LEASE
BETWEEN
) THE CITY OF REDONDO BEACH
AND
JACKBILT, INC.
TABLE OF CONTENTS
Page
1. IDENTIFICATION 1
2. RECITALS 1:
2.1 Tidelands Grant 1
2.2 Ordinances 1
2.3 'Option to Lease 1
.•.
2.4 Lease of Premises 2
3. TERM • 2
3.1 Initial Tera 2
3.2 Option to Extend
4. RENT 3
: 4.1 Minimum Monthly Rental 3.
4.2 Additional Percentage Rental 4
4.3 Definition of "Gross Ircome" 4.
4.4 Exclusions from Gross Incone 5
4.5 Maintenance of Records 8
4.6 Verification of Records, Computation,
Payment and Correction of Additional
Percentage Rentals 8
4.7 Rentention of Records • 9
4.8 Renegotiation of Minimum and Percont-
age Rentals 10
• 4.9 Interest on Delinquent Payments 15
4.10 Lessae's Covenant cf Best Efforts 15
4.11 Negation of Partnership 1.5
5. USES 15
5.1 Permitted Uses 15
5.2 Other Uses 16
5.3 Use oi Fidelends 16
Page
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6. ORDINANCE NO. 1682 17
7. IMPROVEMENTS TO BE CONSTRUCTED BY LESSEE 17
7.1 Nature and Location of Improvements 17
7.2 Changes in Construction Requirements 18
7.3 Approval of Plans 18
7.4 Schedule of Commencement and Completion of
Construction of Improvements on the Premises 19a
7.5 Alterations or Modifications 21
7.6 Utilities 21
7.7 Extension of Time 22
8. SECURITY 23
8.1. Security for Rent and Repairs 23
8.2 Security for Submission of Plans, Specifica-
) tions, and Other Designs 24
8.3 Security for Compliance with Commencement,
Development, and Completion of Construction
of Improvements on the Premises 25
9. LESSEE'S OBLIGATION TO MAINTAIN AND REPAIR 26
10. MAINTENANCE AND REPAIR BY LESSOR
10.1 Lessor's Obligation to Maintain and Repair 27
10.2 Lessor's Right of Entry for Purposes of
Repair 27
10.3 Limitations on Lessor's Obligation to Repair
11. SURRENDER OF LEASED PREMISES 28
11.1 Lessee's Obligation to Surrender Upon
Expiration of Lease lerm or Upon
Termination at Option of Lessor 28
11.2 Ownership of Trade Fixtures Upon Expiration
or Termination 29
i5.
Page
12. TITLE AND WARRANTIES 30
13. ENCUMBRANCE CF LEASEHOLD 31
13.1 Right-to Encumber 31
13.2 Rights of Encumbrance Holder . 32
14. HOLD HARMLESS AND INSURANCE 35
14.1 Waiver of Claims 35
14.2 Prohibition Against Hazardous Use 36
14.3 Public Liability and Property Damage Insurance 36
14.4 Fire Insurance 37
14.5 Insurance Trust 38
14.6 Disposition of Trust Funds on Iermination 40
14.7. Workmen's Compensation Insurance 41
14.8 Rental Insuxance 41
14.9 Other Insurance 41
15. ASSIGNMENT OR SUBLETTING 42
15.1 Restriction on Assignment or Subletting 42
15.2 Transfer on Termination 43
16. DEFAULT 44
16.1 Definition of Default
16.2 Lessor's Election 44
16.3 Right of Re-Entry 47
16.4 Percentage Rental Upon Default 47
16.5 Lessor's Right to Cure Default 48
16.6 Attorneys' Fees 48
16.7 Right to legal and Equitable Remedies 49
16.8 Rights of Sublessee 49
17. CONDEMNATION 49
17.1 Termination on Total Taking 49
17.2 Termination on Fartial Taking 49
iii.
Page
17.3 Adjustment of Rent on Partial Taking 50
17.4 Allocation of Award • 50
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17.5 Prorasion of Rent and Repayment of Deposits 51
18- DESTRUCTION 51
18.1 Destruction by Non-Insurable Peril 51
18.2 Termination or Destruction by Non-Insurable
Peril 52
18.3 Proration of Rent and Repayment of Deposits
on Termination 52
18.4 Adjustment of Rent Upon Less Than Iotal
Destruction of Non-Insurable Peril 52
18.5 Destruction by • Insurable Peril 52
19. ABANDONMENT 54
20. WAIVER OF BREACH 54
21. COMPLIANCE WITH THE LAW 55
21.1 Rules, Statutes and Ordinances 55
21.2 Judicial Decrees 55
22. SUPERYISION AND CONDUCT OF LESSEE'S EMPLOYEES 55
23. OPERATIONS AND CHARGES 56
23.1 Hours of Business 56
23.2 Fees and Charges 56
23.3 Binding on Agents, Sublessees, Concessionaires
and Licensees 57
24. TAXES 58
25. LESSEE'S ASSOCIATION 58
26. WASTE 59
27. HOLDING OVER 60
28. DECLARATION OF WAR 60
28.1 Abatement of Rent 60
28.2 Definition of "Declared War" 61
iy.
Page
29. NOTICES 61
30. SUCCESSORS 62
31. CAPTIONS 62
32. TIME 62
33. GENDER AND NUMBER 62
34. SAVINGS CLAUSE 63
35. RECORDATION 63
EXHIBITS
Exhibit "A" Tidelands Grant
Exhibit "B" Ordinances Nos. 1682,
1711 and 1815
Exhibit "C"! Legal Description
Exhibit "D" Option to Lease
Exhibit "E" Percentage Rent Schedule
Exhibit "p" Permitted Uses
Exhibic "G" Improvements to be
Constructed
Exhibit "H" Design Criteria
Exhibit "I" Utility Map
Exhibit "y" Quitclaim Deed
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1. IDENTIFICATION.
THIS GROUND LEASE is made and entered into as
. of the = day of August 1977, betueen
the CITX OF REDONDO BEACH, a chartered municipal corpora- tion (Lessor), and JACKBILI, INC., a California corporation (Lessee).
2. RECITALS.
2.1 TIDELANDS GRANT.
-... The State of California has granted to Lessor
certain tide and submerged lands on condition that Lessor develop, improve and operate said lands as a harbor, all as particularly stated in the Act which grants to Lessor said lands, a copy of which Act is attached hereto as
Exhibit "A" and by this reference incorporated herein.
2.2 ORDINANCES.
Pursuant to Ordinance No. 1682, as amended by
Ordinances Nos. 1711 and 1815, copies of which are
attached hereto as Exhibit "B" and by this reference
incorporated herein, Lessor is developing, improving and operating a portion of said lands, together with adjoining uplands, as a harbor.
2.3 OPTION TO LEASE:
In accordance with the provisions of that
certain Option to Lease between Lessoi and Lessce,
a copy of which is attached hereto es Exhibit "D",
and by this roference incorporated herein,
Lessee has agreed to design and plan for the
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construction of certain specified improvements on the Premises, and Lessee desires to enter into this Lease for the rental of the Premises on which said improvements are now or will here- after bé situațed.
2.4 LEASE OF PREMISES.
In order to develop and improve said harbor and to
• provide facilities for the accommodation of those using said harbor, and in partial consideration for the performance by Lessee under said Option to Lease, Lessor and Lessee desire to enter into this Lease for the rental of those parcels of land, hereafter the "Premises"', which are situated in that area commonly known and referred to as the "Redondo Beach Harbor Area", the legal description of which is set forth in Exhibit "C" attached to this Lease and initialed by the parties, and which Premises may or may not include portions of the tide and submerged lands conveyed to Lessor by the State of California under and by virtue of the above-mentioned Act..
3. TERM.
3.1 INITIAL TERM.
The initial term of this Lease (Lease Ierm) shall
be fifty (50) full calendar years beginning Hugust la, 1973. and ending on Auguil 5, 202 3
unless sooner terminated as provided for in this Lease.
3.2 OPTION TO EXTEND.
Lessee may, at Lessee's option, extend the Icase
Term (if permitted by lan) for an aciditional period of -2-
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five (5) years, subject to all of the provisions of this Lease, including, but not limited to, provisions for adjust- ments to and variations in rent. After the exercise of this option to extend, all references in this Lease to the term shall be considered to mean the term as extended and all references to termination or to the end of the Lease Term shall be considered to mean the termination or end of the Lease Ierm as extended, Lessee's option is subject ot the following conditions precedent:
(a) The Lease shall be in effect at the time notice
of exercise is given and at the date of the expiration of the Lease Tern.
(b) Lessee shall not be in default under any pro-
vision of this Lease at the time the notice of exercise is given of on the last day of the Lease Term.
Lessee's option may be exercised, subject to the
foregoing conditions, by Lessee delivering to Lessor puz- suant to the notice provisions of Article 29, written notice irrevocably exercising said option at any time during the course of and prior to the expiration of the forty-ninth (49th) year of the Lease Ierm.
4. BENT.
4.1 MINIMUM MONTHLY RENTAL.
During the Lease Ierm, Lessae agrees to pay to
Lesser without abatement, deduction or offset, except as expressly provided in this Lease, a minimum monthly net rent of $450.00 for the first eight (9) months of said Lease Teril, payable in advance on or before the lst day of each calendar month commencing with the first full calendar montis -3-
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of the Lease Ierm, and the sum of $1, 500.00 per month there- after. The sum of $450.00 advance rent covering the first full calendar month of the Lease Term has been paid upon the execution of this Lease, receipt of which is hereby acknow- ledged by Lessor.
In the event that the Lease Term shall commence on a
date other than the Ist day of a calendar month, Lessee shall pay to Lessor on the date of such commencement, as minimum rental for such partial month, and on the Ist day of the partial month at the end of the Lease Term, as rent for such partial month, suns equal to the pro rata rent for such partial months based upon the minimum monthly rent provided in this Article 4 and the actual number of days in the month involved.
The minimum monthly net rent is subject to adjustment as pro- vided in Article 4.8 below.
Lessor agrees to waive the minimum monthly rent pro-
vided for herein for a ninety (90) day period immediately following the comnencement of operations on the Premises. ...
In the event the commencement of operations occurs on a day other than the first day of a calerda: month, the minimun monthly rental shall be paid for such partial calendar month immediately preceding such cormencement of operations and such partial calendar month inmediately following said ninety (90) day period, which rent shall be prorated on the basis of the minimum monthly rent provided in this Article 4.1, and the number of actual days in the month involved.
For the purpose of this Article, the term "cormence-
'ment of operations" is defined as the opening of said Premises for business as evidencad by the sale of any goods or services. m's-
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4.2 ADDITIONAL PERCENTAGE RENTAL.
In addition to the payment of the minimum monthly
rentals, Lessee shall pay to Lessor, at the times and in the manner hereinåfter specified, an amount by which the total of the percentages of the gross income, as defined below, in, upon, or from the Premises, made during each 12-month period of the Lease Term, exceeds the minimum monthly rental hereinabove reserved. The percentages , of gross income which Lessee agrees to pay to Lessor are set forth in Exhibit "E" attached hereto and by this reference incorporated herein, which percentages are subject to adjustment as provided for in Articles 4.1 and 4.8 hereof.
4.3 DEFINITION OF "GROSS INCOME".
The term "gross income", as used herein, shall
include:
(a) The sale or lease price of all goods, wares,
merchandise or products sold or leased on or from the Premises, whether sold or leased by Lessee, its agents, sublessees, concessionaires or licensees before trade-in allowances, -42-
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or whether for cash or on credit, and in case of sales on credit, whether payment is actually made or not. For the purpose of the foregoing, each transaction on credit or in installments shall be treated as a transaction for the full price in the year in which the sale is made, irrespective of whether paid for within that year.
(b) All charges made by Lessee, its agents, sub-
lessees, concessionaires or licensees for the sale, lease or other rendition on or from the Premises of services of any nature or kind whatsoever, whether for cash or on credit and in case of credit, whether payment is actually made oi not. (c) All admission, entry and other fees of any nature
or kind charged on the Premises by Lessee, its agents, sub- lessees, concessionaires or licensees.
(d) All gross income of Lessee, its agents, sub-
lessees, concessionaires or licensees from any operations in, at., upon, or from the Premises which are neither included in nor excluded from gross sales by other provisions of this Lease. (e) All non-refundable deposits received by Lessee,
its agents, sublessees, concessionaires, or licensees in con- nection with any transaction in, at, upon, or from the Premises. (f) Gross receipts fron coin-operated or other vending
devices on the Premises.
(g) The amount received under any rental insurance
policy required to be maintained under the provisions of Article 14.8 below.
4.4 EXCLUSIONS FROM GROSS INCOME.
Excluded from gross income, or subtracted if pre-
viously included, shall be:
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(a) All sums collected and paid out for sales
taxes, luxury taxes, excise taxes, and similar taxes required by law to be added to the total purchase price, whether now or hereafter in force, to be collected iron customers and paid by Lessee.
(b) Merchandise transferred or exchanged between
other. stores or warehouses owned by or affiliated with Lessee if those transfers or exchanges are made solely for convenient operation of Lessee's business and nót for the purpose of consummating a sale previously made on or fron the Premises or for the purpose of depriving Lessor of the benefit of a sale that otherwise would be made on or from the Premises. (c) Merchandise returned to shippers or manufacturers.
(a) All credits and cash refunds made on any sale
that took place on or from the Premises.
)
(e) All cash or credit received in settlement of
any clains for loss of or damage to merchandise.
(f) Buik sales made by Lessee not in the ordinary'
course of business, except sales of merchandise traded in for credit.
.. (g) Any incone or receipts that, under generally
accepted accounting principles, are derived from the sale or disposal of any capital assets, or from the retirement of any indebtedness, or from Lessee's investment of any funds not invested in the Premises or the operation of Lessee's business within the Premises.
(h) That portion of the gross receipts of all
coin-operated devices that Lessee must, by contract concerning them, turn over to a person, firm, or corporatior in which Lessee has no direct or indirect financial interest.
(i) Any charges or monies received by Lessee from
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any of its sublessees, concessionaires, or licensees as and for rentals to be paid by such sublessees, concessionaires, OI licensees to Lessee, except with respect to any such sub- lessee, concessionaire or licensee who conducts no business activity resulting in gross sales as defined above for which percertage rent is payable. Notwithstanding the provisions of this subparagraph (i), as to any sublessee of office space on the Premises who conducts a business activity therein which results in gross sales as defined above for which percentage rent is payable, Lessee shall pay to Lessor the. greater of (a) the percentage set forth in Exhibit "g" of the gross sales of such sublessee, or (b) the percentage set. forth in Exhibit "[" of gross rentals received by Lessee from such sublessee for the rental of office space.
(j) Any refundable deposits received by Lessee, its
agents, sublessees, concessionaires or licensees; provided,. however, that in the event Lessee, its agents, sublessees, concessionaires or licensees become entitled to any or all of said deposits by reason of any act of the depositor, the amounts to which Lessee, its agents, sublessees, conces- sionaires or licensees becomes entitled shall be included in gross income.
(k). The amount of tips or gratuities included in
credit charges made by Lessee, its agents, sublessees, con- cessionaires, or licensees to customers of the restaurant and bar.
Notwithstanding any provision of this article to the
contrary, there shall be deducted from Lessee's gross income -7-
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(for the purpose of accounting to Lessor) the amount of any charge made by Lessee against its reserve for bad debts for amounts theretofore included by Lessee in gross income; pro- vided, however, that in the event any payment on any amount previously credited against the reserve for bad debts account shall be included within gross income; and provided further that said deductions shall be limited to two percent (2%) of gross sales set forth on the certified monthly statement of gross income prepared and furnished pursuant to Article 4.6 below.
4.5 MAINTENANCE OF RECORDS.
Lessee shall keep, or cause to be kept, full, complete
and proper books, records and accounts of the gross income both for cash and on credit, of each separate business of Lessee, its agents, sublessees, concessionaires or licensees, at any time operated on the Premises; said books, records and accounts, including any sales tax reports that Lessee, its agents, sublessees, concessionaires or licensees may be re- quired to furnish to any, government or governmental agency, shall be open to the inspection of Lessor, Lessor's auditor, or other authorized representative or agent of Lessor at all reasonable times during business hours.
4.6 VERIFICATION OF RECORDS. COMPUTATION, PAYMENT
AND CORRECTION OF ADDITIONAL PERCENTAGE RENTALS.
