HomeMy WebLinkAboutSeal Beach Administration Building Groud Lease SEAL BEACH ADMINISTRATION BUILDING GROUND LEASE
• THIS LEASE, dated September 16, 1968 (herein called "Ground Lease"), by and between the
CITY OF SEAL BEACH, a municipal corporation of the State of California (herein called "City"), and
the SEAL BEACH ADMINISTRATION BUILDING AUTHORITY (herein called "Authority"), a public entity
and agency, duly organized and existing pursuant to an Agreement entitled "Joint Exercise of Powers
Agreement Between The City of Seal Beach and Orange County Sanitation District No. 4 Creating
the Seal Beach Administration Building Authority," dated April 1, 1968 (herein called "Agreement");
WITNESSETH :
That in consideration of the mutual promises and agreements herein contained, the parties hereto
agree as follows:
SECTION 1. Demised Premises.
The City hereby leases to the Authority the Site described in Exhibit A attached hereto and made
a part hereof, subject to the terms hereof and subject to conditions, reservations, exceptions, and
rights of way which are of record.
SECTION 2. Ownership.
The City covenants that it is the owner of the Site described in Exhibit A.
SECTION 3. Term.
This Ground Lease shall commence on the date hereof and shall end at a date one week following
the termination of the City's obligations under the Seal Beach Administration Building Facility Lease,
dated September 16, 1968.
SECTION 4. Rent.
The Authority shall pay to the City as rent each year $1.00 as full consideration for this Ground
• Lease over its term.
SECTION 5. Purpose.
The Authority shall use the Site only for the purposes described in the Agreement and for such
purposes as may be incidental thereto.
SECTION 6. Assignments and Subleases.
The Authority shall not assign or sublet the Site except as provided in the Seal Beach Administration
Building Facility Lease.
SECTION 7. Right of Entry.
The City reserves the right for any of its duly authorized representatives to enter upon the Site
at any reasonable time in exercise of the rights and easements reserved in Section 1; provided, however,
that any damage to the Site shall be replaced and repaired so that the same shall as nearly as prac-
ticable be restored to their former condition except as otherwise provided in the Agreement.
SECTION 8. Expiration.
The Authority agrees, upon the expiration of this Ground Lease, to quit and surrender the
Site in good order and condition, reasonable wear and tear excepted; provided, that any permanent
improvements or structures existing upon the Site at time of the termination of this Ground Lease
together with any fixtures, equipment, furnishings and furniture thereon shall remain thereon and
title thereto shall vest in the City.
SECTION 9. Quiet Enjoyment.
The Authority at all times during the term of this Ground Lease shall peaceably and quietly
have, hold and enjoy all of the Site.
•
SECTION 10. Taxes.
The City covenants and agrees to pay any and all taxes and assessments levied or assessed •
upon the Site or upon the structures and improvements thereon.
SECTION 11. Eminent Domain.
By a lease entitled Seal Beach Administration Building Facility Lease executed by the parties
hereto contemporaneously with the execution of this Ground Lease, the Authority is leasing to the City
the Project as described in said Facility Lease. If the whole or any part of the Project shall be taken
under the power of eminent domain, the effect of such taking upon this Ground Lease shall be in
accord with the provisions of said Facility Lease relating to eminent domain.
SECTION 12. Notices.
All notices, statements, demands, requests, consents, approvals, authorizations, offers, agree-
ments, appointments or designations hereunder by either party to the other shall be in writing and
shall be sufficiently given and served upon the other party, if sent by United States registered mail,
return receipt requested, postage prepaid and addressed as follows:
City—City Clerk, City Hall, Seal Beach, California.
Authority—Secretary—At such address as the Governing Board shall designate for such
purpose.
SECTION 13. Severability.
Should any part, term, portion or provision of this Agreement be by the courts decided to be
illegal or in conflict with any law of the State of California, or otherwise be rendered unenforceable
or ineffectual, the validity of the remaining parts, terms, portions or provisions shall be deemed
severable and shall not be affected thereby, provided such remaining portions or provisions can be
construed in substance to continue to constitute the agreement that the parties intended to enter
into in the first instance. •
IN WITNESS WHEREOF, the parties hereto have caused this Ground Lease to be executed and
attested by their proper officers thereunto duly authorized, and their official seals to be hereto affixed
as of the day and year first above written. I THE C OF SE EACH
By -nt G/c. . -f-r- -V.xj
Mayor
AT��TES��T:
- / City Clerk
(SEAL)
SEAL BEACH ADMINISTRATION
BUILDING AUTHORITY
/ _
By -e
Chai n• 6
ATTEST:
e-of ��z7
Secretary /
(SEAL)
•
2
DESCRIPTION OF SITE
• All that certain land situated in the State of California, County of Orange, City of Seal Beach,
described as follows:
Lots 1, 3, 5, 7, 9, 11, 13, 15, 17 and the Southwesterly rectangular one-half of Lot 19 in Block 107
of Bay City, as shown on a Map recorded in book 3 page 19 of Miscellaneous Maps, records of Orange
County, California.
EXCEPTING THEREFROM that portion lying Westerly and Southerly of the following
described line:
Beginning at a lead and tack monument marking the centerline intersection of Central Avenue and
Eighth Street, from which point a spike and tin monument marking the centerline intersection of Central
Avenue and Seventh Street bears N 58° 43' 00" W; thence N 31° 17' 00" E 117.56 feet; thence
N 58° 43' 00" W 147.50 feet to the Southeasterly line of the 15 foot wide alley within said Block 107.
•
EXHIBIT A
• 3
DESCRIPTION OF SITE
All that certain land situated in the State of California, County of Orange, City of Seal Beach,
described as follows:
Lots 1, 3, 5, 7, 9, 11, 13, 15, 17 and the Southwesterly rectangular one-half of Lot 19 in Block 107
of Bay City, as shown on a Map recorded in book 3 page 19 of Miscellaneous Maps, records of Orange
County, California.
EXCEPTING THEREFROM that portion lying Westerly and Southerly of the following
described line:
Beginning at a lead and tack monument marking the centerline intersection of Central Avenue and
Eighth Street, from which point a spike and tin monument marking the centerline intersection of Central
Avenue and Seventh Street bears N 58° 43' 00" W; thence N 31° 17' 00" E 117.56 feet; thence
N 58° 43' 00" W 147.50 feet to the Southeasterly line of the 15 foot wide alley within said Block 107.
EXHIBIT A
3
LEASE
THIS LEASE is made and entered into by and between the City
of Seal Beach ( "Lessor" ) 4nd California Historical Properties-80
( " Lessee" ) as of Cr. a2c.4_ri/c_c_/^ 9 , 198
RECITALS
A. The Lessor is the owner of certain real property ( " the
property" ) , located at 201 Eighth Street , in the City of Seal
Beach , County of Orange , State of California , which is commonly
referred to as "Old City Hall " , which is more particulary
described in the attached Exhibit A, and upon which is .located a
historic structure.
B . The Lessor desires to renovate the property in a manner
consistent with the historic character of the property and also
desires to lease the property to tenants whose principal business
is consistent with the goals and objectives of a public entity
such as the Lessor.
C . The Lessee is in the business of renovating and leasing
historical structures.
D. The Lessee desires to lease the property from the Lessor
for the purpose of renovating the property in a manner consistent
with historic character of the property and for the Purpose of
subleasing the renovated property to tenants (which tenants
include Group W Cable, Inc. , who would be principal sublessee of
the property) and the Lessor desires to lease the property to the
Lessee on the terms and conditions set forth herein.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS :
1 . Lease of Premises .
( a ) Grant of Lease . The Lessor leases the property
and the appurtenant rights described in Section 3 below to the
Lessee, and the Lessee leases the property and the- appurtenant
Revised -1-
E : 3 ( 12/22/83)
riq'.its described in Section 3 below from the Lessor, subject to
all of the terms, covenants and conditions set forth herein.
( b ) Reservation of Oil , Gas and Mineral Rights. The
Lessor hereby expressly reserves from this Lease all oil , gas,
asphaltum and other hydrocarbons, geothermal resources as defined
by Section 6903 of the California Public Resources Code and all
other minerals whether similar to those herein specified or not ,
within or that may be produced from the property ( "oil , gas and
mineral rights" ) ; together with the sole and exclusive right of
ingress and egress beneath the surface of any of the property to
explore for, extract, mine and remove the same, and to make such
use of the property beneath the surface as is necessary or useful
in connection therewith, which may include lateral or slant
drilling, digging, boring or sinking of wells, shafts or tunnels,
together with the sole and exclusive right from time to time to
drill wells , bore holes, or other works into and through the
property and the adjoining streets, roads and highways beneath
the surface and to produce , inject , store and remove from and
through such wells or works, oil, gas, water and other substances
of whatever nature, including the right to perform below the
surface any and all operations deemed by the Lessor necessary or
convenient for the exercise of such rights. In using the rights
reserved by Lessor in this Section, Lessor shall not interfere
with the use of the property and the appurtenant rights described
in Section 3 by Lessee, its subtenants, successors and assigns.
2 . Term.
( a) Commencement. The term of this Lease shall ,
commence on the date first above written, and end on the fortieth
(40th) anniversary of the expiration of the rehabilitation period
defined in Section 5 ( a) , unless sooner terminated pursuant to
any provision herein.
( b) Holdover. This Lease shall terminate without
further notice at the expiration of the term. Any holding over
by the Lessee after expiration shall not constitute a renewal or
extension, but shall instead be deemed month-to-month tenancy
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terminable on 30 days' notice given at any time by either party.
All provisions of this Lease except Section 2 ( a) shall apply to
the month-to-month tenancy.
( c) Surrender. At the expiration or earlier - termi-
nation of the term, the Lessee shall surrender to the Lessor the
possession of the property. The Lessee shall leave the
surrendered property and any other property therein in good and
broom-clean condition except as otherwise provided herein. All
property that the Lessee does abandon shall , at the Lessor ' s
election, become the Lessor 's property at expiration or termina-
tion.
