be determined and maintained throughout the full term of the Partnership in accordance with the provisions of Section 1 704-1(b)(2)(iv) of the Income Tax Regulations Except as otherwise provided in Section 1 704-1(b) of the Income Tax Regulations, each Partner's capital account shall consist of the amount of such Partner's initial Capital Contribution plus additional Capital Contributions made by such Partner to this Partnership, increased by the amount of any Partnership net profits (or other line item amounts of income) allocated to such Partner, and decreased by the amount of any cash distributions, and the fair market value of any property distributions, net of any liabilities assumed by the recipient Partner or to which the property is subject, and subject to the special rule set forth in Section 11 2(c), in reduction of Partnership capital to such Partner and further decreased by the amount of any Partnership net losses (or other line item tax deductions) allocated to such Partner 6106K 5 4 5 Withdrawals Except as otherwise provided in this Agreement, the Capital Contributions of the Partners shall not be subject to withdrawal unless such withdrawal is approved by all Partners 4 6 Interest on Capital Contributions Except as otherwise provided in this Agreement, no Partner shall be entitled to interest on his Capital Contributions to the Partnership unless otherwise expressly agreed in writing by all the Partners 4 7 Loans to the Partnership A Partner may lend money to the Partnership only upon such terms and conditions as may be determined and approved by the General Partner Any such approved loan shall neither increase the interest of the lending Partner in the capital investment of the Partnership, nor shall it entitle him to any increased share in the Partnership's Distributable Assets or profits ARTICLE V ALLOCATION AND DISTRIBUTION OF PROFITS AND LOSSES 5 1 Determination of Profits, Gains, Losses, Deductions and Credits The profits, gains, losses, deductions and credits of the Partnership shall be determined for each fiscal year in accordance with the accounting method followed by the Partnership for federal income tax purposes 5 2 Allocation of Profits, Gains, —Losses, Deductions and Credits The profits, gains, losses, credits, and deductions of the Partnership shall be allocated among the Partners as follows General Partner 1% Rodeffer 49 5% Hohl 49 5% 5 3 Partnership Interest Transfer and Adjustments In the event of a transfer of any or all of an interest in the Partnership in accordance with this Agreement, at any time other than at the end of the Partnership's fiscal year, the profits, gains, losses, deductions and credits of the Partnership for such fiscal year shall be allocated between or among the respective parties or the Partners, as the case may be, in such manner as determined by the General Partner, in its discretion, which is consistent with the provisions of 6106K 6 Internal Revenue Code Section 706(d) or any applicable successor thereto, and the capital account of the transferor Partner that is attributed to the transferred interest shall be determined and maintained in accordance with the provisions of Section 1 704-1(b)(2)(iv)(1) of the Income Tax Regulations 5 4 Division of Distributions of Distributable Assets Distributable Assets attributable to each Partnership fiscal year (or portion thereof) shall be divided among and paid to the Partners in proportion to their respective interests in the profits of the Partnership as set forth in Section 5 2 , or in such other proportions as the Partners may agree in light of the imbalance of -the Partners' respective initial Capital Contributions and their mutual desire to provide for a preferential return of capital to Rodeffer as soon as practicable so as to equalize the Partners' respective Adjusted Capital Account Balances 5 5 Schedule for Distribution of Distributable Assets Distributable Assets shall be distributed to the Partners as provided in Section 5 4 from time to time as the General Partner deems appropriate, but in no event less frequently than quarterly 5 6 Limitations on Distributions Notwithstanding the foregoing, distributions to the Partners shall be subject to the following special limitations (a) No distribution shall be made by the Partnership if, immediately after such distribution, all liabilities of the Partnership, other than liabilities to Partners on account of their interest in the Partnership and liabilities as to which recourse of creditors is limited to specified property of the Partnership, exceed the fair value of the Partnership assets, provided that the fair value of any property that is subject to a liability as to which recourse of creditors is so limited shall be 6106K 7 included in the Partnership's assets only to the extent that the fair value of the property exceeds such liability (b) No distribution shall be made by the Partnership if either the Partnership or the General Partner is in default with respect to any indebtedness or liability of the Partnership (c) No distribution shall be made if, in the absolute judgment and discretion of the General Partner, such distribution will in any way jeopardize or limit the business of the Partnership (d) -No Limited Partner shall have the right to demand or receive property other than money upon any distribution A Partner may not be compelled to accept a distribution of any asset in kind in lieu of a proportionate distribution of money being made to other Partners (e) The capital accounts of the Partners prior to any distribution in -kind shall be adjusted, if necessary, in accordance with the provisions of Section 1 704-1(b)(2)(iv)(e) of the Income Tax Regulations ARTICLE VI POWERS AND RESPONSIBILITIES OF THE GENERAL PARTNER 6 1 Management of Partnership Business Subject to the right of Limited Partners to vote on certain matters as provided elsewhere in this Agreement, the General Partner shall have complete and exclusive control over the management, conduct and operation of the Partnership business and affairs, provided that the General Partner may delegate its duties and responsibilities to the extent empowered under Section 6 2 The General Partner shall use its best efforts to market and manage the Franchise Plan and shall cause to be provided the labor, material, equipment, supplies, supervision and other items necessary to manage and operate all the properties and assets of the Partnership The Limited Partners shall have no right to participate in the management, conduct or operation of the Partnership business or affairs nor any power or authority to act for or on behalf of the Partnership in any respect whatsoever 6106K 8 6 2 Power and Authority of the General Partner Except as otherwise specifically provided in this Agreement, the General Partner shall have, in addition to any other rights and powers he may possess, the right, power and authority, on behalf of the Partnership, and in its name, to exercise all of the rights, powers and authority of a partner of a partnership without limited partners under the California Uniform Partnership Act, including, without limitation, the power and authority to do all of the following (a) To acquire, purchase, construct, improve, sell, maintain and operate any property, real or personal, in connection with the operation of the Partnership's business, and to enter into contracts or agreements with others (including Affiliates of the General Partner) with respect to such matters, at such prices and upon such terms and conditions as the General Partner deems in his absolute discretion to be in the best interests of the Partnership, (b) To incur indebtedness for borrowed money on behalf of the Partnership required for the business of the Partnership and to secure the repayment of such borrowing by executing mortgages or deeds of trust, or otherwise encumbering or sub]ecting to security interests, all or any part of the assets of the Partnership, and to refund, refinance, increase, modify, consolidate or extend the maturity of any indebtedness created by such borrowing, or any such mortgage, deed of trust, pledge, encumbrance or other security device, all upon such terms as the General Partner deems in his absolute discretion to be in the best interests of the Partnership, (c) To perform all the obligations of the Partnership and enforce all of the rights of the Partnership under the terms and conditions of all contracts and agreements entered into by the Partnership, (d) To employ and dismiss from employment any and all employees, managers, agents, independent contractors, brokers, attorneys and accountants, (e) To purchase from others, at the expense of the Partnership, contracts of liability, casualty and other insurance which the General Partner deems advisable, appropriate or convenient for the protection of the assets or affairs of the Partnership or for any purpose convenient or beneficial to the Partnership, 6106K 9 (f) To delegate all or any of its administrative duties hereunder to non -Partners who may, under the supervision of the General Partner administer the day-to-day operations of the Partnership, serve as the Partnership's advisor and consultant in connection with policy decisions made by the General Partner, provide the Partnership with consultants, accountants, correspondents, attorneys, brokers, escrow agents, or act in any other capacity deemed by the General Partner necessary or desirable, perform or assist in the performance of such administrative functions necessary for the Partnership as may be agreed upon with the General Partner, and perform such other acts or services for the Partnership as the General Partner, -in its sole and absolute discretion, may approve, provided, however, that all major policy and all investment decisions shall be made by or under the direct supervision of the General Partner, (g) To pay and advance for the account of the Partnership any and all organizational expenses incurred in connection with the creation of the Partnership including but not limited to legal and accounting fees and expenses, (h) To amend this Agreement and the certificate of limited partnership in accordance with the provisions of this Agreement, and (i) To do such other acts as the General Partner deems necessary, desirable or appropriate for the furtherance of the Partnership and which are not prohibited by this Agreement or applicable law 6 3 Contracts With Partnership (a) Subject to the limitations set forth in Section 6 5 below, and notwithstanding the provisions of California Corporations Code Section 15636 or any successor thereto, the General Partner, any Limited Partner, or any Affiliate of either of them, may directly or indirectly, through one or more corporations, partnerships or other forms of entity in which such party has an interest, contract with the Partnership for any purpose or purposes in furtherance of the business of the Partnership In order to advance the purpose of the Partnership, the Partnership shall enter into an agreement with the General Partner whereby the General Partner shall promote the sale of franchises and operate and manage in accordance with the Franchise Plan the various 6106K 10 racquetball facilities now or hereafter owned or leased by the Partnership The General Partner shall receive, at Partnership expense, a reasonable management fee, not to exceed Three Hundred and Sixty Thousand Dollars ($360,000) each year for such services (b) In addition to the amounts to be paid to the General Partner pursuant to this Agreement, the General Partner shall be entitled to reimbursement in full from the Partnership for (or to cause the Partnership to pay directly) all out-of-pocket expenses, costs and fees incurred by the General Partner in connection with the formation of the Partnership and the conduct of Partnership business 6 4 Right to Rely Upon the Authority of General Partner No person dealing with the Partnership shall be required to determine the authority of the General Partner to make any commitment or undertaking on behalf of the Partnership nor to determine any fact or circumstance bearing upon the existence of the authority of the General Partner In addition, no purchaser of any property or interest owned by the Partnership shall be required to determine the sole and exclusive authority of the General Partner to sign and deliver on behalf of the Partnership any such instrument of transfer, or to see to the application or distribution of revenues or proceeds paid or credited in connection therewith, unless such purchaser shall have received written notice reasonably indicating the contrary 6 5 Limitations on General Partners Power and Authority Anything in this Agreement to the contrary notwithstanding, the General Partner shall have no authority without the approval of all the Limited Partners to (a) Do any act in contravention of this Agreement, (b) Confess judgment against the Partnership, (c) Possess Partnership property, or assign its rights to specific Partnership property, for other than a Partnership purpose, or (d) Admit a person as a Limited Partner except as otherwise provided in this Agreement 6106K 11 6 6 Outside Activities Nothing in this Agreement shall be construed so as to grant any right, privilege or option to any of the Partners to participate in any manner in any other business, corporation, partnership, venture or investment in which any one or more of the other Partners hereto may participate, including those which may be the same as or similar to the Partnership's business and in direct competition therewith Each of the Partners expressly waives the doctrine of partnership opportunity and consents to the participation by any of the Partners or their Affiliates and any officer, director, stockholder, associate or employee thereof in any such business, corporation, partnership, venture or investment ARTICLE VII SUCCESSOR GENERAL PARTNER 7 1 Admission of Additional General Partners Except as otherwise provided in Section 7 3, no additional General Partners shall be admitted to the Partnership without the consent of the General Partner (unless the General Partner is a Terminating General Partner) and a majority in interest of the Limited Partners 7 2 Termination or Bankruptcy of the General Partner The General Partner shall cease to be a General Partner, and, subject to Section 7 3 below, the Partnership shall be dissolved and terminated as set forth in Article XI of this Agreement upon the happening of any of the following events (a) The death, dissolution, termination, winding up, liquidation or other cessation to exist of the General Partner, (b) The withdrawal of the General Partner, (c) An order for relief against the General Partner is entered under Chapter 7 of the federal bankruptcy law or a successor statute, or the General Partner (i) makes an assignment for the benefit of creditors, 6106K 12 (ii) files a voluntary petition under the federal bankruptcy law, (ill) files a petition or answer seeking for that Partner any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law, or regulation, (iv) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against that Partner in any proceeding of this nature, or (v) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the General Partner or all or any substantial part of that Partner's properties, (d) If within sixty days after the commencement of any proceeding against the General Partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law, or regulation, such proceeding has not been dismissed, or if within 60 days after the appointment without that Partner's consent or acquiescence of a trustee, receiver, or liquidator of the General Partner or of all or any substantial part of that Partner's properties, the appointment is not vacated or stayed, or within 60 days after the expiration of any such stay, the appointment is not vacated 7 3 Continuation by the Partners Notwithstanding the provisions of Section 7 2 hereinabove, the Partners may, within 90 days following the occurrence of an event calling for the dissolution of the Partnership pursuant to Section 7 2 of this Agreement, by the vote or approval of (1) all the Limited Partners if the Terminating General Partner ceased to be a General Partner in circumstances where there is no remaining or surviving General Partner, or (ii) a majority -in -interest of the Limited Partners if such Terminating General Partner ceased to be a General Partner under circumstances not encompassed by (1) above, continue the Partnership on the same terms and conditions as are contained in this Agreement and elect a new General Partner as the circumstances require In the event the Partners so elect 6106K 13 to continue the Partnership, and provided the Terminating General Partner ceased to be a General Partner other than by withdrawal, the interest of the Terminating General Partner shall be calculated, liquidated, and paid to such General Partner pursuant to