Within twenty (20) days after the end of each
calendar month during the Lease Term, Lessee shall furnish Lessor with a statement to be certified as correct by Lessee which is to set forth the gross income ef each separate business of Lessee, its agents, sublessees, concessionaires -3-
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or licensees operating on the Premises for the month just concluded, and the authorized deductions, if any, therefrom, and with each statement the Lessee shall pay Lessor the amount of the additional rent which is payable to Lessor based on the application of the percentages set forth in Exhibit "E" to said gross income, as shown in said
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statement. Within one hundred and twenty (120) days after the end of each calendar year during the Lease Term, Lessee shall furnish to Lessor an annual statement to be certified as correct by Lessee, which shall set forth the gross sales of each separate business of Lessee, its agents, sublessees, concessionaires or licensees operating on the Premises and the gross rentals received by Lessee for the rental of office space on the Premises for such 12-month period. "In the event such statement discloses that the percentage rental on the annual gross income for the preceding calendar year exceeds the amounts of monthly percentage rental paid to Lessor by Lessee during said period, Lessee shall immediątely pay the amounț of such deficiency to Lessor. In the event said state- ment discloses that the percentage rental on the annual gross income for the preceding calendar year is less than the amounts of monthly percentage rental paid to Lessor by Lessee during said period, Lessor shall pay to Lessee the amount of such overpayments.
If upon audit by Lessor it is disclosed that the *
gross income was understated by more than 2%, Lessee shall pay, in addition to making payment of the additional percentage rent due to Lessor, the reasonable cost of said audit up to a maximum of $1,000.00, otherwise Lessor shall bear the cost.
Payment required under this Lease shall be made in such currency of the United States as at the time of payment shall be legal tender for the payment of private debts or by check or other order as is then customary in business transactions.
4.7 RETENTION OF RECORDS.
The acceptance by lessor of any monies paid to Lessor
by Lessee as additional rental for the Premises, as shown by any statement furished by Lassec, shall not be an admission -9-
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of the accuracy of said statement or of the sufficiency of the amount of said additional rental payment, but Lessor shall be entitled at any time within five (5) years after the receipt of any such additional rental payment to question the sufficiency of the amount thereof and/or the accuracy of the statement or statements furnished by Lessee to justify the same: For the purpose of enabling Lessor to check the accuracy of any such statement or statements, and the sufficiency of any additional rental payment made in accordance therewith, та.
Lessee shall for said period of five (5) years after submission to Lessor. of any such statement keep safe and intact all of Lessee's records, books, accounts and other data which in any wise bear upon or are required to establish in detail gross sales and any authorized deductions therefrom as shown by any such statenent, and shall, upon request, make the same available to Lessor for examination at any time during said five (5) year period.
4.8 RENEGCTIATION OF MINIMUM AND PERCENTAGE RENTALS.
(a) At the expiration of the initial twenty (20)
year period of the Lease Term, Lessor and Lessee agree to renegotiate the minimum monthly rental and additional percenc- age rental provided for in Articles 4.1 and 4.2 above. Such renegotiation shall be conducted in accordance with the following procedure:
(i) Within thirty (30) days from. the
expiration of said initial twenty (20) year
• period of the Lease Term, Lessor and Lessee
shall submit to the other party, in writing,
pursuant to the notice provisions of Article 29
hereof, its proposed adjustment, if any, in
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the minimum monthly rental provided for
in Article 4.1 above .
(ii) Within seven (7) days from the
receipt of said written proposal, the party
receiving the same shall accept or reject such
proposal. Such approval or rejection must be
in writing and shall be communicated to the
other party pursuant to the written provisions
set forth in Article 29 hereof.
(iii) In the event either of said proposals
is rejected, the party submitting the same
shall have seven (7) days from the date of
the written notice of said rejection to submit
a revised or modified proposal.
(iv) The party receiving said revised
or modified proposal shall have seven (7)
days within which to accept. or reject the
same.
(v) Lessor and Lessee shall enter
into such. renegotiations in good faith and'
shall not unreasonably withhold their consent
to or approval of any reasonable proposal of
•the other party.
(b) 'In the event that the parties, within sixty
(60) days from the expiration of the initial twenty (20) year period of the Lease Ier, shall be unable to reach
an agreement on the amount of the increase or decrease, if any, in the minimum monthly rental, the adjustment of the minimum monthly rental which the parties have been
unable to agrec upon shall be determined as follows:
(i) The consumer price index
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figure (using 1957-1959 as base 100) for the
month which is the last month of said twenty
(20) year initial period shall hereafter be
ascertained from the revised Consumer Price
Index (A11 Items) For Los Angeles-Long Beach
California, compiled, published and issued
monthly by the United States Department of
Labor, Bureau of Labor Statistics, and if
such index figure is greater or less than
the index figure published for the month
•which is the first month of said twenty (20)
year initial period, then the minimum monthly
rent, for each month of the next succeeding
five (5) year period of the Lease Term, shall
) be increased or decreased, as the case may be,
in direct proportion to the increase or
decrease of said index figure.
(ii) If the aforementioned . Consumer
Price Index (All Items) For Los Angeles-Long Beach
California, as now constituted, compiled, published,
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and issued monthly by the United States Department
of Labor, Bureau of Labor Statistics, shall cease
to be compiled and made public, the most
comprehensive official index then in use and most
nearly corresponding to the foregoing description
of the index to be used shall be substituted . in
its place for the purpose of calculating the in-
crease of decrease, if any, in the aforementioned
minimum monthly rental. If, although the afore-
• mentioned Consumer Price Index (All Items) For
Los Angeles-Long Beach, California, âs. now
constituted, compiled, published and issued,
continues in force and effect, and a new consumer
price index shall be devised by the Department of
Labor, Bureau of Labor Statistics, so as iD apply
and include more specifically Lessor's City and
the Premises located therein, then, in that event,
said devised index shall be substituted and used
for the purpose of calculating the increase or
decrease, if any; in the aforementioned minimum
monthly rental.
(c) In the event that the parties, within
sixty (60) days from the expiration of the initial twenty (20) year period of the Lease Term, shall be unable to reach an agreement on the amount of the increase or decrease, if any, in the additional percentage rental, the adjustment of the additional percentage rental which the parties have been unable to agree upon shall be determined as follows:
(i) Lessor and Lessee shall agree in
writing upon one appraiser to determine the fair
additional percentage rental to be paid by Lessee
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for the uses, businesses, activities. and
operations conducted by Lessee, its agents,
sublessees, licensees, and concessionaires upon
the Premises. The fees of such appraiser shall be
divided equally between the parties. If the parties
are unable to agree on one appraiser, each shall
appoint one appraiser and the two appraisers shall
then determine the fair additional percentage rental
to be paid by Lessee for the uses, businesses,
• activities and operations conducted by Lessee, its
agents, sublessees, licensees, and concessionaires
upon the Premises.. Each party shall pay the fees of
the appraiser appointed by it. If the two appraisers
so appointed, within sixty (60) days of their
appointment, are unable to agree on the fair
additional percentage rental for the uses and operations conducted by Lessee, its agents, sublessees,
Licensees and concessionaires upon the Premises, then
they shal!, in writing, immediately appoint a third
appraiser and a majority of the three so appointed
shall determine the fair additional percentage rental
for the uses, businesses, activities and operations
conducted by Lessee, its agents, sublessees,
licensees and concessionaires upon the Premises within
sixty (60) days of the appointment of the third
appraiser. The fees of the third appraiser shail be
divided equally between the parties. Ihe appraiser
or appraisers shall determine said additional percentage rental assuming that. Lessee, its agents, subiessees,
licensees, and concessionaires are reasonably con-
ducting operations upon the Premises. Said appraiser
or appraisers shall consider culy the fair additional
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percentage rental to be paid for the next succeeding
five (5) year period during the Lease Term and shall
not take into account any past occurrences, breaches,
defaults or claims of Lessor or Lessee, one against
the other. The appraiser or appraisers shall reduce
to writing and deliver to each of the parties a
statement of the fair additional percentage rental.
The appraiser or appraisers so appointed pursuant
to the foregoing provisions need not be engaged in
the business or occupation of appraising or evaluating
real property and improvements.
(li) "Fair additional percentage rental", as
that phrase is used herein, shall be the highest
price estimated in terms of percentage of gross
sales which the Premises would bring if offered for
lease in the open market under conditions existing
as of the date of valuation for the uses, businesses,
activities and operations conducted on the Premises
by Lessee, its agents, sublessees, licensees or con-
cessionaires; with a reascnable time allowed in which
to find a Lessee centing with a knowledge of all of
the uses and purposes for which the Premises are
being used or are authorized to be used, the Lessor
being willing to lease but under no particular or
urgent necessity for so doing nor obligated to
lease, and the Lessee being ready, willing and able
to lease but under no particular or urgent necessity
for so doing. This definition of "fair additional
percentage rental" presupposes that both the Lessor
and the lessee are familiar with the property, its
adaptabilities and ics uses.
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(d) The determinations of adjustment, if any, in
minimum monthly rentals and additional percentage rentals pursuant to the foregoing provisions shall be final and conclusive and shall apply as of the first day of the period -3622.
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for which adjustments in said rentals have been made and shall continue in force until the expiration of the next five (5) year period during the Lease Term or until other- wise increased or decreased pursuant to other provisions of this Lease. At the expiration of said succeeding five (5) year period thereafter, the minimum monthly rental and
additional percentage rental shall be subject to renegotia- tion and adjustment in the manner hereinabove provided.
4.9 INTEREST ON DELINQUENT PALENTS.
If Lessee fails to make any payment of any sum of
money due under this Lease, and if such delinquency continues for ten days following written notice from Lessor to Lessee, there shall be imposed an additional charge of 10% of said payment as interest for the failura to make the payments at the time required.
4.10 LESSEE'S COVENANT CF BEST EFFORTS.
Lessee shall use its best efforts to maximize
Lessee's gross income.
4.11 NEGATION OF PARTNERSHIP.
Nothing in this Lease shall be construed to render:
Lessor in any way or for any purpose a partner, joint venturer or associate in any relationship with Lessee, other than that of landlord and tenant, nor shall this. Lease be construed to authorize either to act as agent for the other, except as expressly provided to the contrary in this Lease.
5. USES.
5.1 PERMITTED USES.
Except as otherwise provided in Article 5,2 below
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Lessee shall not use, or permit the Premises, or any part thereof, to be used for any purpose or purposes, other than the purpose or purposes, and on the conditions, set forth in Exhibit "F" attached hereto and by this reference incorporated herein. Any provision contained in this Lease, to the contrary notwithstanding, said Premises shall not be used for any purpose which shall interfere with comerce, navigation or fishery or be inconsistent with any trusts upon which the Premises are now or may hereafter be held by the Lessor.
5.2 OTHER USES. -на.
It. is further agreed that Lessee may use the
Premises for any other lawful purposes in addition to
those enumerated above; provided, however, that the written consent of Lessor is first had and obtained. Lessor shall not unreasonably fail, neglect, or refuse to give its consent to any request for such additional use.
5.3 USE OF TIDELANDS.
If at any time during the lease Term, or any
extension thereof, the tenancy hereunder is or becomes
inconsistent with the trust under which the Premises ir any portion thereof are held by Lessor pursuant to the
grant from the State of California, Lessor shall have the right to terminate this Lease upon giving ninety (90) dâys written notice to lessee. If such inconsistency affects only a portion of the Premises, this Lease may be terminated upon such written notice only as to the portion of the
Premises so affected and the minimum rental set forth in Article 4.1 shall be reduced and abated so as to fairly and reasonably adjust the rights of the parties hereunder by reason of the termination of the tenancy with respect to -16-
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the portion affected. Upon such termination, Lessee shall be entitled to the fair market value of the improvements • constructed by Lessee on the Premises as of the effective date of such termination, assuming, for the purpose of such value, said improvements are capable of being used upon the Premises. The value of such improvements and the method of payment therefor, including the source of funds for such payment, shall be determined in the manner provided in
Article 11 below; provided, however, that the conditions to be taken into consideration in determining the fair market value under Article Il below shall not include the condition of termination by reason of the application of this Article
5.3. All recitals and provisions of this Lease relating. to the use of tidelands and submerged lands shall apply only ) to the extent that the Premises include therein any such tidelands or submerged lands.
6. ORDINANCE NO. 1682.
It is understood and agreed by and between the
parties hereto that this Lease is made and executed in ful conformity with the provisions of Lessor's Ordinance No. 1682, as amended by Ordinances Nos. 1711 and 1315, copies of which are attached hereto as Exhibit "B".
7. IMPROVENENIS TO BE CONSTRUCTED BY LESSEE.
• 7.1 NATURE AND LOCATION OF IMPROVEVENTS.
• In part consideration for this Lease, in addition
to improvements constructed or required to be constructed under the terms of Exhibit "D" attached hereto, Lessee agrees that it will, at its own expense, construct or cause to be - 17..
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constructed on the Premises, in the time and manner here- inafter provided, such improvements at such locations as are set forth in 'Exhibit "G" attached hereto and by this reference incorporated herein.
7.2 CHANGES IN CONSTRUCTION REQUIREIENTS.
With the written consent of Lessor first had and
obtained, Lessee may (a) construct the foregoing improvements on parcels other than those designatéd in Exhibits "D" and "G" referred to above as the location for said improvements, (b) construct improvements in excess of those specified in Exhibits "D" and "G" referred to above, or (c) substitute other improvements for those specified in Exhibit "D" and "C' referred to above.
7.3 APPROVAL OF PLANS.
(a) All plans, specifications or other designs
fox any and all buildings, installations, or other improve- ments proposed by Lessee for construction on the Premises after the execution date of this iease shali, prior to
Lessee's application for the issuance of any building
permits, first be submitted to the Harbor Review Board in care of the Director of Property Management for review and approval. The Harbor Review Board shall also be entitled to approve the proposed use and location of the particular buildings, installations, or other improvements in relation to the particular portion of the Premises upon which they are sought to be constructed by Lessee.
(b) Such plans, specifications, or other designs
so submitted to the Harbor Review Board shall be reviewed by said Board, and said board shall approve, reject, or request revisions, modifications, or corrections of the plans,
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specifications, or other designs within ten (10) working days after the date of submission. The action of said
Board shall be forthwith communicated to Lessee in writing pursuant to the notice provisions set forth in Article
• 29 hereof. In the event such plans, specifications, or other designs are rejected or requested to be modified
by said Board, the reasons for such rejection or required modification shall also be communicated in writing to
Lessee by said Board in the manner provided. In the event said Board requests revisior, modification, or correction of the plans, specifications, or other designs so submitted, Lessee shall have thirty (30) working days from the date of action by said Board to submit a revised, modified, or
corrected plan, specification, or other design, as the
case may be. In the event such plans, specifications,
or other designs are neither approved nor rejected by
said Board within ten (10) working days after the submission thereof by Lessee, then such plans, specifications, or other designs shall be deemed to have been approved. Any approval, whether actual or deered, of plans, specifications, or other designs under this Article. 6 shall in no event be considered as approval of an application for a building permit. Any provisions in this Lease to the contrary notwithstanding, Lessee shall secure any and all permits required by the ordinances of Lessor or by any other government or governmental agency for the construction of any building, installation, or other improvement on the Premises.
(C) Said Board, in its review and decision of
any plan, specification, or othet design submitted pursuant to the terms hereof, shall be guided by the provisions of -19-
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this Lease, as well as the architectural and construction standards set forth in that document entitled "Design
Criteria", a copy of which is attached hereto as Exhibit "H" and by this reference incorporated herein.
7.4 SCHEDULE OF COM-ENCEMENT AND COMPLETION
OF CONSTRUCTION OF IMPROVEMENTS ON THE
PREMISES.
(a) On or before thirty (30) days from the date of
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the execution of this Lease, Lessee shall submit to the Harbor Review Board "schematic plans", as that term is
defined and used in the Design Criteria, for the construction on the Premises of those improvements called for in Article
7.1 above.
(b) On or before sixty (60) days immediately
following the date on which the Harbor Review Board approves the above-mentioned schematic plans, Lessee shall submit to the Harbor Review Board "preliminary plans", as that term is defined and used in the Design Criteria, for the construction on the Premises of those improvements called for in Article
7.1 above.
(c) On or before ninety (90) days immediately
following the date on which the Harbor Review Board approves the next above-mentioned preliminary plans, Lessee shall ) submit to the Harbor Review Board "working drawings", as that term is defined and used in the Design Criteria, for the construction on the Premises of those improvements
called for in Article 7.1 above.
(d) On or before seven (7) days inmediately
following the date on which the Harbor Review Board approves the next above-mentioned working drawings, Lessee shall apply for a building permit or permits for the construction on the Premises of those improvements called for in Article. 7 above by filing with the Building Department of Lessor the necessary application, plans, designs, specifications, and dravings, paying the required fees to said Department, and posting • those bonds required under the provisions of Article 8.3(a).
Lessee shall comply promptly with all requests or orders for such construction and shall diligently make all necessary modifications, revisions or corrections required by said Department.
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(e) Lessee shall immediately upon the issuance
of such building permit or permits commence and complete the construction of said improvements in accordance with the construction schedule submitted with said working drawings and approved by the Harbor Review Board of Lessor.
7.5 ALTERATIONS OR MODIFICATIONS.
Lessee may make at its own cost and expense any
alterations, modifications, or other changes in the Premises, or cause to be built, made or installed thereon any buildings, structures, equipment, appliances, utilities, signs or other improvements necessary or desirable for its use of the
Premises; provided, however, that such alterations, modifi- cations or other changes shall not be made on the Premises; and that such buildings, structures, equipment, appliances, utilities, signs and other improvements shall not be built or installed, except in accordance with the plans, specifi- cations or other designs previously submitted to and approved in writing iy the Harbor Review Board in the manner provided above.
