8D
Date: May 20, 2025
To: Honorable Mayor and Members of the City Council
From: Aram Chaparyan, City Manager
By: Carlos Huizar, Management Associate | [email protected] Subject: City Manager – Adopt Categorical Exemption Under California Environmental Quality Act (CEQA) Section 15301, Adopt RESOLUTION Determining Certain City-Owned Property is Not Required for City Purposes and that Leasing the Property is in the Public Interest and Approve a Fourth Amendment to Amended and Restated Lease for City-owned Property at 3481 Airport Drive. Expenditure: None.
RECOMMENDATION
Recommendation of the City Manager that City Council:
1. Adopt a California Environmental Quality Act (CEQA) Categorical Exemption pursuant to Guideline Section 15301 (Existing Facilities) and 15303 (New Construction); and
2. Adopt a RESOLUTION determining certain City-owned property is not required for city purposes and that leasing the property is in the public interest; and
3. Approve a Fourth Amendment to Amended and Restated Lease (C2001-118) made by and between the City of Torrance, a municipal corporation, and Torrance Flite Park LLC, a California limited liability company, for City-owned property located at 3481 Airport Drive.
FUNDING
None required.
DISCUSSION
The City of Torrance and Torrance Flite Park, LLC entered into a Lease for City-owned property located at Torrance Municipal Airport/Zamperini Field in September 2001. Subsequent to that date an Amended and Restated Lease was adopted April 15, 2003 and a First Amendment to Amended and Restated Lease was adopted on October 26, 2004. The First Amendment to Lease adjusted some timelines due to negotiations with the City over the creation of a parking structure.
The structure was at the City’s request, but the transaction was not consummated, requiring an adjustment to the timeline.
The Second Amendment to Lease was approved on April 1, 2008 which reserved an easement for a City driveway and adjusted development timelines for the final phase of the Torrance Flite Park development located between the General Aviation Center to the west and the Robinson Helicopter facility to the east. The City-owned parcels included in this portion of their leasehold 1 City Council
May 20, 2025
1 5
0 are Parcels 12, 13, 14, 15 and a portion of Parcel 16. The size of this portion of the leasehold is 260,175 square feet or 5.97 acres.
Shortly thereafter, Torrance Flite Park had been in negotiations with Robinson Helicopter Company to sell a portion of leasehold area that includes their proposed final phase of development. A Third Amendment of Lease was approved on May 20, 2008 that severed the said parcels from the Torrance Flite Park lease to Robinson Helicopter.
Torrance Flite Park LLC has requested the City Council consider a Fourth Amendment to the Amended and Restated Lease, encompassing several key changes aimed at enhancing the site's functionality and supporting future developments. The amendment includes a lease extension of 14 years, which would modify the lease end date from November 16, 2042 to November 15, 2056.
Additionally, the amendment proposes allowing a new restaurant within the leased premises. Flite Park envisions completing a 2-story hangar addition at their easternmost portion of their leasehold, adjacent to the General Aviation Center (GAC), to bring forth a new restaurant venture.
To support the restaurant's development and provide adequate parking and ADA access, Flite Park has negotiated with the City with use of a portion of the General Aviation Center (GAC) property, to allow for expanded parking and improved access to the new restaurant. An access easement will be brought forth at a later date, once planning and design for the new restaurant and ancillary improvements are completed.
The lease amendment also includes a provision to permit non-aeronautical use for personal storage, limited to a maximum of 30 hangars within the Flite Park inventory. This provision caters to tenants needing storage space for personal belongings, offering them more flexibility while maintaining a primarily aeronautical focus for the premises.
Moreover, the lease amendment calls for transferring ownership and maintenance responsibilities of the pedestrian and vehicular security access points located within Flite Park’s leasehold to the City. This transfer is intended to ensure safe and secure access of the “back of gate” airport premises, facilitating better oversight and management.
Lastly, Flite Park has agreed to incorporate a Fair Market Valuation at least one year before the start of the extended lease term (November 16, 2042). This valuation will determine an appropriate adjustment to the Minimum Base Rent, ensuring the subject ground lease remains in line with current market conditions and provides a fair arrangement for both parties:
ENVIRONMENTAL FINDINGS
Pursuant to the California Environmental Quality Act (CEQA), the Fourth Amendment to Lease is exempt under CEQA (2025) Categorical Exemption 15301, Class 1 – Existing Facilities and 15303, Class 13 – New Construction. The subject request, the Fourth Amendment to Amended and Restated Lease, is the letting of property involving existing facilities with small expansion of use is planned.
ATTACHMENTS
1. Resolution for C2001-118
2. Fourth Amendment to Amended and Restated Lease (C2001-118)
3. Original Amended and Restated Lease and all Amendments 2 3
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T3 Attachment G
ND
This FIRST AMENDMENT To AMENDED AND RESTATED LEASE("Amendment") is entered into this 26th day of October , ZOO4, by and between the CITy OFTORRANCE, a California municipal corporation ("Ciry"), and îOnneNCE FLITE pARK, LLC, a California limited liability company (,,Lessee;').
REEITALS
A On or about April I ,2003, City and Lessee entered into that certain Amended andRestated Lease ("Original Lease"), which provides for City to lease to Lessee those certainportions of the Zamperini Field Torrance Mlnicipal Aiçort more particularly described therein as the "Leased Premises."
B. City and Lessee now desire to amend the Original Lease on the terms set forth inthis Amendment.
AGREEMENT
- Based upon the foregoing Recitals, which are incorporated herein by this reference, andfor good and valuable consideration, the receipt and suflìciency of which is háreby c) acknowledged by both parties, city and Lessee hereby agree as follows: Ì l ' Defined-Terms. Any capitalized terms contained in this Amendment which are anot defìned herein shall have the meaning given in the original Lease, unless expressly provided -.ato the contrary, I essee hereby agree that the effective date for :
el shall be the date of this Amendment and COParcel. In connection therewith, the second ginal Lease are hereby nrodified to read as
is voidable by Lessee prior to the Delivery
pections reveal any environmental condition
of such parcel to become economically
ise of the Option for rhe Option parcet shaÍl
shall be the Delivery Date for the Option
of this Amendment, Lessee conducted its
Parcel and Lessee does hereby approve and
l. The foregoing shall constitute Lessee's
f the Original Lease of Lessee's approval of
3. Lease for the s n, u,'d'fbll;.'ffi.Ët*i*'Ë.:iî:::i'lx with "Concept Plan A" or "Concept
h^Portion Option parcellras changed
'Concept Plan A" nor "Concept plan
n Parcel. Accordingly, the dates for the
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t lr
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satisfaction of the East Parcel conditions and the delivery of the East parcel need to be modified.in orderto effectuate these modifications, the original Láase is hereby modifìed as loilorvs:
a' East Parcel Conditions The defìnition of the term .,East parcelContingency Date" in Paragrapn I of ttre Original Lease is hereby deleted The reference to "paragraph 3B(2)" in paragraph 3 of the original Leaseis hereby modifìed ro read ,.paragraph :lit;.,, ro r r o w s :,,, n.
nollHlli.i
J; '"f 'è.i iff flî,-: :'J "l:: ï i ï :Parcel shall be contingent and conditionar upon the furconditions precedent rr¿ithin the prescr bed timå rimits (cor conditions"): (i) the East parcer rt'ort u: free and crear of anApril 30, 2006; provided, City shall (120) days after April 30, 2006 in whi
has. prior to April 30, 2006, commenc
tenant who remains in possession of the
this Paragraph 3.8.2, and the East parc
isfaction of the East parcel Condition set forth
rov
sr¡bmitted applications for all
Ci I of East parcel Required
Ea
building permits for the West
or
shall make timely
"t$ri.u,ion for all such
East Parcel conditions are not satisfred wiihin the time periods described above, eitherparty shall have the right to terminate this Lease as to the East parcel pursuant toParagraph 3c below. If the termination occurs as the result of Lessee,s failure to causeeither of the East Parcel conditions set forth jn.luur. iii¡ o, (iii) of this pÀragraph 3.8.2to be satisfied, Lessee will be subject to the $3 16,990 fee referred to in paragraph 5.A.,, b.
originar Lease
^å[,]l:i:"r;ffiff;ä;,ïË:î:1,:,:iJ,i:is herebv modi withstandinttrrã ro*eãi"Ë, Ë;. shat have terminate as to the.East Parcet and Lèssee shall pay to City the $3 16,990 fee referred to inParagraph 5.4 of this Lease." 538/062579-fi)6t
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4. Rent. The dates in the Original Lease for Lessee to commence paying Minimunr Basic Rent for the North Portion Option Parcel, the South Portion Option Parcel, and the East Parcel assume Lessee will develop the North Portion Option Parcel with "Concept Plan B" and the South Portion Option Parcel with either "Concept Plan A" or "Concept Plan C." Since the Option Parcel will not be developed rvith Concept Plans A B or C, the dates for Lessee to commence paying Minimum Basic Rent lor the Option Parcel and the Easl Parcel need to be modified, as lollows:
a. Option Parcel lvfinimum Basic Rent. Paragraphs 5.4 2 and 5.A.3 of the Original Lease are hereby modifìed to read as follorvs. "Commencing on the earlier of (i) June 1,2006, or (ii) the date of City's issuance of its first approval of a final inspection authorizing occupancy of an Option Parcel Required Improvement, Minimum Basic Rent shall be increased by the sum of $2,410 per month f2.41 acres Option Parcel x $1,000].
In the event Lessee does not complete, to the City's satisfàction, the Option Parcel Required Improvements prior to May 31,2006, then commencing on June l, 2006, the Minimum Basic Rent shall be further increased on that date by the sum of $1,205 per month 12.41 acres Option Parcel x $1,000 x .5] (for a total of $3,615 per month)." b. East Parcel Minimum Basic Rent. Paragraphs 5.4.a(a) and (b) of the Original Lease are hereby modified to read as follows: "Commencing on the earlier of (i) August l, 2008, or (ii) the date construction of the first hangar in the West Portion/Phase I is completed as evidenced by City's issuance of its approval of a final inspection authorizing occupancy of said hangar, Minimum Basic Rent shall be increased by the sum of $5,980 per month [5.98 acres East Parcel x $1,000]. If the East Parcel Conditions set forth in Paragraph 3 B.l are satisfied and Lessee takes possession of the East'Parcel, but then fails to complete construction of the West PortionlPhase I pursuant to Paragraph
10.8.2, then commencing on October 1,2008, Minimum'Basic Rent shall be fu.rther increased by the sum of $2,345 per month [4.69 acres West PortionlPhase I x $1,000 x .5]. If the East Parcel Conditions set forth in Paragraph 3.8.1 are satisfied and Lessee ancl takes possession of the East Parcel, but then fails to conrplete construction of the East PortionÆhase 2 pursuant to Paragraph 10.8.2, then commencing on April 1,20.11, Minimum Basic Rent shall be further increased by the sum of $6f 5 per month [.29 acres East Portion/Phase 2 x $1,000 x .5]. In the event the East Parcel Conditions are,not satisfied and the failure is caused by Lessee or in the ev,ent the East Parcel Conditions are satisfied but Lessee notifies City that Lessee is not taking possession of the East Parcel pursuant to Paragraph 4 of this Lease, then on orbefore May l, 2007, Lessee shall pay a one-time fee to City in the amount of $316,990."
5. Use of Leased Premises and Required Improvements. Some of the permitted uses and Required Improvements on the Option Parcel and the East Parcel have changed since the Original Lease was entered into. In addition, Agency has agreed to modify the construction schedule to commence and complete the Option Parcel Required Inrprovements and the East Parcel Required Improvements. In order to effectuate these modifications, the Original Lease is hereby modified as follorvs:
a. East Parcel Required Improvements. The definition of the term "East Parcel Required Improvements" in Paragraph I of the Original Lease is hereby amended 15 538/0ó2-i79-006t
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to read as follows: "East Parcel Required Improvements shall mean the improvements to be constructed and installed by Lessee on the East Parcel that are described in Exhibit"F" frevised) aftached as Attachment No. I to the First Amendment to Lease. Lessee acknowledges that the East Parcel Required Improvements are subject to City's normal public review process and that nothing herein is intended ro resrri;t City's éxercise of discretion rvith respect thereto Lessee further acknorvledges that the deicription of the East Parcel Required Improvements in Exhibit "F" (reviseã) is conceptual in nature and that the actual sizes, heights, and locations of all buildings, number otbuildings, building elevations and setbacks, construction materials and colois, and similar design criteria foi the East Parcel Required Improvements approved by City may not be the ,or. u, ,"vhat is described in Exhibit "F" (revised) and, in the event of any inconsistency between the description in Exhibit "F" (revised) and the plans approved by City, the plans approved by City shall govern and the East Parcel R quired lmprovements shall be as set forth in the approved plans."
The description of the West Parcel and East Parcel Required Improvements attached to the Original Lease as Exhibit "F" is hereby replaced with"Exhibit F (revised)" attached to thil Amendment as Attachment No. I All references in the Original Lease to Exhibit "F" shall be deemed to refer to "Exhibit F (revised)" attached to this Amendment as Attachment No. l.
b. The definition of the term"Option Parcel i of the Original Lease is herebyamended to read as follows: "Option Par d Improvements shall mean theimprovements to be constructed and installed.by Lessee on the Option parcel that are depicted on the Option Parcel Conceptual Site Pian attached as Exhibit "G" (revised) totheFirstAmendmenttoLease.Lesseeacknowledgesthattt'"@.a Improvements âre subject to City's normal public ,"ui.ru process and that nothing hereinis intended to restrict City's exercise of diicretion rvith iespect thereto. Lessee further acknor'vledges that the Option Parcel Conceptual Site Plan is conceptual in nature and that the actual sizes, heights, and locations of all buildings, nunrber of buildings, buildingelevations and setbacks, construction materiats and colois, and similar aesig;riteria forthe Option Parcel Required Improvements approved by Ciiy may not be the-same as whatis depicted in the Option Parcel Concepiual Site Plan and, in the event of any inconsistency between what is depicted on the Option Parcel Conceptual Site plan and lhe plans approved by City, the plans approved by City shall govérn and the Option Parcel Required Improvements shall be as set forth in the ãpproveã plans." The description of the Option parcel Requir
the Original Lease as Exhibit "G" is hereby replaced wiih ,. to this Amendment as Attachment No. l. All ieferences in "G", Exhibit G-l or Exhibit G-2 shall be deemed to refer to "Exhibit G (revised),' attached to this Amendment as Attachment No. 2.
. Paragraphs 2.C.2 and 2.C.3 of the Original Lease are hereby modified toread: "Lessee shall comntence and complete construðtion of the Option parcel Required 53 8,(16:-1 79-0r)6 I
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Improvements on the Option Parcel pursuant to the schedule described in Paragraph
10.8.2."
c. Construction Schedule. Agency has agreed to modify the construction schedule to commence and complete the Required Improvements for the East Parcel and the Option Parcet. Paragraph l0 8.2 of the Original Lease is hereby amended to read as follows: "subject to Paragraph 10.C.2.(c), Lessee shall commence and complete construction of the Required Improvements no later than the times set forth below:
*As depicted on Attachment No. 2 of the First Amendment to Lease (Exhibit "G" (revised)). +*As depicted in Attachment No. I of the First Amendment to Lease (Exhibit "F" (revised)). d. Restaurant Use a Permitted on East Parcel. The last paragraph of the subsection under the heading "Initial Leased Premises" in Paragraph 9.4 of the Original Lease that begins with the words "A¡y use not specifically . .. " is hereby replaced with the following language: "In addition to the WestÆast Parcel Aeronautical Uses set forth above, Lessee may utilize a portion of the East Parcel for the construction and operation of a restaurant that is no greater than 3,000 square feet total. Any use not specifically listed in this Paragraph as a WestÆast Paroel Aeronautical Use or the restaurant use referred to in the preceding sentence requires the prior written consent of the City Council, which consent may be granted or withheld in the City Council's sole and absolute discretion." The reference to the 3,000 square foot restaurant in Paragraph 9.4 of the Original Lease under the permitted uses for the Option Parcel is hereby deleted.
6. Term. City and Lessee desire to modify the term of the Original Lease. The reference to "June 30, 2039" in the first sentence of Paragraph 3.4 of the Original Lease is hereby amended to read "March 31,204L" The first sentence of Paragraph 3.4 shall then read "The term of this Lease shall commence on the Commencement Date and shall continue until..the earlier of (i) the date that is thirty (30) Lease Years from and after the date that City issues its last certificate of occupancy for the East ParcelRequired Improvements, or (ii) March 31,2041," 538/062579-006t
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Parcel Construction Com m encemen t Construction Com pletion West Parcel Within 8 months after Delivery Date of
West Parcel
June 30, 2003 (completed)
Option
Parcel*
June 30, 2005 May 31,.2006
East Parcel,
West Portion/
Phase 1f*
December 31, 2007 September 30, 2008
East Parcel,
East Portion/
Phase 2*'*
March 31, 2010 March 3l,20ll
-5-
137
18 . Except as expressly set forth in this
s of the Original Lease shall remain in full force
isions of this Amendment and the provisions of
ment shall control.
S Execution and Counterparrs. This Amendment may be executed in severalcounterparts, and all so executed shall co.nstitute one agreement binding on both parties hereto,notwithstanding that both parties are not signatories to tñ. original or thJsame counterpart [signatures on next page]
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L9
IN WITNESS WHEREOF, City and Lessee have entered into this Amendment as of the date fìrst rvritten above.
..CITY'
CITY OF TO CE,
a Califo cr corporatron
By
Mayor
A ST
City Clerk
APPROVED AS TO FORM
JO III CITY ATTORNEY
Ron Pohl, Assistant City Attorney
..LESSEE''
TORRAN FLITE PARK, LLC
a Cali limited li itiry
By
Ma
By
lph Martin
Member
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20 ATTACHMENT NO. I
EXHIBIT "F" lrevised)
CEL IMP
GENERAL DESCRTPTION
The TFP plan is to create a development accommodating a series of FBO operations, aviation-related office facilities, a series of modem technology aircraft storage hangars TFP's plan of development anticipates construction involvi ng 2 parcels catled West parcel and East Parcel The development proposed for each parcel is diagrammed in illustrative plans and a block-out or building "footprint" plans in Exhibit F.
HANGAR ML\
TFP's plan is to develop and operate three types of hangars:
Hangar T)'pe I is the so-called "nested" T hangår, offering conveniences such as powered doors, nrnning water and lavatories. The TFP plan anticipates a quantity of forty-five Type I hangars, or 460/o of the total proposed mix. Expected aircraft for those Type I hangars include most smaller light aircraft, high performance singte engine and most light twin aircraft; this list includes Beechcraft Conanzas and Barons, Cessna 210 and 310 series piper Cherokee, and Senecas, etc. These hangars will accommodate a 40' wingspan and will contain approximately 1,300 s.f of floor area.
Hangar Type 2 is a medium size hangar, measuring approximat ely 44' x 40'; it is rectangular in shape, accommodating power doors, support storage and lavatories. Type Z hangars will accommodate Beechcraft Duke, Cessna 340 and 400 serios, piper Navajo, and other 518/062579-006 I
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executive aircraft TFP proposes approximately fwenty-eight of Type 2 hangars, representing 29% of the proposed mix.
Hangar T-vpe 3 is a specialty type hangar whose purpose is trvo-fold:
a Multi-aircraft storage of larger executive aircraft
b. Potential FBO, sales, storage, and maintenanc€ facilities These hangars vary in size depending on their adaptability for FBO purposes, ranging up to9,000squarefeet. TheTFPplananticipatesapproximately20 Type3 hangars, or2l%o ofthe proposed mix.
\ryEST PARCEL DEYELOPMENT
The West Parcel is planned to accommodate FBO operations and thirty-six hangars supported by adequate auto parking and featuring a significant landscaped open space element.
The diagram on the following pages illustrates the proposed West Parcel program r.vhich emphasizes open space, landscaping and low profile business ofliceÆBO facilities near the intersection of Madison Street and Airport Driv
Approximately 6,600 square feet of floor space is anticipated for FBO activity, while the thirty-six hangar space inventory is planned for four executive FBO hangars (Type 3), 20 Type 2 and 12 Type I hangars. As with all proposed hangars, TF? proposes these as steel structures clad with steel panels and internally furnished with drywall, fire retardant surfaces.
The prototype building design for the FBO facilities is the same flex-space anticipated for the West Parcel and the East Parcel one or two story structures. This particular design approach allows forthe creation of many "corneC'offices and workspaces to accommodate the variety of activities that fit under the broader interpretation of "FBO". 538/06579-00ót
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22 EAST PARCE L DEVELOPMENT
The East Parcel construction program is planned to accomrnodate a series of FBO operations in one FBO lacility and fifty-three hangars This step is anticipated to allor.v the return of full service activity of the current FBO's which may have been displaced temporarily by the construction of the earlier phases, as well as otheroperators to be solicited by TFp The East Parcel development contemplates the following mix of hangars:
Type Tl Approximately 33 representin g 62% of East Parcel hangars TypeT2 Approximately 8 representing l5% of East Parcel hangars Type T3 Approximately 12 representing23% of East Parcel hangars East Parcel is anticipated to be constructed in two phases:
Phase I (West Portion) - consisting of 28 hangars
Phase 2 (East Portion) - consisting of 25 hangars
The East Parcel FBO building of approximate.ly 10,000 square feet is anticipated to be constructed during Phase 2 unless demand suggests a start of construction during phase l. The East Parcel is also proposed to accommodate one underground aviation fuel storage facility. In addition the TFP plan proposes a restaurant to be located in the FBO building proposed for the East Parcel.
WEST AND EAST PARCEL FBO BUILDING DESIGN
TFP is exploring the following method of construction for these facilities: Conventional wood frame with stucco wall fìnish and tile roofs.
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23 APPROVALS
With respect to all buildings proposed for the East and West parcels; building elevations, material, colors and landscaping are subject to approval of the City's Community Development Director
-rl8/0635 79-0061
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24 ATTACHMENT NO. 2
EXHIBIT "G" (revised)
OPTION P RCEL CONCEPTLIAI, SITE PLAN
IAttached]
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EARH,{RT APRON
GÂC
ARCtrrlECls. FL^NNERS
o a
l\)UI
I
AIRFORT DRI!'E
CONCEPT PIj}T AUGUST ?3, 2W
COFTR¡GTTT E8!' RNM
^RC}IITECTS ''I.^I{NERS
TORRA}{CE FLITE PARK PHASE tr
)
P^RKTNG (16 SPACES)
f'.
145
27 Attachment D
AMENDED AND RESTATED LEASE
by and between
CITY OF TORRANCE
a California municipal corporation
and
TORRANCE FLITE PARK, LLC
a California limited liability company
DISCLAIIIER: Tl¡csubmisslonofthKl.coseforc¡alnln¡tionorlhcucgotlâtionol'lhctr¡ns¡ctionsdescrll¡crlhcrcindocsnotconstirutc al¡ offcr b.v City' nnd this Lcasc rloes ngl constitute a binrling cor¡tr¡ct urilcss ¡nd unt¡l cxccutcd by City and Lesscc.
Ç)
ñ)
O
O
-¡t
@
I ; r)
Finrl Flitc Pa¡k A¡r¡en¡tcd ¡ud Rcstatcd Lcrsc 4-14-Ol
AL
146
28 TABLE OF CONTENTS
I. DEFINITIONS
LEASE OF LEASED PREMISES ..