and as set forth in Section 7 5 of this Agreement, unless the legal representative of such Terminating General Partner elects to convert his interest to a limited partnership interest pursuant to Section 7 4 below I£, however, the Terminating General Partner withdrew, the provisions of Section 9 7 shall govern If, under such circumstances the Partners do not elect to continue the Partnership (or to form a new successor partnership), the Partnership shall be wound up and terminated pursuant to the provisions of Article XI of this Agreement 7 4 Conversion to Limited Partner If the Partners elect to continue the Partnership pursuant to Section 7 3 after an event calling for dissolution, the legal representative of the Terminating General Partner may elect to convert its interest in the Partnership to a limited partnership interest by delivering to the other Partners a written notice of election to convert ("Conversion Notice") within thirty (30) days following the decision of the Partners to continue the Partnership In such event, the conversion shall be effective ten (10) days following receipt of the Conversion Notice, and the Certificate of Limited Partnership shall be modified accordingly Such Partner shall thereafter (i) retain the same interest in that Partner's capital account, profits, losses and distributions, but that interest shall be that of a Limited Partner, (ii) not be personally liable for Partnership debts incurred after the person ceases to be a General Partner other than, only as to third parties doing business with the Partnership, any debts incurred by reason of such Partner's being deemed to be acting as a General Partner of the Partnership pursuant to Section 15642 of the California Corporations Code, (iii) be entitled to vote as a Limited Partner on all matters except the admission and compensation of a successor General Partner to such Partner, and (iv) have the Partner's interest in profits, losses, and distributions reduced pro rata with all other Partners to provide compensation, or an interest in the Partnership, or both, to a new General Partner If a Conversion Notice is not delivered within thirty (30) days following the decision to continue the Partnership, the interest of the Terminating General Partner shall be liquidated as set forth in Section 7 5 6106K 14 7 5 Liquidating Payment If, pursuant to the provisions of Section 7 4, the interest of the Terminating General Partner is to be liquidated, the Limited Partners must purchase the Partnership interest of the Terminating General Partner for a purchase price (1) agreed upon by the legal representative of the Terminating General Partner and a majority -in -interest of the Limited Partners, or (11) if the legal representative of the Terminating General Partner and the remaining Partners are unable to agree, based upon the appraised value of the Partnership assets as set forth below (a) If the legal representative of the Terminating General Partner and the remaining Partners cannot agree upon a purchase price to be paid to the Terminating General Partner within ten (10) days after it is determined that the interest of the Terminating General Partner is to be liquidated, the Partners shall appoint a mutually acceptable MAI appraiser to appraise the Partnership property, which appraiser must have at least five (5) years' appraisal experience with respect to property similar to the property owned by the Partnership at that time The fees and expenses of such appraiser shall be divided equally and borne half by the Terminating General Partner and half by the Limited Partners If the legal representative of the Terminating General Partner and the remaining Partners are unable to agree upon a mutually acceptable appraiser, the legal representative of the Terminating General Partner, at the expense of the Terminating General Partner, shall appoint an appraiser and the Limited Partners, at their own expense, shall also appoint an appraiser The two appointed appraisers shall then appoint a third appraiser with the requisite qualifications as set forth above, and if they are unable to agree within ten (10) days, then the appointment of such third appraiser shall be made by the President of the California Chapter of the American Institute of Real Estate Appraisers The fees and expenses of the third appraiser shall be divided equally and borne half by the Terminating General Partner and half by the Limited Partners The mutually agreed upon appraiser, or the group of three appointed appraisers, as the case may be, shall then determine the fair market value of the property owned by the Partnership The purchase price to be paid to the Terminating General Partner shall be the amount which the Terminating General Partner would have received under the terms of Article XI hereof if the Partnership were dissolved immediately following a cash sale of all of the assets of the Partnership at such appraised fair market value 6106K 15 (b) The purchase price for the interest of the Terminating General Partner shall be paid in full, including interest, before any of the remaining Partners receive any further distributions from the Partnership If the entire purchase price, with interest thereon, is not paid in full within three (3) years after the decision to continue the Partnership, the unpaid amount, with interest thereon, shall all become due and payable at such time Notwithstanding the foregoing, the entire outstanding balance of such purchase price shall be immediately due and payable upon the sale of substantially all of the assets of the Partnership Interest shall accrue on the purchase price at the rate of ten percent (10%) per annum until paid (c) If there is more than one Limited Partner at the time of the purchase of the Partnership interest of the Terminating General Partner, the Limited Partners shall purchase the Partnership interest of the Terminating General Partner pro rata in relation to their relative interests in Partnership profits, or in such other relationship as they shall agree ARTICLE VIII RIGHTS AND LIMITATIONS OF LIMITED PARTNERS 8 1 Limitations on Rights of Limited Partners Limited Partners shall take no part in or interfere in any manner with the control, conduct or operation of the Partnership, and shall have no right or authority to act for or bind the Partnership 8 2 _Voting Rights of Limited Partners The Limited Partners shall have the right to vote upon the following matters affecting the basic structure or operations of the Partnership (a) The continuation of the Partnership or the election of a successor General Partner to the extent provided in Section 7 3, (b) The admission of a General Partner under the circumstances described in Sections 7 1 or 7 3, or the admission of an additional Limited Partner as described in Section 9 6, (c) The amendment of this Agreement as provided in Article XV, 6106K 16 (d) The extension of the term of the Partnership as provided in Section 1 6, (e) The authorization of matters otherwise prohibited pursuant to Sections 4 5, 4 6 or 6 5, (f) The transfer of a Partnership interest as provided in Section 9 1, (g) The admission of a transferee of a Partner's interest in the Partnership as a Substitute Partner pursuant to Section 9 4, (h) The withdrawal of a Partner as provided in Section 9 7, and (1) The dissolution and winding up of the Partnership as provided in Sections 11 1 and 11 2 Unless specified otherwise elsewhere in this Agreement, the approval of a majority -in -interest of the Limited Partners shall be required for any matter on which the vote of the Limited Partners is required The Limited Partners shall have no right to vote on -any -matter except as expressly set forth in this Agreement 8 3 No Priorities Among Limited Partners Except as otherwise provided in this Agreement, no Limited Partner shall have priority over any other Limited Partner either as to the return of his Capital Contributions or as to interest in income, loss or other distributions 8 4 No Right to Partition No Limited Partner shall have the right to bring an action for partition against the Partnership Each of the Partners hereto waives any and all right which he may have to maintain an action to partition Partnership property ARTICLE IX TRANSFER OF PARTNERS' INTERESTS ADMISSIONS OF ADDITIONAL LIMITED PARTNERS WITHDRAWALS 9 1 Restriction on Transfer Other than as specifically provided in this Article IX, no Partner shall voluntarily, involuntarily or by operation of law, give, sell, assign, transfer, mortgage, hypothecate, encumber, bequeath or devise his interest in the Partnership (any such disposition is hereinafter referred to as a "transfer"), or any part thereof without the consent of all the Partners Any purported transfer of all or a part of a Partner's interest in the Partnership without 6106K 17 compliance with the provisions of this Article shall be void and of no effect against the Partnership, any other Partner, any creditor of the Partnership, or any claimant against the Partnership Notwithstanding the foregoing, a Partner shall have the right, without compliance with the provisions of this Article, to assign his interest in the Partnership to an affiliate, provided, however, that any such transferee affiliate shall not be admitted as a Substitute Partner unless and until the requirements of Section 9 4 are satisfied As used in this Section, with respect to each Partner, an "affiliate" shall mean and refer to (a) any corporation in which such Partner holds at least eighty percent (80%) of the voting stock, (b) if the Partner is a corporation, any other corporation the shareholders of which are identical to the shareholders of such Partner, (c) if the Partner is itself a partnership, any other partnership the partners of which are identical to the partners of such Partner, and (d) any family trust whose beneficiaries include the Partner, any affiliate of such Partner or any lineal descendants of such Partner 9 2 Effective Date of Transfer Every transfer of a Partner's interest in the Partnership shall be deemed to be effective as of the close of business on the day in which such event shall have occurred 9 3 Right of First Refusal Except as otherwise provided in Section 9 1, should any Partner ("Selling Partner") desire to sell, assign, transfer or convey all or any portion of such Partner's interest in the Partnership ("Offered Interest") to any person ("Outside Purchaser"), such transaction shall be subject to a right of first refusal in favor of the other Partner(s) as follows (a) The Selling Partner shall send a copy of the offer from the Outside Purchaser ('Offer") to the other Partners (the "Non -Selling Partners"), which shall be deemed to be an offer by the Selling Partner to sell the Offered Interest to the Non -Selling Partners at the price set forth in the Offer, upon the terms and conditions of this Agreement (b) The Non -Selling Partners shall deliver to the Selling Partner, within twenty-one (21) days after the notice of the Offer, either (i) a notice of acceptance ("Notice of Acceptance") accepting the Offer at the price and on the terms set forth therein, or (ii) a notice of rejection ("Notice of Rejection") Should the Non -Selling Partners deliver a Notice of Acceptance, the Non -Selling Partners and 6106K 18 the Selling Partner shall consummate the sale within sixty (60) days following the Notice of Acceptance, upon the terms and conditions set forth in the Offer If the Non -Selling Partners deliver a Notice of Rejection, or fail to deliver either a Notice of Acceptance or a Notice of Rejection within the 21-day period, the Selling Partner may sell the Offered Interest to the Outside Purchaser provided that such sale is (i) consummated within sixty (60) days following the earlier of the Notice of Rejection or the expiration of the 21-day period, and (ii) made in strict conformity with the terms of the Offer If such sale is not consummated, the provisions of this Section shall apply to any proposed subsequent sale by such Selling Partner of all or a portion of his interest in the Partnership (c) If there is more than one Non -Selling Partner, the Non -Selling Partners may purchase an Offered Interest pro rata based upon their relative interests in Partnership profits, or in such other relationship as they shall agree 9 4 Substitute Partner(s) No transferee of a Partner°s interest in the Partnership, other than one who is already a Partner, shall have the right to become a Partner ("Substitute Partner") in place of his transferor unless and until all of the following conditions are satisfied (a) The transferor and transferee have delivered to the remaining Partners a written instrument of assignment, fully executed and acknowledged, setting forth the intention of the transferor that the transferee become a Substitute Partner in his place, (b) The transferor and transferee have executed and acknowledged such other instruments as the remaining Partners may deem necessary or advisable to effect the admission of such person as a substituted Partner in accordance with the provisions of the Act, including without limitation, the written acceptance and adoption by such person of the provisions of this Agreement, and (c) Such transfer is made in compliance with the provisions of Section 9 3 and a majority in interest of the Limited Partners and the General Partner have consented in writing to the admission of such transferee as a Substitute Partner Such consent may be withheld by any Partner in its sole discretion 6106K 19 9 5 Nonsubstituted Assignees Any transferee who has not become a Substitute Partner pursuant to this Article shall be deemed to take only the right of his assignor or transferor to share in profits, losses and distributions of the Partnership, but shall acquire no right to any legal interest in the Partnership nor the right to exercise any power granted to a Partner under this Agreement The transferor shall remain a Partner until such time as the transferee becomes a Substitute Partner Notwithstanding the foregoing, if a Limited Partner who is an individual dies or is adjuged incompetent to manage his person or property, such Limited Partner's executor, administrator, guardian, conservator or other legal representative may exercise all such Partner's rights for the purpose of settling the Partner's estate or administering the Partner's property 9 6 Admission of Additional Limited Partners No additional Limited Partners shall be admitted to the Partnership without the unanimous written consent of the Partners Any such new Limited Partner shall, as a condition to admission, execute and acknowledge such instruments as the Partners may deem necessary or advisable to effect the admission of such person as a Partner, including without limitation, the written acceptance and adoption by such person of the provisions of this Agreement 9 7 Partnership Withdrawals (a) No Partner shall have the right to withdraw from the Partnership without the unanimous consent of the other Partners Transfer of a Partner's interest in the Partnership in compliance with this Agreement shall not constitute a "withdrawal" within the meaning of this Section (b) If the General Partner withdraws from the Partnership in violation of this Agreement, the General Partner's interest shall, (subject to liability to the Partnership for damages for breach of this Agreement, which damages may be offset against any amounts otherwise distributable to the General Partner) (i) retain the same interest in its capital account, profits, losses, and distributions, but that interest shall be that of a Limited Partner, (ii) not be personally Partnership debts incurred a General Partner, 6106K 20 liable for after it ceases to be (iii) be entitled to vote as a Limited Partner on all matters except the admission and compensation of a General Partner, and (iv) have its interests in profits, losses, and distributions reduced pro rata with all other Partners to provide compensation, or an interest in the Partnership, or both, to a new General Partner (c) Any Limited Partner withdrawing from the Partnership in violation of this Agreement shall be entitled to receive (i) periodic distributions of Distributable Assets along with the other Limited Partners as and when made by the General Partner, provided that once such Partner's capital account has been reduced to zero, such Partner's interest in the Partnership shall terminate and such Partner shall not be entitled to any further distributions ARTICLE X BOOKS OF ACCOUNT, RECORDS, REPORTS AND TAX MATTERS 10 1 Books and Records Proper and complete records and books of account shall be kept by the General Partner in which shall be entered fully and accurately all transactions and other matters relative to the Partnership's business as are usually entered into records and books of account maintained by partnerships engaged in businesses of like character The Partnership books and records shall be maintained