7.6 UTILITIES.
(a) Lessee agrees that any authorized utility
company has the right, subject to lessor's written approval, to run utility lines, pipe, conduits, or ductwork where necessary or desirable through the Premises in a manner which will not unnecessarily interfere with Lessee's use of the Premises. In the event Lessor grants such approval, Lessor shall secure from the utility company, for the benefit of Lessor and Lessee an agreement under which the utility company agrees to indemnify and hold harmless Lessor or Lessee for any loss or damage as a result of the negligent act or onission of the utility coupany in the exercise of ..21..
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rights granted to it by Lessor or Lessee. Said agreement shall also require that the utility company restore the Premises upon completion of the installation of its facilities.
Lessor shall provide or cause to be provided utilities on the Premises for the benefit of Lessee in accordance with the terms of the utility map attached hereto as Exhibit "y" and by this reference incorporated herein.
(b) Lessee shall have the responsibility to
continue or to connect the utilities provided on the
• Premises to its facilities, and to furnish, install and main- tain, at its own expense, all necessary ducts, pipes, and conduits to service adequately its om installations. A11 utilities shall be carried underground.
(c) Prior to the execution of this Lease,
Lessor entered into an agreement dated December 7, 1954 with Robert D. Moudy and Milton C. Woolson, General Partners doing business as Port Royal Marina, under which Lessor • hired certain site improvements from Port Royal Marina, a portion of which improvements are located on the Premises.
Lessee agrees from and after the execution of this Lease to assume all obligations of Lessor under said agreement of December 1, 1964 to maintain the site improvements existing on the Premises, and agrees to pay to Lessor as further rental. and in addition to ali other sums to be paid hereunder an amount equal to the value of said site improvements capable of being utilized or utilized by Lessee in the conduct of its operations on the Premises, together with interest thereon at the rate of 4-1/2% per annum on the unpaid balance, the amount and method of payment therefor to be determined by the parties upon execution of this Lease.
7.7 EXTENSION OF TINE.
Any prevention, delay, cartain nonperformance, or
..... ...
stoppage due to strikes, lockouts, Labor disputes, acts of God, inability to obtain labor or materials or reasonable substitutes therefor, official governmental restrictions, regulations, enemy or hostile governmental action, civil commotion, casualties not contemplated by the insurance • provisions of this Lease which Lessee could not have
reasonably foreseen or provided against, and other causes beyond the reasonable control of Lessee shall excuse
performance by Lesser under the provisions hereof for a reasonable time not to exceed the period of any such
prevention, delay, certain nonperformance, or stoppage.
8. SECURITY.
•8.1 SECURITY FOR RENT AND REPAIRS.
) • (a) Lessee has, contemporanecusly with the
execution of this Lease, deposited with Lessor the sum of $3,000.00, receipt of which is hereby acknowledged by Lessor.
This sum shall be held by Lessor as security for the faithful performance by Lessee of all of the terms, covenants, and conditions of this Lease by said Lessee to be kept and
performed during the Lease Term or any renewai thereof. If at any tine during the Lease Term any of the rent herein reserved shall be overdue and unpaid, or any other sum
payable by Lessee to Lessor hereunder shall be overdue
and unpaid, then Lessor may, at the option of lessor,
appropriate and apply any portion of said deposit to the payment of any such overdue rent or other sum. In the
event of the failure of Lessee to keep and perform all of the terms, covenants, and conditions of this Lease to be kept and performed by Lessee, Lessor may, at its option, appro- priate and apply said deposit, or so nuch thereof as may. be necessary to compensate Lessor for ill loss or damage
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sustained or suffered by Lessor due to such breach on the part of Lessee.
(b) Should the entire deposit, or any portion
thereof, be appropriate and applied by Lessor for the.
payment of overdue rent or other sums due and payable to Lessor by Lessee hereunder, then Lessee shall, upon the written demand of lessor, forthwith remit to Lessor a suffi- cient amount in cash to restore said security to the original sum of $3, 000.00.
(c) Should Lessee comply with all of said terms;
covenants, and conditions and promptly pay all of the rental herein provided for as it falls due, and all other sums payable by Lessee to Lessor hereunder, the said deposit shall be returned in full to Lessee at the end of the term of this Lease, or upon the earlier termination of this Lease as herein provided:
(d) Lessor is not a trustee of said deposit and
may comingle it, use it in the ordinary course of business, transfer, or assign it. No interest shall accrue on the deposit.
8.2 SECURITY FOR SUBMISSION OF PLANS,
• SPECIFICATIONS, AND OTHER DESIGNS.
Until such time as each and all requisite plans,
specifications, or other designs and cost estimates thereof have been furnished by Lessee to the Harbor Review Board and thereafter approved by said Board pursuant to the provisions of Article 7 hereof, Lessee shall deposit with the City Clerk of Lessor, in addition to the deposit required to secure the payment of rent hereinabove, cither a bond in an amout of not less thar Five Thousand Dollars ($5,000.00); oi the sun of Five Thousand Dollars ($5,000.00) in cash, as a guarantee that Lessee shall furnish the Parbor Peview Board 6/8/72 HJS
with said plans, specifications, or designs, and cost
estimates thereof, within the time and in the manner
specified in the provisions of Article 7 hereof. If such plans, specifications or designs, and cost estimates thereof, are not furnished within the requisite time, thereupon Lessee shall be in default hereof, said bond or cash deposit shall be forfeited to Lessor as liquidated damages and this Lease may, at the option of Lessor, be terminated. Upon receipt of approval by the Harbor Review Board of requisite plans, specifications, or other designs pursuant to the provisions of Article 7 hereof, the City Clerk of Lessor shall promptly return said bond or refund said sum i cash to Lessee.
8,3 SECURITY FOR COMPLIANCE WITH COMENCENENT,
DEVELOPNENT, AND COPLETION OF CONSTRUCTION
OF IMPROVENENTS ON THE PREMISES.
(a) Within the time provided in Article 7.4(d),
Lessee shall provide to Lessor a bond of a responsible surety company licensed to do business in California, in an amount not less than 100% of the cost of the improvements required to be constructed under Article 7 hereof. Said bond shall remain in effect until the entire cost of the work has been paid in ful1 and the improvements shall have been insured as provided in this Lease. Said bond shall state that it is for the purpose of securing the completion of the proposed construction, free of all claims and liens of contractors, subcontractors, mechanics, laborers and materialmen. Said bord shall state that the construction work shali be effected by Lessee, its general contractor, or in tha event of theii default, by the surety.
Said bond shall provide that in default of such completion and payment, such part of the amount of the bond as shall be required to conplete the work shall be paid co Lessor as -25-
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liquidated and agreed damages for the nonperformance of Lessee's agreements, it being agreed and understood that the exact amount of Lessor's damages is impractical to
ascertain. In addition, said bond shall provide that the surety will defend and indemnify Lessor against all loss; cost, damages, expenses, and liability arising out of ox connected with the construction of said improvements. Lessee further shall carry, or cause to be carried by its contractor or contractors, maximum coverage in Workmen's Compensation Insurance to protect all workmen employed by its contractor or contractors on the construction of the improvements called for in Article 7 hereof.
• (b) As further security for the performance of all
of the obligations of Lessee specified in this Lease, Lessee ) shall, contemporaneously with the execution of this Lease, deliver to Lessor a quitclaim deed in substantially the same form as set forth in Exhibit "" attached hereto, which deed shall be held by Lessor in accordance with the terms of said deed.
9. LESSEE'S OBLIGATION IO MAINTAIN AND REPAIR.
Lessee shall, at its sole cost and expense, keep
and maintain the Premises and all improvements, of whatever kind that may be now or hereafter erected, installed oF otherwise made thereon by Lessee, in good condition and repair and in accordance with all applicable laws, rules, ordinances, orders and regulations of any part of the
Premises or the improvements thereon and shali make all necessary repairs and alterations thereto. Lessee shall have the right to contest, by appropriate judicial or admin- istrative proceeding, without cost or expense to Lesser, -26.
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the validity or application of any law, ordinance, rule, regulation, or requirement with respect to the maintenance and repair of said improvements. Lessee further shall
provide proper containers for trash and garbage and keep the Premises at all times free and clear of rubbish, debris and litter.
10. MAINTENANCE AND REPAIR BY LESSOR
10.1 LESSOR'S OBLIGATION TO MAINTAIN AND REPAIR.
Lessor covenants and agrees to keep in proper
maintenance and repair all bulkheads, seawalls or quaywalls in the Redondo Beach King Harbor, and to keep all sidewalks adjacent to quaysialls in the Redondo Beach King Harbor in proper maintenance and repair at all times. Lessor further ) covenants and agrees to do or cause to be done, at its sole cost and expense, any dredging as may be from time to time required in the Redondo Beach King Harbor. ' If, in Lessor's opinion and at its sole discretion it becomes necessary for the safety of the Harbor to extend any bulkhead, seawall, mole, or quaywall, it •shall have the right to do so at its sole cost and expense.
10.2 LESSOR'S RIGHT OF ENIRY FOR PURPOSES OF REPAIR.
Lessor reserves the right to enter upon the Premises,
or any portion thereof, from time to time, for the purpose of inspecting or repairing any facilities ovned, operated or controlled by Lessor and for the purpose of establishing, extending or rebuilding a seawall, quayrall, bulkhead or mole, conducting dredging operations or otherwise to nuke any such repairs or improvements as are necessary to the -27-
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continued maintenance of Redondo Beach King Harbor, and, at Lessor's election, for the purpose of curing any breach of Lessee which requires entry upon the Premises; provided, however, that in exercising its rights of entry for purposes of inspecting or repairing any facilities owned, operated or controlled by Lessor, or for the purpose of establishing, extending, or rebuilding any sea wall, quay wall, bulkhead, or mole, conducting dredging operations or otherwise making any such repairs or improvements as may be necessary to the continued maintenance of Redondo Beach King Harbor, Lessor shall not unreasonably interfere with Lessee's use of the Premises in the exercise of the rights retained by Lessor under this paragraph:
10.3 LIMITATIONS ON LESSOR'S OBLIGATION TO REPAIR.
Excepting only as in this Lease expressly provided,
, Lessor shall have no duty, obligation or liability whatever to care for or maintain the Premises. In the event that, by any express provision of this Lease, Lessor agreés to care for or maintain the whole or any part of the Premises, such agreement on the part of Lessor shall constitute a covenant only, and no obligation or liability whatsoever shall. exist on the part of Lessor unto Lessee by reason thereof unless Lessor fails to commence performance of such obligation with reasonable diligence after receipt of a written notice from Lessee specifying (a) the provisions of this Lease whereunder said duty is claimed to exist on the part of Lessor, and (b) the facts existing that require the performance of such duty.
11. SURRENDER OF LEASED PREMISES.
11.1 LESSEE'S DBLIGATION TO SURRENDER UPON EXPIRATION
OF LEASE TERM CRUEN TIRMIATION AT DEZION OF
LESSOR.
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Lessee hereby covenants that (a) upon the expiration
of the Lease Term or any extension thereof, whichever event shall last occur, or (b) upon the ternination of this Lease at the election of said Lessor after default by Lessee, or (c) upon any other termination of this Lease prior to the expiration of the Lease Term, it shall forthwith
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quit and suriender to Lessor the Premises and all buildings, structures, installations and other improvements thereon except trade fixtures owned or installed by lessee or its sublessees in good and clean condition so as to leave the Premises and said buildings, structures, installations and other improvements in substantially the same condition as when first occupied by Lessee, reasonable wear and tear < excepted. Lessee further agrees that in the event of such termination or expiration of the Lease Term, the title to all of said buildings, structures, installations and other • improvements of any kind placed on the Premises by Lessee or its sublessees, except trade fixtures ovned or installed by Lessee or its sublessees, shall thereupon vest in Lessor and shall become the absolute property of Lessor without cost or expense to Lessor. Lessee agrees to execute any and all documents necessary to transfer title to said buildings, structures, installations and other improvements to Lessor.
11.2 OUNERSHIP OF IRADE FIXTURES UPON EXPIRATION OR
TERMINATION.
All trade fixtures owned or installed in or about
the Premises by Lessee or its sublessees may, at the option of said Lessee or its sublessees, be removed within thirty (30) days following the expiration or termination of the Lease Ierm, whichever occurs first; provided, nowever, Lessee shall repair any damage resulting from said removal. The tițle to all trade fixtures located in or about the Premises not so removed within said period shall vest in Iessor and become the absolute property of Lessor. In such event,
Lessee agrees to execute and deliver, or cause to be executed and delivered, äny and all documents necessary to transfer •29-
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title to said trade fixtures to Lessor.
12. TITLE AND WARRANTIES.
Lessee acknowledges that the Premises are subject
to trusts, covenants, conditions; easements and restrictions of record. Lessor warrants that it has the authority to lease the Premises to Lessee for uses not inconsistent with the trusts under which the Premises are held by Lessor
pursuant to the grants from the State of California. Lessor and Lessee agree and acknowledge that no warranties,
covenants, promises or representations as to the title, possession or use of the Premises are made by Lessor in this Lease, or in any other form or manner, except as
provided in this Article 12. It is expressly agreed and understood that notwithstanding any provision in this Lease to the contrary, in the event the tenancy hereunder is or wir monitori...
becomes inconsistent with the trusts under which the Premises are held by Lessor pursuant to the grants from the State of California, rights and obligations of the parties will be governed solely and exclusively by the provisions of Article
5.3 hereinabove.
Except as hereinabove specifically provided, in
the event Lessee performs and observes all of the covenants and conditions on its part to be performed hereunder,
including the suns payable to Lessor by Lessee, Lessor
shall secure to Lessee during the Lease Term or any renewal thereof, the quiet and peaceful possession of the Prenises against all persons. Lessor shall, upon acquiring actual knowledge of the claims of any such person, which claims disturb or interfere with the quiet, peaceful and lawful -30-
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possession of the Premises by Lessee, at Lessor's own cost and expense and with reasonable diligence, file such actions and take such proceedings as may be reasonably necessary to remove the claim of such person and the interference and disturbance thereby with the quiet, peaceful and lawful possession by Lessee, but aside therefrom, Lessee shall not have any claim against Lessor for any damages nor shall Lessee be released or discharged from any of its obligations, liabilities, or indebtedness hereunder unless and until Lessee be legally, actually and physically (as distinguished from constructively) evicted from the Premises by such person oI persons.
13. ENCUMBRANCE OF LEASEHOLD:
13.1 RIGHT TO ENCUMBER.
In the event it becomes necessary for Lessee to
secure financing for the construction of improvements
required herein, Lessee shall have the right to subject the leasehold estate and any and all improvements to one or more mortgages as security for a loan or loans or other obligations of Lessee, provided that the morigage and all rights acquired -31-
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under it shall be subject to each and all of the covenants, conditions, and restrictions set forth in this Lease and to all rights and interests of Lessor, except as otherwise provided herein. No lien or encumbrance of any kind or
nature can be placed upon the tide or submerged lands or the fee simple title to the Premises. Prior to making any such lien or encumbrance allowed hereunder, Lessee must submit to Lessor the proposed terms and conditions of said loan, setting forth the total amount thereof, the interest rate, the schedules and a description of the security for the repayment thereof, and Lessor shall have the right of approval of such encumbrances. Lessor shall not unreason- ably withhold or delay such approvai. In no event shall the provisions of this paragraph be used to transfer owner- ship of this Lease nor to change the control of any Lessee.
The mortgage documents shall provide that any proceeds from fire or extended coverage insurance shall be used for the repair or reconstruction of the leasehold improvements and not to repay all or any part of the outstanding mortgage.
13.2 RIGHIS OF ENCUMBRANCE HOLDER.
(a) Nothing contained in this Lease shall be deemed
to preclude the transfer of this Lease at a foreclosure sale under any trust deed or mortgage executed to obtain financing referred to in Article 13.1, or to any subsequent transfer by the encumbrance holder
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(i) if the encumbrance holder is the pur-
chaser at such foreclosure sale, and
(11) if the encumbrance holder is a commercial
bank, savings and loan association, mutual savings
bank, insurance company, pension fund trustee, or
if the transfer by the encumbrance holder is
approved in writing by Lessor.
In the èvent that the encumbrance holder purchases said leasehold interest, said encumbrance holder shall comply • with all of the terms and conditions of this Lease, except that the encumbrance holder so acquiring title shall be personally liable for any monetary sums or payments owing to Lessor only during the period said encumbrance holder or a receiver appointed at its instance and request is in possession, or entitled to possession, of the Premises, or retains the leasehold interest so acquired. Said encumbrance holder may transfer the leasehold interest so acquired to a third party without the consent of Lessor, provided that said transferee shall assume and agree to be bound by all of the terns, covenants, conditions and agreements of this Lease.