A. Leased Premises
B. Condition of Leased Premises.
C. Option to Lease Option Parcel.
TERM; CONDITIONS PRECEDENT
A. Term,.
B. Conditions Precedent
1. East Parcel Co¡lclitions. ....
C. Termination................
POSSESSION; DELIVEIìY DATE
I\{INIMUM BASIC RENT......,.
A. Minimum Basic Re¡rt..,....
B. Cost of Livi Adiustnlent.
PERCENTAGE RENT,............ .
A. Percentaqe Rent Parmrent
B. Percentaeè of Adiusted Gross Receipts.
C. Time Payable
D. Report Payn'rent and Audjt
E. Certain Defrnitions
PAYMENT OF RENT; LATE CIIARGE......
A. Place of Pavment
B. Late Charge
C, Interest......
8 TAXES, ASSESSI\{ENTS, UTILITY CHARGES, AND ADDITIONALRENT Net Lease..
Payment of Taxes
Payment of Assessments.
Ad Valorem Taxes
Utilities.....
Additional Rent
USE OF LEASED PR.EMISES...........
A. Pernritted Use
l. Initial Leased premises. .
2. Option Parcel
Page
2. 3
.2
.4
.4
.4
.5
.7
7 7
7 8
8 4.
5. .9
,9
ll
6. 7 t4
t4
l4
15 A.
B.
C.
D.
E.
F.
9 .t6
.16
.16
.17
I
147
29 Use Restrictions..
Covenant to Operate
Compliance With Law
Compliance rvith Environmental Laws......,...
Compliance rvith the Torrance Municipal Alrporl Code and Noise Abatement Programs or Ordinance.. ..............
FAA Provisions..........
No Interference With Air Navieation
City Reservations
IO. ALTERATIONS ANDIMPROVEMENTS,.....
A. City Improvements
B. Lessee Improvements
1, Constmction Oblieation
2. Commencement and Completion of Construction.
C. General Construction Requirements
1. SitePreparation:..,..............
2. Construction................
Site Plans..
Buildine Permits and Parcel Map
Force Maieure
FAA Filine
Interference r,vi th Aircraft.
Performance Guarantv.. .,.
Propertv of Lessee
No Parcelization...............
Utility Installations.
Value and [Jtilitv.
V/orkmanlike Manner.
11. MAINTENANCE AND REPAIRS........,,..
A. Lessee's Duty to Maintain
B. Periodic Paintine/Cleanins
12. SURRENDER.
Structures.
Removal..
Movable Structures..
Personal Propefty
Lishtine. Etc
13. INDEMNITY.,
14, INSURANCE
B
C
D
E
F.
G
H
I.
.... .. . . .. ..., l 8
.............. I 8
.............. I 8
,............. I 8
Page
.19
,l9
.20
.21
22 (a)
(b)
(c)
(d)
(e)
(0
(g)
(h)
(i)
(')
(k)
Liens.D
.26
.26
.26
A.
B.
C.
D.
E.
28 .................29
.................30A.
-ll -
148
30 Improvements
Fire Insurance
Workers Comepnsation.........
Carrier Ratine
Evidence of Insurance
Cancellation
Lessee's Failure to Maintain..
Periodic Increases.
15. CASUALTY DAMAGES
l. Prohibition
2, Permitted Subleases. .....
3. AffiliateTra¡rsfers........,
4. Notice..
5. Tiniine..
Vestine.
Voidabilitv
Nondisturbance and Attornment
Encumbrances by Citv
LEASEHOLD MORTGAGES .........
A. Risht to Hypothecate
B. Notice to Morteagee of Default
C. No Subordination..
D. Consent to Surrender
E No Mer&er
F. Estoppel Certificates.....
DEFAULT AND REi\{EDIES
A. Defaults..
B. Receipt of Rent Not Waiver of Default
C. Failure to Enforce Covenant Not Invalidation..
D. Receipt of Post-Termination Rent Not Reinstatement..
19. RIGHT OF ACCESS,.
QUIET ENJOYMENT
CONDEMNATION ..,..
20. 21.
FAIR MARKET VÄLUE
A. Fair Market Value Defined
B,
C.
D.
E.
F.
G,
H.
I.
',.,.'.29
.......29
'..,,..29
......30
......30
......30
......3 0
.....30
Page
30 r6.
17. 18.
B
C
D
E.
B.
C.
37 37
31 38
38 39
39 )')
-llt-
149
23. 24.
25. 26.
3l
JUDICIAL REFERENCE........
AUTHORrTY..,,........
A. CitvRepresentations...
B. Lessee Representations
NOTICES
A. Noti.r, to Ciiu. ,.
B. Notices to Lessee
C. Effectiveness.,....
GENERAL PROVISIONS
A, Remedies Cumulative
B. Amendments and Modifications
C. Litigation Expenses
D. Time,.
E. Headines.,
F. Successors in Interest
G. Waivers..
H. Gender and Number
I. Memorandum of Lease
J. No Brokers
K. Good Faith and Reasonableness
L. Governinq Larv: Venue
M. Execution in Counterpart
N. Approvals B_v Citv Govenu¡ent Functions,
Page
.39
40 40
40 42
.42
.42
.42
.43
.43
.43
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Quitclaim Deed
Legal Description of West Parcel
Legal Description of East Parcel
Legal Description of Option Parcel
Site Map
West Parcel and East Parcel Required lmprovements
Option Parcel Required Improvements
-iv-
150
32 On September 19, 2001, the CITY OF TORRANCE, a Califomia municipal corporation ("City"¡, and TORRANCE FLITE PARK, LLC, a California limited tiaUitity company ("Lessee"), executed that certain real property Lease regarding development of land ai thL Zamperini Field Tonance Municipal Airport ("Lease").
'Pursuant to Section 26.8 of that Lease, the parties reserved the porver to amend and nrodify the Lease provided that such amendment and modifìcation has been (i) approved by the City Council and set forth in a rvritten instrument, expressly purporting to amend the Llase, execttted by the City Manager or his or her designee or the Mayor for the City; (ii) executed by Lessee; and (iii) approved in writing by any Approved Leasehold Mortgagee.
The parties now wish to amend and modify certain provisions of the Lease. As such, tþe parties liereby amend, modify, and entirely restate the Lease as follows:
AMENDED AND RESTATED LEASE
THIS AMENDED AND REST'ATED LEASE ("Lease") is made and entered into this I't day of April, 2003 ("Effective Date"), by and between the CITY OF TORRANCE, a California mtrnicipal corporation ("City";, and 'IORRANCE FLITE PARK, LLC, a California limited liability company ("Lessee").
RECITALS:
A. City is the or.vner of Zarlperini Field Torrance Municipal Airport (the "Airport") and operates the same for the promotion, accommodation, and development of air commerce and transportatioti. The Airport is located in the City of Torrance, County of Los Ahgeles, State of Califomia, and its boundaries are more particularly described in that certain Quitclaim Deed executed by tlie United States of America, dated March 5, 1948, and recorded on May 13, 1948, in Book 27145, Page 362, of Official Records in the Office of the County Recorder of Los Angeles (the "Quitclaim Deed"), a copy of which is attached hereto as Exhibit "A." The City is authorized to enter into this Lease pnrsuant to Exhibit A and the subsequent Quitclairn Deed dated March 22, 1956 recorded in Book 52630 Page 135, Los Angeles County Recorder's Office, the United States of America released, with certain exceptions, the Airport from the conditions, reservations and restrictions of the Quitclaim Deed.
B. City desires to lease to Lessee and Lessee desires to lease from City that portion of the Airport consisting of approximately 4.33 acres of land area, more particularly described in the legal description attached hereto as Exhibit "B" and depicted on the site map attachecl hereto as Exhibit "E" (the "West Parcel") and that portion of the Airport consisting of approximately
5.98 acres of land area, more particularly described in the legal description attached hereto as Exliibit "C" and depicted on the site map attached hereto as Exhibit "E" (the "East Parcel"). The West Parcel and the East Parcel are collectively referred to herein as the "Leased Premises." C. City desires to grant to Lessee an option to lease from City that portion of the Airport consisting of approximalely 2.41 acres of land area, more particularly described in the legal description attached hereto as Exhibit "D" and depicted on the site map attached hereto as Exhibit "E" (the "Option Parcel"), on the terms and conditions set forth in this Lease. If Lessee 151
I
33 exercises the option to lease from City the Option Parcel, upon the Delivery Date of the Option Parcel, the term "Leased Premises" shall be deemed to include the Option Parcel.
D. The Leased Premises are being leased pursuant to the authority contained in Section 37380 of the Government Code of the State of California, amended by statutes 1983 and Section 37395 of said Code, added by statutes of 1954 (West's Annotated California Codes) and pursuant to the powers conferred on the City by the provisions of Article I I of the Constitution of the State of California.
COVENANTS
NOW, THEREFORE, IN CONSIDERATION OF THE PROMISES AND OF THE
MUTUAL COVENANTS HEREIN CONTAINED, CITY AND LESSEE HEREBY AGREE AS FOLLOWS:
DEFINITIONS
The follolv terms when used in this Lease shall have the meanings set forth below:
The temr "Additional Rent" shall have the nreaning ascribed in Paragraph 8F of this Lease.
The term "Airpod" shall nlean the Zanrperini Field Torrance Municipal Airport located rvithin the City of Tonance, County of Los Angeles, State of California.
The tenn "Commencement Date" shall mean the date that is the Delivery Date for the West Parcel, which is December 26,2001.
The term "Delivery Date" shall rnean the date on rvhich possession of a Parcel is delivered to Lessee pursuant to Paragraph 4 of this Lease.
The temr "East Parcel" shall mean that certain real property consisting of approximately
5.98 acres of land area located within tlie Airport, more particularly described in the legal description attached hereto as Exhibit "C" and depicted on the site map attached hereto as Exhibit "E".
The term "East Parcel Conditions" shall have the meaning ascribed in Paragraph 3B(2) of this Lease.
The term "East Parcel Contingency Date" shall mean either (i) September 30, 2005, in the event Lessee exercises the Option to lease the South Portion Option Parcel to develop "Concept Plan A" as depicted in Exhibit "G-l" of this Lease; or (ii) April 30, 2005, in the event Lessee exercises the Option to lease the South Portion Option Parcel to develop "Concept Plan C" as depicted in Exhibit "G-2" of this Lease, or if Lessee fails to exercise any Option to lease the South Porlion Option Parcel for any reason, as more fully explained in Paragraplis 3B(2) and 5A(4) of this Lease.
The term "East Parcel Requirecl Improvements" shall mean the improvements to be constnrcted and installed by Lessee on the East Parcel that are described in Exhibit "F" of this Lease.
2 152
34 The term "Effective Date" shall mean the date on which both Lessee and City have executed this Lease, which date shall be inserted into the preamble to this Lease, The term "FAA" shall mean the Federal Aviation Administration.
The term "lnitial Leased Premises" collectively refers to the West Parcel and the East Parcel. The Option Parcel is not a part of the Initial Leased Premises.
The term "Lease Year" shall have the meaning ascribed in Paragraph 3A of this Lease.
The term "Leased Premises" collectively refers to the West Parcel and the East Parcel and, if Lessee exercises the Option, upon the Delivery Date of the Option Parcel, the Option Parcel.
The term "Minimum Basic Rent" shall mean the minimum rent to be paid by Lessee to City, subject to adjustments as provided in Paragraph 5.
The term "Notice of Possession" shall mean the written notice delivered by City to Lessee tendering possession of a Parcel, âs nrore fully explained in Paragraph 4 of this Lease.
The term "North Portion Option Parcel" shall mean that certain real properly within the OptionParcel consistingofapproxirrrately l.lTacresof landareaasdepictedonExhibit"Gl"to this Lease. Cumently there is no recorded property line to legally bifurcate the Option Parcel, yet provisions for obtaining such are described in Paragraph2.C, The tenn "Option" shall mean the optiori granted by City to Lessee to lease the Option Parcel.
The term "Option Parcel" shall mean that certain real property inclusive of tlie "North Porlion Option Parcel" and "South Portion Option Parcel," consisting aggregately of approximately 2.41acres of land area located rvithin the Airport and more particularly described in the legal description attaclied hereto as Exhibit "D" and depicted on the site map attached hereto as Exhibit "E."
The tenl "Option Parcel Aeronautical Uses" shall have the rneaning ascribed in Paraglaph 9A(2) of this Lease.
The tenn "Option Parcel Required Improvements" shall mean the improvements, as applicable pursuant to Paragraph2.C, to be constnrcted and installed by Lessee on the Option Parcel that are described in Exhibits "Gl" ând "G2" of this Lease.
The term "Option Period" shallmean the applicable period, as defined in Paragraph2.C.l of this Lease, during rvhich Lessee has the right to exercise the Option to lease the North Portion Option Parcel and/or the South Portion Option Parcel.
The term "Parcel" shall individually refer to the West Parcel, the East Parcel or the Option Parcel.
The term "Parking Stntcture Development Criteria" shall mean City's proposed South Portion Option Parcel parking structure site plan schematic drawings specifying square footage, number of floors, method of ingress and egress, and minimum construction requirements, if any. 3 153
35 The term "Percentage Rent" shall have the meaning ascribed in Paragraph 6 of this Lease.
The term "Rent Commeñcement Date" shall mean the date that Lessee's obligation to pay Minimum Basic Rent commenced, The Rent Commencement Date is the earlier of (i) the date that is th¡ee hundred sixty frve (365) days after the Commencement Date, which is December 26, 2002; or (ii) the date City issues its cerlificate of occupancy for the rffest Parcel Required Improvements.
The ten¡ "Required Improvements" collectively refers to the "East Parcel Required lmprovements," the West Parcel Required Improvements, and the Option Parcel Required Inrprovements.
The term "South Portion Option Parcel" shall mean that certain real property rvitlrin the Option Parcel consisting of approximately 1.24 acres of land area as depicted on Exhibit'1G1" to this Lease. Cunently there is no recorded property line to legally bifurcate the Option Parcel, yet provisions for obtaining such are described in Paragraph 2.C, The term "structures" shall mean all existing vertical ancl other improvements, including but not limited to, buildings, fences, floor slabs and paving.
The term "West/East Parcel Aeronautical Uses" shall have the meaning ascribed in Paragraph 9A(l) of this Lease.
The term "West Parcel" shall mean that certain real property consisting of approximately
4.33 acres of land area located within the Airport, more particularly described in the legal description attached hereto as Exhibit "8" and depicted on the site map attached hereto as Exhibit "E".
The term "'West Parcel Conditions" shall have the meaning ascribed in Paragraph 3B(l) of this Lease.
The term "West Parcel Required Improvements" shall mean the improvements to be constnrcted and installed by Lessee on the West Parcel that are described in Exhibit "F" of this Lease.
2. LEASE OF LEASED PREMISES
A. Leased Frenrises. For and in consideration of the rents, covenants and conditions herein contained, effective upon the Delivery Date for each Parcel, City does hereby lease to Lessee and Lessee does hereby lease from City the Parcels comprising the Leased Premises.
B. Condition of Leased Premises. The Leased Premises are leased to Lessee and Lessee hereby accepts the Leased Premises in "AS-lS" and "WHERE-IS" condition, without any representations or warranties by City or City's agents, and subject to all applicable zoning, municipal, county, state and federal laws, ordinances and regulations governing and regulating the Leased Premises, including, without limitation, the City of Torrance Municipal Code, and all covenants, conditions and restrictions of record, and accepts this Lease subject thereto and to all matters disclosed hereby. Subject to the following, Lessee acknorvledges that it has conducted such reviews and inspections as it has deemed necessary to satisfy itself regarding all aspects of the condition of the Leased Premises, including, without limitation, the condition of title of the Leased Premises, applicable zoning and other laws, the presence of Hazardous Materials (as clefined in Paragraph 9E), the physical condition of the Leased Prenrises, the suitability of the 4 154
36 Leased Premises for the uses to which Lessee intends and/or the suitability of Lessee's plans for construction and the anticipated conduct of its business. There are currently tenants in possession of the East Parcel and, as of the Effective Date, Lessee has not conducted its inspections of the physical condition of the East Parcel, Within sixty (60) days of the satisfaction of the East Parcel Conditions described in clause (i) of Paragraph 3B(Z) of this Lease, Lessee shall notify City in writing of its approval or disapproval of its inspections of the physical condition of the East Parcel. Lessee's inspections shall be conducted only upon 72 hours prior notice to City. City shall have the right, but not the obligation, to accompany Lessee during any such inspection. Lessee shall in a tinrely manner repair any and all damage to the East Parcel caused by its inspections. Lessee shallnot un¡easonably rvithhold its approval of the physical condition of the East Parcel. In the event Lessee approves the physical condition of the East Parcel, at the request of either party hereto, the other party shall promptly enter into an addendum to this Lease and a recordable memorandum thereof effecting the addition of such East Parcel, but the failure or refusal of either party to do so shall not affect Lessee's rights to such East Parcel. Lessee's disapproval of the physical condition of the East Parcel shall corrstitute Lessee's election to terminate this Lease as to the East Parcel only, pursuant to Paragraph 3C. In the event Lessee fails to notif-y City in rvriting of its approval or disapproval "vithin the sixty (60) day period described abovc, Lessee shall be deemed to have rpp.ouLd th. resttlts of its investiþations and accepted the East Parcel in "AS-IS" a¡rd "WHERE-AS" condition pursuant to this Paragraph.
C. Lease In consideration of Lessee's perforniance of its obligations set forth in this Lease, City hereby grants to Lessee an option (the "Option,') to lease from City the Option Parcel. Cunently tltere is no recorded property line to legally bifurcate the Option parcel as contemplated by this Lease. The City has taken all necessary action as required by the City Planning Commission to legally bifurcate the Option Parcel into tr.vo areas that shall be referenced in this Lease as the "North Portion Option Parcel" and the "South Portion Option Parcel." City shall submit the new boundaly docnmentation to the proper Los Angeles County officials for recordation no later than April 30, 2003.
1. Inspection and Acceptance. Lessee hereby exercises its Option to lease the North Portion Option Parcel and the South Portion Option Parcel effective as of the future dates defined below. The exercise of either of these Options is voidable by Lessee in the event property inspections reveal any environmental condition or underlfng easement that causes development of such parcel to beconre economically unfeasible; and the exercise of the South Poftion Option Parcel is void automatically in the event that City develops the South portion Option Parcel with auto dealers and withor¡t Lessee's involvement, as described in paragraph
2.C.3(a) of this Lease. Subject to the foregoing, Lessee's exercise of the Option for.the Ñorth Portion Option Parcel shall beconle effective as of April 30,2003; and Lessee's exercise of the Option for the South Portion Option Parcel shall become effective as of either (i) May 30, 2003, in tlie event "Concept Plan A" is aclopted as depicted in Exhibit ((G-1, of this Lease; or (ii) Atrgr-rst 31,2003, in the event "Concept Plan C" is adopted as depicfed in Exhibit "G-2,' of this Lease. As of the Effective Date, Lessee has not conducted its inspections of the physical condition of the Option Parcel. Prior to March 31,2003, City shall provide to Lesseà any schenlatic drawings, naps, or other documents defining the locations and specifications of ail Option Parcel subtenanean utilities, structures, or lines and all Option Parcel easements ,,vithin possession of City. At any time prior to the effective date of Lessee's exercise of its Option to lease either the North Portion Option Parcel or South Portion Option Parcel, Lessee shail notify City in rvriting of its approval or disapproval of its inspections of the physical condition of thã Option Parcel, as applicable. Lessee's inspections shall be conducted onty upon 72 hours prior irotice to City. City shall have the right, but not the obligation, to accompany Lessee during any 5 155
3l
such inspection. Lessee shall in a timely manner repair any and all damage to the Option Pa¡cel caused by its inspections. Lessee shall not un¡easonably wittùold its approval of the physical condition of the Option Parcel. Lessee's disapproval of the physical condition of either the North Portion Option Parcel or the South Portion Option Parcel shall constitute Lessee's election to terminate this Lease as to that specific portion of the Option Parcel only, pursuant to Paragraph 3C. Upon acceptance of the physical condition, Lessee shall then commence and complete construction pursuant to the schedule described in Paragraph 10,8.2. In the event Lessee exercises any Option described in this Lease, upon the Delivery Date of such Option Parcel to Lessee, the term "Leased Premises" as used in this Lease shall thereupon be deemed to include the applicable portion or portions of the Option Parcel. In the event Lessee exercises any Option described in this Lease, at the request of either party hereto, the other party shall pronrptly enter into an addendum to this Lease and a recordable memorandum thereof effecting the addition of such portion or portions of the Option Parcel, but the failure or refusal of either party to do so shall not affect Lessee's rights to such portion or portions of the Option Parcel. In the event Lessee's exercise of its Option to lease any particular portion or portions of the Option Parcel is voided or becomes void, then that particular Option shall automatically terminate and all rights of Lessee in and to that particular portion or portions of the Option Parcel shall then and there cease.
2. North Portion Option Parcel. Subject to acceptance by Lessee pursuant to Paragraph 2.C.1 above, Lessee shall commence and complete construction of the aircraft hangar ancl FBO office development pursuant tp the schedr¡le described in Paragraph 10.8.2, and in accordance r,vith "Concept Plan B" as depicted in Exhibit ((G-1" of this Lease.
3. South Portion Option Parcel. Subject to acceptance by Lessee pursuant to Paragraph 2.C.l above, Lessee and City shall cooperate and lvork diligently in good faith to (i) meet mutually with auto dealers, (ii) explore feasibility, and (iii) reach agreement concerning tlie construction and managément by Lessee of a parking structure to be located on the South Porlion Option Parcol. If Lessee and City reach agreement as to material terms including Parking Stnrcture Development Criteria, then Lessee shall obtain all govenrmental approvals, commence and complete construction of the parking stntcture development pursuant to the schedule described in Paragraph 10.8.2, and in accordance with "Concept Plan A" as depicted in Exhibit 'ßG-l" of this Lease,
a) Alternative Development by Dealers. In the event that Lessee and City do not reach agreement as to material terms by April 30,2003, then City shall have the right until July 31, 2003, to meet r,vith auto dealers unilaterally and explore feasibility of construction by one or more auto dealers of a parking stmcture to be located on the South Portion Option Parcel. If City and one ormore auto dealers reach agreement as to material ternis for construction of a parking structure, then Lessee's right to develop a parking structr¡re on the South Portion Option Parcel will be terminated.
In order to provide Lessee with parking to support its development on the North Portion Option Parcel, City agrees to Lease to Lessee all ground-level parking spaces in any parking structure constnrcted by the City or any auto dealers on the South Portion Option Parcel.
The City rvill ensure that all ground level parking areas/entrances will have a minimum vertical clearance height of ten feet.
6 156
38 City will also Lease to Lessee any portion o
the parking structure. City will ensure that
any auto dealers will provide the North p
egress to the ground level parking. Addit
egress to the North portion Option parc
loUproposed new security entrance road
accordance with City of Toffance rules and regulations regarding airport access by tenants.
Lessee will pay the City a one-time fee r
stnrcture improvements. The amount of th
footage of the ground level parking structu
fbot ($4.86). The fee rvill be due upon the
the parking stmcture.
b) Alternative Development by Lessee. In the event that City and one or more auto dealers do s by July 31, 2003, and subject to acceptance by
above, Lessee shall commence and complete
elopnrcrrt l)ursÌtant to the schedule described in
this Lease.
