HomeMy WebLinkAboutAGMT - California State Lands Commission (Lease No PRC3792.1) TidelandsRECORDED AT THE REQUEST OF
AND WHEN RECORDED MAIL TO:
STATE OF CALIFORNIA
State Lands Commission
Attn: Title Unit
100 Howe Avenue, Suite 100 -South
Sacramento, CA 95825-8202
STATE OF CALIFORNIA
OFFICIAL BUSINESS
Document entitled to free
Recordation pursuant to
Government Code Section 27383
County: Orange
SPACE ABOVE THIS LINE FOR RECORDER'S USE
STATE OF CALIFORNIA
STATE LANDS COMMISSION
AMENDMENT OF LEASE NO. PRC 3792.1
WHEREAS, the State of California, acting through the State Lands Commission,
hereinafter called Lessor, and, the City of Seal Beach, hereinafter called the Lessee, have
heretofore entered into an agreement designated as Lease No. PRC 3792.1 (Lease),
authorized by the State Lands Commission on February 27, 2018 and executed by the
State Lands Commission on June 22, 2018, whereby Lessor granted to Lessee a General
Lease - Public Agency Use covering certain State lands situated in Orange County; and
WHEREAS, Section 3, Paragraph 16(e) provides that the Lease may be terminated
and its terms, covenants and conditions amended, revised or supplemented only by
mutual written agreement of the Lessor and the Lessee (hereinafter referred to as the
Parties); and
WHEREAS, by reason of the foregoing, it is now the desire of the Parties to amend
the Lease.
NOW THEREFORE, the Parties hereto agree as follows:
Amend Section 1, Authorized Improvements and Land Use or Purpose to
include the construction, use, and maintenance of a 600 -square -foot patio
extension at the River's End Caf6.
• Authorize, by endorsement, a sublease with a 20 -year term, beginning
February 12, 2018, of a portion of Lease No. 3792.1, from the City of Seal
Beach to The Beach House at the River, LLC, for use and maintenance of
a restaurant and restroom.
Revise Section 1, Consideration, from $125 per year to $140 per year,
effective June 22, 2022.
Replace Exhibit C-3, Sublease Endorsement
Replace Exhibit B, Site and Location Map
The effective date of this Amendment to the Lease shall be February 25, 2022.
This Amendment is a portion of Lease No. PRC 3792. 1, with a beginning date of
June 22, 2016, consisting of four (3) sections with a total of thirty-six (36) pages, exclusive
of this amendment.
All other terms and conditions of the Lease shall remain in full force and effect.
This Amendment will become binding on the Lessor only when dulyexecuted on
behalf of the State Lands Commission of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
dates hereafter affixed.
LESSEE: CITY OF SEAL BEACH
By: ' l
Title: CAU 11
N.
Date:
ACKNOWLEDGMENT
STATE OF CALIFORNIA
STATE LANDS COMMISSION
By:
Brian Robert Bugsch
Chief
Title: i ant UlanaaPment Division
Chief, Land Management Division
Date: JUL 18 2022
Execution of this document was authorized by
the California State Lands Commission on
2/2! / 2.2
(Month Day Year)
CALIFORMA CERTIFICATE OF ACKNOWLEDGMENT
A notarypublic or other officer completing this certificate verifies only the identity of
the individual who signed the document to which this certificate is attached, and not
the truthfulness, accuracy, or validity of that document.
;
State of California )
x
County of
On V� � -2Zry�Z_ before me,, • �'l-�'L C`r �'✓l C� 11 r
(here Wert name and title of the officer)
personally appeared �Ai\ l
x
s
who proved to me on the basis of satisfactory evidence to be the persoUWwhose namekeis/af�e subscribed to I
. the within instrument and acknowledged to me that Ise/she/ti7ey executed the same ink/her/tfreir
2 authorized capacity(14s), and that by Ips/her/their signatureW on the instrument the personA, or the entity I
upon behalf of which the person acted, executed the instrument.
I I certify under PENALTY OF PERJURY under the laws of the R
State of California that the foregoing paragraph is true and correct.
R
DANA ENGSTROM j
Not
Public - California 9$L
Orange County
WITNESS my hand and official seal. _ ; ' Commission 4 2396569
My Carr.m. Exnires A7 5, 2026
3
Signature (Seal)
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Although the information in this section is not required by law, it could prevent fraudulent removal and reattachment of this acknowledgment to an
unauthorized document and may prove useful to persons relying on the attached document.
Description of Attached Document
The preceding Certificate of Acknowledgment is attached to a document
titled/for the purpose of
containing pages, and dated
The signer(s) capacity or authority is/are as:
❑ Individual(s)
❑ Attorney -in -Fact
❑ Corporate Officer(s)
❑ Guardian/Conservator
❑ Partner - Limited/General
❑ Trustee(s)
❑ Other:
representing:
Name(s) of Person(s) or Entity(ies) Signer is Representing
Method of
l.to me on the basis of satisfactory evidence:
form(s) of Identification Q credible witness(es)
Notarial event is detailed in notary journal on:
Page # Entry #
Notary contact:
Other
❑ Additional Signer(s) ❑ Signer(s)Thumbprint(s)
0 Copyright 2007-2017 Notary Rotary, PO Box 41400, Des Moines, IA 50311-0507. All Rights Reserved. Item Number 101772. Please contact your Authorized Reseller to purchase copies of this form.
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This Exhibit is solely for purposes of generally defining the lease premises, is
based on unverified information provided by the Lessee or other parties and is
not intended to be, nor shall it be construed as, a waiver or limitation of any
State interest in the subject or any other property.
MJF 12/27/2UZ1
Exhibit B
•
LEASE 3792
Fy,
CITY OF SEAL BEACH
GENERAL LEASE -
"''
PUBLIC AGENCY USE
ORANGE COUNTY
.. SA
MJF 12/27/2UZ1
Lease # PRC 3792
SUBLEASE ENDORSEMENT
State of California
State Lands Commission
Pursuant to Commission Minute Item No. dated February 25, 2022, the
herein sublease between, City of Seal Beach and Beach House at the River, LLC,
under a portion of State Lease #3792, is hereby approved.
By:
Robert Brian Bugsch, Chief
Land Management Division
RECORDED AT THE REQUEST OF
AND WHEN RECORDED MAIL TO:
STATE OF CALIFORNIA
State Lands Commission
Attn: Title Unit
100 Howe Avenue, Suite 100 -South
Sacramento, CA 95825-8202
STATE OF CALIFORNIA
OFFICIAL BUSINESS
Document entitled to free
Recordation pursuant to
Government Code Section 27383
County: Orange
SPACE ABOVE THIS LINE FOR RECORDER'S USE
STATE OF CALIFORNIA
STATE LANDS COMMISSION
AMENDMENT OF LEASE NO. PRC 3792.1
WHEREAS, the State of California, acting through the State Lands Commission,
hereinafter called Lessor, and, the City of Seal Beach, hereinafter called the Lessee, have
heretofore entered into an agreement designated as Lease No. PRC 3792.1 (Lease),
authorized by the State Lands Commission on February 27, 2018 and executed by the
State Lands Commission on June 22, 2018, whereby Lessor granted to Lessee a General
Lease - Public Agency Use covering certain State lands situated in Orange County; and
WHEREAS, Section 3, Paragraph 16(e) provides that the Lease may be terminated
and its terms, covenants and conditions amended, revised or supplemented only by
mutual written agreement of the Lessor and the Lessee (hereinafter referred to as the
Parties); and
WHEREAS, by reason of the foregoing, it is now the desire of the Parties to amend
the Lease.
NOW THEREFORE, the Parties hereto agree as follows:
• Amend Section 1, Authorized Improvements and Land Use or Purpose to
include the construction, use, and maintenance of a 600 -square -foot patio
extension at the River's End Caf6.
• Authorize, by endorsement, a sublease with a 20 -year term, beginning
February 12, 2018, of a portion of Lease No. 3792.1, from the City of Seal
Beach to The Beach House at the River, LLC, for use and maintenance of
a restaurant and restroom.
• Revise Section 1, Consideration, from $125 per year to $140 per year,
effective June 22, 2022.
Replace Exhibit C-3, Sublease Endorsement
Replace Exhibit B, Site and Location Map
The effective date of this Amendment to the Lease shall be February 25, 2022.
This Amendment is a portion of Lease No. PRC 3792.1, with a beginning date of
June 22, 2016, consisting of four (3) sections with a total of thirty-six (36) pages, exclusive
of this amendment.
All other terms and conditions of the Lease shall remain in full force and effect.
This Amendment will become binding on the Lessor only when duly executed on
behalf of the State Lands Commission of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
dates hereafter affixed.
LESSEE: CITY OF SEAL BEACH STATE OF CALIFORNIA
STATE LANDS COMMISSION
', J
Title: � Title:
i
Brian Robert Bugsch
Chief, Land Management Division
Date: I Date:
ACKNOWLEDGMENT Execution of this document was authorized by
the California State Lands Commission on
(Month Day Year)
CALIFORNIA CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of
the individual who signed the document to which this certificate is attached, and not
the truthfulness, accuracy, or validity of that document.
State of California )
Countyof
On`)Uv'LQ. 141 17,11ZZ before me, --�� - -V�',� �C '�►'�. PLA b� l I:r_ r
(h re insert name and title of the cer)
personally appeared
who proved to me on the basis of satisfactory evidence to be the persorx< whose nameV is/aa;a subscribed to
the within instrument and acknowledged to me that • she/4hey executed the same in +ris/her/thzeir
authorized capacity(, and that by Iris/her/their signature on the instrument the person, or the entity
upon behalf of which the person(81 acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the
State of California that the foregoing paragraph is true and correct.
DANA ENGSTROM
Notary Public - California
<Orange County a
WITNESS my hand and official seal. =a
Commission # 2396569
My Comm. Expires Arr 5, 2026
Signature
(Seal)
Optional Information
Although the information in this section is not required by law, it could prevent fraudulent removal and reattachment of this acknowledgment to an
unauthorized document and may prove useful to persons relying on the attached document.
Description of Attached Document
The preceding Certificate of Acknowledgment is attached to a document
titled/for the purpose of
containing pages, and dated
The signer(s) capacity or authority is/are as:
❑ Individual(s)
❑ Attorney -in -Fact
❑ Corporate Officer(s)
uu IM0
❑ Guardian/Conservator
❑ Partner - Limited/Gene
F1Trustee(s) , -
❑ Other:
ting:
Name(s) of Person(s) or Entity(ies) Signer is Representing
Method of
Proved to the basis of satisfactory evidence:
orm(s) of identification O credible witness(es)
Notarial event is detailed in notary journal on:
Page # Entry #
Notary contact:
Other
❑ Additional5igner(s) ❑ Signer(s)Thumbprint(s)
0 Copyright 2007-2017 Notary Rotary, PO Box 41400, Des Moines, IA 50311-0507. All Rights Reserved. item Number 101772. Please contact your Authorized Reseller to purchase copies of this form.
NO SCALE SITE
NO SCALE
SEAL BEACH
LOCATION
A A 11
NG 8 , SEAL 'BEA& I?
SAN PEDRO V
BAY
Exhibit B
LEASE 3792
CITY OF SEAL BEACH
GENERALLEASE-
PUBLIC AGENCY USE
ORANGE COUNTY
1RA Y
AT
MAP SOURCE: USGS QUAD
This Exhibit is solely for purposes of generally defining the lease premises, is
based on unverified information provided by the Lessee or other parties and is
not intended to be, nor shall it be construed as, a waiver or limitation of any
State interest in the subject or any other property.
MJF 1212112U21
Lease # PRC 3792
SUBLEASE ENDORSEMENT
r
State of California
State Lands Commission
Pursuant to Commission Minute Item No. dated February 25, 2022, the
herein sublease between, City of Seal Beach and Beach House at the River, LLC,
under a portion of State Lease #3792, is hereby approved.
Robert Brian Bugsch, Chief
Land Management Division
RESOLUTION 7296
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEAL
BEACH AUTHORIZING THE CITY MANAGER TO EXECUTE ON
BEHALF OF THE CITY OF SEAL BEACH AN AMENDMENT TO
LEASE AGREEMENT PRC 3792.1 BETWEEN THE CITY OF SEAL
BEACH AND THE CALIFORNIA STATE LANDS COMMISSION
RELATED TO THE IMPROVMENTS, CONSTRUCTION, USE AND
MAINTENANCE OF A 600 SQUARE FOOT DECK EXTENSION AT
THE BEACH HOUSE RESTAURANT AT 151ST STREET.
THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE:
Section 1. The City Council hereby approves the California State Lands
Commission Amendment of Lease Agreement No. PRC 3792.1, in the form
attached hereto as Exhibit A, and authorizes the City Manager to execute on behalf
of the City.
Section 2. The City Council hereby authorizes the recording of the Amendment
of Lease Agreement, or a Memorandum of Lease approved by the City Attorney
upon approval of the Amendment of Lease Agreement No. PRC 3792.1 by the
State Lands Commission.
PASSED, APPROVED and ADOPTED by the Seal Beach City Council at
a regular meeting held on the 13th day of June, 2022 by the following vote:
AYES: Council Members: Kalmick, Massa-Lavitt, Moore, Sustarsic, Varipapa
NOES: Council Members
ABSENT: Council Members
ABSTAIN: Council Members
Imick, Mayor
0
Dana Engstrom, Acting City
STATE OF CALIFORNIA }
COUNTY OF ORANGE } SS
CITY OF SEAL BEACH }
1, Dana Engstrom, Acting City Clerk of the City of Seal Beach, do hereby certify
that the foregoing resolution is the original copy of Resolution 7296 on file in the
office of the City Clerk, passed, approved, and adopted by the Seal Beach City
Council at a regular meeting held on the 13th day of June, 2022.
Dana Engstrom, Acting City Clerk
n
1
,, ,
RECORDED AT THE REQUEST OF
AND WHEN RECORDED MAIL TO:
STATE OF CALIFORNIA
California State Lands Commission
Attn: Title Unit
100 Howe Avenue, Suite 100 -South
Sacramento; CA 95825 -8202
STATE OF,CALIFORNIA
OFFICIAL BUSINESS
Document entitled to free recordation
pursuant to Government Code Section 27383
A.P.N. Various
County: Orange
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk- Recorder
Il11111111111111111111 ll111 1111111illlllllllllllilllll1161111111111111 NO FEE
+$ R D 0 1 0 2 0 0 5 2 5$+
201800024630212:05 pm 07/05118
217 411 L02 38
0.00 0.00 0.00 0.00 111.00 0.00 0.000.000.00 0.00
LEASE NO. PRC 3792.1
SPACE ABOVE TH /S LINE FOR RECORDRR'S USE
This Lease consists of this summary and the following attached and incorporated parts:
Section I Basic Provisions
Section 2 Special Provisions Amending or Supplementing Section 1 or 3
Section 3 General Provisions
Exhibit A Land Description
Exhibit B Site and Location Map
Exhibit C -1, 2, 3, and 4 Sublease Endorsements
Exhibit D Reimbursement Agreement
SECTION 1
BASIC PROVISIONS
THE STATE OF CALIFORNIA, hereinafter referred to as Lessor acting by and through the
CALIFORNIA STATE LANDS COMIVHSSION (100 Howe Avenue, Suite 100 - South, Sacramento,
California 95825- 8202), pursuant to Division 6 of the Public Resources Code and Title 2, Division 3 of
the California Code of Regulations, and for consideration specified in this Lease, does hereby lease,
demise, and let to the CITY OF SEAL BEACH, hereinafter referred to as Lessee, those certain lands
described in Exhibit A hereinafter referred to as Lease Premises, subject to the reservations, terms,
covenants, and conditions of this Lease.
Page 1 of 18 Pages
to
li
N�
MAILING ADDRESS: 211 8th Street
Seal Beach, CA 90740
LEASE TYPE: General Lease — Public Agency Use
LAND TYPE: Sovereign
LOCATION: Pacific Ocean in the City of Seal Beach, Orange County, as described in
Exhibit A attached and by this reference made a part hereof.
LAND USE OR PURPOSE: Use and maintenance of an existing pier with a life guard tower, 750 -
foot long concrete sheet pile groin, a maintenance building, a storage
building, restaurant, public restroom, picnic area, raised planter areas
with retaining walls, three parking lots, a tot lot with a perimeter wall,
the construction, use, and maintenance of a seasonal flood control berm
to prevent beach run -up during winter months, beach nourishment, and
the seasonal placement, use, and maintenance of temporary lifeguard
stations.
TERM: 30 years; beginning June 22, 2016; ending June 21, 2046, unless sooner
terminated as provided under this Lease.
CONSIDERATION: $125 per annum, subject to modification by Lessor as specified in
Paragraph I of Section 2 — Special Provisions, and Paragraph 3(c) of
Section 3 - General Provisions.
AUTHORIZED IMPROVEMENTS:
X EXISTING:
An existing pier with a life guard tower, 750 -foot long
concrete sheet pile groin, a maintenance and a storage
building, restaurant, public restroom, picnic area, raised
planter areas with retaining walls, three parking lots, a tot
lot with a perimeter wall, a seasonal flood control berm tc
prevent beach run -up during winter months, beach
nourishment, and the seasonal placement of temporary
lifeguard stations.'
N/A TO BE CONSTRUCTED; CONSTRUCTION MUST BEGIN BY:
AND BE COMPLETED BY:
LIABILITY INSURANCE: In an amount no less than $5,000,000 per occurrence.
SURETY BOND OR OTHER SECURITY: N/A
Page 2 of 18 Pages
SECTION 2
SPECIAL PROVISIONS
BEFORE THE EXECUTION OF THIS LEASE, ITS PROVISIONS ARE AMENDED,
REVISED, OR SUPPLEMENTED AS FOLLOWS:
1. Paragraph 3 (c) of Section 3, General Provisions, is amended to replace the word "fifth" with the
words "10th and 20th ". Lessor reserves the right to revise the rent upon any extension or
amendment of an existing sublease, or upon execution of a new sublease.
2. All future structural modifications or material changes to any of the Authorized Improvements
other than routine repairs and maintenance will require Commission staff's review and approval
prior to commencement of construction. In the event of an urgent repair requiring immediate
action, notification shall be made through Lessor's 24 -hour emergency response number at (562)
590 -5201.
3. Special provisions relating to berm construction and beach nourishment.
a. Any equipment to be used on the Lease Premises is limited to that which is directly
required to perform the authorized use and shall not include any equipment that may cause
damage to the Lease Premises or on other lands subject to Lessor's jurisdiction.
b. No refueling, repairs, or maintenance of vehicles or equipment will take place on the Lease
Premises or on lands subject to Lessor's jurisdiction.
c. Each year prior to berm construction, Lessee shall send a copy of the berm coastal
engineering plan to Lessor, and notify Lessor of the approximate dimensions of the berm,
the approximate volume of sand material for construction, and the location of the sourced
sand material
d. Within 15 days after construction of the berm, Lessee shall provide to Lessor specifics
related to the berm dimensions and volume of sand material used in the construction of the
berm.
e. Lessee shall notify Lessor within 5 business days of any repairs or additional nourishments
needed to maintain the berm following the initial construction and prior to its final
deconstruction.
f. Lessee shall limit the time, equipment, and personnel active on the Lease Premises to the
minimum amount necessary during berm construction and deconstruction.
g. Berm construction and beach nourishment activities that necessitate sand material sourced
from locations other than West Beach will require written authorization from the Lessor.
4. Lessee shall conduct an above water visual inspection by a qualified California Registered civil
engineer annually. The inspection reports shall be duly stamped and signed by the engineer. The
above water inspection report shall include all accessible components both above and below the
deck including splash zone. This annual above water inspection report shall include but not limited
to evaluation of existing structural conditions, structural condition assessment and its ratings with
proposed remedial action, if any. This above water inspection shall include but not be limited to
the following structural elements as applicable:
a. Piles and pile caps
b. Beams
Page 3 of 18 Pages
c. Deck soffit
d. Bracing
e. Connections
f. Retaining walls and bulkheads
g. Seawalls
h. Slope protection
i. Deck topsides and curbing
j. Expansionjoints
k. Fender system components
1. Mooring points and hardware
m. Navigation aids
n. Ramps, platforms, landing, ladders, stairs, handrails, and gangways
o. Backfill
p. Electrical and mechanical components
This inspection report shall be submitted for review by Lessor's engineering staff annually upon
each anniversary date. The above water inspection may follow the then - current guidelines of
"Waterfront Facilities Inspection and Assessment" Manual of Practice 130 by the American
Society of Civil Engineers.
5. Every five years Lessee shall conduct a structural and utility safety assessment inspection report
fort the Seal Beach Municipal Pier in compliance with the American Society of Civil Engineers
(ASCE), Manuals of Practice 130 — Waterfront Facilities Inspection and Assessment and the
ASCE Standard Practice Manual. The structural assessment must be by a California registered
civil /structural engineer. The structural assessment should include global seismic structural
analysis with a vehicle parked on the structure, impact analysis for berthing, and other related
assessments. Lessee shall provide a copy of the inspection report, to include any necessary
remedial action plan, to Lessor for review. The inspection report shall be submitted on or before
June 22, 2021.
6. Lessee shall execute a Reimbursement Agreement substantially in the form as shown in Exhibit D
(attached and by this reference made a part hereof) with Lessor to pay for any and all reasonable
costs and expenditures paid or incurred by the Commission, its staff or both for review and
approval of any plan or related materials required herein, including but not limited to any review
or preparation of reports, documents or other actions as required pursuant to the California
Environmental Quality Act (CEQA), plan reviews, and /or amendments.
Lessee acknowledges:
a. The site may be subject to hazards from natural geophysical phenomena including, but not
limited to, waves, storm waves, tsunamis, earthquakes, erosion, flooding, and sea -level rise
( "climate change effects "). The risks posed to the site from these discrete processes, and
the combined, additive impacts of multiple processes are anticipated to increase in severity
over the term of the lease due to the localized effects of climate change. Specifically,
climate change effects could expose the public restrooms, public beach, constructed berm,
and pier infrastructure, including utility and sewer lines, to stronger and prolonged
flooding events, requiring maintenance and repair beyond what is regularly needed.
Adverse impacts from climate change effects on facilities within the lease area, particularly
Page 4 of 18 Pages
the public restrooms and sewer lines, could result in degradation of Public Trust resources
and values, including water quality, recreation, and public safety. Future conditions may
necessitate additional adaptation measures to increase the resiliency of the lease area to the
impacts of sea - level rise and coastal climate change processes, as well as continuing to
evaluate the effectiveness of the berm in protecting against these impacts.
b. Lessee assumes the risks to the Lessee and to the property that is the subject of any Coastal
Development Permit that is issued to Lessee for development on the Lease Premises, of
injury and damage from such hazards in connection with the permitted development and
use.
c. Consistent with Section 3, Paragraph 8, the Lessee assumes the risks associated with such
potential hazards and agrees to be solely responsible for all damages, costs, and liabilities
arising as a result of the impacts of such hazards on the improvements within the Lease
Premises. Any additional maintenance or protection strategies necessitated by such hazards
may require additional approval by Lessor pursuant to Section 3, Paragraph 5(a) and be
subject to environmental review.
8. Lessee acknowledges that the Lease Premises are subject to the Public Trust and are presently
available to members of the public for recreation, waterborne commerce, navigation, fisheries,
open space, and any other recognized Public Trust uses. Lessee also agrees that any proposed
construction activities and subsequent use of the Lease Premises shall not unreasonably interfere
with or limit Public Trust rights, and shall do so only to the extent necessary to protect public
health and safety during construction activities authorized by Lessor, or when imminent threats to
public health and safety are present.
9. Lessee shall provide Lessor with an annual summary, to include information identified below, by
the anniversary date of each year, beginning March 1, 2019 or a date to be mutually agreed to by
Lessee and Lessor's staff. The summary shall include the information requested in Section 2,
Paragraph 3 (c) above, along with copies of any local monitoring information required by Lessee
or other agencies or entities which relates to sea -level rise vulnerability, structural integrity, and
adaptation capacity of the Lease Premises and the facilities therein. Information shall include, but
is not limited to:
• Sea -level rise and flooding vulnerability and risk assessments,
• Updates or amendments to the Local Coastal Program,
• Annual flooding frequency and extent,
• Annual site photographs,
• Schedule and nature of repair and maintenance operations, and
• Coastal hazard remediation and removal.
Pertinent information may be sourced from the Lessee itself or any other research conducted
within the Lease Premises or adjacent land.
10. Five years prior to the expiration of this Lease, Lessee shall submit to Lessor a summary report
that details resiliency planning efforts and adaptation strategies related to sea -level rise impacts
within the Lease Premises. The report will include a record of flood frequency and extent, and
protective measures taken to reduce flood risk to public and visitor serving facilities within the
Lease Premises and upland property. It will also include annual records of the constructed berm's
height, width, and volume, as well as the berm material's source location. Findings from the utility
Page 5 of 18 Pages
safety assessment inspection report for the Seal Beach Municipal Pier will also be summarized in
the report as well as any emergency repairs made to other structures located in the Lease Premises.
The contents of this report will enable Lessor and Lessee to assess the effectiveness of these
planning efforts in maintaining and enhancing the resiliency of public trust resources and values
within the Lease Premises subject to the risks associated with sea -level rise and climate change.
11. Lessee will require Commercial General Liability insurance of each sublessee in an amount of no
less than $5,000,000 for all sub - leases or agreements for any activity occurring within the Lease
Premises.
12. Pursuant to Section 3, Paragraph 11, Lessor consents to Lessee's sublease agreements through the
Sublease Endorsements attached as Exhibits C -1, 2, 3, and 4, provided that:
a. Lessor's endorsement of a sublease does not bind the Lessor to the terms and conditions of
such sublease in any way.
b. In no event shall any sublease agreement relieve Lessee from any liability or release
Lessee from any obligation under this Lease.
c. Any sublessee's breach of the terms and conditions of this Lease shall be deemed a breach
of this Lease by Lessee.
d. If Lessee desires to sublet all or any portion of the Lease Premises, Lessee shall not be
required to provide audited financial statements described in Section 3, Paragraph 11,
subsection (d)(4), unless Lessor's staff determines that such statements are reasonably
necessary to evaluate a proposed sublessee's ability to meet its obligations under this Lease
or the proposed sublease.
e. All other provisions of Section 3, Paragraph 1 1 remain unchanged.
[Remainder of Page Intentionally Leff Blank]
Page 6 of 18 Pages
SECTION.3
GENERAL PROVISIONS
(.GENERAL
In the case of any conflict between these General Provisions and Special Provisions found in Section 2, the Special Provisions control.
2. DEFINITIONS
For the purposes of this Lease, the following terms shall be defined as stated below:
"Additions" shall be defined as any use or Improvements other than those expressly authorized in this Lease.
"Alterations" shall be defined as any material change in the size, scope, density, type, nature, or intensity of Improvements on the Lease
Premises from what is authorized in this Lease. Alterations shall also include any modifications, alterations, or renovations of the land
or waterways on the Lease Premises other than those authorized by this Lease.
"Breach" shall be defined as a party's unjustified or unexcused nonperformance of a contractual duty the party is required to immediately
perform.
"Damages" shall include all liabilities, demands, claims, actions or causes of action whether regulatory, legislative or judicial in nature;
all assessments, levies, losses, fines, penalties, damages, costs and expenses, including, without limitation: (i) reasonable attorneys',
accountants', investigators', and experts' fees and expenses sustained or incurred in connection with the defense or investigation of any
such liability, and (ii) costs and expenses incurred to bring the Lease Premises into compliance with Environmental Laws, a court order,
or applicable provisions of a Regulatory Agency. The term "Damages" also includes, expressly, those Damages that arise as a result of
strict liability, whether arising under Environmental Laws or otherwise.
"Default" shall be defined as a material Breach of magnitude sufficient tojustify termination of the Lease.
"Environmental Law" shall be defined as and include all federal, state, and local environmental, health, and safety laws, statutes,
ordinances, regulations, rules, judgments, orders, and notice requirements, which were in effect as of the date of execution of this Lease
or are subsequently enacted and lawfully applied hereto, which regulate or relate to (a) the protection or clean -up of the environment; (b)
the use, treatment, storage, transportation, handling or disposal of hazardous, toxic or otherwise dangerous substances, wastes or materials;
(c) the quality of the air and the discharge of airborne wastes, gases, particles, or other emissions; (d) the preservation or protection of
waterways, groundwater, or drinking water, (e) the health and safety of persons or property; or (f) impose liability with respect to any of
the foregoing, including without limitation, the California Environmental Quality Act (CEQA) [PRC §§ 21000 et seq.]; the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource
Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water
Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the
Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§
136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et
seq.]; the Safe Drinking Water Act [42 USCS §§ 300f et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface
Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS
§§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]: the California Underground Storage of Hazardous
Substances Act [H & S C §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California
Hazardous Waste Control Act [H &S C §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & S C §§
24249.5 et seq.]; the Porter - Cologne Water Quality Act [Water C §§ 13000 et seq.] together with any amendments of or regulations
promulgated under the statutes cited above.
"Hazardous Material" shall be defined as and include any substance which falls within the definition of hazardous substance, hazardous
waste, hazardous material, toxic substance, solid waste, pollutant, or contaminant, under any Environmental Law.
"Improvements" shall be defined as any modification, alteration, addition, or removal of any material, and any other action which serves
to change the condition of the Lease Premises from the natural state whether situated above, on, or under the Lease Premises.
Improvements include, but are not limited to buildings, structures, facilities, decks, docks, wharves, piers, walks, curbs, bridges, buoys,
landscaping, roadways, shoreline protective structures of all types, foundations, pilings or similar support structures whether above or
below the water line, fences, utilities, pipelines, and any other construction of any type situated on the Lease Premises.
"Lease" shall be defined as this lease contract together with all amendments and exhibits.
"Lease Premises" shall be defined as the area of land, together with any improvements located thereon, the use and occupancy of which
Form51.16 (Rev. 10/14)
Page 7 of 18 Pages
is authorized by this Lease.
"Lessor" shall be defined as the state of California, acting by and through the California State Lands Commission, including the
Commissioners, their alternates and designates, the Executive Officer, and the staff of the California State Lands Commission.
"Regulatory Agency" shall include any Federal, State, County, Municipal, or Local agency having jurisdiction over the Lease Premises.
"Repairs" shall be defined as all work of any kind made to maintain, change, restore, strengthen, replace, alter, or otherwise affect any
Improvement on the Lease Premises.
"Residence" shall be defined as any Improvement, whether permanent, movable, or temporary, or a portion thereof, which is for the time
being a home or place of lodging. A Residence includes any Improvement affixed to the land such as trailers or cabins, built on a raised
foundation such as stilts or pilings, and floating residences such as boats, barges, arks, and houseboats, and any combination of such
Improvements which provide residential accommodations to the Lessee or others.- "Residence" shall not include transitory, intermittent,
recreational use of facilities such as campgrounds.
"Residential Use" shall be defined as Improvements such as, but not limited to, sundecks, and sunrooms which are extensions of or
additions to, the upland property and are not water- dependent uses. Although the various uses or Improvements which may fall under
this definition may vary by geographic area, lease type, or other factors, it is the intention of the parties to include in this definition all
uses and Improvements which are not water - dependent but residential in nature, or those uses and Improvements which are not consistent
with common law public trust principles and values.
3. CONSIDERATION
(a). Absolute Triple Net Lease
This Lease is an absolute triple net lease, pursuant to which Lessor has no obligation with respect to the payment of taxes,
insurance, the cost of maintenance, utilities and repairs or other costs or obligations associated with the Leased Premises,
except as expressly stated herein.
(b) Rent
Lessee agrees to pay Lessor rent as stated in this Lease, in annual installments, for the use and occupancy of the Lease Premises.
The first installment shall be due on or before the beginning date of this Lease and all subsequent installments shall be due on or
before each anniversary of its beginning date during each year of the Lease term, or as otherwise provided in this Lease. Said sums
shall be paid in lawful money of the United States of America. Lessee shall send said rent to the mailing address of Lessor.
Timeliness of receipt of remittances sent by mail shall be governed by the postmark date as stated in Government Code Section
11002. Invoices for rent due may be provided by Lessor as a courtesy. Lessor's failure to, or delinquency in, providing invoices
shall neither excuse Lessee from paying rent, nor extend the time for paying rent.
(c) Modification
Lessor may modify the method, amount, or rate of consideration effective on each fifth anniversary of the beginning date of this
Lease. Should Lessor fail to exercise such right effective on any fifth anniversary it may do so effective on any one (1) of the next four
(4) anniversaries following such fifth anniversary, without prejudice to its right to effect such modification on the next or any
succeeding fifth anniversary of the beginning date. No such modification shall become effective unless Lessee is given at least thirty
(30) days' notice prior to the date of the Commission meeting wherein the rent modification is considered, or thirty (30) days' notice
prior to the effective date of the increase, whichever provides a greater notice period.
If the consideration for this Lease is based on a percentage of income, royalties, profits, or any similar business performance
indicators, Lessee shall provide Lessor with financial statements and all other documents necessary to determine the relevant basis for
income.
(d) Penalty and Interest
Any installments of rent accming under this Lease not paid when due shall be subject to a delinquency charge equal to five
percent (5 %) of the principal sum due. Annual payments shall bear interest as specified in Public Resources Code Section 6224 and
the Lessor's then existing administrative regulations governing penalty and interest.
(e) Non - Monetary Consideration
If the consideration to Lessor for this Lease is the public use, benefit, health, or safety, Lessor shall have the right to review such
consideration at any time and set a monetary rental if the Lessor, at its sole discretion, determines that such action is in the best
interest of the State. Lessee's assignment or transfer of this Lease pursuant to Section 3 Paragraph I I below to any third party which
Form51.16 (Rev. 10/14)
Page 8 of 18 Pages
results in royalties, profits, or any form of compensation, whether monetary or otherwise, shall give Lessor the right to reevaluate the
requirements of this Lease as stated in Section 3 Paragraph 11. Lessee shall be given at least thirty (30) days' notice prior to the date
of the Commission meeting wherein the rent modification is considered, or thirty (30) days' notice prior to the effective date that this
Lease is converted to a monetary rental, whichever provides more notice.
(f) Place for Payment of Rent
All rent that becomes due and payable under this Lease shall be paid to Lessor in person or by United States mail at the Sacramento
Offices of the California State Lands Commission, currently at 100 Howe Avenue, Suite 100 - South, Sacramento, CA 95825 -8202, or
at any other place or places that Lessor may designate by written notice to Lessee. Alternately, Lessee may contact Lessor's accounting
department for Lessor's current practices for payment by credit card or electronic fund transfer.
4. BOUNDARIES
This Lease is not intended to establish the State's boundaries and is made without prejudice to either party regarding any boundary
or title claims which may be asserted presently or in the future.