In the. event the encumbrance holder is not the purchaser at such foreclosure sale or is not a cormercial bank, savings and loan association, mutual savings bank, insurance company, or pension fund trustee, then no such subsequent transfer can be made without obtaining the prior written consent of Lessor.
In the event of any transfer, the encumbrance holder shall forthwith give written notice to Lessor of such transfer, including the name and address of the transferce and the effective date of such transfer.
(b) Notwithstanding any provision of this Lease
to the contrary, Lessor agrees that it will not terminate -33-
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this Lease because of any default or breach thereunder on the part of Lessee, if the encumbrance holder within sixty (60) days after service of written notice from said Lessor of its intention to terminate said Lease for such default or breach shall (i) cure such default or breach if the same can be cured by the payment of money or expenditure of money under the terms of this Lease or, if such default or breach is not so curable, if the encumbrance holder shall, within said sixty (60) day period comnence and thereafter diligently pursue to completion proceedings for foreclosure and sale under and pursuant to the terms of its encumbrance, and (ii) •shall keep and perform all of the covenants and conditions of this Lease provided herein to be kept and performed by the.
Lessee. If during the time within which the encumbrance holder is authorized to undertake to cure the breach or default of Lessee as set forth in this Article 13.2(b), a petition in bankruptcy or for reorganization is filed and an order is made preventing encumbrance holder from acquiring possession of the Premises or preventing the
disposition of the leasehold interest and improvements on said Prenises, the time for the curing of said default or breach is extended for a period equivalent to that period during which such order enjoining or restraining the encumbrance holder remains in force and effect. If the encumbrance holder fails or refuses to comply with any or all of the terms of this Article 13.2(b), in such event Lessor shall be released from the covenants of forebearance contained herein.
d) Notwithstanding any provisions of this
Lease to the contrary, lessor further agrees that it will not terminaté this Lease because of any defauit or brsach by Lessee specified in Article 15.I(c) below, if within the time -34-
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specified in Article 13.2(b) above the encumbrance holder gives written notice to Lessor agreeing to assume all
obligations i of Lessee under this Lease during such period that the encumbrance holder or a receiver appointed at the instance and request of encumbrance holder shall be in
possession or entitled to possession of the Premises. If the encumbrance holder fails or refuses to comply with any or all of the terms of this Article 13.2(c), in such event Lessor shall be released from the covenants of forebearance • contained herein.
(d) Any notice to the encumbrance holder pro-
vided for in this Article may be given contemporaneously with any notice of default to Lessee.
14. HOLD HARMLESS AND INSURANCE.
14.1 WAIVER OF CLAIMS.
Lessee, as a material part of the consideration for
this Lease, hereby waives ail claims against Lessor for damages to goods, wares, merchandise, buildings, installations or other improvements in, upon, or about the Premises and for injuries to Lessee, its agents or employees, or third persons in or about the Premises from any cause arising at any time; and Lessee will hold Lessor exempt and harmiess from any damages or injury to any person, or to the goods, wares, merchandise, watercraft, facilities, of other property of any person, arising from the use of the Premises by Lessee, or from the failure of Lessee to keep the Premises in good condition and repair, as herein provided, when such damage . or injury shall be caused in part or in whole by the negli- gence or fault of, or omission of any duty with respect to the same by Lessee.
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14.2 PROHIBITION AGAINSI HAZARDOUS USE.
No use shall be made or permitted to be made of the
Premises, nor acts done by Lessee which will cause a can- cellation of any insurance policy covering the Premises, or any part. thereof, or any buildings or improvements thereon, nor shall Lessee sell, or permit to be kept, used, or sold, in or about the Premises, or any buildings or improvements thereon any article which may be prohibited by any insurance policies covering the Premises, said buildings or improve- 'ments. Lessee shall, at its sole cost and expense, comply with any and all requirements necessary for the maintenance of reasonable fire and public liability insurance covering the Premises, said buildings, or other improvements or other appurtenances.
14.3 PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE.
Additionally to and independently of all other pro-
visions of this Lease, Lessee shall, at its own cost and expense, forthwith after the executión hereof, procure a policy or policies of comprehensive public liability and property damage insurance, with the limits of not less than $200, 000.00 for injuries to or death of any one (1) person, and $500,000.00 for injuries to or death of any two (2) or more persons, and $75,000.00 for property damage, issued by insurers either approved in writing by Lessor or rated in Best's as "Triple A" of better, wherenf Lessor shall be the named or additionally named insured. The terms of said
policies may be for such person as shall be designated by Lessee; provided, however, that within two (2) montis prior 'to the expiration of such insurance terms, Lessea shall procure other policies of said insurance so that between -36-
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the execution of this Lease and the commencement of the Lease Term, and throughout the entire Lease Term or any renewal thereof, or until the sooner termination hereof, Lessor shall always be a named insured under the policies of comprehensive public liability and property damage
Insurance in accidance with the foregoing. Certificates of said insurance, together with the receipts for the
payment of premiums for the terms thereof, shall be delivered to Lessor within ten (10) days after the execution of this • Lease, and, thereafter within thirty (30) days prior to the expiration of the term of each such policy. Said policies shall contain a non-cancellation-without-notice clause and shall provide that copies of all cancellation notices shall be sent to Lessor.
)
14.4 FIRE INSURANCE.
Lessee, at all times during the Lease Ierm, shall
keep insured, for the mutual benefit of Lessor and Lessee, all improvements located on or appurtenant to the Premises against loss or damage by fire and such other risks as are now or , hereafter included in an extended coverage endorsement in common use for commercial structures. Said insurance shall be in an amount not less than 90% of the then actual replace- ment cost. The amount of said insurance shall be sufficient to prevent either Lessor or Lessee from becoming a co-insurer under the provisions of the policies. All. insurance policies shall be written in such form that the proceeds, if any, shall be payable to Title Insurance and Trust Company, or to such other firm or organization as Lessor and Lessee may agrce upon in writing as Trustee for such proceeds, here- after "Trustee". All policies so made payable to Irustee -37-
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shall be delivered to it and thereafter be held by Irustee and a certificate of the insurance company carrying such insurance shall be delivered to Lessor within ten (10) days after the date of commencement of the Lease Ierm, and,
thereafter within thirty (30) days prior to the expiration of the term of such policy. Said policies shall contain a non-cancellation-without-notice clause and shall provide that copies of all cancellation notices shall be sent to Lessor and Trustee. Irustee shall hold such insurance policies • and receive all money that becomes due and payable there- under, deposit it in its own banking department or elsewhere, in its sole discretion, and pay it out as provided in this Lease. Trustee shall not be obligated hereunder in any
manner except to receive and pay out any money that is
) received by it as such Trustee, together with such interest, if any, as is paid by the Trustee at the time upon like trusts of like amounts. Irustee is authorized to retain from the trust fund the necessary expenses incidental to the collection of any of such funds and a reasonable amount for its services in connection with the trust.
14.5 INSURANCE TRUST.
All insurance money received by Trustee shall be heid
by Irustee to secure the performance by Lessee of its obliga- tions under this Lease to repair, replace or reconstruct any of its buildings, installations or other improvements located on the Premises that have been damaged or destroyed. If Lessee in a period of three (3) months after the reccipt of insurance proceeds by Irustee commences performance of its 'obligations to repair, replace or reconstruct said buildings, installations or other improvements that have been damageri -38-
or destroyed, the insurance money held by Irustee shall be paid to Lessee or its order upon its written request, which request shall certify that Lessee has actually incurred indebtedness which is then due and payable for such work in an amount equal to not less than the amount called for •in such request in addition to the aggregate of all amounts theretofore paid by Trustee to or on the order of Lessee on any previous demands, and that such work has been completed to an extent equal in cost to the aggregate amount of the indebtedness so incurred. Each such request, if the total cost of the work exceeds IWENTY FIVE THOUSAND DOLLARS
($25,000.00), shall be accompanied by a certificate of a licensed architect satisfactory to Trustee certifying to the correctness of the statements contained in the request.
Trustée shall be entitled to rely upon such request and certificate as a full warrant and justification for the payment of money as therein provided, but before makirg any such payment Irustee may, but need not, make such
reasonable investigation as it deems necessary, including an examination of the pertinent books and records of Lessee, for the purpose of enabling it to determine whether or not the request of Lessee should be complied with, and further- more at least one-tenth (1/10th) of such money shall be cetained in the trust and shall not be paid as aforesaid until Lessee has filed with Trustee, in addition to the documents described
above, the certificate of Title Insurance
and. Trust Company of Los Angeles or other corporate title insurer satisfactory to Irustee, certifying that, according to the records, the time for the filing of materialmen's liens or mechanics' liens, stop notices or other liens of a like nature has expired and that no such liens are
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outstanding. Notwithstanding the foregoing, if the title company's certificate certifies that, according to the records. the time for the filing of claims of mechanic's liens, material- men's liens, stop notices or other liens of a like nature has expired and that only certain claims of lien have been filed or are in effect, Trustee may make the final payment out of the trust fund, less the amount of the lien or liens shown In the certificate, together with a sun which, in the sole discretion of Trustee, will be sufficient to cover all
interest, cost and other charges that may accrue on or in • connection with such lien or liens. Any money so withheld by Trustee in connection with any lien shall be paid to Lessee or its ordex upon proof satisfactory to Irustee that such lien has been discharged or in the sole discretion of the Trustee shall be used by it to discharge such lien.
Until being applied as herein provided, all remaining insurance money shall be held by Irustee as further security for the performance of Lessee's obligations under this Lease. Upon completion of the work and the payment of all expenses and fees of the trust then accrued, Trustee shall pay any insurance money then remaining to, or upon the order of, Lessee.
14.6 DISPOSITION OF TRUST FINDS ON TERMINATION.
If this Lease is terminated foi any reason set forth
herein while subject to the disposition of insurance proceeds in accordance with this Article 14, Trustee shall hold and dispose of the insurance policies and of the trust fund in order to satisfy the obligations of Lessee under this Article 14 and the balance of such proceeds, if any, shall be distri- buted in accordance with instructions of Lessee.
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14.7 WORKMEN'S COMPENSATION INSURANCE.
Lessee shall procure, at its own expense, and shall
keep in force during the Lease Ierm, adequate insurance against liability arising on account of injuries or death to workmen or employees on the Premises or any installation or other improvements of Lessee. Such workmen's compensation insurance to be provided by Lessee shall be in the maximum amounts obtainable against liability under the Workmen's Compensation Insuxance and Safety Act of the State of
California.
14.8 RENTAL INSURANCE.
Lessee shall procure, at its own expense, and shall
keep in force during the Lease Term or any extension. thereof insurance payable to Lessee in such amounts as will protect Lessor against loss to lessor of rent provided for in Article 4, except as adjusted by the provisions of Articles 4.8, 5.3,
17.3, 18.3 and 28.1, which loss arises out of acts or events which render the Premises incapable of being used for the purposes intended.
14.9 OTHER INSURANCE.
Lessee shall procure, at its own cost and expense,
and shall keep in force during the Lease Term:
(a) Boiler and machinery insurance if at any time
such equipment is located on the Premises.
(b) If Lessee commits, permits or causes the conduci
of any activity or the bringing or operation of any equipment on or about the Premises creating unusual hazards, Lessee shall promptly, upon notice from Lessor, procure and maintain in force during such activity or operation insurance suffi- cient to cover the risks represented thereby. Lessor's
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demand for unusual hazard insurance shall not constitute a waiver of lessor's right to demand the removal, cessation or abatement of such activity or operation.
(c) Other insurance in amounts from time to time
. reasonably required by Lessor against other insurable risks if at the time they are commonly insured against for premises similarly situated and containing comparable improvements.
15. ASSIGN ENT OR SUBLETTING.
15.1 RESTRICTION ON ASSIGNENT 03 SUBLETTING.
Lessee shall not assign this Lease, or, any interest
herein, and shall not sublet the Premises or any part thereof, or any right of privilege appurtenant thereto, and shall not sublet any buildings, or other structures of Lessee, or suffer any other person (the agents and servants of Lessee excepted) to occupy or use the Premises; or any portion thereof, or ary buildings or other structures thereon, without the written consent of Lessor first had and obtained. Any consent to one assignment, subletting, occupation or use by another person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use. by another person; Lessor shall act reasonably in granting its approval to assignments and subleases; provided, however, that Lessor need not approve any assignment or sublease unless:
(a) Lessee shall give Lessor reasonable notice
of the proposed assignment or sublease with such appropriate documentation as Lessor may require evidencing that the proposed assignce or sublessee has the financial capacity for discharging the obligarions under this Lease or any sublease.
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(b) The proposed assignee shall expressly assume
all covenants and conditions of this Lease.
(c) Each sublease shall contain a provision satis-
factory to Lessor requiring sublessee to attorn to Lessor in the event of any proceeding to foreclose any leasehold mortgage if Lessee defaults under this Lease and if sublessee is notified of Lessee's default and instructed to make sub- lessee's rental payments to Lessor.
In the event that during the term of any sublease,
...- to which Lessor has granted its consent, the percentage • rental covering uses to which such subleased Premises are utilized is increased pursuant to the provisions of this Lease, then, in that event, the approved sublease shall expressly provide that the percentage rental covering such uses, payable under said approved sublease, shall be auto- matically increased effective as of the date of the increase of percentage rent payable hereunder.
Any such assignment or subletting without such consent
shall be void, and shall, at the option of Lessor, be grounds for terminating this Lease.
15.2 TRANSFER ON TERMINATION.
Termination of this Lease prior to expiration of
the Lease Term shall not serve to cancel approved subleases, but shall operate as an assignment to Lessor of any and ail such subleases and all rights of Lessee thereunder shall. terminate and shall pass to Lessor. Lessor agrees to be bound by the terms of said subleases so long as sublessees are not in default in the perfornance of the obligations of said sublease. Lessor may, it its option, transfer said subleases to a new lessee or otherwise as Lessor deems fit. -43-
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.)
16. DEFAULT.
16.1 DEFINITION OF DEFAULI.
Not by way of limitation, the following shall be
deemed a default by Lessee and a breach of this Lease:
(a) Failure to pay rent, additional rent or any
other sum;
(b) Failure to do, observe, keep, and perform any
of the covenants, conditions and agreements of this Lease to be done, observed, kept or performed by Lessee;
• (c) The abandonment of the Premises, the voluntary
or involuntary assignment or transfer of Lessee's interest in this Lease without prior written consent of Lessor, the filing of a voluntary or involuntary petition in bankruptcy, or for reorganization, or for an arrangement by or against Lessee if-Lessee is a sole proprietor or corporation, or against any member of Lessee if lessee is a partnership or joint venture, or adjudication of lessee as a bankrupt or insolvent, or appointment of a receiver of • the business or of the assets of Lessee, or a general assignment by Lessee, oI any assignment for the benefit of its creditors, or
except a receiver appointed at the instance and request of Lessee's encumbrance holder if such appointment is for the purpose cf curing a default or breach of Lessee: or
(d) Fáilure to immediately commence curing of
default involving other than payment of money, and promptiy to proceed in good faith to rectify the same and prosecute the same to completion with diligence.
16.2 LESSOR'S ELECTION.
Upon occurrence of the following:
(a) If Lessee's interest, or any part of its
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interest, in this Lease is assigned or transferred, either voluntarily or by operation of law, except with Lessor's prior written consent had and obtained, or if
(b) A voluntary petition in bankruptcy or for
reorganization or for an arrangement is filed by Lessee, if 'Lessee is a sole proprietor or corporation, or is filed by any member of Lessee, if Lessee is a partnership or joint venture, or if
(c) Lessee, or any member of Lessee, if Lessee is
a partnership or a joint venture, is adjudicated bankrupt or insolvent or makes a general or other assignment for the benefit of creditors or applies for receivership or a trustee- ship, or if
(d) Lessee fails within sixty (60) days of receipt
of written notice from Lessor to obtain dismissal-of a
petition in bankruptcy or for reorganization or for an
arrangement filed against lessee, if Lessee is a sole pro- prietor or corporation, or against any member of Lessee, if Lessee is a partnership or joint venture, or if
(e) Lessee fails within sixty (60) days of receipt
of written notice fron Lessor to obtain dismissal of the application of a creditor for the appointment of a receiver or trustee of the business or assets of Lessee, or of any member of Lessee, if lessee is a partnership or joint venture, except a receiver or trustee appointed at the instance or request of Lessor, or if
(f) Lessee fails within ten (10) days of receipt
of written notice from Lessor to remedy any default in the payment of any sun, including, but not limited to, payment of the minimum monthly rental, the additional percentage rental, or any deficiency of any security deposit due under -45-
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this Lease, or if
(g) Lessee fails, within thirty (30) days after
receipt of written notice from Lessor to remedy any other default or to keep any other term, covenant or condition of this Lease,
then, in addition to any other remedy Lessor may have by operation of law, including all rights available to Lessor under Sections 1951.2 and 1951.4 of the Civil Code of the State of California, or otherwise provided herein, Lessor shall have the right and option, without any further demand • oi notice, to re-enter the Premises and eject all persons from the Premises, "sing all reasonable force to do so, and either:
(i) Declare this Lease at an end, in which
event Lessee shall immediately pay Lessor a sum
of money equal to the amount, if any, by which the
then cash value of the rent reserved under this
Lease for the balance of the Lease Term exceeds
the then cash reasonable rental value of the
Premises for the balance of the Lease Term, or
(ii) Without terminating this lease, relet
the Premises, or any part of the Premises, as
the agent and for the account of Lessee upon
such terms and conditions as Lessor may deem
advisable, in which event the rents received on
such reletting shall be applied first to the
expenses of such reletting and collection, in-
cluding necessary renovation and alterations of
the Premises, reasonable attorneys' faes, any
real estate cormissions paid, and thereafter to
payment of all sums due or to becoma due Lessor
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under this Lease, and if a sufficient sum shall
not be realized to pay such sums and other
charges, Lessee shall pay Lessor any deficiency,
notwithstanding Lessor may have received rental
in excess of the rental stipulated to in this
Lease in previous or subsequent months, and
Lessor may bring an action therefor as such
monthly deficiency shall arise. Lessor shall
in no event be liable in any way whatsoever for
failure to relet the Premises, or in the event
• that the Premises are relet, for failure to
collect the rent thereof under such reletting.