,.Concept plan C,'as depicted in Exhibit ,,G_2,, of
c) In the evetlt tlte City clevelops tlie South portion tlren conltrencing on the date the City issues itsce¡1ificate of occupatlcy for the parking stlucture, Minimunl Basic Rent rvill be irrcreased bythestttnofst,240pertnonthIl.24acresSouthPortionOptionparcel x$1,000x 1.0].
3. TERIVI; CONDITIONS pRECEDENT
. A' Tenn. The term of this Lease shall commence on the Commencement Date andshall continue until the earlier of (i) the date that is thirty (30) Lease years from and after thedate that City issues its certificate of occupancy for the Èast parcel Required Improvements, or(ii) June 30,2039' A "Lease Year" is a period of twelve (12) consecutive calendar monthscommencing orr the first day of the first full calendar month d¡ring the term of the Lease;provided that the first Lease Year shall also include any partial calendaî month during rvhich theco¡nmencement Date occurs, if the co¡nmencement Date does not occur on the first clay of acalendar month' Upon reqrrest by either party, the parties shall execute and deliver to oneanother an addendum to this Lease setting forth [he Commencement Date and expiration date.
B' Conditions Prececlent. This Lease shall be effective between the parties as of theEffective Date; provided, horvever, that Lessee shall have no right to possessio¡r of any parcelprior to tl're satisfaction of the conditions precedent and the Delivery Oate ør t¡at parcel. l' East Parcel Conclitions. The performance of City and Lessee under thisLease rvith respect to the East Parcel shall bì continlent and conditionri ,,pon the fulfillment ofthe following conditions precedent within the preslcribed rime limits 1.ått..iìu.ty, the ,,East Parcel Conditions"): (i) City shall be in a positiån to deliver the East parcel to Lessee free andclear of any tenants or Structures on or before either (A) September 30, 2O0S,in the event Lesseeexercises the option to lease the South Portion optìoi Parcel to devålop ,.bonlrpt plan A,, as 7 157
39 depicted in Exhibit.,G-1,'of this Lease; or (B) April 30, 2005, in the event Lessee exercises the Oition to lease the South Portion Option Parcel to develop "Concept Plan C" as depicted in Exhibit .3G-2,1of this Lease, or if Lesiee fails to exercise any Option to lease the South Portion Option parcel for any ,.urán ("East Parcel Contingency Date") provided, however, that City shall have an additional period of one hundred twenty (120) days after the East Parcel Contingency Date in which to satisfy the foregoing condition so long as City has, prior to the East pãrcel Contingency Date, commenced unlawful detainer proceedings against any tenant who remains in póss.ssion of tlie East Parcel (in which case all dates described in this paragraph Z, andt-he East Parcel Constmction Completion dates described in Paragraph l0'B(2), shalibe postponed by an additional period of one hundred (120) days); (ii) Lessee shall have inspected- uná ,ruronábly upproued thi physical condition of the East Parcel on or befo¡e either (Aj January 31,2006,in thå'rurnt Lessée àxercises the option to lease the South Portion option Èarr.t to develop ,,Concept plan A" as depicted in Exhibit r'G- I " of this Lease; or (B) August 3 I , 2005, in the event Lessåe exercises tha Option to lease the South Portion Option Parcel to deveiop .,Concept plan C" as depicted in Exhibit uG-2" of this Lease, or if Lessee fails to exercise any Opìion to lease the South Portion Option Parcel for any reason; and (iii) Lessee sha¡ have submitted applications for all governmental approvals for tl're West PortionÆhase I of East parcel Required I*p.ourrn"nts and-City rtrntl be in a position to issue building permits for the West portion¡phase i of East Parcel Required Iniprovements, upon Lessee's payment of the applicable fees, on or before either (A) August 31,2006, in the event Lessee exercises the Option to lease the Sogth portion Option Parcel to develop "Concept Plan A" as depicted in Exhibit "G- l,,of tlris Lease; or (B) Maich 31,2006, in the event Lessee exercises the Option to lease the Soutlr portion Option Éar".l to develop "Concept Plan C" as depicted in Exh.ibit "G-2" of this Lease, or if Lessèe fails to exercise any Option to lease the South Portion Option Parcel for any reason. Lessee shall exercise diligent efforts to satisfy the East Parcel Condition relerred to in clause (iii) of the preceding sentence and shall make tinrely application for all such permits and approvals, In the event thãt the East parcel Conditions are not satisfied rvithin the time periods described above, either party shall have the right to terminate this Lease as to the East Parcel, pursuant to paragraptr g^c uetow. If the termination occurs as the result of Lessee's failure to satisfy a^y of thè conditions contained in this Paragraph 3.8.2, Lessee ivill be subject to the added rent set forth in Paragraph 5'A'
C. Ternrination. Upon the failure of any of the East Parcel Conditions, or upon the reasonable airoppro*t of tne pñysical condition of any Parcel, either party shall have the right to terminate this Lease as to thai Parcel by giving rvritten notice of such termination to the other party. Upon sr¡ch termination of this Lease and provided that such termination is not caused by the breach or default by any p^rty,neither parly shall have any further obligation to complete the transactions contempl.i.¿ úy this Lease asio that Parcel. Reasonable disapproval of the physical condition of any paìcel shall not be deemed a breach or default of Lessee, and shall not cause Lessee to incur the added rent set forth in Paragraph 5.4, In the event this Lease is terminated as to arry or all parcels, pursuant to this Paragraph, Lessee shall surrender the affected Parcel(s) to City pursuant to the provisions set forth in Purugroph l2 of this Lease. If, on the date of said temrinatiolt, Lessee ho, .otn',"nced, but not completed, constntction and installation of the Requirernent Improyements or any other inproventents, City shall have the right, rvithin sixty (60j days after the date of termination, to require Lessee to denlolish the uncompleted improvements, attd clear thenl from the Leased Premises'
4. POSSESSION: DELIVERY DATE
As to the West Parcel and the East Parcel, no later than the date that is seven (7) days after the date tl-rat the Conditions for that Parcel have been satisfied pursuant to Paragraph 38 of 8 158
40 this Lease, City shall deliver to Lessee written notice in the manner set forth in Paragraph 25 tendering possession of the Parcel to Lessee (the "Notice of Possession"). The date on which the Notice of Possession is deemed effective pursuant to Paragraph 25 shall be deemed the "Delivery Date" for that Parcel and possession shall be delivered to Lessee on that date. Notwithstanding the foregoing, Lessee shall have no obligation to accept tender of possession of the East Parcel prior to (i) January 31,2006, in the event Lessee exercises the Option to lease the South Portion Option Parcel to develop "Concept Plan A" as depicted in Exhibit "G-1" of this Lease; or (ii) August 31, 2005, in the event Lessee exercises the Option to lease the South Portion Option Parcel to develop "Concept Plan C" as depicted in Exhibit "G-2" of this Lease, or if Lessee fails to exercise any Option to lease the South Portion Option Parçel for any reason. As to the Option Parcel, the "Delivery Date" shall be the date that Lessee's exercise of the Option to lease the North Portion Option Parcel and./or the South Poftion Option Parcel becomes effective pursuant to Paragraph2.C.L
5. NÍINIMUM BASIC RENT
A. Mininium Basic Rent. Minimum Basic Rent for each Parcel rvill be $1,000 per acre per month, Should any rnaterial portiorr of any Parccl be mutually deemed unuseable, the rent for that portion Shall be adjusted accordingly.
l. West Parcel Rent, Co¡rrmencing on the earlier of (i) the date that is th¡ee hundred sixty f,rve (365) days after the Commencement Date or (ii) the date City issues its certifìcate of occupancy for the West Palcel RequiLed Improvements ("Rent Cornmencemeut Date") and on the fiLst day of each succeeding calenclar nronth thereafter through the First Rent Adjustment Date, Lessee shall pay to City mininrunr basic rent ("Minimum Basic Rent") in the anrount of $ 4,330. In the event the Rent Commencement Date does not occur on the first day of a calendar month, the Minimum Basic Rent orving by Lessee for the fìrst partial month shall be prorated based on a thirty (30) day month. The first full months' rent in the atnount of $4,330 plus any partial M'inimum Basic Rent for the fìrst partial month in the event the Rent Commencement Date does not ôccur on the first day of a calendar month shall be due and payable by Lessee on the Commencement Date.
2. North Portion Option Parcel Rent. Conrmencing on the earlier of (i) October 1,2004, or (ii) the date City issues its certificate of occupancy for the aircraft hangar and FBO office development in accordance with "Concept Plan B" as depicted in Exhibit "G-1" of this Lease, Minimum Basic Rent shall be increased by the sum of $1,170 per month [,17 acres North Portion Option Parcel x $1,000 x 1.01.
In the event Lessee does not complete, to the City's satisfaction, the aircraft hangar and FBO office development i¡r accordance with "Concept Plan B" as depicted in Exhibit "G-1" of this Lease prior to February 28,2005, then commencing on March l, 2005, the Minimum Basic Rent shallbe furtl"rer increased on that clate by the sum of $585 per month [.17 acres North Portion Option Parcel x $1,000 x .5]..
3. South Portion Option Parcel Rent.
(a) ParkinLStnrcture Development (Concept Plan A). In the event Lessee does exe¡cise the Option to lease the South Portion Option Parcel to develop "Concept Plan A" as depicted in Exhibit "G-1" of this Lease, then commencing on the earlier of (i) May l, 2005, or (ii) the date City issues its certificate of occupancy for the parking structure development in accordance with "Concept Plan A" as depicted in Exhibit "G-1" of this Lease, Mininum Basic 9 159
4l
Rent shall be increased by rrre sum of $1,240 per month |.24 acres South Portion Option parcel x $1,000 x 1.01.
In the event Lessee does exercise the Option to lease the South Portion Option Parcel to develop "Concept Plan A" as depicted in Exhibit 3(G-1" of this Lease, and Lessee does not complete, to the City's satisfaction, the parking structure development in accordance lvith "Concept Plan A" as depicted in Exhibit "G-1" of this Lease prior to Ñovember 30,2005, then commencing on December 1,2005, the Minimum Basic Rent shall be further increased on that date by the sum of $620 per month |.24 acres South Portion Option parcel x $1,000 x .51.
(b) Hanear Development (concept Plan c). In the event Lessee does exercise the Option to lease the South Portion Option Parcel to develop "Concept plan C" as depicted in Exhibit "G-2" of this Lease, then co¡nmencing on the earlieiof (i) January 1,2005,or (ii) the date City issues its certificate of occupancy for the aircraft hangar development in accordance lvith "Concept Plan C" as depicted in Exhibit "G-2" of this Leaie, Minimum Basic Re¡rt shall be increased by the sum of $l,240per month ¡.24 acres South Portion Option parcel x $1,000 x 1.01.
In the event Lessee does exercise the Option to lease the South Portion Option Parcel to develop "Concept Plan C" as depicted in BxtriUit "G-2" of this Lease, and Lessee does not complete, to the City's satisfaction, the aircraft hangar development in accordance with "Concept Plan C" as depicted in Exhibit "G-2" of this Leãse prior to May 31, 2005, then comtnencing on June 1,2005, the Minimum Basic Rent shall be further increased on that date by the sum of $620 per month [.24 acres South Portion Option Parcel x $ t,OOO x .S1.
4. East Parcel Rent. The East Parcel Required Improvements shall be developed in two phases. As depicted in Exhibit "F" of this Lease, the "úest Portion/Phase l" shall be developed first, and the "East Portion/Phase 2" shall be developed second, (a) Parking Stn¡cture Development (Concept plan A). In the event Lessee exercises the Option to lease the South Portion Option Parcel to d.*t"p "Concept plan A" as clepicted in Exhibit "G-l" of this Lease, then commencing on the earlier of (i) Janualy l,2OOg,or (ii) the date City issues its certificate of occupancy forthe V/est PortionÆhase I developnr.ni as depicted in Exhibit "F" of this Lease, Minimum Basic Rent shall be increased by the sum of $5,980 per month [5.98 acres East Parcel x $1,000 x 1.0]. If Lessee satisfies the East parcel Conclitions set forth in 3.8.2 and takes possession, but then fails to complete construction of the West PortionÆhase I pursuant to Paragraph 10,8.2, then comm.nring on July 1,200g, Minimtun Basic Rent shall be further increased by the sum of $2,3 45 per month [4.69 acres Wesi Portion/Phase I x $1,000 x,5J. If Lessee satisfies the East Parcel Conditions set forth in 3.B.2 and takes possession, but then fails to complete construction of the East portionÆhase 2 pursuant to Paragraph 10.8.2, then commencing on January l,2010,Minimum Basic Rent shall bè further increased by the sum of $645 per month n.29 acres East PortionÆhase 2 x $1,000 x .5]. In the event Lessee fails to take possession of the East Parcel without justification, then on or before Marclr 31,2006, Lessee shall pay a one-time penalty to the City in the amount of $346,g90. (b) Hanear Development (Concept Plan C). In the event Lessee exercises the Option to lease the_South Portion Option Parcel to develop'iConcept Plan C" as depicted in Exhibit "G-zu of this Lease, or Lessee fails to lxercise any -Option
to lease the South portion
Option Parcel for any reason, then commencing on the earlier åf 1i¡ Rugust l, 200g, or (ii) the date City issues its certificate of occupancy for the West PortionÆhase I developm.nt u, l0
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42 depicted in Exhibit "F" of this Lease, Minimum Basic Rent shall be increased by the sum of SS,ggO per month [5.98 acres East Parcel x $1,000 x 1.0]. If Lessee satisfies the East Parcel Conditiåns set forth in 3.8.2 and takes possession, but then fails to complete constn¡ction of the West Portion/Phase I pursuant to Paragraph 10.8.2, then commencing on February 1, 2008, Minimum Basic Rent shall be further increased by the sum of $2,345 per month [4.69 acres West portionÆhase I x $1,000 x.5], If Lessee satisfîes the East Parcel Conditions set forth in3.B-2 and takes possession, but then fails to complete construction of the East PortionÆhase 2 pursuant to paragraph 10.8.2; then commencing on July 1,2009, Minimum Basic Rent shall be further increasãd by the sum of $645 per month [.29 acres East PortionÆltase 2 x $1,000 x .5]. In the event Lessee fails to take posiession of the East Parcel without justifìcation, then on or before October 3l,2005,Lessee shall pay a one-time penalty to the City in the amount of $31 6,990.
B. Cost of Livine Adiustment. Commencing on the first day of the thirty-seventh (37th) ftrll calend^r *ntn foltowing the Commencement Date, and continuing each third year àn'riu.rrury thereafter ("CPI Rent Aãjust¡lent Date"), the Minimum Basic Rent for the Leased premises shall be increased by the sum of the CPI Increase Amount for each of the three (3) Lease years preceding the CPI Rent Adjustment Date. The CPI Increase Amount for each Lease year shall bé equal tJtne greater of (i) three percent (3%) of tlre Minintrm Basic Rent payable on the last nronth óf the Lease Year or (ii) the percentage inòrettse in the Consumer Price Index, All Urban Consumer (1982-4=100) for the Los Angeles-Riverside-Orange Corlnty CMSA (the .,lndex',) issued by the United States Bureau of Labor Statistics, Department of Labor (the ,,Bureaú"¡ for thai Lease Year, not to exceed six percent (6%) of the Minirlt¡m Basic Rent payable as of the last month of that Lease Year, The percentage increase in the Index for each Lease year shall be detennined by dividing tlie Index publislred most inrmediately preceding the last day of the Lease Year by thá Index publislied tr.velve (12) nionths prior. In the event the Index ís not published in the month that is twelve (12) months prior, the Index utilized shall be the Index published for the month rvhich is closest chronologically' If the Bureau shall revise the Index, the parties shall accept the method of revision or conversion recommended by said Bureau. If said Index shall be discontinued with no recommended supstitute, another consumer price index for the Los Angeles Metropolitan area which includes the City of Tonance, and which is generally recognized as authoritative, shall be substituted by agreement of the parties. If the parties are ttnable to agree.with.in.thirty(30) days after demanduy either party, onãpplication of either party, a substiturte index shall be selected by the Chief Officer of thã San ftan.irco Regional Office of the Bureau of Labor Statistics, or its successor.
6. PERCENTAGE RENT
A. percentaee Reut Payment. In acldition to the Minimtrm Basic Rent to be paid to City by L"rr..¡* ru.h L.rse Year during the terrn of this Lease, conlmencing on the Rent Commence¡rent Date, Lessee shall pay to City as "Percentage Rent" tlie respective amounts set forth in subparagraph B of this Paragraph 6 if and to the extent that such Percentage Rent exceeds the aggregáte amount of Minimum Basic Rent payable for the Lease Year in question' percentage Rent, if any, sliall be paid annually in arrears pursuant to the provisions of Paragraph 6C.
B. Percentaee of Adiusted Gross Receipls.
The amount of Percentage Reut due for each Lease Year shall be the amount, if any, by lvhich a sum equal to the "Percentage Rate" (defined below) of the amount of "Adjusted 1l
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43 Gross Receipts" (defined in paragraph 68(3) derived from the Leased Premises with respect to such Lease year exceeds the aggrrgât. amount of Minimum Basic Rent payable to City for such Lease Year.
The Percentage Rate means the follorving percentages:
(a) For each of the first five (5) Lease Years, the Percentage Rate shall be nine percent (9%);
(b) For each of the sixth tluough and including the tenth Lease Years, tlre Percentage Rate shall be ten percent (10%);
(c) For each of the eleventh through and inclt¡ding the fifteenth Lease Years, the Perce¡rtage Rate shall be eleven percent (11%); (d) For each of the sixteenth through and including the twentieth Lease Years, tlre Percentage Rate shall be trvelve percent (12%); and percentage Rate sha' J!ì,',r,.fl;"rîl:.:,"å:'ö:nt
Lease Year during the temr or this Lease' the
The term "A-djusted Gross Receipts," as used in this Lease, shall mean all rentals (including without limitatiorr fixed rent and percentage rent) and other paynrents paid to Lessee àirectly o-r indirectly by "tenants" (hereinafter defined) (but excluding the amounts of rentals not collected due to any default or bankruptcy of any tenant) for the occupancy or use of all or any portion of the Leased prenrises, together with (i) the reasonable rental value of any part of the Leased premises occupied by Lessãe or any "Affiliate of Lessee" (defined in Subparagraph 6E) calculated on a square-footage basis rvith respect to the particular area utilized by Lessee or such Affiliate, with s¡ãh rental value to be equal or substantially equal to the rental value of similar space located on that parcel, and (ii) any and all monies and other things of value received by i.rr", or any Affiliate of Lessee as consideration for the use or occupancy of all or any part of that parcel. Notwithstanding the foregoing, holvever, the term "Adjusted Gross Receipts" shall not include any of the following: (i) any security and other refundable deposits received by Lessee from any te¡ant, except to tne extent that such security deposit is an advance payrnent of rent; (ii) any ¡ronies or proþerty received by Lessee as consideration for the assignment of L.si.è'é qinãtuaing Lessee's successors and assigns) interest, in whole or in part, in the Leased premises; (iii) amounts either paid by Lessee or paid to Lessee by tenants r,vhich represent any payment or óredit fol paynent of real property taxes, calculated applicable portion of the ini¡inlum ground lease, insurance premiums, utilities, maintenance, repairs, common area charges paiã or payable by Lessee to third parties, customary and reasonable ntanagement fees or simil-ar .hurgrr'páia Uy tenants to Lessee or credited to tena¡rts by Lessee in connection with such common area lnaintenance charges, services, or benefits; or (iv) the reasonable rental value of space used by Lessee for management ancl leasing offices. In the event the Leased Premises shoirld ever be iubleased in whole or in part to any person or entity rvhich does not itself use or occupy such subleased premises, but instead further subleases the same for use or occupancy by otheis, such occupancy rentals and subrentals derived from such ftrrther subleases shall be included in the term "Adjusted Gross Receipts" forpurposes of this Lease, notwithstanding that such occupancy rentals or subrentals shall be payable to a person or entity_other than Lessee; provided, iroru"ur., that in the case of a sublease made by Lessee to a non-Affiliate of Lessee on àn arnr's-length basis providing for fair rentals at the time entered into, only the rentals payable by the sublessees to Lessee shall be included in Adjusted Gross Receipts. The term "sublease" t2
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44 shall include subleases, underlettings, concessions, licenses, or other arrangements at any levelfor the use or ogguqar.lcy of any portion of the Leased Premises, and i-he term ..rental,, or"occupancy rental" shall include all rent, monies, and other considérations faid for the use oroccupancy of the Leased premises or any foregoing. The Adjusted Gross Receipts foi t
Percentage Rent until the date Minimum Basic
to Paragraph 5A(4) of this Lease. In the even
Porlion option Parcel, the Adjusted Gross Receipts for the North portion Option parcel shall notbe used in calculating the Percentage Rent untìl the date Minimum Basic Rent on the NorthPortion Option Parcel first commences pursuant to Paragraph 5A(2) of this Lease. In the eventLessee exercises tlie Option to Lease the South Portiãn Option parcel, the Adjusted GrossReceipts for the South Portion Option Parcel shall not be used in calculatin! the percentage Renttrntil the date Minimum Basic Rent on the South Portion option parcel first-commences pursuantto Paragraph 5A(3) of this Lease.
EXAMPLE: (Amount rounded for convenience) In Lease Year l, if the Leased premises are comprised of the Initial Leased Premises, the aggregate Mininr¡nr Basic Rent is $51,960, and itial Leased Pre¡lises for the first Lease year is
rvould be $54,000. [5600,000 (Adjusted Gross
ue to the City is grcater than the Minimum Basic
040.
Lessee covenants and agrees that each sublease rvill be entered into on alt arm,s-Iength basis providing for fair rentals or other payments at the tinre entered into. Lessee shalldisclose to the City any transactions (i) rvith Affiliåtes of Lessee or (ii) rvith any person or entityrvhich has entered into any lease, license or concession agreenrent rvith Lessee or any Affiliate ofLessee for any property other than the Leased premises. hall be paid to City no later than the date that is
Year during the term of this Lease at the same
) and (3) below, are submitted to City.
ff :#ï "li,i' :,:,îïî::i :'
earr i er
D. Rçport Paylnpnt and Audit.
Within .sixty (60) days following the end of each Lease year during the term ofthis Lease, Lessee shall make a repoft in rvritiig, in triplicate, to the Director o[ Finance of theCity, r.vlrich shall set forth:
(a) The name(s), the comnrencement and termination dates andlocation of that portion of the Leased Prenrises used or occupied by each tena't; (b) The total amount of Adjusted Gross Receipts payable and paidduring the preceding Lease Year by each such tenant (including Affiliates of Lessee); (c) The location of any part of the Leased premises occupied byLessee or any Affiliate of Lessee and the square footåge utilized thereby; and (cl) The amot¡nt of Percentage Rent, if any, due to City under theprovisions of this Paragraph 6. l3
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45 The term "tenant" as used in this Paragraph 6 shall mean and include any person from whom rent or other payment or consideration is received, including but not limited to a sublessee, concessionaire, licensee and any other person using or occupying any portion of the Parcel from whom any such rent, payment or other consideration is received.