5. LAND USE
(a) General
(1) Lessee shall use the Lease Premises only for the purpose or purposes stated in this Lease and only for the operation and
maintenance of the improvements expressly authorized in this Lease. Lessee shall commence use of the Lease Premises within
ninety (90) days of the beginning date of this Lease or within ninety (90) days of the date set for construction to commence as set
forth in this Lease, whichever is later.
(2) All demolition, construction, remodeling, reconstruction, maintenance, repairs, removal, or remediation performed on the
Lease Premises at any time by Lessee shall first be authorized by all appropriate Regulatory Agencies. Lessee is solely
responsible for determining what approvals, authorizations, or certifications are required, and shall be solely responsible for all
costs incurred thereby. In addition, Lessee shall obtain and comply with preventative or remedial measures required by any
environmental reports, assessments, or inspections, including, but not limited to those required by the California Environmental
Quality Act and /or the National Environmental Policy Act, or as otherwise required by law or reasonably requested by Lessor.
Nothing in this Lease shall be interpreted as a pre - approval of any permit, certification, or any other precondition required for
the use of the Lease Premises.
(b) Continuous Use
Lessee's use of the Lease Premises shall be continuous from commencement of the Lease until its expiration. Lessee's
discontinuance of such use for a period of ninety (90) days shall be presumed to be an abandonment unless Lessee demonstrates to
Lessor's satisfaction that Lessee's use of the Lease Premises is consistent with similarly situated properties. In the event of an
abandonment, Lessor may elect to terminate the Lease as provided in Paragraph 12(a)(3). Abandonment of the Lease Premises shall
not relieve Lessee of any obligations under this Lease.
(c) Repairs and Maintenance
(1) Lessor shall not be required to make any Repairs in, on, or about all or part of the Lease Premises. Lessee shall, at all times
during the term of this Lease and without any cost or expense to Lessor, keep and maintain the Lease Premises, including all
Improvements, in good order and repair and in a clean, safe, sanitary, and orderly condition.
(2) Lessee shall make, or cause to be made, any Repairs which may be required by any Regulatory Agency. Lessee shall observe
and comply with, any law, statute, ordinance, plan, regulation, resolution, or policy applicable to the Lease Premises in making
such Repairs. All work shall be performed with reasonable diligence, completed within a reasonable time, and performed at the
sole cost and expense of Lessee.
(3) Lessee expressly accepts the Lease Premises "as is" and expressly acknowledges that:
(i) Lessor has made no representations or warranties as to the suitability of the Lease Premises for any Improvements.
Lessee shall conduct all tests necessary to determine the suitability of the Lease Premises for any proposed use or
Improvements authorized: and
(ii) Lessor has made no representations or warranties as to the quality or value of any Improvements found on the Lease
Premises, or of their conformity to any applicable building codes, zoning ordinances, or other regulations. Lessee agrees to
inspect any preexisting Improvements at its own cost to determine whether such Improvements are safe and suitable for the
Form51.16 (Rev. 10/14)
Page 9 of 18 Pages
Lessee's intended use; and
(iii) Lessee shall neither be entitled to any reduction in rent, nor any extension of the terms of this Lease because of damage
to or destruction of any Improvements on the Lease Premises.
(iv) Lessee and Lessor agree that any Improvements on the Lease Premises constitute the personal property of Lessee and
that fixture law does not apply.
(4) In the event that the Lease Premises is partly, or in whole, comprised of tidal, submerged, or waterfront property, Lessee
expressly accepts the hazards involved in using or improving such lands. Lessor is not responsible for, and Lessee shall not be
reimbursed for nor receive any offset of rent for, any damages or reduced use of the Lease Premises caused by: local or invasive
flora or fauna, flooding, erosion, sea level rise, storms, freezing, inclement weather of any kind, acts of god, maintenance or
failure of protective structures, and any other such hazards.
(d) Additions, Alterations, and Removal
No Improvements other than those expressly authorized in this Lease shall be constructed by the Lessee on the Lease Premises
without the prior written consent of Lessor. Any Additions or Alterations are expressly prohibited. Lessee is also prohibited from
any Additions or Alterations which cause a material change to the environmental impact on or around the Lease Premises.
(e) Enjoyment
This Lease is non - exclusive, and is subject to the provisions of Section 3, Paragraph 6 below. Lessee shall have the right to
exclude persons from the Lease Premises only when their presence or activity constitutes a material interference with Lessee's use
and enjoyment of the Lease Premises.
(f) Discrimination
Lessee, in its use of the Lease Premises, shall not discriminate against any person or class of persons on any basis protected by
federal, state, or local law, including: race, color, creed, religion, national origin, sex, sexual orientation, gender identity, age,
marital /parental status, veteran status, or disability. -
(g) Residential Use
Unless otherwise provided for in this Lease, no portion of the Lease Premises shall be used as a location for a Residence, for
the purpose of mooring or maintaining a structure which is used as a Residence, or for Residential Uses.
(h) Commercial Use
Unless otherwise provided for in this Lease, the Lease Premises is to be used by Lessee and Lessee's invitees or guests only.
Use of the Lease Premises for commercial purposes; conducting a business, whether for profit or otherwise; and any subleasing,
rental, or'any transaction whereby Lessee directly or indirectly receives compensation from a third party in exchange for use of
the Lease Premises shall constitute an immediate Default of this lease with no cure period.
6. RESERVATIONS, ENCUMBRANCES, AND RIGHTS -OF -WAY
(a) Reservations
(1) Lessor expressly reserves all natural resources in or on the Lease Premises, including but not limited to timber, minerals,
and geothermal resources as defined under Public Resources Code sections 6401, 6407, and 6903, respectively; the right to
grant and transfer the same; as well as the right to grant leases in and over the Lease Premises which may be necessary or
convenient for the extraction of such natural resources. Such leasing shall be neither inconsistent nor incompatible with the
rights or privileges of Lessee under this Lease.
(2) Lessor expressly reserves a right to go on the Lease Premises and all Improvements for any purposes associated with this
Lease or for carrying out any function required by law, or the rules, regulations, or management policies of the State Lands
Commission. Lessor shall have a right of reasonable access to the Lease Premises across Lessee owned or occupied lands
adjacent to the Lease Premises for any purpose associated with this Lease.
(3) Lessor expressly reserves to the public an easement for convenient access across the Lease Premises to other State -owned
lands located near or adjacent to the Lease Premises and a right of reasonable passage across and along any right -of -way granted
by this Lease; however, such easement or right- of-way shall be neither inconsistent nor incompatible with the rights or privileges
of Lessee under this Lease.
Form51.16 (Rev. 10/14)
Page 10 of 18 Pages
'.1
(4) Lessor expressly reserves the right to lease, convey, or encumber the Lease Premises, in whole or in part, during the Lease
term for any purpose not inconsistent or incompatible with the rights or privileges of Lessee under this Lease.
(b) Encumbrances
The Lease Premises may be subject to pre - existing contracts, leases, licenses, easements, encumbrances, and claims and is
made without warranty by Lessor of title, condition, or fitness of the land for the stated or intended purpose.
7. RULES, REGULATIONS, AND TAXES
(a) Lessee shall comply with and be bound by all presently existing or subsequently enacted rules, regulations, statutes or ordinances
of the State Lands Commission or any Regulatory Agency. Occupancy or use of the Lease Premises provides no exemption from
applicable regulations including, but not limited to, federal, state, county and local regulations, regulations promoting public health,
safety, or welfare, building codes, zoning ordinances, and sanitation regulations. Lessee expressly acknowledges that Regulatory
Agencies have jurisdiction over the Lease Premises unless such laws are in direct conflict with state law or public trust principles.
(b) Lessee understands and agrees that a necessary condition for the granting and continued existence of this Lease is that Lessee
obtains and maintains all permits or other entitlements. Lessee expressly acknowledges that issuance of this Lease does not
substitute for, or provide preference in obtaining authorizations from other Regulatory Agencies.
(c) Taxes
(1) In addition to the rent due under this Lease, Lessee accepts responsibility for and shall pay any and all real and personal
property taxes, including possessory interest taxes, assessments, special assessments, user fees, service charges, and other
charges of any description levied, imposed on, assessed, or associated with the leasehold interest, Improvements on the Lease
Premises, any business or activity occurring on the Lease Premises, the Lease Premises itself, or any portion thereof, levied by
any governmental agency or entity. Such payment shall not reduce rent due Lessor under this Lease and Lessor shall have no
liability for such payment.
(2) In the event that this Lease commences, terminates or expires during a tax year, Lessee shall pay the taxes for the period of
such year during which this Lease was in effect.
(3) Any and all taxes and assessments and installments of taxes and assessments required to be paid by Lessee under this Lease
shall be paid when due and the official and original receipt for the payment of such tax, assessment, or installment shall be
delivered to Lessor upon request.
(4) Lessee shall indemnify and hold Lessor, the Lease Premises, and any Improvements now or hereafter located thereon, free
and harmless from any liability, loss, or Damages resulting from any taxes, assessments, or other charges required by this Lease
to be paid by Lessee and from all interest, penalties, and other sums imposed thereon and from any sales or other proceedings to
enforce collection of any such taxes, assessments, or other charges.
8. INDEMNITY
,(a) Lessee's use of the Lease Premises and any Improvements thereon is at Lessee's sole and exclusive risk.
(b) In addition to any other obligation to indemnify Lessor as otherwise provided in this Lease, except to the extent caused by the
sole negligence and/or willful misconduct of the Lessor, Lessee shall indemnify, hold harmless, and, at the option of Lessor, defend
Lessor, its officers, agents, and employees from any and all Damages resulting from Lessee's occupation and use of the Lease
Premises. Lessee shall reimburse Lessor in full for all reasonable costs and attorneys' fees, specifically including, without limitation,
any Damages arising by reason of., (1) The issuance, enjoyment, interpretation, Breach, or Default of this Lease; (2) The challenge
to or defense of any environmental review upon which the issuance of this Lease is based; (3) The death or injury of any person, or
damage to or destruction of any property from any cause whatever in any way connected with the Lease Premises, or with any of the
Improvements or personal property the Lease Premises; (4) The condition of the Lease Premises, or Improvements on the Lease
Premises; (5) An act or omission on the Lease Premises by Lessee or any person in, on, or about the Lease Premises; (6) Any work
performed on the Lease Premises or material furnished to the Lease Premises; (7) Lessee's failure to comply with any material legal
or other requirement validly imposed on Lessee or the Lease Premises by a Regulatory Agency.
(c) The reimbursement provisions of this Paragraph 8 shall not apply to any claims, litigation, or other actions which may be brought
by either Lessee or Lessor against each other.
(d) Nothing in this paragraph shall be construed as requiring that Lessor defend itself against all or any aspect of any challenge to
this Lease or any associated environmental review. However, Lessee may take whatever legal action is available to it to defend this
Form51.16 (Rev. 10/14)
Page 11 of 18 Pages
Lease or any associated environmental review against any challenge by a third party, whether or not Lessor chooses to raise a defense
against such a challenge.
(e) Lessee shall notify Lessor immediately in case of any accident, injury, or casualty on the Lease Premises.
9. INSURANCE
(a) Lessee shall obtain and maintain in full force and effect during the term of this Lease comprehensive general liability insurance
and property damage insurance, with such coverage and limits as may be reasonably requested by Lessor from time to time, but in
no event for less than the sum(s) specified against any and all claims or liability arising out of the ownership, use, occupancy,
condition, or maintenance of the Lease Premises and all Improvements.
(b) The insurance policy shall identify the Lease by its assigned number. The specific Improvements shall also be generally
identified, as well as their location on state owned property. The coverage provided shall be primary and non - contributing. Lessee
shall keep such policy current. Lessor shall be named as a "certificate holder" and /or an "additional interest" on the policy. Lessee
shall provide Lessor with a current certificate of insurance at all times. At Lessor's request, Lessee shall provide a full copy of the
current insurance policy, along with any and all endorsements or other such documents affecting the coverage. Lessor will not be
responsible for any premiums or other assessments on the policy.
(c) The insurance coverage specified in this Lease shall be in effect at all times during the Lease term and subsequently until Lessor
has either accepted all of the Lease Premises as improved or restored by Lessee as provided elsewhere in this Lease. Lessee shall
notify Lessor within five (5) business days if the insurance is canceled for any reason.
10. SURETY BOND
(a) When required by Section 1 of this Lease, Lessee shall provide a surety bond or other security device acceptable to Lessor, for the
specified amount, and naming the State of California, California State Lands Commission as the assured, to guarantee to Lessor the
faithful observance and performance by Lessee of all of the terms, covenants, and conditions of this Lease. _
(b) Lessor may require an increase in the amount of the surety bond or other security device to cover any additionally authorized
Improvements, any modification of consideration, or to provide for inflation or other increased need for security. The surety bond or
other security device maybe increased on each fifth anniversary of the beginning date of this Lease. Should Lessor fail to exercise such
right effective on any fifth anniversary, it may do so effective on any one (1) of the next four (4) anniversaries following such fifth
anniversary without prejudice to its right to effect such modification on the next or any succeeding fifth anniversary. No such
modification shall become effective unless Lessee is given at least thirty (30) days' notice prior to the date of the Commission meeting
wherein the modification of the bond or security is considered, or thirty (30) days' notice prior to the effective date of the increase,
whichever provides more notice.
(c) The surety bond or other security device shall be maintained in full force and effect at all times during the Lease term and
subsequently until Lessor has either accepted all of the Lease Premises as improved or restored by Lessee as provided elsewhere in
this Lease. Lessee must first seek approval of Lessor before changing the type of security device used, or the bond holder.
11. ASSIGNMENT, ENCUMBRANCING OR SUBLETTING
(a) Lessee shall not either voluntarily or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease
and shall not sublet the Lease Premises, in whole or in part, or allow any person other than the Lessee's employees, agents, servants
and invitees to occupy or use all or any portion of the Lease Premises without the prior written consent of Lessor, which consent shall
not be unreasonably withheld.
(1) Notwithstanding the foregoing prohibition against transfer and assignment, the Lease may be transferred by Lessee if the
transfer is caused by the death of a spouse and the full interest of the deceased spouse is transferred to a surviving spouse; or the
transfer is caused by the dissolution of the marr iage of Lessee and the full interest of one of the spouses is transferred to the other
spouse. In the event of such a transfer, Lessor shall be notified in writing within 30 days of the transfer.
(2) Notice to Lessor of Successor Trustee(s): In the event this Lease is held in trust, and the Lessee is a trustee thereof, the
substitution or succession of a new trustee shall not be an assignment or transfer for the purposes of this Paragraph. Lessee (and
by operation of law, any successor trustee) agrees to provide prompt notice to Lessor of any succession or substitution of trustee
in accordance with Paragraph 16(c) of General Provisions, no later than sixty (60) days after the named trustee as appears on the
face of this Lease becomes unable or ceases to serve as trustee for any reason.
(b) The following shall be deemed to be an assignment or transfer within the meaning of this Lease:
(1) If Lessee is a business entity, any dissolution, merger, consolidation or other reorganization of Lessee, or the sale or other
Form5l.16 (Rev. 10/14)
Page 12 of 18 Pages
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transfer of substantially all the assets of Lessee. If Lessee is a publicly traded entity, transfers of interests in Lessee shall not
constitute an assignment requiring the consent of Lessor.
(2) If Lessee is a partnership, a transfer of any interest of a general partner, a withdrawal of any general partner from the
partnership, or the dissolution of the partnership.
(c) If this Lease is for sovereign lands appurtenant to adjoining littoral or riparian land, Lessee shall not transfer or assign its ownership
interest,or use rights in such adjoining lands separately from the leasehold rights granted herein without the prior written consent of
Lessor.
(d) If Lessee desires to assign, sublet, encumber or otherwise transfer all or any portion of the Lease Premises, Lessee shall do all of
the following:
(1) Give not less than 90 days' prior written notice to Lessor;
(2) Provide the name, complete business organization, operational structure, and formation documents of the proposed
assignee, sublessee, secured third party, or other transferee; and the nature of the use of and interest in the Lease Premises
proposed by the assignee, sublessee, secured third party or other transferee.
(3) Provide the terms and conditions of the proposed assignment, sublease, or encumbrance or other transfer;
(4) Provide audited financial statements for the two most recently completed fiscal years of the proposed assignee, sublessee,
secured party or other transferee; and provide pro forma financial statements showing the projected income, expense and
financial condition resulting from use of the Lease Premises; and
(5) Provide such additional or supplemental information as Lessor may reasonably request concerning the proposed assignee,
sublessee, secured party or other transferee.
(6) Lessor will evaluate proposed assignees, sublessees, secured third parties and other transferees and grant approval or
disapproval according to standards of commercial reasonableness considering the following factors within the context of the
proposed use: the proposed party's financial strength and reliability, their business experience and expertise, their personal and
business reputation, their managerial and operational skills, their proposed use and projected rental, as well as other relevant
factors.
(e) Lessor shall have a reasonable period of time from the receipt of all documents and other information required under this provision
to grant or deny its approval of the proposed party. Lessor may reevaluate the rent, insurance and /or bond provisions of this Lease,
and may condition its approval of the proposed assignment, sublease; hypothecation, mortgage, or other transfer on the parry's
acceptance of the new terms. Lessee's rights stated in this paragraph shall apply regardless of whether the proposed transfer coincides
with a regular rent review period as stated in Section 3 Paragraph 3(c) above.
(f) Lessee's mortgage or hypothecation of this Lease, if approved by Lessor, shall be subject to terms and conditions imposed by a
separately negotiated encumbrancing agreement.
(g) Upon the express written assumption of all obligations and duties under this Lease by an assignee approved by Lessor, the Lessee
may be released from all liability under this Lease arising after the effective date of assignment and not associated with Lessee's use,
possession or occupation of or activities on the Lease Premises; except as to any hazardous wastes, substances or materials as defined
under federal, state or local law, regulation, or ordinance manufactured, generated, used, placed, disposed, stored or transported on
the Lease Premises during Lessee's tenancy.
(h) If the Lessee files a petition or an order for relief is entered against Lessee, under Chapters 7, 95 11 or 13 of the Bankruptcy Code
(11 USC Sect. 101, et seq.) then the trustee or debtor -in- possession must elect to assume or reject this Lease within sixty (60) days
after filing of the petition or appointment of the trustee, or the Lease shall be deemed to have been rejected, and Lessor shall be entitled
to immediate possession of the Lease Premises. No assumption or assignment of this Lease shall be effective unless it is in writing
and unless the trustee or debtor -in- possession has cured all Defaults under this Lease (monetary and non - monetary) or has provided
Lessor with adequate assurances (1) that within ten (10) days from the date of such assumption or assignment, all monetary Defaults
under this Lease will be cured; and (2) that within thirty (30) days from the date of such assumption, all non - monetary Defaults
under this Lease will be cured; and (3) that all provisions of this Lease will be satisfactorily performed in the future.
Form5I.16 (Rev. 10/14)
Page 13 of 18 Pages
i +�.,.
, ... ..eJvn#+ ..PIf.� cep
(i) In the event of any transfer or assignment, under this Paragraph I 1 or by any other means authorized by this Lease, the Lease
terms shall be for the remaining years existing on the Lease prior to the transfer or assignment. A transfer or assignment shall not
extend the term of this Lease.
12. DEFAULT AND REMEDIES
(a) Default
The occurrence of any one or more of the following events shall immediately and without further notice constitute a Default
of this Lease:
(1) Lessee's failure to make any payment of rent, royalty, or other consideration as required under this Lease; or.
(2) Lessee's failure to obtain or maintain liability insurance or a surety bond or other security device as required under this
Lease; or
(3) Lessee's abandonment of the Lease Premises (including the covenant for continuous use as provided for in Paragraph 5(b))
during the Lease term; or
(4) Lessee's failure to obtain and maintain all necessary governmental permits or other entitlements; or
(5) The maintenance of the Lease Premises in violation "of, or failure to comply with, any applicable provisions of any
Regulatory Agency, Environmental Law, or maintenance of the Lease Premises in a condition constituting nuisance; or
(6) Lessee's Failure to commence to construct and to complete construction of the Improvements authorized by this Lease
within the time limits specified in this Lease.
(7) Lessee is found to sublet or otherwise surrender daily management and control of the Lease Premises to a third party
without the knowledge, expressed written consent or authorization of the Lessor.
(b) Lessee's failure to observe or perform any other term, covenant, or condition of this Lease when such failure shall continue for
a period of thirty (30) days after Lessor's giving written notice shall constitute a Default of this lease. However, if the nature of
Lessee's Default under this paragraph is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall
not be deemed to be in Default if Lessee commences such cure within such thirty (30) day period and diligently proceeds with such
cure to completion.
(c) Should Lessee Breach any term, covenant, or condition of this Lease under Paragraph 12(b) above three (3) times in any three
.hundred and sixty -five (365) day period, the third Breach will be a Default under this Lease and Lessor will be entitled to immediately
terminate this Lease, and take other appropriate action. Lessor will provide written notice of each Breach as provided above, and
provide written notice that future Breaches will constitute immediate Default with no cure period.
(d) Remedies
In the event of a Default by Lessee and Lessee's failure to cure such Default if such a cure period is applicable, Lessor may
at any time and with or without notice do any one or more of the following in addition to any rights or remedies permitted by law:
(1) Re -enter the Lease Premises, remove all persons and property, and repossess and enjoy such premises; or
(2) Terminate this Lease and Lessee's right of possession of the Lease Premises by any lawful means. The termination shall _
not relieve Lessee of any obligation, monetary or otherwise, which has accrued prior to the date of termination. Such
termination shall be effective upon Lessor's giving written notice and upon Lessee's receipt of such notice. Lessee shall
immediately surrender possession of the Lease Premises to Lessor. Lessor shall be entitled to recover from Lessee all amounts
to which Lessor is entitled pursuant to Section 1951.2 of the California Civil Code, or any other provision of law, including
any necessary Repair, renovation, alteration, remediation, or removal of Improvements; or
(3) Maintain this Lease in full force and effect and recover any rent, royalty, or other consideration as it becomes due without
terminating Lessee's right of possession regardless of whether Lessee shall have abandoned the Lease Premises, subject to the
conditions imposed by Cal. Civil Code § 1951.2; or
(4) Exercise any other right or remedy which Lessor may have at law or equity.
Form51.16 (Rev. 10/14)
Page 14 of 18 Pages
(e) Determination of Rental Value
If rent under this Lease is calculated as a percentage of Lessee's income attributable to the Lease Premises and Lessee
abandons the Lease Premises during some or all of the applicable period, then the reasonable rental value shall be the percentage
of proceeds Lessor would have received had Lessee operated the Lease Premises in the usual and customary manner.
(t) Waiver of Rights
The failure or delay of either party to exercise any right or remedy shall not be construed as a waiver of such right or remedy
or any Breach by the other party. Lessor's acceptance of any rent shall not be considered a waiver of any preexisting Breach by
Lessee other than the failure to pay the particular rent accepted regardless of Lessor's knowledge of the preexisting Breach at
the time rent is accepted.
13. RESTORATION OF LEASE PREMISES AND ENVIRONMENTAL MATTERS
(a) Restoration of Lease Premises
(1) Upon expiration or sooner termination of this Lease, Lessee must immediately surrender possession of the Lease Premises
to Lessor. Prior to the time of surrender, Lessee must remove all or any Improvements together with the debris and all parts
of any such Improvements at its sole expense and risk, regardless of whether Lessee actually constructed or placed the
Improvements on the Lease Premises; or Lessor, at its sole and absolute discretion, may itself remove or have removed all or
any portion of such Improvements at Lessee's sole expense. Lessor may waive all or any part of this obligation in its sole
discretion if doing so is in the best interests of the State.
(2) As a separate and related obligation, Lessee shall restore the Lease Premises as nearly as possible to the conditions existing
prior to the installation or construction of any Improvements. For purposes of this Lease, restoration includes removal of any
landscaping; removal of any Hazardous Materials; and to the extent possible, undoing any grading, fill, excavation, or similar
alterations of the natural features of the Lease Premises. Lessor may waive all or any part of this obligation in its sole and
absolute discretion.
(3) Unless otherwise provided for in this Lease, Lessee shall submit to Lessor no later than one (1) year prior to the expiration
of this Lease either: (a) an application and minimum expense deposit for a new lease for the continued use ofthe Lease Premises,
or (b) a plan for the restoration of the Lease Premises to be completed prior to the expiration of the lease term together with a
timeline for obtaining all necessary permits and conducting the work prior to the expiration of this Lease.
(4) In removing any or all Improvements, or conducting any restoration work, Lessee shall be required to obtain any permits or
other governmental approvals as may then be required by any Regulatory Agency, including, without limitation, any
Environmental Law. -
(5) Lessor may, upon written notice, in its sole and absolute discretion; accept title to any or all Improvements at the termination
of this Lease. Lessor shall notify Lessee that Lessor intends to take title to any or all Improvements within six (6) months of
Lessee submitting a plan for restoration under Paragraph 13(a)(3)(b) above. If Lessor elects to take title to any such
Improvements, Lessee shall deliver to Lessor such documentation as may be necessary to convey title to such Improvements
to Lessor free and clear of any liens, mortgages, loans, or any other encumbrances. Lessor shall not pay, and Lessee shall not
be entitled to compensation for Lessor's taking title to such property.
(b) Environmental Matters
(1) Lessee's Obligations:
-(i) Lessee will not use, occupy, or permit any portion of the Lease Premises to be used or occupied in violation of any
Environmental Law. Lessee shall not manufacture or generate or store Hazardous Material on the Lease Premises unless
specifically authorized under other terms of this Lease.
(ii) Lessee shall practice conservation of water, energy, and other natural resources.
(iii) Lessee shall notify Lessor and the appropriate governmental emergency response agency, or agencies immediately in
the event of any release or threatened release of any Hazardous Material.
(2) Lessor may at any time during the Lease term require Lessee to conduct at its own expense and by a contractor approved by
Lessor an independent environmental site assessment or inspection for the presence or suspected presence of Hazardous
Material generated, used, placed, disposed, stored, or transported on the Lease Premises during the term of the Lease. Lessee
Form51.16 (Rev. 10/14)
Page 15 of 18 Pages
-. �.d.+• �...- _ _era._ �x,..�s _ ..,...... .� . -.� �.. -.. ._. ... S�..n - i?� ++ -u,.w ht,�: !�-� -. x'35.,.« v.?..}a: �,�}
shall provide the results of the assessment or inspection to Lessor and the appropriate governmental response agency or agencies
and shall further be responsible for removing or taking other appropriate remedial action regarding such Hazardous Material in
accordance with applicable Environmental Law.
(3) Environmental Indemnity.
Lessee shall indemnify, defend, and hold Lessor and Lessor's, officer, appointees, volunteers, employees, agents,
successors and assigns free and harmless from and against all Damages that may at anytime be imposed upon, incurred by, or
asserted or awarded against Lessor in connection with or arising from any Breach of Lessee's obligations hereunder; or out of
any violation by Lessee of any Environmental Law; or resulting in the imposition of any lien or claim for the recovery of any
costs for environmental cleanup or other response costs relating to the release or threatened release of Hazardous Materials on
the Lease Premises during the Lessee's tenancy. This obligation shall include any prior leases between Lessor and Lessee and
will continue through any periods Lessee is in holdover, unlawful detainer, or any subsequent month -to -month tenancies created
by operation of law. Lessee's obligations hereunder will survive the expiration or sooner termination of this Lease. .
(4) Violation of this section shall constitute grounds for termination of the Lease. Lessor, shall notify Lessee when, in Lessor's
opinion, Lessee has violated the provisions of this section. Lessee shall immediately discontinue the conduct and respond within
five (5) business days. Lessee shall take all measures necessary to remedy the condition.
14. QUITCLAIM
Lessee shall, upon the early termination of this Lease and at Lessor's request, execute and deliver to Lessor in a form provided by
Lessor a good and sufficient release of all rights under this Lease. Should Lessee fail or refuse to deliver such a release, Lessor may
record a written notice reciting such failure or refusal. This written notice shall, from the date of its recordation, be conclusive
evidence against Lessee of the termination of this Lease and all other claimants.
15. HOLDING -OVER -
(a) This Lease shall terminate without further notice upon the expiration of the term of this Lease. Lessee shall have removed any
Improvements and completed any restoration as required by Lessor prior to the expiration of this Lease, and shall surrender
possession of the Lease Premises. Any failure by the Lessee to remove Improvements, restore the Lease Premises, and /or surrender
possession of the Lease Premises at the expiration or sooner termination of this Lease shall not constitute a renewal or extension
and shall not give Lessee any rights in or to the Lease Premises or any part thereof except as expressly provided in this Lease. Lessee
shall be deemed in unlawful detainer of the Lease Premises and Lessor shall be entitled to all resulting legal remedies.
(b) Lessor may, in its sole discretion, choose to accept Rent for the Lease Premises instead of immediately taking legal action to
recover possession of the Lease Premises. Any tenancy created by operation of law on Lessor's acceptance of rent shall be deemed
a month -to -month tenancy regardless of what sum or sums Lessee delivers to Lessor. Except as set forth below, any subsequent
tenancy created in this manner shall be on the same terms, covenants, and conditions set forth in this Lease insofar as such terms,
covenants, and conditions can be applicable to a month -to -month tenancy
(c) In recognition of the increased accounting, land management, and supervisory staff time required for month -to -month tenancies,
the rent for each month or any portion thereof during such holdover period may be an amount equal to one hundred fifty percent
(150%) of one - twelfth (1/12) of the total compensation for the most recent year paid. In the event this Lease does not require
monetary compensation, Lessor shall have the right to establish rent based on the fair market value of the Lease Premises. The
month -to -month tenancy may be terminated by Lessee or Lessor upon thirty (30) calendar days' prior written notice to the other.
16. ADDITIONAL PROVISIONS
(a) Waiver
(I) No term, covenant, or condition of this Lease and no omission, neglect, Default or Breach of any such term, covenant or
condition shall be deemed to have been waived by Lessors acceptance of a late or nonconforming performance or otherwise,
unless such a waiver is expressly acknowledged by Lessor in writing. No delay or omission of Lessor to exercise any right or
power arising from any omission, neglect, Default or Breach of term, covenant, or condition of this Lease shall be construed as
a waiver or any acquiescence therein.
(2) Any such waiver shall not be deemed to be a waiver of any other term, covenant or condition; of any successive Breaches
of the same term, covenant, or condition; or of any other Default or Breach of any term, covenant or condition of this Lease.
(b) Time
Time is of the essence for this Lease and each and all of its terms, covenants or conditions in which performance is a factor.
Form5L16 (Rev. 10/14)
Page 16 of 18 Pages
(c) Notice
All notices required to be given under this Lease shall be given in writing, sent by U.S. Mail with postage prepaid, to Lessor at
the offices of the State Lands Commission and the Lessee at the address specified in this Lease. Lessee shall give Lessor notice of
any change in its name or address.
(d) Consent
Where Lessor's consent is required under this Lease its consent for one transaction or event shall not be deemed to be a consent
to any subsequent occurrence of the same or any other transaction or event. -
(e) Changes
This Lease may be terminated and its term, covenants, and conditions amended, revised, or supplemented only by mutual written
agreement of the parties.
(f) Successors -
The terms, covenants, and conditions of this Lease shall extend to and be binding upon and inure to the benefit of the heirs,
successors, and assigns of the respective parties.
(g) Joint and Several Obligation
If more than one Lessee is a party to this Lease, the obligations of the Lessees shall be joint and several.
(h) Captions
The section and paragraph captions used in this Lease are for the convenience of the parties. The captions are not controlling
and shall have no effect upon the construction or interpretation of this Lease.
(i) Severability
If any term, covenant or condition of this Lease is determined by a court of competent jurisdiction to be invalid or unenforceable,
the remainder of this Lease shall not be affected thereby, and each term and provision of this Lease shall remain valid and enforceable
to the fullest extent permitted by law.
(j) Representations
Lessee agrees that no representations have been made by Lessor or by any person or agent acting for Lessor. Lessor and Lessee
agree and acknowledge that this document contains the entire agreement of the parties, that there are no verbal agreements,
representations, warranties or other understandings affecting this Lease, and Lessor and Lessee, as a material part of the consideration
of this Lease, waive all claims against the other for rescission, damages, or otherwise by reason of any alleged covenant, agreement or
understanding not contained in this Lease.
(k) Gender and Plurality
In this Lease, the masculine gender includes both the feminine and neuter, and the singular number includes the plural whenever
the context so requires. -
(1) Survival of Certain Covenants
All covenants pertaining to bond, insurance, indemnification, restoration obligations, Breach, Default, and remedies shall
survive the expiration or earlier termination of this Lease until Lessee has fulfilled all obligations to restore the Lease Premises as
required by this Lease. -
(m) Counterparts
This agreement may be executed in any number of counterparts and by different parties in separate counterparts. Each
counterpart when so executed shall be deemed to be an original and all of which together shall constitute one and the same
agreement.
(n) Delegation of Authority
Lessor and Lessee acknowledge Lessor as defined herein includes the Commission Members, their alternates or designees, and
the staff of the Commission. The ability of staff of the Commission to give consent, or take other discretionary actions described
herein will be as described in the then - current delegation of authority to Commission staff. All other powers are reserved to the
Commission.
Form51.16 (Rev. 10/14)
Page 17 of 18 Pages
'STATE OF CALIFORNIA -STATE LANDS COMMISSION
LEASE NO. PRC 3792.1
This Lease shall become effective only when approved by and executed on behalf of the State Lands
Commission of the State of California and a duly executed copy has been delivered to Lessee. The submission of
this Lease by Lessor, its agent, or representative for examination by Lessee does not constitute an option or offer
to lease the Lease Premises upon the terms and conditions contained herein, or a reservation of the Lease Premises
in favor of Lessee. Lessee's submission of an executed copy of this Lease to Lessor shall constitute an offer to
Lessor to lease the Lease Premises on the terms and conditions set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date hereafter affixed.