(iii) At the option of Lessor, this Lease
shall continue in effect for the Lease Term
so long as Lessor does not terminate Lessee's
right to possession and Lessor may enforce all
of the rights and remedies under this Lease,
including, but not by way of limitation, the
right to recover from Lessee the rent as it
becomes due hereunder.
16.3 RIGHT OF RE-ENTRY.
Any such right of re-entry reserved under Article
16.2 shall be allowed by Lessee without hindrance, and Lessor shall not be flable in damages for any such ze-entry, or be guilty of trespass or forcible entry.
16.4 PERCENTAGE RENTAL UPON DEFAULI.
For the purpose of Article 16.1, the percentage
rental for any period after any such default by Lessee and entry by Lessor shall be at a monthly rate, equal to the average monthly percentage rental which Lessee was obligated -67-
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to pay Lessor during the preceding year, except that if such event shall occur during the first year of the Lease Term, then at the rate for the then elapsed portion of the Lease Term.
16.5 LESSOR'S RICHI IO CURE DEFAULI.
In the event of Lessee's breach or default of any
term, covenant or condition in this Lease, Lessor may, at any time, without rotice, except as otherwise provided in Article 10, cure such breach for the account of and at the expense of Lessee. If Lessor at any time by reason of such breach or default is compelled to pay, of elects to pay, any sum of money or to do any act which will require the payment of any sun of money, or is compelled to incur any expense, including reasonable attorneys' fees, in instituting,
prosecuting, or defending any actions of proceedings to enforce Lessor's rights under this Lease or otherwise, the sum or sums paid by Lessor, with all interest, costs and damages, shall be deemed to be additional rent under this Lease and shall be due from Lessee to Lessor on the first day of the month following the incurring of such expenses.
16.6 ATTORNEYS' FEES.
In the event of the bringing of any action by either
party hereto against the other by reason of the breach of any covenant or condition on the part of the other party or arising out of this Lease, then and in thai event, the party in whose favor final judgment shall be enterad shall be entitled to recover from the other party reasonabie
attorneys' fees to be fixed by the court wherein such
judgment shall be entered.
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16.7 RIGHT TO LEGAL AND EQUITABLE REMEDIES.
In the event of a default or threatened default by
Lessee of any terms, covenants, conditions or agreements of this Lease, Lessor shall have the right of injunction and the right to invoke any remedy allowed at law or in equity as if re-entry or other remedies were not herein provided for. Mention in this Lease of any particular remedy shall not preclude lessor from any other remedy at law or in equity.
16.8 RIGHTS OF SUBLESSEE.
Any sublessee shall have the rights, at its election,
to cure a curable default under this Lease. If any such sub- lessee cures all defaults then existing which are capable of being cured, sublessee's possession and use shall not be disturbed by Lessor as long as (a) sublessee performs in accordance with the terms of its sublease, and (b) • sublessee attorns to Lessor.
17. CONDEMNATION.
17.1 TERMINATION ON TOTAL TAKING.
If title to all of the Premises is taken for any.
public or quasi-public use under any statute, or by right of eminent domain, then this Lease shall terminate on the date that possession of the Premises is taken.
17.2 TERMINATION ON PARTIAL TAKING.
If title to so much of the Premises is taken that
it is economically unfeasible for Lessee to use and operate the remaining portion of the Premises for the purposes con- templated by this Lease, Lessee may, at its option, terminate this Lesse as oí the date that possession of such part of -29-
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the Premises is taken, such Lessee giving written notice to Lessor of its intention, within thirty (30) days following the date that possession of such part of the Premises is taken.
17.3 ADJUST ENI OF RENT ON PARTIAL TAKING.
If any part of the Premises shall be so taken and
this Lease is not terminated pursuant to the provisions of this Article 17, then this Lease shall, as to the part so taken, terminate as of the date that possession of such •part is taken and the minimum monthly rental payable here- under shall be abated in the proportion which percentage rentals applicable to the portion of the Premises so taken, payable hereunder for the fuli 12-month period immediately preceding the month in which such part of the Premises is taken, bears to the total percentage rentals payable here- under for said 12-month period, Lessee shall, at its own expense, make all necessary repair or alterations to its buildings and improvements not taken reasonably suitable for Lessee's continued occupancy for the purposes and uses for which the Premises are leased.
17.4 ALLOCATION OF AWARD.
All compensation awarded or paid upon the total or
partial taking of the fee title of the Premises or part of the Premises shall belong to Lessor. All compensation
awarded or paid upon the total or partial taking of any buildings and other improvements made by Lessee on the
Premises shall belong to Lessee. Lessor shall not be
entitled to any compensation paid to Lassee for costs
incurred by Lessee in renoving its furniture, equipment, and trade fixtures from the Fremises or from any buildings, ..:
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or improvements on the Premises. Not shall Lessor be
entitled to any compensation paid to Lessee in the pro- ceeding or action for such taking with respect to removal or relocation costs, or anticipated or lost profits (excluding • the value of this Lease to Lessor) or damages to any personal property or detriment to the business of Lessee, or any • special damages (excluding the value of this Lease to Lessor) to Lessee.
17.5 PRORATION OF RENT AND REPAYMENT OF DEPOSITS.
. If this Lease is terminated pursuant to this Article, the rent and all other obligations of Lessee hereunder shall bè prorated to the date of termination. If Lessee has paid, performed and observed all of Lessee's covenants and obliga- tions hereunder, Lessor shall repay to lessee the security deposit and any rent and other payments hereunder paid by Lessee for any period beyond the date of termination.
18. DESTRUCTICN.
18.1 DESTRUCTION BY NON- INSURABLE PERIL.
In the event of tha destruction, whether total or
partial, of any building, structure or other improvament of Lessee, which destruction results from a peril for which Lessee is not required to secure and raintain insurance under.._. the provisions of Article 14 above, and against which Lessee has no insurance in effect at the time of such destruction, hereafter referred to as a "non-insurable peril" , Lessee shall be under no obligation to repair, construct, recon- • struct or restoza said building, structure or other improve- ment.
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18.2 TERMINATION OR DESTRUCTION BY NON-INSURABLE
•PERIL.
In the event the Premises are destroyed as a result
of a non-insurable peril to such an extent that it is
economically unfeasible for Lessee to operate and use the remaining portion of the Premises for the purposes contem- plated by this Lease, Lessee may, at its option, terminate this Lease as of the date of such destruction upon Lessee giving written notice to Lessor of its intention within thirty (30) days following such destruction..
18.3 PRORATION OF RENT AND REPAYMENT OF DEPOSITS
ON TERMINATION.
If this Lease is terminated pursuant to the provisions
of Article 18:2 above, the rent and all other obligations of Lessee hereunder shall be prorated to the date of termination.
If Lessee has paid, performed and observed all of Lessee's covenants and obligations hereunder, Lessor shall repay to Lessee the security deposit and any rent and other payments hereunder paid by Lessee for any period beyond the date of termination.
18.4 ADJUSTMENI OF RENT UPON LESS THAN TOTAT
DESTRUCTION OF NON-INSURABLE PERIL.
If any part of the Premises shall be destroyed by
a non-insurable peril and this Lease is not terminated
pursuant to this Aiticie 18, then this Lease shall, as to the part so destroyed, terminate as of the date of such destruction and the minimum monthly rental payable hereunder shall be abated in the proportion which percentage rentals applicable to che portion of the Premises so destroyed, - 52-.
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payable hereunder for the full 12-month period imnediately preceding the month in which such destruction occurs, bears to the total percentage rentals payable hereunder for such 12-month period immediately preceding the month in which such destruction occurs, bears to the total percentage
rentals payable hereunder for such 12-month period. In
such event, Lessee shall, at its own expense, make all
necessary repairs or alterations to its buildings or improve- ments not destroyed, reasonably suitable for Lessee's continued occupancy for the purposes and uses for which the Premises are leased.
18.5 DESTRUCTION BY INSURABLE PERIL•
In the event of the destruction, whether total or.
partial, of any building, structure or other improvement of Lessee as a result of a peril for which Lessee has insurance or for which Lessee is required to secure and maintain
insurance under Article 14 above, lessee shall, within
ninety (90) days from the date of said destruction, commence the repair, construction, reconstruction or restoration of said building, structure or other improvement and shall prosecute the same diligently to completion. Said repair, construction, reconstruction or restoration shall be
completed in accordance with plans prepared by Lessee and submitted to the Harbor Review Board in care of the Director of Property Management, and approved by such Board. Any such destruction, whether total or partial, shall in no way annul or void this Lease, except that Lessee shall be
entitled to a proportionate reduction of rent from the
date of said destruction and continuing to the completion of such repair, construction, reconstruction or restoration:
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Such proportionate reduction shall be based upon the extent to which the making of such repair, construction, reconstruc- tion or restoration shall interfere with the business conducted by Lessee on the Premises. In the event the parties are unable to agree to the amount of said reduction, said amount, if any, shall be fixed and determined by the Harbor Review Board, whose findings shall be deemed conclusive and binding on Lessox and Lessee.
• 19. ABANDONMENT.
Lessee shall not abandon the Premises at any time
during the Lease Term, or any renewai thereof; and if Lessee shall abandon the Premises, or be dispossessed by process of law or otherwise, any personal property belonging to Lessee and left on the Premises, or in any building, structure, or other improvements made by Lessee or the Premises; shall, at the option of Lessor, be deemed to have been abandoned.
20. WAIVER OF BREACH.
No waiver of any default shall constitute a waiver
of any other breach or default, whether of the same or any other covenant or condition. No waiver, benefit or privilege voluntarily given or performed by either party shall give the other party any contractual right by custom, estoppel or otherwise. The subsequent acceptance of rent pursuant to this Lease shall not constitute a waiver of any preceding default by Lessee other than the default in the payment of the particular rental payment so accepted, regardless of Lessor's knowledge of the preceding breach at the time of accepting the rent.. Nor shall the acceptance of rent or - 56.
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any other payment due hereunder after termination constitute a reinstatement, extension or renewal of the Lease or
revocation of any notice or other act by Lessor. ...
21. COMPLIANCE WITH THE LAW.
21.1 RULES, STATUTES AND ORDINANCES.
Lessee shall, in all activities on or in connection
with the Premises and in all uses thereof, including the making of any alterations or changes and the installation of any equipment and other improvements, abide by and conform to all rules and regulations prescribed by the City Charter of Lessor, any ordinances of said Lessor, including, but not limited to, the Building Code thereof, any general rules of the Harbor Department and the Fire Department of Lessor, and any applicable federal or state statutes or other
municipal laws now in force or wnich may hereafter be in force; provided, however, Lessee shall have the right to test the constitutionality of any such ordinance, statute, or other law.
21.2 JUDICIAL DECREES.
The judgment of any court of competent jurisdiction,
oi the admission of Lessee in any action or proceeding against Lessee, whether Lessor is a party thereto or not, that Lessee has violated such ordinance, statute, or other law in the use of the Premises, shall be conclusive of the fact as between Lessor and Lessee.
22: SUPERVISIO! AND CONDUCI DF LESSEE'S EMPLOYEES.
Lessee warrants, promises and covenants that tha
Premises, or any buildings, structures, or improvements of -55-
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Lessee situated thereon, shall be personally supervised by competent personnel who have legal capacity and power to act on behalf of Lessee. Lessor shall have the right to require the discharge by Lessee of any employee of Lessee, or of Lessee's agents, sublessees, concessionaires, or
licensees, whose conduct is determined by Lessor to be
detrimental to the public interest.
23. OPERATIONS AND CHARGES•
23.1 HOURS OF BUSINESS.
Léssee shall continuously during the entire Lease
Term conduct and carry on Lessee's business on the Premises and shall keep said Premises open for business and cause such business to be conducted thereon for each and every business day and for such number of hours each day as is customary for businesses of like character in the City of Redondo Beach, in which the Premises are located, or in other small boat harbors of Southern California; provided, however, that this provision shall not apply if the Premises shall be closed and the business of Lessee therein shall be temporarily shut down on account of strikes, lockouts or causes beyond the control of Lessee.
23.2 FEES AND CHARGES.
Lessee shall at all times carry in its business on
the Premises a stock of goods, wares, and merchandise of such
size, character and quality and shall render such
services
as is reasonably designed to produce the maximum
return to Lessee and the greatest amount of rent to Lessor.
The fees, charges and prices of all goods, wares and merchan- dise
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concession or activities conducted on the Premises shall be reasonable and in fair competition with prevailing prices, fees
and charges charged by comparable establishments for
like goods, wares, merchandise or services in the said City of Redondo Beach or in other small boat harbors of Southern California. Lessor reserves the right to inspect all schedules of prices, fees and charges. Whenever the Lessor determines that any such fees, charges or prices axe unreasonable, or are not in conformity with the prevalling competitive prices in comparable establishments, it may, by written notice to Lessee, in the manner provided herein, require such adjust- ments to be made which will cause such fees, charges or prices to be fair and reasonable or competitive.
In the event Lessee disagrees with such determination
and the parties are unable to agree upon such modification of such rates, fees, charges or prices, then and in that event the question of the amount thereof shall be submitted to, and fixed by, the Harbor Review Board; provided, however, that said rents, fees, charges or prices fixed by said Harbor Review Board shall be fair and reasonable or competitive and shall be in such amounts as will return to Lessee, its sub- lessees, concessionaires, or licensees, a reasonable and fair profit upon their investment after payment of rents, operating expenses, repairs, depreciation, taxes and main- tenance.
23.3 BINDING ON AGENTS, SURLESSEES,, CONCESSIONAIRES,
AND LICENSFES.
The provisions of Articles 23.1 and 23.2 shall be
binding upon all agents, sublessees, concessicnaires and licensees of Lessec.
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24. TAXES.
Lessee shall pay or cause to be paid before delin-
quency all taxes, assessments or fees levied, assessed, or charged upon lessee or the Premises by reason of any buildings, structures, equipment, appliances or other improvements of any nature whatever erected, installed, or maintained by Lessee, its sublessees, concessionaires or licensees, or by reason of the business or other activities of Lessee, its sublessees, concessionaires or licensées upon or in connection with the Premises. Lessee shall further pay or cause to be paid any fees imposed by law for licenses or permits for any business or activity of Lessee, its sublessees, concessionaires or licensees upon or in connection with the Premises or under this Lease.
25. LESSEE'S ASSOCIATION.
Lessee agrees to pay and maintain membership in any
organization that is now or may be organized, formed or sponsored by Lessor for substantially all business in the Redondo Beach Harbor. Area and to pay such organization as membership fees therein such amounts, if any, as may be established for the period In question by membership, to be used (except for reasonable administrative expenses) at the direction of the officers thereof for the promotion of said Harbor Area; provided, that under the bylaws of such organization no matters (including without limitation, the election of officers and the _establishment of such annual dues) shall be deemed to have been adopted by such organi- zation for the purpose of this Article 25, unless proved by a majority of Lessees then hoiding Leases within said Harbor Area.
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The percentage of payment of fees to be made by
Lessor and Lessee and the voting power of Lessor or Lessee shall be computed as follows:
On or before January 31 of each year during the Lease
Term, the gross sales reported by all Lessees in the Harbor Area for the preceding calendar year will be ascertained from the certified statements of Lessee on file with the City Clerk of Lessor. (If no gross sales are reported for the preceding calendar year, the gross sales shall be deemed to be the estimated gross sales submitted to Lessor by Lessee in its proposal to secure this Lease.) The percentage of payments to be made by Lessee, and its percentage of votes will be equal to the ratio Lessee's annual gross sales for the prior calendar year bears to the annual gross sales of ali other Lessees for said period. The combined fees by all Lessees shall be seventy-five percent (75%) of the fees and the combined votes reserved to all Lessees shall be seventy- five percent (75%) of all votes: Lessor shall pay twenty- five percent (25%) of all fees and shall have reserved to it twenty-five percent (25%) of all votes; provided, hovever, that Lessor's obligation to pay twenty-five percent (25%) of such fees shall accrue only if and when all Lessees have made tie payments required to be made hereunder.