3 . Appurtenant Rights.
The Lessor hereby grants a license for the use of six
( 6) offstreet parking spaces located behind the property, which
are more particularly described in the attached Exhibit "B" .
Lessee shall not be required to pay any rent or other charge for
the use of said six ( 6 ) offstreet parking spaces. This license
shall be irrevocable during the term of this Lease . Lessor
agrees to maintain said six (6 ) offstreet parking spaces in a
reasonable manner during the term of this Lease.
Lessor agrees to make available to Lessee 30 . monthly
parking permits during each month during the term of this Lease .
These monthly parking permits shall permit the holder to park in
the parking facility described in the attached Exhibit "C" on the
same basis as other persons parking in this facility. Lessee
shall pay the "going monthly public parking rate" for each such
permit purchased by Lessee. Lessor shall maintain this facility
in a reasonable manner during the term of this Lease.
4 . Rehabilitation.
( a ) Plans and Specifications. The Lessee agrees to
rehabilitate the property at its sole cost and expense in
accordance with the plans and specifications attached hereto as
Exhibit "D" . No change or modification may be made to the plans
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and specifications without prior written consent of the Lessor,
which consent shall not be unreasonably withheld.
( b ) Rehabilitation Bonds. Prior to the commencement
of rehabilitation , the Lessee shall secure and deposit with the
Lessor , ( i ) a bond securing the faithful performance by the
construction contractor or contractors of the completion of the
rehabilitation of the property ; and ( ii ) a bond securing the
payment by the construction contractor or contractors of all
claims for materials furnished and for labor performed in the
rehabilitation of the property. Such construction bonds shall be
in an amount equal to one hundred percent ( 100%) of the estimated
cost of rehabilitation of the property and shall name the Lessor
and the Lessee as obligees . Such construction bonds shall be
from a company listed in the current United States Treasury
Department Circular 570 and within the underwriting limits
specified for that company in such circular. Such construction
bonds shall be in the form attached hereto as Exhibit "E" or such
other form as is approved by Lessor.
( c) Notice of Nonresponsibility. The Lessee shall
notify the Lessor of the Lessee' s intention to commence rehabili-
tation of the property at least ten ( 10 ) days before commencement
of any such work or delivery of any materials. The Lessor shall
have the right to post and maintain on the property any notices
of nonresponsibility provided for under applicable law.
(d ) Insurance. The Lessee shall deliver to the Lessor
( i ) certificates of insurance evidencing coverage for "builder ' s
risk" written on a completed value basis and including collapse
coverage ; ( ii ) evidence of workmen ' s compensation insurance
covering all persons employed in connection with the construction
of the rehabilitation hereunder and with respect to whom death or
bodily injury claims could be asserted against the Lessor ; ( iii )
public liability and property damage insurance; and ( iv) evidence
that the Lessee has paid or caused to be paid all initial
premiums for such coverage . Such policies shall be issued for
such coverages as the Lessee shall from time to time require and
by such carriers as shall be approved in writing by the Lessor.
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Revised 12/22/83
The Lessee shall maintain, keep in force, and pay all premiums
required to maintain and keep in force such insurance at all
times during which the rehabilitation work is in progress.
( e) Rehabilitation.
( i) The Lessee shall rehabilitate, or cause to be
rehabilitated the property in a good and workmanlike manner and
in strict conformance with the plans and specifications and in
accordance with the plans and specifications and in accordance
with all applicable laws, statutes, ordinances and building
codes. Whenever the plans and specifications and building codes
require different levels of material or performance, the higher
and better standard or quality shall apply. All materials shall
be of the first quality.
( ii ) Lessee shall pay or cause to be paid the
total cost and expense of all works of improvement, as that
phrase is defined in the Mechanics' Lien Law of California. no
such payment shall be construed as rent. The Lessee ‘hall not
suffer or permit to be enforced against the property, or any part
of it, any mechanic ' s, materialmen ' s, contractor ' s or subcon-
tractor ' s lien arising from any work of improvement, however it
may arise. However, the Lessee in good faith and at the Lessee ' s
own expense contest the validity of any such asserted lien, claim
or demand, provided the Lessee has furnished the bond required in
California Civil Code Section 3143 ( or any comparable statute
hereafter enacted for providing a bond freeing the property from
the effect of such a lien claim) .
( iii ) The work of the Lessee shall be at all
times subject to inspection by designated representatives of the
Lessor.
( iv) The Lessee shall at all times exercise due
care in the rehabilitation of the property and use reasonable
efforts to minimize interference with the ongoing activities of
the New City Hall (which is attached to the property) . The
Lessee shall also at all times exercise reasonable efforts to
protect the New City Hall from damage arising out of the Lessee's
rehabilitation of the property.
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(v ) The Lessee shall indemnify and hold the
Lessor harmless against liability damage , loss , cost or obli-
gations of any kind or nature arising from the rehabilitation of
the property, including but not limited to, damage to the New
City Hall . _
(vi ) Completion. The Lessee shall complete reha-
bilitation of the property by no later than June 30 , 1984 .
Rehabilitation shall be deemed to have been completed when the
Lessee has fully completed rehabilitation in strict compliance
with the plans and specifications attached hereto as Exhibit "D" ,
as amended and approved by the Lessor.
(vii ) Ownership of Rehabilitation . Subject to
the Lessee ' s rights granted herein , all rehabilitation of the
property shall be for the Lessor ' s account and title to all
rehabilitation shall vest in the Lessor.
( viii ) Certification of Compliance . Promptly
after completion of the rehabilitation, the Lessor shall furnish
the Lessee with an appropriate certificate of compliance. If the
Lessor refuses or fails to provide the certification in accor-
dance with the provisions of this Section 4 (H) , the Lessee shall ,
within thirty ( 30 ) days after written request by the Lessee ,
provide the Lessee with a written statement indicating in detail
in what respects the Lessee has failed to complete the improve-
ments in accordance with the provisions of this Lease or is
otherwise in default . In the event the Lessor fails to so pro-
vide such certification, or to specify the nature of the default,
the faithful performance bond shall be fully exonerated without
further documentation. Anything herein to the contrary notwith-
standing , the labor and material bonds shall be exonerated only
when the period for filing , serving and recording mechanic ' s
liens and stop notices has expired and then only if there are
then no outstanding mechanic' s liens and stop notices which have
not been counterbonded. Except as otherwise provided herein, the
Lessor shall execute such exoneration provided herein, the Lessor
shall execute such exoneration documents as are reasonably re-
quired.
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Revised 12/22/83
•
5 . Rent.
( a ) Rehabilitation Period. For the period commencing
as of the date first written above and ending upon the issuance
by Lessor of a certificate of occupancy, there shall be no rent
due the Lessor from the Lessee. (This period is referred to
herein as the "rehabilitation period" ) .
(b) Base Rent. For the period commencing upon the
expiration of the rehabilitation period, and continuing there-
after for a period of ten (10) years, the Lessee shall pay to the
Lessor as rent for the property an annual rent which is the
greater of ( i ) $20 , 000 . 00 or ( ii ) $ 40 ,000 . 00 reduced by the
amount by which annual debt service for a $550,000 .00 permanent
loan for the rehabilitation of the property, exceeds $ 50 ,748 .00
( the annual rent determined in accordance with the foregoing is
hereafter referred to as the "base rent" ) .
(c) Cost of Living Adjustment. Commencing eleven (11)
years from the expiration of the rehabilitation period, the base
rent shall be increased ( but not decreased ) by changes in the
Consumer Price Index - United States - All Items for the subgroup
Los Angeles-Long Beach, published by the Bureau of Labor
Statistics, U.S . Department of Labor (the "CPI" ) as follows:
( i) For the eleventh year following the expira-
tion of the rehabilitation period, rent shall be adjusted by
one-half the adjustment in the CPI over the first 10 years
following the rehabilitation period (the increased base rent is
referred to herein as the "adjusted base rent" ) ;
( ii ) For each of the twelfth through thirtieth
years following the expiration of the rehabiliation period, the
adjusted base rent shall be adjusted by one-half the adjustment
in the CPI over the past year; and
( iii ) For the thirty-first through fortieth
years, the adjusted base rent shall be the same as the adjusted
base rent for the thirtieth year ( in other words, there will be
no further adjustment to the adjusted base rent for the thirty-
first through fortieth years) .
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•
For purposes of the first of the preceding computa-
tions, the CPI index number for the month during which the
rehabilitation period expires shall be used as the base index
number, and the CPI index number for the month immediately pre-
ceding the month eleven years following the expiration of the
rehabilitation period shall be used as the current index number .
For the purposes of the second set of computations, the CPI index
number which was used as the current index number for the prior
year shall be used as the base index number, and the CPI index
number for the month immediately preceding the month during which
the adjusted base rent is to be further adjusted shall be used as
the current index number.
( d ) Payment. The base rent shall be payable in
monthly installments with each installment due in advance on the
first day of the month. The first month for which base rent
shall be due shall commence upon the expiration of the rehabili-
tation period . The adjusted base rent shall be payable in
monthly installments with each installment due in advance on the
first day of the month. Rent for a portion of a month shall be
prorated. All rent due under this Lease shall be payable in
lawful money to the United States to the Lessor at the address
stated herein or at any such other places as the Lessor may
designate in writing to the Lessee.
( e ) Net, Net, Net Lease. This Lease is what is
commonly called a "net, net, net lease" , it being understood that
the Lessor shall receive the rent set forth in this Section 5
free and clear of any and all other impositions, taxes, liens,
charges or expenses of any nature whatsoever in connection with
the operation of the property. In addition, to the rent reserved
by this Section 5, the Lessee shall pay to the parties respec-
tively entitled thereto all impositions, insurance premiums ,
operating charges, maintenance charges, construction costs and
any other charges, costs and expenses which arise or may be
contemplated under any provisions of this Lease during the term
hereof . All of such charges, costs or expenses shall constitute
additional rent, and upon the failure of the Lessee to pay any of
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such costs , charges or expenses, the Lessor shall have the same
rights and remedies as otherwise, provided in this Lease for the
failure of the Lessee to pay rent.