LESSEE:
CITY OF SEAL BEACH
Robin L. Roberts, C
Craig
City Attorney
ATTACH NOTARY ACKNOWLEDGMENT
LESSOR:
STATE OF CALIFORNIA
STATE LANDS COMMISSION
By:
Robert Brian Bugsch
Chief, Land Management Division
JUN 2 2 2018
Date:
Execution of this document was authorized by
the California State Lands Commission on
666. 27, 2018
(Month Day Year)
Form5l.16 (Rev. 10114)
Page 18 of 18 Pages
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of Sacramento
On June 22, 2018 before me,
Cindy A. Cano, Notary Public
(insert name and title of the officer)
personally appeared Robert Brian Bugsch
who proved to me on the basis of satisfactory evidence to be the person/) whose name(o Is /are•
subscribed to the within instrument and acknowledged tome that he /s ithey executed the same in
his /herlt & authorized capacity(ies), and that by his /healheir- signature() on the instrument the
person$), or the entity upon behalf of which the person�) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal. +. INDYA. CANO
U COMM. # 2137210
(ry .a NOTARY PUBLIC - CALIFORNIAL)
1 2 SACRAMENTO COUNTY 0
COMM. EXPIRES DEC. 17, 2019 -
Signature (Seal)
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ACKNOWLEDGMENT
A notary public or other officer completing.this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of
On N�I \ before me2,& C `GYl A
I n i(insert name drid title of the officer)
personally appeared T\ r a'nA- lyi
who proved to me on the basis -of satisfactory evidence toqab the person(s) whose name(s) is /are
subscribed to the within instrument and acknowledged to me that he /she /they executed the same in
his /her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
ROBIN LYNN ROBERTS
WITNESS my hand and official seal. COMM. 02078186 z
Notary Public • California o
Orange County
*MY Comm, EM Tres se .13, 2018
Signature (Seal)
EXHIBIT A
PRC 3792.1
LAND DESCRIPTION
A parcel of tide and submerged land, land situate in the bed of San Pedro Bay, lying adjacent
to protracted Section 14, TSS, R12W, SBM as shown on the Official Township Plat, approved
April 7, 1914, Orange County, State of California, and more particularly described as follows:
COMMENCING at the southeast corner of Tract No. 1 in the City of Seal Beach,
County of Orange, State of California, said corner being the intersection of the
northeast line of Electric Avenue with the southern line of Seal Way as shown
upon the map of said Tract No. 1, recorded in Book 9 of Miscellaneous Maps at
Page 1, Orange County Records; thence continuing southwesterly along the
southern line of Seal Way as shown on said map to a point which'bears easterly
along said line N 77 °28'25" E 210.68 feet from the intersection of the southerly
prolongation of the centerline of Neptune Avenue and the southern line of Seal
Way, said point being the POINT OF BEGINNING; thence continuing westerly
along the souther line of Seal Way as shown on said map to the westerly
boundary of Tract No. 1; thence northwesterly from said point in a direct line
3,584.36 feet more or less to an intersection with the southwesterly prolongation
of the centerline of Third Street in the City of Seal Beach as said street is shown
upon the map of Tract No. 2, recorded in Book 9 of Miscellaneous Maps at Page
3, records of said county, at a point located 255.5 feet southwesterly from the
southwest line of Ocean Blvd.; thence continuing northwesterly along the
prolongation of the foregoing course 590.18 feet more or less to the intersection
with the southwesterly prolongation of the southeasterly line of First Street (60
feet wide) as shown upon the map of Bay City, recorded in Book 3 of
Miscellaneous Maps at Page 19; thence northeasterly along said line of First
Street to a point distant 273.93 feet southwesterly from the southwest line of
Ocean Blvd.; thence N 58'54'W, 55.32 feet; thence N 22 °51' W, 366.64 feet;
thence S 18 023'53" W, 124.63 feet; thence S 28 025'47" W, 409.83 feet; thence
S 31034'48" W, 209.45 feet; thence S 26 °05'00" W, 274.99 feet; thence
S 19 000'57" W, 195.60 feet; thence S 03 °07'08" W, 1177.32 feet; thence
S 58 043'00" E, 4428.06 feet more or less to an intersection with southwesterly
prolongation of the initial course in the description of Parcel 2, as described in
the Second Amended Complaint in Condemnation, No, 3436 -RJ Civil; United
State of America, Plaintiff, vs. 4,783 acres of land, more or less, in Orange
County, State of California, et al, filed in the District Court of the United States in
and for the Southern District of California, Central Division; thence
Page I 1 of 2
V1 n1AA,", "K A ' -)Fi,
northeasterly along said southwesterly prolongation to the POINT OF
BEGINNING.
END OF DESCRIPTION
Revised 7/05/16 by the California State Lands Commission Boundary Unit
Revised description based on the {Parcel 1} description found in lease file PRC 2777.1 (W.O.
6568) executed June 22, 1976.
Page 12 of 2
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Exhibit B
"1 ,jt ",� . ` i
PRC 3792.1
CITY, OF SEAL BEACH
VZ
{aEIJER.AL LEASE —
' � "�
PUBLIC r1GENCY USE
� .<� T
s T jF
ORANGE COL!yI'Y
k
PEDROcr
SAN,
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Nt.ik
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MAP SOURCE. USGS QUAD
This Exhibit is Soiely,for purposes of generally defining the letlie premises. is
hayc<l on unverified information provided by the Lcssce orollter Iwnics arld is
not intended m be, nor shall it be construed as, a waiver or [irnkation of any Slate
interest in thi`subjnct orany other pnt�fserty.
SITE
nttr arosno
WIN
PRC 3792.1
SUBLEASE
STATE OF CALIFORNIA
STATE LANDS COMMISSION
Pursuant to Commission Minute Item No. � dated, February 27, 2018, the herein sublease
between, City of Seal Beach and DCOR, LLC, under a portion of State Lease PRC No. 3792.1, is
hereby approved. Such approval (1) does not bind the State Lands Commission to the terms and
conditions of the sublease in any way; (2) is conditional upon the parties of the sublease fully
complying with the terms and conditions of State Lease No. PRC 3792.1; and (3) unless
amended, this endorsement is only valid as long as there is a valid lease in place between the
State Lands Commission and the City of Seal Beach for the subject property.
BY: /
BRIAN BUGSCH
Chief Land Management Division
. .,, .,„ +..+, e.�„;; q,,., v. A. - a._•.•r _. ..a.... :': r�s.. _... ,:-, ,.�t'+j��- ,�.v.'Y .. ... ... :.:..r,a «..:.. «.. ;..y „hX�3i..';5.
EXHIBIT C -2
PRC 3792.1
SUBLEASE
ENDORSEMENT
STATE OF CALIFORNIA
STATE LANDS COMMISSION
Pursuant to Commission Minute Item No. � dated, February 27, 2018, the herein sublease
between, City of Seal Beach and SoCal Holdings, LLC, under a portion of State Lease PRC No.
3792.1, is hereby approved. Such approval (1) does not bind the State Lands Commission to the
terms and conditions of the sublease in any way; (2) is conditional upon the parties of the
sublease fully complying with the terms and conditions of State Lease No. PRC 3792.1; and (3)
unless amended, this endorsement is only valid as long as there is a valid lease in place between
the State Lands Commission and the City of Seal Beach for the subject property.
BY:
BRIAN BUGSCH
Chief Land Management Division
EXHIBIT =.0 -3
PRC 3792.1
SUBLEASE
ENDORSEMENT
STATE OF CALIFORNIA
STATE LANDS COMMISSION
Pursuant to Commission Minute Item No. 6 dated, February 27, 2018, the herein sublease
between, City of Seal Beach and Bay City LLC, under a portion of State Lease PRC No. 3792. 1,
is hereby approved. Such approval (1) does not bind the State Lands Commission to the terms
and conditions of the sublease in any way; (2) is conditional upon the parties of the sublease fully
complying with the terms and conditions of State Lease No. PRC 3792.1; and (3) unless
amended, this endorsement is only valid as Ion-, as there is a valid lease in place between the
State Lands Commission and the City of Seal Beach for the subject property.
BY:
45�
N BUGSCH
Chief Land Management Division
EXHIBIT C -4
PRC 3792.1
SUBLEASE
STATE OF CALIFORNIA
STATE LANDS COMMISSION
Pursuant to Commission Minute Item No. dated, February 27, 2018, the herein sublease
between, City of Seal Beach and ABM Parking Services, under a portion of State Lease PRC No.
3792.1, is hereby approved. Such approval (1) does not bind the State Lands Commission to the
terms and conditions of the sublease in any way; (2) is conditional upon the parties of the
sublease fully complying with the terms and conditions of State Lease No. PRC 3792.1; and (3)
unless amended, this endorsement is only valid as long as there is a valid lease in place between
the State Lands Commission and the City of Seal Beach for the subject property.
BY:_
RIAN BUGSCH
Chief Land Management Division
- .4i%�:N 48if S'>;'��- �4hk':m`�'di- Y'y4: =k. -`•.- io�R�x:Ni�,+4 -�.Y, .,_r -, vrr:Ax_ .rev roY.,gb .. :..'Gkn«ri Trr�iS(t�..,n3t ?.rAA "WSiH1} W- nre.nW..�';iS¢,n..r':}j
Exhibit D — Reimbursement Agreement
STATE OF CALIFORNIA :AGREEMENT NUMBER
STANDARD AGREEMENT
STD.213 (new 06/03) REGISTRATION NUMBER
1. This Agreement is entered into between the State Agency and the Contractor named below:
STATE AGENCY'S NAME
California State Lands Commission (State)
CONTRACTOR'S NAME
City of Seal Beach
2. The term of this
Agreement is: 30 years beginning June 22 2016 ending June 21 2046
3. The maximum amount of
this Agreement is: $ 25,000
4. The parties agree to comply with the terms and conditions of the following exhibits which are by this reference
made a part of the Agreement:
Exhibit 1 — Scope of Work 2 Page(s)
Exhibit 2 — Budget Detail and Payment Provision /Definitions and Terms 2 Page(s)
Exhibit 3" — General Terms and Conditions GTC 0412017
Check mark one item below as Exhibit 4: 2 ra e s
Exhibit 4 — Special Terms and Conditions (attached hereto as part of this Agreement)
Items shown with an Asterisk (') are hereby incorporated by reference and made part of this Agreement as if attached
hereto These documents can be viewed at htto:// www. dgs. ca.gov/ ols/ Resources IStandardCantractLanquage.aspx.
IN WITNESS WHEREOF. this Agreement has been executed by parties hereto.
CONTRACTOR
wherper a mrymrnuon, pannera'hip, em.J
The Citv of Seal Beach
ADDRESS
AGENCY NAME
BY
AND TITLE OF
Seal Beach. CA 90740
STATE OF CALIFORNIA
Lands Commission
TITLE OF PERSON SIGNING
tlE:bYY!1.7
Page I of 11 Pages
Department of General Services
❑ Exempt per
Exhibit D — Reimbursement Agreement
EXHIBIT 1
SCOPE OF WORK
1. Work to be Performed — The City of Seal Beach, the "Lessee', enters into this Agreement with the California
State Lands Commission, the "Commission" or "State" (hereafter the Lessee and the Commission /State are
referred to collectively as the "Parties ") for engineering review of inspection reports and review of annual
summary reports of the facilities associated with Lessee's General Lease — Public Agency Use, Lease No. PRC
3792.1 (Lease). The State hereby agrees to perform the following services:
A. Engineering Review: The State shall review all future structural modifications or material changes to any of
the Authorized Improvements. Costs shall include, but not be limited to, actual costs for staff time for review
of structural and utility safety assessment inspection reports, Geotechnical Engineering Reports, all
applicable agency permits and requirements, post construction documents (as -built plans), and limited field
engineering and construction monitoring activity. Every five years a structural and utility safety assessment
inspection shall be conducted. A copy of the structural and utility safety assessment inspection report shall
be provided to Commission staff upon completion of the report for review by engineering staff for the term
of the lease pursuant to Section 2, Special Provisions, Paragraph 2, 4, and 5 of Lease No. PRC 3792.1.
B. Lease Management: The State shall review the Lessee's annual summary reports. Reviewing costs shall
include, but not be limited to, actual costs for staff time for review of sea -level rise and flooding vulnerability
and risk assessments, berm construction and beach nourishment, updates or amendments to the Local
Coastal Program, annual flooding frequency and extent, annual site photographs, schedule and nature of
repair and maintenance operations, and coastal hazard remediation and removal. Every five years a
summary report that details Resiliency Planning Efforts and Adaptation Strategies shall be provided to
Commission staff. Work shall be performed pursuant to the requirements of the Lease detailed in Section
2, Special Provisions, Paragraph 3, 9 and 10, of Lease No. PRC 3792.1.
C. Mutual Understanding: This Agreement is entered into by the parties hereto with the express understanding
that the State cannot assure: 1) final approval of the permit or lease for the proposed Project; 2) that
permits from other State or local permitting agencies are obtainable: 3) that either the State or the Lessee
by entering into this Agreement is representing that the Project will go forward as proposed; and 4) that
either the State or the Lessee is irrevocably committed to proceeding with this Project. Lessee understands
and expressly acknowledges that the State's review of inspection reports and plans for the Project is for the
sole purpose of evaluating Lessee's application for or compliance with a lease from the Commission, if any,
and not for any other purpose.
2. Parties' Agents
A. For Engineering Review the State's Project Officer shall be:
Chandrashekar Basavalinganadoddi, Supervising Mineral Resources Engineer
California State Lands Commission
Mineral Resource Management
200 Oceangate, 121, floor
Long Beach, CA 90802
Tel. (562) 590 -5209
Email: Chandrashekar Basavalinganadoddiaslc.ca.00v
B. For Lease Management the State's Project Officer shall be:
Randy Collins, Public Land Management Specialist
California State Lands Commission
100 Howe Avenue, Suite 100 South
Sacramento, CA 95825
Tel. (916) 574 -0900
E -mail: randy.collinsaslc.ca.gov
Page 2 of 1 I Pages
Exhibit D — Reimbursement Agreement
C. The Contractor's Project Manager shall be:
Jill R. Ingram, City Manager
City of Seal Beach
211 Eighth Street
Seal Beach, CA 90740
Tel. (562) 431 -2527
E -mail: jingram(e)sealbeachca.gov
3. Notices and Authorities
A. Any notice or other written communications required or permitted under this Agreement may be personally
delivered in writing to the State's Engineering or Lease Maintenance Project Officer or Applicant's Project
Manager, or may be sent by certified mail, return receipt requested, to the address stated above and shall,
based on such delivery or sending, be deemed to have been effectively communicated. Either party may
change such address by written notice to the other party.
Any notice given other than as provided above, shall not be deemed lobe effectively communicated until
received in writing.
B. The Project Manager shall have full authority to act on behalf of the Lessee for administration of the
Project. All communications given to the Project Manager shall be as binding, as if given to the Lessee.
C. The State may change its Engineering or Lease Management Project Officer at any time, by written notice
to the Lessee. The Lessee may change its Project Manager at any time, by written notice to the State's
Engineering or Lease Management Project Officer.
[Remainder of Page Inlemionally Leff Blank]
Page 3 of I 1 Pages
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Exhibit D — Reimbursement Agreement
EXHIBIT 2
BUDGET AND PAYMENT PROVISIONS
1. Invoicing and Payment — Lessee agrees to reimburse the State for all reasonable costs associated with
engineering review and lease maintenance according to this Standard Agreement whether prior or subsequent
to the execution of this Agreement. Processing costs shall include, but not be limited to, staff time associated
with those -tasks outlined in Exhibit 1, Scope of Work. Staff costs shall be computed in accordance with Section
8752 of the State Administrative Manual and shall include salaries and wages, related staff benefits and
administrative overhead.
The invoice shall be mailed to the Lessee's Project Manager. Payments shall reference the Agreement number
assigned to this project and must be mailed to the following address:
California State Lands Commission
100 Howe Avenue, Suite 100 South
Sacramento, CA 95825 -8202
Attention Accounting
2. Estimated Reimbursable Costs — The initial estimated costs are based on the information and contracts
existent as of the date of this Agreement. The itemized reimbursable costs estimate for work to be performed
is:
A. Engineering Review Estimate: $15,000
To include the following:
1. Processing and Engineering Review of structural and utility safety assessment inspection
reports (once every five years): $2,500 ($500 per year)
B. Lease Management Estimate: $10,000
To include the following:
1. Processing and Review of Annual Berm Summary Report: $9,000 ($300 per year).
2. Processing and Review of Resiliency Planning Efforts and Adaptation Strategy Report
(Five years prior to lease expiration): $1,000
3. Billings:
A. Engineering Review: Staff costs incurred by the State for Lease Management pursuant to this
Agreement, as specified in Exhibit 2, paragraph 2(A), shall be billed in arrears monthly. All payments
are due 30 days from the date of the invoice. The State reserves the right to demand an expense
deposit equal to the remainder of the Agreement should the Lessee fail to pay invoices within the time
specified. Total costs invoiced, including expense deposits, shall not exceed the dollar amount
specified in this Agreement unless amended.
B. Lease Management: Staff costs incurred by the State for Lease Management pursuant to this
Agreement, as specified in Exhibit 2, paragraph 2(B), shall be billed in arrears monthly. All payments
are due 30 days from the date of the invoice. The State reserves the right to demand an expense
deposit equal to the remainder of the Agreement should the Lessee fail to pay invoices within the time
specified. Total costs invoiced, including expense deposits, shall not exceed the dollar amount
specified in this Agreement unless amended.
4. Additional Costs or Services — Lessee will be advised of any estimated cost increase in writing in accordance
with this Agreement should the need for additional services become known or as costs previously estimated
exceed the above estimate.
Page 4 o I 1 Pages
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Exhibit D — Reimbursement Agreement
Upon notification of the need for additional funds, the Lessee shall have the option to dispute or accept the
increase with all'theterms and.conditions of this Agreement being unchanged and in effect. The Lessee shall
notify the State within five (5) days of notice of any intent to dispute the change, Non - response shall be
acknowledged as acceptance of the additional charges and Lessee will be billed for the balance in accordance
with the terms above.
5. Definitions and Terms - Wherever the following abbreviations and terms (or pronouns in place of them) are
used, the intent and meaning shall be interpreted as provided in this section. Working titles having a masculine
gender, and pronouns referring to such said titles, are utilized in this Agreement for the sake of brevity and are
not intended to refer to either sex or the neuter. All references to the singular shall refer also to the plural. All
references to the plural shall refer also to the singular.
A. As used within this Agreement, the terms "Lessee" and "Contractor' are used interchangeably and
are to be considered the same entity.
B. As used within this Agreement, the terms "State" and "Commission" are used interchangeably and
are to be considered the same entity.
C. The term "Agreement" refers to this document as executed by the Lessee and the State. This
document includes Standard Form and any attached Exhibits.
D. The term "Project Manager" refers to that person appointed or designated by the Applicant to
administer the project for the Applicant.
E. The term "Project Officer" refers to that person appointed by the State to process the project
application.
F. The term "Lessee's Agent" refers to that person designated by the Lessee to provide technical
assistance and support to the State in coordinating transmittal of project technical information and
shall have no authority to act for the Lessee unless otherwise stated in writing by Lessee to the
State's Project Officer.
[Remainder ofPage Intentionally, Left Blank]
Page 5 of 1 I Pages
JA
Exhibit D — Reimbursement Agreement
EXHIBIT 3
GTC 04/2017
GENERAL TERMS AND CONDITIONS
I. APPROVAL: This Agreement is of no force or effect until signed by both parties and approved by the
Department of General Services, if required. Contractor may not commence performance until such
approval has been obtained.
2. AMENDMENT: No amendment or variation of the terms of this Agreement shall be valid unless made
in writing, signed by the parties and approved as required. No oral understanding or Agreement not
incorporated in the Agreement is binding on any of the parties.
3. ASSIGNMENT: This Agreement is not assignable by the Contractor, either in whole or in part, without
the consent of the State in the form of a formal written amendment.
4. AUDIT: Contractor agrees that the awarding department, the Department of General Services, the
Bureau of State Audits, or their designated representative shall have the right to review and to copy any
records and supporting documentation pertaining to the performance of this Agreement. Contractor agrees
to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a
longer period of records retention is stipulated. Contractor agrees to allow the auditor(s) access to such
records during normal business hours and to allow interviews of any employees who might reasonably
have information related to such records. Further, Contractor agrees to include a similar right of the State
to audit records and interview staff in any subcontract related to performance of this Agreement. (Gov.
Code §8546.7, Pub. Contract Code §10115 et seq., CCR Title 2, Section 1896).
5. INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the State, its officers,
agents and employees from any and all claims and losses accruing or resulting to any and all contractors,
subcontractors, suppliers, laborers, and any other person, firm or corporation furnishing or supplying
work services, materials, or supplies in connection with the performance of this Agreement, and from any
and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or
damaged by Contractor in the performance of this Agreement.
6. DISPUTES: Contractor shall continue with the responsibilities under this Agreement during any
dispute.
7. TERMINATION FOR CAUSE: The State may terminate this Agreement and be relieved of any
payments should the Contractor fail to perform the requirements of this Agreement at the time and in the
manner herein provided. In the event of such termination the State may proceed with the work in any
manner deemed proper by the State. All costs to the State shall be deducted from any sum due the
Contractor under this Agreement and the balance, if any, shall be paid to the Contractor upon demand.
8. INDEPENDENT CONTRACTOR: Contractor, and the agents and employees of Contractor, in the
performance of this Agreement, shall act in an independent capacity and not as officers or employees or
agents of the State.
9. RECYCLING CERTIFICATION: The Contractor shall certify in writing under penalty of perjury, the
minimum, if not exact, percentage of post consumer material as defined in the Public Contract Code
Page 6 of 1 I Pages
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Exhibit — Reimbursement Agreement
Section 12200, in, products, materials,-goods, or supplies offered or sold'to:the State regardless of whether
the product meets the requirements_of Public Contract Code Section 12209. With respect to printer or
duplication cartridges that comply with.the requirements of Section 12156(e), the certification required by
this subdivision shall specify that the cartridges so comply (Pub. Contract Code § 12205).
10. NON - DISCRIMINATION CLAUSE: During the performance of this Agreement, Contractor and its
subcontractors shall not deny the contract's benefits to any person on the basis of race, religious creed,
color, national origin, ancestry, physical disability, mental disability, medical condition, genetic
information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or
military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for
employment because of race, religious creed, color, national origin, ancestry, physical disability, mental
disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender
expression, age, sexual orientation, or military and veteran status. Contractor shall insure that the
evaluation and treatment of employees and applicants for employment are free of such discrimination.
Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act
(Gov. Code §12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs., tit. 2, §11000 et
seq.), the provisions of Article 9.5, Chapter 1, Part I. Division 3, Title 2 of the Government Code (Gov.
Code § §11135- 11139.5), and the regulations or standards adopted by the awarding state agency to
implement such article. Contractor shall permit access by representatives of the Department of Fair
Employment and Housing and the awarding state agency upon reasonable notice at any time during the
normal business hours, but in no case less than 24 hours' notice, to such of its books, records, accounts,
and all other sources of information and its facilities as said Department or Agency shall require to
ascertain compliance with this clause. Contractor and its subcontractors shall give written notice of their
obligations under this clause to labor organizations with which they have a collective bargaining or other
agreement. (See Cal. Code Regs., tit. 2, § 11105.)
Contractor shall include the nondiscrimination and compliance provisions of this clause in all
subcontracts to perform work under the Agreement.
11. CERTIFICATION CLAUSES: The CONTRACTOR CERTIFICATION CLAUSES contained in the
document CCC 04(2017 are hereby incorporated by reference and made a part of this Agreement by this
reference as if attached hereto.
12. TIMELINESS: Time is of the essence in this Agreement.
13. COMPENSATION: The consideration to be paid Contractor, as provided herein, shall be in
compensation for all of Contractor's expenses incurred in the performance hereof, including travel, per
diem, and taxes, unless otherwise expressly so provided.
14. GOVERNING LAW: This contract is governed by and shall be interpreted in accordance with the
laws of the State of California.
15. ANTITRUST CLAIMS: The Contractor by signing this agreement hereby certifies that if these
services or goods are obtained by means of a competitive bid, the Contractor shall comply with the
requirements of the Government Codes Sections set out below.
a. The Government Code Chapter on Antitrust claims contains the following definitions:
1) "Public purchase" means a purchase by means of competitive bids of goods, services, or materials by
the State or any of its political subdivisions or public agencies on whose behalf the Attorney General may
bring an action pursuant to subdivision (c) of Section 16750 of the Business and Professions Code.
Page 7 of 1 l Pages
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Exhibit — Reimbursement Agreement
2) "Public purchasing body ",means the.State or the subdivision onagency making a'public purchase.
Government Code Section 4550.
b. In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted,
it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have
under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2
(commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising
from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to
the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final
payment to the bidder. Government Code Section 4552.
c. If an awarding body or public purchasing body receives, either through judgment or settlement, a
monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to
receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public
body any portion of the recovery, including treble damages, attributable to overcharges that were paid by
the assignor but were not paid by the public body as part of the bid price, less the expenses incurred in
obtaining that portion of the recovery. Government Code Section 4553.
d. Upon demand in writing by the assignor, the assignee shall, within one year from such demand,
reassign the cause of action assigned under this part if the assignor has been or may have been injured by
the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby,
or (b) the assignee declines to file a court action for the cause of action. See Government Code Section
4554.
16. CHILD SUPPORT COMPLIANCE ACT: For any Agreement in excess of $100,000, the contractor
acknowledges in accordance with Public Contract Code 7110, that:
a. The contractor recognizes the importance of child and family support obligations and shall fully comply
with all applicable state and federal laws relating to child and family support enforcement, including, but
not limited to, disclosure of information and compliance with earnings assignment orders, as provided in
Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and
b. The contractor, to the best of its knowledge is fully complying with the earnings assignment orders of
all employees and is providing the names of all new employees to the New Hire Registry maintained by
the California Employment Development Department.
17. UNENFORCEABLE PROVISION: In the event that any provision of this Agreement is
unenforceable or held to be unenforceable, then the parties agree that all other provisions of this
Agreement have force and effect and shall not be affected thereby.
18. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of
$200,000, the Contractor shall give priority consideration in filling vacancies in positions funded by the
Contract to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance
with Pub. Contract Code § 10353.
19. SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REPORTING
REQUIREMENTS:
Page 8 of 1 1 Pages
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Exhibit D Reimbursement Agreement
a. _Ifforthis Contract Contractor made a commitment to achieve small business.participation, then
Contractor must within 60 days of receiving final payment under this Contract (or within such other time
period as may be 'specified elsewhere in this Contract) report to the awarding department the actual
percentage of small business participation that was achieved. (Govt. Code § 14841.)
b. If for this Contract Contractor made a commitment to achieve disabled veteran business enterprise
(DVBE) participation, then Contractor must within 60 days of receiving final payment under this Contract
(or within such other time period as may be specified elsewhere in this Contract) certify in a report to the
awarding department: (1) the total amount the prime Contractor received under the Contract; (2) the name
and address of the DVBE(s) that participated in the performance of the Contract; (3) the amount each
DVBE received from the prime Contractor; (4) that all payments under the Contract have been made to
the DVBE; and (5) the actual percentage of DVBE participation that was achieved. A person or entity
that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. &
Vets. Code § 999.5(d); Govt. Code § 14841.)
20. LOSS LEADER:
If this contract involves the furnishing of equipment, materials, or supplies then the following statement is
incorporated: It is unlawful for any person engaged in business within this state to sell or use any article
or product as a "loss leader" as defined in Section 17030 of the Business and Professions Code. (PCC
10344(e).)
[Remainder of Page Intentionally Left Blank]
Page 9 of 11 Pages
:e4x`
Exhibit D — 'Reimbursement Agreement
EXHIBIT 4
SPECIAL TERMS AND CONDITIONS
1. Type of Agreement —This Agreement between the State and the Lessee is for the reimbursement of costs,
from the Lessee to the State, for Engineering Review, detailed in Exhibits 1 and 2 of this Agreement, performed
by staff of the California State Lands Commission. This Agreement does not involve the procurement of goods
or services from the Lessee.
2. Effective Reimbursement Period — Notwithstanding the date of Agreement approval in paragraph 1 of GTC
04/2017, the Lessee agrees to reimburse the State for costs detailed in Exhibits 1 and 2 of this Agreement, that
accrue beginning on the date listed in form STD.213, paragraph 2 of this Agreement until the termination of this
Agreement. The term of this agreement shall extend to include any holdover period of Lease No. PRC 6674.1.
3. This paragraph supersedes paragraph 5 of, Exhibit 3, "Indemnification ":
Indemnification — To the fullest extent permitted by law, Lessee shall defend, indemnify, and hold harmless the
State of California and any and all agencies or departments thereof, including but not limited to, any and all
boards, commissions, officers, agents, employees, and representatives (Indemnitees), against any and all
claims, liabilities, charges, losses, expenses, and costs, including the State's attorneys' fees (Liabilities), that
may arise from or by reason of any action or inaction ;by the Indemnitees in connection with the work described
in Exhibit 1, or any defect in design or construction of the Project. This obligation of the Lessee to indemnify,
defend, and hold harmless the Indemnitees shall not apply to any Liabilities caused solely by the gross
negligence or intentional acts of the State or its officers, agents, and employees; or to any claims, litigation, or
to other actions brought by the Lessee against the Indemnitees in relation to the Lessee's application or this
Agreement. This provision shall survive termination of this Agreement.
4. This paragraph supersedes paragraph 6 of GTC 04/2014, Exhibit 3; "Disputes ":
Disputes — Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising
under or relating to the performance of this Agreement which is not disposed of by Agreement shall be decided
by the Project Officer, who shall reduce his decision to writing in regard to the dispute and shall transmit a copy
thereof to the Lessee within thirty (30) days. The decision of the Project Officer shall be final and conclusive,
unless within thirty (30) days from the date of receipt of such copy, the Lessee transmits to the State a written
appeal. Said appeal shall be supported with specificity.
a. In connection with any appeal proceeding under this clause, the Lessee shall be afforded an
opportunity to be heard before the State Lands Commission within sixty (90) days of the receipt by the
State of the Lessee's written appeal and to offer evidence in support of its appeal. Pending the final
decision of any such dispute, the Lessee.shall proceed diligently with the performance of the
Agreement -and in accordance with the written decision of the Project Officer which is the subject of the
Lessee's appeal including the payment of invoices to the State.
b. The procedure described herein shall not prejudice or deny the Lessee's remedies at law. However,
the Lessee agrees to exhaust the procedure described herein before pursuing remedies at law. All
amounts paid to the State under protest shall be held by the State in trust until the dispute is resolved.
5. Modification — This paragraph supersedes paragraph 7 of GTC 04/2017, Exhibit 3, "Termination for Cause':
Either party may elect to modify the scope of work or costs associated with the Project described in Exhibit 1,
Paragraphs 1(A) and 1(B) and Exhibit 2, Paragraphs 2(A) and 2(B) of this Agreement by written notice at any
time prior to or during Project commencement or implementation upon ten (10) days written notice to the other
party should the Project be revised or cancelled for any reason. The Lessee agrees that in the event of such
modification of this Agreement by either party as provided above, it shall reimburse the State one hundred
percent (100 %) of all costs incurred by the State in the performance of its obligations as described in this
Agreement.
Page 10 of I 1 Pages
Ezhi6itD — Reimbursement Agreement -
6. Reimbursement of Costs — Lessee shall reimburse the State in full for all reasonable costs and attorney's fees,
including, but not limited to, those charged it by the California Office of the Attorney General, that the State
incurs in connection with the defense of any action brought against the State challenging this Agreement or any
other matter related to this Agreement or the work performed by the State under this Agreement. In addition,
Lessee shall reimburse the State for any court costs and reasonable attorney fees that the State may be
required by a court to pay as.a result of such. action. Lessee may participate in the defense of the action, but its
participation shall hot relieve it of its obligations under this Paragraph. The provision of this Paragraph shall not
apply to any claims, litigation or other actions which may be brought by the Parties against each other and shall
not apply to the extent that any such obligation is void or otherwise unenforceable under applicable law in effect
on or validly retroactive to the date of this Agreement. Nothing in this Paragraph shall be construed to require
the State to defend itself against all or any aspect of the challenge to this Agreement or work performed under
this Agreement. However, Lessee may take whatever legal action is available to it to defend this Agreement or
any work performed under this Agreement against'any challenge by a third party, whether or not the State
chooses to raise a defense against such a challenge.
Records — Upon five (5) business days' notice, the State's records relating to its costs shall be available for the
Lessee's audit in the State's office in Sacramento. Said audit shall take place only during regular business
hours of the State. Payment of costs by the Lessee shall not constitute a waiver of its rights to audit nor an
acknowledgment by the Lessee of the validity of the costs that have been paid. Nothing herein shall be deemed
to require the State, its consultants, other contractors and subcontractors to maintain books, records, or
documents other than those usually maintained by them, provided that such books, records and documents
reasonably segregate and identify the costs for which reimbursement is required hereunder. As used herein,
"State's records" include any audit of the consultant by the State or its designated representative as authorized
in this Agreement.
8. The following Paragraphs in Exhibit 3 do not apply to this Reimbursement Agreement, therefore, Paragraphs 4,
7, 8, 9, 10, 11, 12, 13, 15, 16, 17, 18, 19, and 20 of GTC 04/2017, Exhibit 3, are hereby waived and shall have
no force or effect upon this Agreement.
[Remainder of Page Intentionally Left Blank]
e.
Page 11 of I 1 Pages '
RECORDED AT THE REQUEST OF
AND WHEN RECORDED MAIL TO:
STATE OF CALIFORNIA
California State Lands Commission
Attn: Title Unit
100 Howe Avenue, Suite 100 -South
Sacramento,-CA 95825 -8202
STATE OF,CALIFORNIA
OFFICLAL BUSINESS
Document entitled to free recordation
pursuant to Government Code Section 27383
A.P.N. Various
County: Orange
LEASE NO. PRC 3792.1
SPACE AHOV1. THIS LINE FOR RECORDER'S USE
This Lease consists of this summary and the following attached and incorporated parts:
Section 1 Basic Provisions
Section 2 . Special Provisions Amending or Supplementing Section 1 or 3
Section 3 General Provisions
Exhibit A Land Description
Exhibit B Site and Location Map
Exhibit C -1, 2, 3, and 4 Sublease Endorsements
Exhibit D Reimbursement Agreement
SECTION 1
BASIC PROVISIONS
THE STATE OF CALIFORNIA, hereinafter referred to as Lessor acting by and through the
CALIFORNIA STATE LANDS COMMISSION (100 Howe Avenue, Suite 100- South, Sacramento,
California 95825- 8202), pursuant to Division 6 of the Public Resources Code and Title 2, Division 3 of
the California Code of Regulations, and for consideration specified in this Lease, does hereby lease,
demise, and let to the CITY OF SEAL BEACH, hereinafter referred to as Lessee, those certain lands
described in Exhibit A hereinafter referred to as Lease Premises, subject to the reservations, terms,
covenants, and conditions of this Lease.
Page 1 of 18 Pages
MAILING ADDRESS: 211 8th Street
Seal Beach, CA 90740
LEASE TYPE: General Lease — Public Agency Use
LAND TYPE: Sovereign
LOCATION: Pacific Ocean in the City of Seal Beach, Orange County, as described in
Exhibit A attached and by this reference made a part hereof.