Annual dues to be paid by Lessees as a member of the
Lessee's Association shall in no event be less than one-tench of one percent (.10%) nor moxe than one-haif of one percent (-5%) of the annual gross sales of each Lessee. Notwith- standing anything contained herein to the contrary, neither a single Lessee nor Lessor shall have the right of veto.
26. WASTE.
Lessee shall not commit, or suffer to be committed,
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any waste or nuisance upon the Prenises..
27. HOLDING OVER.
This Lease shall terminate without further notice at
• the expiration of the Lease Ierm. Any holding over after the expiration of the Lease Term, or extension thereof, with the consent of Lessor, shall be construed to be a tenancy from month to month, at the monthly rental then in effect, and shall otherwise be on the terms and conditions herein speci- fied, so far as applicable. Such holding over shall include any time employed by Lessee to remove equipment, appliances, installations, or other improvements during the one hundred eighty (180) day period hereinabove mentioned in Article 11 for such removal. Any holding over by Lessee after expira- tion of the Lease Term shall not constitute a renewal or extension or give Lessee rights in or to the Premises,
except as otherwise expressly provided in this Lease.
28. DECIARATION OF WAR.
28.1 ABATEMENT OF RENT.
If during the Lease Term the United States of America
becomes engaged in any declared war and if as a direct result thereof Lessee cannot operate the businesses on the premises at a net profit, then and in that event, and upon the condi- tions that Lessee give written notice thereof in the manner hereirafter provided, and that Lessee provide Lessor with a then current Profit and Loss Statement covering all of Lessee's businesses • on the Premises, and certified by a Certified Public Accountant establishing the fact that said businesses are not opcrating at a net profit, the rental provisions of this Lease shall not apply to or be binding - 60-
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upon the parties, and the parties shall forthwith renegotiate the rental terms of the provisions of this Lease and set such rent. as will fairly enable Lessee's businesses on the Premises to operate at a net profit. Other terms, conditions, and agreements herein contained shall remain in force and shall not be subject to renegotiation by virtue of the
provisions of this Article. If the parties cannot agree, within sixty (60) days from the date on which Lessee shall first have given notice in the manner provided herein,
whether the declared war has directiy resulted in Lessee's being unable to profitably operate its businesses, or as to what is fair and appropriate rent, then such questions shall be submitted to appraisers in the manner provided in Article
4.8 above. The rent, as determined by the appraisers, shall only apply during the period of declared war.
28.2 DEFINITION OF "DECLARED VAR".
The term "declared war" as used herein shall be
that period of time conmencing with a formal deciaration of war against a foreign belligerent by the United States of America and concluding with the signing of an armistice or a treaty of peace.
29. NOTICES.
Any and all notices or demands by or irom Lessor to
lessee, or Lessee to Lessor, shall be in writing. They shall be served either persorally or by registered or certificd mail. If personally served, service shall be conclusively deemed made at the tine of service. If served by registered or certified mail, service shall be conclusively deemed made forty-eight (48) hours after the deposit thereof in che -61-
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United States mail, postage prepaid; addressed to the party to whom such notice or demand is to be given, as hereinafter provided, and the issuance of the receipt thereof. Any
notice or demand to Lessor may be given unto it in care of the City Clerk of Lessor, City Hall, Redondo Beach, California • 90277. Any notice or demand to Lessee may be given to it at 3300 West Olive Avenue, Burbank, California 91505. Any
notice or demand given to Lessee by • Lessor shall also be given contemporanecusly to any encumbrance holder of Lessee, or any approved sublessee of Lessee, at such addresses as Lessee shall specify to Lessor in writing at the date of the execution of this lease. All addresses provided herein may be changed by written notice given in the manner herein provided.
30. SUCCESSORS.
Subject to the provisions herein relating to assign-
ment and subletting, each and all of the terms, conditions, and agreements herein contained shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors, and assigns of all and any of the parties hereto; and all of the parties hereto shall be jointly and severally liable hereunder.
31. CAPTIONS.
The titles or headings to the Articles of this Lease
and the Table of Contents of this Lease are not a part of this Lease, and shall have no effect upon the construction or interpretation of any part hereof.
32. IINE.
Time is of the essence of this Lease.
33. GENDER AND NUWER.
With respect to all words used herein, the wasculine,
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feminine or neuter gender and the singular or pluxal number shall each be deemed to include the others wherever the context so indicates.
34. SAVINGS CLAUSE.
In the event that any provision or provisions of
this Lease is, or is hereafter adjudged to be, for any
reason, invalid or unenforceable, the remaining provisions of this Lease shall continue to exist and remain in full force and effect.
35. RECORDATION.
. This Lease may, but need not be, recorded. However,
an abstract memorandun or short form of this Lease may be recorded. Lessor and Lessee agree to execute any abstract, memorandum or short form of this Lease in the form and sub- stance as required by a title insurance company insuring Lessee's leasehold estate or the interest of any leasehold mortgagee, which form shall be sufficient to give con-
structive notice of chis Lease to subsequent purchasers or mortgagees.
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IN WITNESS WHEREOF, the CITY OF REDONDO BEACH,
Lessor herein, has caused this Lease to be executed by
its Mayor and City Clerk, first hereunto duly authorized, and the seal of said City to be affixed hereto, and Lessee has affixed its signature hereto, all the day and year
first hereinabove written.
• CITY OF REDONDO BEACH, a
chartered municipal corporation
BY
Mayor
By
City cierk
LESSOR.
JACKBILT, INC.,
a California corporatior
By
Title
LESSEE.
APPROVED AS TO FORM:
City Attorney
STATE OF CALIFORNIA
SS.
COUNTY OF LOS ANGELES)
On , before me, the
undersigned, a Notary Public in and for said County and State, personally appeared known to
me to be the Mayor of the City of Redondo Beach, a chartered municipal corporation, and , known to
me to be the City Clerk of said City of Redondo Beach, the • municipal corporation that executed the within and foregoing instrument, and known to me to be the persons who executed the within instrument on behalf of said municipal corporation and acknowledged to me that said municipal corporation executed the same.
WITNESS my hand and official seal.
Notary Public in and ior saia
County and State
STATE OF CALIFORNIA
ss.
COUNTY OF LOS ANGELES
on - before me, a
Notary Public, personally appeared
•known to me to be the of the
corporation that executed the within instrument, and acknow- to me that such corporation executed the same.
Notary Public in and for said
County and State.
TIDELANDS GRANT
EXHIBIO "A"
AN ACT GRANTING CERTAIN TIDELANDS AND SUBMERGED
LANDS OF THE STATE OF CALIFORNIA TO THE CITY OF
REDONDO BEACH UPON CERTAIN TRUSTS AND CONDITIONS
The people of the State of California do enact as follows:
SECTION 1. There is hereby granted to the City of Redondo Beach, a municipal corporation of the State of California, and to its successors, all the right, title and interest of the State of California, held by said state by virtue of its sovereignty, and and to all the tidelands and sub- merged lands, within the present boundaries of said City, and situated below the line of mean high tide of the Pacific Ocean, to be forever held by said City, and by its successors, in trust for the uses and purposes, and upon the express conditions following, to wit:
(a) said lands siall be used by said City and by its successors, )
- solely for the establishment, improvement and conduct of a harbor and fox the establishment and construction of bulkheads or breakwaters for the protection of lands within its boundaries, or for the protection of its harbor, and for the construction, maintenance and cperation thereon of wharves, docks, piers, slips, quays and other utilities, structures and appliances necessary or convenient for the promotion or accommodation of_.. commerce and navigation and the protection of the lands within said city. and said City, or its successors, shall not, at any time, grant, convey, give or alien said lands, or any part thereof, to any individual, firm or corporation for any purpose whatsoever; provided, that said City, or its successors, may grant franchises thereon, for limited pericds, for wharves and other public uses and purposes, ard may lease said lands or any part thereof for limited pericds: for purposes consistent with the trusts upon which said lands are held by the State of California and witn the requirements of colmerce or navigation at said harbor:
EXHISIT "A"
-?-
(b) Said harbor shall be improved by said City without
expense to the state, and shall always remain a public harbor for all purposes of commerce and navigation, and the State of California shall have, at all times, the right to use, without charge, all wharves, docks, piers, slips, quays and other improvements constructed on said lands, or any part thereof, for any vessel or other water craft, or railroad owned or operated by the State of California;
(c) In the management, conduct or operation of said harbor, or of any of the utilities, structures or appliarces mentioned in para- graph (a), no discrimination in rates, tolls or charges, or to facilities, for any use or service in connection therewith shall ever be made, authorized or permitted by said City or by its successors. The absolute right to fish in the waters of said harbor, with the right of convenient access to said waters over said lands for said purpose, is hereby reser- 0*%;
ved to the people of the state of California..
Approved April 12, 1915
Stats 1915, p.52.
DISINTE
LEGAL DESCRIPTION
статика "C"
::
LEGAL DESCRIPTION
REDONDO BEACH LEASE AREA
PARCEL, 4F.
That certain parcel of land in the City of Redondo Beach, County of Los Angeles, State of California, more particularly described as follows:
Beginning at a point on a Record of Survey "Control
Line" as described in Book 78, Page 100 of Record
of Surveys in the Office of the Recorder of said
County, designated as H-2 on! said line, thence
North 79°-571-33" West a distance of 39.19 feet
to a point, said point being the intersection of
the centerlines of Hermosa Avenue and Sixth Street
as shown on the map of Ocean Beach Subdivision
recorded in MaD Book 2, Page 35 records of said
County, thence South 24°-37'-24" Sast a distance
of 256.89 feet to a point, said point being the
beginning point of a curve, a radial line through
said point bearing south 65°-22'-35" Mest, thence
Westerly a distance of 39.00 feet along saia radial
line to a point, said point being the beginning
point of a curve concave to the Northeast, having
a radius of 1.989.00 feet and a central angle 0f
059-09'-56" thence Southeasterly along the arc
of said curve a distance of 178.74 feet to the
end of said curve, thence tangent to said last-
mentioned curve South 29°-46'-20" East a distance
of 349.27 feet to the True Point of Beginning;
: thence continuing South 29°-46'-20" East a distance
of 408.05 feet to a point, said point being the
beginning of a tangent curve concave to the south-
a radius of 2,795.68 feet and a central
-23'-53", thence Southeasterly along
the are of said curve a distance of 19.43 feet
• to the end of said curve, thence South 60°-13'-40"
West a distance of 126.95 feet, thence North
29°-46'-20" West a distance of 155.00 feet, thence
South 60°-13'-40" west a distance of 118.00 feet,
thence North 29°-46'-20" West a distance of 4.62
feet, thence South 73°-18'-24" West a distance of
71.41 feet, thence North 27°-06'-42" west a distance
of 17.55 feet, thence North 16°-41'-36" West a
distance of 240:42 feet, thence worth 60°-131-40"
East a distance of 259.39 feet to the true point
of Beginning.
Containing therein approximately 97,951.82 square feet. r:"
HERMOSA CONTROL
SIX TM
39.19 STREET N. 79° 57.33 W
M2, POINT
256.89' 5.24 37'24 8. OF BEGINNING
39.00'
96S' 22'36" W.
BES. CURVE
il.1989.00' $65'22'36"
A.t.05 0815G"
b: 178.74'
SEALE
END CURVE
349270 9.29 46 208
N. 50° 13'40"_C
259.39'-
TRUE POINT OF
BEGINNING
=
240.42'
N. 16°
20" g
408.051 S.29 46'
1.55'
N27'06'42'W
118.00' as
21.4l' 568 TS 40"M
5.73•18' 24° W
4.62°
N.29 46' 20" W. cS 20" W. 155,00
29° R: 2,795.68'
4, 0º 231 521
N. 1, 1943'
OCEAN BEACH SUBDIVISION 126.951 BEG. CORVE
LUD BONK 2, PAGE 35 S:GO° 13' 40'VL . END CURVE
RECORD 6F SURVEY CITY CF
• " CONTROL LINE: 500K 78, FAGE 1DD REDONDO DEACH
ESCORoS OF SURVEY
LEASE AREA
-OPTION TO LEASE
EXHIBIT "D"
OPTION TO LEASE
BETWEEN
- THE CITY OF REDONDO BEACH
AND
JACKBILI, INC.
TABLE OF CONTENTS
Page
1. IDENTIFICATION 1
2.. RECITALS 1
2.1 Tidelands Grant 1
2.2 Development of Area 1
2.3 Option to Lease 1
2.4 Design of Improvements 2
2.5 Consideration for Lease 2
3. GRANI OF OPTION IO LEASE THE PREMISES 2
4. OPTION TERM 2
5. FAYMENT FOR OPTION 3
6. IMPROVEMENTS PROPOSED IO BE CONSTRUCTED BY OPTIONEE 3
7. SUBMISSION AND APPROVAL OF DESIGNS, PLANS, DRAWINGS, CONSTRUCTION SCHEDULES; AND COST ESTIMATES 3
7.1 Approval of Plans 3
7.2 Schedule of Submission of Designs, Plans and
Drawings, and Opticnee's Frivilege to Terminate 5
8. SECURITY .7
8.1 Bond or Cash Deposit
8.2 Quitclaim Deed 9
9. ASSIGNMENT 9 '
10. EXECUTION OF LEASE 9
-
10.1 Conditions Precedent to Execution of Lease 9
.10.2 Security for Compliance with Commencement,
Development, and Completion oi Construction
of Improvements on the Premises: 10
11. TERMINATION OF OPTION 11
12. DEFAULT 12
i.
Page
12.1 Optionor's Election
12 12.2 Optionos's Right to Cure Default
13 12.3 Attorneys' Fees
13 12.4 Right to Legal and Equitable Remedies 13
13. WAIVER OF BREACH
14 14. COMPLIANCE WITH THE LAW
14 15. NOTICES
15 16. USE AND POSSESSION OF PREMISES DURING OPTION TERM 16
17. SUCCESSORS
16 18. CAPTIONS
19. TIME
16 20. GENDER AND NUMBER
16 21. SAVINGS CLAUSE 17
*:
EXHIBITS
Exhibit "A"
Legal Description
Exhibit "B"
Lease
Exhibit "C" Design Criteria
Exhibit "D"
Quitclaim Deed
ii.
OPTION TO LEASE
1. IDENTIFICATION.
THIS OPTION TO LEASE is made and entered into as
of the 1/kday of eatent 1972 between
the CITY OF REDONDO BEACH, a chartered municipal corporation, hereafter "Optionor", and JACKBILI, INC., a California cor- -
poration, hereafter "Optionee".
2. RECITALS.
2.1. Tidelands Grant.
The State of California has granted to the Optionor
certain tidelands and submerged lands on condition that Optionor develop, improve and operate said lands as a harbor.
2.2 Development of Area.
Pursuant to its Ordinance No. 1711, Optionor is
developing, improving and operating a portion of said
lands, together with adjoining uplands, as a harbor.
2.3 Option to Lease.
In order to develop and improve said harbor and
to provide facilities for the accommodation of those
using said harbor, Optionee and Optionor desire to enter into a lease for the rental of those parcels of land,
hereafter "the Premises'! , which are situated in that
aren commonly known and referred to as the Redondo
Beach Harbor Area, and which are described more
particularly in Exhibit "A" attached hereto,
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initialed by the parties, and by this reference incorporated herein. Pending the actual hiring of the Premises by
Optionee, Optionor desires to grant to Optionee, and Optionee desires to secure from Optionor, the exclusive right and i optión to lease the Premises under the terms and conditions set forth herein.
2.4 Design of Improvements.
Optionor and Optionee recognize that before a lease
for said Premises can be entered into, Optionee must expend certain sums for the planning and design of improvements to be constructed on the Premises.
• 2.5 Consideration for Lease.
Optionor and Optionee acknowledge that the performance
of the obligations required to be performed by Optionee under this Option to Lease forms a material part of the considera- tion for the subsequent lease between the parties, and agree further that said performance is a condition precedent to the execution of such lease.
3. GRANT OF OPTION IO LEASE THE PREMISES.
Optionor grants to Optionee the erclusive right,
privilege and option to lease from Optionor, on the terms and conditions provided herein, the Premises described in Exhibit "A" attached hereto.
4. OPTION TERM.
The term of this Option (Option Term) shall be one
(1) year, commencing on Sept. 111912
- and expiring
a Sust: 10, 1473 unless sooner terminated as pro-
vided herein.
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5. PAYMENT FOR OPTION.
Optionee agrees to pay to Optionor for this right,
privilege and option the sum of THREE HUNDRED DOLLARS
($300.00) in advance upon execution of this Option to Lease, and the sum of THREE HUNDRED DOLLARS ($300.00) on the Ist day of each month thereafter during the Option Term.