6 . Taxes
( a) Lessee ' s Obligations to Pay Taxes. All real and
personal property taxes, general and special assessments, and
other charges of every description levied on or assessed against
the property , improvements located on the property , personal
property located on the property, the leasehold estate created by
this Lease, or any subleasehold estate, to the full extent of the
installments falling due during the term of this Lease, whether
belonging to or chargeable against the Lessor or the Lessee,
shall be paid by the Lessee, except only those levied against the
oil , gas and mineral rights herein reserved by the Lessor. The
Lessee shall make all such payments directly to the charging -
authority prior to delinquency and before any fine, interest, or
penalty shall become due or be imposed by operation of law for
their nonpayment . If, however, the law expressly permits the
payment of any or all of the above items in installments (whether
or not interest accrues on the unpaid balance) , the Lessee may,
at the Lessee ' s election, utilize the permitted installment
method , but shall pay each installment with any interest before
delinquency.
( b ) Lessee ' s Right to Contest. The Lessee, at the
Lessee' s expense, may contest the legal validity or amount of any
taxes, assessments, or charges for which the Lessee is respon-
sible under this Lease, and may institute such proceedings as the
Lessee considers necessary. If the Lessee contests any such tax,
assessment or charge, the Lessee may withhold or defer payment or
pay under protest but shall protect the Lessor and the property
from any lien by adequate surety bond or appropriate security.
7 . Use of the Property.
( a) Restriction of Use. The Lessee may only use the
property for a use specifically authorized pursuant to this Lease
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in a lawful manner which will not ( i ) create any nuisance or
unreasonable annoyance, or ( ii) violate any governmental statute,
ordinance , rule, regulation or order, and ( iii) commit or suffer
to be committed any waste upon the property.
(b) Discrimination. The Lessee shall not discriminate
upon the basis of race, sex, marital status , color, creed ,
religion, national origin or ancestry in the sale, lease , sub-
lease, rental or transfer, or in the use, occupancy, tenure or
enjoyment of the property or any part thereof, nor shall the
Lessee establish or permit any such practice or practices of
discrimination or segregation with reference to the use ,
occupancy, tenure or enjoyment of the property.
( c) Equal Employment Opportunity. During the rehabil-
itation of the property as provided for herein and during the
term of this Lease, the Lessee shall not discriminate against any
employee or applicant for employment because of race , sex,
marital status, color, creed , religion, national origin or
ancestry . The Lessee shall take necessary action to ensure that
applicants are employed and that employees are treated during
employment without regard to their race, sex, marital status,
color, creed, religion, national origin or ancestry. Such action
shall include , without limitation, the following: employment,
upgrading, demotion or transfer, recruitment or recruitment
advertising , layoff or termination, rates of pay or other forms
of compensation, and selection for training, including appren-
ticeship. The Lessee shall post in conspicuous places; available
to employees and applicants for employment, notices to be
provided by the Lessor setting forth the provisions of this
nondiscrimination clause. In addition, the Lessee shall , in all
solicitations or advertisements for employees placed by or on
behalf of the Lessee, state that all qualified applicants will
receive consideration for employment without regard to sex,
marital status, color, creed, religion, national origin or
ancestry.
(d ) Signs. The Lessee and sublessees of the Lessee
shall not place or permit to be placed any sign, marquee, awning,
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or advertisement, or any free-standing sign or about the property
without first obtaining the written consent of the Lessor , which
consent may reasonably be withheld.
( e) Compliance with Laws. The Lessee, at the Lessee' s
sole expense, shall comply promptly with all applicable statutes,
ordinances, rules, regulations, orders, covenants and restric-
tions of record, and requirements in effect during the term or
any part of the term of this Lease which regulates the use of the
property by the Lessee.
( f) Contract; Subleases. The Lessee shall include the
provisions of Sections 7 ( b) and 7 ( c) in every contract relating
to the rehabilitation of the property and every sublease of the
property and shall require the inclusion of these provisions in ..
every subcontract entered into by any of the contractors of the
Lessee, unless exempt into by the applicable laws, rules or
regulations, and such provisions shall be binding upon each such
contractor, subcontractor, or vendor, as the case may be. The
Lessee shall take all reasonable actions with respect to any
sublease, construction contract, or subcontract as a means of
enforcing such provisions, including sanctions for noncompliance.
(g ) Permitted Use. The Lessee shall be authorized to
sublease a portion or all of the property to Group W Cable, Inc.
for the purpose of conducting a cable franchise operation, which
operation shall include production facilities, provided the
Lessee obtains the consent of Lessor to the form of sublease
(which consent shall not be unreasonably withheld) , and, further
provided that the sublease contains all of the provisions
required under this Lease. The Lessee shall also be permitted to
sublease a portion or all of the property to other sublessees,
provided any such sublease is made in accordance with Section 17
below.
8 . Condition of the Property.
The Lessor shall deliver the property to the Lessee "as
is" free and clear of all debris and personal property of the
Lessor. The Lessee agrees to accept the property subject to all
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•
F. : 3
applicable zoning, municipal, county and state laws, ordinances,
and regulations governing and regulating the use of the property.
The Lessee acknowledges that neither the Lessor nor any agent or
representative of the Lessor has made any representation or
warranty as to the present or future suitability of the property
for the conduct of the Lessee ' s authorized uses for the property.
9 . Maintenance and Repairs.
( a) Duty to Maintain. The Lessee shall, throughout
the term of this Lease, at . the Lessee ' s sole cost and expense,
maintain the property including all improvements thereon',
including without limitation, all plumbing , heating, air con-
ditioning, electrical equipment, all fixtures, walls, ceilings,
roofs, floors, windows and other structural and nonstructural
parts of the property, in good condition and repair, reasonable
wear and tear excepted , and in accordance with all applicable
laws, rules, ordinances, orders and regulations of ( i ) federal ,
state , county , municipal , and other governmental agencies and
bodies having or claiming jurisdiction and all their respective
departments, bureaus, and officials ; and ( ii) all insurance
companies insuring all or any part of the property pursuant to
this Lease.
Except as provided in Sections 13 and 14 below , the
Lessee shall, at the Lessee ' s sole expense, promptly and dili-
gently repair, restore, and replace the property as required to
maintain or comply as above, or to remedy all damage to or
destruction of all or any part of the property. The completed
work of maintenance, compliance, repair, restoration, or replace-
ment shall be equal in value and quality to the condition of the
improvements before the event giving rise to the work. The
Lessor shall not be required to furnish any services or facil-
ities or to make any repairs or alterations of any kind in, to or
on the property. In the event the Lessor elects to perform any
obligation of the Lessee under this Section 9 ( a) because of the
Lessee ' s failure or refusal to do so, the Lessor shall not be
deemed to have waived any right or remedy for the Lessee ' s
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default., . and the Lessee shall promptly reimburse, defend, and
indemnify the Lessor against all liability, loss, cost and
expense ( including reasonable attorney' s fees) arising from it.
Except as provided in Sections 13 and 14 below, the
Lessee' s duty to maintain the property under this Section 9 ( a) at
its sole expense shall remain the same irrespective of ( i) the
cause of destruction or damage to the property or any part
thereof, and ( ii ) whether the destruction or damage is covered by
insurance, and ( iii ) whether any statute or other law now or
hereinafter in effect would otherwise afford the Lessee the right
to make repairs at the Lessor ' s expense or to terminate this
Lease because of the Lessor ' s failure to keep the premises in
good order, condition, and repair.
( b ) Lessor ' s Consent. The Lessor' s consent shall not
be required for routine maintenance of the property or minor
repairs to the property. "Minor" means costs not exceeding five
percent (5%) of the fair market value of the property immediately
before the damage or destruction to the property. All other
costs for maintenance and repair shall be major, in which event
the Lessee shall first obtain the prior written consent of the
Lessor to such costs in the same manner as provided for rehabil-
itation in Section 4 above, provided, however, that such consent
shall not be unreasonably withheld.
( c) Liens and Claims. For major costs, as defined in
Section 9 ( b ) above , the Lessee shall pay, when due, all claims
for labor or materials furnished or alleged to have been fur-
nished to or for the Lessee at or for use in the property, if the
claims are or may be secured by any mechanic ' s or materialmen ' s
lien against the property or any interest therein. The Lessee
shall give the Lessor not less than ten ( 10 ) days ' prior notice
to the commencement of any work on the property, and the Lessor
shall have the right to post notices of nonresponsibility in or
on the property as provided by law. If the Lessee shall, in good
faith, contest the validity of any such lien, claim or demand ,
then the Lessee shall, at its sole expense, defend itself and the
Lessor against the same and shall pay and satisfy any such
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E : 3
adverse judgment that may be rendered thereon before the enforce-
ment thereof against the Lessor or the property, upon the con-
dition that if the Lessor shall require, the Lessee shall furnish
to the Lessor a surety bond satisfactory to the Lessor in an
amount equal to such contested lien claim or demand indemnifying
the Lessor against liability for the same and holding the
property free from the effect of such lien or claim.
(d) Property of Lessor. Unless otherwise agreed to in
writing between the parties , all repairs to the property shall
become the property of the Lessor and remain upon and be
surrendered with the property at the expiration of the term of
this Lease.