LAND USE OR PURPOSE: Use and maintenance of an existing pier with a life guard tower, 750 -
foot long concrete sheet pile groin, a maintenance building, a storage
building, restaurant, public restroom, picnic area, raised planter areas
with retaining walls, three parking lots, a tot lot with a perimeter wall,
the construction, use, and maintenance of a seasonal flood control berm
to prevent beach run -up during winter months, beach nourishment, and
the seasonal placement, use, and maintenance of temporary lifeguard
stations.
TERM: 30 years; beginning June 22, 2016; ending June 21, 2046, unless sooner
terminated as provided under this Lease.
CONSIDERATION: $125 per annum, subject to modification by Lessor as specified in
Paragraph I of Section 2 — Special Provisions, and Paragraph 3(c) of
Section 3 - General Provisions.
AUTHORIZED IMPROVEMENTS:
X EXISTING:
An existing pier with a life guard tower, 750 -foot long
concrete sheet pile groin, a maintenance and a storage
building, restaurant, public restroom, picnic area, raised
planter areas with retaining walls, three parking lots, a tot
lot with a perimeter wall, a seasonal flood control berm to
prevent beach run -up during winter months, beach
nourishment, and the seasonal placement of temporary
lifeguard stations.
N/A TO BE CONSTRUCTED; CONSTRUCTION MUST BEGIN BY:
AND BE COMPLETED BY:
LIABILITY INSURANCE: In an amount no less than $5,000,000 per occurrence.
SURETY BOND OR OTHER SECURITY: N/A
Page 2 of 18 Pages
SECTION 2
SPECIAL PROVISIONS
BEFORE THE EXECUTION OF THIS LEASE, ITS PROVISIONS ARE AMENDED,
REVISED, OR SUPPLEMENTED AS FOLLOWS:
1. Paragraph 3 (c) of Section 3, General Provisions, is amended to replace the word "fifth" with the
words "10th and 20th ". Lessor reserves the right to revise the rent upon any extension or
amendment of an existing sublease, or upon execution of a new sublease.
2. All future structural modifications or material changes to any of the Authorized Improvements
other than routine repairs and maintenance will require Commission staffs review and approval
prior to commencement of construction. In the event of an urgent repair requiring immediate
action, notification shall be made through Lessor's 24 -hour emergency response number at (562)
590 -5201.
Special provisions relating to berm construction and beach nourishment.
a. Any equipment to be used on the Lease Premises is limited to that which is directly
required to perform the authorized use and shall not include any equipment that may cause
damage to the Lease Premises or on other lands subject to Lessor's jurisdiction.
b. No refueling, repairs, or maintenance of vehicles or equipment will take place on the Lease
Premises or on lands subject to Lessor's jurisdiction.
c. Each year prior to berm construction, Lessee shall send a copy of the berm coastal
engineering plan to Lessor, and notify Lessor of the approximate dimensions of the berm,
the approximate volume of sand material for construction, and the location of the sourced
sand material
d. Within 15 days after construction of the berm, Lessee shall provide to Lessor specifics
related to the berm dimensions and volume of sand material used in the construction of the
berm.
e. Lessee shall notify Lessor within 5 business days of any repairs or additional nourishments
needed to maintain the berm following the initial construction and prior to its final
deconstruction.
f Lessee shall limit the time, equipment, and personnel active on the Lease Premises to the
minimum amount necessary during berm construction and deconstruction.
g. Berm construction and beach nourishment activities that necessitate sand material sourced
from locations other than West Beach will require written authorization from the Lessor.
4. Lessee shall conduct an above water visual inspection by a qualified California Registered civil
engineer annually. The inspection reports shall be duly stamped and signed by the engineer. The
above water inspection report shall include all accessible components both above and below the
deck including splash zone. This annual above water inspection report shall include but not limited
to evaluation of existing structural conditions, structural condition assessment and its ratings with
proposed remedial action, if any. This above water inspection shall include but not be limited to
the following structural elements as applicable:
a. Piles and pile caps
b. Beams
Page 3 of 18 Pages
c. Deck soffit
d. Bracing
e. Connections
£ Retaining walls and bulkheads
g. Seawalls
h. Slope protection
i. Deck topsides and curbing
j. Expansionjoints
k. Fender system components
1. Mooring points and hardware
m. Navigation aids
n. Ramps, platforms, landing, ladders, stairs, handrails, and gangways
o. Backfill
p. Electrical and mechanical components
This inspection report shall be submitted for review by Lessor's engineering staff annually upon
each anniversary date. The above water inspection may follow the then - current guidelines of
"Waterfront Facilities Inspection and Assessment" Manual of Practice 130 by the American
Society of Civil Engineers.
Every five years Lessee shall conduct a structural and utility safety assessment inspection report
fort the Seal Beach Municipal Pier in compliance with the American Society of Civil Engineers
(ASCE), Manuals of Practice 130 — Waterfront Facilities Inspection and Assessment and the
ASCE Standard Practice Manual. The structural assessment must be by a California registered
civil /structural engineer. The structural assessment should include global seismic structural
analysis with a vehicle parked on the structure, impact analysis for berthing, and other related
assessments. Lessee shall provide a copy of the inspection report, to include any necessary
remedial action plan, to Lessor for review. The inspection report shall be submitted on or before
June 22, 2021.
6. Lessee shall execute a Reimbursement Agreement substantially in the form as shown in Exhibit D
(attached and by this reference made a part hereof) with Lessor to pay for any and all reasonable
costs and expenditures paid or incurred by the Commission, its staff or both for review and
approval of any plan or related materials required herein, including but not limited to any review
or preparation of reports, documents or other actions as required pursuant to the California
Environmental Quality Act (CEQA), plan reviews, and /or amendments.
Lessee acknowledges:
a. The site may be subject to hazards from natural geophysical phenomena including, but not
limited to, waves, storm waves, tsunamis, earthquakes, erosion, flooding, and sea -level rise
( "climate change effects "). The risks posed to the site from these discrete processes, and
the combined, additive impacts of multiple processes are anticipated to increase in severity
over the term of the lease due to the localized effects of climate change. Specifically,
climate change effects could expose the public restrooms, public beach, constructed berm,
and pier infrastructure, including utility and sewer lines, to stronger and prolonged
flooding events, requiring maintenance and repair beyond what is regularly needed.
Adverse impacts from climate change effects on facilities within the lease area, particularly
Page 4 of 18 Pages
the public restrooms and sewer lines, could result in degradation of Public Trust resources
and values, including water quality, recreation, and public safety. Future conditions may
necessitate additional adaptation measures to increase the resiliency of the lease area to the
impacts of sea - level rise and coastal climate change processes, as well as continuing to
evaluate the effectiveness of the berm in protecting against these impacts.
b. Lessee assumes the risks to the Lessee and to the property that is the subject of any Coastal
Development Permit that is issued to Lessee for development on the Lease Premises, of
injury and damage from such hazards in connection with the permitted development and
use.
c. Consistent with Section 3, Paragraph 8, the Lessee assumes the risks associated with such
potential hazards and agrees to be solely responsible for all damages, costs, and liabilities
arising as a result of the impacts of such hazards on the improvements within the Lease
Premises. Any additional maintenance or protection strategies necessitated by such hazards
may require additional approval by Lessor pursuant to Section 3, Paragraph 5(a) and be
subject to environmental review.
8. Lessee acknowledges that the Lease Premises are subject to the Public Trust and are presently
available to members of the public for recreation, waterborne commerce, navigation, fisheries,
open space, and any other recognized Public Trust uses. Lessee also agrees that any proposed
construction activities and subsequent use of the Lease Premises shall not unreasonably interfere
with or limit Public Trust rights, and shall do so only to the extent necessary to protect public
health and safety during construction activities authorized by Lessor, or when imminent threats to
public health and safety are present.
9. Lessee shall provide Lessor with an annual summary, to include information identified below, by
the anniversary date of each year, beginning March 1, 2019 or a date to be mutually agreed to by
Lessee and Lessor's staff. The summary shall include the information requested in Section 2,
Paragraph 3 (c) above, along with copies of any local monitoring information required by Lessee
or other agencies or entities which relates to sea -level rise vulnerability, structural integrity, and
adaptation capacity of the Lease Premises and the facilities therein. Information shall include, but
is not limited to:
• Sea -level rise and flooding vulnerability and risk assessments,
• Updates or amendments to the Local Coastal Program,
• Annual flooding frequency and extent,
• Annual site photographs,
• Schedule and nature of repair and maintenance operations, and
• Coastal hazard remediation and removal.
Pertinent information may be sourced from the Lessee itself or any other research conducted
within the Lease Premises or adjacent land.
10. Five years prior to the expiration of this Lease, Lessee shall submit to Lessor a summary report
that details resiliency planning efforts and adaptation strategies related to sea -level rise impacts
within the Lease Premises. The report will include a record of flood frequency and extent, and
protective measures taken to reduce flood risk to public and visitor serving facilities within the
Lease Premises and upland property. It will also include annual records of the constructed berm's
height, width, and volume, as well as the berm material's source location. Findings from the utility
Page 5 of 18 Pages
safety assessment inspection report for the Seal Beach Municipal Pier will also be summarized in
the report as well as any emergency repairs made to other structures located in the Lease Premises.
The contents of this report will enable Lessor and Lessee to assess the effectiveness of these
planning efforts in maintaining and enhancing the resiliency of public trust resources and values
within the Lease Premises subject to the risks associated with sea -level rise and climate change.
11. Lessee will require Commercial General Liability insurance of each sublessee in an amount of no
less than $5,000,000 for all sub - leases or agreements for any activity occurring within the Lease
Premises.
12. Pursuant to Section 3, Paragraph 11, Lessor consents to Lessee's sublease agreements through the
Sublease Endorsements attached as Exhibits C -1, 2, 3, and 4, provided that:
a. Lessor's endorsement of a sublease does not bind the Lessor to the terms and conditions of
such sublease in any way.
b. In no event shall any sublease agreement relieve Lessee from any liability or release
Lessee from any obligation under this Lease.
c. Any sublessee's breach of the terms and conditions of this Lease shall be deemed a breach
of this Lease by Lessee.
d. if Lessee desires to sublet all or any portion of the Lease Premises, Lessee shall not be
required to provide audited financial statements described in Section 3, Paragraph 11,
subsection (d)(4), unless Lessor's staff determines that such statements are reasonably
necessary to evaluate a proposed sublessee's ability to meet its obligations under this Lease
or the proposed sublease.
e. All other provisions of Section 3, Paragraph I I remain unchanged.
[Remainder of Page Intentionally Left Blank]
Page 6 of 18 Pages
SECTION 3
GENERAL PROVISIONS
(.GENERAL
In the case of any conflict between these General Provisions and Special Provisions found in Section 2, the Special Provisions control.
2. DEFINITIONS
For the purposes of this Lease, the following terms shall be defined as stated below:
"Additions" shall be defined as any use or Improvements other than those expressly authorized in this Lease.
"Alterations" shall be defined as any material change in the,size, scope, density, type, nature, or intensity of Improvements on the Lease
Premises from what is authorized in this Lease. Alterations shall also include any modifications, alterations, or renovations of the land
or waterways on the Lease Premises other than those authorized by this Lease.
"Breach" shall be defined as a party's unjustified or unexcused nonperformance of a contractual duty the party is required to immediately
perform.
"Damages" shall include all liabilities, demands, claims, actions or causes of action whether regulatory, legislative or judicial in nature;
all assessments, levies, losses, fines, penalties, damages, costs and expenses, including, without limitation: (i) reasonable attorneys',
accountants', investigators', and experts' fees and expenses sustained or incurred in connection with the defense or investigation of any
such liability, and (ii) costs and expenses incurred to bring the Lease Premises into compliance with Environmental Laws, a court order,
or applicable provisions of a Regulatory Agency. The term "Damages" also includes, expressly, those Damages that arise as a result of
strict liability, whether arising under Environmental Laws or otherwise.
"Default" shall be defined as a material Breach of magnitude sufficient to justify termination of the Lease.
"Environmental Law" shall be defined as and include all federal, state, and local environmental, health, and safety laws, statutes,
ordinances, regulations, rules, judgments, orders, and notice requirements, which were in effect as of the date of execution of this Lease
or are subsequently enacted and lawfully applied hereto, which regulate or relate to (a) the protection or clean -up of the environment; (b)
the use, treatment, storage, transportation, handling or disposal of hazardous, toxic or otherwise dangerous substances, wastes or materials;
(c) the quality of the air and the discharge of airborne wastes, gases, particles, or other emissions; (d) the preservation or protection of
waterways, groundwater, or drinking water; (e) the health and safety of persons or property; or (f) impose liability with respect to any of
the foregoing, including without limitation, the California Environmental Quality Act (CEQA) [PRC §§ 21000 et seq]; the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource
Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water
Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the
Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§
136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et
seq.]; the Safe Drinking Water Act [42 USCS §§ 300f et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface
Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS
§§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous
Substances Act [H & S C §§ 25280 et seq.]; the California Hazardous Substances Account Act [H & S C §§ 25300 et seq.]; the California
Hazardous Waste Control Act [H &-S C §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & S C §§
24249.5 et seq.]; the Porter - Cologne Water Quality Act [Water C §§ 13000 et seq.] together with any amendments of or regulations
promulgated under the statutes cited above. .
"Hazardous Material" shall be defined as and include any substance which falls within the definition of hazardous substance, hazardous
waste, hazardous material, toxic substance, solid waste, pollutant, or contaminant, under any Environmental Law.
"Improvements" shall be defined as any modification, alteration, addition, or removal of any material, and any other action which serves
to change the condition of the Lease Premises from the natural state whether situated above, on, or under the Lease Premises.
Improvements include, but are not limited to buildings, structures, facilities, decks, docks, wharves, piers, walks, curbs, bridges, buoys,
landscaping, roadways, shoreline protective structures of all types, foundations, pilings or similar support structures whether above or
below the water line, fences, utilities, pipelines, and any other construction of any type situated on the Lease Premises.
"Lease" shall be defined as this lease contract together with all amendments and exhibits.
"Lease Premises" shall be defined as the area of land, together with any improvements located thereon, the use and occupancy of which
Form51.16 (Rev. 10/14)
Page 7 of 18 Pages
is authorized by this Lease.
"Lessor" shall be defined as the state of California, acting by and through the California State Lands Commission, including the
Commissioners, their alternates and designates, the Executive Officer, and the staff of the California State Lands Commission.
"Regulatory Agency" shall include any Federal, State, County, Municipal, or Local agency having jurisdiction over the Lease Premises.
"Repairs" shall be defined as all work of any kind made to maintain, change, restore, strengthen, replace, alter, or otherwise affect any
Improvement on the Lease Premises.
"Residence" shall be defined as any Improvement, whether permanent, movable, or temporary, or a portion thereof, which is for the time
being a home or place of lodging. A Residence includes any Improvement affixed to the land such as trailers or cabins, built on a raised
foundation such as stilts or pilings, and floating residences such as boats, barges, arks, and houseboats, and any combination of such
Improvements which provide residential accommodations to the Lessee or others. "Residence" shall not include transitory, intermittent,
recreational use of facilities such as campgrounds.
"Residential Use" shall be defined as Improvements such as, but not limited to, sundecks, and sunrooms which are extensions of, or
additions to, the upland property and are not water- dependent uses. Although the various uses or Improvements which may fall under
this definition may vary by geographic area, lease type, or other factors, it is the intention of the parties to include in this definition all
uses and Improvements which are not water- dependent but residential in nature, or those uses and Improvements which are not consistent
with common law public trust principles and values.
3. CONSIDERATION
(a). Absolute Triple Net Lease
This Lease is an absolute triple net lease, pursuant to which Lessor has no obligation with respect to the payment of taxes,
insurance, the cost of maintenance; utilities and repairs or other costs or obligations associated with the Leased Premises,
except as expressly stated herein.
(b) Rent
Lessee agrees to pay Lessor rent as stated in this Lease, in annual installments, for the use and occupancy of the Lease Premises.
The first installment shall be due on or before the beginning date of this Lease and all subsequent installments shall be due on or
before each anniversary of its beginning date during each year of the Lease term, or as otherwise provided in this Lease. Said sums
shall be paid in lawful money of the United States of America. Lessee shall send said rent to the mailing address of Lessor.
Timeliness of receipt of remittances sent by mail shall be governed by the postmark date as stated in Government Code Section
11002. Invoices for rent due may be provided by Lessor as a courtesy. Lessor's failure to, or delinquency in, providing invoices
shall neither excuse Lessee from paying rent, nor extend the time for paying rent.
(c) Modification
Lessor may modify the method, amount, or rate of consideration effective on each fifth anniversary of the beginning date of this
Lease. Should Lessor fail to exercise such right effective on any fifth anniversary it may do so effective on any one (1) of the next four
(4) anniversaries following such fifth anniversary, without prejudice to its right to effect such modification on the next or any
succeeding fifth anniversary of the beginning date. No such modification shall become effective unless Lessee is given at least thirty
(30) days' notice prior to the date of the Commission meeting wherein the rent modification is considered, or thirty (30) days' notice
prior to the effective date of the increase, whichever provides a greater notice period.
If the consideration for this Lease is based on a percentage of income, royalties, profits, or any similar business performance
indicators, Lessee shall provide Lessor with financial statements and all other documents necessary to determine the relevant basis for
income.
(d) Penalty and Interest
Any installments of rent accruing under this Lease not paid when due shall be subject to a delinquency charge equal to five
percent (5 %) of the principal sum due.- Annual payments shall bear interest as specified in Public Resources Code Section 6224 and
the Lessor's then existing administrative regulations governing penalty and interest.
(e) Non - Monetary Consideration
If the consideration to Lessor for this Lease is the public use, benefit, health, or safety, Lessor shall have the right to review such
consideration at any time and set a monetary rental if the Lessor, at its sole discretion, determines that such action is in the best
interest of the State. Lessee's assignment or transfer of this Lease pursuant to Section 3 Paragraph I I below to any third party which
Form51.16 (Rev. 10/14)
Page 8 of 18 Pages
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results in royalties, profits, or any form of compensation, whether monetary or otherwise, shall give Lessor the right to reevaluate the
requirements of this Lease as stated in Section 3 Paragraph 11. Lessee shall be given at least thirty (30) days' notice prior to the date
of the Commission meeting wherein the rent modification is considered, or thirty (30) days' notice prior to the effective date that this
Lease is converted to a monetary rental, whichever provides more notice.
(f) Place for Payment of Rent
All rent that becomes due and payable under this Lease shall be paid to Lessor in person or by United States mail at the Sacramento
Offices of the California State Lands Commission, currently at 100 Howe Avenue, Suite 100 - South, Sacramento, CA 95825 -8202, or
at any other place or places that Lessor may designate by written notice to Lessee. Alternately, Lessee may contact Lessor's accounting
department for Lessor's current practices for payment by credit card or electronic fund transfer.
4. BOUNDARIES
This Lease is not intended to establish the State's boundaries and is made without prejudice to either party regarding any boundary
or title claims which may be asserted presently or in the future.
5. LAND USE
(a) General
(I) Lessee shall use the Lease Premises only for the purpose or purposes stated in this Lease and only for the operation and
maintenance of the Improvements expressly authorized in this Lease. Lessee shall commence use of the Lease Premises within
ninety (90) days of the beginning date of this Lease or within ninety (90) days of the date set for construction to commence as set
forth in this Lease, whichever is later.
(2) All demolition, construction, remodeling, reconstruction, maintenance, repairs, removal, or remediation performed on the
Lease Premises at any time by Lessee shall first be authorized by all appropriate Regulatory Agencies. Lessee is solely
responsible for determining what approvals, authorizations, or certifications are required, and shall be solely responsible for all
costs incurred thereby. In addition, Lessee shall obtain and comply with preventative or remedial measures required by any
environmental reports, assessments, or inspections, including, but not limited to those required by the California Environmental
Quality Act and /or the National Environmental Policy Act, or as otherwise required by law or reasonably requested by Lessor.
Nothing in this Lease shall be interpreted as a pre - approval of any permit, certification, or any other precondition required for
the use of the Lease Premises.
(b) Continuous Use
Lessee's use of the Lease Premises shall be continuous from commencement of the Lease until its expiration. Lessee's
discontinuance of such use for a period of ninety (90) days shall be presumed to be an abandonment unless Lessee demonstrates to
Lessor's satisfaction that Lessee's use of the Lease Premises is consistent with similarly situated properties. In the event of an
abandonment, Lessor may elect to terminate the Lease as provided in Paragraph 12(a)(3). Abandonment of the Lease Premises shall
not relieve Lessee of any obligations under this Lease.
(c) Repairs and Maintenance
(1) Lessor shall not be required to make any Repairs in, on, or about all or part of the Lease Premises. Lessee shall, at all times
during the term of this Lease and without any cost or expense to Lessor, keep and maintain the Lease Premises, including all
Improvements, in good order and repair and in a clean, safe, sanitary, and orderly condition.
(2) Lessee shall make, or cause to be made, any Repairs which may be required by any Regulatory Agency. Lessee shall observe
and comply with, any law, statute, ordinance, plan, regulation, resolution, or policy applicable to the Lease Premises in making
such Repairs. All work shall be performed with reasonable diligence, completed within a reasonable time, and performed at the
sole cost and expense of Lessee.
(3) Lessee expressly accepts the Lease Premises "as is" and expressly acknowledges that:
(i) Lessor has made no representations or warranties as to the suitability of the Lease Premises for any Improvements.
Lessee shall conduct all tests necessary to determine the suitability of the Lease Premises for any proposed use or
Improvements authorized; and
(ii) Lessor has made no representations or warranties as to the quality or value of any Improvements found on the Lease
Premises, or of their conformity to any applicable building codes, zoning ordinances, or other regulations. Lessee agrees to
inspect any preexisting Improvements at its own cost to determine whether such Improvements are safe and suitable for the
Form51.16 (Rev. 10/14)
Page 9 of 18 Pages
Lessee's intended use; and
(iii) Lessee shall neither be entitled to any reduction in rent, nor any extension of the terms of this Lease because of damage
to or destruction of any Improvements on the Lease Premises.
(iv) Lessee and Lessor agree that any Improvements on the Lease Premises constitute the personal property of Lessee and
that fixture law does not apply.
(4) In the event that the Lease Premises is partly, or in whole, comprised of tidal, submerged, or waterfront property, Lessee
expressly accepts the hazards involved in using or improving such lands. Lessor is not responsible for, and Lessee shall not be
reimbursed for nor receive any offset of rent for, any damages or reduced use of the Lease Premises caused by: local or invasive
flora or fauna, flooding, erosion, sea level rise, storms, freezing, inclement weather of any kind, acts of god, maintenance or
failure of protective structures, and any other such hazards.
(d) Additions, Alterations, and Removal
No Improvements other than those expressly authorized in this Lease shall be constructed by the Lessee on the Lease Premises
without the prior written consent of Lessor. Any Additions or Alterations are expressly prohibited. Lessee is also prohibited from
any Additions or Alterations which cause a material change to the environmental impact on or around the Lease Premises.
(e) Enjoyment
This Lease is non - exclusive, and is subject to the provisions of Section 3, Paragraph 6 below. Lessee shall have the right to
exclude persons from the Lease Premises only when their presence or activity constitutes a material interference with Lessee's use
and enjoyment of the Lease Premises.
(f) Discrimination
Lessee, in its use of the Lease Premises, shall not discriminate against any person or class of persons on any basis protected by
federal, state, or local law, including: race, color, creed, religion, national origin, sex, sexual orientation, gender identity, age,
marital /parental status, veteran status, or disability. -
(g) Residential Use
Unless otherwise provided for in this Lease, no portion of the Lease Premises shall be used as a location for a Residence, for
the purpose of mooring or maintaining a structure which is used as a Residence, or for Residential Uses.
(h) Commercial Use
Unless otherwise provided for in this Lease, the Lease Premises is to be used by Lessee and Lessee's invitees or guests only.
Use of the Lease Premises for commercial purposes: conducting a business, whether for profit or otherwise; and any subleasing,
rental, or'any transaction whereby Lessee directly or indirectly receives compensation from a third party in exchange for use of
the Lease Premises shall constitute an immediate Default of this lease with no cure period.
6. RESERVATIONS, ENCUMBRANCES, AND RIGHTS- OF-WAY
(a) Reservations
(1) Lessor expressly reserves all natural resources in or on the Lease Premises, including but not limited to timber, minerals,
and geothermal resources as defined under Public Resources Code sections 6401, 6407, and 6903, respectively; the right to
grant and transfer the same; as well as the right to grant leases in and over the Lease Premises which may be necessary or
convenient for the extraction of such natural resources. Such leasing shall be neither inconsistent nor incompatible with the
rights or privileges of Lessee under this Lease.
(2) Lessor expressly reserves a right to go on the Lease Premises and all Improvements for any purposes associated with this
Lease or for carrying out any function required by law, or the rules, regulations, or management policies of the State Lands
Commission. Lessor shall have a right of reasonable access to the Lease Premises across Lessee owned or occupied lands
adjacent to the Lease Premises for any purpose associated with this Lease.
(3) Lessor expressly reserves to the public an easement for convenient access across the Lease Premises to other State -owned
lands located near or adjacent to the Lease Premises and a right of reasonable passage across and along any right -of -way granted
by this Lease; however, such easement or right -of -way shall be neither inconsistent nor incompatible with the rights or privileges
of Lessee under this Lease.
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Page 10 of 18 Pages
(4) Lessor expressly reserves the right to lease, convey, or encumber the Lease Premises, in whole or in part, during the Lease
term for any purpose not inconsistent or incompatible with the rights or privileges of Lessee under this Lease.
(b) Encumbrances
The Lease Premises may be subject to pre - existing contracts, leases, licenses, easements, encumbrances, and claims and is
made without warranty by Lessor of title, condition, or fitness of the land for the stated or intended purpose.
7. RULES, REGULATIONS, AND TAXES
(a) Lessee shall comply with and be bound by all presently existing or subsequently enacted rules, regulations, statutes or ordinances
of the State Lands Commission or any Regulatory Agency. Occupancy or use of the Lease Premises provides no exemption from
applicable regulations including, but not limited to, federal, state, county and local regulations, regulations promoting public health,
safety, or welfare, building codes, zoning ordinances, and sanitation regulations. Lessee expressly acknowledges that Regulatory
Agencies have jurisdiction over the Lease Premises unless such laws are in direct conflict with state law or public trust principles.
(b) Lessee understands and agrees that a necessary condition for the granting and continued existence of this Lease is that Lessee
obtains and maintains all permits or other entitlements. Lessee expressly acknowledges that issuance of this Lease does not
substitute for, or provide preference in obtaining authorizations from other Regulatory Agencies.
(c) Taxes
(1) In addition to the rent due under this Lease, Lessee accepts responsibility for and shall pay any and all real and personal
property taxes, including possessory interest taxes, assessments, special assessments, user fees, service charges, and other
charges of any description levied, imposed on, assessed, or associated with the leasehold interest, Improvements on the Lease
Premises, any business or activity occurring on the Lease Premises, the Lease Premises itself, or any portion thereof, levied by
any governmental agency or entity. Such payment shall not reduce rent due Lessor under this Lease and Lessor shall have no
liability for such payment.
(2) In the event that this Lease commences, terminates or expires during a tax year, Lessee shall pay the taxes for the period of
such year during which this Lease was in effect.
(3) Any and all taxes and assessments and installments of taxes and assessments required to be paid by Lessee under this Lease
shall be paid when due and the official and original receipt for the payment of such tax, assessment, or installment shall be
delivered to Lessor upon request.
(4) Lessee shall indemnify, and hold Lessor, the Lease Premises, and any Improvements now or hereafter located thereon, free
and harmless from any liability, loss, or Damages resulting from any taxes, assessments, or other charges required by this Lease
to be paid by Lessee and from all interest, penalties, and other sums imposed thereon and from any sales or other proceedings to
enforce collection of any such taxes, assessments, or other charges.
8. INDEMNITY
,(a) Lessee's use of the Lease Premises and any Improvements thereon is at Lessee's sole and exclusive risk.
(b) In addition to any other obligation to indemnify Lessor as otherwise provided in this Lease, except to the extent caused by the
sole negligence and /or willful misconduct of the Lessor, Lessee shall indemnify, hold harmless, and, at the option of Lessor, defend
Lessor, its officers, agents, and employees from any and all Damages resulting from Lessee's occupation and use of the Lease
Premises. Lessee shall reimburse Lessor in full for all reasonable costs and attorneys' fees, specifically including, without limitation,
any Damages arising by reason of (1) The issuance, enjoyment, interpretation, Breach, or Default of this Lease; (2) The challenge
to or defense of any environmental review upon which the issuance of this Lease is based; (3) The death or injury of any person, or
damage to or destruction of any property from any cause whatever in any way connected with the Lease Premises, or with any of the
Improvements or personal property, on the Lease Premises; (4) The condition of the Lease Premises, or Improvements on the Lease
Premises; (5) An act or omission on the Lease Premises by Lessee or any person in, on, or about the Lease Premises; (6) Any work
performed on the Lease Premises or material furnished to the Lease Premises; (7) Lessee's failure to comply with any material legal
or other requirement validly imposed on Lessee or the Lease Premises by a Regulatory Agency.
(c) The reimbursement provisions of this Paragraph 8 shall not apply to any claims, litigation, or other actions which maybe brought
by either Lessee or Lessor against each other.
(d) Nothing in this paragraph shall be construed as requiring that Lessor defend itself against all or any aspect of any challenge to
this Lease or any associated environmental review. However, Lessee may take whatever legal action is available to it to defend this
Form51.16 (Rev. 10/14)
Page I 1 of 18 Pages
Lease or any associated environmental review against any challenge by a third party, whether or not Lessor chooses to raise a defense
against such a challenge.
(e) Lessee shall notify Lessor immediately in case of any accident, injury, or casualty on the Lease Premises.
9. INSURANCE
(a) Lessee shall obtain and maintain in full force and effect during the term of this Lease comprehensive general liability insurance
and property damage insurance, with such coverage and limits as may be reasonably requested by Lessor from time to time, but in
no event for less than the sum(s) specified against any and all claims or liability arising out of the ownership, use, occupancy,
condition, or maintenance of the Lease Premises and all Improvements.
(b) The insurance policy shall identify the Lease by its assigned number. The specific Improvements shall also be generally
identified, as well as their location on state owned property. The coverage provided shall be primary and non - contributing. Lessee
shall keep such policy current. Lessor shall be named as a "certificate holder" and /or an "additional interest" on the policy. Lessee
shall provide Lessor with a current certificate of insurance at all times. At Lessor's request, Lessee shall provide a full copy of the
current insurance policy, along with any and all endorsements or other such documents affecting the coverage. Lessor will not be
responsible for any premiums or other assessments on the policy.
(c) The insurance coverage specified in this Lease shall be in effect at all times during the Lease term and subsequently until Lessor
has either accepted all of the Lease Premises as improved or restored by Lessee as provided elsewhere in this Lease. Lessee shall
notify Lessor within five (5) business days if the insurance is canceled for any reason.
10. SURETY BOND
(a) When required by Section 1 of this Lease, Lessee shall provide a surety bond or other security device acceptable to Lessor, for the
specified amount, and naming the State of California, California State Lands Commission as the assured, to guarantee to Lessor the
faithful observance and performance by Lessee of all of the terms, covenants, and conditions of this Lease.
(b) Lessor may require an increase in the amount of the surety bond or other security device to cover any additionally authorized
Improvements, any modification of consideration, or to provide for inflation or other increased need for security. The surety bond or
other security device maybe increased on each fifth anniversary of the beginning date of this Lease. Should Lessor fail to exercise such
right effective on any fifth anniversary, it may do so effective on any one (1) of the next four (4) anniversaries following such fifth
anniversary without prejudice to its right to effect such modification on the next or any succeeding fifth anniversary. No such
modification shall become effective unless Lessee is given at least thirty (30) days' notice prior to the date of the Commission meeting
wherein the modification of the bond or security is considered, or thirty (30) days' notice prior to the effective date of the increase,
whichever provides more notice.
(c) The surety bond or other security device shall be maintained in full force and effect at all times during the Lease term and
subsequently until Lessor has either accepted all of the Lease Premises as improved or restored by Lessee as provided elsewhere in
this Lease. Lessee must first seek approval of Lessor before changing the type of security device used, or the bond holder.
11. ASSIGNMENT, ENCUMBRANCING OR SUBLETTING
(a) Lessee shall not either voluntarily or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease
and shall not sublet the Lease Premises, in whole or in part, or allow any person other than the Lessee's employees, agents, servants
and invitees to occupy or use all or any portion of the Lease Premises without the prior written consent of Lessor, which consent shall
not be unreasonably withheld:
(1) Notwithstanding the foregoing prohibition against transfer and assignment, the Lease may be transferred by Lessee if the
transfer is caused by the death of a spouse and the full interest of the deceased spouse is transferred to a surviving spouse; or the
transfer is caused by the dissolution of the marriage of Lessee and the full interest of one of the spouses is transferred to the other
spouse. In the event of such a transfer, Lessor shall be notified in writing within 30 days of the transfer.
(2) Notice to Lessor of Successor Trustee(s): In the event this Lease is held in trust, and the Lessee is a trustee thereof, the
substitution or succession of a new trustee shall not be an assignment or transfer for the purposes of this Paragraph. Lessee (and
by operation of law, any successor trustee) agrees to provide prompt notice to Lessor of any succession or substitution of trustee
in accordance with Paragraph 16(c) of General Provisions, no later than sixty (60) days after the named trustee as appears on the
face of this Lease becomes unable or ceases to serve as trustee for any reason.
(b) The following shall be deemed to be an assignment or transfer within the meaning of this Lease:
(1) If Lessee is a business entity, any dissolution, merger, consolidation or other reorganization of Lessee, or the sale or other
Form51.16 (Rev. 10/14)
Page 12 of 18 Pages
transfer of substantially all the assets of Lessee. If Lessee is a publicly traded entity, transfers of interests in Lessee shall not
constitute an assignment requiring the consent of Lessor.
(2) If Lessee is a partnership, a transfer of any interest of a general partner, a withdrawal of any general partner from the
partnership, or the dissolution of the partnership.
(c) If this Lease is for sovereign lands appurtenant to adjoining littoral or riparian land, Lessee shall not transfer or assign its ownership
interest, or use rights in such adjoining lands separately from the leasehold rights granted herein without the prior written consent of
Lessor.
(d) If Lessee desires to assign, sublet, encumber or otherwise transfer all or any portion of the Lease Premises, Lessee shall do all of
the following:
(1) Give not less than 90 days' prior written notice to Lessor;
(2) Provide the name, complete business organization, operational structure, and formation documents of the proposed
assignee, sublessee, secured third party, or other transferee; and the nature of the use of and interest in the Lease Premises
proposed by the assignee, sublessee, secured third party or other transferee.