on the basis utilized in preparing the Partnership's federal income tax return incorporating such method of accounting as the General Partner determines would be in the best interest of the Partnership and is a permissible method The General Partner shall keep at the principal office of the Partnership, and if the principal office is located outside the State of California, at an office located within the State of California, all the following (a) A current list of the full name and last known business or residence address of each Partner set forth in alphabetical order together with the contribution and the share in profits and losses of each Partner (b) A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed 6106K 21 (c) Copies of the Partnership's federal, state and local income tax or information returns and reports, if any, for the six most recent taxable years (d) Copies of this Agreement and all amendments thereto (e) Financial statements of the Partnership for the six most recent fiscal years (f) The Partnership's books and records for at least the current and past three fiscal years 10 2 Information Rights of Limited Partners (a) Upon the request of a Limited Partner, the General Partner shall promptly deliver to the Limited Partner, at the expense of the Partnership, a copy of the information required to be maintained by subdivision (a), (b), or (d) of Section 10 1 above (b) Each Limited Partner has the right, upon reasonable request, to each of the following (i) Inspect and copy during normal business hours any of the Partnership records required to be maintained by Section 10 1 (ii) Obtain from the General Partner, promptly after becoming available, a copy of the Partnership's federal, state and local income tax or information returns for each year (c) The General Partner shall promptly furnish to a Limited Partner a copy of any amendment to this Agreement executed by the General Partner pursuant to a power of attorney from the Limited Partner (d) The General Partner shall send to each person who was a holder of an interest in the Partnership at any time during the fiscal year then ended (including any assignee permitted under Article IX above, whether or not a Substitute Limited Partner) within 90 days after the end of each taxable year such information as is necessary to complete federal and state income tax or information returns, and, in the event the Partnership has 35 or fewer Limited Partners, a copy of the Partnership's federal, state, and local income tax or information returns for the year 6106K 22 10 3 Fiscal Year The fiscal year of the Partnership shall end on December 31st of each year, provided, however, that if the General Partner determines that a change to some other fiscal year would be in the best interest of the Partnership, the General Partner shall be entitled (subject to applicable income tax rules and regulations) to change the fiscal year of the Partnership 10 4 Partnership Funds The funds of the Partnership shall be deposited in such bank account or accounts as shall be designated by the General Partner All withdrawals from any such bank accounts shall be made by the General Partner or the duly authorized agent or agents of the General Partner 10 5 Income Tax Elections (a) The General Partner may make or petition to revoke (as the case may be) the election referred to in Section 754 of the Internal Revenue Code of 1954, as amended, or any corresponding or similar provisions of any subsequent revenue act, or under any similar state statute Each Partner agrees in the event of such an election to promptly supply the Partnership with the information necessary to give effect thereto (b) The General Partner shall have the right to make such other elections under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of items of Partnership income, gain, loss, deduction and credit and as to all other relevant matters as it believes necessary, appropriate or desirable 10 6 Tax Controversies For the purposes of receiving notices from the Internal Revenue Service on behalf of the Limited Partners, keeping each Partner informed of all administrative and judicial proceedings relating to adjustment of Partnership items at the Partnership level, and for all other relevant purposes, the General Partner of the Partnership shall hereby be designated the Tax Matters Partner (the "TMP'), with all of the rights, duties, powers, and obligations provided for in Sections 6221 through 6233, inclusive, of the Internal Revenue Code The TMP, as an authorized representative of the Partnership, shall have the right, but not the obligation, to assume the defense of any claims made by the Internal Revenue Service to the extent that such claims relate to the adjustment of Partnership items at the Partnership level, and in connection 6106K 23 therewith, to retain and pay counsel chosen by the TMP If in any year the Partnership's information return is challenged by the Internal Revenue Service and such challenge relates to the adjustment of Partnership items at the Partnership level, each affected Partner shall execute all documents necessary to authorize counsel retained by the TMP to defend such claim In no case, however, shall the TMP or the Partnership be liable for any additional tax payable by a Partner or for any costs of separate counsel chosen by such Partner to represent the Partner with respect to any aspects of such challenge ARTICLE XI DISSOLUTION AND TERMINATION OF THE PARTNERSHIP 11 1 Dissolution Subject to the provisions of Section 7 3 of this Agreement, the Partnership shall be dissolved upon the happening of any of the following events (a) The occurrence of an event calling for the dissolution of the Partnership pursuant to Section 7 2 of this Agreement, or (b) The expiration of the term of the Partnership as provided in Article I of this Agreement, unless all Partners agree to extend the term of the Partnership past the date set forth in Article I, or (c) Sale or other disposition by the Partnership of all or substantially all of its assets, or (d) Written consent of the General Partner and a majority -in -interest of the Limited Partners 11 2 Winding Up and Liquidation (a) Subject to the provisions of Section 11 2(c) below, upon the dissolution of the Partnership the General Partner (or another party unanimously designated by the Limited Partners) shall cause the Partnership assets to be sold in such manner as the General Partner, in its sole discretion, determines appropriate The holders of interests in the Partnership shall continue to share distributions, profits, losses and allocations during the period of liquidation in accordance with Article V hereof Unless all the Partners (other than a Terminating General Partner) agree otherwise, the person(s) winding up the Partnership affairs shall not be entitled to any special compensation for such activities 6106K 24 (b) Subject to the provisions of Section 11 2(c) below, upon the winding up and termination of the business and affairs of the Partnership, its assets (other than cash) shall be sold, its liabilities and obligations to creditors and all expenses incurred in its liquidation shall be paid, and all resulting items of Partnership income, gain, loss or deduction -- along with any "deemed" gain or loss under the rules of Section 11 2(c) below -- shall be credited or charged to the capital accounts of the Partners in accordance with the principles of Article V of this Agreement Thereafter, the net proceeds from such sales shall be distributed among the Partners in the following order of priority (1) First, to the payment and discharge of all of the Partnership's debts and liabilities, including liabilities to Partners to the extent permitted by law (other than liabilities for distributions pursuant to Article V), except the claims of secured creditors whose obligations will be assumed or otherwise transferred upon liquidation of the Partnership's assets, (ii) Second, to establish any reserves which the General Partner (or other liquidating party) may deem necessary, appropriate or desirable for any future, contingent or unforeseen liabilities, obligations, or debts of the Partnership or of the General Partner arising out of or in connection with the Partnership which are not yet payable or have not yet been paid Such reserves may, but are not obligated to, be paid over by the General Partner to an independent escrow holder, designated by the General Partner, to be held by it for the purpose of disbursing such reserves in payment of any of such liabilities, obligations and debts and, at the expiration of such period as the General Partner shall deem necessary, advisable or desirable, to distribute the balance thereafter remaining in the manner provided below, (111) Third, to Rodeffer as follows (a) an amount sufficient to bring the aggregate of all Distributable Assets distributed to Rodeffer by the Partnership since its formation to $ , (b) an amount equal to a twelve percent (12%) per annum cumulative 6106K 25 non -compounded return on the adjusted balance of certain additional Capital Contributions made to the Predecessor Partnerships as more particularly described on exhibit B attached hereto (the "Additional Equity"), and (c) an amount required to reduce the unreturned outstanding balance of his Additional Equity to zero, (iv) Fourth, to the Partners to the extent of their respective Adjusted Capital Account Balances, in proportion to such balances, and (v) Fifth, to the Partners in proportion to their respective interests in the profits of the Partnership as set forth in Section 5 2 (c) Notwithstanding the foregoing, the General Partner may make liquidation distributions of Partnership assets in kind rather than in cash, subject to the priority rules of Section 11 2(b) hereinabove If the distributions to be made pursuant to Section 11 2(b) consist in whole or part of non -cash assets or properties, the following rules shall be applied, consistent with the provisions of Section 1 704-1(b)(2)(iv)(e) of the Income Tax Regulations (i) The value of non -cash assets for distribution purposes shall be the fair market value of such assets (ii) The difference between the fair market value of any asset to be distributed in kind and its carrying value on the books of the Partnership shall be deemed to be a gain or loss (iii) Any such deemed gain or loss shall be allocated in accordance with Section 5 2 (iv) All such allocations shall be credited or charged to the Partners' capital accounts as set forth in Section 4 4 prior to making the distributions set forth in Section 11 2(b) (d) Notwithstanding anything to the contrary in this Agreement, at such time during liquidation as all assets of the Partnership have been sold, all liabilities and expenses of the Partnership have been 6106K 26 paid (to the extent the assets of the Partnership are sufficient therefor), all income, losses, and deductions have been allocated in accordance with Section 5 2, all assets have been distributed in accordance with Section 11 2(b), and all adjustments to the capital accounts have been made, and within the period provided under Section 1 704-1(b)(2)(11)(b) of the Income Tax Regulations, if any Partner then has a negative balance in his capital account, such a Partner shall contribute to the Partnership in cash an amount equal to the lesser of (i) the sum of all recourse debts and liabilities of the Partnership then remaining outstanding, plus the aggregate positive balance of the capital accounts of the Partners then having positive balances in their capital accounts, or (ii) the amount necessary to increase the balance in such Partner's capital account to zero, provided, however, in the event that more than one Partner has such a negative balance in its capital account, such contributions (up to the foregoing limitations) shall be made by such partners in such proportion to such respective negative balances Any amount so contributed shall be distributed as provided in Section 11 2(b) above 11 3 Time of Liquidation A reasonable time shall be allowed for the orderly liquidation of the properties and other assets of the Partnership and the discharge of liabilities to creditors so as to enable the General Partner to minimize to the extent he deems practicable, advisable or desirable the normal losses attendant upon a liquidation 11 4 Report on Liquidation Within a reasonable time following the completion of the liquidation of the Partnership's properties, the General Partner (or other liquidating party) shall supply to each of the Partners financial statements which shall set forth the assets and the liabilities of the Partnership as of the date of complete liquidation, each Partner's pro rata portion of distributions and the amount retained as reserves pursuant to Section 11 2(b)(ii) 11 5 No Recourse Limited Partners shall look solely to the assets of the Partnership for the return of their Capital Contributions, and if the assets remaining after the payment and discharge of Partnership debts and liabilities are insufficient to provide for the return of their Capital Contributions, the Limited Partners shall have no recourse against the General Partner No holder of an interest in the Partnership shall have any right to 6106K 27 demand or receive property other than cash upon dissolution and termination of the Partnership ARTICLE XII INDEMNIFICATION OF GENERAL PARTNER 12 1 Limitation on Liability of the General Partner and Its Affiliates The General Partner and any Affiliates it may have from time to time will not be liable to the Partnership or the Limited Partners as such for any errors in judgment or any acts or omissions, whether or not due to their negligence, and whether or not disclosed, unless caused by the gross negligence or willful misconduct of the person in question 12 2 _Indemnification of the General Partner and Its Affiliates The Partnership shall indemnify the General Partner and any Affiliates it may have from time to time for any expenses or liabilities (including attorneys' fees and costs of investigation and defense) they may incur by reason of the General Partner being the general partner of the Partnership, by providing any services to or for the Partnership, in connection with any joint activities or other transactions in which the Partnership engages with the General Partner or its Affiliates or by virtue of this Agreement, whether or not due to their negligence, and whether or not disclosed, unless such expense or liability is caused by the gross negligence or willful misconduct of the person seeking indemnification All judgments against the Partnership and the General Partner and/or its Affiliates wherein the General Partner and/or its Affiliates is entitled to indemnification must first be satisfied from Partnership assets before the General Partner is responsible for these obligations ARTICLE XIII MEETINGS 13 1 Calling of Meetings Meetings of the Partners may be called only by the General Partner in its sole discretion or by Limited Partners representing more than ten percent (10%) of the interests of all of the Limited Partners for any matters on which the Limited Partners may vote as set forth in this Agreement The calling of all meetings shall be in compliance with the provisions of the Act Notwithstanding the foregoing, the Partnership shall have an annual meeting on the first Monday of each October at the Partnership's principal place of business or such other location selected by the General Partner 6106K 28 13 2 Conduct of Meetings Each meeting of Limited Partners shall be conducted by the General Partner or such other persons as it shall appoint pursuant to the rules for the conduct of the meeting as it shall deem appropriate, except that the conduct of all meetings shall be in compliance with the provisions of the Act ARTICLE XIV POWER OF ATTORNEY 14 1 Grant of Power By execution of this Agreement, or a counterpart signature page hereto, each Limited Partner does hereby execute, acknowledge and deliver to the General Partner a Power of Attorney which constitutes, makes and appoints the General Partner its true and lawful attorney -in -fact with power and authority to act in its name, place and stead and for its use and benefit to sign, execute, certify, acknowledge, file and record the following documents to the extent they are produced and, if required, approved in accordance with the terms of this Agreement (a) This Agreement, any amendments hereto, and/or the original and any modification or amendment to the certificate of limited partnership for the Partnership as may be permitted or required under California Corporations Code Sections 15621 and 15622, or any successor thereto, (b) Any other documents or instruments which may be required to be filed or recorded by the Partnership under the laws of any state or by any governmental agency, or which the General Partner deems advisable to record, and (c) Any documents or instruments which