10. Alterations and Additions.
( a) Prior Written Consent. Except for the rehabil-
itation of the property as provided in Section 4 above , the
Lessee shall not, without the Lessor ' s prior written consent,
which consent shall not be unreasonably withheld, make any
alterations, improvements, or additions, in or about the pro-
perty, except for nonstructural alterations not exceeding $10 ,000
in cumulative costs, during the term of this Lease . In any
event, whether or not in excess of $10 ,000 in cumulative costs,
the Lessee shall make no change or alteration to the exterior of
the property without the Lessor ' s prior written consent. The
Lessor may require that the Lessee remove any or all approved
alterations, improvements or additions at the expiration of the
term, and restore the property to the condition of the property
after rehabilitation, reasonable wear and tear excepted. The
Lessor may require the Lessee to provide the Lessor, at the
Lessee ' s sole cost and expense, a lien and completion bond in an
amount equal to one and one-half times the estimated cost of
improvements, to insure the Lessor against any liability for
mechanic ' s and materialmen ' s liens and to insure completion of
the work . Should the Lessee make any alterations, improvements,
or additions without the prior approval of the Lessor, the Lessor
may require that the Lessee remove any or all of the same.
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RHH :cr ( 12/20/83)
E : 3
(b) Proposed Plans. Any alterations, improvements, or
additions in, or about the property that the Lessee shall desire
to make and which requires the consent of the Lessee shall be
presented to the Lessor in written form, with proposed detail
plans. If the Lessor shall give its consent, the consent shall
be deemed conditioned upon the Lessee acquiring a permit to do so
from appropriate governmental agencies, the furnishing of a copy
thereof to the Lessor prior to the commencement of the work and
the compliance by the Lessee of all conditions of the permit in a
prompt and expeditious manner.
( c) Liens and Claims. For major costs, as defined in
Section 9 ( b) above, the Lessee shall pay, when due all claims for
labor or materials furnished or alleged to have been furnished to
or for the Lessee at or for use in the property, if the claims
are or may be secured by any mechanic ' s or materialmen ' s liens
against the property or any interest therein. The Lessee shall
given the Lessor not less than ten (10) days' notice prior to the
commencement of any work in the property, and the Lessor shall
have the right to post notices of nonresponsibility in or on the
property as provided by law. If the Lessee shall, in good faith,
contest the validity of any such lien, claim or demand, then the
Lessee shall , at its sole expense, defend itself and the Lessor
against the same and shall pay and satisfy any such adverse
judgment that may be rendered thereon before the enforcement
thereof against the Lessor or the property, upon the condition
that if the Lessor' shall require, the Lessee shall furnish to the
Lessor a surety bond satisfactory to the Lessor in an amount
equal to such contested lien claim or demand indemnifying the
Lessor against liability for the same holding the property free
from the effect of such lien or claim.
( d ) Property of Lessor. Unless the Lessor requires
the removal as set forth in Section 10 ( a) , all alterations,
improvements, and additions, which may be made on the property
shall become the property of the Lessor and remain upon and be
surrendered with the property at the expiration of the term.
—15— k
• RHH :cr "(12/20/83)
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11 . Indemnity .
The Lessee shall indemnify and hold the Lessor harmless
from and against all claims and demands for loss or damage to any
person or property arising out of or in connection with the use
or occupancy of the property by the Lessee, any sublessee of the
Lessee, or any employees, customers, guests or invitees of the
Lessee or any sublessee of the Lessee, or any accident or fire
thereon, or any nuisance made or suffered thereon, or any failure
by the Lessee to keep the property in a safe condition, and will
reimburse the Lessor for all its costs and expenses, including
reasonable attorney ' s fees incurred in connection with the
defense of any such claims, and shall hold all goods, materials,
furniture, fixtures, equipment, machinery and other property
whatsoever on the property at the sole risk of the Lessee and
save the Lessor harmless from any loss or damage thereto by any
cause whatsoever.
12. Insurance.
( a) Public Liability and Property Damage Insurance
( i ) Throughout the term of this Lease, the
Lessee, at it sole cost, shall procure and maintain comprehensive
broad form public liability and property damage insurance with
liability limits of not less than $ 1 ,000 ,000 per person and
$5,000 ,000 per occurrence, and property damage limits of not less
than $500 ,000 per occurrence, insuring against all claims and
liability of the Lessee, its sublessees, and their authorized
representatives for personal injury, death or property damage
arising out of or in connection with Lessee' s or the sublessee' s
use or occupancy of the property.
All public liability insurance and property damage
shall insure performance by the Lessee of the indemnity pro-
visions of Section 11 above. The Lessor and the Lessee shall be
named as co-insureds of such insurance policies and such policies
shall contain cross-liability endorsements.
( ii) Not more frequently than once every three
years, if, in the opinion of the Lessor, the amount of public
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RAH:cr ,(12/20/83')
E : 3
liability and property damage insurance coverage at that time is
not adequate, the Lessee shall increase the insurance coverage to
a mutually agreeable level. If no mutually agreeaole level can
be reached, then the amount of coverage shall be adjusted to an
amount which in the determination of an independent arbitrator
provides the same relative level of protection that the minimum
liability limits set forth in Paragraph 12 ( a ) ( i ) of the Lease
provided in 1984 .
(b) Fire and Extended Coverage Insurance.
( i ) Throughout the term of this Lease, the Lessee
shall, at its sole cost, procure and maintain in full force and
effect fire and extended coverage, vandalism and malicious
mischief insurance on all improvements, equipment and fixtures
located on, about or appurtenant to the property. Such insurance
shall not be less than the actual replacement cost of the
property without deduction for depreciation (herein referred to
as "full insurable value" ) . Both the Lessor and the Lessee shall
be named as loss payees under such insurance policies.
( ii) The "full replacement value" of the property
to be insured under this Section 12 shall be determined by the
company issuing the insurance policy. Not more frequently than
once each year, either party shall have the right to notify the
other party that it elects to have the replacement value
redetermined by the insurance company. The redetermination shall
be made promptly and in accordance with the rules and practices
of the Board of Fire Underwriters, or a similar board recognized
and generally accepted by the insurance company, and the
insurance policy shall be adjusted according to the redeterm-
ination.
( c) Loss of Rent Insurance. The Lessee, at its sole
cost, shall procure and maintain in force loss of rent insurance
insuring that the full monthly rent will be paid to the Lessor
for a period not to exceed one (1 ) year beyond the time necessary
to place the building in service if the property is destroyed ,
damaged or rendered inaccessible even in the event the Lessee
terminates this Lease pursuant to Section 14 (d) below.
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E: 3 (12/20/83 )
(d ) Hazard Insurance. If the Lessee commits, permits
or causes the conduct of any activity or the bringing or oper-
ation of any equipment on or about the property creating unusual
hazards , the Lessee shall, promptly on notice of demand from the
Lessor, procure and maintain in force, at the Lessee ' s sole cost,
during such activity or operation, insurance sufficient to cover
the risk represented thereby. The Lessor ' s demand for unusual
hazard insurance shall not constitute a waiver of the Lessor' s
right, if the Lessor would otherwise have that right, to demand
the removal , cessation or abatement of such activity or oper-
ation.
( e ) Other Insurance. The Lessee shall procure and
keep in force, or the Lessor may procure and maintain at the.
Lessee 's expense, other insurance, in form, coverage and amounts
reasonably required by the Lessor, against other insurable risks,
if at the time such risks are commonly insured against for
properties containing similar improvements and if such insurance
is available at reasonable costs.
( f ) Other Insurance Matters. All the insurance
required under this Lease shall be issued by insurance companies
authorized to do business in the State of California, with a
financial rating in the most recent edition of Best' s Insurance
Reports or an equivalent rating by a reasonable company providing
similar services if Best ' s Insurance Reports ceases to be reg-
ularly published acceptable to the Lessor. All such policies
shall be nonassessable and shall contain language, to the extent
obtainable, to the effect that ( i) any loss be payable notwith-
standing any act or negligence of the Lessor that might otherwise
result in forfeiture of the insurance; ( ii ) the insurer waives
the right of subrogation against the Lessor and against the
Lessor ' s agents and representatives; ( iii ) the policies are
primary and noncontributing with any insurance that may be
carried by Lessor; and ( iv) the policies cannot be cancelled or
materially changed except after thirty (30) days' notice by the
insurer to the Lessor or the Lessor ' s designated representative .
The Lessee shall furnish the Lessor with copies of all such
t
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O . Y „ n toff /n'.
policies promptly on receipt of them, or with certificates
evidencing the insurance. Before commencement of this Lease, the
Lessee shall furnish the Lessor with new certificates evidencing
insurance and evidence of payment of the premiums not less than
thirty ( 30) days before the expiration of the term of a policy.
( g ) Lessor' s Own Insurance. The Lessor may carry for
its own account any insurance not required under this Lease.
13 . Condemnation.
( a) Definitions.
( i ) "Condemnation" means ( i ) the exercise of any
governmental power, whether by legal proceedings or otherwise, by
a condemnor and ( ii) a voluntary sale or transfer by the Lessor
to any condemnor, either under threat of condemnation or while
legal proceedings for condemnation are pending.
( ii) "Date of Taking" means the date the condemnor
has the right to possession of the property being condemned.
( iii ) "Award" means all compensation, sums or
anything of value awarded, paid, or received on a total or
partial condemnation.
( iv) "Condemnor" means any public or quasi-public
authority, or private corporation or individual, having the power
of condemnation.
( b ) Rights and Obligations Governed by Lessee. If
during the term of this Lease, there is a taking of all or any
part of the property, including the building or improvements
located on, about or appurtenant to the property, or any interest
in this Lease by condemnation the rights and obligations of the
parties shall be according to the law in effect at the time this
Lease is executed.