(3) Provide the terms and conditions of the proposed assignment, sublease, or encumbrance or other transfer;
(4) Provide audited financial statements for the two most recently completed fiscal years of the proposed assignee, sublessee,
secured party or other transferee; and provide pro forma financial statements showing the projected income, expense and
financial condition resulting from use of the Lease Premises; and
(5) Provide such additional or supplemental information as Lessor may reasonably request concerning the proposed assignee,
sublessee, secured party or other transferee.
(6) Lessor will evaluate proposed assignees, sublessees, secured third parties and other transferees and grant approval or
disapproval according to standards of commercial reasonableness considering the following factors within the context of the
proposed use: the proposed party's financial strength and reliability, their business experience and expertise, their personal and
business reputation, their managerial and operational skills, their proposed use and projected rental, as well as other relevant
factors.
(e) Lessor shall have a reasonable period of time from the receipt of all documents and other information required under this provision
to grant or deny its approval of the proposed party. Lessor may reevaluate the rent, insurance and /or bond provisions of this Lease,
and may condition its approval of the proposed assignment, sublease; hypothecation, mortgage, or other transfer on the party's
acceptance of the new terms. Lessee's rights stated in this paragraph shall apply regardless of whether the proposed transfer coincides
with a regular rent review period as stated in Section 3 Paragraph 3(c) above.
(f) Lessee's mortgage or hypothecation of this Lease, if approved by Lessor, shall be subject to terms and conditions imposed by a
separately negotiated encumbrancing agreement.
(g) Upon the express written assumption of all obligations and duties under this Lease by an assignee approved by Lessor, the Lessee
may be released from all liability under this Lease arising after the effective date of assignment and not associated with Lessee's use,
possession or occupation of or activities on the Lease Premises; except as to any hazardous wastes, substances or materials as defined
under federal, state or local law, regulation, or ordinance manufactured, generated, used, placed, disposed, stored or transported on
the Lease Premises during Lessee's tenancy.
(h) If the Lessee files a petition or an order for relief is entered against Lessee, under Chapters 7, 9, 11 or 13 of the Bankruptcy Code
(l I USC Sect. 101, et seq.) then the trustee or debtor -in- possession must elect to assume or reject this Lease within sixty (60) days
after filing of the petition or appointment of the trustee, or the Lease shall be deemed to have been rejected, and Lessor shall be entitled
to immediate possession of the Lease Premises. No assumption or assignment of this Lease shall be effective unless it is in writing
and unless the trustee or debtor -in- possession has cured all Defaults under this Lease (monetary and non - monetary) or has provided
Lessor with adequate assurances (1) that within ten (10) days from the date of such assumption or assignment, all monetary Defaults
under this Lease will be cured; and (2) that within thirty (30) days from the date of such assumption, all non- monetary Defaults
under this Lease will be cured; and (3) that all provisions of this Lease will be satisfactorily performed in the future.
Form51.16 (Rev. 10/14)
Page 13 of 18 Pages
(i) In the event of any transfer or assignment, under this Paragraph 11 or by any other means authorized by this Lease, the Lease
terms shall be for the remaining years existing on the Lease prior to the transfer or assignment. A transfer or assignment shall not
extend the term of this Lease.
12. DEFAULT AND REMEDIES
(a) Default
The occurrence of any one or more of the following events shall immediately and without further notice constitute a Default
of this Lease:
(1) Lessee's failure to make any payment of rent, royalty, or other consideration as required under this Lease; or
(2) Lessee's failure to obtain or maintain liability insurance or a surety bond or other security device as required under this
Lease; or
(3) Lessee's abandonment of the Lease Premises (including the covenant for continuous use as provided for in Paragraph 5(b))
during the Lease term; or
(4) Lessee's failure to obtain and maintain all necessary governmental permits or other entitlements; or
(5) The maintenance of the Lease Premises in violation" of, or failure to comply with, any applicable provisions of any
Regulatory Agency, Environmental Law, or maintenance of the Lease Premises in a condition constituting nuisance; or
(6) Lessee's Failure to commence to construct and to complete construction of the Improvements authorized by this Lease
within the time limits specified in this Lease.
(7) Lessee is found to sublet or otherwise surrender daily management and control of the Lease Premises to a third party
without the knowledge, expressed written consent or authorization of the Lessor.
(b) Lessee's failure to observe or perform any other term, covenant, or condition of this Lease when such failure shall continue for
a period of thirty (30) days after Lessor's giving written notice shall constitute a Default of this lease. However, if the nature of
Lessee's Default under this paragraph is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall
not be deemed to be in Default if Lessee commences such cure within such thirty (30) day period and diligently proceeds with such
cure to completion.
(c) Should Lessee Breach any term, covenant, or condition of this Lease under Paragraph 12(b) above three (3) times in any three
hundred and sixty -five (365) day period, the third Breach will be a Default under this Lease and Lessor will be entitled to immediately
terminate this Lease, and take other appropriate action. Lessor will provide written notice of each Breach as provided above, and
provide written notice that future Breaches will constitute immediate Default with no cure period.
(d) Remedies
In the event of a Default by Lessee and Lessee's failure to cure such Default if such a cure period is applicable, Lessor may
at any time and with or without notice do any one or more of the following in addition to any rights or remedies permitted by law:
(1) Re -enter the Lease Premises, remove all persons and property, and repossess and enjoy such premises; or
(2) Terminate this Lease and Lessee's right of possession of the Lease Premises by any lawful means. The termination shall _
not relieve Lessee of any obligation, monetary or otherwise, which has accrued prior to the date of termination. Such
termination shall be effective upon Lessor's giving written notice and upon Lessee's receipt of such notice. Lessee shall
immediately surrender possession of the Lease Premises to Lessor. Lessor shall be entitled to recover from Lessee all amounts
to which Lessor is entitled pursuant to Section 1951.2 of the California Civil Code, or any other provision of law, including
any necessary Repair, renovation, alteration, remediation, or removal of Improvements; or
(3) Maintain this Lease in full force and effect and recover any rent, royalty, or other consideration as it becomes due without
terminating Lessee's right of possession regardless of whether Lessee shall have abandoned the Lease Premises, subject to the
conditions imposed by Cal. Civil Code § 1951.2; or
(4) Exercise any other right or remedy which Lessor may have at law or equity.
Form51.16 (Rev. 10/14)
Page 14 of 18 Pages
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(e) Determination of Rental Value
If rent under this Lease is calculated as a percentage of Lessee's income attributable to the Lease Premises and Lessee
abandons the Lease Premises during some or all of the applicable period, then the reasonable rental value shall be the percentage
of proceeds Lessor would have received had Lessee operated the Lease Premises in the usual and customary manner.
(f) Waiver of Rights
The failure or delay of either party to exercise any right or remedy shall not be construed as a waiver of such right or remedy
or any Breach by the other party. Lessor's acceptance of any rent shall not be considered a waiver of any preexisting Breach by
Lessee other than the failure to pay the particular rent accepted regardless of Lessor's knowledge of the preexisting Breach at
the time rent is accepted.
13. RESTORATION OF LEASE PREMISES AND ENVIRONMENTAL MATTERS
(a) Restoration of Lease Premises
(1) Upon expiration or sooner termination of this Lease, Lessee must immediately surrender possession of the Lease Premises
to Lessor. Prior to the time of surrender, Lessee must remove all or any Improvements together with the debris and all parts
of any such Improvements at its sole expense and risk, regardless of whether Lessee actually constructed or placed the
Improvements on the Lease Premises; or Lessor, at its sole and absolute discretion, may itself remove or have removed all or
any portion of such Improvements at Lessee's sole expense. Lessor may waive all or any part of this obligation in its sole
discretion if doing so is in the best interests of the State.
(2) As a separate and related obligation, Lessee shall restore the Lease Premises as nearly as possible to the conditions existing
prior to the installation or construction of any Improvements. For purposes of this Lease, restoration includes removal of any
landscaping; removal of any Hazardous Materials; and to the extent possible, undoing any grading, fill, excavation, or similar
alterations of the natural features of the Lease Premises. Lessor may waive all or any part of this obligation in its sole and
absolute discretion.
(3) Unless otherwise provided for in this Lease, Lessee shall submit to Lessor no later than one (1) year prior to the expiration
of this Lease either: (a) an application and minimum expense deposit for anew lease for the continued use of the Lease Premises,
or (b) a plan for the restoration of the Lease Premises to be completed prior to the expiration of the lease term together with a
timeline for obtaining all necessary permits and conducting the work prior to the expiration of this Lease.
(4) In removing any or all Improvements, or conducting any restoration work, Lessee shall be required to obtain any permits or
other governmental approvals as may then be required by any Regulatory Agency, including, without limitation, any
Environmental Law.
(5) Lessor may, upon written notice, in its sole and absolute discretion, accept title to any or all Improvements at the termination
of this Lease. Lessor shall notify Lessee that Lessor intends to take title to any or all Improvements within six (6) months of
Lessee submitting a plan for restoration under Paragraph 13(a)(3)(b) above. If Lessor elects to take title to any such
Improvements, Lessee shall deliver to Lessor such documentation as may be necessary to convey title to such Improvements
to Lessor free and clear of any liens, mortgages, loans, or any other encumbrances. Lessor shall not pay, and Lessee shall not
be entitled to compensation for Lessor's taking title to such property.
(b) Environmental Matters
(1) Lessee's Obligations:
(i) Lessee will not use, occupy, or permit any portion of the Lease Premises to be used or occupied in violation of any
Environmental Law. Lessee shall not manufacture or generate or store Hazardous Material on the Lease Premises unless
specifically authorized under other terms of this Lease.
(ii) Lessee shall practice conservation of water, energy, and other natural resources.
(iii) Lessee shall notify Lessor and the appropriate governmental emergency response agency, or agencies immediately in
the event of any release or threatened release of any Hazardous Material.
(2) Lessor may at any time during the Lease term require Lessee to conduct at its own expense and by a contractor approved by
Lessor an independent environmental site assessment or inspection for the presence or suspected presence of Hazardous
Material generated, used, placed, disposed, stored, or transported on the Lease Premises during the term of the Lease. Lessee
Form51.16 (Rev. 10/14)
Page 15 of 18 Pages
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shall provide the results of the assessment or inspection to Lessor and the appropriate governmental response agency or agencies
and shall further be responsible for removing or taking other appropriate remedial action regarding such Hazardous Material in
accordance with applicable Environmental Law.
(3) Environmental Indemnity. -
Lessee shall indemnify, defend, and hold Lessor and Lessor's, officer, appointees, volunteers, employees, agents,
successors and assigns free and harmless from and against all Damages that may at any time be imposed upon, incurred by, or
asserted or awarded against Lessor in connection with or arising from any Breach of Lessee's obligations hereunder; or out of
any violation by Lessee of any Environmental Law; or resulting in the imposition of any lien or claim for the recovery of any
costs for environmental cleanup or other response costs relating to the release or threatened release of Hazardous Materials on
the Lease Premises during the Lessee's tenancy. This obligation shall include any prior leases between Lessor and Lessee and
will continue through any periods Lessee is in holdover, unlawful detainer, or any subsequent month -to -month tenancies created
by operation of law. Lessee's obligations hereunder will survive the expiration or sooner termination of this Lease.
(4) Violation of this section shall constitute grounds for termination of the Lease. Lessor, shall notify Lessee when, in Lessor's
opinion, Lessee has violated the provisions of this section. Lessee shall immediately discontinue the conduct and respond within
five (5) business days. Lessee shall take all measures necessary to remedy the condition.
14. QUITCLAIM
Lessee shall, upon the early termination of this Lease and at Lessor's request, execute and deliver to Lessor in a form provided by
Lessor a good and sufficient release of all rights under this Lease. Should Lessee fail or refuse to deliver such a release, Lessor may
record a written notice reciting such failure or refusal. This written notice shall, from the date of its recordation, be conclusive
evidence against Lessee of the termination of this Lease and all other claimants.
15. HOLDING -OVER
(a) This Lease shall terminate without further notice upon the expiration of the term of this Lease. Lessee shall have removed any
Improvements and completed any restoration as required by Lessor prior to the expiration of this Lease, and shall surrender
possession of the Lease Premises. Any fail ore by the Lessee to remove Improvements, restore the Lease Premises, and /or surrender
possession of the Lease Premises at the expiration or sooner termination of this Lease shall not constitute a renewal or extension
and shall not give Lessee any rights in or to the Lease Premises or any part thereof except as expressly provided in this Lease. Lessee
shall be deemed in unlawful detainer of the Lease Premises and Lessor shall be entitled to all resulting legal remedies.
(b) Lessor may, in its sole discretion, choose to accept Rent for the Lease Premises instead of immediately taking legal action to
recover possession of the Lease Premises. Any tenancy created by operation of law on Lessor's acceptance of rent shall be deemed
a month -to -month tenancy regardless of what sum or sums Lessee delivers to Lessor. Except, as set forth below, any subsequent
tenancy created in this manner shall be on the same terms, covenants, and conditions set forth in this Lease insofar as such terms,
covenants, and conditions can be applicable to a month -to -month tenancy
(c) In recognition of the increased accounting, land management, and supervisory staff time required for month -to -month tenancies,
the rent for each month or any portion thereof during such holdover period may be an amount equal to one hundred fifty percent
(150%) of one - twelfth (1/12) of the total compensation for the most recent year paid. In the event this Lease does not require
monetary compensation, Lessor shall have the right to establish rent based on the fair market value of the Lease Premises. The
month -to -month tenancy may be terminated by Lessee or Lessor upon thirty (30) calendar days' prior written notice to the other.
16. ADDITIONAL PROVISIONS
(a) Waiver
(1) No term, covenant, or condition of this Lease and no omission, neglect, Default or Breach of any such term, covenant or
condition shall be deemed to have been waived by Lessor's acceptance of a late or nonconforming performance or otherwise,
unless such a waiver is expressly acknowledged by Lessor in writing. No delay or omission of Lessor to exercise any right or
power arising from any omission, neglect, Default or Breach of term, covenant, or condition of this Lease shall be construed as
a waiver or any acquiescence therein.
(2) Any such waiver shall not be deemed to be a waiver of any other term, covenant or condition; of any successive Breaches
of the same term, covenant, or condition; or of any other Default or Breach of any term, covenant or condition of this Lease.
(b) Time
Time is of the essence for this Lease and each and all of its terms, covenants or conditions in which performance is a factor.
Form5l.16 (Rev. 10/14)
Page 16 of 18 Pages
(c) Notice
All notices required to be given under this Lease shall be given in writing, sent by U.S. Mail with postage prepaid, to Lessor at
the offices of the State Lands Commission and the Lessee at the address specified in this Lease. Lessee shall give Lessor notice of
any change in its name or address.
(d) Consent
Where Lessor's consent is required under this Lease its consent for one transaction or event shall not be deemed to be a consent
to any subsequent occurrence of the same or any other transaction or event.
(e) Changes
This Lease may be terminated and its term, covenants, and conditions amended, revised, or supplemented only by mutual written
agreement of the parties.
(f) Successors -
The terns, covenants, and conditions of this Lease shall extend to and be binding upon and inure to the benefit of the heirs,
successors, and assigns of the respective parties.
(g) Joint and Several Obligation
If more than one Lessee is a party to this Lease, the obligations of the Lessees shall be joint and several.
(h) Captions
The section and paragraph captions used in this Lease are for the convenience of the parties. The captions are not controlling
and shall have no effect upon the construction or interpretation of this Lease.
(i) Severability
If any term, covenant or condition of this Lease is determined by a court of competent jurisdiction to be invalid or unenforceable,
the remainder of this Lease shall not be affected thereby, and each term and provision of this Lease shall remain valid and enforceable
to the fullest extent permitted by law.
(j) Representations -
Lessee agrees that no representations have been made by Lessor or by any person or agent acting for Lessor. Lessor and Lessee
agree and acknowledge that this document contains the entire agreement of the parties, that there are no verbal agreements,
representations, warranties or other understandings affecting this Lease, and Lessor and Lessee, as a material part of the consideration
of this Lease, waive all claims against the other for rescission, damages, or otherwise by reason of any alleged covenant, agreement or
understanding not contained in this Lease.
(k) Gender and Plurality
In this Lease, the masculine gender includes both the feminine and neuter, and the singular number includes the plural whenever
the context so requires. - -
(1) Survival of Certain Covenants
All covenants pertaining to bond, insurance, indemnification, restoration obligations, Breach, Default, and remedies shall
survive the expiration or earlier termination of this Lease until Lessee has fulfilled all obligations to restore the Lease Premises as
required by this Lease.
(m) Counterparts
This agreement may be executed in any number of counterparts and by different parties in separate counterparts. Each
counterpart when so executed shall be deemed to be an original and all of which together shall constitute one and the same
agreement.
(n) Delegation of Authority
Lessor and Lessee acknowledge Lessor as defined herein includes the Commission Members, their alternates or designees, and
the staff of the Commission. The ability of staff of the Commission to give consent, or take other discretionary actions described
herein will be as described in the then - current delegation of authority to Commission staff. All other powers are reserved to the
Commission.
Form51.16 (Rev. 10/14)
Page 17 of 18 Pages
STATE OF CALIFORNIA -STATE LANDS COMMISSION
LEASE NO. PRC 3792.1
This Lease shall become effective only when approved by and executed on behalf of the State Lands
Commission of the State of California and a duly executed copy has been delivered to Lessee. The submission of
this Lease by Lessor, its agent, or representative for examination by Lessee does not constitute an option or offer
to lease the Lease Premises upon the terms and conditions contained herein, or a reservation of the Lease Premises
in favor of Lessee. Lessee's submission of an executed copy of this Lease to Lessor shall constitute an offer to
Lessor to lease the Lease Premises on the terms and conditions set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date hereafter affixed.
LESSEE:
CITY OF SEAL BEACH
Approved as toyb�rw : (-),
Craig A. Ste`sle, City Attorney
ATTACH NOTARY ACKNOWLEDGMENT
LESSOR:
STATE OF CALIFORNIA
STATE LANDS COMMISSION
By:
Robert Brian Bugsch
Chief, Land Management Division
JUN 2 2 2018
Date:
Execution of this document was authorized by
the California State Lands Commission on
Page 18 of 18 Pages
rE6. 2 7, 2-01 S
(Month Day Year)
Form51.16 (Rev. 10/14)
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of Sacramento
On June 22, 2018
before me, Cindy A. Cano, Notary Public
(insert name and title of the officer)
personally appeared Robert Brian Bugsch
who proved to me on the basis of satisfactory evidence to be the person X) whose name(o Is /are
subscribed to the within instrument and acknowledged to me that he /sb executed the same in
his /herftli& authorized capacity(ies), and that by his /ber/tfa®ir- signature() on the instrument the
person'd), or the entity upon behalf of which the person�) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal. u., . CINDYA. CANO ;
Q �+ NOTARYPUBLIC �CALIFORNIAn
SACRAMENTO COUNTY n
COMM. EXPIRES DEC. 17,2019;4
Signature (Seal)
- - ...rhl,I 4':. ._ "._ ha. ..1.a e.',r„-. .� .,.arvv.'ryr1, � e 1 v 1, �«. -.�#W 'ww*o''pq'�4
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of
On I ��L(�1\ 01v 1n� before me bla I��iY1
T i(insert name nd title of the officer)
personally appeared IJ � � I�sLl'l C l n QJreA vn
who proved to me on the basis -of satisfactory evidence toqab the person(s) whose name(s) is /are
subscribed to the within instrument and acknowledged to me that he /she /they executed the same in
his /her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
ROBIN LYNN ROBEOS
WITNESS my hand and official seal. COMM. #2078186 z
0. ffi Notary Public • California o
z Orange County
lMX Comm, Expires !!R. 13, 2018
Signature (Seal)
EXHIBIT A
PRC 3792.1
LAND DESCRIPTION
A parcel of tide and submerged land, land situate in the bed of San Pedro Bay, lying adjacent
to protracted Section 14, T5S, R12W, SBM as shown on the Official Township Plat, approved
April 7, 1914, Orange County, State of California, and more particularly described as follows:
COMMENCING at the southeast corner of Tract No. 1 in the City of Seal Beach,
County of Orange, State of California, said corner being the intersection of the
northeast line of Electric Avenue with the southern line of Seal Way as shown
upon the map of said Tract No. 1, recorded in Book 9 of Miscellaneous Maps at
Page 1, Orange County Records; thence continuing southwesterly along the
southern line of Seal Way as shown on said map to a point which'bears easterly
along said line N 77 °28'25" E 210.68 feet from the intersection of the southerly
prolongation of the centerline of Neptune Avenue and the southern line of Seal
Way, said point being the POINT OF BEGINNING; thence continuing westerly
along the souther line of Seal Way as shown on said map to the westerly
boundary of Tract No. 1; thence northwesterly from said point in a direct line
3,584.36 feet more or less to an intersection with the southwesterly prolongation
of the centerline of Third Street in the City of Seal Beach as said street is shown
upon the map of Tract No. 2, recorded in Book 9 of Miscellaneous Maps at Page
3, records of said county, at a point located 255.5 feet southwesterly from the
southwest line of Ocean Blvd.; thence continuing northwesterly along the
prolongation of the foregoing course 590.18 feet more or less to the intersection
with the southwesterly prolongation of the southeasterly line of First Street (60
feet wide) as shown upon the map of Bay City, recorded in Book 3 of
Miscellaneous Maps at Page 19; thence northeasterly along said line of First
Street to a point distant 273.93 feet southwesterly from the southwest line of
Ocean Blvd.; thence N 58'54'W, 55.32 feet; thence N 22051'W, 366.64 feet;
thence S 18 023'53" W, 124.63 feet; thence S 28 °25'47" W, 409.83 feet; thence
S 31034'48" W, 209.45 feet; thence S 26 °05'00" W. 274.99 feet; thence
S 19 000'57" W, 195.60 feet; thence S 03 °07'08" W, 1177.32 feet; thence
S 58 043'00" E, 4428.06 feet more or less to an intersection with southwesterly
prolongation of the initial course in the description of Parcel 2, as described in
the Second Amended Complaint in Condemnation, No. 3436 -RJ Civil; United
State of America, Plaintiff, vs. 4,783 acres of land, more or less, in Orange
County, State of California, et al, filed in the District Court of the United States in
and for the Southern District of California, Central Division; thence
Page I 1 of 2
northeasterly along said southwesterly prolongation to the POINT OF
BEGINNING.
END OF DESCRIPTION
Revised M5116 by the California State Lands Commission Boundary Unit
Revised description based on the {Parcel 1} description found in lease file PRC 2777.1 (W.O.
6568) executed June 22, 1976.
Page 12 of 2
a�_i:: 4. `{N°ry!. r14� {.!�I Ni yl4u.e��1`n.��rv1�*T?. tS TS .✓.'i YF4Y. C?�^.'�''f� WFbn*�.Y.�i"y'1A§ ,64 :.�n:ij n t v� .ry lhi -. a(o Fi`y 4V }j�ije i §YH�%wi.�?N�'i .`F �: eSws^ \)�['.::"�`t
Rv .E ♦x, n. Y
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- s - MAINTEuNCE p '
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EE DEPAIL i 4
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IST ST.
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If
SEAL BEACH
NO SCALE LOCATION
Exhibit B
*3I'AE[ u,
PRC 3792.1
i� SEAL 5,Vg' i it i ? i
hl IIIUYI`il.yl�t°
CITY OF SEAL BEACH
x_ _..._.
y`f',
GENTERAL LEASE -
PUBLIC f1GEIVCI' USE
ORANGE COUNTY
i4 SY F iJ
7» "A,
GSM PEDRO
a
BAY
Y { A _ t
r�-
�+$ �tiF� e.� � Y' 'i, xy S4� � v�9f°' it 4A �A P U L
t _ •�`g 4
t3
+l t �
tSITE
N-TAP SOURCE. USGS QUAD
ibis rxhiblL i5 Solely' far purpo5C5 Of generally defining the lease promises. -is
based on unver fied information pro Vided by the L£tiS£C or Ul}L£I' tT uliC5 and tS
not intended to he, nor Shall it be constroed is. a waiver or IunnaLion Of any State
Interest in tb£'Subject or any othc prol1 ly.
StarTnifno
.sue,...... .... >t' >s�x-zkus .... -�� •�,T...irl �.: -�. . :,2..:.Qa.M`^l. t...�...+. -..:u �SS4rvfmw�a:',ka¢ .?.5+.;3z�.'ai�d+%. a..rrtt?i
EXHIBIT C -I
PRC 3792.1
SUBLEASE
ENDORSEMENT
STATE OF CALIFORNIA
STATE LANDS COMMISSION
Pursuant to Commission Minute Item No. � dated, February 27, 2018, the herein sublease
between, City of Seal Beach and DCOR, LLC, under a portion of State Lease PRC No. 3792.1, is
hereby approved. Such approval (1) does not bind the State Lands Commission to the terms and
conditions of the sublease in any way; (2) is conditional upon the parties of the sublease fully
complying with the terms and conditions of State Lease No. PRC 3792.1; and (3) unless
amended, this endorsement is only valid as long as there is a valid lease in place between the
State Lands Commission and the City of Seal Beach for the subject property.
BY:
BRIAN BUGSCH
Chief Land Management Division
IWA2611an]I �a►a
PRC 3792.1
SUBLEASE
STATE OF CALIFORNIA
STATE LANDS COMNVIISSION
Pursuant to Commission Minute Item No. dated, February 27, 2018, the herein sublease
between, City of Seal Beach and SoCal Holdings, LLC, under a portion of State Lease PRC No.
3792.1, is hereby approved. Such approval (1) does not bind the State Lands Commission to the
terms and conditions of the sublease in any way; (2) is conditional upon the parties of the
sublease fully complying with the terms and conditions of State Lease No. PRC 3792.1; and (3)
unless amended, this endorsement is only valid as long as there is a valid lease in place between
the State Lands Commission and the City of Seal Beach for the subject property.
BY:_ _
BRIAN BUGSCH
Chief Land Management Division
,wr•;!°)..�,:4�^5,K�l'x"( =�, a.;.,2'�85:E'�".',... 4,. e2.,.Xs`k..itawaGa�i�rp.;i. ..s ...m . ?:.�»V �nA xl�.<�v',"r.+. .m5y?w >'Ys�:rx7'+= 'S+[:' e..... ra:. S'.. is, 1. �'l �= vEL'. bk# i` u"ilXrri".A°,�= �?�r";Y�''?�'�m, %s�,'�.tfj.1
EXHIBIT C -3
PRC 3792.1
SUBLEASE
ENDORSEMENT
STATE OF,CALIFORNIA
STATE LANDS COMMISSION
Pursuant to Commission Minute Item No. 6�7, dated, February 27, 2018, the herein sublease
between, City of Seal Beach and Bay City LLC, under a portion of State Lease PRC No. 3792.1,
is hereby approved. Such approval (1) does not bind the State Lands Commission to the terms
and conditions of the sublease in any way; (2) is conditional upon the parties of the sublease fully
complying with the terms and conditions of State Lease No. PRC 3792.1; and (3) unless
amended, this endorsement is only valid as long as there is a valid lease in place between the
State Lands Commission and the City of Seal Beach for the subject property.
BY:
B N BUGSCH
Chief Land Management Division
uyJC...:♦c.,T °'s:..x(„, §t.?%+- .,.>m ....,why ,.n°rc.:iw_r, .n.:.:� ;.��:Y.,nFv #.P.. h4it` GA+.. it. u4.: rT{.. .."Y4.r%.2.c'{i•.i'��tgwA: "?:t;
EXHIBIT C -4.
PRC 3792.1
SUBLEASE
ENDORSEMENT
STATE OF CALIFORNIA
STATE LANDS COMMISSION
Pursuant to Commission Minute Item No. dated, February 27, 2018, the herein sublease
between, City of Seal Beach and ABM Parking Services, under a portion of State Lease PRC No.
3792. 1, is hereby approved. Such approval (1) does not bind the State Lands Commission to the
terms and conditions of the sublease in any way; (2) is conditional upon the parties of the
sublease fully complying with the terms and conditions of State Lease No. PRC 3792.1; and (3)
unless amended, this endorsement is only valid as long as there is a valid lease in place between
the State Lands Commission and the City of Seal Beach for the subject property.
BY:_
RIAN BUGSCH
Chief Land Management Division
,:t;+',. * -✓'„sx rd uw..y = +s.vi".tr -nuX krv:'= ti�„�e-+'4az.. -:�.tx v- ...�c: r.� w...,s.:.x ... v ,. ..'<M„ �a.'.: a.,iu nd Al'�H. r�'d�k. T.. M'., i."ar.,'�i"G6n.rv-- .- :.�:*'. -�: YtiS
i
Exhibit D — Reimbursement Agreement
STATE OF CALIFORNIA :AGREEMENT NUMBER
STANDARD AGREEMENT I
STD,213 (new 06/03) 1 REGISTRATION NUMBER
1. This Agreement is entered into between the State Agency and the Contractor named below:
STATE AGENCY'S NAME
California State Lands Commission (State)
CONTRACTOR'S NAME
City of Seal Beach
2. The term of this
Agreement is: 30 years beginning June 22 2016 ending June 21 2046
3. The maximum amount of
this Agreement is: $ 25,000
4. The parties agree to comply with the terms and conditions of the following exhibits which are by this reference
made a part of the Agreement
Exhibit 1 — Scope of Work 2 Page(s)
Exhibit 2 — Budget Detail and Payment Provision /Definitions and Terms 2 Page(s)
Exhibit 3* — General Terms and Conditions GTC 04/2017
Check mark one item below as Exhibit 4: 2 Page(s)
4 — Special Terms and Conditions (attached hereto as part of this
Items shown with an Asterisk () are hereby incorporated by reference and made part of UPS Agreement as Ir arracnea
hereto. These documents can be viewed at http.// www. das. ca. aov/ ols/ Resources /StandardContractLanauaae.asox.
IN WITNESS WHEREOF, this
CONTRACTOR'S NAME(,fwher Ibon.... duol„
The City of Seal Beach
BY vdrorized Slgna
r
P TED AME AM, EOF PERSON SI N
J ngram, City Manager
ADDRESS
211 Eighth Street, Seal Beach, C/
AGENCY NAME
California S
BY (AuAvorrs Sl;
r P TED NAME
enise Coo
ADDRESS
100 Howe A
CONTRACTOR
rorporaiimi, parrnerahip, em.J
STATE OF CALIFORNIA
'D TITLE OF PERSON SIGNING
Fiscal Officer
Suite 1
4011
Page 1 of 11 Pages
hereto.
Department of General Services
❑ Exempt per
Exhibit D — Reimbursement Agreement
EXHIBIT 1
SCOPE OF WORK
1. Work to be Performed — The City of Seal Beach, the "Lessee,', enters into this Agreement with the California
State Lands Commission, the "Commission" or "State" (hereafter the Lessee and the Commission /State are
referred to collectively as the "Parties ") for engineering review of inspection reports and review of annual
summary reports of the facilities associated with Lessee's General Lease — Public Agency Use, Lease No. PRC
3792.1 (Lease). The State hereby agrees to perform the following services:
A. Engineering Review: The State shall review all future structural modifications or material changes to any of
the Authorized Improvements. Costs shall include, but not be limited to, actual costs for staff time for review
of structural and utility safety assessment inspection reports, Geotechnical Engineering Reports, all
applicable agency permits and requirements, post construction documents (as -built plans), and limited field
engineering and construction monitoring activity. Every five years a structural and utility safety assessment
inspection shall be conducted. A copy of the structural and utility safety assessment inspection report shall
be provided to Commission staff upon completion of the report for review by engineering staff for the term
of the lease pursuant to Section 2, Special Provisions, Paragraph 2, 4, and 5 of Lease No. PRC 3792.1.
B. Lease Management: The State shall review the Lessee's annual summary reports. Reviewing costs shall
include, but not be limited to, actual costs for staff time for review of sea -level rise and flooding vulnerability
and risk assessments, berm construction and beach nourishment, updates or amendments to the Local
Coastal Program, annual flooding frequency and extent, annual site photographs, schedule and nature of
repair and maintenance operations, and coastal hazard remediation and removal. Every five years a
summary report that details Resiliency Planning Efforts and Adaptation Strategies shall be provided to
Commission staff. Work shall be performed pursuant to the requirements of the Lease detailed in Section
2, Special Provisions, Paragraph 3, 9 and 10, of Lease No. PRC 3792.1.
Mutual Understanding: This Agreement is entered into by the parties hereto with the express understanding
that the State cannot assure: 1) final approval of the permit or lease for the proposed Project; 2) that
permits from other State or local permitting agencies are obtainable: 3) that either the State or the Lessee
by entering into this Agreement is representing that the Project will go forward as proposed; and 4) that
either the State or the Lessee is irrevocably committed to proceeding with this Project. Lessee understands
and expressly acknowledges that the State's review of inspection reports and plans for the Project is for the
sole purpose of evaluating Lessee's application for or compliance with a lease from the Commission, if any,
and not for any other purpose.
2. Parties' Agents
A. For Engineering Review the State's Project Officer shall be:
Chandrashekar Basavalinganadoddi, Supervising Mineral Resources Engineer
California State Lands Commission
Mineral Resource Management
200 Oceangate, 121h floor
Long Beach, CA 90802
Tel. (562) 590 -5209
Email: Chandrashekar.Basavalinganadoddinaslc.ca.gov
For Lease Management the State's Project Officer shall be:
Randy Collins, Public Land Management Specialist
California State Lands Commission
100 Howe Avenue, Suite 100 South
Sacramento, CA 95825
Tel. (916) 574 -0900
E -mail: randy.collins@slc.ca.gov
Page 2 of I I Pages
Exhibit D — Reimbursement Agreement
The Contractor's Project Manager shall be:
Jill R. Ingram, City Manager
City of Seal Beach
211 Eighth Street
Seal Beach, CA 90740
Tel. (562) 431 -2527
E -mail: jinaram(a)sealbeachca.aov
3. Notices and Authorities
A. Any notice or other written communications required or permitted under this Agreement may be personally
delivered in writing to the State's Engineering or Lease Maintenance Project Officer or Applicant's Project
Manager, or may be sent by certified mail, return receipt requested, to the address stated above and shall,
based on such delivery or sending, be deemed to have been effectively communicated. Either party may
change such address by written notice to the other party.
Any notice given other than as provided above, shall not be deemed to be effectively communicated until
received in writing.
B. The Project Manager shall have full authority to act on behalf of the Lessee for administration of the
Project. All communications given to the Project Manager shall be as binding, as if given to the Lessee.