Lessee agrees to deliver to the City within sixty (60) days after the end of each Lease Year a "Certified Statement of Adjusted Gross Receipts" showing the Adjusted Gross Receipts for such Lease Year. Each "Certified Statement of Adjusted Gross Receipts" shall be a complete statement made and signed by a certified public accountant on behalf of Lessee, shorving accurately and in reasonable detail the amount of the Adjusted Gross Receipts for the Lease Year for which the same is required.
Lessee shall keep complete and adequate books and reports in accordance with generally accepted accounting principles, consistently applied sufficient to show all Adjusted Gross Receipts received by or for the accou¡lt of Lessee from all tenants of the Leased Premises for the period covering at least the four (4) nrost recent Lease Years or, if longer, until any dispute involving or relating to the subject matter of such books and reports has been resolved.
The.City shall have the right to inspect and audit at its orvn expenses such records tused as the basis of such reports during lrormal business hours upon reasonable prior notice to Lessee for tlie purpose of detemrining the accuracy of such reports. In any event, this right to inspect shall lapse one (l) year after the City's receipt of the Certified Statement of Adjusted Gross Receipts.
If, upon any examination by the City of the books and records of Lessee, an error shall be revealed in favor of the City which results in there being dr-re to the City for any year additional rent in the amount of ten percent (10%) or more of that reported by Lessee, then the reasonable cost of such exa¡nination shall be paid by Lessee to the City.
E. Certain Definitions. As used in this Lease: "Affiliate" means any entity which, directly or indirectly, Controls, is Controlled by, or is under common Control rvith Lessee; and "Control" (and its derivatives) means the olvnership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity.
7, PAYI\Í ENT OF RENT; LATE CHARGE
A. Place of Palqnent. All Minimum Basic Rent, Percentage Rent and Additional Rent payments shall be paid when due, rvithout notice or denrand and rvithout deduction, counterclaim or offset, to City at the office of the Finance Director of the City at 3031 Torrance Boulevard, Torrance, California, 90503, or at such place as City shall from time to time designate in writing.
B. Late Charse. Lessee hereby acknowledges that late paynent by Lessee to City of rental or other sums dr¡e hereunder rvill cause City to incur costs not contemplated by this Lease, the exact anrount of rvhich is diffrcult and impracticable to fix. Such costs include, but are not lirnited to, processing and accounting charges. Accordingly, ary payment of any sum to be paid by Lessee not paid rvithin five (5) business days of its due date shall be subject to a five percent (5%)late charge and a late charge in that same amount shall be due and payable on the first day of each montlr thereafter that such payment remains outstanding. City and Lessee agree t4
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that this large charge represents a fair and reasonable estimate of the costs and expenses City will incur by reason of late payment by Lessee, and is a fair compensation to City for its loss suffered by such late payment by Lessee. The provisions herein for payment of late charges shall not be construed to extend the date for payment of any sums required to be paid by Lessee hereunder or to relieve Lessee of its obligation pay all such sums at the time or times herein stipulated.
Notwithstanding the imposition of such late charges, Lessee shall be in default under this Lease if any or all payments required to be made by Lessee are not made at the time herein stipulated, and neither the demand for, nor collection by, City of subh Iate charges shall be construed as a curing of such default on the part of Lessee.
C. Interest. Any sum to be paid pursuant to the temls of this Lease not paid when dtre shall bear interest from and after the due date until paid at a rate equal to twelve percent (12%), so long as the rate does not exceed the maximum non-usurious rate permitted by law, in rvhich case interest shall be at the maximum non-usurious rate allorved by law at the time the sum became due.
ASS ME CHARG AN RENT
A, Net'Lease. It is the intention of City and Lessee tllat all costs, expenses and obligations of every kind relating to the Leased Premises or the use, operation or occtrpancy thereof which may arise orbecome due dLrring the term of tliis Lease shall be paid by Lessee and that City shall be indemnified by Lessee against such costs, €xpenses, and obligations.
B. Pavment of Taxes. As to each Parcel, comrnencing on the Delivery Date for that Parcel, Lessee shall pay, prior to delinquency, all taxes rvhich shall be levied against the Parcel, Lessee's ilrterest therein or Lessee's property thereon including but not limited to any real estate or possessory interest taxes assessed against the Parcel, or against any Improvements erected or constructed by the Lessee on said Parcel, or which become a lien against said Parcel or its interest therein or its property thereon or against any Improvements erected or constnrcted by the Lessee on said Parcel during the term of this Lease. Lessee, upon written request, shall provide proof of its payment of such taxes.
C. Payment of Assessments. As to each Parcel, commencing on the Delivery Date for that Parcel, Lessee shall pay before delinquent ahy assessments against the Parcel or agdinst any itnprovements erected or constnrcted by the Lessee on the Parcel made for maintenance purposes, such as lighting. In the event that the assessing agency will pemrit payment of such assessments on an installment basis, Lesseê may elect to make the assessnrent payments on such basis, Lessee's obligations under this Subparagrapli 8(C) shall be limited to those assessments r.vhich are payable during the tenn of this Lease and any extension thereof.
D. Ad Valorem Taxes. If, during tlte ternr, federal or state taxes shall be imposed, assessed or levied on the fee interest of City in the Leased Premises, or on or rvith respect to any real or personalproperty constituting a portion of the fee interest of City irr the Leased Premises, or on the rents derived by City from the Leased Premises in lieu of or in addition to st¡ch real or personal property taxes, and such nerv tax rvould most fairly be characterized as in the nature of an ad valorem or use tax, as opposed to an income or franchise tax on City's inconre, Lessee shall pay all such taxes, assessments, levies or charges imposed upon City within thifty (30) days of demancl therefo¡ by City, along with the City's calculations for suctr tax. l5
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47 E. Utilities. Lessee shall pay or cause to be paid, as and when the same may become due and payaUtes, all charges for watlr, gas, heat, electricity, power, sewer, telephone services, trash removal, and all othei services and utilities used in, upon oi about the Leased Premises' F. Additional Rent. In addition to Minimum Basic Rent and Percentage Rent, all tâxes, charges, .n¿ *r, payable by Lessee hereunder are acknorvledged and agreed by Lessee to constitute additional rent ("Additional Rent") under this Lease, whether or not such charges and sums be designated as such. City shall have the same rights and remedies upon Lessee's failure to pay Addìtional Rent, or any portion thereoi as for the nonpayment of Minimum Basic Rent or Percentage Rent,
9. USB OF LEASEq PREMISES
A. Pennitted Use.
Initial Leased P ses. Lessee shall use and occupy the Initial Leased Premises The termsolely for West/East Parcel Aeronautical Uses and for no other use or purpose. "West/East Parcel Aeronatttical Uses" shall mean the follolving uses:
- New anÜor used aircraft saleS or rental
- Aircraft storage
- Maintenance, restoration; repair or modification of aircraft - Line service for transient aircraft
- Sale of aircraft parts, components, accessories and allied equipnrent - Sale of new and used avionics and aircraft-r'elated electronic equipment - Sale of new and used aircraft instruments
- Sale of pilot supplies and accessories
- Flight operations, including ground and flight school - Charter/air taxi oPerations
- Maintenance, repair, overhaul and modif,rcation of aircraft engines, airframes, instmments, avionics, electronics equipment and other related aviation equipment - Rental of aircraft storage hangers and open tie-down facilities - Washing, detailing and waxing of aircraft
- Providing upholstery, cabinetry and interior services for aircraft - Parachute, fire extinguisher and oxygen services for aircraft - Aircraft stripping and refinishing
Aircraft fuetìng and fuel storage facilities in compliance rvith Paragraph 9.8 below (maximum of one fueling facility per Parcel)
In order to qualify as a West/East Parcel AeronauticalUse rvithin tlie meaning of this Paragtaph, (i) as to .uðh ru6-trnant, the aeronautically related portion of the goods tendered or services iendered by the subtenant on the Initial Leased Premises must be equal to or greater than sixty percent fAóyrl of the gross revenues received or total services provided by that particular sub- iena.nt on the I¡itial Lãased Premises, (ii) as to Lessee, the aeronautically related portion of the goods tendered or services rendered by Lessee on the Initial Leased Premises must be equal to or lreater than sixty percent (60%) of the gross revenues received or total sewices provided by Lrrr., on the Initial Leased Premises. Lessee and any sub-tenant may be audited from time to tinre by City to ascertain rvhether they are in compliance with this Paragraph. A¡ry sub-tenant found áut oÉcompliance will be subject to st¡b-lease termination. Failure by Lessee to terminate any non-cornplying sub-tenant will be deemed a default under this Lease. Lessee shall cause its sub-tenants to cooperate with City in City's efforts to ascertain compliance r,vith this Paragraph. t6
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48 In connection therewith, and not by way of limitation of the foregoing, Lessee shall include in each sublease agreement a provision requiring the sub-tenant to cooperate rvith City in City's efforts to ascertain compliance rvith this Paragraph and City shall be added r. " ihirO purty beneficiary to that provision of the sublease. Within thirty (30) days fotlowing the end of each Lease Year, Lessee shall submit to City an affidavit certifying its compliance rvith the provisions set forth in this Paragraph.
Any use not specifically listed in this Paragraph as a West/East Parcel Aeronautical Use requires the prior r,vritten consent of the City Council , rvhich consent may be granted or lvithheld in the City Council's sole and absolute discretion.
Option Parcel. Lessee shall use and occupy the Option Parcel solely for Option Parcel Aeronat¡tical Uses and for no other use or pr¡rpose. The term "Option Parcel Aeronautical Uses" shall mean the following uses:
- Nelv and/or used aircraft sales or rental
- Aircraft storage
- Maintenance, restoration, repair or lnodifrcation of aircraft - Line service for transient aircraft
- Sale of aircraft pañs, components, accessories and allied equipmerrt - Sale of new and used avionics and aircraft-relatecl electronic ec¡Lripment - Sale of new and used aircraft illstrurnents
- Sale of pilot supplies ancl accessories
- Flight operations, including ground and flight school - Charterlair taxi operations
- Maitttenance, repair, overhaul and modifìcation of aircralt engines, airframes, instt'ttments, avionics, electronics equipment and other related aviation equipment - Rental of aircraft storage hangers and open tie-down facitities - V/ashing, detailing and waxing of aircraft
- Providing upholstery, cabinetry and interior services for aircraft - Servicing and repair ofaircraft
- Providing upholstery, cabinetry and interior services for aircraft - Parachute, fire extinguisher a'd oxygen services for aircraft - Aircraft stripping and refinishing
- Aviation insurance sales
- Aviation attomeys
- Aviation appraisers
- Aviation consultants
- Aviation medical offrcers and examiners
- Aviation Financing
- Aircraft fueling and fuel storage facilities in compliance lvith Paragraph g.B below
In order to qualify as an Option Parcel Aeronautical Use within the nteaning of this paragraph, (i) as to each sub-tenant, the aeronautically related portion of the goods tãndered or serviòes rendered by the subtenant on the Option Parcel must be equal to or greater than sixty percent (60%) of the gross revent¡es received or total services provided by that partieular sub-tenant on the Option Parcel, (ii) as to Lessee, the aeronautically related portion of the goods tendered or services rendered by Lessee on the Option Parcel must be equal to or greater ihan sixty percent (60%) of the gross revenues received or total services provided by Lessee on the Option parcel.
Lessee and any sub-tenant may be audited from time to time by City to ascertain whether they t7
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49 are in compliance with this Paragraph. Any sub-tenant found out of compliance will be subject to sub-lease termination. Failure by Lessee to terminate any non-complying sub-tenant will be deemed a default under this Lease. Lessee shall cause its sub-tenants to cooperate with City in City's efforts to ascertain compliance with this Paragraph. In connection therewith, and not by way of limitation of the foregoing, Lessee shall include in each sublease agteement a provision requiring the sub-tenant to cooperate with City in City's efforts to ascertain compliance with this Paragraph and City shall be added as a third party beneficiary to that provision of the sublease.
Within thirty (30) days follorving the end of each Lease Year, Lessee shall submit to City an affidavit certiflng its compliance with the provisions set forth in this Paragraph.
In addition to the Option Parcel Aeronautical Uses set forth above, Lessee may utilize a portion of the Option Parcel for the following:
Aeronautical Museum - no greater than 7,000 square feet Restaurant(s) - no greater than 3,000 square feet total Automobile parking facility(ies) - subject to approval by FAA Any use not specifically listed in this Paragraph requires the prior rvritten consetrt of the City Council, lvhich consent may be granted or withìeld in the City Council's sole and absolute discretion.
B. Use Restrictions. Notrvithstanding any other provision of this Lease to the contrary and rvithout limiting the restriction on Lessee's use of the Leased Premises set forth in Paragraph 94, in no event shall Lessee use the Leased Premises, or any portioll thereof, for: (a) any aircraft services likely, as detennint4 by City in its sole and absolute discretiott, to violate the nighttime curfew on aircraft takeofß; (b) salvage yard activities of any type; or (c) 'uvithout the prior written consent of the City, the storage or service of jet aircraft or the sale of jet or turbine fuel
C. Covenant to Operate. Lessee covenants and agrees to continuously operate or cause to be continuously operated uses in compliance with Paragraph 9.4.1 and 9.4.2 located on the Leased Prenrises within the improvements as set forth in Exhibit F and G tluoughout the term of this Lease.
D. Compliance With Lalv. Lessee shall comply, at its sole cost and expense, rvith all applicable statutes, ordinances, rules, laws or regulations of any governmental agency (including, ,without limitation, those of the City of Tonance) rvith respect to the use, operation, and occt¡pancy of the Leased Premises. Lessee shall make any alteration or improvement necessary or required to comply with any applicable law with respect to Lessee's use, operation and occupancy of the Leased Premises. Lessee shall not conduct or permit to be condttctecl on the Leasecl Premises any public or private nuisance or commit or permit to be committed any r,vaste upon the Leased Premises, Lessee shall be solely responsible for monitoring the conduct and ensuring the safety of its tenants, employees, agents, and invitees on the Leased Premises.
E. Compliance with Environmental Laws, Lessee shall not engage in any activity on or about the Leased Premises that violates any "Environmental Law" (as defìned belorv), and shall promptly, at Lessee's sole cost and expense, take all investigatory and/or remedial action required 'or ordered by any goverrrmental agerrcy or Environmental Lalv for clean-up and removal of any contamination involvin g any "Hazardous Material" (as defined below) created or caused directly or indirectly by Lessee. The ternr "Envhonmental Law" shall mean any federal, state or local law, statute, ordinance or regulation pertaining to health, industrial hygiene or the l8
168
50 environmental conditions on, under or about the Leased Premises, including, without limitation, (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"),42 U,S.C. Sections 9601 et seq.; (ii) the Resource Conservation and Recovery Act of 1976 ("RCRA"), 42 U.S.C. Sections 6901 et seq.; (iii) California Health and Safety Code Sections 25100 et seq.; (iv) the Safe Drinking V/ater and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 et seq,; (v) the Federal Water Pollution Control Act,33 U.S.C. Sections l3l7 et seq.; (vì) Califomia Water Code Section 1300 et seq.; and (vii) California Civil Code Section 3479 et seq., as such laws are amended and the regulations and administrative codes applicable thereto. The term "Hazardous Material" includes, without limitation, any material or substance rvhich is (i) defìned or listed as a "hazardous waste", "extremely hazardous waste", "restrictive hazardous waste" or "hazardous substance" or considered a waste, condition of pollution or nuisance under the Environmental Laws; (ii) petroleum or a petroleum product or fraction thereof; (iii) asbestos; and/or (iv) st¡bstances known by the State of California to cause cancer and/or reproductive toxicity. It is the intent of the parties hereto to construe the terms "Hazardous Materials" and "Environmental Laws" in their broadest sense. Lessee shall provide all notices required pursuant to the Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 et seq. City makes no representations as to the existence or nonexistence of arry Hazardous Materials on, in, or about the Leased Premises. Each party shall inrmediately notify the other of its receipt of any notice, citation or other communication relating to the presence, storage, use or release of any Hazardous Material (in excess of levels permitted by las,) irr, ttnder, on or about the Leased Premises.
F.
Proqrams or Ordinance. Lessee expressly covenants to at all times ¡nake reasonable and pnrdent efforts to assure that owners and operators of aircraft based on or operating from the Leasecl Premises adhere to all duly adopted provisions set forth in Division 5 of the City of Torrance Municipal Code ("Airport Code"), Lessee further agrees to abide by all rules and regulations promulgated pursuant to the Airport Code, In furtherance of Lessee's obligations pursuant to this Paragraph 9F, Lessee shall inform its employees, custorners and invitees of all noise abatement programs, ordinances, rules, procedures and any regulations relating thereto. Lessee shall, at the City's request, provide rvritten documentation of its cornpliance ',vith the requirements of this Paragraph 9F.
Lessee shall cooperate fully r.vith the City in the enforcement of the provisions of the Airport Code, the ordinances, nrles and regulations promulgated thereunder or in addition thereto and alI noise abatement programs and ordinances now or hereafter adopted by the City, including (witlrout limitation) providing to City of all information available to Lessee conceming any violations of the Airport Code, the mles and regulations promulgated thereunder, or any noise abatement program or ordinances by any of Lessee's employees, customers, or invitees.
G. FAA Provisions.
l. Lessee, in the operations to be conducted pursuant to the provisions of this Lease atid otherwise in the use of the Airport, shall not discriminate against any person or class of persons by reason of race, color, sex, creed or national origin as in any manner prohibited by Part I 5 of the Federal Aviation regulations or any amendments thereto.
2. Lessee shall furnish its accommodations and/or services on a fair, equal and not unjustly discriminatory basis to all users thereof. It shall charge fair, equal and not tunjustly discriminatory prices for each unit or servicè; provided, however, that the Lessee may l9
169
51 be allowed to make reasonaole and non-discriminatory discounts, reoates or other similar types of price reductions to volume purchasers in accordance with the other provisions of this Lease with regard to discounts and rebates.
3. Noncompliance with these provisions in regards to any particular Parcel shall constitute a material breach of this Lease as to that Parcel. In the event of such noncompliance, City shall have the right to terminate without liability (in accordance with FAA nlles and subject to California and federal notice and due process requirements), or, at the election of the City or the United States, both shall have the right to judicially enforce the foregoing provisions.
Lessee agrees to insert the anti-discrimination provisions hereinabove enumerated in any agreement by lvhich said Lessee grants a right or privilege to any person, firm or corporatiou to rellder acconlmodations and/or services to the public on the Leased Premises.
Lessee shall comply with the notifìcation and review requirements covered in Part 77 of the Federal Aviation regulations in the event any future structure or building is planned or in the eveut of nny plarured modification or alteration of any present or future building or structure situated on the Leased Premises.
City hereby reserves a right of flight for the passage of aircraft in the airspace above the surface of the Leased Premises together ',vith the right to create in said airspace such noise as is or shall become inherent in the operation of aircraft operating on the Airport.
Lessee, by accepting this Lease, expressly agrees for itself, its successors and assigns that it shall not use the Leased Premises in any manner rvhich might interfere with the landing and taking off of aircraft from on or off the Airport or otherwise create ahazard. In such an event, City reserves the right to enter upon the Leased P¡emises and cause the abatement of the interference or hazard at the expense ofLessee.
This Agreement and all the provisions hereof shall be subject to whatever right the United States government nolv has or in the ftrture may have or acqttire affecting the control, operation, regulation or commandeering of the Airporl or the exclusive or non-exclusive use of the Airport by the United States during the time of war or national emergency.
Lessee shall operate the Leased Premises for the use and benefit of the public, make available all Lessee's airport facilities to the public, without discrimination on the grounds of sex, race, color or national origin and to refrain from imposing or levying excessive, disc¡'iminatory or otherwise unreasonable charges or fees for any use of its facilities or services.
Nothing herein contained shall be constnted to grant or authorize the granting of an exclusive right rvitliin the meaning of Section 308 of the FederalAviation Act of 1958, as amended.
H. No Interference With Air Navisation. Lessee agrees that (i) it rvill not erect or permit the erection or growth of any building, structure, tree or other object on said Leased Premises above any maximum standards as set by City or the FAA; (ii) it rvill not use the Leased Premises or permit the Leased Premises to be used in any manner rvhich might interfere with the landing or taking off of aircraft frorn the Airport, or rvhich othenvise constitutes an air navigation obstruction, or interference; and (iii) it will not light or operate, or'cause to be lighted or operated, any equiprnent which (as may be determined by the Airport Authority in its sole discretion) rvould interfere with the navigation, landing or takeoff of aircraft on the ntnways and in the aeronautical areas of the Airport.
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52 I. City Reservations.
The City reserves the following rights from the leasehold estate created hereby:
(a) the right to take any lawful action necessary to prevent the erectionorgror'vth of anybuilding, structure, tree orotherobject into the airspacã abóve those elevationsset forth in subparagraph 9H herein, and to remove from such air space, or mark and light as obstnrctions to air navigation, any and all Improvements, trees or other objects that *uy it unytime project or extend above said elevation together rvith the right of ingress to, agrees frorn, and passage over the said Leased premises for such purposes; (b) the right upon reasonable notice to Lessee to enter onto the LeasedPremises for the P-urpose of causing the abatenlent of any interference rvjt¡ the landing and taking off of aircraft from the Airport; and
(c) the right, for the use and benefit of the public, of flight for thepassage of aircraft in the air space above tlie surface of said Leased premises,- togethãr with the right to cause in said air space sttch noise as nray be inllerent in the operation o1 aircraft, norv knolvn or hereafter ttsed for navigation of, or flight in the air, using saiå air space or landing at, or taking off from, or operating at, or on the Airport. "Aircraft" as ttsed in tlris Paragraph inclucles aircraft now or hereafter developed which utilize the air or such air space rvhether sinlilar or dissimilar to existing aircraft. "lnterference" as used in this Paragraph includes without limitation any interference rvith radar, any electrical or other interfeienàe ,,vith radio or other comrnunication l¡etr'veen the Airport and aircraft, or any use or activity which makes it difficult for pilots to distinguish between the Airport and other lights, creates glare or otherwise impairs visibility orr'vhich othenvise endatrgers the landing, taking off or mãneuvering of aircraft or the safety ofthose using the Airport, or is hazardous thereto.
In the event that the City la"vfully exercises any of its rights pursuant to theprovisions of this Paragraph 91, the City shall not be liable to the Lessee lorãny d-u¡¡.g" suffered as a resttlt thereof and the Lessee shall reimburse the City for all reasonaúb un¿ necessary expenses incuned by the City therefor, provided, however, ihut thr City shall be liable for any daurage caused by the City's exercise of its rights pursuant to this pâragraph 9, w¡ere such exercise shall have been unreâsonable ancl without care.
This Lease is made upon the express condition and in consideration of the City'sIeasing the Leased Premises herein provicled, and Lessee covenants that Lessee hereby releaiesthe City, its officers, enrployees, agents and contractors from any liability from, and vãluntarilyassrl¡îes all risk of-loss, damage or injury to the person or property of Lessee (includi¡g thlleasehold interest of Lessee herein), and its officeri, agents, inuit..r or enrployees, sublessees, assignees, transferees, licenses, concessionaires and ofãny other person in år áUout the LeasedPremises, which during the teml of this Lease nray be cauied by oi arise or occur in any maru.rer by reason of the right of flight easement set forth in this Paragraph g, including, but not li¡nitedto, loss, damage or irijury from thd following:
(a) From the flight of any aircraft of any and all kinds now or hereafter flown in, throtrgh, across, around or about any pãrtion of the airspace over the Leased Premises;
2t
171
53 (b) From noise, vibration, currents and other effects of air illt¡mination and fuel consumption, or fear thereof, arising or occurring from o, during the flight of any aircraft described in subparagraph2, or from or during the tuse by such aircraft of airport facilities, including, but not limited to, landing, storage, repair, maintenance, operation, nrn-up, and take-off of such aircraft, and the approach and departure of aircraft to or fronr said airpof.