(c ) Notification. Promptly upon its receipt of such
notice or process, each party shall notify the other of the
receipt, contents and date of any notice of intended taking ,
service of any legal process relating to condemnation of the
property or improvements with respect to such a condemnation or
notice of intent or willingness to make or negotiate a private
purchase, sale or transfer in lieu of condemnation. -
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r. Z / 11 /7/1 /Q1N
The Lessor, the Lessee, and all persons and entities
holding under the Lessee shall each have the right to represent
his or its respective interest in each proceeding or negotiation
with respect to a taking or intended taking and to make full
proof of his or its claims . No agreement, settlement, sale or
transfer to or with the condemning authority shall be made
without the consent of both the Lessor and the Lessee. The
Lessor and the Lessee each agree to execute and deliver to the
other any instruments that may be required to effectuate or
facilitate the provisions of this Lease relating to condemnation.
14 . Damage and Destruction to the Property.
( a) Obligation to Rebuild. In the event that some or
all of the property is damaged or destroyed, partially or totally
from any cause whatsoever, whether or not such damage or destruc-
tion is covered by an insurance required to be maintained under
Section 12 above, then unless this Lease is terminated pursuant
to Section 14 ( c) below, the Lessee shall repair, restore and
rebuild the property to its condition existing immediately prior
to such damage or destruction and this Lease shall remain in full
force and effect. Such repair, restoration and rebuilding ( all
of which are herein called "repair" ) shall be commenced within a
reasonable time after such damage or destruction has occurred ,
shall be diligently pursued to completion, and shall be in
accordance with Section 9 above . Such repair shall be done
pursuant to plans and specifications approved by Lessor, which
approval shall not be unreasonably withheld.
(b) Insurance Proceeds. Except as otherwise provided
in Section 14(c) , the proceeds of any insurance maintained under
Section 12 above shall be paid to Lessee. In the event the
insurance proceeds are insufficient to cover the cost of repair,
then any amounts required over the amount of the insurance
proceeds received that are required to complete the repair shall
be paid by the Lessee.
( c) Option to Terminate. If the property is damaged
or destroyed, either partially or totally , during the term of
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RIM :cr ,(12/20/S3)
E : 3
this Lease , the Lessee may at its option cancel and terminate
this Lease as of the date of occurrence of such damage by giving
written notice to the Lessor of the Lessee' s election to do so
within thirty ( 30 ) days of occurrence of such damage . If the
Lessee elects to terminate this Lease pursuant to this Section
14 ( c) , then any insurance proceeds shall first be applied to
reduce or discharge permitted leasehold mortgages as provided in
Section 15 below, and second shall be distributed to the Lessor .
(d) Abatement of Rent. Notwithstanding the partial or
total destruction or damage of the property or any part thereof,
and notwithstanding whether the destruction or damage is insured
or not, there shall be no abatement of rent of any obligation of
the Lessee hereunder by reason of such damage or destruction
under this Section 14 unless the Lease is terminated pursuant to
any provision of this Lease.
15. Leasehold Mortgages.
( a ) Right to Encumber. The Lessee shall have the
right at any time to subject its leasehold estate in the property
to one or more mortgages or deeds of trust (collectively "lease-
hold mortgages" ) as security for a loan or loans or other obli-
gation of the Lessee provided : ( i) the Lessee shall provide the
Lessor at least ten ( 10 ) days ' prior notice of any leasehold
mortgage together with copies of all loan documents; ( ii ) in the
case where loan proceeds are to be used for purposes other than
leasehold improvements, such loans or obligations shall not
exceed the lessor of eighty percent (80% ) of the fair market
value of the leasehold as determined at the time the loan is
made, or seventy-five percent (75% ) of the fair market value of
the property as determined as of the date the Than is made; ( iii)
in the case where loan proceeds are to be used solely to finance
approved construction and improvements on the leasehold, the
aggregate amount of all such loans and obligations shall not
exceed the lesser of eighty percent (80% ) of the estimated fair
market value of the leasehold after completion of approved
construction, or seventy-five percent (75%) of the estimated fair
market value of the property after completion of approved
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v. 1 / 1 ') /')n /A21
construction; and ( iv) all such loans and other obligations shall
provide that Lessee make level loan payments for each month the
loan is outstanding , that Lessee pay all amounts due by no later
than the expiration date of the term of this Lease, and that the
lender notify Lessor if Lessee is in default on any loan or
obligation. The cost of construction shall be construed in its
broadest sense and shall include, in addition to hard costs of
construction, all planning , architecture , engineering , legal
fees, financing costs, including brokerage, and costs of furn-
iture, fixtures and equipment required in rehabilitating ,
reconstructing or otherwise improving the property.
( b ) Notices to Mortgagee. If any trustee or mortgagee
which has a security interest in the Lessee' s estate registers
with the Lessor by written notice specifying the name and address
of such trustee or mortgagee, the Lessor shall thereafter give
such trustee or mortgagee a copy of each notice of default for
which provision is made in this Lease at the same time and
whenever such notice shall be given to the Lessee , such copy to
be addressed to such trustee or mortgagee at the address last
furnished to Lessor as provided hereinabove. In the event of any
such registration, the Lessor shall not be entitled to serve a
notice of termination upon the Lessee unless a copy of any prior
notice of default shall have been provided at the time as here-
inafter specified for the curing of such default and the time
specified shall have been expired without such default having
been cured. The performance by any trustee or mortgagee or any
condition or agreement on the part of the Lessee to be performed
with the same force and effect as though performed by the Lessee.
(c) Right to Cure. The Lessor agrees that it shall
not terminate this Lease because of any default or breach
hereunder on the part of the Lessee if any trustee or mortgagee ,
within ten ( 10 ) days after service of written notice on such
trustee or mortgagee by the Lessor of its intention to terminate
this Lease for such default or breach, shall:
( i) Cure such default if the same can be cured by
the payment or expenditure of money provided to be paid under the
terms of this Lease , or if such default or breach is not so
-22-
R• "3 119 /9n /A41
curable, commences foreclosure or similar proceedings under the
leasehold mortgage for the purpose of acquiring, or causing to be
sold, the leasehold interest of the Lessee encumbered thereby and
thereafter diligently prosecutes such foreclosure or other
proceedings; and
( ii) Keep and perform all of the covenants and
conditions of this Lease requiring the payment or expenditure of
money by the Lessee until such time as such leasehold interest
shall be sold upon foreclosure pursuant to the leasehold mortgage
or shall be released or reconveyed thereunder; provided, however,
that if any such trustee or mortgagee shall fail or refuse to
comply with any of the conditions of this Section 14 (c) , then
and thereupon the Lessor shall be released from the covenant of
forebearance herein contained.
(d) New Lease.
( i ) No notice of termination of this Lease shall
be effective unless any trustee or mortgagee shall have been
notified as provided in Section 14( c) . The trustee or mortgagee
shall have the right to notify the Lessor in writing , within ten
( 10 ) days after receipt by such trustee or mortgagee of such
notice of termination, that (1) the trustee or mortgagee, or any
designee or nominee specified in such notice, hereinafter
referred to as "successor lessee" , elects to lease the property
from the date of termination of this Lease as specified in such
notice of termination for the remainder of the term of this Lease
upon the same terms , covenants and conditions as are herein set
forth and having the benefit of and vesting in the successor
lessee all of the rights, title, interest, powers and privileges
of the Lessee hereunder, and ( 2 ) the successor lessee further
obligates itself within fifteen (15) days after delivery to the
Lessor of such election: ( ( a) ) to cure the default upon which
such termination was based, or with respect to any default not
capable of being cured within fifteen (15 ) days, or which cannot
be cured without entry into possession, to proceed to effect such
cure with due diligence following delivery of possession; ( ( b) )
to pay the Lessor all rent and other charges due under this Lease
up to and including the date of commencement of the term of such
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v . 1 ( 17 /7n /R1 '
new lease; and ( (c ) ) to pay to the Lessor all expenses and
reasonable attorney' s fees incurred by the Lessor in connection
with any such default and with the preparation, execution and
delivery of such new lease.
( ii ) Upon compliance by the successor lessee
within such time, the Lessor shall thereupon execute and deliver
such new lease to the successor lessee, together with an assign-
ment of the Lessor ' s interest in an to any then existing sub-
leases where the sublessee may have been required attorned to the
Lessor. The Lessor shall not modify or amend any of the terms or
provisions of any such subleases so assigned during the period
between the expiration or termination of this Lease and the
execution and deliver of such new lease.
16 . Assignment.
( a ) Lessee ' s Right to Assign. Lessee shall have the
absolute right to assign or otherwise transfer lessee' s interest
in this Lease and the estate created by this Lease to a permitted
assignee, defined as follows:
( i ) An assignee whose net worth on the date of
assignment is equal to or greater than lessee ' s net worth at the
commencement of this Lease. Net worth shall mean the amount by
which the total assets shall exceed the total of all liabilities
as determined by an independent certified public accountant in
accordance with generally accepted accounting principles. For
the purpose of this paragraph, the sale, assignment, transfer, or
other disposition of any of the issued and outstanding capital
stock of Lessee, or of the interest or any general partner or
joint venturer or syndicate member or cotenant if Lessee is a
partnership or joint venture or syndicate or cotenancy, which
shall result in changing the control of Lessee, shall be con-
strued as an assignment of this Lease. Control, in provision of
this Lease, relating to assignment, means 50 percent or more of
the voting power.
( ii ) Neither devolution by will or otherwise on
death, nor transfer to a member or members of the family of
lessee or to any stockholder, partner, joint venturer, cotenant
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E: 3 (12/20/83)
or other member of Lessee, nor transfer to a personal represen-
tative on death or incompetence, shall constitute an assignment
under provisions of this Lease.
In addition, the sale, exchange, or transfer of a
limited partnership interest ( including the admission of new
limited partners) shall not constitute an assignment under the
provisions of this Lease . Finally , notwithstanding any other
provision of this Section 16( a) , the sale, exchange, or transfer
of a general partnership interest to one or more of the general
partners of Lessee shall not constitute an assignment under the
provisions of this Lease.