may be required to effect the continuation of the Partnership or the operation of the Partnership business, the admission of substituted Limited Partners or General Partners or the dissolution and termination of the Partnership, including a certificate of cancellation 14 2 Irrevocability The grant of authority provided under Section 14 1 shall be irrevocable and be a power coupled with an interest and shall survive the death of a Limited Partner who is an individual, and may be exercised by the General Partner for such Limited Partner by a facsimile signature, and (b) shall survive the delivery of any assignment by a Limited Partner of the whole or any portion of its interest in the Partnership, except that where the assignee of the whole thereof has 6106K 29 been approved by the General Partner for admission to the Partnership as a substituted Limited Partner, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling the General Partner to execute, acknowledge and file any instrument necessary to effect such substitution ARTICLE XV AMENDMENTS 15 1 Ministerial Amendments The General Partner shall have full power, without prior notice to or consent of the Limited Partners, to amend this Agreement and the Partnership's certificate of limited partnership to admit new or Substitute Limited Partners as permitted by this Agreement, to reflect distributions of capital whenever required by law, to effect changes of a ministerial nature which do not materially and adversely affect the rights or increase the obligations of the Limited Partners, or to make changes to this Agreement or to the capital accounts of the Partners as may be necessary to comply with the Internal Revenue Code or the Income Tax Regulations 15 2 Substantive Amendments Except as otherwise provided in Section 15 1, all amendments to this Agreement shall require the express written consent of the Genera] Partner and of a majority -in -interest of the Limited Partners Notwithstanding the foregoing, without the prior written consent of the Partner(s) to be adversely affected by the amendment, this Agreement may not be amended so as to (a) Convert the interest of a Limited Partner into the interest of a General Partner, (b) Increase the liability of a Limited Partner, (c) Modify the limited liability of a Limited Partner, (d) Alter the interest of a Partner in the capital or profits of the Partnership, (e) Alter the rights of a Partner with respect to distributions from the Partnership, or (f) Modify the management rights of the General Partner 6106K 30 15 3 Amendments Requiring Approval by Specified Percentages of Partners Notwithstanding the provisions of Sections 15 1 or 15 2, provisions of this Agreement relating to the vote or approval of the Partners may only be amended or modified by the required vote or approval specified in said provision ARTICLE XVI MISCELLANEOUS 16 1 Notices Any notice or any report required or permitted under this Agreement shall be given either personally or by mail (registered or certified, postage prepaid) or other means of written communication, addressed to the Partner at the address of the Partner appearing on the books of the Partnership or given by the Partner to the Partnership for the purpose of notice Any notice shall be deemed to be given as of the date so delivered if delivered personally, or as of the date which is 3 days following the date on which the same was deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and sent as aforesaid 16 2 Representatives This Agreement shall be binding upon the parties hereto and their respective executors, administrators, successors and assigns 16 3 Governing Law This Agreement and all amendments hereto shall be governed by the internal laws and not the laws relating to conflicts of laws of the State of California 16 4 Entire Agreement This Agreement contains the entire understanding between the parties with respect to the subject matter hereof and supersedes any prior understandings and agreements between them with respect thereto 16 5 Recovery of Attorneys' Fees In the event suit is brought to enforce or interpret any part of this Agreement, the prevailing party shall be entitled to recover, as an element of his costs of suit and not as damages, reasonable attorneys' fees to be fixed by the court The "prevailing party" shall be the party who is entitled to recover his costs of suit, whether or not the suit proceeds to final judgment A party not entitled to recover his costs shall not recover attorneys' fees No sum for attorneys' fees shall be counted in calculating the amount of a judgment for purposes of determining 6106K 31 whether a party is entitled to recover his costs or attorneys' fees 16 6 Titles and Captions Section titles or captions contained in this Agreement are inserted only as a matter of convenience and for reference purposes and do not define, limit, extend or describe the scope of this Agreement or the intent of any provisions hereof 16 7 Counterparts This Agreement may be executed in several counterparts and all so executed shall constitute one Agreement, binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart 16 8 Terms Whenever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in the masculine, the feminine or the neuter gender shall include the masculine, feminine and neuter The term "person" means any individual, corporation, partnership, trust or other entity 16 9 Severability If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid, shall not be affected thereby 16 10 Additional Documents Each party hereto agrees to execute, with acknowledgement or affidavit, 3f required, any and all documents and writings which may be necessary or expedient in connection with the creation of the Partnership and the achievement of its purposes, specifically including (a) all amendments to this Agreement and such certificates and other documents as the General Partner deems necessary or appropriate to form, qualify or continue the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) in all other jurisdictions in which the Partnership conducts or plans to conduct business and (b) all such agreements, certificates, tax statements, tax returns and other documents as may be required of the Partnership or its Partners by the laws of the United States of America, the State of California, or any other state in which the Partnership conducts or plans to conduct business, or any political subdivision or agency thereof 6106K 32 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written GENERAL PARTNER PAY N PLAY RACQUETBALL OF AMERICA, INC , a California corporat n By Iq z� / Charles L Ho President LIMITED PARTNERS 6106K 33 m SCHEDULE OF PREDECESSOR PARTNERSHIPS 1 Pay N Play Racquetball Associates of Paramount, a California general partnership 2 Pay N Play Racquetball Associates of La Habra, a California general partnership 3 Pay N Play Racquetball Associates of Ontario, a California general partnership 4 Pay N Play Racquetball Associates of Corona, a California general partnership 5 Pay N Play Racquetball Associates of Manhattan Beach, a California general partnership 6 Huntington Beach Pay N Play Associates, a California general partnership 7 Glendora Pay N Play Associates, a California general partnership 8 Pay N Play Racquetball Associates of San Bernardino, a California general partnership EXHIBIT A .a SCHEDULE OF ADDITIONAL EQUITY [Supply list of exact amounts of supplemental capital contributions made to various Pay N Play partnerships by E O Rodeffer EXHIBIT B iYirtlrii, . � 'S.` tl �L'C2+—�SS1�111 eILE- �° ' ` DA ISSUE TE (MM/DD/YY) ® �2-0b _ PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AMEND ce Ts rm a .+ n EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW ..M _� r s d r E r a't' I, IT IT a rA r COMPANIES AFFORDING COVERAGE r LETTERNY A ILLINOIS UNION INSURANCE C014PANY INSURED ETT RNY B C14A INSURANCE CO. PAY N' PLAY SERVICE CORPORATION COMPANY c 14731 GOLDENWEST STRFET LETTER WES'iMINSTER, CA 92683 COMPANY LETTER COMPANY LETTER —P S w TO CERTi—1 THAT r'GLIC ES OF INSugA CE LiSTtD oELOvV rlAVE rsLEN iSouEU Tv Trim INauRED NAMED A80VE FOR THE POLICY PERIOD INDICATFD NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDI TIONS OF SUCH POLICIES '+ CO LTR TYPE OF INSURANCE POLICY NUMBER POLICYM/DD EFFECTIVE DATE (MM/DD/1Y) POLICY EXPIRATION DATE (MM/DD/YY) LIABILITY LIMITS IN THOUSANDS �< OCCEACH URRENCE AGGREGATE i GENERAL LIABILITY COMPREHENSIVE FORM BODILY INJURY Q W PROPERTY DAMAGE $ $ 3 PREMISES/OPERATIONS UNDERGROUND EXPLOSION & COLLAPSE HAZARD PRODUCTS/COMPLETED OPERATIONS .ICP 022167 12-31-8 12—.31— e CONTRACTUAL INDEPENDENT CONTRACTORS BI & PD COMBINED 1,000, $ 1,000, BROAD FORM PROPERTY DAMAGE PERSONAL INJURY PERSONAL INJURY $1 0 0 0 , , AUTOMOBILE LIABILITY ANY AUTO BODILY INJURY (PER PERSON) $ ALL OWNED AUTOS (PRIV PASS) OTHER THAN ALL OWNED AUTOS � TH PASS b BODILY INJURY (PER ACCIDENT) $ PROPERTY DAMAGE $ HIRED AUTOS NON OWNED AUTOS ry BI & PID COMBINED $ GARAGE LIABILITY y EXCESS LIABILITY UMBRELLA FORM APPROVED AS TO _ COMBINED $ $ OTHER THAN UMBRELLA FORM WORKERS COMPENSATION AND ) / STATUTORY (EACH ACCIDENT) $ (DISEASE POLICY LIMIT) s EMPLOYERS LIABILITY / fCl I N $ (DISEASE EACH EMPLOYEE) OTHER 262, 500 ALL, RISK A BUILDING BINDER #4134 2-31-85 12-31-85 EXCLUDING EARTH — DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES/SPECIAL ITEMS ww'V34%r:j a s LvvLr we v DEDUCTIBLE 1821 17th SRTEET, HUNTINGTON BEACH, CA. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EX CITY OF HUNTINGTON BEACH PIRATIO DATE THEREOF THE ISSUING COMPANY WILL XftXXXt0A X-P0 2000MAIN STREE'i MAIL —--DAYS WRITTEN YOTICE TO THE CERTIFICATE HOI DER NAMED TO THE LEFT R &-1AtI ReTQMpQ 72bd r� aNR ��CTiPkR9cL HUNTINGTON BEACH, CA. 92648 7e�z�arx�>��tt�►�€� icT��t9����§�§�+�5€�TS e LEASE AGREEMENT THIS AGREEMENT, made and entered into this 16th day of MAY , 1983, by and between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California, hereinafter referred to as "CITY," and CHARLES L HOHL, doing business as HUNTINGTON BEACH PAY N PLAY ASSOCIATES, (a general partnership between Charles L Hohl and E 0 Rodeffer) herein- after referred to as "TENANT " RECITALS WHEREAS, TENANT wishes to lease that certain real property located in the County of Orange, State of California, which is a portion of that real property commonly known as Huntington Beach Community Park No 845, bordered by Utica Avenue, Main and Seventeenth Streets, owned by the CITY, depicted on Exhibit "A", and WHEREAS, CITY desires a racquetball facility at such location, and WHEREAS, TENANT wishes to construct and operate for a term of thirty-four (34) years, plus two (2) consecutive ten (10) year options at its choice under the same lease terms, such a racquetball facility, NOW, THEREFORE, CITY hereby leases to TENANT, and TENANT hereby leases from CITY, on the terms and conditions set forth below, the above -described real property - 1 - ///0// a CNO©Z SCL/OdL PAf�fY/NG BU/L D/Ne; F/EL OS AAfW GATE urICA A K5 Zyo t 5so TvRF VoLLE'AISW L Z�S�S'ET LL ' COURTS Sb Fk r H eM/IfrS H W ?C l q-, y6IN%/NG %XN COMNOIVI;y 1 THE FACILITY The facility shall consist of ten (10) indoor racquetball courts and restrooms constructed according to plans and specifications to be approved by CITY The facility shall be constructed and operated by TENANT at no expense to CITY, and shall be designed to promote the health and recreational enjoyment of the residents of the City of Huntington Beach, provide inexpensive public recreation, provide CITY with a reasonable income from revenues derived from the use of the facility The racquetball facility and all improvements mentioned herein shall become the property of CITY upon termination of this lease, or sooner, as provided below 2 TERM This lease shall be for an initial term of thirty-four (34) years, beginning on execution hereof, and unless sooner terminated as hereinafter provided, expiring on August 1, 2017, with an option to TENANT to extend this lease for two ( 2 ) consecutive ten (10) year terms under the same terms and conditions herein 3 MINIMUM RENT TENANT shall pay to CITY as minimum monthly rent during the initial term hereof, the sum of Year One - the Sum of five hundred dollars ($500) Year Two - the sum of six hundred sixty-six dollars ($666) Year Three - the sum of eight hundred thirty-three dollars ($833) Year Four - the sum of one thousand dollars ($1,000) Year Five - the sum of one thousand dollars ($1,000) The rent shall be paid in advance on or before the first day of each calendar month MAE 4 ADDITIONAL RENT A Commencing with the fifth year of the term hereof and in each year thereafter, the annual rert shall be increased by an amount equal to eight percent (8%) of the tenants gross receipts for each such year which receipts are in excess of the amount of such receipts for the previous year Such increased rents shall be in addition to the minimum rent which shall not be reduced during the term hereof irrespective of the amount of the tenants gross receipts B As additional rent, TENANT agrees to provide court space at no charge to Huntington Beach School District students for conducting registered physical education racquetball classes during regular school days and hours Classes will be taught by a qualified instructor on the Huntington Beach School District faculty TENANT will provide up to seven (7) courts during regular school days and hours from 7 30 a m to 12 30 p m No courts will be available to Huntington Beach School District students on non -school days, nor after 12 30 p m Any abuse of the program mentioned in this paragraph may result in its being discontinued at TENANT'S option for good cause Estimated value of this additional rent is $875 00 per week, which will be credited against CITY use of Huntington Beach Union High School District athletic facilities C As further additional rent, if and when the racquetball center is sold by TENANT, the initial cost of the racquetball center will first be subtracted from the sale price - 3 - and the remainder will be treated as profit for which the CITY will be paid ten percent (10%) of such profit 5 CONSTRUCTION A TENANT shall prepare, at TENANT'S expense, all plans and specifications relating to the construction of the racquetball facility and any other improvements to be made on the premises, excluding landscaping B TENANT shall obtain CITY'S written approval for such plans and specifications mentioned above, prior to the commencement of ary construction pursuant hereto C TENANT shall further provide CITY with audited financial statements and/or other financial evidence as may be reasonably required by CITY to establish that TENANT will have adequate funding and financial resources, including reasonable contingency reserves, for the construction and operation of the said racquetball facility D TENANT shall pay costs of construction of any and all improvements, including, but not limited to, the cost of all plans, specifications, insurance, bonds, labor and materials Additionally, any and all contracts entered into by TENANT relating to the racquetball facility or any other improvements hereunder, shall contain the following clause "This agreement shall in no way bind the City of Huntington Beach, its officers, agents or employees, and under no circumstances shall the City of Huntington Beach or any of its - 4 - officers, agents or employees be obligated for any costs or expenses whatsoever under this agreement, or which are in any manner connected with the subject matter of this agreement " E TENANT shall at all times hereunder keep the premises, including the interest of TENANT under this lease, free and clear of any and all mechanic's liens, and further agrees to defend and indemnify CITY on any claim or action brought pursuant to such lien F No construction hereunder shall be commenced until CITY has been provided with written confirmation that the requirements of subparagraphs A, B, C and D of this paragraph have been satisfied by TENANT G CITY agrees that TENANT shall be entitled to place a CITY -approved sign on at least one major public road, street or highway, to advertise the existence and location of the PAY N PLAY RACQUETBALL CENTER Such sign shall comply with the appli- cable provisions of the Huntington Beach Municipal Code, and the costs connected with such sign shall be paid by TENANT H TENANT shall cause construction of the facility hereunder to be commenced within ninety (90) days, and diligently complete such construction TENANT covenants that the racquet- ball facility shall be completed not later than nine (9) months from the commencement of the term hereof, except where delay is caused by acts of God, shortage or unavailability of necessary - 5 - materials, supplies or reasonable substitutes thereof, or other conditions which are beyond the control of TENANT 6 TREE REIMBURSEMENT TENANT agrees to reimburse CITY for all costs in planting no more than ten (10) trees adjacent to the