C. The State may change its Engineering or Lease Management Project Officer at any time, by written notice
to the Lessee. The Lessee may change its Project Manager at any time, by written notice to the State's
Engineering or Lease Management Project Officer.
[Remainder of Page Intentionally Left Blank]
Page 3 of 11 Pages
.�.':.t� F3'� rt'at'w"i ..yi r'e!i1�?� a ,.. .L.'.�43 »Y,C:d_;l�y''A'Yr" `n .rv3:.,.,,+.. �`ul..t. ivy. �9 r +'?w;¢$r}�µ' �ktt? s a;.:aAS: #gut^is' iii `�.:�YI"Lw'a *.xy- =°,?,.;t:;At YR35 a�S- �$�:1•,`i,P` F...A^,vo�C,':<
Exhibit D — Reimbursement Agreement
EXHIBIT.2
BUDGET AND PAYMENT PROVISIONS
1. Invoicing and Payment — Lessee agrees to reimburse the State for all reasonable costs associated with
engineering review and lease maintenance according to this Standard Agreement whether prior or subsequent
to the execution of this Agreement. Processing costs shall include, but not be limited to, staff time associated
with those tasks outlined in Exhibit 1, Scope of Work. Staff costs shall be computed in accordance with Section
8752 of the State Administrative Manual and shall include salaries and wages, related staff benefits and
administrative overhead.
The invoice shall be mailed to the Lessee's Project Manager. Payments shall reference the Agreement number
assigned to this project and must be mailed to the following address:
California State Lands Commission
100 Howe Avenue, Suite 100 South
Sacramento, CA 95825 -8202
Attention Accounting
2. Estimated Reimbursable Costs — The initial estimated costs are based on the information and contracts
existent as of the date of this Agreement. The itemized reimbursable costs estimate for work to be performed
is:
A. Engineering Review Estimate: $15,000
To include the following:
1. Processing and Engineering Review of structural and utility safety assessment inspection
reports (once every five years): $2,500 ($500 per year)
B. Lease Management Estimate: $10,000
To include the following:
1. Processing and Review of Annual Berm Summary Report: $9,000 ($300 per year).
2. Processing and Review of Resiliency Planning Efforts and Adaptation Strategy Report
(Five years prior to lease expiration): $1,000
3. Billings:
A. Engineering Review: Staff costs incurred by the State for Lease Management pursuant to this
Agreement, as specified in Exhibit 2, paragraph 2(A), shall be billed in arrears monthly. All payments
are due 30 days from the date of the invoice. The State reserves the right to demand an expense
deposit equal to the remainder of the Agreement should the Lessee fail to pay invoices within the time
specified. Total costs invoiced, including expense deposits, shall not exceed the dollar amount
specified in this Agreement unless amended.
B. Lease Management: Staff costs incurred by the State for Lease Management pursuant to this
Agreement, as specified in Exhibit 2, paragraph 2(B), shall be billed in arrears monthly. All payments
are due 30 days from the date of the invoice. The State reserves the right to demand an expense
deposit equal to the remainder of the Agreement should the Lessee fail to pay invoices within the time
specified. Total costs invoiced, including expense deposits, shall not exceed the dollar amount
specified in this Agreement unless amended.
4. Additional Costs or Services — Lessee will be advised of any estimated cost increase in writing in accordance
with this Agreement should the need for additional services become known or as costs previously estimated
exceed the above estimate.
Page 4 of 11 Pages
Exhibit D — Reimbursement Agreement
Upon notification of the need for additional funds, the Lessee shall have the option to dispute or accept the
increase with all the terms and.conditions of this Agreement being unchanged and in effect. The Lessee shall
notify the State within five (5) days of notice of any intent to dispute the change. Non - response shall be
acknowledged as acceptance of the additional charges and Lessee will be billed for the balance in accordance
with the terms above.
5. Definitions and Terms - Wherever the following abbreviations and terms (or pronouns in place of them) are
used, the intent and meaning shall be interpreted as provided in this section. Working titles having a masculine
gender, and pronouns referring to such said titles, are utilized in this Agreement for the sake of brevity and are
not intended to refer to either sex or the neuter. All references to the singular shall refer also to the plural. All
references to the plural shall refer also to the singular.
A. As used within this Agreement, the terms "Lessee" and "Contractor" are used interchangeably and
are to be considered the same entity.
B. As used within this Agreement, the terms "State" and "Commission" are used interchangeably and
are to be considered the same entity.
C. The term "Agreement" refers to this document as executed by the Lessee and the State. This
document includes Standard Form and any attached Exhibits.
D. The term "Project Manager" refers to that person appointed or designated by the Applicant to
administer the project for the Applicant.
E. The term "Project Officer' refers to that person appointed by the State to process the project
application.
F. The term "Lessee's Agent" refers to that person designated by the Lessee to provide technical
assistance and support to the State in coordinating transmittal of project technical information and
shall have no authority to act for the Lessee unless otherwise stated in writing by Lessee to the
State's Project Officer.
[Remainder of Page Intentionall)� Left Blank]
Page 5 of 1 1 Pages
Exhibit D — Reimbursement Agreement
EXIMIT.3
GTC 04/2017
GENERAL. TERMS AND CONDITIONS
1. APPROVAL: This Agreement is of no force or effect until signed by both parties and approved by the
Department of General Services, if required. Contractor may not commence performance until such
approval has been obtained.
2. AMENDMENT: No amendment or variation of the terms of this Agreement shall be valid unless made
in writing, signed by the parties and approved as required. No oral understanding or Agreement not
incorporated in the Agreement is binding on any of the parties.
3. ASSIGNMENT: This Agreement is not assignable by the Contractor, either in whole or in part, without
the consent of the State in the form of a formal written amendment.
4. AUDIT: Contractor agrees that the awarding department, the Department of General Services, the
Bureau of State Audits, or their designated representative shall have the right to review and to copy any
records and supporting documentation pertaining to the performance of this Agreement. Contractor agrees
to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a
longer period of records retention is stipulated. Contractor agrees to allow the auditor(s) access to such
records during normal business hours and to allow interviews of any employees who might reasonably
have information related to such records. Further, Contractor agrees to include a similar right of the State
to audit records and interview staff in any subcontract related to performance of this Agreement. (Gov.
Code §8546.7, Pub. Contract Code § 10115 et seq., CCR Title 2, Section 1896).
5. INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the State, its officers,
agents and employees from any and all claims and losses accruing or resulting to any and all contractors,
subcontractors, suppliers, laborers, and any other person, firm or corporation furnishing or supplying
work services, materials, or supplies in connection with the performance of this Agreement, and from any
and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or
damaged by Contractor in the performance of this Agreement.
6. DISPUTES: Contractor shall continue with the responsibilities under this Agreement during any
dispute.
7. TERMINATION FOR CAUSE: The State may terminate this Agreement and be relieved of any
payments should the Contractor fail to perform the requirements of this Agreement at the time and in the
manner herein provided. In the event of such termination the State may proceed with the work in any
manner deemed proper by the State. All costs to the State shall be deducted from any sum due the
Contractor under this Agreement and the balance, if any, shall be paid to the Contractor upon demand.
8. INDEPENDENT CONTRACTOR: Contractor, and the agents and employees of Contractor, in the
performance of this Agreement, shall act in an independent capacity and not as officers or employees or
agents of the State.
9. RECYCLING CERTIFICATION: The Contractor shall certify in writing under penalty of perjury, the
minimum, if not exact, percentage of post consumer material as defined in the Public Contract Code
Page 6 of 1 1 Pages
Exhibit — Reimbursement Agreement
Section 12200, in products, materials, goods, or supplies offered or sold'to: the 'State regardless of whether
the product meets the requirements '.of Public Contract Code Section 12209. With:respect to printer or
duplication cartridges that comply with.the requirements of Section 12156(e), the certification required by
this subdivision shall specify that the cartridges so comply (Pub. Contract Code § 12205).
10. NON - DISCRIMINATION CLAUSE: During the performance of this Agreement, Contractor and its
subcontractors shall not deny the contract's benefits to any person on the basis of race, religious creed,
color, national origin, ancestry, physical disability, mental disability, medical condition, genetic
information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or
military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for
employment because of race, religious creed, color, national origin, ancestry, physical disability, mental
disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender
expression, age, sexual orientation, or military and veteran status. Contractor shall insure that the
evaluation and treatment of employees and applicants for employment are free of such discrimination.
Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act
(Gov. Code §12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs., tit. 2, §11000 et
seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov.
Code §§l 1135-1 1139.5), and the regulations or standards adopted by the awarding state agency to
implement such article. Contractor shall permit access by representatives of the Department of Fair
Employment and Housing and the awarding state agency upon reasonable notice at any time during the
normal business hours, but in no case less than 24 hours' notice, to such of its books, records, accounts,
and all other sources of information and its facilities as said Department or Agency shall require to
ascertain compliance with this clause. Contractor and its subcontractors shall give written notice of their
obligations under this clause to labor organizations with which they have a collective bargaining or other
agreement. (See Cal. Code Regs., tit. 2, §11105.)
Contractor shall include the nondiscrimination and compliance provisions of this clause in all
subcontracts to perform work under the Agreement.
11. CERTIFICATION CLAUSES: The CONTRACTOR CERTIFICATION CLAUSES contained in the
document CCC 04/2017 are hereby incorporated by reference and made a part of this Agreement by this
reference as if attached hereto.
12. TIMELINESS: Time is of the essence in this Agreement.
13. COMPENSATION: The consideration to be paid Contractor, as provided herein, shall be in
compensation for all of Contractor's expenses incurred in the performance hereof, including travel, per
diem, and taxes, unless otherwise expressly so provided.
14. GOVERNING LAW: This contract is governed by and shall be interpreted in accordance with the
laws of the State of California.
15. ANTITRUST CLAIMS: The Contractor by signing this agreement hereby certifies that if these
services or goods are obtained by means of a competitive bid, the Contractor shall comply with the
requirements of the Government Codes Sections set out below.
a. The Government Code Chapter on Antitrust claims contains the following definitions:
1) "Public purchase" means a purchase by means of competitive bids of goods, services, or materials by
the State or any of its political subdivisions or public agencies on whose behalf the Attorney General may
bring an action pursuant to subdivision (c) of Section 16750 of the Business and Professions Code.
Page 7 of 11 Pages
_
Exhibit — Reimbursement Agreement
2) '.'Public purchasing body ",means the,State or the subdivision orragencymaking a'public purchase.
.Government Code Section 4550.
b. In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted,
it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have
under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2
(commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising
from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to
the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final.
payment to the bidder. Government Code Section 4552.
c. If an awarding body or public purchasing body receives, either through judgment or settlement, a
monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to
receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public
body any portion of the recovery, including treble damages, attributable to overcharges that were paid by
the assignor but were not paid by the public body as part of the bid price, less the expenses incurred in
obtaining that portion of the recovery. Government Code Section 4553.
d. Upon demand in writing by the assignor, the assignee shall, within one year from such demand,
reassign the cause of action assigned under this part if the assignor has been or may have been injured by
the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby,
or (b) the assignee declines to file a court action for the cause of action. See Government Code Section
4554.
16. CHILD SUPPORT COMPLIANCE ACT: For any Agreement in excess of $100,000, the contractor
acknowledges in accordance with Public Contract Code 7110, that:
a. The contractor recognizes the importance of child and family support obligations and shall fully comply
with all applicable state and federal laws relating to child and family support enforcement, including, but
not limited to, disclosure of information and compliance with earnings assignment orders, as provided in
Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code: and
b. The contractor, to the best of its knowledge is fully complying with the earnings assignment orders of
all employees and is providing the names of all new employees to the New Hire Registry maintained by
the California Employment Development Department.
17. UNENFORCEABLE PROVISION: In the event that any provision of this Agreement is
unenforceable or held to be unenforceable, then the parties agree that all other provisions of this
Agreement have force and effect and shall not be affected thereby.
18. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of
$200,000, the Contractor shall give priority consideration in filling vacancies in positions funded by the
Contract to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance
with Pub. Contract Code § 10353.
19. SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REPORTING
REQUIREMENTS:
Page 8 of 11 Pages
Exhibit D - Reimbursement Agreement
a. If.for.this Contract Contractor made a commitment to achieve small business participation, then
Contractor must within 60 days of receiving final payment under this Contract (or within such other time
period as may be 'specified elsewhere in this Contract) report to the awarding department the actual
percentage of small business participation that was achieved. (Govt. Code § 14841.)
b. If for this Contract Contractor made a commitment to achieve disabled veteran business enterprise
(DVBE) participation, then Contractor must within 60 days of receiving final payment under this Contract
(or within such other time period as may be specified elsewhere in this Contract) certify in a report to the
awarding department: (1) the total amount the prime Contractor received under the Contract; (2) the name
and address of the DVBE(s) that participated in the performance of the Contract; (3) the amount each
DVBE received from the prime Contractor; (4) that all payments under the Contract have been made to
the DVBE; and (5) the actual percentage of DVBE participation that was achieved. A person or entity
that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. &
Vets. Code § 999.5(d); Govt. Code § 14841.)
20. LOSS LEADER:
If this contract involves the furnishing of equipment, materials, or supplies then the following statement is
incorporated: It is unlawful for any person engaged in business within this state to sell or use any article
or product as a "loss leader" as defined in Section 17030 of the Business and Professions Code. (PCC
10344(e).)
[Remainder of Page Intentionally Left Blank]
Page 9 of 11 Pages
(:' t7z- kk;,. �. Wl'...;. �f":".. an" i• 1a' itR,.. a. An .n?Y ^...:�F.,:�s.r'11:;..=a,S�� kYs'`k.X � ,k3s`x3k"�ea�,�,w4ei.+'9'.*��a: t.s�:.1rt3,'FR»"k��.;. �"i%?^tt �a",�;rc... j, - �.+k0.''§g3a•'�'�.�!
Exhibit D Reimbursement Agreement
EXHIBIT 4
SPECIAL TERMS AND CONDITIONS
1. Type of Agreement —This Agreement between the State and the Lessee is for the reimbursement of costs,
from the Lessee to the State, for Engineering Review, detailed in Exhibits 1 and 2 of this Agreement,. performed
by staff of the California State Lands Commission, This Agreement does not involve the procurement of goods
or services from the Lessee.
2. Effective Reimbursement Period — Notwithstanding the date of Agreement approval in paragraph 1 of GTC
04/2017, the Lessee agrees to reimburse the State for costs detailed in Exhibits 1 and 2 of this Agreement, that
accrue beginning on the date listed in form STD.213, paragraph 2 of this Agreement until the termination of this
Agreement. The term of this agreement shall extend to include any holdover period of Lease No. PRC 6674.1.
3. This paragraph supersedes paragraph 5 of, Exhibit 3, "Indemnification ":
Indemnification — To the fullest extent permitted by law, Lessee shall defend, indemnify, and hold harmless the
State of California and any and all agencies or departments thereof, including but not limited to, any and all
boards, commissions, officers, agents, employees, and representatives ( Indemnitees), against any and all
claims, liabilities, charges, losses, expenses, and costs, including the State's attorneys' fees (Liabilities), that
may arise from or by reason of any action or inaction by the Indemnitees in connection with the work described
in Exhibit 1, or any defect in design or construction of the Project. This obligation of the Lessee to indemnify,
defend, and hold harmless the Indemnitees shall not apply to any Liabilities caused solely by the gross
negligence or intentional acts of the State or its officers, agents, and employees; or to any claims, litigation, or
to other actions brought by the Lessee against the Indemnitees in relation to the Lessee's application or this
Agreement. This provision shall survive termination of this Agreement.
4. This paragraph supersedes paragraph 6 of GTC 04/2014, Exhibit 3; "Disputes':
Disputes — Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising
under or relating to the performance of this Agreement which is not disposed of by Agreement shall be decided
by the Project Officer, who shall reduce his decision to writing in regard to the dispute and shall transmit a copy
thereof to the Lessee within thirty (30) days. The decision of the Project Officer shall be final and conclusive,
unless within thirty (30) days from the date of receipt of such copy, the Lessee transmits to the State .a written
appeal. Said appeal shall be supported with specificity.
a. In connection with any appeal proceeding under this clause, the Lessee shall be afforded an
opportunity to be heard before the State Lands Commission within sixty (90) days of the receipt by the
State of the Lessee's written appeal and to offer evidence in support of its appeal. Pending the final
decision of any such dispute, the Lessee shall proceed diligently with the performance of the
Agreement.and in accordance with the written decision of the Project Officer which is the subject of the
Lessee's appeal including the payment of invoices to the State.
b. The procedure described herein shall not prejudice or deny the Lessee's remedies at law. However,
the Lessee agrees to exhaust the procedure described herein before pursuing remedies at law. All
amounts paid to the State under protest shall be held by the State in trust until the dispute is resolved.
5. Modification — This paragraph supersedes paragraph 7 of GTC 04/2017, Exhibit 3, "Termination for Cause':
Either party may elect to modify the scope of work or costs associated with the Project described in Exhibit 1,
Paragraphs 1(A) and 1(B) and Exhibit 2, Paragraphs 2(A) and 2(B) of this Agreement by written notice at any
time prior to or during Project commencement or implementation upon ten (10) days written notice to the other
party should the Project be revised or cancelled for any reason. The Lessee agrees that in the event of such
modification of this Agreement by either party as provided above, it shall reimburse the State one hundred
percent (100 %) of all costs incurred by the State in the performance of its obligations as described in this
Agreement.
Page 10 of 11 Pages
ExhitiitD - Reimbursement Agreement =
6. Reimbursement of Costs — Lesseeshall reimburse the State in full for all reasonable costs and attorney's fees,
including, but not limited to, those charged it by the California Office of the Attorney General, that the State
incurs in connection with the defense of any action brought against the State challenging this Agreement or any
other matter related to this Agreement or the work performed by the State under this Agreement. In addition,
Lessee shall reimburse the State for, any court costs and reasonable attorney fees that the State may be
required by a court to pay as:a result of such action. Lessee may participate in the defense of the action, but its
participation shall not relieve it of its obligations under this Paragraph. The provision of this Paragraph shall not
apply to any claims, litigation or other actions which may be brought by the Parties against each other and shall
not apply to the extent that any such obligation is void or otherwise unenforceable under applicable law in effect
on or validly retroactive to the date of this Agreement. Nothing in this Paragraph shall be construed to require
the State to defend itself against all or any aspect of the challenge to this Agreement or work performed under
this Agreement. However, Lessee may take whatever legal action is available to it to defend this Agreement or
any work performed under this Agreement against any challenge by a third party, whether or not the State
chooses to raise a defense against such a challenge.
Records — Upon five (5) business days' notice, the State's records relating to its costs shall be available for the
Lessee's audit in the State's office in Sacramento. Said audit shall take place only during regular business
hours of the State. Payment of costs by the Lessee shall not constitute a waiver of its rights to audit nor an
acknowledgment by the Lessee of the validity of the costs that have been paid. Nothing herein shall be deemed
to require the State, its consultants, other contractors and subcontractors to maintain books, records, or
documents other than those usually maintained by them, provided that such books, records and documents
reasonably segregate and identify the costs for which reimbursement is required hereunder. As used herein,
"State's records" include any audit of the consultant by the State or its designated representative as authorized
in this Agreement.
8. The following Paragraphs in Exhibit 3 do not apply to this Reimbursement Agreement; therefore, Paragraphs 4,
7, 8, 9, 10, 11, 12, 13, 15, 16, 17, 18, 19, and 20 of GTC 04/2017, Exhibit 3, are hereby waived and shall have
no force or effect upon this Agreement.
[Remainder of Page Intentionally Left Blank]
Page 11 of 11 Pages
RECORDED AT THE REQUEST OF
AND WHEN RECORDED MAIL TO:
STATE OF CALIFORNIA
California State Lands Commission
Attn: Title Unit
100 Howe Avenue, Suite I00 -South
Sacramento; CA 95825 -8202
STATE OF,CALIFORNIA
OFFICIAL BUSINESS
Document entitled to free recordation
pursuant to Government Code Section 27383
A.P.N. various
County. Cuange
LEASE NO. PRC3792.1
SPACE ABOVE THIS LINE FOR RECORDERS USE
This Lease consists of this summary and the following attached and incorporated parts:
Section 1 Basic Provisions
Section 2 . Special Provisions Amending or Supplementing Section 1 or 3
Section 3 General Provisions
Exhibit A Land Description
Exhibit B Site and Location Map
Exhibit C -1, 2, 3, and 4 Sublease Endorsements
Exhibit D Reimbursement Agreement
SECTION 1
BASIC PROVISIONS
THE STATE OF CALIFORNIA, hereinafter referred to as Lessor acting by and through the
CALIFORNIA STATE LANDS COMMISSION (100 Howe Avenue, Suite 100- South, Sacramento,
California 95825- 8202), pursuant to Division 6 of the Public Resources Code and Title 2, Division 3 of
the California Code of Regulations, and for consideration specified in this Lease, does hereby lease,
demise, and let to the CITY OF SEAL BEACH, hereinafter referred to as Lessee, those certain lands
described in Exhibit A hereinafter referred to as Lease Premises, subject to the reservations, terms,
covenants, and conditions of this Lease.
Page 1 of 18 Pages
MAILING ADDRESS: 211 8th Street
Seal Beach, CA 90740
LEASE TYPE: General Lease — Public Agency Use
LAND TYPE: Sovereign
LOCATION: Pacific Ocean in the City of Seal Beach, Orange County, as described in
Exhibit A attached and by this reference made a part hereof.
LAND USE OR PURPOSE: Use and maintenance of an existing pier with a life guard tower, 750 -
foot long concrete sheet pile groin, a maintenance building, a storage
building, restaurant, public restroom, picnic area, raised planter areas
with retaining walls, three parking lots, a tot lot with a perimeter wall,
the construction, use, and maintenance of a seasonal flood control berm
to prevent beach run -up during winter months, beach nourishment, and
the seasonal placement, use, and maintenance of temporary lifeguard
stations.
TERM: 30 years; beginning June 22, 2016; ending June 21, 2046, unless sooner
terminated as provided under this Lease.
CONSIDERATION: $125 per annum, subject to modification by Lessor as specified in
Paragraph l of Section 2 — Special Provisions, and Paragraph 3(c) of
Section 3 - General Provisions.
AUTHORIZED IMPROVEMENTS:
X EXISTING:
An existing pier with a life guard tower, 750 -foot long
concrete sheet pile groin, a maintenance and a storage
building, restaurant, public restroom, picnic area; raised
planter areas with retaining walls, three parking lots, a tot
lot with a perimeter wall, a seasonal flood control berm to
prevent beach run -up during winter months, beach
nourishment, and the seasonal placement of temporary
lifeguard stations.
N/A TO BE CONSTRUCTED; CONSTRUCTION MUST BEGIN BY:
AND BE COMPLETED BY:
LIABILITY INSURANCE: In an amount no less than $5,000,000 per occurrence.
SURETY BOND OR OTHER SECURITY: N/A
Page 2 of 18 Pages
SECTION 2
SPECIAL PROVISIONS
BEFORE THE EXECUTION OF THIS LEASE, ITS PROVISIONS ARE AMENDED,
REVISED, OR SUPPLEMENTED AS FOLLOWS:
1. Paragraph 3 (c) of Section 3, General Provisions, is amended to replace the word "fifth" with the
words "10th and 20th". Lessor reserves the right to revise the rent upon any extension or
amendment of an existing sublease, or upon execution of a new sublease.
2. All future structural modifications or material changes to any of the Authorized Improvements
other than routine repairs and maintenance will require Commission staff's review and approval
prior to commencement of construction. In the event of an urgent repair requiring immediate
action, notification shall be made through Lessor's 24 -hour emergency response number at (562)
590 -5201.
3. Special provisions relating to berm construction and beach nourishment.
a. Any equipment to be used on the Lease Premises is limited to that which is directly
required to perform the authorized use and shall not include,any equipment that may cause
damage to the Lease Premises or on other lands subject to Lessor's jurisdiction.
b. No refueling, repairs, or maintenance of vehicles or equipment will take place on the Lease
Premises or on lands subject to Lessor's jurisdiction.
c. Each year prior to berm construction, Lessee shall send a copy of the berm coastal
engineering plan to Lessor, and notify Lessor of the approximate dimensions of the berm,
the approximate volume of sand material for construction, and the location of the sourced
sand material
d. Within 15 days after construction of the berm, Lessee shall provide to Lessor specifics
related to the berm dimensions and volume of sand material used in the construction of the
berm.
e. Lessee shall notify Lessor within 5 business days of any repairs or additional nourishments
needed to maintain the berm following the initial construction and prior to its final
deconstruction.
f. Lessee shall limit the time, equipment, and personnel active on the Lease Premises to the
minimum amount necessary during berm construction and deconstruction.
g. Berm construction and beach nourishment activities that necessitate sand material sourced
from locations other than West Beach will require written authorization from the Lessor.
4. Lessee shall conduct an above water visual inspection by a qualified California Registered civil
engineer annually. The inspection reports shall be duly stamped and signed by the engineer. The
above water inspection report shall include all accessible components both above and below the
deck including splash zone. This annual above water inspection report shall include but not limited
to evaluation of existing structural conditions, structural condition assessment and its ratings with
proposed remedial action, if any. This above water inspection shall include but not be limited to
the following structural elements as applicable:
a. Piles and pile caps
b. Beams
Page 3 of IS Pages
c. Deck soffit
d. Bracing
e. Connections
f. Retaining walls and bulkheads
g. Seawalls
h. Slope protection
i. Deck topsides and curbing
j. Expansionjoints
k. Fender system components
1. Mooring points and hardware
m. Navigation aids
n. Ramps, platforms, landing, ladders, stairs, handrails, and gangways
o. Backfill
p. Electrical and mechanical components
This inspection report shall be submitted for review by Lessor's engineering staff annually upon
each anniversary date. The above water inspection may follow the then - current guidelines of
"Waterfront Facilities Inspection and Assessment" Manual of Practice 130 by the American
Society of Civil Engineers.
5. Every five years Lessee shall conduct a structural and utility safety assessment inspection report
fort the Seal Beach Municipal Pier in compliance with the American Society of Civil Engineers
(ASCE), Manuals of Practice 130 — Waterfront Facilities Inspection and Assessment and the
ASCE Standard Practice Manual. The structural assessment must be by a California registered
civil /structural engineer. The structural assessment should include global seismic structural
analysis with a vehicle parked on the structure, impact analysis for berthing, and other related
assessments. Lessee shall provide a copy of the inspection report, to include any necessary
remedial action plan, to Lessor for review. The inspection report shall be submitted on or before
June 22, 2021.
6. Lessee shall execute a Reimbursement Agreement substantially in the form as shown in Exhibit D
(attached and by this reference made a part hereof) with Lessor to pay for any and all reasonable
costs and expenditures paid or incurred by the Commission, its staff or both for review and
approval of any plan or related materials required herein, including but not limited to any review
or preparation of reports, documents or other actions as required pursuant to the California
Environmental Quality Act (CEQA), plan reviews, and /or amendments.
Lessee acknowledges:
a. The site may be subject to hazards from natural geophysical phenomena including, but not
limited to, waves, storm waves, tsunamis, earthquakes, erosion, flooding, and sea -level rise
( "climate change effects "). The risks posed to the site from these discrete processes, and
the combined, additive impacts of multiple processes are anticipated to increase in severity
over the term of the lease due to the localized effects of climate change. Specifically,
climate change effects could expose the public restrooms, public beach, constructed berm,
and pier infrastructure, including utility and sewer lines, to stronger and prolonged
flooding events, requiring maintenance and repair beyond what is regularly needed.
Adverse impacts from climate change effects on facilities within the lease area, particularly
Page 4 of 18 Pages
the public restrooms and sewer lines, could result in degradation of Public Trust resources
and values, including water quality, recreation, and public safety. Future conditions may
necessitate additional adaptation measures to increase the resiliency of the lease area to the
impacts of sea - level rise and coastal climate change processes, as well as continuing to
evaluate the effectiveness of the berm in protecting against these impacts.
b. Lessee assumes the risks to the Lessee and to the property that is the subject of any Coastal
Development Permit that is issued to Lessee for development on the Lease Premises, of
injury and damage from such hazards in connection with the permitted development and
use.
c. Consistent with Section 3, Paragraph 8, the Lessee assumes the risks associated with such
potential hazards and agrees to be solely responsible for all damages, costs, and liabilities
arising as a result of the impacts of such hazards on the improvements within the Lease
Premises. Any additional maintenance or protection strategies necessitated by such hazards
may require additional approval by Lessor pursuant to Section 3, Paragraph 5(a) and be
subject to environmental review.
8. Lessee acknowledges that the Lease Premises are subject to the Public Trust and are presently
available to members of the public for recreation, waterbome commerce, navigation, fisheries,
open space, and any other recognized Public Trust uses. Lessee also agrees that any proposed
construction activities and subsequent use of the Lease Premises shall not unreasonably interfere
with or limit Public Trust rights, and shall do so only to the extent necessary to protect public
health and safety during construction activities authorized by Lessor, or when imminent threats to
public health and safety are present.
Lessee shall provide Lessor with an annual summary, to include information identified below, by
the anniversary date of each year, beginning March 1, 2019 or a date to be mutually agreed to by
Lessee and Lessor's staff. The summary shall include the information requested in Section 2,
Paragraph 3 (c) above, along with copies of any local monitoring information required by Lessee
or other agencies or entities which relates to sea -level rise vulnerability, structural integrity, and
adaptation capacity of the Lease Premises and the facilities therein. Information shall include, but
is not limited to:
• Sea -level rise and flooding vulnerability and risk assessments,
• Updates or amendments to the Local Coastal Program,
• Annual flooding frequency and extent,
• Annual site photographs,
• Schedule and nature of repair and maintenance operations, and
• Coastal hazard remediation and removal.
Pertinent information may be sourced from the Lessee itself or any other research conducted
within the Lease Premises or adjacent land.
10. Five years prior to the expiration of this Lease, Lessee shall submit to Lessor a summary report
that details resiliency planning efforts and adaptation strategies related to sea -level rise impacts
within the Lease Premises. The report will include a record of flood frequency and extent, and
protective measures taken to reduce flood risk to public and visitor serving facilities within the
Lease Premises and upland property. It will also include annual records of the constructed berm's
height, width, and volume, as well as the berm material's source location. Findings from the utility
Page 5 of 18 Pages
safety assessment inspection report for the Seal Beach Municipal Pier will also be summarized in
the report as well as any emergency repairs made to other structures located in the Lease Premises.
The contents of this report will enable Lessor and Lessee to assess the effectiveness of these
planning efforts in maintaining and enhancing the resiliency of public trust resources and values
within the Lease Premises subject to the risks associated with sea -level rise and climate change.
11. Lessee will require Commercial General Liability insurance of each sublessee in an amount of no
less than $5,000,000 for all sub - leases or agreements for any activity occurring within the Lease
Premises.
12. Pursuant to Section 3, Paragraph 11, Lessor consents to Lessee's sublease agreements through the
Sublease Endorsements attached as Exhibits C -1, 2, 3, and 4, provided that:
a. Lessor's endorsement of a sublease does not bind the Lessor to the terms.and conditions of
such sublease in any way.
b. In no event shall any sublease agreement relieve Lessee from any liability or release
Lessee from any obligation under this Lease.
c. Any sublessee's breach of the terms and conditions of this Lease shall be deemed a breach
of this Lease by Lessee.
d. If Lessee desires to sublet all or any portion of the Lease Premises, Lessee shall not be
required to provide audited financial statements described in Section 3, Paragraph 11,
subsection (d)(4), unless Lessor's staff determines that such statements are reasonably
necessary to evaluate a proposed sublessee's ability to meet its obligations under this Lease
or the proposed sublease.
e. All other provisions of Section 3, Paragraph 11 remain unchanged.
[Remainder of Page Intentionally Left Blank]
Page 6 of 18 Pages
SEC7I0N.3
GENERAL PROVISIONS
1.GENERAL
In the case of any conflict between these General Provisions and Special Provisions found in Section 2, the Special Provisions control.
2. DEFINITIONS
For the purposes of this Lease, the following terms shall be defined as stated below:
"Additions" shall be defined as any use or Improvements other than those expressly authorized in this Lease.
"Alterations" shall be defined as any material change in the size, scope, density, type, nature, or intensity of Improvements on the Lease
Premises from what is authorized in this Lease. Alterations shall also include any modifications, alterations, or renovations of the land
or waterways on the Lease Premises other than those authorized by this Lease.
"Breach" shall be defined as a party's unjustified or unexcused nonperformance of a contractual duty the party is required to immediately
perform.
"Damages" shall include all liabilities, demands, claims, actions or causes of action whether regulatory, legislative orjudicial in nature;
all assessments, levies, losses, fines, penalties, damages, costs and expenses, including, without limitation: (i) reasonable attorneys',
accountants', investigators', and experts' fees and expenses sustained or incurred in connection with the defense or investigation of any
such liability, and (ii) costs and expenses incurred to bring the Lease Premises into compliance with Environmental Laws, a court order,
or applicable provisions of a Regulatory Agency. The term "Damages" also includes, expressly, those Damages that arise as a result of
strict liability, whether arising under Environmental Laws or otherwise.
"Default" shall be defined as a material Breach of magnitude sufficient to justify termination of the Lease.
"Environmental Law" shall be defined as and include all federal, state, and local environmental, health, and safety laws, statutes,
ordinances, regulations, rules, judgments, orders, and notice requirements, which were in effect as of the date of execution of this Lease
or are subsequently enacted and lawfully applied hereto, which regulate or relate to (a) the protection or clean -up of the environment; (b)
the use, treatment, storage, transportation, handling or disposal of hazardous, toxic or otherwise dangerous substances, wastes or materials;
(c) the quality of the air and the discharge of airborne wastes, gases, particles, or other emissions; (d) the preservation or protection of
waterways, groundwater, or drinking water; (e) the health and safety of persons or property; or (f) impose liability with respect to any of
the foregoing, including without limitation, the California Environmental Quality Act (CEQA) [PRC §§ 21000 et seq.]; the
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) [42 USCS §§ 9601 et seq.]; the Resource
Conservation and Recovery Act of 1976 (RCRA) [42 USCS §§ 6901 et seq.]; the Clean Water Act, also known as the Federal Water
Pollution Control Act (FWPCA) [33 USCS §§ 1251 et seq.]; the Toxic Substances Control Act (TSCA) [15 USCS §§ 2601 et seq.]; the
Hazardous Materials Transportation Act (HMTA) [49 USCS §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 USCS §§
136 et seq.]; the Superfund Amendments and Reauthorization Act [42 USCS §§ 6901 et seq.]; the Clean Air Act [42 USCS §§ 7401 et
seq.]; the Safe Drinking Water Act [42 USCS §§ 300f et seq.]; the Solid Waste Disposal Act [42 USCS §§ 6901 et seq.]; the Surface
Mining Control and Reclamation Act [30 USCS §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 USCS
§§ 11001 et seq.]; the Occupational Safety and Health Act [29 USCS §§ 655 and 657]; the California Underground Storage of Hazardous
Substances Act [H & S C §§ 25280 et seq.]; the California Hazardous Substances Account Act (H & S C §§ 25300 et seq.); the California
Hazardous Waste Control Act [H & S C §§ 25100 et seq.]; the California Safe Drinking Water and Toxic Enforcement Act [H & S C §§
24249.5 et seq.]; the Porter - Cologne Water Quality Act [Water C §§ 13000 et seq.] together with any amendments of or regulations
promulgated under the statutes cited above.