(b) Conditions Precedent to Assignment. The following
are conditions precedent to Lessee' s right of assignment:
( i) Lessee shall give Lessor reasonable notice of
the proposed assignment with appropriate documentation as
evidence that the proposed assignee qualifies as a permitted
assignee.
( ii ) Except as otherwise provided in this Lease
for a permitted mortgagee, the proposed assignee shall , in
recordable form, expressly assume all the covenants and condi-
tions in this Lease.
( iii) Lessee shall pay Lessor the sum of
$1 ,000 .00 to enable Lessor adequately to investigate the proposed
assignee ' s qualifications as a permitted assignee. Lessor shall
not be required to account for the use of the sum paid, but
Lessor shall refund it in full if Lessor rejects the proposed
assignee and the rejection is not sustained by arbitration. The
amount payable by Lessee pursuant to this Section 16 (b) ( iii)
shall be increased by the percentage increase in the CPI last
published prior to notice of the proposed assignment over the CPI
last published prior to January 1 , 1984 .
(c) Arbitration of Lessor' s Disapproval. The
effective date of the assignment shall be thirty (30) days after
Lessee 's notice of the proposed assignment unless, within that
time , Lessor gives notice of a valid objection that the proposed
assignee is not a permitted assignee. Lessor' s failure to give
notice within that time shall constitute a waiver of objection to
-25-
'+ _ , I ,1 /(l, \
•
the assignment. Promptly after Lessor gives notice of objection,
unless Lessee yields to Lessor ' s objection, the issue shall be
arbitrated. If the arbitration award is in favor of Lessee, the
assignment shall be effective as if the Lessor had not objected .
If the award is in favor of the Lessor, the assignment shall be a
nullity.
(d ) Lessee' s Nonliability After Assignment. On any
assignment made in accordance with the provisions and conditions
of this Lease, but in no event until completion of improvements ,
lien free, as required of Lessee under this Lease, Lessee shall
have no further obligation under this Lease, and as between
Lessor and Lessee, shall be considered to have assigned to
assignee all claims against Lessor arising under this Lease..
Nothing herein contained shall be construed to release Lessee
from any liability or obligation arising before the effective
date of the assignment.
(e) Additional Compensation to Lessor. Subject to the
provisions of Section 16( f ) , in the event the Lessee receives
compensation for the assignment of its interest in this Lease ,
which the Lessor consents to as provided in this Section 16, then
the Lessee shall pay to Lessor as additional rent an amount equal
to one-third of the compensation received by Lessee which is in
excess of the base compensation amount for the year in which the
assignment occurs. The base compensation amounts are as follows:
YEAR OF THE LEASE BASE COMPENSATION AMOUNT
1 - 7 $ 690,000.00
8 $ 731 ,000 .00
9 $ 774,000.00
10 $ 818 ,000 .00
11 - end of term $ 864,000.00
Notwithstanding the foregoing, in no event shall the additional
rent due the Lessor under this Section 16(e) exceed $35,000.00
w.
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L' . '7 /1 ') /7(1 /All
plus a cost of living adjustment (the sum of these two amounts is
referred to herein as to "adjusted maximum amount" ) computed in
the same manner and at the same time periods as provided for rent
in Section 5 (c) above.
For purposes of the preceding computation, the first
year of the Lease shall commence upon the expiration rehabili-
tation period, as provided for in Section 4 above, and if less
than one hundred percent (100% ) of the Lessee ' s interest in this
Lease is assigned, the base compensation amount and the adjusted
maximum amount shall be adjusted to that portion of the base
compensation amount and the adjusted maximum amount which bears
the same percentage of the base compensation amount and the
adjusted maximum amount, respectively as the percentage of the
Lessee ' s leasehold interest assigned; for example, if in year 7 ,
the Lessee assigns 33 . 33 percent of its leasehold interest for
$450 ,000 .00 , the Lessor shall be entitled to one-third of the
difference between $450 , 000 . 00 and $ 230,000.00 ($230,000 bears
the same percentage to the base compensation in year 7 of
$ 690 ,000 . 00 as the percentage assigned, 33 . 33% ) not to exceed
one-third of $ 35 ,000 .00 , plus a cost of living adjustment as
provided in Section 4 above , or $ 11 , 667 . 00 ( under Section 4 ,
there is no cost of living adjustment until year 11 . Conse-
quently , the adjusted maximum amount is $35 , 000 . 00 , and
$11 , 667 . 00 bears the same percentage to the adjusted maximum
amount of $35 ,000 .00 as the percentage assigned 33 .33% ) .
( f ) Noncompliance. Any purported assignment which is
not made in strict compliance with Section 16 shall be null and
void and of no effect.
17 . Subletting.
( a) Right to Sublease. The Lessee shall have the
right to sublet all or any part of the property , provided the
following provisions are complied with:
( i ) The Lessee first obtains the Lessor' s prior
written consent to the sublease and the use for which the sub-
lessee intends to use the property or any part thereof. Such
written consent of the Lessor shall not be unreasonably withheld,
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D . O /1 0 /9!1 /07
except that the Lessor may reasonably or unreasonably withhold
its consent to any sublessee who intends to use the property in a
manner which is not appropriate or consistent with the goals and
objectives of a public agency such as the Lessor.
( ii ) Each sublease shall contain a provision ,
satisfactory to the Lessor, requiring the sublessees to attorn to
the Lessor or its successors or assigns ( as provided in Section
18 below) or, in the event of any proceeding to foreclose any
leasehold mortgage , to the leasehold mortgage , or any person
designated in a notice from each leasehold mortgagee , if the
Lessee ' s defaults under this Lease and if the sublessee is
notified of the Lessee ' s default and instructed to make sub-
lessee ' s rental payments to the Lessor or such leasehold mort-
gagee or person designated in a notice from such leasehold
mortgagee. •
( iii ) Each sublease shall contain an express
acknowledgment and agreement by the sublessee that in the event
the sublessee is required to attorn as provided in Section 18
below, not more than three ( 3 ) months ' rent ( including security
deposits ) theretofore actually prepaid by the sublessee to the
Lessee will be recognized or allowed as a credit against any rent
or other sums which the person to whom the sublessee attorns is
entitled to receive or receive from the sublessee.
( iv) The Lessee obtains the Lessor ' s consent to
the form of sublease to be used , which consent shall not be
unreasonably withheld .
(v) The Lessee shall , promptly after execution of
each sublease or amendment thereto , notify the Lessor of such
execution and of the name and mailing address of the sublessee
and shall , on request , provide the Lessor with a copy of the
sublessee or amendment.
( b ) Lessor , at its sole discretion , may waive all or
any of the provisions of subparagraph ( a) of this Paragraph in
connection with the approval of the sublease.
Revised -28-
E : 3 ( 12/22/83 )
18 . Attornment.
( a ) In the event of a termination of this Lease prior
to the expiration of its term (other than upon a. termination by
reason of condemnation or the election of the Lessee to terminate
and not reconstruct, as provided in Section 13 and Section 14
above ) the Lessor, at its sole election, may require any or each
sublessee to attorn to the Lessor, and thereby continue its
sublease in effect on the same terms and conditions as set forth
in such sublease but as a direct lease, subject to the payment,
when due, of all rentals payable for any period after termination
of this Lease and to compliance on the part of the sublessee with
each and every term and condition of its sublease. In the event
the Lessor requires a sublessee to attorn who is then in default
under the terms of the sublease, the sublessee shall be required
to pay any amounts due with respect to such default to the
Lessor, who shall then apply such amounts in the same manner as
provided for subrents assigned to the Lessor pursuant to Section
19 (h) below.
(b ) In the event the Lessor in its sole discretion
should elect to approve a sublease with different attornment
provisions, the requirements of subparagraph (a) of this Para-
graph shall be inoperative as to that sublease.
19 . Lessee' s Default.
( a ) Events. The occurrence of any of the following
shall constitute a default by the Lessee:
( i ) Failure to pay rent or any other payment
required to be made by the Lessee hereunder as and when due, and
such failure continues for five ( 5 ) days after notice from the
Lessor to the Lessee to pay the rent or other payment delinquent.
( ii) Abandonment or surrender of the property or
the leasehold estate.
( iii) The making of a purported assignment by the
Lessee which is not in accordance with Section 16 above, unless
such purported assignment is rescinded by the Lessee and the
purported assignee is removed from the property within five ( 5 )
days after notice from the Lessor to the Lessee of the Lessor' s
-29-
F. (17 //mail
intention to terminate this Lease because of the purported
assignment.
( iv) Failure to perform any other express or
implied covenant or provision of this Lease , if the failure to
perform is not cured within thirty (30) days after written notice
by the Lessor to the Lessee of such failure to perform. If the
default cannot reasonably be cured within thirty (30) days, the
Lessee shall not be in default of this Lease if the Lessee
commences to cure the default within the thirty-day period, and
thereafter diligently and in good faith prosecutes the same to
completion.
( v ) The subjection of any right or interest to
attachment, execution, or other levy, or to seizure under legal
process, if not released within ninety (90) days, except that
foreclosure by any mortgagee or trustee entitled to receive
notice under the provisions of Section 15(b) above shall not be
construed as a default within the meaning of this Section.
(vi ) An assignment by the Lessee for the benefit
of creditors or the filing of a voluntary or involuntary petition
by or against the Lessee under any law for the purpose of
adjudicating the Lessee as bankrupt ; or for extending time for
payment, adjustment or satisfaction of the Lessee' s liabilities;
or for reorganization, dissolution, or arrangement on account of
or to prevent bankruptcy or insolvency; unless the assignment or
proceeding, and all consequent orders, adjudications, custodies,
and supervisions are dismissed, vacated, or otherwise permanently
stayed or terminated within ninety days after the assignment
filing , or other initial event. If the Lessee consists of more
than one person or entity or is a partnership, any such assign-
ment or filing by or against any such person or entity or any
general partner with a partnership interest of at least twenty
percent ( 20% ) shall be deemed an assignment or filing by or
against the Lessee.