racquetball center 7 SECURITY OF PREMISES TENANT shall provide at its sole cost security of the facility to the express satisfaction of CITY 8 APPROVAL OF CQNDIJJQN OF PREMISES TENANT hereby acknowledges that he has inspected the demised premises prior to the execution of this lease, and hereby approves of its condition g ALTERATIONS Following construction of the racquetball facility as provided in paragraph 6, TENANT shall not make any alterations to the premises without CITY'S prior written consent, provided, however, that TENANT is authorized to make minor, nonstructural alterations without such consent All improvements and alterations made hereunder shall remain a part of the real property and be surrendered with the premises upon expiration or termiration of this lease 10 MAINTENANCE TENANT, at its expense, shall keep and maintain the demised premises, its appurtenances, and every part thereof in good and sanitary order, condition, and repair, subject to normal wear and tear, except for all landscaping on the premises which shall be maintained by CITY at no cost to TENANT - 6 - 11 PROPERTY TAXES TENANT shall pay, before delinquency, all real and/or personal property taxes, general and/or special assessments levied and assessed against the improvements only, and all taxes, assessments, license fees and other charges that are levied and assessed against TENANT'S personal property installed or located in or on the premises during the term of this lease Or demand by CITY, TENANT shall furnish CITY with evidence of such payments 12 UTILITIES TENANT shall pay for all utilities, including but not limited to, water, gas, heat, light, power, telephone service, and all other services and utilities including meters supplied by CITY and utility companies supplied by CITY to the demised premises CITY provided services shall be granted to TENANT at the same rates as any other user of such services in the area of the leased property 13 INSURANCE AND HOLD HARMLESS Except as provided below, TENANT shall comply with the requirements set forth in City of Huntington Beach Resolution No 4337 including the hold harmless and additional insured provisions therein, a copy of which is attached hereto as Exhibit "B" Such compliance shall be evidenced by TENANT in the form of a certificate of insurance to be provided by CITY 14 FIRE INSURANCE AND LIABILITY INSURANCE During the term of this lease and any renewal thereof, and specifically during the period of construction of the racquetball facility, TENANT agrees to maintain in force, at TENANT'S sole cost and - 7 - y expense, fire insurance with extended coverage, including coverage for damage caused by vandalism and malicious mischief on the racquetball facility and on any and all personal oroperty connected therewith Such insurance policy shall be issued in the names of both CITY and TENANT as their interests shall appear Coverage of such insurance shall be equal to at least 80% of the full insurable value Proceeds of any insurance shall be used for the repair or rebuilding of any damages insured against, provided that if TENANT elects not to make such repairs or reconstruction, the proceeds shall be payable to CITY TENANT shall provide, throughout the term of this lease or any extension thereof, public liability and property damage insurance with such companies and in such amounts as may reason- ably be required by CITY The initial policy limits shall be for not less than five hundred thousand dollars ($500,000) for injury to one person, one million dollars ($1,000,000) for injuries to more than one person, and property damage limits of not less than three hundred thousand dollars ($300,000) 15 USE TENANT shall use the demised premises solely for a public racquetball facility, and for incidental uses reasonably related thereto, including the sale of food and nonalcoholic beverages from vending equipment TENANT shall at all times operate the racquetball facility in a commercially sound manner and shall employ his best efforts to maximize the gross income The premises shall, at all times, be used in compliance with all federal, state, county and city laws, ordinances, rules and regulations The racquetball facility shall be open to the public (subject to any admission charges and other commercially reasonable and uniformly applied rules) and TENANT shall not discriminate against any person on the basis of race, creed, religion, color, national origin or sex TENANT shall use the premises so as to cause a minimum of noise and/or other incon- venience to the neighboring residents, and in this regard, TENANT shall cooperate with CITY at all times to implement any reason- able recommendations by CITY with regard to the operations of the racquetball facility 16 INSPECTION TENANT shall permit CITY and its agents to enter into and upon the demised premises at all reasonable times for the purpose of inspecting the same 17 DAMAGE OR DESTRUCTION If during the term of this lease any building or permanent improvement at any time erected on the demised premises shall be partially destroyed by fire or other hazard, contingency, casualty, including but not limited to earthquake, or other cause or risk, including any destruction required by any authorized public authority, and excluding any damage or destruction resulting from TENANT'S act, use or occu- pation, or if said building or permanent improvements are declared unsafe or unfit for occupation, or if said building or permanent improvements are declared unsafe or unfit for occupancy by any authorized public authority for any reason other than TENANT'S acts, use or occupation, and whether or not such destruction or damage is covered by insurance, this lease will - 9 - terminate Notwithstanding the above, TENANT shall have the option to repair or rebuild the premises, at his own expense, in which event this lease shall rot terminate In the event TENANT elects to so repair or rebuild the premises, the proceeds of any insurance payable as a result of such destruction shall be applied to the cost of reconstruction or repair 18 TERMINATION BY CITY In the event of any of the following defaults by TENANT, CITY may, at its option, terminate this lease A The failure of TENANT to pay rent or make any other payment required to be made by the TENANT hereunder, where such failure continues for thirty (30) days after written notice thereof by CITY to TENANT, B The failure of TENANT to observe or perform any other provisions of this lease which are to be performed by TENANT, provided that TENANT has not cured such default within thirty (30) days after written notice thereof by CITY to TENANT, C Should TENANT file a petition of bankruptcy, or become a party to such a proceeding as the debtor, TENANT shall affirm or reject this lease not later than sixty (60) days from the filing of the petition in bankruptcy or other commencement of the proceedings, and the failure to affirm this lease within such time period shall be deemed a rejection of this lease In such event, this lease shall automatically terminate, and the premises shall be immediately surrendered to CITY along with all improve- ments thereon, - 10 - D In the event of a default by TENANT permitting CITY to terminate this lease, CITY, in addition to all other rights or remedies it may have, shall have the immediate right of re-entry and may remove all persons and property from the premises, such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of TENANT Should CITY at any time terminate this lease for any breach, in addition to all other remedies CITY may have, CITY may recover from TENANT all damages it may incur by reason of such breach 19 TERMINATION BY TENANT TENANT shall have the option to terminate this lease under the following conditions, upon thirty (30) days written notice to CITY A Upon destruction of the premises and the improve- ments thereon to an extent that TENANT deems it impractial or inadvisable to repair and reconstruct such destruction and damage In such event, TENANT shall return the land to its original state prior to construction at TENANT'S sole cost and expense, and proceeds of all insurance on property that would have reverted to CITY at termination of the lease shall be paid to CITY, B Upon the condemnation of the leased premises or any part thereof provided that the remaining portion of the premises and improvements thereon are rendered unsuitable for TENANT'S continued use of the premises, C At any time during the initial one hundred eighty (180) days of this lease if ( 1 ) TENANT reasonably determines that he is unable to obtain financing necessary to permit the construction and operatior of the proposed racquetball facility, or (2) if TENANT is prevented or reasonably hindered in commencing the construction of the proposed racquetball facility by act of God or the elements, shortage or unavailability of necessary materials, supplies, or labor or reasonable substitutes thereof, or applicable governmental regulations or restrictions 20 ATTORNEY'S FEES Should any litigation arise concerning the rights and liabilities of the parties to this lease, the prevailing party shall be entitled to an award of reasonable attorney's fees 21 ASSIGNMENT TENANT shall not voluntarily assign or encumber his interest in this lease or in the premises, or sub- lease all or any part of the premises, allow any other person or entity to occupy or use all or any part of the premises, without first obtaining CITY'S written consent, any of which will not be unreasonably withheld Consent by CITY to assignment shall release TENANT from liability for continued performance of terms and conditions of this lease Assignment, encumbrance or sub- lease without CITY'S consent shall be voidable and at CITY'S election shall constitute a default No consent to any assign- ment, encumbrance or sublease shall constitute a further waiver of the provisions of this paragraph 22 WAIVER OF BREACH The waiver by CITY or TENANT of any breach of the other party of any term, covenant, or condition - 12 - contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition herein contained 23 HOLDING OVER If TENANT, with CITY'S consent, express or implied, remains in possession of the premises after expiration or termination of this lease, or any extensions thereof, such possession by TENANT shall be deemed to be month -to -month tenancy terminable on thrity (30) days notice given at any time by either party All provisions of this lease except those pertaining to term and option to extend shall apply to the month -to -month tenancy 24 NOTICES All notices permitted or required under this lease shall be in writing, and shall be delivered to the applicable party specified below, or at such other address as the respective party may provide in writing for this purpose CITY City of Huntington Beach Dept of Community Services 2000 Main Street Huntington Beach, CA 92648 TENANT Huntington Beach Pay N Play Associates 14731 Golden West Street Westminster, CA 92683 Such notice shall be deemed made when personally delivered or when mailed, 48 hours after deposit in the United States mail, registered or certified postage prepaid, and addressed to the party as provided above - 13 - 25 ENTIRE AGREEMENT This lease contains the entire agreement of the parties, and supersedes all prior negotiations or understandings whether written or oral This agreement may only be amended or modified by written agreement executed by both parties 26 TIME OF ESSENCE Time is of the essence of each and every provision of this lease 27 SURRENDER OF PREMISES On expiration of this lease, TENANT shall surrender to CITY the premises and all improvements thereon whose title shall then vest in CITY, in good condition, reasonable wear and tear excepted TENANT shall remove its personal property within a reasonable time thereafter IN WITNESS WHEREOF, the parties hereto have caused this lease to be executed by and through their authorized officers the day, month and year first above written TENANT CHARLES L HOHL, DBA HUNTINGTON BEACH PAY N PLAN ASSOCIATES / , Charles L- Hohl,`PresYdent ATTEST City Clerk REVIEWED APPROVED .,. City Administratd'r TE kdl 4/19/83 - 14 - CITY OF HUNTINGTON BEACH, a municipal corporation I tl� �- Mayo APPROVED AS TO FORM City Attorney 7 � rector, Community Service J EXHIBIT "B" Ir RESOLUTION NO 4337 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH ESTABLISHING A MINIMUM LIABILITY INSURANCE LIMIT WHEREAS, there are persons engaged in various activities In the city which subject the city to possible liability for damage to property and injury to persons, and For the protection of the public health, safety and wel- fare, the city requires such persons to maintain insurance naming the city additional insured, and The city desires to establish uniform minimum liability limits for all such persons engaged in said various activities who are required by ordinance, resolution or otherwise to provide such liability insurance, ITNOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Huntington Beach that the minimum liability limits shall be as follows 1 Combined Single Limit Bodily Injury and/or Property Damage including Products Liability $300,000 combined limit per occurrence, except as otherwise provided by ordinance or contract 2 Additional Insured Endorsement The insured agrees that the City of Huntington Beach City Council, and/or all City Council appointed groups, committees, commissions, boards and any other City Council appointed body, and/or elective and appointive officers, servants or employees of the City of Huntington Beach when acting as such, are additional assureds hereunder 3 Any person engaging in any activity determined by ordinance, resolution or the City Administrator to subject the city to a possibility of liability shall provide the city with a certificate of insurance containing the additional insured endorsement and the hold harmless agreement e 4 i 4 Hold Harmless Agreement The insured agrees to protect, defend, indemnify and save harmless the City of Huntington Beach against loss, damage or expense by reason of any suits, claims, demands, judgments and causes of action caused by insured, his employees, agents or any subcontractor, arising out of or in consequence of the performance of all or any operations covered by the certificate of insurance, and such insurance shall be primary to any insurance of the city Resolution No 4013 and all other resolutions in conflict herewith are hereby repealed PASSED AND ADOPTED by the City Council of the City of Huntington Beach at an adjourned regular meeting thereof held on the 6th day of October, 1976 ATTEST City Clerk APPROVED AS TO CONTENT A ng City Adminstrator APPROVED,,TNIT � , 4iill, City TrOBSUM of Huntington Bseeh CO - APPROVED AS TO FORM n _ DEPARTMENT I\' F FISCAL IMPACT FISCAL IMPACT C' ")GETED FISCAL IMPACT NOT BUDGETED REQUIRES FINANCIAL IMPACT RE°ORT 0 P SCAfE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF HUNTINGTON BEACH ) I, ALICIA M WENTWORTH, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven, that the foregoing resolution was passed and adopted by the affirmative vote of more than a majority of all the members of said City Council at a regular adjourned meeting thereof held on the 6th day of October , 1976 , by the following vote AYES Councilmen Bartlett, Coen, Gibbs, Siebert, Shenkman, Wieder NOES Councilmen None ABSENT Councilmen Partinson 0 a, e4 ;-, %.'' J� City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California 0 LFASE AGREEMENT JS� r� A' Ul This agreement, entered into this fj day of ram, 1982, by and between the CITY OF HUNTINGTON BEACH, a municipal corpora- tion (CITY), and CHARLES L HOHL, doing business as PAY N PLAY SERVICE CORPORATION, a California corporation (TENANT) T?'MOTMAT C WHEREAS, TENANT wishes to lease that certain real property located in the County of Orange, State of California, which is a portion of that real property commonly known as Huntington Beach Community Park No 845, bordered by Utica Avenue, Main and Seventeenth Streets, owned by the CITY, depicted on Exhibit "A"," and and WHEREAS, CITY desires a racquetball facility at such location, WHEREAS, TFNANT wishes to construct and operate for a term of thirty-five (35) years, plus two (2) consecutive ten (10) year op- tions at its choice under the same lease terms, such a racquetball facility, NOW, THEREFORE, CITY hereby leases to TENANT, and TENANT hereby leases from CITY, on the terms and conditions set forth below, the above -described real property 1 The Facility The facility shall consist of ten (1) indoor racquetball courts, and restrooms constructed according to plans and specifications to be approved by CITY The facility shall be constructed and operated by TENANT at no expense to CITY, 1 0 and shall be designed to promote the health and recreational enjoy- ment of the residents of the City of Huntington Beach, provide inexpensive public recreation, provide CITY with a reasonable