6. IMPROVEMENTS PROPOSED TO BE CONSTRUCTED BY OPTIONEE.
In part consideration for this Option to Lease,
Optionee proposes, at its own expense, to construct, or cause to be constructed, subject to approval or modifica- tion of plans, designs and drawings as provided in Article 7, within the time and in the manner provided in Exhibit "B", the following improvements on the Premises:
nice:
(2) A 16;000 square foot restaurant.
умя
(b) An off-sale liquor store consisting of
approximately 4,000 square feet.
(c) Adequate lighting, parking and landscaping.
7. SUBHISSION AND APPROVAL OF DESIGNS, PLANS, DRAWINGS, CONSTRUCTION SCHEDULES, AND COST ESTIMATES.
7.1 Approval of Plans.
(a) All plans, specifications, or other designs for
any and all buildings, installations, or other improvements proposed to be constructed on the Premises by Optionee
after the execution of chis Option to Lease shall, prior to Optionee's application for the issuance of any building permts whatever, first be submitted to the difice of the - 3-
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Director of the Department of Property Management of
Optionor for review and approval by the Harbor Review
Board:
(b) Such plans, specifications, or other designs
so submitted to the Harbor Review Board shall be reviewed by said Board, and said Board shall approve, reject, or request modification, revision; or correction of the plans, specifications, or other designs within ten (10) calendar... days after the date of submission. The action of said
Board shall be forthwith communicated to Optionee in
writing pursuant to the notice provisions set forth in
Article 15 hereof. In the event such plans, specifications, or other designs axe rejected or requested to be modified by said Board, the reasons for such rejection or required modification shall also be communicated in writing by said Board to Optionee in the manner provided. In the event said Board requests revision, modification, or correction of the plans, specifications, or other designs so submitted,
Optionee shall have thirty (30) calendar days from the
date of action of said Board to submit a revised, modified or corrected plan, specification, or other design, as the case may be. In the event such plans, specifications, or other designs are neither approved nor rejected by said Board withir ten (10) days after the submission thereot by Optionee, then such plans, specifications, or other designs shall be deemed to have been approved. Any approval, whether actual or deemed, of plans, specifications, or other designs under this Article 7 shall in no event be considered as approval of any application for a building permir. Any
provisions in this Option to Lease to che contrary not- -4-
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withstanding, Optionee shall secure any and all permits required by the ordinances of Optionor or by any other
government or governmental agency for the construction of any building, installation, or other improvement on the Premises.
(c) Said Board in its review of and decision on
any plan, specification, or other design submitted pur suant to the terms
hereof, shall be quided by the provisions of
this Option to lease, as well as the architectural and
construction standards set forth in that document entitled "Design Criteria" , a copy of which is attached hereto as Exhibit "C" and by this reference incorporated herein.
7.2 Schedule of Submission of Designs, Plans and
Drawings, and Optienee's Privileze to Terminate.
(a) On or before thirty (30) days following the
date of this Option to Lease, Optionee shall submit to the Office of the Director of the Department of Property
Management of Optionor for review by the Harbor Keview
Board "schematic plans", as that term is defined and used • in the Design Criteria, for the construction on the Premises of the total improvements called for in Article 6 above. (b) On or before ten (10) days immediately
following the date on which the liarbor Review Board approves the above-mentioned schematic plans, Optionee shall have the privilege and option to terminate, for any reason whatever, this Option to Laase by filing written notice thereof with Opticnor in the manner prescribed by Article 15 hereof. If within the above prescribed period oi time Optionee elects to terminace this Option to Lease, Optionce shall bo
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entitled to receive from Optionor the bond or cash deposit furnished by Optionee in the manner provided by Article 8 hereof, and in addition, shall be entitled to an abatement of the option payment prescribed by Article 5 hereof,
conmencing with the first full calendar month immediately following the month during which notice of termination is received by Optionor.
(c) If Optionee does not elect to terminate this
Option to Lease, then on or before ninety (90) days immedi- ately following the date on which the Harbor Review Board approves the above-mentioned schematic plans, Optionee
shall submit to the Harbor Review Board "preliminary plans", as that term is defined and used in the Design Criteria, for the construction on the Premises of the improvements called for in Article 6 above.
(d) On or before ten (10) days inmediately following
the date on which the Harbor Review Board approves the
above-mentioned preliminary plans, Optionee shall have the privilege and option to terminate, for any reason whatever, this Option to Lease by filing written notice thereof with Optionor in the manner prescribed by Article 15 hereof. If within the above prescribed period of time Optionee elects to terminate this Option to Lease, Optionee shall be entitled to receive from Optionor the bond or cash deposit furnished by Optionee in the manner provided by Article 8 hereof, and in addition, shall be entitled to an abatement of the option payment prescribed by Article 5 hereof, commencing with the first full calendar month immediately following the month during which notice of termination is received by Optionor. - 1-
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(e) If Optionee does not elect to terminate this
Option to Lease, then on or before one hundred eighty (180) days immediately following the date on which the Harbor Review Board approves the next above-mentioned preliminary plans, Optionee shall submit to the Harbor Review Board "working drawings" ›_as that term is defined and used in the Design Criteria, for the construction on the Premises of the improvements called for in Article 6 above.
(f) On or before ten (10) days immediately following
the date on which the Harbor Review Board approves the next above-mentioned working drawings, Optionee shall apply for a building parmit or permits for the construction on the Premises of the improvements called for in Article 6 above, by filing with the Building Department of Optionor the
necessary application, plans, designs, specifications, and drawings, and paying the required fees to said Department.
Optionee shall comply promptly with all requests or orders of said Department in order to secure the permit or permits for such construction and shall diligently make all neces- sary modifications, revisions or corrections required by said Department.
8. SECURITY.
8.1 Bond or Cash Deposit. .
(a) Optionee shall deposit with the City Clerk of
Optionor either a bond in an amount of not less than FIVE THOUSAND DOLLARS ($5,000.00), or the sum of FIVE THOUSAND DOLLARS ($5,000.00) cash, as a guarantee that Opticnee shall furnish, within the time and in the manner provided in
Article 7 of this Option to Lease, the Harbor Revier Board -7-
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with all plans, specifications, and designs, and cost
estimates thereof, called for under the provisions of
Article 7 of this Option to Lease. In addition, Optionee agrees to pay to Optionor a non-refundable fee for plan review by the Harbor Review Board in the amount of FIVE HUNDRED DOLLARS ($500.00) in advance upon execution of
this Option to Lease.
(b) Until such time as each and all requisite
plans, specifications, and designs, and cost estimates
thereof, called for under the provisions of Article 7 of this Option to Lease are furnished by Optionee to the
Harbor Review Board within the time and in the manner
prescribed in the aforementioned Article 1, the City Clerk of Optionor shall retain Optionee's bond or cash deposit; provided, however, that should Optionee elect to terminate this Option to Lease in accordance with the terms and
conditions of Article 7.2 of this Option to Lease, Optionor shall promptly return, in the manner prescribed by Article
8.1(d) hereof, the full amount of the bond or refund the cash on deposit to Optionee.
(c) If all such plans, specifications, and • designs,
and cost estimates thereof, as are called for under Article
7.2 of this Option to Lease are not furnished to the Harbor Review Board within the requested time or in the prescribed manner, and if in addition Optionee does not elect to
terminate this Option to Lease with Optionor according
to the provisions of Article 7.2 of this Option to Lease, then, in that event, Optionee shall be in default, said • bond or cash deposit shall be forfeited to Optionor immedi- ately as liquidated damages oving to the present of then inability to measure said damages, and this Option to Lease -8-
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may, at the election of Optionor, be terminated.
(d) Upon receipt of approval by the Harbor Review
Board of all the requisite plans, specifications, and
designs, and cost estimates thereof, pursuant to the pro- visions of Article 1 of this Option to Lease, the City Clerk of Optionor shall promptly return to Optionee the afore- mentioned bond or refund the aforementioned sum of cash.
8.2 Quitclaim Deed.
As further security for the performance of the
obligations of Optionee specified in this Option to Lease, Optionee shall, contemporaneously with the execution of this Option to Lease, execute and deliver to Optionor a quitclaim deed in substantially the same form as appears in Exhibit "D" hereto; which deed shall be held by Optionor in accord- ance with the terms of said deed."
9. ASSIGNMENT.
Optionee shall not assign this Option to Lease or
any interest herein without the written consent of Optionor first had and obtained. Any consent to one assignment shall - not be deemed to be a consent to any subsequent assignment.
Optionor shall act reasonably in granting its approval to assignments. Any assignment without such consent shall be void and shall, at the option of Optionor, be grounds for terminating this Option to Lease.
10. EXECUTION OF LEASE.
10.1 Conditions Precedent to Execution of Lease..
If Optionee and Optionor shall keep, perform and
observe each and all of the terms, covenants, conditions ~g-
6/2/72 HJS
and agreements of this Option to Lease required to be kept, performed and observed by the parties herein, in such event Optionee, within seven (7) days immediately following the date on which the requisite building permit or permits are all issued by the Building Department of Optionor permitting the construction of the improvements called for in Article 6 above, shall serve upon Optionor, in the manner provided in Article 15 herein, vritten notice of its intention to exercise the Option granted herein; provided, however, that prior to said notice, Optionee provides to Optionor evidence satis- factory to Optionor that adequate financing is available for the construction of the improvements called for under Article 6 above, and in the time and manner provided for in Article 7 above, and provided further that prior to said notice, Optionee provides to Optionor security for compliance with commencement, development, and completion of the improve- ments required to be constructed under Articie 7 of Exhibit "B" hereto, as called for in Article 10.2 hereof. Upon
receipt by Optionor of said notice and evidence of adequate financing for the construction of said improvements called for in Article 6 above, and the bonds required under Article
10.2 hereof, "Optionor and Optionee shall immediately execute a lease of the Premises in the form attached hereto as
Exhibit "B".
10.2 Security for Compliance with Commencement,
Development, and Completion of Construction
of Improvements on the Promises.
Within the time required and under the terns and
conditions of this Article 10, Optionee shall furnish, or cause to be furnished, to Optionor, as part of the consider- -10-
6/2/72 HJS
ation of this Option to Lease, a bond of a responsible
surety company licensed to do business in California, in an amount not less than 100% of the total cost of the
improvements required to be construcțed under Article 6 hereof. Said bond shall remain in effect until the entire cost of the work has been paid in full and the improvements shall have been insured as required under the Lease. Said bond shall state that it is for the purpose of securing the completion of the proposed construction, free of all claims and liens of contractors,..subcontractors, mechanics, laborers, and materialmen. Said bond shall state that the construction work shall be effected by Optionee, its general contractor, or in the event of defauit, by the surety. Said bond shall provide that in default of such completion and payment, such part of the amount of the bond as shall be required to complete the work shall be paid to Optionor as liquidated damages for the non-performarice of Optionee's agreements, it being agreed and understood that the exact amount of Optionor's damages is impractical to ascertain. In addition, said bond shail provide that the surety wili defend and indemnify Optionor against all loss, cost, damages, expense and liability arising out of or connected with the con- struction of said improvements.
11. TERMINATION OF OPTION.
This option shall, at the election of Optionor,
terminate and Optionee's rights hereunder shall be cancalled upon the happening of any of the following events:
(a) The expiration of the Option Term as provided
in Article 4 above, or
-11-
6/2/72 HJS
)
(b) The voluntary or involuntary assignment or
transfer of Optionee's interest in this Option to Lease without prior written consent of Optionor, or
(c) The filing of a voluntary or involuntary
petition in bankruptcy, or for reorganization, or for an arrangement by or against Optionee, if Optionee is a sole proprietor or corporation, or against any member of
Optionee, if Optionee is a partnership or joint venture, oF adjudication of Optionee as a bankrupt of insolvent, or appointment of a receiver of the business or of the assets of Optionee, except a receiver appointed at the instance • or request of Optionor, or a general assignment by Optionee, or an assignment for the benefit of its creditors.
) 12. DEFAULT. -
12.1 Optionor's Election.
In the event of the termination of this Option to
Lease, as provided in Article 11 above, oi in the event Optionee fails within ten (10) days after receipt of notice from Optionor to remedy any default, including, but not limited to, the failure of Optionee to remit the payment for option provided in Article 5 above, then, in addition to any other remedy Optionor may have by operation of law, Optionor shall have the right or the option, without
further demand or notice, to re-enter the Premises and
(i) declare this Option to Lease at an end, in which event all rights and options granted to Optionee hereunder shall cease and tarminate and (ii) immediately record the quit- claim deed deposited with Optionor pursuant to the pro- visions cí Article 8.2 abuve.
-12-
6/2/72 HJS
12.2 Optionor's Right to Cure Default.
In the event of Optionee's breach or default of any
term, covenant, or condition in this Option to Lease,
Optionor may, at any time without notice, cure such breach for the account of and at the expense of Optionee. If
Optionor at any time by reason of such breach or default is compelled to pay or elects to pay any sum of money or to do any act that will require the payment of any sum
of money or is compelled to incur any expense, including. reasonable attorneys' fees, in instituting, prosecuting, or defending any action or proceeding to enforce Optionor's rights under this Option to Lease, or otherwise, the sum or suns so paid and the expenses so incurred by Optionor, with all interest, costs, and damages shall be deemed to ) be additional amounts owing for the payment of this Option to Lease and shall be due from Optionee to Optionor on the first day of the month following the incurring of such
expenses.
12.3 Attorneys' Fees.
In the event of the bringing of any action by either
party hereto against the other by reason of the breach of any covenant or condition on the part of the other party or arising™ out of this Option to Lease, then and in that event, the party in whose favor final judgment shall be entered shall be entitled to recover from the other party reasonable attoreys' fees to be fixed by the court wherein suci judgment shall be entered.
12.4. Right to Legal and Enuitable Remedies.
In the event of a default or threatened default by
- 13-
6/2/72 HJS
Optionee of any terms, covenants, or conditions of this Option to Lease, Optionor shall have the right of injunction and the right to invoke any remedy allowed at law or in equity as if re-entry or other remedies were not herein provided for. Mention in this Option to Lease of any
particular remedy shall not preclude Optionor from any
other remedy, at law or in equity.
13. WAIVER OF BREACH.
The waiver by Optionor of any breach of any one or
"mote of the coverants, conditions, or agreements of this Option to Lease shall not be construed to be a waiver of any subsequent or other breach of said covenants, conditions; or agreements of this Option to Lease, or of any other
covenant, condition or agreement of this Option to Lease.
Nor shall any failure on the part of Optionor to require or exact full and complete compliance with any of the
covenants, conditions, or agreements of this Option to
Lease be construed as in any manner changing the terms
hereof or as to preclude Optionor from enforcing the full provisions hereof. Nor shall the terms of this Option to Lease be changed or altered in any manner whatsoever other than by written agreoment of Optionor ard Optionee.
14. COMPLIANCE WITH THE LAW.
(a) Optionee shall, in all activities on or in
connection with the Premises and in all uses thereof, abide by and conform to all rules and regulations prescribed by the City Charter of Optionor, any ordinances of said
Optionor, including, but not limited to, the Buiiding and -14-
8/23/72 HJS
Fire Codes of Optionor, and any applicable federal or state statutes or other municipal laws now in force or which may hereafter be in force; provided, however, Optionee shall have the right to test the constitutionality of any such ordinance, statute, or other law.
(b) The judgment of any court, of competent juris-
diction, or the admission of Optionee in any action or pro- ceeding against Optionee, whether Optionor is a party thereto or not, that Optionee has violated such ordinance, statute, or other law in the use of the Premises, shall be conclusive of the fact as between Optionor and Optionee.
15. NOTICES.
Any and all notices or demand by or from Optionor
to Optionee, or Optionee to Optionor, shall be in writing, and shall be served either personally or by registered or certified mail. If personally served, service shall be con- clusively deemed made at the time of service. If served by registered or certified mail, service shall be conclusively deemed made forty-eight (48) hours after the deposit thereon in the United States mail, postage prepaid, acdressed to the party to whom such notice or demand is to be given, as herein- after provided, and the issuance of the receipt thereof.
Any notice or demand to Optionos may be given unto it in care of the City Clerk of Optionor, City Hall, Redondo Beach, California 90277. Any notice or demand to Optionee may be given it at 3300 West Olive Avenue, Burbank, California 91505.
-25-
6/2/72 HJS
16. USE AND POSSESSION OF PREMISES DURING OPTION TERM.
During the Option erm, Optionor shall have the
right to the exclusive use and possession of the Premises; except that during the Option Term Optionee shall have the right to enter upon the Premises for the purposes of con- ducting such studies, surveys, tests and investigation as are necessary for the planning and design of the improve- ments called for in Article 6 hereinabove.
17. SUCCESSORS.
_Each and all of the terms, conditions and agreements
herein contained shall be binding upon and inuxe to the benefit of the heirs, executors, administrators, successors and assigns of any and all of the parties hereto; and all of the parties hereto shall be jointly and severally liable hereunder.
18. CAPTIONS.
The titles or headings of the Articles of this Option
to Lease are not a part of the Option to Lease, and shall have no effect upon the construction or interpretation of any part hereof.
• 19. TIME.
Time is of the essence of this Option to Lease.