(vii) The appointment of a receiver to take
possession of the property or of the Lessee ' s interest in the
leasehold estate or of the Lessee' s operations on the property
for any reason.
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(b) Lessor' s Obligation. The Lessor shall be under no
obligation to observe or perform any covenant of this Lease on
its part to be performed which accrues after the date of any
default by the Lessee hereunder.
( c ) Notices. Any notices given under this Section
shall specify the alleged default and the applicable Lease
provisions, and shall demand that the Lessee perform the pro-
visions of this Lease or pay the rent that is in arrears, as the
case may be, within the applicable period of time, or quit the
premises. No such notice shall be deemed a forfeiture or a
termination of this Lease unless the Lessor so elects in the
notice.
(d ) Cumulative Remedies. If any default by the Lessee
shall continue uncured, following notice of default as required
by this Section 19 , for the period, if any, the Lessor shall have
the remedies described in this Section 19 in addition to all .
other rights and remedies provided by law or equity, to which the
Lessor may resort cumulatively or in the alternative.
( e ) Reentry without Termination. The Lessor may at
the Lessor ' s election, reenter the property with or without
process of law, and without terminating this Lease, at any time
and from time to time relet the property or any part or parts of
it for the account and in the name of the Lessee or otherwise .
The Lessor may at its election eject all persons or eject some
and not others or eject none, subject to any trustee ' s or
mortgagee' s right to cure or enter in a new lease as provided in
Section 15 ( c) and 15 (d) above. Any reletting may be for the
remainder of the term or for a longer or shorter period. The
Lessor may execute any leases made under this provision either in
the Lessor' s name or in the Lessee' s name and all rents from the .
use, operation or occupancy of the property shall be applied in
the same manner as assigned subrents as provided in Section 19( h)
below. The Lessee shall nevertheless pay to the Lessor on the
dates specified in this Lease the equivalent of all sums required
of the Lessee under this Lease, plus the Lessor ' s expenses, less
the proceeds of any rents collected under this provision. No act
by or on behalf of the Lessor under . this provision shall con-
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a . o i i n /eel /00 \
stitute a termination of this Lease unless the Lessor gives the
Lessee specific notice of termination.
( f) Termination. Subject to the provisions of Section
19 ( c ) and 19 ( d ) above , the Lessor may at the Lessor' s election
terminate this Lease by giving the Lessee notice of termination .
In the event the Lessor terminates this Lease , the Lessor may
recover possession of the property ( which the Lessee shall
surrender and vacate upon demand in accordance with Section 2 ( d )
above) and remove all persons and property therefrom , and the
Lessor shall he entitled to recover as damages all of the
following :
( i ) The worth at the time of the award of any
unpaid rent or other charges which have been earned at the time
of termination;
( ii ) The worth at the time of the award of the
amount by which the unpaid rent and other charges which would
have been earned after termination until the time of the award
exceeds the amount of the loss of such rental or other charges
that the Lessee proves could have been reasonably avoided;
( iii ) The worth at the time of the award of the
amount by which the unpaid rent and other charges for the balance
of the term after the time of the award exceeds the amount of the
loss of such rental and other charges that the Lessee proves
could have been reasonably avoided ;
( iv) Any other amount necessary to compensate the
Lessor for the detriment proximately caused by the Lessee ' s
failure to perform its obligations under this Lease or which in
the ordinary course of things would be likely to result there-
from, including , without limitation, reasonable attorney ' s fees,
real estate commissions, and the cost of recovering the property;
and
( v ) At the Lessor' s election, such other amounts
in addition to or in lieu of the foregoing as may be permitted
from time to time by applicable California law.
The worth, at the time of the award, as used in ( f ) ( i )
and ( ii ) of this Paragraph , is to be increased by allowing in-
terest at the rate of the greater of twelve percent ( 12% ) or the .
Revised -32-
E : 3 ( 12/22/83 )
prime rate , as is charged by the Security Pacific Bank from time
to time. "The worth at the time of the award" , as referred to in
( f ) ( iii ) of this Paragraph , is to be decreased by discounting
such amount at the discount rate of the Federal Reserve Bank of
San Francisco. The amount recoverable by the Lessor pursuant to
this Section 19 ( f ) shall include , but is not limited to , any
costs or expenses incurred by the Lessor in maintaining or pre-
serving the property after such default , preparing the property
for reletting to a new tenant , accomplishing any repairs or al-
terations to the property for the purpose of such reletting ,
rectifying any damage thereto occasioned by the act or omission
of the Lessee or any other costs necessary or appropriate to
relet the property.
(g) Use of the Lessee ' s Personal Property. Subject to
the provision of Section 15 (c) and 15 (d) above , the Lessor may,
at the Lessor ' s election, use any or all of the Lessee ' s personal
property and trade fixtures located on, about or appurtenant to
the property without compensation and without liability for use
or damage , or store them for the account and at the cost of the
Lessee . The election of one remedy for any one item shall not
foreclose an election or any other remedy for another item or for
the same item at a later time.
(h) Assignment of Subrents . The Lessee assigns to the
Lessor all subrents and other sums failing due from sublessees,
during any period in which the Lessor has the right under this
Lease , whether exercised or not , to reenter the premises for the
Lessee ' s default, and the Lessee shall not have any right to such
sums during that period . This assignment is subject to any
trustee ' s or mortgagee ' s right to cure or enter into a new lease
provided in Sections 15 ( c ) and 15 ( d ) above . The Lessor may
either or both collect these sums or bring action for the
recovery of the sums directly from such obligors . The Lessor
shall receive and collect all subrents and proceeds from relet-
ting , applying them : first , to the payment of reasonable
expenses ( including attorneys ' fees or brokers ' commissions or
both ) paid or incurred by or on behalf of the Lessor in recover-
ing possession, placing the property and improvements in good
Revised -33-
E : 3 ( 12/22/83 )
condition, and preparing or altering the premises or improvements
for relettinq ; second , to the reasonable expense of securing new
sublessees ; third , to the fulfillment of the Lessee ' s covenants
under this Lease to the end of the term; and fourth , to the
Lessee ' s account . The Lessee shall nevertheless pay to the
Lessor on the due dates specified in this Lease the equivalent of
all sums required of the Lessee under this Lease , plus the
Lessor' s expenses , less the proceeds of the sums assigned and
actually collected under this provision.
( i ) Lessor' s Right to Cure Lessee ' s Default . The
Lessor , at any time after the Lessee commits a default , may, but
is not obligated to, cure the default at the Lessee ' s cost . If
the Lessor at any time , by reason of the Lessee ' s default , pays
any sum or does any act , the sum paid by the Lessor plus the
reasonable cost of performing such act shall be due as additional
rent immediately at the time the sum is paid or the act per-
formed . No such payment or act shall constitute a waiver of
default or of any remedy for default or render the Lessor liable
for any loss or damage resulting from any such act .
( j ) Unavoidable Default or Delay . Any prevention,
delay , nonperformance , or stoppage due to any of the following
causes shall excuse performance for a period equal to any such
prevention , delay, nonperformance or stoppage , except the obli-
gations imposed by this Lease for the payment of rent , taxes ,
insurance , or other monetary obligations under this Lease. The
causes referred to above are strikes, lockouts , labor disputes ,
failure of power , irresistible superhuman cause, acts of public
enemies of this state or of the United States , riots , insur-
rections , civil commotion , inability to obtain labor or materials
or reasonable substitutes for either, governmental restrictions
or regulations or controls ( except those reasonably foreseeable
in connection with the uses contemplated by the Lease ) , casual-
ties not contemplated by insurance provisions of this Lease, or
other causes beyond the reasonable control of the party obligated
to perform.
( k) Nonwaiver of Rights. No waiver of any default of
the Lessee by the Lessor shall constitute a waiver by the person
Revised -34-
E : ' 3 ( 12/22/83)
of any other breach or default of the Lessee , whether the same or
any other covenant or condition. No waiver, benefit , privilege ,
or service voluntarily given or performed by the Lessor shall
give the Lessee any contractual right by custom, estoppel or
otherwise . The subsequent acceptance of rent by the Lessor
pursuant to this Lease shall not constitute a waiver of any
preceding default by the Lessee other than default in the payment
of the particular rental payment accepted , regardless of the
Lessor ' s knowledge of the preceding breach at the time of
accepting the rent , nor shall acceptance of rent or any other
payment after termination constitute a reinstatement , extension,
or renewal of this Lease or revocation of any notice or other act
by the Lessor.
( 1 ) Lessor ' s Default. The Lessor shall not be deemed
to be in default in the performance of any obligation required to
be performed by it under this Lease unless and until it has
failed to perform such obligation within thirty ( 30 ) days after
written notice by the Lessee to the Lessor specifying wherein the
Lessor has failed to perform such obligation; provided , however,
that if the nature of the Lessor' s obligation is such that more
than thirty ( 30 ) days are required for its performance then the
Lessor shall not be deemed within such thirty ( 30 ) day period ,
and thereafter , diligently and in good faith prosecute the same
to completion.
20 . Right of First Refusal .
Provided the Lessee is not at the time in default under
the terms of this Lease, for the term of this Lease , the Lessor
hereby grants to the Lessee a right of first refusal to purchase
the property as follows:
( a ) Before the Lessor may sell , lease, or otherwise
convey the property or any interest therein to any other party
except ( i ) a public entity affiliated with the Lessor; or ( ii ) a
non-profit corporation formed by Lessor for public or charitable
purposes , the Lessor shall give the Lessee notice of the terms
and conditions upon which the Lessor is willing to sell the
property, and
E: 3 ( 12/20/83) -35-
Revised 12/22/83
( b ) The Lessee shall have thirty (30 ) days within
atg which to give notice to the Lessor that the Lessee desires to
purchase the property on the terms and conditions stated in the
Lessor ' s notice . If the Lessee so notifies the Lessor the
purchase and sale of the property shall proceed between the
Lessor and the Lessee as provided in the Lessor ' s notice. If the
Lessee fails to so notify the Lessor within thirty (30) days, the
Lessor may, within a period of ten ( 10 ) months thereafter sell
the property to any person on terms and conditions no more
favorable to the purchaser than those stated in the Lessor ' s
original notice to the Lessee.
j
21. Landscaping.
Notwithstanding Section 10 above, the Lessor shall
maintain, at its sole cost, the landscaping on that portion of
1 the property fronting Eight and Central Streets, which is more
particularly described on the attached Exhibit "F" .