I O. ALTERATIONS AND IJ}ÍPROVEMENTS
vements City hereby covenants and agrees that it shall at its sole cost and expense subject to the imposition of nornral real property taxes but not any special assessrnents, no later than tlie date that is six (6)months after the Delivery Date of the Parcel in qttestiorr deliver to each Parcel rvater service, storm drain and sewer service to the property line.
Tlie installatiort arrd constntction of rvater service and other facilities outside of the bor¡ndaries of the Leasecl Pt'errrises shall be at the expense of City. The installation, construction, repair and maintenance of all service assemblies, plumbing and other facilities from the rvatermeters to and within the individual businesses and buildings shallbe at the expense of Lessee.
B. Lessee lnrprovements
1. Construction Obligation. Lessee shall constmct on the East Parcel and the West Parcel the East Parcel Required Improvements and the V/est Parcel Requirement Improvements. Failure by Lessee to construct the East Parcel Required Improvements will result in the termination of this Lease only as to the East Parcel. In the event Lessee exercises its Option to lease tlie Option Parcel, Lessee shall constmct on the Option Parcel the Option Parcel Required Inrprovements. The East Parcel Required lmprovement, the West Parcel Requirement Improvements, and the Option Parcel Required Improvements (collectively, the "Required Improvernerits") shall be constructed in strict accordance rvith the plans and specifications approved by City.
A. Citv
22 172
54 2.
Paragraph l0C(2X
Improvements rvith
c), Lessee shall commence and complete construction of the in the time set forth belorv:
Subject to
Required
Pa rcel Construction Commen cement Constru ction Completion West Parcel Within 8 lllonths after Delivery Date of
West Parcel
June 30, 2003
Norlh Portion
Option Parcel,
Concept B+
March 31,2004 Febnrary 28,2005
Sor-rth Portion
Option Parcel,
Concept At
May 31,2004 November 30, 2005
South Portion
Option Parcel,
Concept C**
June 30, 2004 May 31, 2005
East Parcel,
West Portior/
Phasel:¡t<*
If Concept A, then December 31,2006
If Concept C, then July 3l , 2006
If Concept A, then June 30, 2008
If Concept C, then January 3 I , 2008
East Parcel,
East Portion/
Phase 2>F*.:t
If Concept A, then Novenrber 30, 2008
If Concept C, then May 3l , 2008
If Concept A, then December 31,
2009
If Concept C, then June 30, 2009
ú
*
*< {.
+*{<
As depicted in Exhibit ß'G-1" of this Lease
As depicted in Exhibit "G-2" of this Lease
As depicted in Exhibit "F" of this Lease.
C. General Constnrction Requirements. The Required Improvements and any other inrprovenents to be constntcted by Lessee on the Leased Premises (collectively, the "lmprovements") shallbe installed and constructed in accordance lvith the follolving provisions:
L Site Preparation.
(a) soils investieation. Prior to acceptance of any Parcel, Lessee shall engage the services of a State of Califomia certifred civil engineer who is experienced and knowledgeable in the practice of soils engineering, and who is reasonably acceptable to the City Manager (or a designee chosen by the City Manager in his or her sole discretion). Said engineer shall conduct a soils investigation of the site in accordance with a formal proposal set forth by said engineer and shall rendera written report of his findings and recommendations to the City and Lessee. Lessee shall bear the entire cost of said soils investigation analysis. (b) Risk of Lessee. Lessee shall construct improvements on the Leased Premises in compliance with all guidelines and recommendations contained in the written 23 173
55 report prepared pursuant to subparagraph (a) above; Lessee shall proceed at its own risk as to the condition of the soil.
(c) Preoaration for Develooment. Any and all rvork or activities necessary to prepare the Leased Premises for development shall be the responsibility, and be done at the cost of Lessee, subject to Paragraph l0A. City shall remove at its sole cost the soil stock-pile on the West Parcel.
(d) Grading. Lessee shall grade the Leased Premises at its orvn expense ilr accorda¡rce r be prepared by the Lessee at its own expense altd upirou.a by the Directo ty orttre city. Lessee shall obtain a gradingpermit therefor and shall grade in accordance rvith the provisions of the Torrance Municipal code anã any amendments thereto and any other applicable laws' 2' Construction'
(a) Site Plans. All constntction and reconstruction shall be in accorda.ce r,vith site pìni,r, "t*ution ¿*wings and architect's sketches required to be on file in the office of the Plarlni'g such plans, drawings and sketches as amended by L.ss.., r,vith the rvrit of the City Manager (or his or her designee .Éor.rl in iris or her sole d by Lessee in its response to the City's request io, proporols, subject to ftrrther study and negotiation' (b) Before constructing ot
reconstnrcting any inrprovem it(s) from the Director of Building and Safety ui ,.quir.d by tlie Torrance Municipal Code (rvhich incorporates the City's Buildinl and Fire Codes) ánd any amendments hereto and any other applicable laws' (c) Force Maieure. The time within which Lessee is obligated to constrnct, repair o,. ,.Uìít¿ tt't" R"çtit.d Improvements, or cure any default on the part of Lessee hereunder shall be extended for a period of time equal in dtlration to, and performance in the meantime shall be excused on account of and for and cturing the period of, any delay causecl by strikes, tlueats of strikes, lockouts, war, threats of war, insurection' invasion' actS of God' calamities, violent action of the elements, fire, action or inaction or regulation of any govemmental agency, law, ordinance, referendum, shofage of materials or labor' or other similar things beyoná the reasonable control of Lessee (collectively, "force majeure")' Adverse market conditio's or the inability to obtain financing or tenant commitments shall not constitute an event of force majeure.
(d) FAA Filine. Prior to the commencement of construction or reconstnrction, Lessee ìtr.ll nt. fott lÃAO-t and receive approval thereof from the FAA' (e) Interference with Aircraft. Lessee shall not light or operate, or cause or permit to bè lighted or opottuO, uny equipment rvhich would interfere with the 'avigation,
landing or tatioff of aircraft on the runways and in the aeronautical areas of the Airport.
(Ð re the date of commencement
of any reconstruction or Lessee shall provide such
documentation and/or perfo terms as may be agreed upon
between Lessee and tire city for the purpose of guarantying the performance of any work undertakeir bY Lessee'
24 174
56 constructed, (g) proper.tv of Lessee. Any improvements rvhich shall be Lessee lor th
ses shall be deemed the properly of
hereof, and s
l, subject to the terms and conditions
this Lease as
e expiration or earlier termination of
be responsible for all maintenallce ofall Improvements thereon constructed by Lessee rn accordance wiih the pro'isions of this Lease. inreresr or Lessee :,'|l, .r-*- îff;,J:'l|'l,i[:.ïi'r'.1j,i'ff;';î',:[îfåïj"jî parcelized (beyond the Parcels) , including without linlitation, the recording of any tentative orfinal srrbdivision or parcel map, rvithout the prior rvritten consent of the City Council in jts solediscretion, (i) Utilitv Installations
(i) Fire Hydrants. city will maintain and repair all, fìreliydrants, and associated facilities within the Leased premises, provicied that Lesseegrattts to City a stritable easement, or easenrents across and upon thå Lease¿ prernises forsuch maintenance and repair. rvarrant or affirm ,n^r rrti]'.,.", ,Jf;ot:ïå1îrÏ::and server, are or rvill be available to Lessee. Lessee, at its orvn risk and r.vithout cost orexpense to the City, shall be responsible for installation and rnaintenance on and to theLeased Premises of all such public utility services. ú) value ancl ulilitv, subject to appricabre buirding codes ancrordinances, all changes and alterations shall be of .uJh u charatier that when completed, thevalue ancl trtility of the Itnprovement changed or altered by such changes or alterations shall notbe less than the value and utility thereof immediately beforá any such change or alteration. (k) 'üorlonanlike Manner.
changes or alterations following the commencellent
rvorkmanlike manner and with due diligence.
All work done in corurection with any
thereof shall be performed in a good ancl
25 175
57 D. Liens. Lessee shall pay when clue all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Leased Premises' which claims are or may be secured by any mechanic's, raborer's, nrateriarmen's or other similar liens rein. If Lessee shall, in good faitlr, contest the
e shall, at its sole expense defend itself and City
adverse judgnrent that may be rendered thereon
the Leased Premises; provided that if City shall
frorn aud against any lien or claim of lien file
contained sñall in any respect make Lessee the
act or to nrake any contract encumbering or in a
in or to the Leased Premises or the improveme
d in case of emergency) and shall have the right
in thereon notices of nonresponsibility pttrsttant
sttch other notice which City nray deem to be
propgr for the pro.tection o[ thc interests of City' Before any Improventents' or repairs or aclditions thereto which nriglrt result in a lie¡r ôn the Leased Premises' are constructed or shall serve lvritten notice upon the City' in the
strfficient time, and in any event, at least twenty
of Lessee's intention to perform st¡ch lvork for
record notices of nonresponsibility under the
I1. IVTAINTENANCE AND REPAIRS
A. Lessee's DtttY to Maintain' Les
cause to be maintained the Leased Prentises
Premises to correct or cure the problem and any
e charge, shalt be billed to Lessee and shall be
pt of such invoice.
B. Perioclic PaintindCleanine' Cit
to require Lessee, not more frequently than
expense, to promptly paint or clean-or oth
exieriqr of uil i*ptou"ments on the Leased
appearance of and r.t to fr.r*, the improvements'-In the event a dispute arises between the ;;ii;, ^t to their ¡gtttr ár obligation, uådtt this Subparagraph l1B, City and Lessee agree to refer the dispute to'j-u-¿i.¡"lrrferãnce in accordance with the pròvisions of Paragraph}3 herein' 26 176
58 12. SU NDER
A' expiration of the term of this Lease or upon the earlierternrination I terminate without further notice and Lessee shall surrendersaid Leased and all improvements thereon, including but not by rvay oflinlitation, t ents and any alterations or additions thereto, shall remain forthe benefit of the City' Any holding over by Lessee after expiration shall not constitute a renerval or extension or give Lessee any rights in or to the Leased premises. In the event of a holdover by Lessee, Lessee shall pay to City the same rentals and iharges provided lor in thisLease; provided tliat the Minimum Basic Rent payable during such ¡lo-ld over period shall beequal to the Minimt¡m Basic Rent payable immecliately prior to the expiration of tlie term hereofincreased by trventy-five percent (25%).
B' Removal. No improveme¡rts shall be removecl frorn the Leased premises orvoluntarily destroyed or damaged during the term of this Lease rvithout the prior r,vritten consentof the City Manager, or his/her designee, which nray be granted o, ,uithhrld in the CityManager's sole and absolute discretion.
C. Movable Structtrres. Machines, trade fixtures and sintilar installations which areinstalled in any improvement on the Leased Premises shall not be cleemed to be part of the realty,and interior, nonstructural partitions, although part of the realty, may be relocated from time totime as necessary to accomrnodate Lessee's leasing program, even though such installations andpartitions are attached to the floors, walls or rooi.- oiuny building o¡ structure or to outsidepavements, so long as such installations and partitions can be renloved or relocated lvithoutstructural dantage to any improvement on the Leased Premises; provided, however, that if theremoval or relocation of any such installation or partition causes nonstnrctural damage to anypart of the irnprovement, then Lessee shall repair such damage and restore said improiement táthe same condition as originally existed upon the completion of constnrction, ordinãry and usualrvear and tear excepted; and provided further, that no holes (other than nail) or uiipaintecl orothenvise unfinished rvalls shall be left by Lessee in any improvenrent at the expiration or soonertermination of the term of this Lease, D. Personal P¡opertv. Any and all personal prope.rty of every kind and naturewhatsoever, not attached to or installed in any im or its sublessees placein upon or about the Leased premises during the ved therefrom prior.tothe expiration of the term of this Lease and shall, Lessee, be and remaintlte personal property of Lessee or its sublessee , as the case may be, provided that any suchpersonal property lefl on the Leased Premises upon surrender to ttre City it,ull Ur presumed to beabandoned by Lessee and City may dispose of iaid property in any nlir., at Lessee,s cost andLessee hereby waives any claim or right to said prop.tiy o. uny proceeds derived fronr the salethereof.
E. Liqhtins. Etc. Nohvithstanding a
anY evator, escalato
(inc and ventilating
and or not any such
damage to the improvement in which it is installed, it shall not be removed from suchimprovement except for repairs, alterations anci r equipment, without the consent of
in his or her sole discretion), and
expiration or sooner termination
27 177
59 contrary contained within tlris Subparagraph l2E, Lessee may remove, or allorv to be removed, subtenant lighting and subtenant signs to the extent that such removal may be accomplished by the simple unfastening of screws and bolts and provided that such removal does not in any way cause damage to the Leased Premises.
I3. INDBIUNITY.
Lessee has accepted the condition of the Leased Prenrises and hereby releases tlie City from and agrees to indemnify and hold the City (rvith "City" being defined for purposes of this Paragraph l3 as including City, City's Mayor, City's City Council and its members, City's boa¡ds and commissions and their respective members, and City's offìcers, employees and agents) free and harmless flom and, at City's request, defencl City against, any and all liabilities arrcl claims for damages, losses, costs and expenses (including reasonable attorneys' fees) relating to or arising fronr any irrjury or death to any persons, including, but not limited to, Lessee and its employees ancl agents, or clamage to property of any kind rvhatsoever and to rvhomsoever belonging, including, btrt not limited to, property of Lessee, from any and all cause or causes whatsoever (except City's sole negligence or willful conduct), which occurs on or about, or is in any way connected with, the Leased Premises or any buildings or other improvements conbtructed thereon during the temr of this Lease, or results or arises from the activities conducted by Lessee or its sublessees on the Leased Prenrises, 'ü/ithout limiting the generality of the foregoing, Lessee herby aglees that City shall not be liable for any injury to Lessee's business or any loss of inconre therefrom or for the danrage to the goocls, wares, merchandise, improvements, or other property of Lessee, Lessee's offices, agents, employees, invitees, custotners, or âny other person in or about the leased Premises, nor shall City be liable for injury or death to the person of Lessee, any sublessee, or any of their respective officers, employees, agents or contractors, whetlter such damages or injurl, is caused by any cause lvhatsoever (except City's sole negligence or rvillful conduct), and wlrether the same damage or injury results from conditions arising upon the Leased Prenrises or from City's activities upon other portions of the Airport.
City shall not be liable to Lessee for any damages arising fronr any act or omission of any other lessee, sublessee, or other occupant of any portion of the Airport, or their respective offi cers, emplo yees, contractors, cttstomers or invi tees.
It is the intention of City and Lessee that City be released from and indemnified, held harmless and (at City's option) defended against any and all injuries (including death) to persons and damage to property described in this Paragraph l3 to the fullest extent permitted by larv. If at any time during the term of this Lease, the right of City to be so released, indemnifred, held harmless or (at its option) defended shall be enlarged or reduced by reason of the application of any law or legal standard, City's rights under this Paragraph l3 shall be ipso facto enlarged or reduced to conform to such requirements such that City shall at all times during the term hereof be released form and indemnified, held harmless from and (at its option) defended against those matters to the fullest extent permitted under then applicable law.
Nothing in this Paragraph l3 will excuse City of its responsibility for City's sole negligence or willñrl misconduct.
28 178
60 14, INSU CE
A. Liabilitv. Lessee shall procure and maintain a policy or policies of conrprehensive public liability and property damage insurance in a gooã and solvent insurance company or companies for the benefit of Lessee, City and otherpaties rvith an insurable interest tlrat may be designated by City or Lessee and under and by tlle terms of rvhich City and such other designated parties are protected fronr and insured against any and all loss, damage or liability of rvhatsoever natttre arising out of or in connection rvith the use of or operations ón or from the Leased Premises during the term hereof. The limits of liabilit¡,on any policy of public liability insurance shall not be less than Five Million Dollars ($5,000,b00.00j combined iingle limit, per occurrence. Such policy shall be rvritten as a primary policy a¡ld noicontributory *ittt or ill excess of any policy which City and the other insLrrecls may carry and shall cover and insure Landlord and the other parties designated by City as adclitional insureds. Any such policy shall provide that any loss shall be payable to City and any other named insureds desigrated by Cityor Lessee, notwitlistanding any act or negligence of Lessee rvhich may otherwise resuit in â forfeiture of said insurance. Said insurance shall be written on an occlrrrence basis. In the event that Lessee maintains any public liability and/or property damage insurance with respect to the Leased Premises in excess of the above-requirecl insurance, Lessee shall ca¡se City to be named as an additional insirred on such other insurance.
B' Improvements. Lessee shall procure and maintain throughout the Lease term insurance rtpon the Required Improvements, including the value of all additions, alterations, replacements and repairs thereto, by whomever made, as lvell as the nrachinery, equipment and their systems fonning a part thereof, against loss or damage by any hazard insured under a so- called All Risk policy, in an amount equal to not less than one hunclred percent (lOO%) of the full replacement cost thereof (excluding cost of excavations, foundations, iootings, underground pipes, conduits, flues and dLains) without diminution of such cost for àepreciation or obsolescence. During the cottrse of constntction of the Required Improvements, said insurance shall be in the form of a Builder's Risk Completed Value Insuránce Policy. The policies eviclencing such insurance shall name Lessee, City, and any other person tuith a' insurable interest designated by City or Lessee as additional irrsurecls. Said polily shall include a one (l) year rental loss endorsement in favor of City, Said policy may be endorsed rvith a mortgagee's loss payable endorsement for the benefìt of any encumbrancer on Lessee's leasehold estate, provided that such encumbrancer agrees to make the proceeds of such insurance available for the reconstrttction and repair of damage to the Required Inrprovements, rvithout ofßet or dedr.¡ction.
Lessee shall promptly deliver to City a true and correct copy of the recorded counterpart of any stlc,h encttmbrancer's ntortgage or deed of trust and renewals or extensions thereof ãvidencing that the proceeds of any such policy of insurance are to be made available for reconstnrction anã repairs as required by this Paragraph. The foregoing policy shall contain an agreed-amount clause waiving coinsurance and Lessee shall annually update the amount of insurance coverage and arrange to continue the agreed-amount clause. The foregoing policy shall also contain, îo the extent applicable, endorsements providing coverage for demoliiion óosts, increased cost of construction, and contingent liability from operation of building laws. At City's option, Lessee's insurance shall include earthquake insurance, provided such .ourrug, is obtainable at commercially reasonable rates.
C. Fire Insttrance. Lessee shall procure and maintain a policy or policies of standard fire and extended coverage insurance covering Lessee's trade fixtureì, fumishings and equipment in an amount equal to not less than ninety percent (90%) of the full insurable val-ue thereôf änd to procure an appropriate clause in, or an endorsement on, any such policy of fire and extended coverage insurance, pursuant to lvhich the insurance company or .o^p.nies waive subrogation 29 179
6l
or consent to a rvaiver of right of recovery against City if available at commercially reasonable rates.
D. Workers' Compensation. During the course of any construction, repair and,/or alteration to the Leased Premises, Lessee shall maintain or cause to be maintained workmen's compensation insurance as may be required by lalv, covering all persons employed in con¡ection with such rvork.
E. Carrier Ratine. All policies enumerated in this Paragraph 14 shall be issued by an insurer admitted to do business in California ''vhich qualifìes as a member of the California Insurance Guaranty bond, and which is rated in Best's Insurance Guide with a fìnancial rating of Class V[A+ or better, or as n]ay be accepted in rvriting by the City Manager, F. Evide¡rce of Insurance. Lessee shall deliver to City policies evidencing the insurance procured by Lessee under the terms hereof, or to deliver in lieu thereof certif¡cates of coverage from the insurance company or companies writing said policy or policies of insurance, rvhich certificates shall, anrong other things, designate the conipany rvriting the same, the nttmber, amortnt and provisions thereof.
G. Cancellation. All insurance policies shall contain a provision that said policies shall not be cancelled or termi¡rated lvithout thirty (30) days' prior written notice from the insurance compâny to City and the other named insureds and the cerlifìcate or policy required by subparagraph E above shall so provide. Lessee agrees that on or before ten (10) days prior to expiration of any insurance policy, Lessee rvill deliver to City and any other named insureds designated by City written notification in the form of a receipt or other similar dcicument from the applicable insurance conìpany that said policy or policies have been renewed or deliver certificates of coverage fronr another good and solvent insurance company for st¡ch coverage, H. Lessee's Failure to Provide. If Lessee shall fail to timely procure any policy requirecl to be maintained by Lessee hereunder, or renerval thereof, or to evidence the procr¡rement or renewal thereof by delivery of the certificates or renerval notifications required by tlris Paragraph 14, City nray (but it is not required to), after having given not less than five (5) clays'prior wriften notice to Lessee, procure such insurance and charge the cost thereof to Lessee as additional rental payable in full on the next rent paynrent date. Lessee shall not do or permit to be done anything lvhicll shall invalidate the insurance policies to be maintained by Lessee herettnder.
I. Periodic Increases. City shall have the right from time to time to increase the anrounts of insurance required to be maintained by Lessee.
I5. CASUALTY DAI\{AGES
In the event the whole or any part of the Required Improvements shall be damaged or destroyed by fire or other casualt¡ damage or action of the elements, at any time during the term of this Lease, Lessee shall lvith all due diligence, at Lessee's sole cost and expense, repaiç restore and rebuild the Required Improvements on the same plan and design as existed immediately prior to such damage or destruction (subject to such changes as may be required by any local govemmental authorities as a condition to obtaining building permits to rebuild), and to the sanre condition that existed immediately prior to such damage, provided, however, that if the Required Improvements are destroyed or damaged during the last ttree (3) years of the term of this Lease, and provided further that the extent of such damage or destruction is one-third (1/3) 30 180
62 or more of the replacement value of the Required Improvements imntediately prior to the occLllrence of such damage or destruction, then Lessee may cancel this Lease by giving rvritten notice of its election to do so to Landtord within one hundred twenty (120) days añer such dalnage or destruction, in which event Lessee need not restore or rebuild the Required Improvements, but shall (i) if required by City, demolish and remove the danraged Required Improventents and level and clear the site and leave such areas broom clean, and (ii) subjLct to the rights of any institutional lender holding a deed of tmst upon Lessee's interest in the Leased Prelnises, release to City any interest of Lessee and/or its encumbrancers in and to the insurance pr'oceeds from the insurance to be provided by Lessee pursuant to Paragraph t4B above, less reasonable costs, if any, incuned by Lessee to remove the damaged Required Improvements and level and clear such areas. In the event of any restoration or reconstruction pursuant to this Paragraph, the insurance proceeds available in consequence of such clamage, if any, shall be made reasonably available to Lessee by City for said purpose. Prior to any such restoration and reconstntction as herein provided, the drarvings and specifications therefor shall be submitted to City and any other necessary parties for their approval. City agrees that its approval of such drawings and specifications shall not un¡easonably be withhelcl. All st¡ch work performed by Lessee shall be constructed in a good and lvorkmanlike manner according to and in conformance with the laws, ntles and regulations of all governmental bodies and agencies and t¡e reqttirements of Paragraph 10 and applicable to the original constnrction of the Required Improvements. The rental and other charges payable hereunder shall not abate or be redr.rced by reason of any such casualty damage.