"Hazardous Material" shall be defined as and include any substance which falls within the definition of hazardous substance, hazardous
waste, hazardous material, toxic substance, solid waste, pollutant, or contaminant, under any Environmental Law.
"Improvements" shall be defined as any modification, alteration, addition, or removal of any material, and any other action which serves
to change the condition of the Lease Premises from the natural state whether situated above, on, or under the Lease Premises.
Improvements include, but are not limited to buildings, structures, facilities, decks, docks, wharves, piers, walks, curbs, bridges, buoys,
landscaping, roadways, shoreline protective structures of all types, foundations, pilings or similar support structures whether above or
below the water line, fences, utilities, pipelines, and any other construction of any type situated on the Lease Premises.
"Lease" shall be defined as this lease contract together with all amendments and exhibits.
"Lease Premises" shall be defined as the area of land, together with any improvements located thereon, the use and occupancy of which
Form51.16 (Rev. 10/14)
Page 7 of 18 Pages
is authorized by this Lease
"Lessor" shall be defined as the state of California, acting by and through the California State Lands Commission, including the
Commissioners, their alternates and designates, the Executive Officer, and the staff of the California State Lands Commission.
"Regulatory Agency" shall include any Federal, State, County, Municipal, or Local agency having jurisdiction over the Lease Premises.
"Repairs" shall be defined as all work of any kind made to maintain, change, restore, strengthen, replace, alter, or otherwise affect any
Improvement on the Lease Premises.
"Residence" shall be defined as any Improvement, whether permanent, movable, or temporary, or a portion thereof, which is for the time
being a home or place of lodging. A Residence includes any Improvement affixed to the land such as trailers or cabins, built on a raised
foundation such as stilts or pilings, and floating residences such as boats, barges, arks, and houseboats, and any combination of such
Improvements which provide residential accommodations to the Lessee or others. "Residence" shall not include transitory, intermittent,
recreational use of facilities such as campgrounds.
"Residential Use" shall be defined as Improvements such as, but not limited to, sundecks, and sunrooms which are extensions of, or
additions to, the upland property and are not water - dependent uses. Although the various uses or Improvements which may fall under
this definition may vary by geographic area, lease type, or other factors, it is the intention of the parties to include in this definition all
uses and Improvements which are not water- dependent but residential in nature, or those uses and Improvements which are not consistent
with common law public trust principles and values.
3. CONSIDERATION
(a) Absolute Triple Net Lease
This Lease is an absolute triple net lease, pursuant to which Lessor has no obligation with respect to the payment of taxes,
insurance, the cost of maintenance, utilities and repairs or other costs or obligations associated with the Leased Premises,
except as expressly stated herein.
(b) Rent
Lessee agrees to pay Lessor rent as stated in this Lease, in annual installments, for the use and occupancy of the Lease Premises.
The first installment shall be due on or before the beginning date of this Lease and all subsequent installments shall be due on or
before each anniversary of its beginning date during each year of the Lease term, or as otherwise provided in this Lease. Said sums
shall be paid in lawful money of the United States of America. Lessee shall send said rent to the mailing address of Lessor.
Timeliness of receipt of remittances sent by mail shall be governed by the postmark date as stated in Government Code Section
11002. Invoices for rent due may be provided by Lessor as a courtesy. Lessor's failure to, or delinquency in, providing invoices
shall neither excuse Lessee from paying rent, nor extend the time for paying rent.
(c) Modification
Lessor may modify the method, amount, or rate of consideration effective on each fifth anniversary of the beginning date of this
Lease. Should Lessor fail to exercise such right effective on any fifth anniversary it may do so effective on any one (1) of the next four
(4) anniversaries following such fifth anniversary, without prejudice to its right to effect such modification on the next or any
succeeding fifth anniversary of the beginning date. No such modification shall become effective unless Lessee is given at least thirty
(30) days' notice prior to the date of the Commission meeting wherein the rent modification is considered, or thirty (30) days' notice
prior to the effective date of the increase, whichever provides a greater notice period.
If the consideration for this Lease is based on a percentage of income, royalties, profits, or any similar business performance
indicators, Lessee shall provide Lessor with financial statements and all other documents necessary to determine the relevant basis for
income.
(d) Penalty and Interest
Any installments of rent accruing under this Lease not paid when due shall be subject to a delinquency charge equal to five
percent (5 %) of the principal sum due. Annual payments shall bear interest as specified in Public Resources Code Section 6224 and
the Lessor's then existing administrative regulations governing penalty and interest.
(e) Non - Monetary Consideration
Ifthe consideration to Lessor for this Lease is the public use, benefit, health, or safety, Lessor shall have the right to review such
consideration at any time and set a monetary rental if the Lessor, at its sole discretion, determines that such action is in the best
interest of the State. Lessee's assignment or transfer of this Lease pursuant to Section 3 Paragraph I I below to any third party which
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results in royalties, profits, or any form of compensation, whether monetary or otherwise, shall give Lessor the right to reevaluate the
requirements of this Lease as stated in Section 3 Paragraph 11. Lessee shall be given at least thirty (30) days' notice prior to the date
of the Commission meeting wherein the rent modification is considered, or thirty (30) days' notice prior to the effective date that this
Lease is converted to a monetary rental, whichever provides more notice.
(f) Place for Payment of Rent
All rent that becomes due and payable under this Lease shall be paid to Lessor in person or by United States mail at the Sacramento
Offices of the California State Lands Commission, currently at 100 Howe Avenue, Suite 100 -South, Sacramento, CA 95825 -8202, or
at any other place or places that Lessor may designate by written notice to Lessee. Alternately, Lessee may contact Lessor's accounting
department for Lessor's current practices for payment by credit card or electronic fund transfer.
4. BOUNDARIES
This Lease is not intended to establish the State's boundaries and is made without prejudice to either party regarding any boundary
or title claims which may be asserted presently or in the future.
5. LAND USE
(a) General
(1) Lessee shall use the Lease Premises only for the purpose or purposes stated in this Lease and only for the operation and
maintenance of the Improvements expressly authorized in this Lease. Lessee shall commence use of the Lease Premises within
ninety (90) days of the beginning date of this Lease or within ninety (90) days of the date set for construction to commence as set
forth in this Lease, whichever is later.
(2) All demolition, construction, remodeling, reconstruction, maintenance, repairs, removal, or remediation performed on the
Lease Premises at any time by Lessee shall first be authorized by all appropriate Regulatory Agencies. Lessee is solely
responsible for determining what approvals, authorizations, or certifications are required, and shall be solely responsible for all
costs incurred thereby. In addition, Lessee shall obtain and comply with preventative or remedial measures required by any
environmental reports, assessments, or inspections, including, but not limited to those required by the California Environmental
Quality Act and /or the National Environmental Policy Act, or as otherwise required by law or reasonably requested by Lessor.
Nothing in this Lease shall be interpreted as a pre- approval of any permit, certification, or any other precondition required for
the use of the Lease Premises.
(b) Continuous Use
Lessee's use of the Lease Premises shall be continuous from commencement of the Lease until its expiration. Lessee's
discontinuance of such use for a period of ninety (90) days shall be presumed to be an abandonment unless Lessee demonstrates to
Lessor's satisfaction that Lessee's use of the Lease Premises is consistent with similarly situated properties. In the event of an
abandonment, Lessor may elect to terminate the Lease as provided in Paragraph 12(a)(3). Abandonment of the Lease Premises shall
not relieve Lessee of any obligations under this Lease.
(c) Repairs and Maintenance
(1) Lessor shall not be required to make any Repairs in, on, or about all or part of the Lease Premises. Lessee shall, at all times
during the term of this Lease and without any cost or expense to Lessor, keep and maintain the Lease Premises, including all
Improvements, in good order and repair and in a clean, safe, sanitary, and orderly condition.
(2) Lessee shall make, or cause to be made, any Repairs which may be required by any Regulatory Agency. Lessee shall observe
and comply with, any law, statute, ordinance, plan, regulation, resolution, or policy applicable to the Lease Premises in making
such Repairs. All work shall be performed with reasonable diligence, completed within a reasonable time, and performed at the
sole cost and expense of Lessee.
(3) Lessee expressly accepts the Lease Premises "as is" and expressly acknowledges that:
(i) Lessor has made no representations or warranties as to the suitability of the Lease Premises for any Improvements.
Lessee shall conduct all tests necessary to determine the suitability of the Lease Premises for any proposed use or
Improvements authorized: and
(ii) Lessor has made no representations or warranties as to the quality or value of any Improvements found on the Lease
Premises, or of their conformity to any applicable building codes, zoning ordinances, or other regulations. Lessee agrees to
inspect any preexisting Improvements at its own cost to determine whether such Improvements are safe and suitable for the
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Lessee's intended use; and
(iii) Lessee shall neither be entitled to any reduction in rent, nor any extension of the terms of this Lease because of damage
to or destruction of any Improvements on the Lease Premises.
(iv) Lessee and Lessor agree that any Improvements on the Lease Premises constitute the personal property of Lessee and
that fixture law does not apply.
(4) In the event that the Lease Premises is partly, or in whole, comprised of tidal, submerged, or waterfront property, Lessee
expressly accepts the hazards involved in using or improving such lands. Lessor is not responsible for, and Lessee shall not be
reimbursed for nor receive any offset of rent for, any damages or reduced use of the Lease Premises caused by: local or invasive
flora or fauna, flooding, erosion, sea level rise, storms, freezing, inclement weather of any kind, acts of god, maintenance or
failure of protective structures, and any other such hazards.
(d) Additions, Alterations, and Removal
No Improvements other than those expressly authorized in this Lease shall be constructed by the Lessee on the Lease Premises
without the prior written consent of Lessor. Any Additions or Alterations are expressly prohibited. Lessee is also prohibited from
any Additions or Alterations which cause a material change to the environmental impact on or around the Lease Premises.
(e) Enjoyment
This Lease is non - exclusive, and is subject to the provisions of Section 3, Paragraph 6 below. Lessee shall have the right to
exclude persons from the Lease Premises only when their presence or activity constitutes a material interference with Lessee's use
and enjoyment of the Lease Premises.
(f) Discrimination
Lessee, in its use of the Lease Premises, shall not discriminate against any person or class of persons on any basis protected by
federal, state, or local law, including: race, color, creed, religion, national origin, sex, sexual orientation, gender identity, age,
marital /parental status, veteran status, or disability.
(g) Residential Use
Unless otherwise provided for in this Lease, no portion of the Lease Premises shall be used as a location for a- Residence, for
the purpose of mooring or maintaining a structure which is used as a Residence, or for Residential Uses.
(h) Commercial Use
Unless otherwise provided for in this Lease, the Lease Premises is to be used by Lessee and Lessee's invitees or guests only.
Use of the Lease Premises for commercial purposes; conducting a business, whether for profit or otherwise; and any subleasing,
rental, or'any transaction whereby Lessee directly or indirectly receives compensation from a third party in exchange for use of
the Lease Premises shall constitute an immediate Default of this lease with no cure period.
6. RESERVATIONS, ENCUMBRANCES, AND RIGHTS -OF -WAY
(a) Reservations
(1) Lessor expressly reserves all natural resources in or on the Lease Premises, including but not limited to timber, minerals,
and geothermal resources as defined under Public Resources Code sections 6401, 6407, and 6903, respectively; the right to
grant and transfer the same; as well as the right to grant leases in and over the Lease Premises which may be necessary or
convenient for the extraction of such natural resources. Such leasing shall be neither inconsistent not incompatible with the
rights or privileges of Lessee under this Lease.
(2) Lessor expressly reserves a right to go on the Lease Premises and all Improvements for any purposes associated with this
Lease or for carrying out any function required by law, or the rules, regulations, or management policies of the State Lands
Commission. Lessor shall have a right of reasonable access to the Lease Premises across Lessee owned or occupied lands
adjacent to the Lease Premises for any purpose associated with this Lease.
(3) Lessor expressly reserves to the public an easement for convenient access across the Lease Premises to other State -owned
lands located near or adjacent to the Lease Premises and a right of reasonable passage across and along any right -of -way granted
by this Lease; however, such easement or right-of-way shall be neither inconsistent nor incompatible with the rights or privileges
of Lessee under this Lease.
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(4) Lessor expressly reserves the right to lease, convey, or encumber the Lease Premises, in whole or in part, during the Lease
term for any purpose not inconsistent or incompatible with the rights or privileges of Lessee under this Lease.
(b) Encumbrances
The Lease Premises may be subject to pre - existing contracts, leases, licenses, easements, encumbrances, and claims and is
made without warranty by Lessor of title, condition, or fitness of the land for the stated or intended purpose.
7. RULES, REGULATIONS, AND TAXES
(a) Lessee shall comply with and be bound by all presently existing or subsequently enacted rules, regulations, statutes or ordinances
of the State Lands Commission or any Regulatory Agency. Occupancy or use of the Lease Premises provides no exemption from
applicable regulations including, but not limited to, federal, state, county and local regulations, regulations promoting public health,
safety, or welfare, building codes, zoning ordinances, and sanitation regulations. Lessee expressly acknowledges that Regulatory
Agencies have jurisdiction over the Lease Premises unless such laws are in direct conflict with state law or public trust principles.
(b) Lessee understands and agrees that a necessary condition for the granting and continued existence of this Lease is that Lessee
obtains and maintains all permits or other entitlements. Lessee expressly acknowledges that issuance of this Lease does not
substitute for, or provide preference in obtaining authorizations from other Regulatory Agencies.
(c) Taxes
(1) In addition to the rent due under this Lease, Lessee accepts responsibility for and shall pay any and all real and personal
property taxes, including possessory interest taxes, assessments, special assessments, user, fees, service charges, and other
charges of any description levied, imposed on, assessed, or associated with the leasehold interest, Improvements on the Lease
Premises, any business or activity occurring on the Lease Premises, the Lease Premises itself, or any portion thereof, levied by
any governmental agency or entity. Such payment shall not reduce rent due Lessor under this Lease and Lessor shall have no
liability for such payment.
(2) In the event that this Lease commences, terminates or expires during a tax year, Lessee shall pay the taxes for the period of
such year during which this Lease was in effect.
(3) Any and all taxes and assessments and installments of taxes and assessments required to be paid by Lessee under this Lease
shall be paid when due and the official and original receipt for the payment of such tax, assessment, or installment shall be
delivered to Lessor upon request..
(4) Lessee shall indemnify and hold Lessor, the Lease Premises, and any Improvements now or hereafter located thereon, free
and harmless from any liability, loss, or Damages resulting from any taxes, assessments, or other charges required by this Lease
to be paid by Lessee and from all interest, penalties, and other sums imposed thereon and from any sales or other proceedings to
enforce collection of any such taxes, assessments, or other charges.
8. INDEMNITY
(a) Lessee's use of the Lease Premises and any Improvements thereon is at Lessee's sole and exclusive risk.
(b) In addition to any other obligation to indemnify Lessor as otherwise provided in this Lease, except to the extent caused by the
sole negligence and /or willful misconduct of the Lessor, Lessee shall indemnify, hold harmless, and, at the option of Lessor, defend
Lessor, its officers, agents, and employees from any and all Damages resulting from Lessee's occupation and use of the Lease
Premises. Lessee shall reimburse Lessor in full for all reasonable costs and attorneys' fees, specifically including, without limitation,
any Damages arising by reason of. (1) The issuance, enjoyment, interpretation, Breach, or Default of this Lease; (2) The challenge
to or defense of any environmental review upon which the issuance of this Lease is based; (3) The death or injury of any person, or
damage to or destruction of any property from any cause whatever in any way connected with the Lease Premises, or with any of the
Improvements or personal property on the Lease Premises; (4) The condition of the Lease Premises, or Improvements on the Lease
Premises; (5) An act or omission on the Lease Premises by Lessee or any person in, on, or about the Lease Premises; (6) Any work
performed on the Lease Premises or material furnished to the Lease Premises; (7) Lessee's failure to comply with any material legal
or other requirement validly imposed on Lessee or the Lease Premises by a Regulatory Agency.
(c) The reimbursement provisions of this Paragraph 8 shall not apply to any claims, litigation, or other actions which maybe brought
by either Lessee or Lessor against each other.
(d) Nothing in this paragraph shall be construed as requiring that Lessor defend itself against all or any aspect of any challenge to
this Lease or any associated environmental review. However, Lessee may take whatever legal action is available to it to defend this
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Lease or any associated environmental review against any challenge by a third party, whether or not Lessor chooses to raise a defense
against such a challenge.
(e) Lessee shall notify Lessor immediately in case of any accident, injury, or casualty on the Lease Premises.
9. INSURANCE
(a) Lessee shall obtain and maintain in full force and effect during the term of this Lease comprehensive general liability insurance
and property damage insurance, with such coverage and limits as may be reasonably requested by Lessor from time to time, but in
no event for less than the sum(s) specified against any and all claims or liability arising out of the ownership, use, occupancy,
condition, or maintenance of the Lease Premises and all Improvements.
(b) The insurance policy shall identify the Lease by its assigned number. The specific Improvements shall also be generally
identified, as well as their location on state owned property. The coverage provided shall be primary and non - contributing. Lessee
shall keep such policy current. Lessor shall be named as a "certificate holder" andlor an "additional interest" on the policy. Lessee
shall provide Lessor with a current certificate of insurance at all times. At Lessor's request, Lessee shall provide a full copy of the
current insurance policy, along with any and all endorsements or other such documents affecting the coverage. Lessor will not be
responsible for any premiums or other assessments on the policy.
(c) The insurance coverage specified in this Lease shall be in effect at all times during the Lease term and subsequently until Lessor
has either accepted all of the Lease Premises as improved or restored by Lessee as provided elsewhere in this Lease. Lessee shall
notify Lessor within five (5) business days if the insurance is canceled for any reason.
10. SURETY BOND
(a) When required by Section I of this Lease, Lessee shall provide a surety bond or other security device acceptable to Lessor, for the
specified amount, and naming the State of California, California State Lands Commission as the assured, to guarantee to Lessor the
faithful observance and performance by Lessee of all of the terms, covenants, and conditions of this Lease.
(b) Lessor may require an increase in the amount of the surety bond or other security device to cover any additionally authorized
Improvements, any modification of consideration, or to provide for inflation or other increased need for security. The surety bond or
other security device maybe increased on each fifth anniversary of the beginning date of this Lease. Should Lessor fail to exercise such
right effective on any fifth anniversary, it may do so effective on any one (1) of the next four (4) anniversaries following such fifth
anniversary without prejudice to its right to effect such modification on the next or any succeeding fifth anniversary. No such
modification shall become effective unless Lessee is given at least thirty (30) days' notice prior to the date of the Commission meeting
wherein the modification of the bond or security is considered, or thirty (30) days' notice prior to the effective date of the increase,
whichever provides more notice.
(c) The surety bond or other security device shall be maintained in full force and effect at all times during the Lease term and
subsequently until Lessor has either accepted all of the Lease Premises as improved or restored by Lessee as provided elsewhere in
this Lease. Lessee must first seek approval of Lessor before changing the type of security device used, or the bond holder.
11. ASSIGN'MEN'T, ENCUMBRANCING OR SUBLETTING
(a) Lessee shall not either voluntarily or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease
and shall not sublet the Lease Premises, in whole or in part, or allow any person other than the Lessee's employees, agents, servants
and invitees to occupy or use all or any portion of the Lease Premises without the prior written consent of Lessor, which consent shall
not be unreasonably withheld:
(1) Notwithstanding the foregoing prohibition against transfer and assignment, the Lease may be transferred by Lessee if the
transfer is caused by the death of a spouse and the full interest of the deceased spouse is transferred to a surviving spouse; or the
transfer is caused by the dissolution of the marriage of Lessee and the full interest of one of the spouses is transferred to the other
spouse. In the event of such a transfer, Lessor shall be notified in writing within 30 days of the transfer.
(2) Notice to Lessor of Successor Trustee(s): In the event this Lease is held in trust, and the Lessee is a trustee thereof, the
substitution or succession of a new trustee shall not be an assignment or transfer for the purposes of this Paragraph. Lessee (and
by operation of law, any successor trustee) agrees to provide prompt notice to Lessor of any succession or substitution of trustee
in accordance with Paragraph 16(c) of General Provisions, no later than sixty (60) days after the named trustee as appears on the
face of this Lease becomes unable or ceases to serve as trustee for any reason.
(b) The following shall be deemed to be an assignment or transfer within the meaning of this Lease:
(I ) If Lessee is a business entity, any dissolution, merger, consolidation or other reorganization of Lessee, or the sale or other
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transfer of substantially all the assets of Lessee. If Lessee is a publicly traded entity, transfers of interests in Lessee shall not
constitute an assignment requiring the consent of Lessor.
(2) If Lessee is a partnership, a transfer of any interest of a general partner, a withdrawal of any general partner from the
partnership, or the dissolution of the partnership.
(c) If this Lease is for sovereign lands appurtenant to adjoining littoral or riparian land, Lessee shall not transfer or assign its ownership
interest.or use rights in such adjoining lands separately from the leasehold rights granted herein without the prior written consent of
Lessor.
(d) If Lessee desires to assign, sublet, encumber or otherwise transfer all or any portion of the Lease Premises, Lessee shall do all of
the following:
(1) Give not less than 90 days' prior written notice to Lessor,
(2) Provide the name, complete business organization, operational structure, and formation documents of the proposed
assignee, sublessee, secured third party, or other transferee; and the nature of the use of and interest in the Lease Premises
proposed by the assignee, sublessee, secured third party or other transferee.
(3) Provide the terms and conditions of the proposed assignment, sublease, or encumbrance or other transfer;
(4) Provide audited financial statements for the two most recently completed fiscal years of the proposed assignee, sublessee,
secured party or other transferee; and provide pro forma financial statements showing the projected income, expense and
financial condition resulting from use of the Lease Premises; and
(5) Provide such additional or supplemental information as Lessor may reasonably request concerning the proposed assignee,
sublessee, secured party or other transferee.
(6) Lessor will evaluate proposed assignees, sublessees, secured third parties and other transferees and grant approval or
disapproval according to standards of commercial reasonableness considering the following factors within the context of the
proposed use: the proposed party's financial strength and reliability, their business experience and expertise, their personal and
business reputation, their managerial and operational skills, their proposed use and projected rental, as well as other relevant
factors.
(e) Lessor shall have a reasonable period of time from the receipt of all documents and other information required under this provision
to grant or deny its approval of the proposed party. Lessor may reevaluate the rent, insurance and /or bond provisions of this Lease,
and may condition its approval of the proposed assignment, sublease, hypothecation, mortgage, or other transfer on the party's
acceptance of the new terms. Lessee's rights stated in this paragraph shall apply regardless of whether the proposed transfer coincides
with a regular rent review period as stated in Section 3 Paragraph 3(c) above.
(f) Lessee's mortgage or hypothecation of this Lease, if approved by Lessor, shall be subject to terms and conditions imposed by a
separately negotiated encumbrancing agreement.
(g) Upon the express written assumption of all obligations and duties under this Lease by an assignee approved by Lessor, the Lessee
may be released from all liability under this Lease arising after the effective date of assignment and not associated with Lessee's use,
possession or occupation of or activities on the Lease Premises; except as to any hazardous wastes, substances or materials as defined
under federal, state or local law, regulation, or ordinance manufactured, generated, used, placed, disposed, stored or transported on
the Lease Premises during Lessee's tenancy.
(h) If the Lessee files a petition or an order for relief is entered against Lessee, under Chapters 7, 9, 11 or 13 of the Bankruptcy Code
(I 1 USC Sect. 101, or seq.) then the trustee or debtor -in- possession must elect to assume or reject this Lease within sixty (60) days
after filing of the petition or appointment of the trustee, or the Lease shall be deemed to have been rejected, and Lessor shall be entitled
to immediate possession of the Lease Premises. No assumption or assignment of this Lease shall be effective unless it is in writing
and unless the trustee or debtor -in- possession has cured all Defaults under this Lease (monetary and non - monetary) or has provided
Lessor with adequate assurances (1) that within ten (10) days from the date of such assumption or assignment, all monetary Defaults
under this Lease will be cured; and (2) that within thirty (30) days from the date of such assumption, all non - monetary Defaults
under this Lease will be cured; and (3) that all provisions of this Lease will be satisfactorily performed in the future.
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(i) In the event of any transfer or assignment, under this Paragraph I 1 or by any other means authorized by this Lease, the Lease
terms shall be for the remaining years existing on the Lease prior to the transfer or assignment. A transfer or assignment shall not
extend the term of this Lease.
12. DEFAULT AND REMEDIES
(a) Default
The occurrence of any one or more of the following events shall immediately and without further notice constitute a Default
of this Lease:
(1) Lessee's failure to make any payment of rent, royalty, or other consideration as required under this Lease; or
(2) Lessee's failure to obtain or maintain liability insurance or a surety bond or other security device as required under this
Lease; or
(3) Lessee's abandonment of the Lease Premises (including the covenant for continuous use as provided for in Paragraph 5(b))
during the Lease term; or
(4) Lessee's failure to obtain and maintain all necessary governmental permits or other entitlements; or
(5) The maintenance of the Lease Premises in violation of, or failure to comply with, any applicable provisions of any
Regulatory Agency, Environmental Law, or maintenance of the Lease Premises in a condition constituting nuisance; or
(6) Lessee's Failure to commence to construct and to complete construction of the improvements authorized by this Lease
within the time limits specified in this Lease.
(7) Lessee is found to sublet or otherwise surrender daily management and control of the Lease Premises to a third party
without the knowledge, expressed written consent or authorization of the Lessor.
(b) Lessee's failure to observe or perform any other term, covenant, or condition of this Lease when such failure shall continue for
a period of thirty (30) days after Lessor's giving written notice shall constitute a Default of this lease. However, if the nature of
Lessee's Default under this paragraph is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall
not be deemed to be in Default if Lessee commences such cure within such thirty (30) day period and diligently proceeds with such
cure to completion. -
(c) Should Lessee Breach any term, covenant, or condition of this Lease under Paragraph 12(b) above three (3) times in any three
hundred and sixty-five (365) day period, the third Breach will be a Default under this Lease and Lessor will be entitled to immediately
terminate this Lease, and take other appropriate action. Lessor will provide written notice of each Breach as provided above, and
provide written notice that future Breaches will constitute immediate Default with no cure period.
(d) Remedies
In the event of a Default by Lessee and Lessee's failure to cure such Default if such a cure period is applicable, Lessor may
at any time and with or without notice do any one or more of the following in addition to any rights or remedies permitted by law:
(1) Re -enter the Lease Premises, remove all persons and property, and repossess and enjoy such premises; or
(2) Terminate this Lease and Lessee's right of possession of the Lease Premises by any lawful means. The termination shall .
not relieve Lessee of any obligation, monetary or otherwise, which has accrued prior to the date of termination. Such
termination shall be effective upon Lessor's giving written notice and upon Lessee's receipt of such notice. Lessee shall
immediately surrender possession of the Lease Premises to Lessor. Lessor shall be entitled to recover from Lessee all amounts
to which Lessor is entitled pursuant to Section 1951.2 of the California Civil Code, or any other provision of law, including
any necessary Repair, renovation, alteration, remediation, or removal of Improvements; or
(3) Maintain this Lease in full force and effect and recover any rent, royalty, or other consideration as it becomes due without
terminating Lessee's right of possession regardless of whether Lessee shall have abandoned the Lease Premises, subject to the
conditions imposed by Cal. Civil Code § 1951.2; or
(4) Exercise any other right or remedy which Lessor may have at law or equity.
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(e) Determination of Rental Value
If rent under this Lease is calculated as a percentage of Lessee's income attributable to the Lease Premises and Lessee
abandons the Lease Premises during some or all of the applicable period, then the reasonable rental value shall be the percentage
of proceeds Lessor would have received had Lessee operated the Lease Premises in the usual and customary manner.
(f) Waiver of Rights
The failure or delay of either party to exercise any right or remedy shall not be construed as a waiver of such right or remedy
or any Breach by the other party. Lessor's acceptance of any rent shall not be considered a waiver of any preexisting Breach by
Lessee other than the failure to pay the particular rent accepted regardless of Lessor's knowledge of the preexisting Breach at
the time rent is accepted.
13. RESTORATION OF LEASE PREMISES AND ENVIRONMENTAL MATTERS
(a) Restoration of Lease Premises
(1) Upon expiration or sooner termination of this Lease, Lessee must immediately surrender possession of the Lease Premises
to Lessor. Prior to the time of surrender, Lessee must remove all or any Improvements together with the debris and all parts
of any such Improvements at its sole expense and risk, regardless of whether Lessee actually constructed or placed the
Improvements on the Lease Premises; or Lessor, at its sole and absolute discretion, may itself remove or have removed all or
any portion of such Improvements at Lessee's sole expense. Lessor may waive all or any part of this obligation in its sole
discretion if doing so is in the best interests of the State.
(2) As a separate and related obligation, Lessee shall restore the Lease Premises as nearly as possible to the conditions existing
prior to the installation or construction of any Improvements. For purposes of this Lease, restoration includes removal of any
landscaping; removal of any Hazardous Materials; and to the extent possible, undoing any grading, fill, excavation, or similar
alterations of the natural features of the Lease Premises. Lessor may waive all or any part of this obligation in its sole and
absolute discretion.
(3) Unless otherwise provided for in this Lease, Lessee shall submit to Lessor no later than one (1) year prior to the expiration
of this Lease either: (a) an application and minimum expense deposit for a new lease for the continued use of the Lease Premises,
or (b) a plan for the restoration of the Lease Premises to be completed prior to the expiration of the lease term together with a
timeline for obtaining all necessary permits and conducting the work prior to the expiration of this Lease.
(4) In removing any or all Improvements, or conducting any restoration work, Lessee shall be required to obtain any permits or
other governmental approvals as may then be required by any Regulatory Agency, including, without limitation, any
Environmental Law.
(5) Lessor may, upon written notice, in its sole and absolute discretion, accept title to any or all Improvements at the termination
of this Lease. Lessor shall notify Lessee that Lessor intends to take title to any or all Improvements within six (6) months of
Lessee submitting a plan for restoration under Paragraph 13(a)(3)(b) above. If Lessor elects to take title to any such
Improvements, Lessee shall deliver to Lessor such documentation as may be necessary to convey title to such Improvements
to Lessor free and clear of any liens, mortgages, loans, or any other encumbrances. Lessor shall not pay, and Lessee shall not
be entitled to compensation for Lessor's taking title to such property.
(b) Environmental Matters
(1) Lessee's Obligations:
(i) Lessee will not use, occupy, or permit any portion of the Lease Premises to be used or occupied in violation of any
Environmental Law. Lessee shall not manufacture or generate or store Hazardous Material on the Lease Premises unless
specifically authorized under other terms of this Lease.
(ii) Lessee shall practice conservation of water, energy, and other natural resources.
(iii) Lessee shall notify Lessor and the appropriate governmental emergency response agency, or agencies immediately in
the event of any release or threatened release of any Hazardous Material.
(2) Lessor may at any time during the Lease term require Lessee to conduct at its own expense and by a contractor approved by
Lessor an independent environmental site assessment.or inspection for the presence or suspected presence of Hazardous
Material generated, used, placed, disposed, stored, or transported on the Lease Premises during the term of the Lease. Lessee
Form51.16 (Rev. 10/14)
Page 15 of 18 Pages
shall provide the results of the assessment or inspection to Lessor and the appropriate governmental response agency or agencies
and shall further be responsible for removing or taking other appropriate remedial action regarding such Hazardous Material in
accordance with applicable Environmental Law.
(3) Environmental Indemnity.
Lessee shall indemnify, defend, and hold Lessor and Lessor's, officer, appointees, volunteers, employees, agents,
successors and assigns free and harmless from and against all Damages that may at any time be imposed upon, incurred by, or
asserted or awarded against Lessor in connection with or arising from any Breach of Lessee's obligations hereunder; or out of
any violation by Lessee of any Environmental Law; or resulting in the imposition of any lien or claim for the recovery of any
costs for environmental cleanup or other response costs relating to the release or threatened release of Hazardous Materials on
the Lease Premises during the Lessee's tenancy. This obligation shall include any prior leases between Lessor and Lessee and
will continue through any periods Lessee is in holdover, unlawful detainer, or any subsequent month - to-month tenancies created
by operation of law. Lessee's obligations hereunder will survive the expiration or sooner termination of this Lease. .
(4) Violation of this section shall constitute grounds for termination of the Lease. Lessor, shall notify Lessee when, in Lessor's
opinion, Lessee has violated the provisions of this section. Lessee shall immediately discontinue the conduct and respond within
five (5) business days. Lessee shall take all measures necessary to remedy the condition.
14. QUITCLAIM
Lessee shall, upon the early termination of this Lease and at Lessor's request, execute and deliver to Lessor in a form provided by
Lessor a good and sufficient release of all rights under this Lease. Should Lessee fail or refuse to deliver such a release, Lessor may
record a written notice reciting such failure or refusal. This written notice shall, from the date of its recordation, be conclusive
evidence against Lessee of the termination of this Lease and all other claimants.
15. HOLDING -OVER
(a) This Lease shall terminate without further notice upon the expiration of the term of this Lease. Lessee shall have removed any
Improvements and completed any restoration as required by Lessor prior to the expiration of this Lease, and shall surrender
possession of the Lease Premises. Any failure by the Lessee to remove Improvements, restore the Lease Premises, and/or surrender
possession of the Lease Premises at the expiration or sooner termination of this Lease shall not constitute a renewal or extension
and shall not give Lessee any rights in or to the Lease Premises or any part thereof except as expressly provided in this Lease. Lessee
shall be deemed in unlawful detainer of the Lease Premises and Lessor shall be entitled to all resulting legal remedies.