20: GENDER AND NUMBER.
With respect to all words herein used, the masculine,
feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever the context so indicates.
-16-
8/23/72 HJS
21. SAVINGS CLAUSE.
In the event that any provision or provisions of
this Option to Lease is or are hereafter adjudged to be, for any reason, invalid or unenforceable, the remaining provisions of this Option to Lease shall continue to exist and remain in full force and effect.
IN WITNESS WHEREOF, the CITY OF REDONDO BEACH,
Optionor herein, has caused this Option to Lease to be
executed by its Mayor and City Clerk, first hereunto duly authorized, and the seal of said City to be affixed hereto, and Optionee has affixed its signature hereto, all the day and year first hereinabove written.
CITY OF REDONDO BEACH; a
chartered municipal corporation
By Will
By
City
OPTIONOR.
JACKBILT, a CaliFornia corporation
By L
Title ThEs.
OPTIONEE.
APPROVED
AS IO FORT:
Ity Attorney
-17-
:)
STATE OF CALIFORNIA
sS.
COUNTY OF LOS ANGELES)
on September 22,1972 before me, the
undersigned, a Notary Public in and for said County and state, personally appeared Willim F.Czulegß, known to
me to be the Mayor of the City of Redondo Beach, a chartered municipal corporation, and fred In Arnok _ known to
me to be the City Clerk of said City of Redondo Beach, the municipal corporation that executed the within and foregoing instrument, and known to me to be the persons who executed the within instrument on behalf of said municipal corporation and acknowledged to me that said municipal corporation executed the same.
WIINESS my hand and official seal.
OFFICIAL SEAL
VIRGINIA M. THOMAS Notary Public In and For said
NOTARY PUBLIC • CALIFORNIA County and State
PRINCIPAL OFFICE IN Virginia m. Thomas
LOS ANGELES COUNTY
My Commission Expires May 21, 1974
STATE OF CALIFORNIA
ss.
COUNTY OF LOS ANGELES
Septemtes 11972, before me, a
Notary Public, personally appeared Jobe D, Howied,
to me to be the PResident _ of the
coxporation that executed the within instrument, and
acknowledged to me that such corporation executed the
same.
OFFICIAL SEAL
NOTARY FUBLIC. CAL:FOMNIA! ANNABELLE ANTHONY Reparate le PRINCIPAL OFFICE IN Notary Public in and for sai
My Commission Expires SeptomDo: 24, 1973 LOS ANGELES COUNTY County and State )
LEGAL DESCRIPTION
EXHIBIT "A"
LEGAL DESCRIPTION
REDONDO BEACH LEASE AREA
PARCEL 4F.
That certain parcel of land in the City of Redondo Beach, County of Los Angeles, State of California, more particularly described as follows:
Beginning at a point on a Record of Survey "Control Line" as described in Book 78, Page 100 of Recora Of Surveys in the Office of the Recorder of said
County 19-57 33ed est 2 on sace 0f39.19 teet
to a point, said point being the intersection of
the centerlines of Hermosa Avenue and sixth Street
as shown on the map of Ocean Beach Subdivision
recorded in Map Book 2, Page 35 records cf said
County, thence South 24°-37'-24" East a distance
of 256.89 feet to a point, said point being the APPROCED Chirar a.n beginning point of a curve, a radial line through
said point bearing South 65°-22'-36" West,
thence
westerly a distance of 39.00 feet along said radial
line to a point, said point being the beginning PrON
point of a curve concave to the wortheast, having
a radius of 1,989.00 feet and a central angle of
05°-08'56" thence Southeasterly along the aro
of said curve a distance of 178.74 feet to the
end of said curve, thence tangent to said last-
mentioned curve South 29°-46!-20" East a distance
thence continuing South 29°-46'-20" East a distance of 349.27 feet to the True Point of Beginning; of 408.05 feet to a point, said point being the
beginning of a tangent curve concave to the south-
a radius of 2,795.68 feet and a central
the arc of said curve a distance of 19.43 feet , therce. Southeasterly along • to the end of said curve, thence South 60°-13'-40"
West a distance of 126.95 feet, thence North 29°-46'-20" West a distance of 155.00 feet, thence
South 60°-13'-40" West a distance of 118.00 feet,
thence North 29°-46'-20" West a distance of
feet, 4.52
thence South 73°-18'-24" lest a distance of
73..41 feet, thence North 27°-06'-42" West a distance
of 17.55 feet, thence North 15°-41'-36" West
a
distance oF 240:42 feet, thence North 50°-13:-40"
East a distance of 259.39 feet to the True Point
of Beginning:
Containing therein approzimately 97,951.82 square feet. :::
..
A V•E
HERMOS, CONTROL TING II
S1XTM
- 39.19'
STREET K.79 57.33 W.
H2, POINT
256.821 S.24 37'24 €. OF BEGINNING
39.00'
$:65° 22' 36" W.
BEG. CURVE
* 8g $.65° 22' 36"%
1. Nl.1989.00°
A.t-05 08'56"
' L! 178.741
§CALE
END CURVE
349.27' S.29•46' 20°E
N.50• 13'40" E.
259.39'
TRUE POINT OF
BEGINNING
136" -
421
N. 1G* 41 240
408.05'
1.55 N.27' CG' 42" W
• 118.00!
71.41' £60' 13' 40"W
$75• 18' 24 V.
NA K 5
4.62' 20" W.
H.20 4G 20 W. ,00-.
aGi 55
R= 2,795.G8'
A• 0°231 53"
i : 14.43'
OCEAN SEACH SUBDIVISION BEG. CUNVE
126.951
HAD BOOK 2, PIGE 35 S.GO TE 4011. TEND CURVE
RECORD DF SURVEY CITY OF
E CONTROL LINE" EODK T8, EIGE ioS REDONDO BEACH
PECORDS OF SURVEY
LEASE AREA
H ççr! î rro
LEASE
EXHIBIT "p"
DESIGN CRITERIA
EXHIBIT "C"
QUITCLAIM DEED
EXHIBIT "Y"
8/23/72
QUITCLAIM DEED
FOR VALUABLE CONSIDERATION, receipt of which is
hereby acknowledged, JACKBILI, INC, a California corpora- tion, hereby remises, releases and forever quitclaims to . the CITY OF REDONDO BEACH, a chartered municipal corpora- tion, all right, title and interest in and to those certain premises in the City of Redondo Beach, County of Los
Angeles, State of California, described as follows:
That certain parcel of land in the City of Redondo
Beach, County of Los Angeles, State of California, more particularly described as follows:
EXHIBIT "D", page I
LEGAL DESCRIPTION
REDONDO BEACH LEASE AREA
PARCEL 4F.
That certain parcel of land in the City of Redondo Beach, County of Los Angeles, State of California, more particularly described as follows:
• Beginning at a point on a Record of Survey "Control
Line" as described in Book 78, Page 100 of Record
of Surveys in the Office of the Recorder of said
county, designated as H-2 on: said line, thence
North 79°-57'-33" West a distance of 39.19 feet
to a point, said point being the intersection of
the centerlines of Hermosa Avenue anå Sixth Street
was shown on the map of Ocean Beach Subdivision
recorded in Mao Book 2, Page 35 records of said
County, thence South 24°-37'-24" East a distance APPROVED of 256.89 feet to a point, said point being the
beginning point of a curve,. a radial line through
said point bearing South 65°-22'-36" West, thence
Westerly a distance of 39.00 feet along said radial
line to a point, said point being the beginning RIPTION Halint. point of a curve concave to the Northeast, having
a radius of 1.989.00 feet and a central angle of
05°-08'-56" thence Southeasterly along the arc DESC
of said curve a distance of 178.74 feet to the
end of said curve; thence tangent to said last-
mentioned curve South 29°-46!-20" East a distance
of 349.27 feet to the True Point of Beginning; •
thence continuing South 29°-46'-20" East a distance
of 408.05 feet to a point, said point being the
beginning of a tangent curve concave to the south-
•west, having a radius of 2,795.68 feet and a centrai
angle of 00°-23'-53", thence. Southeasterly along
the arc of said curve a distance of 19.43 feet
• to the end of said curve, thence South 60°-13'-40"
est a distance of 126.95 feet, thence North
29°-46'-20" rest a distance of 155.00 feet, thence
South 60°-13'-40" West a distance of 118.00 feet,
thence North 29°-46'-20" West a distance of 4.62
feet, thence South 73°-18'-24" West a distance of
71.4] feet, thence North 27°-06'-42" West a distance
of 17.55 feet, thence North 16°-41'-36" West a
distance of 240:42 feet, thence North 60°-13:-40"
East a distance of 259.39 feet to the True Foint
of Beginning.
Containing therein approximately 97,951.82 square feet. * CONTROL
31XTH
39.19!
STREET N79 S7.33 W
$::.
H2, POINT
256.891 S.24 37 24°E OF BEGINNING
39.00°
$.65'22'36'W.
BES. CURVE
= S3 il. 1989.00' $.65' 22'36"4
10°
At.05' 08'56°
SCALE
END CURVE
349.27' S. 29*46 20"8.
N. 50• 13':40"_E.
259.39': TRUE POINT 0F
BEGINNING
16°41' 36" W. 240.42'
408.05' 5.29°46' 20" C.
1.55'
N.27' 06 42" VI.
118:00'
71.41' = 60° 13' 48"W
§.75' 18' 24° W.
4.62'
N. 29 46 20" W SE 20" W. 100-
r.
R: 2,795.68'
N.29° A: 0°23: 53"
L: 19.43'
OCCAN BEACH SUSDIVISION BEG. CURVE
126.251
KUl: SOOK 2, PAGE 35 S.60° 13' 40"W. END CURVE
RECORD OF SURVEY CITY OF
"CONTROL LINES SODE 73, PAGE iDO REDONDO BEACH
CECOROS OF SURVEY
LEASE AREA
PAPACI AF
8/23/72 HJS
to which JACKBILI, INC. was granted rights by the CITY OF REDONDO BEACH under an Option to Lease dated Sept.!!, 1972..
It is understood and agreed that this Quitclaim Deed
is executed, delivered and to be held by the CITY OF REDONDO BEACH in accordance with the terms of said Option to Lease and will be recorded only in the event that JACKBILT, INC. fails to comply with the terms of said Option to Lease.
Upon recording of this Quitclaim Deed, all rights of
JACKBILT, INC. under the said Option to Lease shall ter- minate and said Option to Lease shall no longer be of any force and effect.
In the event JACKBILI, INC. complies with all of.
those terms, conditions, covenants and agreements in said Option to Lease, the CITY OF REDONDO BEACH shall forthwith return this Quitclaim Deed without recordation to JACKBILT, INC.
DATED: Sept. 211716
JACKBILT INC., a
California corporatior
Le Stuck
By
Title ínés.
EXHIBIT "D", pare 4
STATE OF CALIFORNIA
ss.
COUNTY OF LOS ANGELES
On 100t 211590 before me, a
Notary Public, personally appeared oh Hampest
known to me to be the Fizasideal of the
corporation that executed the within instrument, and acknow- ledged to me that such corporation executed the same.
Chose
Notary Public in and for said
County and State.
.. . ....
OFFICIAL SEAL
ANNABELLE ANTHONY
* PUBLIC-CALIFORNIA
:..PAL OFFICE IN
aNS ASELES COUNTY
is on Expires Sepren:Der 24, 1973
PERCENTAGE RENT SCHEDULE
EXHIBIT "E!!
6/8/72 HJS
PERCENTAGE RENT SCHEDULE
Percentaze of Gross
Restaurant 3%
Bár 3%
Parking 30%
Off-sale Liquor 1-1/2% of the first
$325,000 gross sales
however,
centage rental for the
fixst year of the Lease
term shall be 1%.
Vending Machines 9%
EXHIBIT "="
PERMITTED USES
EXIBIT "'
6/8/72 HAS
PERMITTED_ USES
Restaurant
Bar
Parking
Off-sale Liquor
Vending Machines
EXHIBIT. "F"
IMPROVEMENTS TO BE CONSTRUCTED
None
EXHIBIT "G"
DESIGN CRITERTA
ЕХПІВІТ "#"
UTILITY MAP
EXHIBIT "I"
10AD C/P-
13286"
PARCEL C FTRAMSFORMER
"L.C.]_.
/137000 DRAIN 2-36 'STORM. ?-1" S.C.E. 7
OIL CO. . -.
SIGNAL ro.L. c.
-T. ½" SC.G.
-1" C.I.S.
DoLcia
TIME.T
L.o'ss.
DRIVE
3"55]
·1. 37,000
PARCE'
3 "SCG -. 12" CIS
1:'14.1--
3/
QUITCLAIM DEED
EXHIBIT "J"
LEGAL DESCRIPTION
REDONDO BEACH LEASE AREA
PARCEL 4F.
That certain parcel of land in the City of Redondo Beach, County of Los Angeles, State of California, more particularly described as follows:
Beginning at a point on a Record of Survey "Control
Line" as described in Book 78, Page 100 of Record
of Surveys in tne Office of the Recorder of said
county, designated as H-2 on: said line, thence
North 79°-57'-33" West a distance of 39.19 feet
to a point, said point being the intersection of
the centerlines of Hermosa Avenue and Sixth Street
as shown on the map of Ocean Beach Subdivision
recorded in MaD Book 2, Page 35 records of said
county, thence South 24°-37'-24" East a distance
of 256.89 feet to a point, said point being the
beginning point of a curve, a radial line through IPTION APPRODEO said point bearing South 65°-22'-36" West, thence
Westerly a distance of 39.00 feet along said radial
line to a point, said point being the beginning
point of a curve concave to the Northeast, having PESCRIPTION a radius of 1.939.00 feet and a central angle of
05°-08'-56" thence Southeasterly along the arc
of said curve a distance of 178.74 feet to the
end of said curve, thence tangent to said last-
mentioned curve South 29°-46!-20" East a distance
of 349.27 feet to the True Point of Beginning:
thence continuing South 29º-46'-20" East a distance
of 408.05 feet to a point, said point being the
beginning of a tangent curve concave to the South-
a radius of 2,795.68 feet and a central
the are of said curve a distance of 19.43 feet
• to the end of said curve, thence South 60°-13'-40"
West a distance of 126.95 feet, thence North
29°-46'-20" West a distance of 155.00 feet,
thence
South 60°-13'-40" west a distance of 118.00 feet,
thence North 29°-46'-20" West a distance of 4.62
feet, thence South 73°-18'-24" West a distance of
71.41 feet, thence North 27°-06'-42" West a distance
Of 17.55 feet, thence North 16°-41'-36" West a
distance of 240:42 feet, thence North 60°-13'-40"
East a distance of 259.39 feét to the True Point
of Beginning.
Containing therein approximately 97,951.82 square feet. !:
s.:
HERMOS • CONTROL
39.191
STREET iL78 57.33°
f:*
256.80' H2. POINT
S.24 37'24 € OF BEGINNINC
39.00'
$.65'22'36 W.
BEG. CURVE
R$ 1989.00 $.65 22 36"M
Ai.05 08 56°
6: 178.74'
SCALE
-END CURVE
549.27°
N. 50° 13:40" E.
259.39'.
TRLE POINT OF
BEGINNING
CI' 3GM à-
240
NY.
408.05' 5,29 40 20" E
П.551
N. 27° 06 42" W.
118.00' an
71.4l' [ 60° 13' 40"W
5.73' 18' 24° W.
4.62'
N.29 4G 20" W. ,00 -
N. 22° GB' 20" W. 155
R: 2,795.68'
A: 0•231 53"
L: 19.431
OCEAN BEACH SUBDIVISION BEG. CURVE
120.951
MAS BOOK 3, PAGO 35 $:G0° 13' 40"W. END CURVE
RECORD 0F SURVEY CITY OF
"CONTROL LINE" 3005 73, PACE i0o REDONDO BEACH
RECORDS SURVEY
LEASE AREA
8/23/72 HJS
to which JACKBILI, INC. was granted rights by the CITY OF • REDONDO BEACH under a Lease dated
It is understood and agreed that this Quitclaim
• Deed is executed and delivered, and is to be held by the CITY OF REDONDO BEACH in accordance with the terms of said Lease and will be recorded only in the event that JACKBILT, INC. fails to comply with the terms of said Lease. Upon recording of this Quitclaim Deed, all rights of JACKBILT, INC. under this Lease shall terminate and said Lease shall no longer be of any force or effect.
In the event JACKBILI, INC. conplies with all of
those terms, conditions, covenants and agreements in this Lease, the CITY OF REDONDO BEACH shall forthwith return this Quitclaim Deed without recordation to JACKBILT, INC.
DATED:
JACKBILT, INC., a
California corporation
By
Title
EXHIBIT "J", page 4
10/20/71 HJS
)
STATE OF CALIFORNIA
SS.
COUNTY OF LOS ANGELES)
On before me, a Notary
Public, personally appeared
known to me to be the person whose name is subscribed to the within instrument and acknowledged that he executed the same. •WITNESS my hand and official seal.
Notary Public in and for
said County and State.