16. ASSIGNMENT AND SUBLETTING
A, General.
l. Prohibition. Lessee shall not assign, sell, encumber (except as pemritted by this Lease), pledge or otherwise transfer all or anypart of Lessee's leasehold estate hereunder or permit the Leased Premises or any portion thereof to be occupied by anyone other than Lessee or Lessee's entployees or snblet the Leased Prenrises or any portion thereof, witliout City's prior written consent in each instance, which nray be u,ithheld in City's sole and absolute discrãtion.
2. Pernlitted Subleases. Lessee shall have the riglrt to enter into subleases in the ordinarycourse of business, forspace in thebuildings located on the Leased Premises forthe uses permitted herein provided the form of sublease has been previously approved in writing by the City Manager, or a designee chosen by the City Manager which form of sublease rvill no1 be unreasonably disapþroved; provided, however, that no such sublease may have a term, including renewals and extensions, lvhich actually or potentially extends beyond the term of this Lease, ancl provided, further, that the prior written consent of the City Manager, (or a designee chosen by the City Manager in his or her sole discretion), must be ñrst obtained as hereinafter required for any Sublease for which:
approved bv cirv (*hÍ:l ^roll"fä"'-'":;;'iÏ::;'ä:':iîiä:ï',î,f,îi:jT;.i',il 3:il^îÌi and use of st¡ch srtbleased area is subject to the terms and conditions of this Lease); or (b) The proposed sublesspe has requested that the city execute a nondisturbance âgreement inuring to the benefit of such propbsed sublessee.
3. Affiliate Transfers. Any of the transfers listed in subparagraphs (a), (b) or (c), below, shall be deemed an æsignment prohibited hereby unless the written consent of the 3l
181
63 City Council or its designee be first obtained thereto rvhich consent shallbe deemed given unless the City Council rejects the requested assignment within sixty (60) days following its request to do so:
(a) If Lessee or any entityi owing any interest, direct or indirect, in Lessee is a partnership or joint venture, a rvithdrarval,iaddition orchange (voltrntary, involuntary, by operation of lau,, or othenvise) of nrore than fifty percent (50%) of the interests of general partners orjoint ventì.trers of sLrch partnership or joint venture; or (b) If Lessee is contposed of more than one person, a ptrrported assignment or transfer (voluntary or involLtntary, by operation of larv, or othenvise) of more than fifty percenl (50%) to any person or entity not ctlnently coniprising Lessee; or (c) If Lessee or any entity olvning any interest, direct or indirect, in Lessee is a corporation or other entity (other than a corporation whose shares are ptrblicly traded on a recognized stock exchange), a charrge of ntore than fifty percent (50%) in the ownership (voluntary, involuntary, or by operatiott of law, or otherwise) of 'any of its stock or other olvnership or voting interests to any person or entity not currently comprising Lessee.
4. Notice. Lessee shall give the City prompt written notice of any such c¡ange in the direct or indirect orvnershi¡r in Lessee, including but not limited to any change in or to the Partners of Lessee rvhether or not the consent of the City is required therefor.
5. Tilning. Any assignment, sublease or other transfer consented to by the CityCouncil orits designee shall be consurnmated within 180 days of the City Council's consent theieto, and if not so consumr¡rated rvithin such period, the City Council's consent thereto shall be void and be of no force or effect and tlie City's conscnt according to this Paragraph 16 shall again be required prior to any assignment, sublease o¡ other transfer except as provided in Paragraph (2) above.
B. Vestinq. As a condition to the vesting of any rights in this Lease or in the leaseholcl estate created hereby in any assignee or sublessee of the Lessee's interest hereunder (except a sublessee under the Provisions of subparagraph A2 of Paragraph 16), whether voluntary or involuntary, each such proposed assignee or sublessee shall first have delivered to the City Clerk of the City a u,ritten notice of such proposed assignment or sublease, lvhich ¡rotice:
(a) shall contain a statement that the proposed assignee or sublessee agrees to be bor¡nd by all the terms, covenants and conditions of this Lease which are to be performed by Lessee;
(b) shall state the name and address of the proposed assignee or s¡blessee for the purpose of enabling notices to be given under Paragraph 25 herein; and (c) shall state rvhether the proposed assignee or sublessee is an inclividual, a corporation, partnership, joint venture or other entity; and if such assignee or sublessee is a corporation or other entity, the names of such corporation's or entity's principal officers and directors, its state of organization, the amount of capital stock or other evidences of ownership authorized and outstanding at the time of the assignment, the number of shareholders or other interest owners and the name and address of every shareholder or owner who directly or indirectly owns or controls frve percent (5%) or more of such stock or other evidences of ownership (stating the number of such shares or other evidences of ownership); and if such 32 182
64 assignee orstlblessee is apartnership orjoint venture, the names ancl addresses of all menlbers ofsuch partnership or joint venture.
C. Voidabilitv
violation of or rvhich is not
shall be voidable by the City
Any sale, assignment, sublease or transfer rvhich has been made in in substantíal conrpliance rvith the provisions of this paragraph l6 and shall constitute a ntaterial default under this Lease.
D. Nonclistttrbance and Attornntent. Except to the extent a separate nondisttrrl¡ance and attornment agreement belween a lender of Lessee and any sublessee oith. Leased premises shall control, all strbleases of the Leased Prenrises shall be suúject and subordinate to this Lease,ancl ttpon the expiration or sooner termination of this Lease, all subleases of the Leased premises which are not in default shall either terminate or be assigned to the City a¡d all such sublessees under subleases assigned to the City shall attom to the Ciiy.
E. Encunlbrances by Citv. The City shall not encumber its fee interest in the LeasedPremises unless sttch encumbrance shall be expressly subordinated to this Lease, to anyLeasehold Mortgage, to any new lease entered into pursuant to subparagraph l7C(4) below aná to all subleases arising therefrom.
17, LEASEFIOLDMORTGAGES
A' Lessee may, fronr time to time, rvithout obtaining theco¡lsellt of Cit ge, pleclge or alienate Lessee's leasehold estate and ñghtshereunder as s any indebteclness of Lessee to any bank, savings and ióapassociation, in her institutional lender, so long as the loan-to-value ratio cloes not at portion of the completed pro]ect. City lvill cooperate as rnay be ing institutions as â pr.r.quirite to Lessee's óbtuiningconstruct The holder of any sr.rch lien so long as the same shall be a first and d esrate c f Lessee, is herein referied to as "mor1gagee,,, The mortgagee or its assigns may enforce such lien and acquire title to the leasehold estate-iñ anylarvft¡l way and, pending foreclosure of such lien, the n',à.tgrgr. may take possession of and operate the Leased Premises performing all obligationr p.rfor.able úy rnorigog".; and, uponforeclosure of sttch lien, by power of sale, judicial foieclost¡re o1. upon uãquiriiion of 'the leasehold estate by deed in lieu of foreclosure, the nrorlgagee may, wit-hout further consent ofCity, sell and assign the leasehold estate hereby created. Àny p.rron or entity acquiring suchleasehold estate so sold and assigned by the mortgagee shall bå lìable to p.rform the obligãtionsinrposed oú Lessee by this Lease only during the period such person has ownership ãf sai¿Ieasehold estate or possession of the Leased premises.
B' not
to any default no
of which City ess
be mailed or the mortgagee shall be given by registered orcertified mail, return receipt requested or by overnight couriir, addressed io the mortgagee at the t in the performance of any of the
Lessee's part to be performed, the
Lessee for curing such default, to
e to be cured or made good whether the sameconsists of the failure to pay rent or the failure to perform any other *uitq or thing, ,n¿ Cììyshall accept such performances on the part of any mortgagæ ur though the same had been doneor performed by Lessee. Mortgagee shall have no responsibility for Lessee's monetary 33 183
65 obligations r,vhich accrued more than ninety (90) days prior to mortgagee's receipt of notice of suchmonetarydefault. IncaseofadefaultbyLesseeinthepaymentofmoney,Cityrvill takeno action to effect a termination of this Lease by reason thereof unless such defatrlt has continued beyoncl l5 days alter City shall have served a copy of such notice upon the mortgagee, it being tlie intent hereof and the understanding of the parlies that the moftgagee shall be allorved up to, but not in excess of l5 days after the service of such notice to cure any default of Lessee in the payment of rent or in the making of any other nronetary paynlent required under the terms of this Lease.
in case of any non-monetary default by Lessee, City will take no action to effect a tennination of this Lease by reason thereof unless such default has continuecl beyond the period available to Lessee for curing said default, and then only afler City shall have given to mortgagee all time reasonably necessary after the expiration of Lessee's period for cttring such default rvith due diligence $'ithin lvhich either (i) to cure such default in the case of a default which does not require possession by the mortgagee or a receiver to cure; (ii) to obtain possession of the Leased Prenrises (including possession by a receiver) and to cure such default in the case of a default lvhich requires possession by the modgagee or a receiver to cure and such default is reasonably sr,rsceptible of being cured when the mortgagee or receiver has obtained possession thereof; or (iii) to institute foreclosure proceedings and to complete such foreclosr¡re proceedings or othenvise acqnire Lessee's interest under this Lease in the case of a default which requires possession by the mortgagee and is not reasonably susceptible of being cured by the mortgagee (it being t¡nderstoocl that mortgagee shall have no responsibility to cure any default which is not reasonably susceptible of being cured by it). No mortgagee shall be required to continue such possession or continue sucli foreclosure proceedings if the default which prompted the service of a notice of default has been cured. In the case of a default described in clattse (i) of this paragraph, it shall be a condition to City's forbearance to terminate this Lease that the nrortgagee commence the cure of such default with due diligence within forty-five (45) days of the expiration of Lessee's period for curing such default and that the mortgagee thereafter diligently prosecute such cure to completion. In the case of a default described in clause (ii) or (iii) of this paragraph, it shall be a condition to City's forbearance to temlinate this Lease that the said default not cured by Lessee r.vithin the cure periocl provided for in this Lease constitutes a default by Lessee nncler the mortgagee's nrortgage or deed of trust that will pernrit the rnoftgagee to obtain the appointment of a receiver, as in the case of a default described in clause (ii) above, and to foreclose its mortgage or deed of tr-ust by judicial or private power of sale foreclosure proceedings as in the case of a default described in clause (iii) above. As long as there is a moñgagee, all bankmptcy and insolvency defaults as referenced in Paragraph l8 below shall be applicable only with respect to the party which is then the owner of Lessee's interest under this Lease, and neither the bankruptcy nor the insolvency of Lessee shall operate or permit City to terminate this Lease as long as all rent specified in this Lease and all other charges of rvhatsoever nature payable by Lessee continue to be paid in accordance with the terms of this Lease, the nrortgagee performs all of the remaining covenants of this Lease to be performed by the I,essee susceptible of being performed by such mortgagee in accordance with the terms of this Lease and the mortgagee has reseryed the right to institute and thereafter institutes and diligently prosecutes to completion judicial or polver of sale foreclosure proceedings under its deed of trust or mortgage based npon such bankruptcy or insolvency default. The time available to the mortgagee to initiate foreclosure þroceedings as aforesaid shall be deemed extended by the number of days of delay occasioned by judicial restriction against such initiation or occasioned by other circumstances beyond the mortgagee's reasonable control.
Following the acquisition of Lessee's leasehold estate by mortgagee, or its designee, or by any purchaser either as a resÌ¡lt of foreclosure or acceptance of an assignment in liêu of 34 184
foreclosure, such ,'Acquiring pafly" shall, as
to be cured and all unperformed covenants o
covenants which can¡ot in the exercise of re
Acquiring Party rvhereupon City's right to
delault(s) and covenants in question shall
rty (rvho may, bLrt need not be, the rnortgagee) at
¡ires such Lessee's interest by vinu; ðf in.
City shall recognize the AcqLtiring parly as
inue as a direct lease betrveen the Àcquiring
.
" "
i.,'[i
o;"'
i' i i: :iå ; : ;ï, iï :: ffi:
"1
i:
obligations under this Lease. The Acquiring
n liability for the performance of the Lessee's
inrposed on Lessee by this Lease that are i
Acquiring Party has ownership of said sublea
only if such obligations are reasollably suscepti
C' No Strbordination. Nothing contained in this Lease shall be construed as anagreement by City to encumber City's fee interest in and to the Leased premises for the benefit ofLessee or as granting to Lessee the right to encumber such interests of city. - D' Consent to Surrender. Without the prior consent of the mortgagee, neither thisLease,nor the leasehold estate created by this Lease shall be sunendered, cancelled, modified oramended (except with respect to tennination pursLrant to anycasualty, clanrage or of any eminentclomain proceedings.conceming the r,vhob óf th" Leased pr.mir.s'o¡. uny"tennination of thisLease r'vhich Lessee is authorized to elect to make as a result of any e,nineni donrain proceedingsconceming less tlian the rvhole of the Leased Premises, as provided in paragraphs l5 and 2l orany tetmination pttrsttant to Paragraph 3C above or pursuánt to paragraph lg belorv followingexpiration of the rightto cure periodiprovided for in Þaragraph lS una in tl,i, paragraph lT) andno agreenent pttrporting to sunender, cancel, terminate, modify or anrend this Lease withoutsuch consent shall be valid or effective.
E' ee's leasehold estate into City's fee title shall resultor be deemed of City's and Lessee's estates by the same party or.by reason of a the priãr consent of the mortgaçe. d Lessee shall at any reasonable time and from
rior written request by the other, deliver to the
ten statement certifying that (a) this Lease is
ase has been modified or if this Lease is not
dification or the basis on which this Lease had
knowledge, the requesting party is not in
stating the specific nature and extent of the
ther monetary obligations under this Lease
rer information as the requesting party mayreasonably request. Each certificate delivered pursuant to this paragraph may be relied upon byany prospective purchaser or transferee of the City's or Leiseeis respective interests in theLeased Premises. 66 35
185
67 I8. DEFAULT AND REMEDIES
A. Defaults. The occurrence of any one or more of the following events shall constitute a material clefault and breach of this Lease by Lessee: (i) the failure by Lessee to make any payment of any Minimum Basic Rent, Percentage Rent, or Additional Rent or any other sunrs-payable by Lessee under this Lease, rvithin (5) days of the date required to be made by Lessee hereunder; (ii) the vacating or abandonment of the Leased Prentises by Lessee; and liii¡ ttre fail¡re by Lessee to observe or perform any other obligation hereunder rvhich shall not be remedied to the satislaction of City within thirty (30) days after u,ritten notice from City specifyi¡g s¡ch failure to perform (or, if sLlch failure can¡rot reasonably be remedied by Lessee ,uithi. thirty (30) days, ilLessee shall not have comrnenced appropriate action to effect srrch rernedy rvit-hin said t¡irty (30) day period and thereafter prosecuted sucli action to conrpletion witll aít due diligence) horvever, Lessee shall not be in default (and its time for performance shall be extended accordingly) for any reasonable delay the cause of which is the City's unreasonable failure to timely p.rfórnr any of its obligations under this Lease; (iv) the making by Lessee of any general anangement or assignment for the benefit of creditors; (v) Lessee becomes a ',debtor" as defined in ll U.S,C. $ 101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is disnrissed rvithin 60 days); (vi) the appointment of a irustee or receiver io take possession of substantially all of Lessee's assets located at the Leased premises or of Lessee's inierest in this Lease, u'here possession is not restored to Lessee rvithin thirty (30) days, or (vii) the attachment, executiort or other judicial seizure of substantially all of Lessee's assets located at tlie Leased Premises or of Lessee's interest in this Lease, where sttch seizure is not clischarged within thirty (30) days. In the event of any such default or breach of Lessee, then City may at any time thereafter, witliout linriting City in the exercise of any right or remedy,,vhich City niay have by reason of such clefault or breach: (i) irnmediately terminate this Lease a¡cl Lessee's right to possession of the Leased Premises; (ii) continue this Lease in effect without te¡ninating Lãsse.'i right to possession even though Lessee has breached this Lease and abandoned the Leased prenrises and enforce all of City's rights and remedies under this Lease; provided, however, that City may at any time thereafter elect to terminate this Lease for sttch p.evious breach by notif,ing Lessee in rvriting that Lessee's right to possession of the Leased Þremises has been terminated; and (iii) pursr¡e any other remedy nolv or hereafter available to City under applicable law.
B. Receipt of Rent Not Waiver of Default, Tlie receipt by the City of Minimum Basic Rent, Perc"ntugr Rent, Additional Rent or any other charges due to the City, rvith knowledge of any breach of this Lease by Lessee or of any default on the part of Lessee in the observanlce or pérformance of any of the conditions or covenants of this Lease, shall not be deemed to be a waiver of any provisions of this Lease. No acceptance by the City of a lesser sum than the Minimum Basic Rent, Percentage Rent, Additional Rent, or any other charges then due shall be deemed to be other than on account of the earliest installment of the Minimum Basic Rent, Percentage Rent, Additional Rent or other charges due, nor shall any endorsement or statement on rny check or any letter accompanying any check or payment as the Minimum Basic Rent, Percentage Rent, Additional Rent or charges due be deemed an accord and satisfaction, and the City may accept such check or payment without prejudice to the City's right to recover the balance of such installment or pursue any other remedy provided in this Lease.
C. Failure to Enforce Covenant Not Invalidation. No failure on the part of the City to enforce any covenant or provision herein contained, nor any waiver of any right hereunder by the City shalidischarge or invalidate such covenant or provision or affect the right of the City to enforcã the same in the event ofany subsequent breach or default, unless expressly agreed to by the City Manager in writing.
36 186
68 D.
any of the Min
The receipt by the City of
any other cons
r any other sunl of money or
notice by City nlan¡er of the term, or after
destroy, or in any manner impair the efficacy of
given hereunder by the City to Lessee prior to
consideration, unless so agreed to in writing and
I9. RIGHT OF ACCESS
City and Cjty's officers, employees and agents shall have the right to enter upon theLeased Premises thereon during normal bt¡sinessllourc upon trvo (2) business days'writtennotice to Lessee (excepted in case of emergency) for the purpose of inspecting the sanre andwithotlt prior notice to Lessee to post notices of non-responriuílity or anyãther notices the Citymay reasonably deem necessary or desirable. 20, OUIET ENJOYMENT
Subject to all rights reserved by City under this Lease and to the title exceptions existingas of the Effective Date, the City covenants that Lessee, upon paying the rent expressly reservedi¡r this Lease and observing and keeping the terms,.ou.n"ntr, and conditions of this Lease on itspaft to be kept and performed, shall lawfulty and quietly hold, occupy and enjoy the LeasedPremises during the term of this Lease, without hindiance from City o.'thoæ lawfully clainiingan interest in or to the Leased premises through or r-rnder city. 27, CONDEMNATION
A. Condemnation. In the event pio exercise of thepov/er of eminent domain by any larvful author ãf ony parcet, and as a result of such taking, ti,fiï"t:[:Ï be suitable for the operation of the type of u shall have theoption, by written notice to city at any time priór to the date that such dPremises is taken by the conclemning authorit¡ to tenninate this Lease as eParcels containing .such condemned portion, effective as of the date econdemning authority. In the event of such termination, rent shall be p fterminatioli and any unearned rent shall be refunded to Lessee. Lessee shall not grant a right ofentry to any condemnor lvithout the written consent of City .
B, Sh ris Lease, or should any such taking notbe suffìcient to al e shall terminate as to ihe portion of theLeased Premises of said portion is taken, but this Leaseshall continue in der of the Leased Premises and Lessee, at itsolvn cost and expense, shall promptly restore th condition existing just prior to such taking. Les
of the Required Improvements, be entitled to a
pursuant to Paragraph 5 of this Lease thereafter
(i) the reduction in the fair market rental value of the Leased premises as improved followingsuch a taking and resto¡ation and repair by Lessee (valued at the actual. use of the LeasedPremises) and (ii) the fair market rental value of the Lèased Premises ur i.npiourd immediatelyprior to such taking (valued at the actual use of the Leased premises). 37 187
69 C. Arvard' In the event that an arvard is made for an entire or partial taking or fordamage to the Leased Premises or any interest therein in any action in direct o, lnu.rr. condemnation or in the event of a taking under the porver òf eminent domain, the parties hereto agree that their respective rights to tlle arvard or conrpensation paicl shall be as follorvs:
(a) City shall be entitled to that portion of the arvard received for the taking of the real property r.vithin the Leased Prenrises, exðlusive of all Requirecl Improvements ancl other Improvenrents placed on the Leased Prenlises by or under Lessee. (t ) Lessee shall be entitled to that portion of the arvard receivecl fo¡.the taking of Reqtrired Improvements and other Improvements placed on the Leased premises by orttnder Lessee and to any alard that may be nrade for the taking of or injury to Lessee,s bt¡siness and profits or on accot¡nt of any cost or loss Lessee or its st¡bténants mãy sustain in the removal of its or their merchandise, fixtures, equipnrent and fumishings from the Leased premises; provided, ìtolvever, that rvith respect to any taking or awarcl oðcurring after the one h'ndred t'ventieth (l20th) full calendar month of tlie tenn of this Lease, any such arvarcl received for the taking of or damages to Reqtrired Improvements or other Improvements placed on the p¡emises by or under Lessee shall be prorated bettveen City arrcl Lessee based on tl.'" ratio between the number of years ahd partial years remaining in the Lease term to thiny-three (33) years. For example, in the event the date of taking occurs rvjtlr th¡ee (3) years left in the Lease term, Lessee r'vould be entitled to one-eleventh (l/l lth) of the a'vvard for the taking of or damages to the Required Improvements or other Improvements
(c) Any severance damages and interest payable on the total award shall be divided between City and Lessee in the same ratio as are ihe arvarcls granted to them pursuant to tlie other provisions of this subsectjon.
(d) Lessee shall not be entitled to any portion of the award on the basis that Lessee's interest in tliis Lease has a bonus value (i.e. that the fair rental value of the Leased Premises for all or ally portion of the remainder of the term hereof exceeds the rental reserved runder this Lease for such period).
22. FAIR MARKBT VALUE
A, Fair Market value Defined. "Fair Market value" shall mean:
When applied to the land of the Leased Premises or any portion thereof, the fair market value of such land, exclusive of the lmprovements thereon, baseA upon the uses of the Leased Premises permitted under this Lease, as the same may from time to time be amended; V/hen applied to the Improvements located at the Leased Premises, or any portion thereofl, the fair ntarket value of such Improvements, exclusive of the land of the Leased Premises, based upon the uses of sttch Improvements permitted under this Lease, as the same may from time to time be amended;
When applied to the entire Leased Premises, or any portion thereof,, and all Inrprovements located thereon, the fair market value of such land-.nd 6provements in the aggregate based upon the uses of the Leased Premises permitted under this iease, as the same may from time to time be amended;
When applied to the Lessee's leasehold interest ünder this Lease together with Lessee's interest in all Improvements located on the Leased Premises, the fair market vatue of 38 188
70 sttch leasehold estate and intprovements in the aggregate based upon the uses of the Leased Prelnises and st¡ch Improvements pernritted under this Lease, as the lur. rry fronr tinre to time be amended; and
When applied to the City's interest under this Lease together rvith the City's i¡rterest in the land of the Leased P¡enrises and all Inrprovements located on the Leased premises, the fair nrarket value of such interests in tlre aggregate based upon the uses of the Leased Pret¡ises permitted under this Lease, as the sanle n'ìay from time to time be anrended.