in- come from revenues derived from the use of the facility The racquetball facility and all improvements mentioned herein shall become the property of CITY upon termination of this lease, or sooner, as provided below 2 Term This lease shall be for an initial term of thirty- five (35) years, beginning on t4kcGGcST� n� 1982, and unless sooner terminated as hereinafter provided, expiring on /`t&A(A S 20117 , with an option to TENANT to extend this lease for two (2) consecutive 10-year terms under the same terms and conditions herein 3 Minimum Rent TENANT shall pay to CITY as minimum monthly rent during the initial term hereof, the sum of Year One the sum of five hundred dollars ($500) Year Two the sum of six hundred sixty-six dollars ($666) Year Three the sum of eight hundred thirty-three dollars ($833) Year Four the sum of one thousand dollars ($1,000) v 0 Year Five and thereafter the sum of one thousand dollars ($1,000) lam" The rent shall be paid in advance on or before the first day of 5tl7 t each calendar year 4 Additional Rent A Commencing with the fifth year of term hereof and in each year thereafter, the annual rent shall be increased by an amount equal to eight percent (8%) of TENANT's CA gross receipts for each such year which receipts are in excess of & the amount of such receipts for the previous year Such increased rents shall be in addition to the minimum rent which shall not be reduced during the term hereof irrespective of the amount of the TENANT's gross receipts 2 B As additional rent, TENANT agrees to provide court space at no charge to Huntington Beach School District students for conducting registered physical education racquetball classes during regular school days and hours Classes will be taught by a qualified instructor on the Huntington Beach School District faculty TENANT will provide up to seven (7) courts during regu- lar school days and hours from 7 30 a m to 12 30 p m No courts will be available to Huntington Beach School District students on non -school days, nor after 12 30 p m Any abuse of the program mentioned in this paragraph may result in its being discontinued at TENANT's option for good cause Estimated value of this addi- tional rent is $875 00 per week, which will be credited against CITY use of Huntington Beach Union High School District athletic facilities C As further additional rent, if and when the racquet- ball center is sold by TENANT, the initial cost of the racquetball center will first be subtracted from the sale price and the remainder will be treated as profit for which the CITY will be paid ten per- cent (10 % ) of such profit 5 Construction A TENANT shall prepare, at TENANT's expense, all plans and specifications relating to the construction of the racquetball facility and any other improvements to be made on the premises, excluding landscaping B TENANT shall obtain CITY's written approval for such plans and specifications mentioned above, prior to the 3 commencement of any construction pursuant hereto C TENANT shall further provide CITY with audited financial statements and/or other financial evidence as may be reasonably required by CITY to establish that TENANT will have adequate funding and financial resources, including reasonable contingency reserves, for the construction and operation of the said racquetball facility D TENANT shall pay costs of construction of any and all improvements, including, but not limited to, the cost of all plans, specifications, insurance, bonds, labor and materials Additionally, any and all contracts entered into by TENANT relat- ing to the racquetball facility or any other improvements hereunder, shall contain the following clause "This agreement shall in no way bind the City of Huntington Beach, its officers, agents or employees, and under no circumstances shall the City of Huntington Beach or any of its officers, agents or employees be obligated for any costs or expenses whatsoever under this agreement, or which are in any manner connected with the subject matter of this agreement " E TENANT shall at all times hereunder keep the pre- mises, including the interest of TENANT under this lease, free and clear of any and all mechanic's liens, and further agrees to defend and indemnify CITY on any claim or action brought pursuant to such lien F No construction hereunder shall be commenced until 4 CITY has been provided with written confirmation that the require- ments of subparagraphs A, B, C and D of this paragraph have been satisfied by TENANT G CITY agrees that TENANT shall be entitled to place a CITY -approved sign on at least one major public road, street or highway, to advertise the existence and location of the PAY N PLAY RACQUETBALL CENTER Such sign shall comply with the applicable provisions of the Huntington Beach Municipal Code, and the costs connected with such sign shall be paid by TENANT H TENANT shall cause construction of the facility here- under to be commenced within ninety (90) days, and diligently com- plete such construction TENANT covenants that the racquetball facility shall be completed not later than nine (9) months from the commencement of the term hereof, except where delay is caused by acts of God, shortage or unavailability of necessary materials or supplies or reasonable substitutes thereof, or other conditions which are beyond the control of TENANT 6 Tree Reimbursement TENANT agrees to reimburse CITY for all costs in planting no more than ten (10) trees adjacent to the raquetball center 7 Security of Premises TENANT shall provide at its sole cost security of the facility to the express satisfaction of CITY 8 Approval of Condition of Premises TENANT hereby acknow- ledges that he has inspected the demised premises prior to the execution of this lease, and hereby approves of its condition 9 Alterations, Following construction of the racquetball 5 facility as provided in paragraph 6, TENANT shall not make any alterations to the premises without CITY's prior written consent, provided, however, that TENANT is authorized to make minor, non- structural alterations without such consent All improvements and alterations made hereunder shall remain a part of the real prop- erty and be surrendered with the premises upon expiration or termi- nation of this lease 10 Maintenance TENANT, at its expense, shall keep and maintain the demised premises, its appurtenances, and every part thereof in good and sanitary order, condition, and repair, subject to normal wear and tear, except for all landscaping on the premises which shall be maintained by CITY at no cost to TENANT 11 Property Taxes TENANT shall pay, before delinquency, all real and/or personal property taxes, general and/or special assessments levied and assessed against the improvements only, and all taxes, assessments, license fees and other charges that are levied and assessed against TENANT's personal property installed or located in or on the premises during the term of this lease On demand by CITY, TENANT shall furnish CITY with evidence of such payments 3 12 Utilities TENANT shall pay for all utilities, including but not limited to, water, gas, heat, light, power, telephone service, and all other services and utilities including meters supplied by CITY and utility companies supplied by CITY to the demised premises CITY provided services shall be granted to TENANT at the same rates as any other user of such services in R the area of the leased property 13 Insurance, Hold Harmless Fxcept as provided below, TENANT shall comply with the requirements set forth in City of Huntington Beach Resolution No 4337 including the hold harmless and additional insured provisions therein, a copy of which is attached hereto as Exhibit "B" Such compliance shall be evi- denced by TENANT in the form of a certificate of insurance to be provided by CITY 14 Fire Insurance and Liability Insurance During the term of this lease and any renewal thereof, and specifically during the period of construction of the racquetball facility, TENANT agrees to maintain in force, at TENANT's sole cost and expense, fire insurance with extended coverage, including cover- age for damage caused by vandalism and malicious mischief on the racquetball facility and on any and all personal property con- nected therewith Such insurance policy shall be issued in the names of both CITY and TENANT as their interests shall appear Coverage of such insurance shall be equal to at least 80% of the full insurable value Proceeds of any insurance shall be used for the repair or rebuilding of any damages insured against, pro- vided that if TFNANT elects not to make such repairs or reconstruc- tion, the proceeds shall be payable to CITY TENANT shall provide, throughout the term of this lease or any extension thereof, public liability and property damage insurance with such companies and in such amounts as may reason- ably be required by CITY The initial policy limits shall be for 7 not less than five hundred thousand dollars ($500,000) for injury to one person, one million dollars ($1,000,000) for injuries to more than one person, and property damage limits of not less than three hundred thousand dollars ($300,000) 15 Use TENANT shall use the demised premises solely for a public racquetball facility, and for incidental uses reasonably related thereto, including the sale of food and nonalcoholic beverages from vending equipment TENANT shall at all times operate the racquetball facility in a commercially sound manner and shall employ his best efforts to maximize the gross income The premises shall, at all times, be used in compliance with all federal, state, county and city laws, ordinances, rules and regu- lations The racquetball facility shall be open to the public (subject to any admission charges and other commercially reasonable and uniformly applied rules) and TENANT shall not discriminate against any person on the basis of race, creed, religion, color, national origin or sex TENANT shall use the premises so as to cause a minimum of noise and/or other inconvenience to the neighbor- ing residents, and in this regard, TENANT shall cooperate with CITY at all times to implement any reasonable recommendations by CITY with regard to the operations of the racquetball facility 16 Inspection TENANT shall permit CITY and its agents to enter into and upon the demised premises at all reasonable times for the purpose of inspecting the same 17 Damage or Destruction If during the term of this lease any building or permanent improvement at any time erected on the E:j demised premises shall be partially destroyed by fire or other hazard, contingency, casualty, including but not limited to earthquake, or other cause or risk, including any destruction required by any authorized public authority, and excluding any damage or destruction resulting from TENANT's act, use or occu- pation, or if said building or permanent improvements are declared unsafe or unfit for occupation, or if said building or permanent improvements are declared unsafe or unfit for occupancy by any authorized public authority for any reason other than TENANT's acts, use or occupation, and whether or not such destruction or damage is covered by insurance, this lease will terminate Not- withstanding the above, TENANTQshall have the option to repair or rebuild the premises, at his own expense, in which event this lease shall not terminate In the event TENANT elects to so repair or rebuild the premises, the proceeds of any insurance payable as a result of such destruction shall be applied to the cost of recon- struction or repair 18 Termination by CITY In the event of any of the follow- ing defaults by TENANT, CITY may, at its option, terminate this lease A The failure of TENANT to pay rent or make any other payment required to be made by the TENANT hereunder, where such failure continues for thirty (30) days after written notice thereof by CITY to TENANT, B The failure of TENANT to observe or perform any other provisions of this lease which are to be performed by TENANT, 9 provided that TENANT has not cured such default within thirty (30) days after written notice thereof by CITY to TENANT C Should tenant file a petition of bankruptcy, or become a party to such a proceeding as the debtor, TENANT shall affirm or reject this lease not later than sixty (60) days from the filing of the petition in bankruptcy or other commencement of the proceedings, and the failure to affirm this lease within such time period shall be deemed a rejection of this lease In such event, this lease shall automatically terminate, and the pre- mises shall be immediately surrendered to CITY along with all improvements thereon D In the event of a default by TENANT permitting CITY to terminate this lease, CITY, in addition to all other rights or remedies it may have, shall have the immediate right of re-entry and may remove all persons and property from the premises, such property may be removed and stored in a public warehouse or else- where at the cost of and for the account of TENANT Should CITY at any time terminate this lease for any breach, in addition to all other remedies CITY may have, CITY may recover from TENANT all damages it may incur by reason of such breach 19 Termination by TENANT TENANT shall havethe option to terminate this lease under the following conditions, upon thirty (30) days written notice to CITY A Upon destruction of the premises and the improve- ments thereon to an extent that TENANT deems it impractical or inadvisable to repair and reconstruct such destruction and damage 10 In such event, TENANT shall return the land to its original state prior to construction at TENANT's sole cost and expense, and pro- ceeds of all insurance on property that would have reverted to CITY at termination of the lease shall be paid to CITY B Upon the condemnation of the leased premises or any part thereof provided that the remaining portion of the premises and improvements thereon are rendered unsuitable for TENANT's con- tinued use of the premises C At any time duirng the initial one hundred eight (180) days of this lease if (1) TENANT reasonably determines that he is unable to obtain financing necessary to permit the construc- tion and operation of the proposed racquetball facility, or (2) if TENANT is prevented or reasonably hindered in commencing the construction of the proposed racquetball facility by act of God or the elements, shortage or unavailability of necessary materials, supplies, or labor or reasonable substitutes thereof, or applic- able governmental regulations or restrictions 20 Attorney's Fees Should any litigation arise concerning the rights and liabilities of the parties to this lease, the pre- vailing party shall be entitled to an award of reasonable attor- ney's fees 21 Assignment TENANT shall not voluntarily assign or encumber his interest in this lease or in the premises, or sub- lease all or any part of the premises, allow any other person or entity to occupy or use all or any part of the premises, without first obtaining CITY's written consent, any of which will not be 11 unreasonably withheld Consent by CITY to assignment shall release TENANT from liability for continued performance of terms and con- ditions of this lease Assignment, encumbrance or sublease without CITY's consent shall be voidable and at CITY's election shall con- stitute a default No consent to any assignment, encumbrance or sublease shall constitute a further waiver of the provisions of this paragraph 22 Waiver of Breach The waiver by CITY or TENANT of any breach of the other party of any term, covenant, or condition con- tained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition here- in contained 23 Holding Over If TENANT, with CITY's consent, express or implied, remains in possession of the premises after expiration or termination of this lease, or any extensions thereof, such posses- sion by TENANT shall be deemed to be month -to -month tenancy termin- able on thirty (30) days notice given at any time by either party All provisions of this lease except those pertaining to term and option to extend shall apply to the month -to -month tenancy 24 Notices All notices permitted or required under this lease shall be in writing, and shall be delivered to the applicable party specified below, or at such other address as the respective party may provide in writing for this purpose CITY City of Huntington Beach Dept of Community Services Huntington Beach, CA 92648 12 TENANT PNP Service Corporation 1800 E Garry Ave , Suite 111 Santa Ana, CA 92705 Such notice shall be deemed made when personally delivered or when mailed, 48 hours after deposit in the United States mail, registered or certified postage prepaid, and addressed to the party as provided above 25 Entire Agreement This lease contains the entire agree- ment of the parties, and supersedes all prior negotiations or understandings whether written or oral This agreement may only be amended or modified by written agreement, executed by both parties 26 Time of