22. Late Charges.
The Lessee hereby acknowledges that late payment by the
Lessee to the Lessor of rent and other sums due hereunder will
cause the Lessor to incur costs not contemplated by this Lease,
the exact amount of which will be extremely difficult to
ascertain. Such costs include, but are not limited to, pro-
cessing and accounting charges. Accordingly, . if any installment
of rent or any other sum due from the Lessee shall not be
received by the Lessor or the Lessor' s designee within ten (10 )
days after such amount shall be due, then, without any require-
ment for notice to the Lessee, the Lessee shall pay to the Lessor
a late charge equal to 6% of such overdue amount. The parties
hereto agree that such late charge represents a fair and
reasonable estimate of the costs the Lessor will incur by reason
of late payment by the Lessee. Acceptance of such late charge by
Lessor shall in no event constitute a waiver of Lessee' s default
with respect to such overdue amount, nor prevent Lessor from
exercising any of the other rights and remedies granted
hereunder.
-36-
23. Miscellaneous.
( a) Compliance with Law . The Lessee shall comply with
all applicable federal, state and local laws, rules, and regu-
lations. In the event of any failure to so comply and in the
event such failure causes or threatens to cause the revocation of
any certificate of occupancy affecting any portion or causes or
threatens to cause legal action to be brought against the Lessor
or affecting any portion of the property, the Lessee shall
promptly and diligently correct such failure. In the event the
Lessee fails to commence appropriate corrective action within ten
( 10 ) days or such longer period as may be provided elsewhere
herein after receipt of written notice from the Lessor to
commence to correct such failure, or immediately in the event any
certificate of occupancy is in immediate threat of revocation,
the Lessor may take such corrective action, and the Lessee shall
reimburse the Lessor for the cost of such corrective action, and
such costs shall be assessed against the Lessee as a personal
debt and obligation of the Lessee.
(b ) Notices to Parties. Any notice, demand, request,
consent, approval , designation or other communication which
either party is required or desires to give or make or commun-
icate to the other party shall be in writing and shall be given
or made or communicated by personal delivery or by United States
registered or certified mail , addressed, in the case to the
Lessee to:
California Historic Properties
1028 Second Street
Old Sacramento, CA 95814
Attention: Ronald T. Curtis
and addressed, in the case of the Lessor to:
City Manager
City of Seal Beach
211 Eighth Street
Seal Beach, CA 90760
-37-
subject to the right of either party to designate a different
address by notice similarly given. Any notice, demand , request,
consent, approval, designation, including any duplicate original,
or other communication so sent shall be deemed to have been
given, made or communicated, as the case may be, on the date the
same was personally delivered to the recipient or delivered by
the United States mail as registered or certified matter, with
postage thereon fully prepaid.
(c ) Partial Invalidity . If any term, covenant,
condition or provision of this Lease or the application thereof
to any person or circumstances shall , at any time or to any
extent, be invalid or unenforceable, the remainder of this Lease,
or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term,
covenant, condition and provision of this Lease shall be valid
and be enforced to the fullest extent permitted by law.
(d ) Estoppel Certificate. The Lessor and the Lessee
shall each at any time and from time to time upon not less than
fifteen (15) days prior written notice from the other, execute ,
acknowledge and deliver to the other a statement in writing ( i )
certifying that this Lease is in full force and effect, or if
modified, stating the nature of such modification and certifying
that this Lease, as so modified, is in full force and effect, and
the dates to which the annual rent and other rents or charges are
paid; and ( ii) acknowledging that there are not, to the certi-
fying party' s knowledge, any uncured defaults on the party of any
other party hereunder, or specifying such defaults, if any are
claimed. If the party fails to execute, acknowledge and deliver
an estoppel certificate within such time, a statement submitted
by the other party may be conclusively relied upon.
( e ) Memorandum of Lease. Upon execution hereof, at
the request of either party, the parties shall execute a memo-
randum of this Lease which shall then be recorded with the County
Recorder of Orange.
-38-
rn . n ', n )nn Inn
( f ) Attorneys' Fees. If any party brings an action to
enforce the terms hereof or declare rights hereunder, the
prevailing party in any such action shall be entitled to its
reasonable attorneys ' fees to be paid by the losing party as
fixed by the court.
(g ) Quiet Possession. The Lessor warrants that it now
has sufficient title to the property to lease it to the Lessee;
and the Lessor covenants and agrees that the Lessee, upon payment
of rent and observing and performing covenants, agreements,
conditions and other provisions of this Lease shall have quiet
possession of the property during the term of this Lease subject
to the terms of this Lease.
(h ) Representations and Warranties. The Lessor and
the Lessee each to the other represent and warrant that each has
the power and authority to execute and deliver this Lease and to
carry out and perform all covenants to be performed by each
hereunder.
( i ) Joint and Several Obligations. If either the
Lessor or Lessee consists of more than one person, the obligation
of all such persons shall be joint and several.
( j ) Access for Lessor. The Lessor and its agents
shall have free access to the property during all reasonable
hours throughout the term of this Lease for the purpose of
inspecting the property , exhibiting the property to persons
interested in acquiring or lending upon the Lessor ' s interest in
the property , and making alterations, repairs and the like to the
property which the Lessor deems necessary or desirable.
(k) Successors and Assigns. Subject to the provisions
of this Lease on assignment and subletting, all of the covenants
and conditions of this Lease shall be binding on and shall inure
to the benefit of the successors and assigns of the parties.
( 1 ) Time of Essence. Time is of the essence with
respect to the performance of every provision of this Lease in
which time of performance is a factor.
(m) Brokers. The Lessor and Lessee each warrants to
and for the benefit to the other that it has had no dealings with
any real estate broker or other agent ( attorneys excepted) in
-39-
P. '! III /In /Q'� \
connection with the negotiation or making of this Lease.
( n) Surrender or Cancellation. The voluntary or other
surrender of this Lease by the Lessee, or a mutual cancellation
hereof, shall not work a merger, and shall terminate all or any
existing subleases, unless the Lessor requires of any or all of
such subleases to attorn to the Lessor, as provided in Section 18
above.
(o) Entire Agreement. This Lease contains the entire
agreement between the parties. No verbal agreement or implied
covenant shall be held to vary the provisions hereof , any state-
ments, law or custom to the contrary notwithstanding. No
promise, representation, warranty or covenant not included in
this Lease has been or is relied on by either party. Each party
has relied on its own inspection of the property and examination
of this Lease, the counsel of its own advisors, and the
warranties, representations, and covenants in this Lease itself .
The failure or refusal of either party to inspect the property,
to read this Lease or other documents, or to obtain legal or
other advice relevant to this transaction constitutes a waiver of
any objection, contention, or claim that might have been based on
such reading, inspection or advice.
( p) Modification. No provision of this Lease may be
amended or varied except by an agreement in writing signed by the
parties hereto or their respective successors in interest.
(q) Governing Law . This Lease is made in accordance
with and shall be governed and construed under the laws of the
State of California.
IN WITNESS WHEREOF , the undersigned have executed this
Lease.
CITY OF SEAL BEACH CALIFORNIA HISTORIC PROPERTIES-80
BY: reteL-/ BY: i=�
X / RONALD T=CURTIS
-40-
n . , Il nl /flf /on
EXHIBIT A
Legal Description of Property Being Leased
LEGAL DESCRIPTION OF OLD CITY HALL PROJECT
Being those portions of Lots 1 , 3, 5 and 7, and Block 107 of Bay
City Map in the City of Seal Beach, County of Orange, State of
California, recorded in Book 3, Page 19 of miscellaneous maps,
records of Orange County, more particularly described as follows:
Beginning at the southeast corner of said Lot 1 ;
Thence, northeasterly 87 feet along the easterly line of said
Lots 1 , 3, 5 and 7, said easterly lot line also being the westerly
line of 8th Street, to a point of intersection with the easterly
prolongation of the exterior face of the northerly wall of the
old City Hall building constructed in 1929;
Thence, northwesterly perpendicular to said 8th Street, along
the exterior face of said wall and its prolongation, 58. 3 feet;
Thence, northeasterly, parallel to 8th Street, 10.7 feet;
Thence, northwesterly, perpendicular to 8th Street, 59. 2 feet, to
the westerly line of said Lots 1 , 3, 5 and 7;
Thence, southwesterly 97.7 feet along said westerly line to the
southwest corner of Lot 1 ;
Thence, southeasterly 117. 5 feet along the southerly line of
Lot 1 to the point of beginning.
r EXHIBIT B
Six (6) Off—Street Parking Spaces
1
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NO SC-A.L'EE.
Exibit C
Parking Facilities
Parking facilities located within the area bounded by the Pacific Coast Highway;
Pacific Ocean; 7th Street; and 10th Street; in the City of Seal Beach, California.
Exibit D
Plans labeled OLD CITY HALL, SEAL BEACH dated December 20, 1983, consisting
of sheets A-1/15; 5-1/5; P-1/3; M-1/5; E-1/8 and specification labeled Specification
For The OLD CITY HALL, SEAL BEACH, dated September 26, 1983 as prepared
by Thirtieth Street Architects, Inc., 2821 Newport Boulevard, Newport Beach,
California.