B. Failure to ¿\sree. If the parties cannot agree on the Fair lvfarket value of the Leased Premises within thirty (30) days of the clate that such Fair Market Value deten¡ination becomes necessary under any of the provisions of this Lease, then such Fair Market Vah.re shall be determined by appraisal in accordance rvith subparagraph C of this Paragraplt22.
C. Appraisal,
If appraisal is reqtrired to fix the Fair Market Vatue, such appraisal shall be condtrcted in the following ntanner: rvithin five (5) days follorvirrg the expiration of the thirty (3O)-day period during rvhicli the parties have been unable to reach agreenrent on the Fair Market Valtte, the City shall appoint an appraiser and give rvritten notice thereof to Lessee and rvithin five (5) days after the service of such notice, Lessee shall in like manner appoint an appraiser and give written notice thereof to the City, or in case of the failure of either party hereto so to do, the appraiser appointed by the other party shall alone conduct the appraisal, rvlrose cletermination of Fair Market Value shall be binding ancl final, and the remaining provisions of this paragraph 2ZC shall be disregarded. If tr.vo appraisers are thus appointecl then they shall select and ãppoint in ',vriting a third appraiser aud give written notice thereof to tlie City and Lessee, or if within five (5) days after the appointment of saicl second appraiser, the tr.vo appraisers shall fail to appoint a third, then either party heleto shall, at its own expense, have the right to make application to the Superior Court of Los Angeles County, Califomia to appoint such thircl appraiser'. All appraisals nrust be completed rvithin thirty (30) days following the selection of the last appraii.r to bt designated. All such appraisers shall be experienced in real estate valuation ¡natters and shall be both impartial and un¡elated to either of the City or the Lessee.
The arithmetic average of the trvo determinations of fair market value of the th¡ee appraisers so appointed (in either mamer) lvhich are closest in value shall be deemed to be the Fair Market Value and the third detemrination thereof shall be disregarded.
Each or the parties hereto shall pay for the services of its appointee and one-half (l/2) of the fee charged by the third appraiser and of all otlier proper costs, rvith the exception of attorneys' fees which shall be borne solely by the party incurring such fees.
23. JUDICIAL FERENCE
In the event that a dispute arises between the parties in instances under this Lease which call for judicial reference, the City and Lessee agree to refer the djspute to judicial reference in accordance with the provisions of Section 638 et seq., of the California Code of Civil procedure.
The paÍies shall agree upon a single referee who shall then try all issues rvhether of fact or law, and report a finding in and a judgment thereon. If the parties are unable to agree upon a referee, either party may seek to have one appointed, pursuant to California Code of Civil proceduró Section 640. The cost of such proceeding shall initially be bome equally by the parties. However, the prevailing party in such proceeding, or in any litigation between thã parties, shall be entitled, 39 189
7l
in addition to all other costs reasonably incurred, to recover its reasonable attorneys' fees and its contribution for the cost of the reference as an item of damage or recoverable costs.
24. AUTHORITY
A. City Representations. City rvarrants that it has full right, legal capacity and authority to enter into and perlorm its obligations under this Lease ancl except as otherwise set forth ln this Lease, no approval or consent not heretofore obtained is necessary in connection '"vith its exect¡tion on behalf of City or the peLfornrance of City's obligations hel.eunder.
B. Lessee Representatio¡rs. Lessee rvanants that it has full right, legal capacity and authority to enter into and perfomr its obligatiorrs under this Lease ancl except as otherwise set forth in this Lease, no approval or consent not heretofore obtained is necessary in connection witli its execution on behalf of Lessee or the perfornrance of Lessee's obligations hereunder.
25. NOTICES
A. Notices to Citv, The address for all Noticcs (hereinafter defìned) given by Lessee to City shall be:
City of Tonance
303 I Torrance Boulevårtl
Torrance, CA 90503
Attn: City Clerk
Fax: (310) 6l 8-2931
and
City of Tonance
303I Tonance Boulevard
Torrance, CA 90503
Attn: City Manager
Fax: (310) 618-5891
40 190
72 B. Notices to Lessee. The address for all Notices hereunder given by City to Lessee shall be
Torrance Flite Park, LLC
24050 Madison Street, #202
Torrance, CA 90505
Attn: Ralph Martin; Hassan Izad
Fax: (310) 54i-1580
ancl
Murtaugli Miller Meyer & Nelson LLP
2603 Main Street, 9'h Floor
Irvine, CA 92614-6232
Attn: Richard P. Hidalgo
Fax: (949) '794-4099
C. Effectiveness. Any and all notices, denla¡rcls or other communications ("Notices") required or desired to be given hereunder by either party shall be in writing and shall be validly given or made by any of the following rnethods: (i) by personal delivery; (ii) bV facsinrile transmission if also concurently cleposited for delivery by United States mail in the rnanner described in clause (iii); (iii) by deposit in the United States mail, certified or registered, postage prepaid; or (iv) by delivery by a same day or overnight courier (e.g., Federal Express, etc.); For Notices served personally or by courier, service shall be conch¡sively deemed made at the time of such personal service or refusal to accept service, Notice served by facsimile transmission shall conclusively be deemed to have been made as of the earlier of (a) the first btrsiness day following tl're date of transnrission to the facsimile number, if any, shown above, so long as the senderhas reasonable confirmation of the receipt by the receiving facsimile nlachine of the facsimile transmission; or (b) the date of receipt or refusal of the concunently mailed copy of tlie Notice. If such Notice be given by mail, such shall be deemed delivered uporr actual delivery or refusal to accept delivery, addressed to the party to rvhom sr¡ch Notice is to be given at the address set forth above. Any party hereto may change its address or facsimile number for the purpose of receiving Notices as herein provided by a written notice given in the manner aforesaid to the other party or parties hereto. Notwithstanding the prescribed methods of delivery set forth above, actual receipt of written notice by the parties shall constitute notice given in accordance with this provision on the date received or refused. 26, GENERAL PROVISIONS
A. Remedies Cumulative. No remedy or election provided in any provision of this Lease shall be deemed exclusive unless so indicated, but shall whenever possible be cumulative rvith all other remedies in law or equity except as othenvise herein specifically provided.
B. Arnendnrents and Modifications. This Lease shall not be amended or modified in any !vay, and no purported amendment or modification shall be effective, unless the same has been (i) approved by the City Coüncil and set forth in a written instrument, expressly purporting to amend this Lease, executed by the City Manager or his or her designee or the Mayor for the City; (ii) executed by Lessee; and (iii) approved in rvriting by any Approved Leasehold Mortgagee.
4t
191
73 C. Lìtieation Expenses. lf either party to this Lease conrrìences an action against the other party to this Lease arising out of or in connection rvith this Lease, the prevailing party shall be entitled to recover reasonable attorneys' fees, expert rvitness fees, costs of investigation, and costs of suit from the losing party.
D. Tinre. Time is of the essence of this Lease.
E. Headines. The paragraph headings contained in this Lease are for convenience and reference only, and are not intended to and shalì not define, govern, linlit, nlodify or in any manner affect the scope, nreaning, or intetrt of any provision in this Lease.
F. Successors in l.nterest. Except as othenvise provide lterein, each and every or ter6, covenant and condition of this Lease shall inure to the benefit of and shall bind, as the case rnay be, not only the parlies hereto but each ancl every of the heirs, exectttors, administrators, successors, assigns and legal representatives of the parties hereto.
G. Waivers. The waiver by either Lessee or the City of any of the covenants, agreements, obligations, conditions, temrs or provisions of lhis Lease shall not be construed to be a waiver of such covenant, agreement, obligation, condition, term or provision ttpon any strbseqrrent breach of the satne or of arry other covenant, agreement, obligation, condition, term or provision herein contained. All waivers must be in u'riting and siged by the appropriate authorities of the party to be charged.
H. Gerlder and Number' In this Lease, rvhenever the context so requires, the mascnline gender includes the fenlinine and/or neuter, and the neuter gender includes the masculine and/or fenrinine, and the singular number includes the ph-rral and the plural includes the singular.
L Mernorandunl of Lease. Neither party will suffer or pemrit all or any part or a copy of this Lease to be recorded; provided, however, that Lessee shall have the right, at Lessee's expense, including the expense of any clocunrentary transfer fax, to record or catlse to be recorded a memorandum of this Lease executed by both parties. Upon the expiration or earlier tennination of this Lease, Lessee shall execute, acknorvledge, and deliver to City lvithin ten (10) days after City's request therefor, a quitclaim deed or such other document(s) required by a reputable tille conìpany to remove any cloud flom City's title to the Leased Premises that might arise as a result of the nemorandum.
.I. No Brokers. In connection r.vith this Lease, Lessee and City each for itself rvarrants and represents that it has had no dealings lvith any person rvho is or might be entitled to a commission, fincler's fee or other like payment in connection lvith' the transactions córrtemplated by this Lease and does hereby indemnify and agree to hold the other harmless from and against any and all loss, liability and expense that the other may incttr should such warranty and representation prove incorrect.
K. Good Faith and Reasonableness. In the event any provision under this Lease shall require or anticipate that either party hereto make a judgment, give consent or approval, or exercise discretion, that party agfees to do so reasonably and in good faith, with due diligence, cornmunicated to the other party in rvriting and without the imposition of conditions, except in those instances where a Lease provision specifically sets forth a different standard of approval, in which case the specific standard of that Lease provision shall govern. 42 192
L' Govel'ninq Larv: Venue. This Lease is made under and shall be construedpttrsuant to the larvs of the State of California. Any suit hereon or hereunder shall be bro'ghtonly in a state or federal court sitting in the County of Los Angeles, State of California, a'd allparties hereto hereby agree that venue shall lie therãin.
M.
and all so exe
Thís Lease may be executed ill several counterpafis,
thar a, parlies ;:::liJ,ii:lir.îî,î-iäji:
herero, norwithsranding
N als
74 Fro No consent, approval or satisfactionof the City provided for hereunder, and no rvaiver by the City of any provisions hereof, shall beeffective unless given in writing specifically refenìng to this Lease and executed by the CityManager or his or her designee or the Mayor for the City; no srrch consent, approval, satisfactionor r.vaiver under or rvith respect to this Lease shall be inferred or implied from any other act oronlission of the City or any agent or ernplo yee thereof. Similarly, u¡rless otherwise ex presslyprovided therein, no approval, consent or other action taken by the Ci ty under or pursuant to thisLease shall be deerned to waive any other rights or authority of the Ciry in any capacity otherthan as tlie lessor under this Lease. Si milarly, nothing contained in thi s Lease shall in any wayrestrict or diminish the rights, powers or jurisdiction of the City, its City Council, PlanningCo¡nmission and other agencies rvith respect to the governance of the Leased Premises and allbuildings improvenrents, businesses and activities located on or conducted thereon.
Date.
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the Effective ..LESSEEI'
TORRANCE FLITE PARK, LLC
a Califomia linii liability company
By: By:
ph Martin
: Managing Member its: Managing Mem
..CITY"
CITY OF TORRANCE, APPROVED AS TO FORM:a California I corporation JOHN L. FELLO\,VS ilI,
CityAttomey
By:
ATTEST:
Dan Walker, Mayor
Heather Whitham, Deputy
City AttorneyBy:
ers, City Clerk
43 By:
193
75 WEST PARCEL ADDENDUIVI
The Amended and Restated Lease by and betrveen City of Torrance and Tonance Flite Park, LLC clated April I ,2003, as attached to this West Parcel Addendum, govenls th¡ee areas in separate geographic locations within the boundaries of lhe Zamperini Field Torrance Municipal Airport.
Due to tlre separate locations and the diflering permitted uses for each of these areas, the parties to the Lease intend that development of these areas occur in three separately defined parcels, namely tþe "West Parcel," "East Parcel," and "Option Parcel" as defined in the Lease, and as described more specifically in Exhibit F and Exhibit G attached to the Lease.
For purposes of frnancing, an executed copy of the original Lease along rvith this executed Addench-rr¡ and a copy of Lessee's acceptance regarding physical condition of the parcel (rvith proof of transmission to City) shall constitute tlie Lease for the'West Parcel only. Because of the financial interaction that exists between all parcels as described in the Lease, the parties to the Lease intend that all terms and conditions for all parcels be k:rorvn, understood, and accepted by all parties involved in any aspect of financing, development, operation, or adrninistration of any particular parcel described in the Lease agreement.
The parties to the Lease hereby ratify and affirm all provisions in such Lease that govern the parties' rights ancl obligations concerning the West Parcel (as delìrred by the Lease) as if the Lease rvere written to govern the West Parcel exclusively.
IN WITNESS WHEREOF, the parties hereto have executed this 'üy'est Parcel Addendum effective as of December26,2001.
..LESSEE ,,
TORRANCE FLITE PARK, LLC
a Califomia li liability company
By: By,
h Martin assan lzad
Managing Member Its: Managing M
.(cJTYrt
CITY OF TO APPROVED AS TO FORM:
a California corporatron
JOHN L. FELLOWS ru,
City Attomey
By:
Dan V/alker, Mayor
By:
ATTEST
By:
Deputy
I
Herbers, City Clerk
CityAttomey
194
76 EAST PARCEL ADDENDUM
Tlte Anlended and Restated Lease by and betrveen City of Tonance and Torrance Flite Park, LLC dated April 1,2003, as attached to this East Parcel Addendum, govems tluee areas in separate geographic locatio¡ls ',vithin the boundaries of the Zamperini Field Tonance Municipal Airport.
Due to the separate locations and the differing permitted uses for each of these areas, the parties to tlle Lease intend that development of these areas occur in th¡ee separately definecl parcels, namely the "West Parcel," "East Parcel," and "Option Parcel" as defìned in the Lease, and as described nrore specifìcally irr Exhibit F and Exhibit G attached to the Lease.
For purposes of financing, an executed copy of the original Lease along with this executed Acldendum and a copy of Lessee's acceptance regarding physical condition of the parcel (r,vith proof of transmission to City) shall constitute the Lease for the East Parcel only. Because of the financial interaction that exists betrveen all parcels as described in the Lease, the pafties to the Lease intend that all temts and conditions for all parcels be known, understood, and accepted by all parties involved in any aspect of financing, development, operation, or administration of any particular ¡larcel described in the Lease agreentetìt.
The parties to the Lease hereby ratify and affirm all provisions in such Lease that govern the parties' rights and obligations concerning the East Parcel (as defined by the Lease) as if the Lease rvere written to govern tlie East Parcel exclusively,
IN V/ITNESS V/HEREOF, the parties hereto have executed this East Parcel Addendum as 2003, to become effective as of tlre date Lessee tenders rvrittenof APR,I- 15 notice to City of Lessee's acceptance of the pliysical condition of the East Parcel pursuant to Paragraph 2B of the Lease.
LESSEE,,
TORRANCE FLITE PARK, LLC
a California limited liability conrpany
By:
ph.Martin
Managing Menrber
CITY OF TORRANCE,
a California corporation
By:
Dan V/alker, Mayor
By
Its: Managing
.(CITY''
APPROVED AS TO FORM
JOHN L. FELLOV/S Iil,
City Attorney
By:
Whitham, Deputy
I
A
2 By:
e Herbers, City Clerk
City Attorney
195
77 OPTION PARCEL ADDENDUM
The Amended and Restated Lease by and betrveen City of Tonance and Torrance Flite Park, LLC dated April I , 2003, as attached to this Option Parcel Addendunr, govems th¡ee areas in separate geographic locations within the boundaries of lhe Zampe¡ini Field Torrance Municipal Airporl. Due to the separate locations and the differing permitted uses for each of these areas, the pañies to the Lease intend that development of these areas occur in three separately defined parcels, namely the "West Parcel," "East Parcel," and "Option Parcel" as defìned in the Lease, and as clescribed more specifìcally in Exhibit F and Exhibit G attached to the Lease.
For purposes of financing, an executecl copy of the original Lease along with this executed Addendum and a copy of Lessee's acceptance regaldirrg ph¡,sical condition of the parcel (u,ith proof ol rransnrission to City) shall constitute the Lease for the Option Parcel only, Because of the financial interaction that exists between allparcels as described in the Lease, the parties to the Lease intend that all terms and conditions for all parcels be knorvn, understood, and accepted by all parties involved in any aspect of fìnancing, developntent, operation, or adnrinistration of any particular parcel described in the Lease agreement.
The parties to the Lease hereby ratify and affirm all provisions in such Lease that govern the parties' rights and obligations concerning the Option Parcel(as dehned by tlre Lease) as if the Lease were written to govem the Option Parcel exclLrsively.
IN WITNESS WHEREOF, the parti es hereto have executed this Option Parcel Addendum as of the APRtt^ 5 200 3 to become effective as of the date Lessee tenclers, written notice to City of Lessee's acceptance of thepliysical co¡rdition of the Option Parcel pursuant to Paragraph 2C of the Lease,
..LESSEE"
TORRANCE FLITE PARK, LLC
a Califomia linrited liability company
By By:
Ra rtin
ts: Managing Member ts Managing Member
..CITY"
CITY OF T
a California
APPROVED AS TO FORM:
corporation
JOHN L. FELLOV/S ilI,
City Attomey
By:
Dan V/alker, Mayor
By:
ATTEST: Heather \ilhitham, Deputy
CityAttorney
3 By:
City Clerk
196
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... BOOK 211¿5 Page 1ð2
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EX}IIBIT A
THIS 1l'lù:l'lTURE, nade this 5th day
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oi the County Recorcj er'oí Los i,ngeì.5 Couitii'r
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ofí!ce
S'.¿i:
15'l
tI0
ci in
?eginning at è ocini cn th.q northe¿ sgLerJ.z !!ne cí
:sid !-cl-'1, ii:i'-nr:hereon, Scuth É20 5ôr -lo'r E¿s'. :973.É2 fee-.- f:cn l.he î.ct: norIher!,¿ '.xrP,c:E 2í
:aiC Lct¡ '.þ.ence Sourh Ju 5O' 55't E!st, iA2,14
f eei ¡ thence South I5o 09 r 05rr iTes'g Sag,5? f eet; 198
80 ECOK 271¿5 P¿oe 36¿
Thcnce southv¿est
','resterly, :êngen
¿ r¿dius of 520.
30r ¿nd ¿n arc ci
+-anoent Scuih €¿
t tc l¿st describcd Iine ¿nd
60 feet; through ¿n ¿ngIe oí
Io
having
¿qo
nage f¿cil.iiies uocr,
í s¿ ii Lot I, in-
32 f ee'. r'riCe, beinc
Iicttinç ciesc;i'oad
erlv ¿ Iong a cu;r7s concave no; Ih-
st¿0ce oi ¿¿Q,77 feet: '.hence
39' 05" "lest, 60l'feet ^.o ¿ pcint
in an existing dr¿in¿oe channel:
;,ì'Ð ÀLSO, ¿n easenent fcr dr¿i
ov€r ¿nd ¿cross r.h¿t portion o
cluCeci within ¿ s'.rip oí I¿nci
Ló íeet cn €¿cir sicie oí the ío
c enter J. i.ne:
3eqinn!ng z" the Southerly '.ernir,us of '.h¿ i c eri-
¿in cou¡s9 herc!n ci escribed es h¿vino ¿ Lenq'.h oí
8'1 8,57 íeet: '.hence sou'.h
conc¿ve no:the¿sterl',', tz
a Iength oí 8aS,57 feet ¿
feet, thrcugh ¿n ¿ncIe oí
313,57 íeet: t-hence t¿ôoe
¿ dis'.ance oî 51¿.C6 íeet; '.hence south:rly alo'r9 a
' cur\,e.conc¿ve \'lesterIl', tangsnt to Iast describ¿ j course ¿nd havinq a ra.dius óf Soo íeet, through an
angle oí Z:o :9', ¿n arc dist¿nce oí 223'Ea feeil
thõnce l-anoent Sou'.h oo lI' 55" E¿st, ¿ iist¿nca
oí 2OO f eei to a point j.n an ex!stin9 c:aina-oe ch¿n- neI.
TCCEIHEF. :'iiTH'those certein che'.t:l- enun3t¿tei !n Ex- hib!'. "3" ¿tt¿ched hereto ¿r¡d n¿de
lIlTil ¿II buildinos, st:uctures, en
except those thi;ty-four (g.) stru
¿nd ciescribed in a cert¿in in'¡ento
par^' hcreoí, n¿rkei Exhib!t "4" , e
ðer¡ised prer¡ises nore particuler)-y
being a p¿rt of the sane PioPertY
oí ).neric¿ under proceedings !n co
Clv i I,
-
cí reco¡d in i.he Diitr!c t Court oí '.he Un!"eci Stai:s ' Souihern District of C¿ Liícrnie, Centr¿I D!l'ision
The ¿bove de s c r ibeci P: enr
the foI).o','ring encunbrrnces: ALi e
inoress end egress vrithoul pa1',rent
cr essigcs, ail the b'-.¡iliings ¿.ncì
"Ê." , anð Icc¿ted c.n the deni s ed crer.is es.
EXC:PTiliG, liOr'ÍvE?., f rc
and interest !n and t-o al). ProPer
íurn!sli!ncs, and ether carso'1¿ ! c
i.he Iani lriIhout naicr!aI lniur¡'
ins\tument.
199
BOOK 271¿.5 Page i65 g1
.t{D RJRTH:R EXCEPTIÌ.i3, fro¡ 1þ¡- ccnvey¿nce ¿nd reserv- with Executivþ 0rd er 9908
6223), ¿II uFZrìi--rÌì , thoriu,:t, ¿nd
su¿nt t" section 5 (b) [f) of
Stat, ?61) to be peculiarl¡'
sionable nater!;I, con'.¿ineci ,
sits in the Ienis covered by thi s
t oí the United States ihrough its
ì¿nd and pro!cÞct ror, o!.ne, ¿nci ;::.i: if,å :ll:,t:.iîÀå'¡T?i^.;l:pansation íor any Can¿ee or !njur),occ¿sionecj th:;eby, l-,o'.rEl,er, such land na¡,be usecì, ¿nd ¿n)'riqh'.s o^.harv;ise acquireC b¡, thisdisposit!.on nay be exerc!sed, as if no ¡eserv¿tic;l of such n¿ieri¿Is h¿d been nade; excec'. ihat, '.;hsn su:h use rÉsuLts in the extr¿c'.ion ,t
ce
t!nes
lemove
i cnt ni
¿nd re
ciri I Ithe le
to the
tioneci
descri
transg
By acc
G ren'L e
for al
end re
/rllD RJ?,THcR EXCEPTiIiS f ro
Grantor ¿Il. ninerals I other
in the Last paraoraph above,
bed land, together wlth the €
to entel uoon the Lands and p
such nine¡¿Is' or peitoleun,
eans of v;orl:ing ¿nd transport
serving unto t.he Granto¡ the
fron ¿dj¿cent prenises !nto a
nd hereby tran sferreC, in ord
ort therefroc¡ any ninerals or.
epting this instrunent, or ên
e hereby releases the Gr¿ntor
I claims ¿nd Losses or d¿nage
s erv¿tions ¿bove
Said progerty tr¿nsíerred herebt'',';¿s iu!y.ciec!¿¡eci, :ut-plus and vr¿s.tiighed to the l'íer.'rssets t.å'ainisir¿^'ion ío: crs- :cs¿1, :ct:no oui:u¿nt :o '.he c:3t/i¡i;;s, ã; thE ¿'cove-n3ß(ioneci i;i,-;.-.;;;ã.ã, Èt..utive ordai goBõ; ;.¡ zpet.!c¿bIe ruIEs' reî- ulations, enC o¡ders.