Essence Time is of the essence of each and every provision of this lease 27 Surrender of Premises On expiration of this lease, TENANT shall surrender to CITY the premises and all improvements thereon whose title shall then vest in CITY, in good condition, reasonable wear and tear excepted TENANT shall remove its per- sonal property within a reasonable time thereafter IN WITNESS WHEREOF, the parties have executed this lease in duplicate this day of f ,phl,raty 1983 CITY OF HUNTINGTON BEACH ATTEST City Clerk B ayo APPROVFD AS TO FORM Fvti--City Attorney 13 REVIEWED AND APPROVED City Adminis ator 14 INITIATED AND APPROVED Director, Community Servlc s TENANT CHARLES L HOHL, DBA PA 19 m t 0 171UN %i1Vc %N 9EA CN PANXIM; 0 AAW SV / f NB j 11/611 scyoo/ ,�vr�oiNG ' G"ATE rU,A?,C' m C4UR?'S LL OAS gA gD ,�RaPosEo 0�. RAC4UET�i4lL �� C4UAPS rs3t P�tp l� 0IP�ONP �i (Jl u i EXHIBIT "B" 'Tor-, RESOLUTION NO 4337 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH ESTABLISHING A MINIMUM LIABILITY INSURANCE LIMIT WHEREAS, there are persons engaged in various activities in the city which subject the city to possible liability for damage to property and injury to persons, and For the protection of the public health, safety and wel- fare, the city requires such persons to maintain insurance naming the city additional insured, and The city desires to establish uniform minimum liability limits for all such persons engaged in said various activities who are required by ordinance, resolution or otherwise to provide such liability insurance, NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Huntington Beach that the minimum liability limits shall be as follows 1 Combined Single Limit Bodily Injury and/or Property Damage including Products Liability $300,0p0 combined limit per occurrence, except as otherwise provided by ordinance or contract 2 Additional Insured Endorsement The insured agrees that the City of Huntington Beach City Council, and/or all City Council appointed groups, committees, commissions, boards and any other City Council appointed body, and/or elective and appointive officers, servants or employees of the City of Huntington Beach when acting as such, are additional assureds hereunder 3 Any person engaging in any activity determined by ordinance, resolution or the City Administrator to subject the city to a possibility of liability shall provide the city with a certificate of insurance containing the additional insured endorsement and the hold harmless agreement e d 4 Fold Harmless Agreement The insured agrees to protect, defend, indemnify and save harmless the City of Huntington Beach against loss, damage or expense by reason of any suits, claims, demands, judgments and causes of action caused by insured, his employees, agents or any subcontractor, arising out of or in consequence of the performance of all or any operations covered by the certificate of insurance, and such insurance shall be primary to any insurance of the city Resolution No 4013 and all other resolutions in conflict herewith are hereby repealed PASSED AND ADOPTED by the City Council of the City of Huntington Beach at an adjourned regular meeting thereof held on the 6th day of October, 1976 A ATTEST or 6 -4L-4 A City Clerk APPROVED AS TO CONTENT A - City Adminstrator APPROVED,,INITI47ING/DEPARTMENT % ird"f g1, city Tmasumr of Huntington Beach Calif. 2 APPROVED AS TO FORM n _ FISCAL IMPACT FISCAL IMPACT P"'GETED FISCAL IMPACT NOT BUDGETED REQUIRES FINANCIAL IMPACT RE00RT 0 0 r SIACE OF CALIFORNIA ) COUNTY OF ORANGE ) as a CITY OF HUNTINGTON BEACH ) El I I, ALICIA M WENTWORTH, the duly elected, qualified City Clerk of the City of Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby certify that the whole number of members of the City Council of the City of Huntington Beach is seven, that the foregoing resolution was passed and adopted by the affirmative vote of more than a majority of all the members of said City Council at a regular adjourned meeting thereof held on the 6th day of October , 1976 , by the following vote AYES Councilmen Bartlett, Coen, Gibbs, Siebert, Shenkman, Wieder NOES Councilmen None ABSENT Councilmen Partinson City Clerk and ex-officio Clerk of the City Council of the City of Huntington Beach, California I �51V VW W@av OMEM ;rtificate of InsurancE J�i @92u mug 0 tACtm ugm (W 0 @MV QUE l%.�lN/tsw�`J 9@ 9l 10�/M 1.lp w vo 0 DNI T-� /�yrypQ'YrW�. �00 ` um D 0 0 I �'�W � p@ niSvcp um p' r 0 D 0 ou Um �0 Lll�(p U D t 0 NAME AND ADDl+e S OF AGENCY 8929 Wilshire Blvd COMPANIES AFFORDING COVERAGES Suite 200 IUIMI)g�Casnma Ij�I�I(,II)IB Beverly Hills, CA 90211 OMPANY A AETNA CLETTER CASUALTY & SURETY CO PANY nce— (213) 6571112 � COMPANY O o (213) 655 6830 LETTER NAME AND ADDRESS OF INSURED HUNTINGTON BEACH PAY N' PLAY ASSOCIATES COMPANY LETTER COMPANY D c/o Pay n' Play Service Corporation 14731 Goldenwest Street LETTER I� COMPANY 13 Westminster, California 92683 LETTER L�= This is to certify that policies of insurance listed below have been Issued to the Insured named above and are in force at this time Notwithstanding any requirement term or condition of any contract or other document with respect to which this certificate may be issued or may pertain the insurance afforded by the policies described herein Is subject to all the terms exclusions and conditions of such policies Limas of Liability in Thousands (0) COMPANY LETTER TYPE OF INSURANCE POLICY NUMBER POLICY EXPIRATION DATE EACH OCCURRENCE AGGREGATE GENERAL LIABILITY BODILY INJURY $ $ � IC,�Jj COMPREHENSIVE FORM 1XI PREMISES —OPERATIONS PROPERTY DAMAGE $ $ ❑ EXPLO ION AND COLLAPSE HAZARD A UNDERGROUND HAZARD PRODUCTS/COMPLETED OPERATIONS HAZARD TO FOLLOW 2/11/84 BODILY INJURY AND ❑ CONTRACTUAL INSURANCE PROPERTY DAMAGE S D 000' $ 1 , 000 , ❑ BROAD FORM PROPERTY COMBINED DAMAGE ❑ INDEPENDENT CONTRACTORS ❑ PERSONAL INJURY PERSONAL INJURY $ AUTOMOBILE LIABILITY BODILY INJURY $ ❑ (EACH PERSON) $ COMPREHENSIVE FORM ❑ OWNED frs' BODILY INJURY (EACH ACCIDENT) PROPERTY DAMAGE $ ❑ HIRED BODILY INJURY AND ❑Ci7i c� .� NON OWNED a PROPERTY DAMAGE $ COMBINED EXCESS LIABILITY w BODILY INJURY AND © UMBRELLA FORD— P4VED AS T FO " 'V PROPERTY DAMAGE $ $ ❑ OTHER THANUUYRELLA JAIt � COMBINED FORM WORKERS COMPENSATION STATUTORY and --- EMPLOYERS LIABILITY 17 $ (EACH ACCIDENT) OTHER Tj' eat City AtL't~mwr DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES THE CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED PER FORM #GL 20 11 07 66 ATTACHED Cancellation Should any of the above described policies be cancelled before the expiration date thereof the Issuing com pany will to mail —3.0— days written notice to the below named certificate holder za`-sa-ly^e-b NAME AND ADDRESS OF CERTIFICATE HOLDER CITY OF HUNTINGTON BEACH DATE ISSUED / 1L P 0 Box 190 Huntington Beach, California 92648 Attn Max Bowman - Asst Director AUTHORIZED REPRESENTATIVE Harbors & Beaches HART AND LEWIS ACORD 25 (1 79) GL 20 11 (Ed 07 66) Th s ndorsement forms a part of the policy to which attached effective on the inception date of the policy unless otherwise stated herein (The following information is required only when this endorsement is issued subsequent to preparation of policy ) Endorsement effective 2/11/83 Policy No Endorsement No Named Insured Additional Premium $ Countersigned by (Authorized Representative) This endorsement modifies such insurance as is afforded by the provisions of the policy relating to the following COMPREHENSIVE GENERAL LIABILITY INSURANCE MANUFACTURERS AND CONTRACTORS LIABILITY INSURANCE OWNERS LANDLORDS AND TENANTS LIABILITY INSURANCE SMP LIABILITY INSURANCE STOREKEEPERS INSURANCE ADDITIONAL INSURED (Premises Leased to the Named Insured) It is agreed that the Persons Insured provision is amended to include as an insured the person or organization designated below but only with respect to liability arising out of the ownership maintenance or use of that part of the premises designated below leased to the named insured and subject to the following additional exclusions The insurance does not apply 1 to any occurrence which takes place after the named insured ceases to be a tenant in said premises 2 to structural alterations new construction or demolition operations performed by or on behalf of the person or organization designated below Designation of Premises (Part leased to Named Insured) N/E Corner of Main & Utica Huntington Beach, Ca GL 20 11 07 66 SCHEDULE Name of Person or Organization (Additional Insured) Annual Premiums Bodily Property Injury Damage Liability Liability CITY OF HUNTINGTON BEACH INCL INCL P 0 Box 190 Huntington Beach, Ca 92648 G izsU Ul..NL) Z9Ul.,lf✓•7 WU &dAJ,3_A.1!) 0 0 0 0 0 1 t�( -ems r — r�unR n n n ( "'C1t "Lu er '/ l cam= �WUUk-hC-JUI� UU UUU�!)&UQUU� ' Circcy "M @@2UU=5@ m e u� J�lJt�in SfQ°� @Mr/ zp mww@ Ua A amm vou @NNOwugo ° NAME AND ADDRESS OF AGENCY COMPANIES AFFORDING COVERAGES ALLEN, HART, FRANZ & ZEHNDER 261 S FIGUEROA #100 °, MISSION NATIONAL INSURANCE CO LOS ANGELES, CA 90012 LETTERNY TEL (213) 628-5263 NY C LETTER ,Z NAME AND ADDRESS OF INSURED COMPANY LETTER PAY N'PLAY SERVICE CORPORATION 14731 GOLDENWEST ST ETTER"Y WESTMINSTER, CA 92683 COMPANY LETTER This is to certify that policies of Insurance listed below have been Issued to the Insured named above and are in force at this time Limits of Liability in Thousands (0 0) COMPANY LETTER TYPEOFINSURANCE POLICY NUMBER POLICY EXPIRATION DATE EACH AGGREGATE OCCURRENCE GENERAL LIABILITY COMPREHENSIVE FORM BODILY INJURY $ $ PREMISES —OPERATIONS PROPERTY DAMAGE $ $ ❑ EXPLOSION AND COLLAPSE A HAZARD SFP 000310 12/31/85 UNDERGROUND HAZARD PRODUCTS/COMPLETED OPERATIONS HAZARD BODILY INJURY AND 1, O O O CONTRACTUAL INSURANCE PROPERTY DAMAGE $1,000, $ , BROAD FORM PROPERTY COMBINED DAMAGE ❑ INDEPENDENT CONTRACTORS 1,000, PERSONAL INJURY X BCE PERSONAL INJURY $ AUTOMOBILE LIABILITY BODILY INJURY $ ❑ (EACH PERSON) COMPREHENSIVE FORM BODILY INJURY $ ONJN.l (EACH ACCIDENT) PROPERTY DAMAGE $ ❑ HIP.P BODILY INJURY AND NO icz PROPERTY DAMAGE $ COMBINED EXZUS LIABILITY A -PROVED AS TO F01 ❑ ITTON BODILY INJURY AND UM LA FORM GAIL H PROPERTY DAMAGE $ $ ❑ OTHER THAN UMBRELLA City Attorney COMBINED FORrQ'�'4 IRlO68aEI8� OMPENSATION STATUTORY Viand By. — EMPLOYERS LIABILITY Deputy CityAttorn&v $ (EACH ACCIDENT) OTHER DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLES I AS RESPECTS TO PROPERTY PERTAINING TO 1821 17TH ST , HUNTINGTON BEACH, CA CanceHato®n Should any of the above described policies be cancelled before the expiration date thereof the issuing com pany will §x- XXXx) mail 30 days written notice to the below named certificate holderxbxxXaxLxXxo xxxx,,,�xxxxxxkxlxx,XDI,Qx,�cx)xk.�"--xxxxxx.,�-,,tt�x�--�xxxx:�xxcxxk�c,-VxAXxx NAME AND ADDRESS OF CERTIFICATE HOLDER MARCH 7 19985 ADDITIONAL INSURED 7UED CITY OF HUNTINGTON BEACH 2000 MAIN ST HUNTINGTON BEACH, CA 92648 AUTHORIZED REPRESENTATIVE m Original and Copy 'i atad rertiticate to '2 'A� -:)- y of Huntington Beach ty Attorney 0 Box lea mrveton leach CA 82648 ay to Risk Menaw att- approval RTIFICATE OF INSURANCE TO CITY OF HUNTINGTON BEACH CALIFORNIA A MUNICIPAL CORPORATION toApproved as to Form Gall Hutton City Attorney By its is to certify that the policies of Insurance as described below have been issued to the Insured by the undersigned and are in force this time 0 these policies are cancelled or changed in such a manner that will affect this certificate the insurance company agrees sire 10 days prior written notice by mail to City of Huntington Beach P 0 Box 711 Huntington Beach California 92648 ALL r S RUST BE COMPLETED ANY DELETION OR CHANGE IN THIS FORM SHALL BE SIGNED AND DINED BY AN j'HORIZED REPRESENTATIVE OF THE INSURANCE COMPANY AND MUST BE APPROVED IN WRITING BY THE CITY i TORNEY um® of Insured PAY N PLAY SERVICE CORPORATION 1dressof Insured 14731 Goldenwest Street, Westminster, CA 92683 ocation of Work or Operations to be performed Pay n Play Racquetball, 1821 Seventeenth St , Huntington bea= ascription of Work or Operations R1 aauetball Facility at Worthy Community Park POLICY DATES LIMITS OF LIABILITY NAME OF COMPANY Effective Expiration POLICIES IN FORCE POLICY NO In Thousands (000) ( INS ) GENERAL LIABILITY I COMPREHENSIVE FORM $ CSL Each Occurance I PREMISES OPERATIONS EXPLOSION AND LOLLAP E HAZARD I UNDERGROUND HAZARD I PRODUCTS COMPLETED OPERATIONS HAZARD l CONTRACTUAL INSURANCE i BROAD FORM PROPERTY DAMAGE I INDEPENDENT CONTRACTORS I PERSONAL INJURY AUTOMOBILE LIABILITY I COMPREHENSIVE FORM I OWNED HIRED $ CSL Each Occurance I NON -OWNED EXCESS LIABILITY 1 UMBRELLA FORM I OTHER THAN $ UMBRELLA FORM WORKERS COMPENSATION 4nd EMPLOYERS LIABILITY Additional Insured Endorsement he Insurer agrees that the City of Huntington Beach and its City Council and/or all City Council appointed groups committees onim►ssions boards and any other City Council appointed body and/or elective and appointive officers servants or employees of the ity of Huntington Beach when acting as such are additional insureds hereunder for the acts of the insured and such insurance shall a ,.irimary to any insurance of the City of Huntington Beach, as their interest may appear )ate %SURANCECOMPANY 4afne '.dddrew Ity RIZED REPRESENTATIVE OF INSURANCE COMPANY By City Telephone HOLD HARMLESS AGREEMENT (to be executed by insured) '-Ise insured ' agrees to protect, defend indemnify save and hold harmless the City of Huntington Beach its sf cars agents and employees against any liability Ions damage cost or expense by reason of any and all liability suits claims ij=nands judgments and causes of action caused by insured his employees agents or any subcontractor or by any third party arising s st of or in consequence of the performance of all oki 11114t Y Operations or a ►t or which this certificate f insure a is furnished t) Sole Proprietomh►p (2) Partnership (3) Cor ( Ot ( e e Ai O-D HARMLESS SIGNED By Lured 0 Tltis CHARLES L ROHL All nartws shall be printed or typed By Insured Title )diow each signature) a Corporation TWO Officers must sign or present evidence of authorization to bind Corporation �� �,� t� � , :� ,� � fi +� bar i ,�i� � 6 '.! S Y i � dJtt _. _ t .� rt ho ,« "i. �� d � :. c rz� CITY OF HUNTINGTON BEACN 2000 MAIN STREET OFFICE OF THE CITY CLERK October 19, 1989 Charles Holm 23165 Vista Way El Toro, CA 92620 CALIFORNIA 92648 Enclosed is a copy of Assignment of Lease which was approved by the City Council of the City of Huntington Beach on October 16, 1989 Connie Brockway City Clerk C B bt Enc (Telephone 714 536 5227) i CITY OF HI. NTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK October 19, 1989 Rodeffer Investments P 0 Box 2460 Newport Beach, CA 92660 CALIFORNIA 92648 Enclosed is a copy of Assignment of Lease which was approved by the City Council of the City of Huntington Beach on October 16, 1989 Connie Brockway City Clerk Enc (Telephone 714 536-5227) CITY OF HUNTINGTON BEACL-q 2000 MAIN STREET OFFICE OF THE CITY CLERK October 19, 1989 Orange County Assessor's Office P 0 Box 149 Santa Ana, CA 92702 Attn Real Property Dept CALIFORNIA 92648 Enclosed is an Assignment of Lease for City -owned property which was approved by the City Council of the City of Huntington Beach on October 16, 1989 Connie Brockway City Clerk Enc (Telephone 714 536-5227) October 16, 1989 Date Submitted to Honorable Mayor and City Council Submitted by Paul E Cook, City Administrator �' J Prepared by Melvin M Bowman, Director, Community Service Subject PAY N' PLAY RACQUETBALL - ASSIGNMENT OF LEA ' Vi CITY � c� D Consistent with Council Policy? [ ] Yes [ ] New Policy or Ex eption Statement of Issue Recommendation Analysis, Funding Source Altern tive Actio mein STATEMENT OF ISSUE There is a need to approve the new operator for Pay N' Play Racquetball at Worthy Park RECOMMENDATION City Council approve the assignment of lease for Pay N' Play Racquetball at Worthy Park and authorize the Mayor to execute same ANALYSIS Pay N' Play of America is the concessionaire for the racquetball facility in Worthy Park An operator enters into a lease agreement to run the facility with Pay N' P1 ay E 0 and Phyllis M Rodeffer are the new operators at the Worthy Park courts As part of the concessionaire's agreement, the city is to approve the assignment of lease for a new operator This does not alter the city's working relationship with Pay N' Play Racquetball of America The City Attorney has approved the assignment of lease document FUNDING SOURCE N/A ALTERNATIVE ACTION Do not approve the assignment of lease and request that Pay N' Play of America provide a different operator ATTAru a rkiT Assignment of Lease MMB mb 0706E/73 Plo 4/84 �Q. s ,. CIT OF N BEACH 2000 MAIN STREET May 21, 1987 Sue Grilley 630 N Broadway P 0 Box 238 Santa Ana, California 92702 Dear Mrs Grilley CALIFORNIA 92648 The City of Huntington Beach received correspondence from a Betty Gambrell of your office dated May 11, 1987, copy enclosed, with regard a document our City Clerk requested be recorded After receiving your note and discussing your recommendations with our Attorney's Office, we have come to the following conclusions 1 In that the document did not need to be recorded in the first place, a re-recording should be unnecessary 2 As regards the assignment of lease, the City is not a party to this contract The City is a signator only to the "consent" to the assignment Thank you for your concern in this matter Hopefully, this note may put the matter to rest If you wish further communication, please contact Paul larkin at (714) 536-5445 Thank you again Respectfully, DAN M BRENNAN Real Property Manager DMB skd a 3161j CITY OF a '" 2000 MAIN STREET OFFICE OF THE CITY CLERK May 21, 1987 Orange County Assessor's Office P 0 Box 149 Santa Ana, CA 92702 Attn Real Property Dept CALIFORNIA 92648 Enclosed in a Consent to Assignment of Lease for City owned property which was approved by the City Council April 20, 1987, for your records Alicia M Wentworth City Clerk AMW bt Enclosure 0 (Telephone 714-536-5227) IIIIIIIIIIIIII11po"M 0 % A CITY OF HUNTINGTON BEACH INTER DEPARTMENT COMMUNICATION HUNTINGTON BEACH To CONNIE BROCKWAY From TED ENDRES Deputy City Clerk Deputy City Attorney Subject May 6, 1983 Lease Date May 15, 1987 The City's consent to the assignment of the May 6, 1983 Pay-N-Play lease does not need to be rerecorded GAIL HUTTON City Attorney By _7ZZ TED ENDRES Deputy City Attorney OFFICE OF THE CITY CLERK ,ryo, Q ,�/ cou"T `-,.