+'Cb
cV
the seid Gren
'.h¿t t:¡nsíer
¡aceor ed -3ubj
p¿ re'gr¿ç,hs ( !
r-
t
?
)
200
82 BCOK ?ll3Þ l€E 366
the Iånd, inposed pursuant to the authority of "'rticle 4' Sectlon 3, craus e 2 of ii."ð;å;iii"riqn ãf
-th; ù;it.ã states of /.nerica,
^.he Surplus eroi.ity-i,it of I9¿¿;-";;";;å.àl n.ore¿niz¿tlon PI¿n I of Ie47 ( I2 F]ñ.'l:ïii,-.nå ¿PPliã'Èrã'i'iåt ' reeulations ' end orders:
(z) Th¿" ihe entire )¿n
en'. agenc)'.
orde¡s:
201
ÞuJK 2ZI¿5. Page 3ó7 g3
airport. tiovernment use of the ¿i¡port uv.virtu¿of this subparaoraph shaII'be vrithout ch¿ige of ¿n tl'.an payn.nt foi a!"a9. ¿;r;àa uy .uii..,-liiÃ.r¿nt ¿ (.)'That during the existence oí en./,€,rergency, decl¿red the President cf the UÃited States of ,iíilerica or th: Conoress ereof , the Governnent sheIl. h¿ve the rioh,, rvlthout charoe, ex- pt ¿s indic¿ted below, to the fuIl, unrãstricted possession, b'¡
^.h
c€
contro!., ¿nd use
[¿c!lities, as s
ihsrecí, includj.
-:€c'Jent to''.he d
îro'.,icied, hor.reve
'.ha period oí su
¿re¿.s, í:cilitie
sh¿lL pP.y ¿ f¿i¡
ures r'ihich h¿ve
(s) T
orel o¡ ;.ir n¿vi
sha I i be or¡nt ed
t no exc Iusiç'e r!ght fo¡ thticn í¡cilities, incluCed ! r exercised,
of the provis ions
y nature other
ircr¿ft.
í :n¡' landing
i.h: airpcrt
of t
uch t
ng ¿n
ecLar
r, th
:h us
sr ¿n
¡ent
he L¿ndino area, buiiding are¿s, ¿nC a!rport
:rns ¿re herein¿fter def in:i, or an5'pari
y adCitions o¡ inproven:nis ihereio n¿de su'c-
¿tion oí anY'p¿rt oí '.he ¿i¡cor'. ¿s surolus;
¿t the Governnen'. sh¿lL b: respoíìsib).e ci uring
¿ for +-he enti.re cost oí r,¿!ntain!n9 ¿ll such
d inorovenen'.s, or 'the pori!ons us:cj, ;,ri
e. I íä¡'.he use oí ¿nv insrellatior, s o¡ s'.ruct-
¡dded thereto vrithou'. Feds¡:I ¿ii.be
I
ha.
a¿
o
en
e use o
n c! on
(g) Thet the propert), tr¡nsfe¡red h:reb¡'
sively'trlnsíerred only vri.th thô approval oí '.h¿ Ci
i,¿"ùir\istration or !ts' successor Governnent agenc)'' proviso tl'iãt eny such subsequent transferee assuì3s
gations imposed uoon.the Gre.ntee by tþe provis!ons
nent.
'As used in this QuitcLoin Deed, *'he ícI!'or';!r'c ie¡ns shaII have the follovring neanings: .
rt¿te¡ ;.nd
oper¡.t !ona
ío¡ Iandin'out i s no'"
¡oroos.
(b) rrBuil-ciing /rrea'l
2re;, used,o¡ necessaa' for or
n¿ in'.en¡nce oi an a irPort.
neëns en'¡ Lanci oiher iþ';;r a' I:ndi-n9
j-n conneåtj.on r''!iir'"h: cpera"icn or
'(c) rrllon-:r"i¿tion feci!.i'.ies¡ neens ¿i'Y .Þui!d!no' s"ruc-'- ures I improvemen'.s ¿nd eo.uiprirent Iocated !n ¿ bu!idi1; ¿ree ;íìc used in connection rvith, but no¡;;q;i;;d-fo¡ the efííc!ent c'per¿"!ot'' ;á-ln;ï^i;;;;;.'.;ï ih. i.ããing ..t..-ot ih= ai;poit íac!Ii^'ie:' (¿) r'lrirport f¿cilities" r;1ean, ..n¡: bu!Idin::, st¡uctu¡es' jrnpr.o,..enrcnts ¿nd oper¿tion. t .o.Jiio."i' "1.'ài' thtn non-avlnt ien, f.rciIi..ies, r.;hich ¿.re useci É.nd necess?l), íor or'in' .o'-'"=c-'ion v"i"h '. l'.e coer;tlcn enC n¡int€n:'n.: 1l ;n ¡.!::.:: '
Ey acccptnnce of thi¡ instrumenì or ¿n)'.liçi:s hereunie:' the Gr¿ntee furih'.;;g;ees r'rith the Gr¿ntor ?s ío!'!otrs:
(l) That upon ¡ breech
!cns or rsstrict ions bY the Grente
'¡;heth?r cluseci by the !eoal"lnebiL
t:¡nsíeree tc gerfarn'¿nY cf '-hq c
cthar:'rise, ihe t!tIe, right cf Fos
t:rns f e¡:sd tc ihe Gr¡ntee, :r ?'n
coticn oí the GrEntor revert to e
United S!.ates of /oerica ugon dem
n;i'þe succes-
v i !'/.eron¿ut ic s
¿nc t'ith 'lha
¡I!'.he c,bii-
oí this instru-
202
BOOK--_22 ' -. p¿9 e 368 84
cessor Governnent agency at J.e¿s
e fixed fcr the revesting of suc
other rights tr¿nsíerred, or ¿ni,
¿s to inst¡.II¿tions or struct-
united sr¿tes or /,r¡erica, shau ;.1:'ii:';oii:l".,; ::l;iil iiîi.to or use of '.he s¿ne ¿i the then. r.i. À,i[.t r'¿].u: oí- th. .iintthere in to be ccquireci by the unit ed !t;.i.;-o¡';,.e;!ca. t
h
'.he
s
'.s oí
i her
s in
r v¿ '. i: nsr
oi su
ins^.¿
ion s
Y exe
¿J.I
, to
,î'/ oí
eIn ?5 Co','-
¿n'r'p¿¡iic-
ons ol
e l',' a s
rc ii e i'. s
other r!cht s
revert '.c
:h ¡ese¡-
nce ¿nC
¿nci ¡est¡!c'.-
To lt^vÊ ,''r\iD To l-icL0 i.he saici pren!ses, r.;ith ¿pf,urtena;ces,except'th9se rights exceoted ¿nd ..r..uLJ zbove, ¿nd unc'sr and sub-ject '.o '.he,af oiesaid ¡eserr.¿tions, ¡es.triciions, ¿nd cc¡iitions,unto the seid Grantee, its successors, and assigns fore,.,3r.' IÌ.i ItITl.llSS Il'rì:iaO:, ihe Gr¿nto¡ h¿s c¿u:sd th:se€xecuted ¿s of the day;nci y'ear firs', ¿bove vrri..t¿¡. prÊSiñ-uS
to be
\'IITI.IESSES:
s/ Deverr- L
TF,: UN IT:.',c"ing b¡'
lí,''R iiS S iT
D ST,',T:S O
a.nd..hrou
S,iDI,lIÑiST
: ,..r,1: F, IC,"
cir
Fr",T i ON
Ê¡, F,Og E RT
U
/, L FC'.]J1
Fo¡
Los
\'la ¡
P,:eI PrcpartY D!sposal
,(nceles F.çg!on:I Of íice
,\s i e t s ,',inin! s-. r¿'. ion
Scholne|:
ç,/ 0oris Goodn¡ n
203
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204
86 EXHIBIT "B''
LEGAL DES CR]PTIOI{ OF WEST PARCEL
EXHIBIT B
Los Angeles, State oI Califorria mor¿
of Off-rcial Map Ntrmb er 2 ¿s P3r maP recorded
ial ìv{aps, records ol said County, o I tìl¿t
sqttare feet; Except therefronl the souih easterly
105' o[said Parcel 6
I a 0l I l. i, n/,'l (tù.ntl ì ¡ trYI.IIRIT "R''
205
87 EXHIBIT C
EXT{IBIT ..C''
LEGAL D SCRIPTION OF PARTL
That property in the City of Tonance, County of Los Angeles, State of California more partictrlarly clescribed as:Parcels 12,13,14, 15 and l6 except therefronl the easterly 100.50 feet of said parcel 16, of Official lr{ap Number 2 as per map recorded i¡l Book 5, Pages 44 through 5l incltrsive of OfflcialMaps, records of Said County, of that certain land consisting of approxinrat ely 260,175 sqLrare feet. 206
88 EXHIBIT D
EXI{IBI'I .,D"
LEGAL DESCRIPTION OF OPTION PARCEL
That property in the City oITonance, Count¡'of Los /'ngeles, State olCalifomia moi'e partictrlarly described as: Parcel l0 of Ofhciallvlap ¡Ntrmber 2 as per ntap recoided in Bool':5, Pages 44 through 5l inclrrsive oIOlfrcial N{aps, records of said Couni¡', of th¿i certain la.nci consistirrg oI approximately 104,938 sqtrare feet.
lJt!.1 lr)c'06!r?r.0o,l trxf{fRlr "D"
207
TORRANCE
AIRPORT
POR 16
þn.-r''6v
40 +o
\
\
otr
{
æ\o
coA HWY
TCIRRAB{CE FLITE PARK
LHASE MIAP
Ê
14 FORD OEALENSHTP
LOT
15 4d.
rn.l.'
rt
14 4 rt.
LOT
13 LOT
12 LOT 1O
rd.a! I d,
r-!t-or'
9!'
?
POn.
LOTLOTLOT 3
¿dBt
LOT 2
'l'
ÀP-RFP-TI.dw9 Âpr 02, 2OO3Dray.,¡ þr.r Tf
208
90 EXHIBIT F
EXHIBIT F
GENERAL DESCRIPTJON
Tlte TFP plan is to create a development accommoori;ng a series of FBo operations, aviation-related office facilities, a sc'ries of .iodern technology, aircrali storage hangars, as rvell as a small clestination park. This aviation-oriented nrini-park is pla'ned to complement the Gerleraì Ar"iatioll center ancl to acld to the many other facilities that attract aircraft users, enrpro¡,ecs, pedestrians (and sigtrtseers) to the airport.
TFP's plan of del'eloptnetrt arrticipates constluction involving three parcels callecl West Parcel, option Parcel altcl East Parcel. The d*'elopment proposed for each parcel is cliagramnied in illustrativc plans ancl a block-orìt or building "footprint', plans in Exhibits F and G.
HANGAR MIX
TFP's plan is to develop ancl operate three types of hangars Hanqar Twe I is tlte so-called "nestecl" T han-qar, offering conveniences such as porvered cloors, nrnning tt'ater ancl lavatories. The TFP plan anticipates a quantity of forty-fir,e Type 1 hangars, or 46% of the total proposed nlix. Expected aircraft for those Type I hangars irtcltrde most smaller light aircraft, higli performance single engine and most liglrt trvin aircraft; this list includes Beechcraft conanzas and Barons, cessna 210 and 310 series Piper Cherokee, and Senecas, etc. Tliese hangars rvill accommodate a 40, rvingspan and rvill contain approximately r,300 s.f. of floor area. 209
9l
Hanear Tvpe 2 is a medium size hangar, nreasuring approximately 44'x 40'; it is rectangular in shape, accommodating porver doors, support storage and lavatories. Tlp. 2 hangars rvill acconrnlodate Beechcraft Duke, Cessna 340 and 400 series, Piper Navajo, ancl other erecutive aircraft. TFP proposes approximately nvent¡,-eight of rype 2 hangars, representin 929% of the proposed nrix.
Harrqar Type 3 is a specialty tpe hangar rvhose purpose is trvo-fold a. Multi-aircraft storage of larger executive aircraft
b. Potential FBO, sales, storage, and maintenance facilities These hangars t'ary in size depending on their aclaptability for FBO purposes, ranging up to 9,000 sqtlare feet. The TFP plan anticipates approximat ely 20 Type 3 hangars, or 2l%o of the proposed mix.
WEST PARCEI, DEVELOPMENT
The West Parcel is planned to acconrnroclate FBO operations and tlLirty-six hangars sttpported by adequate auto parking and featuring a significant landscaped open space element. The diagranr on the follorving pages illustrates the proposed West Parcel program rvhich emphasizes open space, landscaping and lorv profile br¡siness oftice/FBO facilities near the intersection of Madison Street and Airport Drive. 210
92 Approximately 6,600 sqì.ìare feet of floor space is anticipated for FBO activity, rvhile the tlrirty-six ltangarspace inventor¡'is planneci for four executive FBO hangars (Type 3),20 Type 2 and 12 Type I hangars. As rvith all proposed hangars, TFp proposes these as steel stnlcttlres clad N'ith steel panels and intemally furnished rvith dr1.t,all, fire retardant su rfaces
The prototyle btrilding design for tlle FBo facilities is the sarne flex-space anticipated for the West Parcel, Option Parcel ancl the East Parcel one or two story stnrctures. This partictrlar design approaclr allori's for the cleatiorr of many .,corner,,offices anci rvorkspaces to acconlnlodate the variet¡, of activities that fit under the broader interpretation of "FBo". In addition the TIrP plan ploposes a restaurant to be located in the FBO building proposed for the Optiorr parcel.
EV
The East Parcel collstrttction progranl is planned to accomnrodate a series of FBO operations in one FBO facility ancl fìfty-three hangars. This step is anticipated to allorv the rctttr¡r of ftrll set'vice activitv of the current FBO's l,hich rnay have been displaced tentporarily by the constrttction of the earlier phases, as well as other operators to be solicited by TFP.
The East Parcel de'elopnrent contemplates the follorving mix of ha'gars:
Type Tl Approximately 33 representin g 62%of East parcel hangars TypeT2 Approximately g representing l5% of East parcelhangars Type T3 Approximately 12 representin g23%of East parcel hangars P
211
93 East Parcel is anticipated to be constn¡cted in trvo phases:
Phase I (\\/est Portion) - consisting of 28 hangars
Phase 2 (East Porlion) - consisting of 25 hangars
The East Parcel FBO building of approximately 10,000 square feet is anticipatecl to be collstrtrcteddtrringPhase2unlessdemandsuggestsastartof constructioncluringPhase l.
The East Parcel is also proposed to acconlmodate one underground aviation fuel storage fac i I ity.
WEST AND EAST PARCEL FBO BUILDING DESIGN
TFP is exploring tlvo altenrative nrethods of constnrction for these facilities:
1. conventional rvood frame rvith stucco rvall finish and tile roofs.
2. A ne\\' technology panel constnrction systenl utilizing pre-fabricated polystyrene/concrete panels for both exterior and interior lvalls as rvell as for roof constntction. This iffrovative technology system tvill be explored rvith City of Torrance Btrilding Officials to assure acceptance and efficient constnrction scheduling.
APPROVALS
With respect to all buildings proposed for the East and West parcels; building elevations, nraterial, colors and landscaping are subject to approvalof the City's Planning Director.
PTWORD\LlvlT\Leascs\FLITE PARK EXH 1B lT F.doc
212
E{R}IÁ,RT APRONPftISE I PIIÀSE II
'- -'-'-
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târrÐû¡æB s¡^
o
(Di.
I
ts
I
i"
!
I
b
P
ProÞorcd Robinron
HclicoptF Compony
È¡ponsron Areo
\oÀ
APCHn€CIJ . FqNN€¡s
CONCEPT PIA].I
coPlrruGllT D7' RNM
^nc¡nnfi¡
pt¡.¡tNItRS
Proposed Fuel Storoge
-'_-':..i'
^IR.rcRT DR¡TG
TORRA}ICE FLITE PARKTECHNIC^L pt^N SI{OWINC Hn¡rC¡rn ¡,ã¡s ¡EXI.trBIT F 4-243
EAST PARCEL
L._._._-
-'---.J
T2 T3
rJ.
r.,l:r..
' -. ..; .
'i :'iY..:1i;:
,::i.rc .
''.1:'ii i;'
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52 :r ;.:'j j
5 5J
IJ
26 213
95 EXHIBIT G-I
EXHIBIT G-l
PRO OSED OPTiON P DEVELOPMENT
Development of the Option Parcel is proposed to take place on the Z,4l acre area inlrnediately sortth*'est of the FAA control to*,er. TFp believes this parcel should be trsecl in a contpatible man¡er relating to the General Avjation Center and the FAA torver to complement the "entl'y" to tlre airport theme rvith its ìandscaped open space adjacent to Airport Drive.
Tlre Option Parcel is plannecì as an FBO office and general aviation storage complex, featrrring a sl¡allpark in the northeast corner of the Option parcel, relatecl to a restaurant proposed in the FBO conrplex. This is intended as a citizen-frienclly space; the attached plan and illtrst¡ations shorv hoiv the building massing is planned to aflorcl maximum interior and open-space
'ierv to the airport and its operating activities,
CONCEPT PI NB
The development plan lor Norlh Portion Option Parcel includes four larger T3 type Itangars for FBO operations, and general aviation aircraft storage, These hangars are expectecl to total about 20,000 square feet in area.
Utilizing the proposed FBO/Office clesign prototype, the Option parcel consists of a 6,000-10,000 s'f. airport-oriented office building rvith relatecl outdoor decks and patios, situated in a trvo-story building.
214
96 CONCEPT PLAN A
The proposcd complex featttres a 5l2space parking structure on Sor¡th portion optionParcel allolvìng for FBo btrilding ancl aircraft hangar occupant parking; rn addition thearr space over the first rever of parking is anticipated as facilit¡, for local area businesses.
a potential overllotv parking
The Option parcel plan als
(east of the FAA to,"ver) to
conler of the Option parcel.
o antrcipates trre repracenrent of the crosed
'errictrrar entry
be constrtrcted by the City of Tonance at the rrortheasterly on the Option parcel
I' addition' tr'derground aviation f'er storage is anticipated
APPROVALS
With respect to all buildings proposecl in the Option parcel; b'ilding ele'ations, nraterials' colors ancl Jandscaping are subject of approvar of the city,s pra*ing Director. 215
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The option Parcel sotrth Portion development plan anticipates four (4) T3 type hangars to íìccommodate FBO and general aviation storage activity.
The proposed complex anticipates surfacc level vehicular parking in response to city of Torrance parking requirements,
The option Parcel plan also anticipates the replacement of the closecl 'ehicular entr¡,
(east of the FAA torver) to be const^rcted b1, the city, of Torrance at the northeasterl¡, col'ner of the option Parcel. In addition, unclerground aviation fuel storage is anticipated on the Option Parcel.
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TFP THIRD AMENDMENT
TO AMENDED AND RESTATED LEASE
THIS TT{IRD AMENDMENT TO AMENDED AI.ID RESTATED LEASE C.ThiTd Amendment") is enûered into effective as of May 20d' 2008, by and between the CITY OF TORRANCE, a California municipal corporation (.'City'); and TORRANCE FLITE PARK, LLC, a Califomia limited liability company C'TFP').
RECITALS
A On or about September 19, 2001, Cþ and TFP entered into that certain Lease agreement ("Original læase'), which provides for City to lease to TFP those.certain portions of the Zamperini Field Torrance Municipal Airport C'Airport') more particularly described therein as the "f,eased Premises."
B. On or about April 15, 2003, City and TFP entered into that certain AMENDED AND RESTATED LEASE ('Amended Lease'), which made certain adjushents to the terms of the Originat Lease for cert¿in portions of the Airport more particulady described tlrerein as the "Leased Premíses."
C. On or about October 26, 20M, City and TFP entered into the FIRST AMENDMENT to the Amended Iæase, which made cert¿in adjustments to the terms of the Amended Lease for certain portions of the Aþort nore particularly described therein as the *lÆased Premises,"
D. On or about lvfa¡ch 25, 2008, City and TFP entered inúo the SECOND AMENDMENT to the Amended læase, which made cerhin adjushents to the terms of the A¡nended læase for certain.portiom of the Airport more particularly described thercin as the *[.€ased Premises." The above four documents, individually and collectivel¡ are rsferred to in this.Thi¡d Amendment as the'AGREEMENL"
' E. TFP presently owns contuactual dghts to lease the East Parcel from City pursuant to the AGREEMENT.
F. Cþ now desires úo lease the East Parcel to Robinso¡- G. TFP now desírcs to amend the AGREEMENT úo tnansfer to Robinson all íts rights p€rtaining to the East Parcel in exchange for considenation from Robinson pursuant to a separate ageemert between TFP and RobinsorL and subject to the úerms of this Third Amendnrent I'
COPY
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AGREEMENT
Based upon the foregoing Recitals, which are incorporated herein by this reference, and for good and valuable consïderation, all through a pending escrow agreement, sufficiency of which is hereby acknowledged by all parties, City and TFP hereby agree as follows:
1. Conditions Precedenl The effectiveness of this Third Amendment is expressly conditioned upon (i) the City and Robinson having agrended the Robinson lÆase to add East Parcel as additional premises in accordance with agreement between Robinson and Cþ; (iÐ the City and TFP having approved and accepted this Thind Amendment; and (üi) escrow having closed on the separaúc agreement between TFP and Robinson to the East Pa¡cel.
2. City Consent. City consents to TFP's hansfer of rights pertaining ûo the East Parcel in the AGREEMENT to Robinson, and Cþ consents to add East Parcel as additional premises in accordance with the Third Amendment to Robinson Lease.
3. Transfer of East Parcel. TFP he.reby inevocably hansfers ûo Robinson all of its right, title and inûerest in and ûo the East Parcel inaccordance with this ThirdAmendment.
4. Release. TFP is hereby absolved ftom any and all obligations ûo Ctty for the full performance of all covenants, conditions, obligations, and duties required ofthe lessee pertaining to the East Parcel in the AGREEMENT and shall be relieved of any such performance and all obligations pertaining to the East Pa¡cel in the AGREEMENT as a result of this Third Amendment.
5. ABreement Reaffnnd. All other terms and conditions of tho AGREEMENT with respect to the I[¡est Parcel and Cental (Option) Parcel are hereby rcatrnned and shall continue in full force and effect until November 15,2042 as qpecified in the TFP's SECOND AIVfENDMEIT. Nothing ín thís fhírd ^Amendment shall be deemed úo waive or modífy any of the provisions of the AGREEMENT not pertaining úo the East Parcel, and all references úo East Parcel in thç AGREEMENT are hereby deenrcd úo be ofno effect (signatures on next page)
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IN WITNESS WHEREOF, City and TFP have entered into this Third Amendment as of the date first written above.
"CITY''
CITY OF TORRANCE,
a California
By:
Scotto, Mayor
..TFP"
115
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By:
PARK,
liabilþ
Martiq Managing Member
By:
ATTEST:
City Clerk
APPROVED AS TO FORM
Ron Pobl, Assistant City Atûomey
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