�-" ORDER 2000 MAIN STREET HCNTINGTON BEACH, CA 92648 - ---- -- - - This document is solely for the --- — — - off_r r, a M„ , P9s G o P the City Of FI:1,r ton 'a- qs c c-7tcm— ,,latew T e G) w-I r f� Cone ASSIGNMENT OF LEASE Sec 6103 ari-d s`-old be recorded free of chir-p T% IS SSIGNMENI OF LEASE, dated this � ',day of 'Vr s /l , 1.98t, by and among THE CITY Or UNTIFGTON BEACH, a man cipai, Ccrpo: ax -ion ( t� c HUNTINGTON BEACH PAY N PLAY ASSOCIATES, a California general partnership, and PAY N PLAY RACQUFTSALL OF AMERIch ASSOCIATES, a California limited partnership, (the "Assignee") RECITALS A On May 16, 1983, .Lessor and. Assignor entered, into a Lease Agreement (the "Lease") wherein Lessor demised to Assignor a certain portion of the Marcel of real property situated in the City of Huntington Beach, County of Orange, State of California, legally described on Exhibit A attached hereto The leased premises (the "Leased Premises") are more fu)ly described and delineated in the Lease which is hereby incorporated by reference as though fully set forth herein E Lessor currently holds the fee title to the Leased Premises and consequently the Lessor"b interest in the Lease C Assignor has agreed to assign to Assignee all of its right, title and interest in and to the Leased Premises under the Lease D Section 13 of the Lease prohibits such assignment without the Lessor's prior written consent In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency whereof are hereby acknowledged, the parties agree and declare as follows WPN 2454U 12/15/86 m ASSIGNMENT OF LEASE 1 Assignment Assignor hereby assigns, transfers and conveys to Assignee all of its right, title and interest as tenant under the Lease This Assignment shall be effective as of the date this Assignment is filed for record (the "Assignment Date") 2 Acceptance of Assignment Assignee does hereby accept the foregoing Assignment and agrees to assume, perform and be bound by all of the terms, covenants and conditions contained in the Lease on the part of tenant therein to be kept and performed, to all intents and purposes as though Assignee were the original tenant thereunder 3 Assignor Remains Liabie Nothing contained herein shall be construed as relieving Assignor from liability under the Lease, and Assignor hereby agrees that it shall remain jointly and severally liable, together with Assignee, for the performance of all of the terms, conditions and covenants contained in the Lease 4 Indemnification of Assignee Assignor agrees to indemnify, defend and hold Assignee harmless from and against any and all losses, claims, liabilities, costs and expenses, including but not limited to, attorneys® fees, arising as a result of any act or omission by or on behalf of Assignor from or in connection with the Lease or the Leased Premises, occurring prior to the Assignment Date 5 Indemnification of Assignor Assignee agrees to indemnify, defend and hold Assignor harmless from and against any and all losses, claims, liabilities, costs and expenses, including but not limited to, attorneys` fees, arising as a result of any act or omission by or can behalf of Assignee from or in connection with the Lease on the Leased Premises, occurring on or after the Assignment Date 0 IN WITNESS WHEREOF the/part have executed this document at Cal�fornia, as of the date first above wra ten HUNTINGTON BEACH PAY N FLAY ASSOCIATES, a California genera: partnership, Assignor By Charles Lorne Rohl, General Partner By E O Ro ffer, General Partner PAY N PLAY RACQUETBALL OF AMERICA ASSOCIATES, a California limited partnership, Assignee BY PAY N PLAY RACQUETBALL OF AMERICA, INC , a California corporation, Genera. Partner By Charles L Hohl," President 3 STATE OF CALIFORNIA ) ss COUNTY OF ) On 31 , 195'4, before me, the undersigned, a Notary lic in Od for aid State, person ly app are ASSOCIATES,personally known/i(6 me or proved to me on the basis of satisfactory evidence to be the person(s) who executed the within instrument on behalf of HUNTINGTON BEACH PAY N PLAY California t • a ..partnership, acknowledged to me that said partnership executed tne same OFFICIAL SEAL WINIFRED M LA LONDE ai NOTARY PUBLIC CALIFORNIA ORANGE COUNTY My Comm expires MAR 26 1987 1 !, Notar Public in and for said State WINIFRED M LA LONDE 5 STATE OF CALIFORNIA ) Ad—x--.fe— COUNTY OF SS On &c. 3a , 198�, before me, the undersigned,"a Notary P b ac in an fo s d State, personally appeared a personally known to me or proved to me on the basis of satisfactory evidence to be the person(s) who executed the within instrument on behalf of PAY N PLAY RACQUETBALL OF AMERICA ASSOCIATES, a California limited partnership, and acknowledged to me that said partnership executed the same WITNESS my hand and official seal [Seal) OFFICIAL7LONDE Y WINIFRED M NOTARY PUBLIC ORANGE COMy Comm expires Notary ublic in and for said State WINIFRED M LA LONDE 51 111G// SC.<lOOL a S'cl/oOL F/EL ©5 IUNTNG 7N 9�ACN .ONINIUN/ 1v , ,4RIA� AAM sSO a ` Li A> cAYE --�� Or/CA ro/glx' stDC`E�B.d t G 2 S' 4 coUr�rs � e �'� _ o%9C4UEr�4LG CONSENT TO ASSIGNMENT Lessor does hereby consent to the assignment by Assignor of its interest in the Lease to Assignee and agrees to recognize Assignee as tenant under the Lease for all intents and purposes as though Assignee were the original tenant thereunder This consent shall not be construed as a waiver of the restrictions contained in the Lease, if any, regarding further assignments or subleases Effective as of the Assignment Date, all future notices or communications permitted or required under the Lease shall be sent to Assignee as follows Pay N Play Racquetball of Ameiica Asaociates 14731 Goldenwest Street Westminster, CA 92683 Attention President with a copy to the attention of the General Counsel at the same address 4 STATE OF CALIFORNIA ) SS COUNTY OF ) On _ zZ_ , 1987, before me, the undersigned, Notary Public in and for said State, personally appeared 7T f LA personally known to me or profed to me on the basis of satisfactory evidence to be the pers .pj.gj who executed the within instrument as ®e 4- G4.,o rim of the CITY OF HUNTINCTON BEACH, a munici al corporation, and acknowledged to me that such corporation executed the same 113 .° OFFICIAL SEAL CONNIE A BROCKWAY t9 NOTARY PUBLIC -CALIFORNIA ORANGE GObNTY My comet expires OCT 10 1989 l s Notary Public in and for said St e SEAL A&M ROCKWAYCALIFORNIAOUNTYs OCT 10 1989 r Y OF � I O„: c. „tea EAC 4-4 2000 MAIN STREET April 29, 198I 1e FICE OF THE CITY CLERK r Charles Holm, President Huntington Beach Pay N Play Association 14731 Goldenwest Street Westminster, CA 92683 CALIFORNIA 92648 Enclosed please find a copy of the Consent to Assignment of Lease which was approved by the City Council of the City of Huntington Beach April 20, 1987 Alicia M Wentworth City Clerk AMW bt (Telephone 714-536-5227) Date Submitted to Honorable Mayor and City Council Members Submitted by Charles W Thompson, City Administrator April 3, 1987 Prepared by Robert J Franz, Chief of Administrative Services f Sub ect Pay N Play Merger and Dissolution Agreement and Cons Y I5t>c1 l-AVI'VLO E� $ 1 19 Consistent with Council Policy? [X] Yes [ ] New Policy or Exception_}c���- Statement of Issue Recommendation Analysis Funding Source Altimativer' ctlons Attachments Statement of Issue Huntington Beach Pay N Play Associates are requesting the City's approval of its master partnership agreement and the merger and dissolution agreement as well as a consent to assignment Recommendation Approve the new agreements and the consent to assignment Analysis The City of Huntington Beach, as lessor and Pay N Play Racquetball of America, as lessee, entered into a ground lease agreement executed May 16, 1983 This agreement requires the approval by the City of any contemplated change of the original contract or any assignment before these changes might take effect J The master partnership, "Pay N Play Racquetball of America Associates" has been formed to consolidate all of the Pay N Play partnerships into one entity The original signature to the contract, Mr Charles L Hohl, still remains as the developer and no partners have been added The consent to assignment is requested for a new franchisee to operate the Huntington Beach Pay N Play, a Mr and Mrs Voorheis, who have a proven franchise track record There will be no changes in our ground lease requested and the company remains the responsible party for all existing lease terms Funding Source No funds required Alternative Action Reject the agreements Attachments 1 Merger and Dissolution Agreement 2 Consent to Assignment 2746j PIO 5/85 .,.,.,.. I T F .. ;, .. ,.. _._ NG T-- i BEACH a 2000 MAIN STREET OFFICE OF THE CITY CLERK May 17, 1983 Charles Hohl, President Huntington Beach Pay N Play Associates 14731 Goldenwest Street Westminster, CA 92683 CALIFORNIA 92648 The City Council of the City of Huntington Beach at its regular meting held May 16, 1983 approved an agreement with your firm for a change of name from Pay N Play Service Corporation to Huntington Beach Pay N Play Associates Enclosed is a duly executed copy of said agreement for your files Alicia M Wentworth City Clerk AMW CB bt Enclosure CC Vince Moorhouse - Community Services Director County Assessor's Office Judy John, Finance (Telephone 714 536 5227) Submitted to The Honorable Mayor and City Council Submitted by Charles W Thompson, City Administre Prepared by Vincent G Moorhouse, Director, Comn Subject NAME CHANGE -- AGREEMENT WITH PAY n PLAY SERVICE CORPORATION FOR RACQUETBALL CENTER IN NORMAN L WORTHY COMMUNITY PARK Statement of Issue Recommendation Analysis, Funding Source Alternative Actions Attachments �� STATEMENT OF ISSUE I There is a need to change the lessee's name on the agreement with' Pay n Play Service Corporation to Huntington Beach Pay n Play Associates RECOMMENDATION Approve the agreement with Huntington Beach Pay n Play Associates and authorize the Mayor to execute same ANALYSIS At its meeting of August 2, 1982, the City Council approved an agree- ment with Pay n Play Service Corporation -for the development and operation of ten indoor racquetball courts in Norman L Worthy Com- munity Park Charles L Hohl, President of Pay n Play Service Corporation, used that corporation to acquire the agreement with .the city Under that corporate name and the approved agreement, Mr Hohl and his partner, who are the principals in both corporations, were able to raise the necessary development funds through a limited partnership The limited partnership has been formed and they are now requesting the name change to coincide with the limited partner- ship The contents of the new agreement are identical to the original agreement of August 2, 1982 FUNDING SOURCE None ALTERNATIVE ACTIONS Do not approve the name change and continue the present agreement with Pay n Play Service Corporation ATTACHMENTS Agreement Letter of request from Pay n Play Service Corporation VGM MMB cs P10 4/81 OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK February 18, 1983 Orange County Assessor's Office P 0 Box 149 Santa Ana, CA 92702 Attn Real Property Agent CALIFORNIA 92648 It The City Council of the City of Huntington Beach at its regular meeting held Monday, August 2, 1982, approved an agreement with Charles L Hohl dba Pay N Play Service Corporation for construction of ten recquetball courts on the twelve acre joint city/school site whcih would be construc- ted and operated by Pay N Play Service Corporation Enclosed is a copy for your information Further information may be obtained from the Community Services Department - 536-5292 Alicia M Wentworth City Clerk AMW CB js Enclosure cc Judy John - Finance (Telephone 714 536 5227► 9A Date July 22, 1982 Submitted to The Honorable Mayor and City Council Submitted by Charles W Thompson, City Administror� Prepared by Vincent G Moorhouse, Director, Comm i Ser�ce N CIO Subject Huntington Beach Community Park/Pay 'n' P y Racq al��r, Construction and Operation Lease c Statement of Issue Recommendation Analysis Funding Source Alternative Actions A 'Mq STATEMENT OF ISSUE Plans and specifications for the construction of Huntington Beach Com- munity Park have been completed by Cardoza-DiLallo, landscape architects, and authorized for construction bid by the City Council and the Huntington Beach Union High School District Board The plans allow for construction of ten indoor racquetball courts on the twelve acre joint city/school site which would be constructed and operated by Pay 'n' Play Service Corporationupon approval of the attached lease agree- ment RECOMMENDATION Approve the agreement with Pay 'n' Play Service Corporation providing for construction of ten indoor racquetball courts on a city portion of Huntington Beach Community Park and authorize Mayor to execute same Approval of this action will void Conditional Use Permit requirement ANALYSIS Prior to passage of the Jarvis -Gann Initiative, the Community Services Department constructed lighted, outdoor racquetball courts as a part of the development of Edison and Marina Community Parks The develop- ment cost of the court facilities ran approximately $85,000 each and are well used by the public both day and night The city must maintain these courts, however, and there is only a\small user fee charged for confirmed court reservations at Edison The opportunity now exists, for private enterprise to construct, operate and maintain ten indoor racquetball courts plus public restrooms and return a portion of the gross income to the city for the land lease There are several benefits that would accrue to both the city and the high school district if the proposed racquetball center is constructed 1) Pay 'n' Play will maintain the courts and public restrooms daily, 2) Pay 'n' Play will provide 24-hour surveillance of the facility and remove money from the token machine daily, 3) The courts will be 130 feet northwest into the park from Seventeenth Street and 280 feet west of Main Street and will have five foot high turfia mounding and many trees around the , building to visually reduce its twenty foot height, 4) The building itself will be maintained in a first-class condition as are Pay 'n' Play's current facilities in Anaheim, Ontario, El Toro and Pay 'n' Play will allow the high school physical education of seven courts from 7 30 a m to 12 30 p m daily during year of which $3,238 yearly value will be applied against charges to city for use of school swimming pools, 6) Pay P10 4/81 Corona, 5) program use the school HBUHSD 'n' Play �I REQUEST FOR CITY COUNCIL ACTION July 22, 1982 Page Two Subject Huntington Beach Community Park/Pay 'n' Play Racquetball Construction and Operation Lease will pay for the construction of the courts (estimated at $200,000) and planting of ten trees adjacent to the facility, 7) Pay 'n' Play will pay the city $6,000 for the first year lease graduating up to $12,000 per year by the fourth year plus 8 percent of any gross receipts over and above that earned in the fourth year, 8) Pay 'n' Play will offer excellent programming and instruction by a local instructor trained by Pay 'n' Play staff who will promote the sport and educate new players, and 9) The HBUHSD Board and the Community Services Commission have approved the Pay 'n' Play concept and the Huntington Beach Community Park master plan FUNDING SOURCE Pay 'n' Play Service Corporation ALTERNATIVE ACTIONS 1) Return to staff for lease renegotiation, 2) Reject the offer and turf the proposed court area ATTACHMENTS Agreement, map of Huntington Beach Community Park, and picture of racquetball court building NW cs