(b) Lessor may, in its sole discretion, choose to accept Rent for the Lease Premises instead of immediately taking legal action to
recover possession of the Lease Premises. Any tenancy created by operation of law on Lessor's acceptance of rent shall be deemed
a month-to -month tenancy regardless of what sum or sums Lessee delivers to Lessor. Except as set forth below, any subsequent
tenancy created in this manner shall be on the same terms, covenants, and conditions set forth in this Lease insofar as such terms,
covenants, and conditions can be applicable to a month -to -month tenancy
(c) In recognition of the increased accounting, land management, and supervisory staff time required for month -to -month tenancies,
the rent for each month or any portion thereof during such holdover period may be an amount equal to one hundred fifty percent
(150%) of one - twelfth (1/12) of the total compensation for the most recent year paid. In the event this Lease does not require
monetary compensation, Lessor shall have the right to establish rent based on the fair market value of the Lease Premises. The
month - to-month tenancy may be terminated by Lessee or Lessor upon thirty (30) calendar days' prior written notice to the other.
16. ADDITIONAL PROVISIONS
(a) Waiver
(1) No term, covenant, or condition of this Lease and no omission, neglect, Default or Breach of any such term, covenant or
condition shall be deemed to have been waived by Lessor's acceptance of a late or nonconforming performance or otherwise,
unless such a waiver is expressly acknowledged by Lessor in writing. No delay or omission of Lessor to exercise any right or
power arising from any omission, neglect, Default or Breach of term, covenant, or condition of this Lease shall be construed as
a waiver or any acquiescence therein.
(2) Any such waiver shall not be deemed to be a waiver of any other term, covenant or condition; of any successive Breaches
of the same term, covenant, or condition; or of any other Default or Breach of any term, covenant or condition of this Lease.
(b) Time
Time is of the essence for this Lease and each and all of its terms, covenants or conditions in which performance is a factor.
Form51.16 (Rev. 10/14)
Page 16 of 18 Pages
(c) Notice
All notices required to be given under this Lease shall be given in writing, sent by U.S. Mail with postage prepaid, to Lessor at
the offices of the State Lands Commission and the Lessee at the address specified in this Lease. Lessee shall give Lessor notice of
any change in its name or address.
(d) Consent
Where Lessor's consent is required under this Lease its consent for one transaction or event shall not be deemed to be a consent
to any subsequent occurrence of the same or any other transaction or event.
(e) Changes
This Lease may be terminated and its term, covenants, and conditions amended, revised, or supplemented only by mutual written
agreement of the parties.
(1) Successors
The terms, covenants, and conditions of this Lease shall extend to and be binding upon and inure to the benefit of the heirs,
successors, and assigns of the respective parties.
(g) Joint and Several Obligation
If more than one Lessee is a party to this Lease, the obligations of the Lessees shall bejoint and several.
(h) Captions
The section and paragraph captions used in this Lease are for the convenience of the parties. The captions are not controlling
and shall have no effect upon the construction or interpretation of this Lease.
(i) Severability
If any term, covenant or condition of this Lease is determined by a court of competent jurisdiction to be invalid or unenforceable,
the remainder of this Lease shall not be affected thereby, and each term and provision of this Lease shall remain valid and enforceable
to the fullest extent permitted by law.
(j) Representations
Lessee agrees that no representations have been made by Lessor or by any person or agent acting for Lessor. Lessor and Lessee
agree and acknowledge that this document contains the entire agreement of the parties, that there are no verbal agreements,
representations, warranties or other understandings affecting this Lease, and Lessor and Lessee, as a material part of the consideration
of this Lease, waive all claims against the other for rescission, damages, or otherwise by reason of any alleged covenant, agreement or
understanding not contained in this Lease.
(k) Gender and Plurality
In this Lease, the masculine gender includes both the feminine and neuter, and the singular number includes the plural whenever
the context so requires.
(1) Survival of Certain Covenants
All covenants pertaining to bond, insurance, indemnification, restoration obligations, Breach, Default, and remedies shall
survive the expiration or earlier termination of this Lease until Lessee has fulfilled all obligations to restore the Lease Premises as
required by this Lease.
(m) Counterparts
This agreement may be executed in any number of counterparts and by different parties in separate counterparts. Each
counterpart when so executed shall be deemed to be an original and all of which together shall constitute one and the same
agreement.
(n) Delegation of Authority
Lessor and Lessee acknowledge Lessor as defined herein includes the Commission Members, their alternates or designees, and
the staff of the Commission. The ability of staff of the Commission to give consent, or take other discretionary actions described
herein will be as described in the then- current delegation of authority to Commission staff. All other powers are reserved to the
Commission.
Form51.16 (Rev. 10114)
Page 17 of 18 Pages
STATE OF CALIFORNIA- STATE LANDS COMMISSION
LEASE NO. PRC 3792.1
This Lease shall become effective only when approved by and executed on behalf of the State Lands
Commission of the State of California and a duly executed copy has been delivered to Lessee. The submission of
this Lease by Lessor, its agent, or representative for examination by Lessee does not constitute an option or offer
to lease the Lease Premises upon the terms and conditions contained herein, or a reservation of the Lease Premises
in favor of Lessee. Lessee's submission of an executed copy of this Lease to Lessor shall constitute an offer to
Lessor to lease the Lease Premises on the terms and conditions set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date hereafter affixed.
LESSEE:
CITY OF SEAL BEACH
In
Ingram, City
By:
Robin L. Roberts, City C p
Approved as rm: O94N
By:
Craig A. Steele, City Attorney
ATTACH NOTARY ACKNOWLEDGMENT
LESSOR:
STATE OF CALIFORNIA
STATE LANDS COMMISSION
M
Robert Brian Bugsch
Chief, Land Management Division
Date:
Execution of this document was authorized by
the California State Lands Commission on
Page 18 of 18 Pages
(Month Day Year)
Form51.16 (Rev. 10114)
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual
who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California
County of Ort\(4 )
On I 0 Y '11 7� 0 before me,-/��ln _L )1n O( ant
(insert name and title of the officer)
personally appeared l C f \
who proved to me on the basis of satisfactory evidence to he person ) whose name() is /a;e.
subscribed to the within instrument and acknowledged to me that he/she /t4ey executed the same in
-his /her /tMaic authorized capacity(les)„ and that by+tis /her /their signature(N on the instrument the
personN), or the entity upon behalf of which the personN acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal. ROBIN LYNN ROBERTS
Z COMM. #2078186 Z
¢ Notary Public - California a
Z Orange County °-
Comm. ins !g. 2018
Signatur /Y1 (Seal)
EXHIBIT A
PRC 3792.1
LAND DESCRIPTION
A parcel of tide and submerged land, land situate in the bed of San Pedro Bay, lying adjacent
to protracted Section 14, T5S, R12W, SBM as shown on the Official Township Plat, approved
April 7, 1914, Orange County, State of California, and more particularly described as follows:
COMMENCING at the southeast comer of Tract No. 1 in the City of Seal Beach,
County of Orange, State of California, said corner being the intersection of the
northeast line of Electric Avenue with the southern line of Seal Way as shown
upon the map of said Tract No. 1, recorded in Book 9 of Miscellaneous Maps at
Page 1, Orange County Records; thence continuing southwesterly along the
southern line of Seal Way as shown on said map to a point which`bears easterly
along said line N 77 °28'25" E 210.68 feet from the intersection of the southerly
prolongation of the centerline of Neptune Avenue and the southern line of Seal
Way, said point being the POINT OF BEGINNING; thence continuing westerly
along the southern. line of Seal Way as shown on said map to the westerly
boundary of Tract No. 1; thence northwesterly from said point in a direct line
3,584.36 feet more or less to an intersection with the southwesterly prolongation
of the centerline of Third Street in the City of Seal Beach as said street is shown
upon the map of Tract No. 2, recorded in Book 9 of Miscellaneous Maps at Page
3, records of said county, at a point located 255.5 feet southwesterly from the
southwest line of Ocean Blvd.; thence continuing northwesterly along the
prolongation of the foregoing course 590.18 feet more or less to the intersection
with the southwesterly prolongation of the southeasterly line of First Street (60
feet wide) as shown upon the map of Bay City, recorded in Book 3 of
Miscellaneous Maps at Page 19; thence northeasterly along said line of First
Street to a point distant 273.93 feet southwesterly from the southwest line of
Ocean Blvd.; thence N 58 °54' W, 55.32 feet; thence N 22 °51' W, 366.64 feet;
thence S 18 °23'53" W, 124.63 feet; thence S 28 025'47" W, 409.83 feet; thence
S 31 °34'48" W. 209.45 feet; thence S 26 °05'00" W, 274.99 feet; thence
S 19 000'57" W, 195.60 feet; thence S 03 °07'08" W, 1177.32 feet; thence
S 58 °43'00" E, 4428.06 feet more or less to an intersection with southwesterly
prolongation of the initial course in the description of Parcel 2, as described in
the Second Amended Complaint in Condemnation, No. 3436 -RJ Civil; United
State of America, Plaintiff, vs. 4,783 acres of land, more or less, in Orange
County, State of California, et al, filed in the District Court of the United States in
and for the Southern District of California, Central Division; thence
Page I 1 of 2
northeasterly along said southwesterly prolongation to the POINT OF
BEGINNING.
END OF DESCRIPTION
Revised M5116 by the California State Lands Commission Boundary Unit
Revised description based on the (Parcel 1} description found in lease file PRC 2777.1 (W.O.
6568) executed June 22, 1976.
Page 12 of 2
rvo sc SITE
MAfNTENANGE:
-dt STORAGE
YARD a:
:ISEGATL i
` a *a; Z
. App
1ST ST.
�. PARKING -
O,ePICNtG. LOT
LEASE.�
I ESTAURAW:
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PILE 1�
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I JEP
C'}Dy�
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SEAL BEACH
NO SCALE LOCATION
Exhibit B
SEAL MACH N '
'CITY OF SEAL BEACH
uni er i c n N .i i r _ l_ .- ._
GENERAL LEASE -
t
PUBLdC.AGENCY USE
t L i i�
4R:4:VGECfJUVTY
Slip PEDRO l
BAY
F ho 1`
t
MAP SOURCE: USGS QUAD
I
This EshibiL is solely for purposes of generally defining the lease promises. is
based on unverified information provided by the Lcsscc or other parties and is
not intended to be. nor shall it be construed as. a waiver or limitation of any State
interest in the subject or any other property,
SITE
w an��•i a
EXHIBIT C -1
PRC 3792.1
SUBLEASE
STATE OF CALIFORNIA
STATE LANDS COMMISSION
Pursuant to Commission Minute Item No. dated, February 27, 2018, the herein sublease
between, City of Seal Beach and DCOR, LLC, under a portion of State Lease PRC No. 3792. 1, is
hereby approved. Such approval (1) does not bind the State Lands Commission to the terms and
conditions of the sublease in any way; (2) is conditional upon the parties of the sublease fully
complying with the terms and conditions of State Lease No. PRC 3792.1; and (3) unless
amended, this endorsement is only valid as long as there is a valid lease in place between the
State Lands Commission and the City of Seal Beach for the subject property.
BY:_
BRIAN BUOSCH
Chief Land Management Division
EXHIBIT C -2
PRC 3792.1
SUBLEASE
ENDORSEMENT
STATE OF CALIFORNIA
STATE LANDS COWbUSSION
Pursuant to Commission Minute Item No. dated, February 27, 2018, the herein sublease
between, City of Seal Beach and SoCal Holdings, LLC, under a portion of State Lease PRC No.
3792. 1, is hereby approved. Such approval (1) does not bind the State Lands Commission to the
terms and conditions of the sublease in any way; (2) is conditional upon the parties of the
sublease fully complying with the terms and conditions of State Lease No. PRC 3792.1; and (3)
unless amended, this endorsement is only valid as long as there is a valid lease in place between
the State Lands Commission and the City of Seal Beach for the subject property.
BY:
BRIAN BUGSCH
Chief Land Management Division
WAeU
PRC 3792.1
SUBLEASE
ENDORSEMENT
STATE OF CALIFORNIA
STATE LANDS COMIVHSSI(
Pursuant to Commission Minute Item No. dated, February 27, 2018, the herein sublease
between, City of Seal Beach and Bay City LLC, under a portion of State Lease PRC No. 3792.1,
is hereby approved. Such approval (1) does not bind the State Lands Commission to the terms
and conditions of the sublease in any way; (2) is conditional upon the parties of the sublease fully
complying with the terms and conditions of State Lease No. PRC 3792.1; and (3) unless
amended, this endorsement is only valid as long as there is a valid lease in place between the
State Lands Commission and the City of Seal Beach for the subject property.
BY:
BRIAN BUGSCH
Chief Land Management Division
EXHIBIT C -4.
PRC 3792.1
SUBLEASE
ENDORSEMENT
STATE OF CALIFORNIA
STATE LANDS CONMSSION
Pursuant to Commission Minute Item No. dated, February 27, 2018, the herein sublease
between, City of Seal Beach and ABM Parking Services, under a portion of State Lease PRC No.
3792.1, is hereby approved. Such approval (1) does not bind the State Lands Commission to the
terms and conditions of the sublease in any way; (2) is conditional upon the parties of the
sublease fully complying with the terms and conditions of State Lease No. PRC 3792.1; and (3)
unless amended, this endorsement is only valid as long as there is a valid lease in place between
the State Lands Commission and the City of Seal Beach for the subject property.
BY:
BRIAN BUGSCH
Chief Land Management Division
Exhibit D — Reimbursement Agreement
STATE OF CALIFORNIA
STANDARD AGREEMENT
STD.213 (new 06/03)
REGISTRATION NUMBER
1. This Agreement is entered into between the State Agency and the Contractor named below:
STATE AGENCY'S NAME
California State Lands Commission (State)
CONTRACTOR'S NAME
City of Seal Beach
2. The term of this
Agreement is: 30 years beginning June 22 2016 ending June 21 2046
3. The maximum amount of
this Agreement is: $ 25,000
4. The parties agree to comply with the terms and conditions of the following exhibits which are by this reference
made a part of the Agreement'
Exhibit 1 — Scope of Work 2 Page(s)
Exhibit 2 — Budget Detail and Payment Provision /Definitions and Terms 2 Page(s)
Exhibit 3' — General Terms and Conditions GTC 04/2017
Check mark one item below as Exhibit 4: 2 Page(s)
Exhibit 4 — Special Terms and Conditions (attached hereto as part of this Agreement)
items shown with an Asterisk (') are hereby incorporated by reference and made part of this Agreement as if attached
hereto These documents can be viewed at htto //www dgs ca gov/ols/ Resources /StandardContractLanouage asnx.
IN WITNESS WHEREOF. this Agreement has been executed by parties hereto.
CONTRACTOR
CONTRACTOR'S NAME ffwh, rlwn irMim
The City of Seal Beach
BY (Angrorlsed Sign
PRIN DN E ANDTITLEOF PERSON
Jill ram, Cft Manager
ADDRESS
211 Eiahth Street. Seal Beach
STATE OF CALIFORNIA
NAME
BY M-Ih : Sig--,--)
PRINTED NAME AND TITLE OF PERSON SIGNING
er'.)
DATESIGNED
Page 1 of I I Pages
Department of General Services
❑ Exempt per
Exhibit D — Reimbursement Agreement
EXHIBIT 1
SCOPE OF WORK
1. Work to be Performed — The City of Seal Beach, the "Lessee ", enters into this Agreement with the California
State Lands Commission, the "Commission" or "State" (hereafter the Lessee and the Commission /State are
referred to collectively as the "Parties) for engineering review of inspection reports and review of annual
summary reports of the facilities associated with Lessee's General Lease — Public Agency Use, Lease No. PRC
3792.1 (Lease). The State hereby agrees to perform the following services:
A. Engineering Review: The State shall review all future structural modifications or material changes to any of
the Authorized Improvements. Costs shall include, but not be limited to, actual costs for staff time for review
of structural and utility safety assessment inspection reports, Geotechnical Engineering Reports, all
applicable agency permits and requirements, post construction documents (as -built plans), and limited field
engineering and construction monitoring activity. Every five years a structural and utility safety assessment
inspection shall be conducted. A copy of the structural and utility safety assessment inspection report shall
be provided to Commission staff upon completion of the report for review by engineering staff for the term
of the lease pursuant to Section 2, Special Provisions, Paragraph 2, 4, and 5 of Lease No. PRC 3792.1.
B. Lease Management: The State shall review the Lessee's annual summary reports. Reviewing costs shall
include, but not be limited to, actual costs for staff time.for review of sea -level rise and flooding vulnerability
and risk assessments, berm construction and beach nourishment, updates or amendments to the Local
Coastal Program, annual flooding frequency and extent, annual site photographs, schedule and nature of
repair and maintenance operations, and coastal hazard remediation and removal. Every five years a
summary report that details Resiliency Planning Efforts and Adaptation Strategies shall be provided to
Commission staff. Work shall be performed pursuant to the requirements of the Lease detailed in Section
2, Special Provisions, Paragraph 3, 9 and 10, of Lease No. PRC 3792.1.
C. Mutual Understanding: This Agreement is entered into by the parties hereto with the express understanding
that the State cannot assure: 1) final approval of the permit or lease for the proposed Project; 2) that
permits from other State or local permitting agencies are obtainable: 3) that either the State or the Lessee
by entering into this Agreement is representing that the Project will go forward as proposed; and 4) that
either the State or the Lessee is irrevocably committed to proceeding with this Project. Lessee understands
and expressly acknowledges that the State's review of inspection reports and plans for the Project is for the
sole purpose of evaluating Lessee's application for or compliance with a lease from the Commission, if any,
and not for any other purpose.
2. Parties' Agents
A. For Engineering Review the State's Project Officer shall be:
Chandrashekar Basavalinganadoddi, Supervising Mineral Resources Engineer
California State Lands Commission
Mineral Resource Management
200 Oceangate, 12'" floor
Long Beach, CA 90802
Tel. (562) 590 -5209
Email: Chandrashekar.Basavalinganadoddia()slc.ca.gov
B. For Lease Management the State's Project Officer shall be:
Randy Collins, Public Land Management Specialist
California State Lands Commission
100 Howe Avenue, Suite 100 South
Sacramento, CA -95625
Tel. (916) 574 -0900
E -mail: randv.collins(a)slc.ca.gov
Page 2 of 1 I Pages
Exhibit D — Reimbursement Agreement
C. The Contractor's Project Manager shall be:
Jill R. Ingram, City Manager
City of Seal Beach
211 Eighth Street
Seal Beach, CA 90740
Tel. (562) 431 -2527
E -mail: linoram aC7sealbeachca.aov
3. Notices and Authorities
A. Any notice or other written communications required or permitted under this Agreement may be personally
delivered in writing to the State's Engineering or Lease Maintenance Project Officer or Applicant's Project
Manager, or may be sent by certified mail, return receipt requested, to the address stated above and shall,
based on such delivery or sending, be deemed to have been effectively communicated. Either party may
change such address by written notice to the other party.
Any notice given other than as provided above, shall not be deemed to be effectively communicated until
received in writing.
B. The Project Manager shall have full authority to act on behalf of the Lessee for administration of the
Project. All communications given to the Project Manager shall be as binding, as if given to the Lessee.
C. The State may change its Engineering or Lease Management Project Officer at any time, by written notice
to the Lessee. The Lessee may change its Project Manager at any time, by written notice to the State's
Engineering or Lease Management Project Officer.
[Remainder of Page Intentionally Left Blank]
Page 3 of 11 Pages
Exhibit D — Reimbursement Agreement
EXHIBIT.2
BUDGET AND PAYMENT PROVISIONS
1. Invoicing and Payment — Lessee agrees to reimburse the State for all reasonable costs associated with
engineering review and lease maintenance according to this Standard Agreement whether prior or subsequent
to the execution of this Agreement. Processing costs shall include, but not be limited to, staff time associated
with those tasks outlined in Exhibit 1, Scope of Work. Staff costs shall be computed in accordance with Section
8752 of the State Administrative Manual and shall include salaries and wages, related staff benefits and
administrative overhead.
The invoice shall be mailed to the Lessee's Project Manager. Payments shall reference the Agreement number
assigned to this project and must be mailed to the following address:
California State Lands Commission
100 Howe Avenue, Suite 100 South
Sacramento, CA 95825 -8202
Attention Accounting
2. Estimated Reimbursable Costs — The initial estimated costs are based on the information and contracts
existent as of the date of this Agreement. The itemized reimbursable costs estimate for work to be performed
is:
A. Engineering Review Estimate: $15,000
To include the following:
1. Processing and Engineering Review of structural and utility safety assessment inspection
reports (once every five years): $2,500 ($500 per year)
B. Lease Management Estimate: $10,000
To include the following:
1. Processing and Review of Annual Berm Summary Report: $9,000 ($300 per year).
2. Processing and Review of Resiliency Planning Efforts and Adaptation Strategy Report
(Five years prior to lease expiration): $1,000
3. Billings:
A. Engineering Review: Staff costs incurred by the State for Lease Management pursuant to this
Agreement, as specified in Exhibit 2, paragraph 2(A), shall be billed in arrears monthly. All payments
are due 30 days from the date of the invoice. The State reserves the right to demand an expense
deposit equal to the remainder of the Agreement should the Lessee fail to pay invoices within the time
specified. Total costs invoiced, including expense deposits, shall not exceed the dollar amount
specified in this Agreement unless amended.
B. Lease Management: Staff costs incurred by the State for Lease Management pursuant to this
Agreement, as specified in Exhibit 2, paragraph 2(B), shall be billed in arrears monthly. All payments
are due 30 days from the date of the invoice. The State reserves the right to demand an expense
deposit equal to the remainder of the Agreement should the Lessee fail to pay invoices within the time
specified. Total costs invoiced, including expense deposits, shall not exceed the dollar amount
specified in this Agreement unless amended.
4. Additional Costs or Services — Lessee will be advised of any estimated cost increase in writing in accordance
with this Agreement should the need for additional services become known or as costs previously estimated
exceed the above estimate.
Page 4 of 1 I Pages
Exhibit D — Reimbursement Agreement
Upon notification of the need for additional funds, the Lessee shall have the option to dispute or accept the
increase with all the terms and conditions of this Agreement being unchanged and in effect. The Lessee shall
notify the State within five (5) days of notice of any intent to dispute the change: Non - response shall be
acknowledged as acceptance of the additional charges and Lessee will be billed for. the balance in accordance
with the terms above.
5. Definitions and Terms - Wherever the following abbreviations and terms (or pronouns in place of them) are
used, the intent and meaning shall be interpreted as provided in this section. Working titles having a masculine
gender, and pronouns referring to such said titles, are utilized in this Agreement for the sake of brevity and are
not intended to refer to either sex or the neuter. All references to the singular shall refer also to the plural. All
references to the plural shall refer also to the singular.
A. As used within this Agreement, the terms "Lessee" and "Contractor" are used interchangeably and
are to be considered the same entity.
B. As used within this Agreement, the terms "State" and "Commission" are used interchangeably and
are to be considered the same entity.
C. The term 'Agreement" refers to this document as executed by the Lessee and the State. This
document includes Standard Form and any attached Exhibits.
D. The term "Project Manager" refers to that person appointed or designated by the Applicant to
administer the project for the Applicant.
E. The term "Project Officer refers to that person appointed by the State to process the project
application.
The term "Lessee's Agent" refers to that person designated by the Lessee to provide technical
assistance and support to the State in coordinating transmittal of project technical information and
shall have no authority to act for the Lessee unless otherwise stated in writing by Lessee to the
State's Project Officer.
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Exhibit D — Reimbursement Agreement
EXIIIBIT 3
GTC 04/2017
GENERAL TERMS AND CONDITIONS
1. APPROVAL: This Agreement is of no force or effect until signed by both parties and approved by the
Department of General Services, if required. Contractor may not commence performance until such
approval has been obtained.
2. AMENDMENT: No amendment or variation of the terms of this Agreement.shall be valid unless made
in writing, signed by the parties and approved as required. No oral understanding or Agreement not
incorporated in the Agreement is binding on any of the parties.
3. ASSIGNMENT: This Agreement is not assignable by the Contractor, either in whole or in part, without
the consent of the State in the form of a formal written amendment.
4. AUDIT: Contractor agrees that the awarding department, the Department of General Services, the
Bureau of State Audits, or their designated representative shall have the right to review and to copy any
records and supporting documentation pertaining to the performance of this Agreement. Contractor agrees
to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a
longer period of records retention is stipulated. Contractor agrees to allow the auditor(s) access to such
records during normal business hours and to allow interviews of any employees who might reasonably
have information related to such records. Further, Contractor agrees to include a similar right of the State
to audit records and interview staff in any subcontract related to performance of this Agreement. (Gov.
Code §8546.7, Pub. Contract Code §10115 et seq., CCR Title 2, Section 1896).
5. INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the State, its officers,
agents and employees from any and all claims and losses accruing or resulting to any and all contractors,
subcontractors, suppliers, laborers, and any other person, firm or corporation furnishing or supplying
work services, materials, or supplies in connection with the performance of this Agreement, and from any
and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or
damaged by Contractor in the performance of this Agreement.
6. DISPUTES: Contractor shall continue with the responsibilities under this Agreement during any
dispute.
7. TERMINATION FOR CAUSE: The State may terminate this Agreement and be relieved of any
payments should the Contractor fail to perform the requirements of this Agreement at the time and in the
manner herein provided. In the event of such termination the State may proceed with the work in any
manner deemed proper by the State. All costs to the State shall be deducted from any sum due the
Contractor under this Agreement and the balance, if any, shall be paid to the Contractor upon demand.
8. INDEPENDENT CONTRACTOR. Contractor, and the agents and employees of Contractor, in the
performance of this Agreement, shall act in an independent capacity and not as officers or employees or
agents of the State.
9. RECYCLING CERTIFICATION: The Contractor shall certify in writing under penalty of perjury, the
minimum, if not exact, percentage of post consumer material as defined in the Public Contract Code
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Exhibit D — Reimbursement Agreement
Section 12200, in products, materials, goods, or supplies offered or sold to the State regardless of whether
the product meets the requirements of Public Contract Code Section 12209. With respect to printer or
duplication cartridges that comply with the requirements of Section 12156(e), the certification required by
this subdivision shall specify that the cartridges so comply (Pub. Contract Code § 12205).
10. NON - DISCRIMINATION CLAUSE: During the performance of this Agreement, Contractor and its
subcontractors shall not deny the contract's benefits to any person on the basis of race, religious creed,
color, national origin, ancestry, physical disability, mental disability, medical condition, genetic
information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or
military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for
employment because of race, religious creed, color, national origin, ancestry, physical disability, mental
disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender
expression, age, sexual orientation, or military and veteran status. Contractor shall insure that the
evaluation and treatment of employees and applicants for employment are free of such discrimination.
Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act
(Gov. Code §12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs., tit. 2, §11000 et
seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov.
Code §§ 11 135 -1 1139.5), and the regulations or standards adopted by the awarding state agency to
implement such article. Contractor shall permit access by representatives of the Department of Fair
Employment and Housing and the awarding state agency upon reasonable notice at any time during the
normal business hours, but in no case less than 24 hours' notice, to such of its books, records, accounts,
and all other sources of information and its facilities as said Department or Agency shall require to
ascertain compliance with this clause. Contractor and its subcontractors shall give written notice of their
obligations under this clause to labor organizations with which they have a collective bargaining or other
agreement. (See Cal. Code Regs., tit. 2, § 11105.)
Contractor shall include the nondiscrimination and compliance provisions of this clause in all
subcontracts to perform work under the Agreement.
I I. CERTIFICATION CLAUSES: The CONTRACTOR CERTIFICATION CLAUSES contained in the
document CCC 04/2017 are hereby incorporated by reference and made a part of this Agreement by this
reference as if attached hereto.
12. TIMELINESS: Time is of the essence in this Agreement
13. COMPENSATION: The consideration to be paid Contractor, as provided herein, shall be in
compensation for all of Contractor's expenses incurred in the performance hereof, including travel, per
diem, and taxes, unless otherwise expressly so provided.
14. GOVERNING LAW: This contract is governed by and shall be interpreted in accordance with the
laws of the State of California.
15. ANTITRUST CLAIMS: The Contractor by signing this agreement hereby certifies that if these
services or goods are obtained by means of a competitive bid, the Contractor shall comply with the
requirements of the Government Codes Sections set out below.
a. The Government Code Chapter on Antitrust claims contains the following definitions:
1) "Public purchase" means a purchase by means of competitive bids of goods, services, or materials by
the State or any of its political subdivisions or public agencies on whose behalf the Attorney General may
bring an action pursuant to subdivision (c) of Section 16750 of the Business and Professions Code.
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Exhibit D — Reimbursement Agreement
2) 'Public purchasing body" means the.State or the subdivision onagency making .a public purchase.
Government Code Section 4550.
b. In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted,
it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have
under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2
(commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising
from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to
the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final
payment to the bidder. Government Code Section 4552.
c. If an awarding body or public purchasing body receives, either through judgment or settlement, a
monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to
receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public
body any portion of the recovery, including treble damages, attributable to overcharges that were paid by
the assignor but were not paid by the public body as part of the bid price, less the expenses incurred in
obtaining that portion of the recovery. Government Code Section 4553.
d. Upon demand in writing by the assignor, the assignee shall, within one year from such demand,
reassign the cause of action assigned under this part if the assignor has been or may have been injured by
the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby,
or (b) the assignee declines to file a court action for the cause of action. See Government Code Section
4554.
16. CHILD SUPPORT COMPLIANCE ACT: For any Agreement in excess of $100,000, the contractor
acknowledges in accordance with Public Contract Code 7110, that:
a. The contractor recognizes the importance of child and family support obligations and shall fully comply
with all applicable state and federal taws relating to child and family support enforcement, including, but
not limited to, disclosure of information and compliance with earnings assignment orders, as provided in
Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and
b. The contractor, to the best of its knowledge is fully complying with the earnings assignment orders of
all employees and is providing the names of all new employees to the New Hire Registry maintained by
the California Employment Development Department.
17. UNENFORCEABLE PROVISION: In the event that any provision of this Agreement is
unenforceable or held to be unenforceable, then the parties agree that all other provisions of this
Agreement have force and effect and shall not be affected thereby.
18. PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of
$200,000, the Contractor shall give priority consideration in filling vacancies in positions funded by the
Contract to qualified recipients of aid under Welfare and Institutions Code Section 11200 in accordance
with Pub. Contract Code § 10353.
19. SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REPORTING
REQUIREMENTS:
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Exhibit D — Reimbursement Agreement
a. If for this Contract Contractor made a commitment to achieve small business participation, then
Contractor must within 60 days of receiving final payment under this'Contract (or within such other time
period as may be specified elsewhere in this Contract) report to the awarding department the actual
percentage of small business participation that was achieved. (Govt. Code § 14841.)
b. If for this Contract Contractor made a commitment to achieve disabled veteran business enterprise
(DVBE) participation, then Contractor must within 60 days of receiving final payment under this Contract
(or within such other time period as may be specified elsewhere in this Contract) certify in a report to the
awarding department: (1) the total amount the prime Contractor received under the Contract; (2) the name
and address of the DVBE(s) that participated in the performance of the Contract; (3) the amount each
DVBE received from the prime Contractor; (4) that all payments under the Contract have been made to
the DVBE; and (5) the actual percentage of DVBE participation that was achieved. A person or entity
that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. &
Vets. Code § 999.5(d); Govt. Code § 14841.)
20. LOSS LEADER:
If this contract involves the furnishing of equipment, materials, or supplies then the following statement is
incorporated: It is unlawful for any person engaged in business within this state to sell or use any article
or product as a "loss leader" as defined in Section 17030 of the Business and Professions Code. (PCC
10344(e).)
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Page 9 of 1 I Pages
Exhibit D — Reimbursement Agreement
I *i:H4MI
SPECIAL TERMS AND CONDITIONS
1. Type of Agreement — This Agreement between the State and the Lessee is for the reimbursement of costs,
from the Lessee to the State, for Engineering Review, detailed in Exhibits 1 and 2 of this Agreement, performed
by staff of the California State Lands Commission. This Agreement does not involve the procurement of goods
or services from the Lessee.
2. Effective Reimbursement Period — Notwithstanding the date of Agreement approval in paragraph 1 of GTC
04/2017, the Lessee agrees to reimburse the State for costs detailed in Exhibits 1 and 2 of this Agreement, that
accrue beginning on the date listed in form STD.213, paragraph 2 of this Agreement until the termination of this
Agreement. The term of this agreement shall extend to include any holdover period of Lease No. PRC 6674.1.
3. This paragraph supersedes paragraph 5 of, Exhibit 3, "Indemnification"
Indemnification —To the fullest extent permitted by law, Lessee shall defend, indemnify, and hold harmless the
State of California and any and all agencies or departments thereof, including but not limited to, any and all
boards, commissions, officers, agents, employees, and representatives ( Indemnitees), against any and all
claims, liabilities, charges, losses, expenses, and costs, including the State's attorneys' fees (Liabilities), that
may arise from or by reason of any action or inaction by the Indemnitees in connection with the work described
in Exhibit 1, or any defect in design or construction of the Project. This obligation of the Lessee to indemnify,
defend, and hold harmless the Indemnitees shall not apply to any Liabilities caused solely by the gross
negligence or intentional acts of the State or its officers, agents, and employees; or to any claims, litigation, or
to other actions brought by the Lessee against the Indemnitees in relation to the Lessee's application or this
Agreement. This provision shall survive termination of this Agreement.
4. This paragraph supersedes paragraph 6 of GTC 04/2014, Exhibit 3; "Disputes":
Disputes — Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising
under or relating to the performance of this Agreement which is not disposed of by Agreement shall be decided
by the Project Officer, who shall reduce his decision to writing in regard to the dispute and shall transmit a copy
thereof to the Lessee within thirty (30) days. The decision of the Project Officer shall be final and conclusive,
unless within thirty (30) days from the date of receipt of such copy, the Lessee transmits to the State a written
appeal. Said appeal shall be supported with specificity.
a. In connection with any appeal proceeding under this clause, the Lessee shall be afforded an
opportunity to be heard before the State Lands Commission within sixty (90) days of the receipt by the
State of the Lessee's written appeal and to offer evidence in support of its appeal. Pending the final
decision of any such dispute, the Lessee shall proceed diligently with the performance of the
Agreement and in accordance with the written decision of the Project Officer which is the subject of the
Lessee's appeal including the payment of invoices to the State.
b. The procedure described herein shall not prejudice or deny the Lessee's remedies at law. However,
the Lessee agrees to exhaust the procedure described herein before pursuing remedies at law. All
amounts paid to the State under protest shall be held by the State in trust until the dispute is resolved.
5. Modification —This paragraph supersedes paragraph 7 of GTC 0412017, Exhibit 3, 'Termination for Cause ":
Either party may elect to modify the scope of work or costs associated with the Project described in Exhibit 1,
Paragraphs 1(A) and 1(B) and Exhibit 2, Paragraphs 2(A) and 2(B) of this Agreement by written notice at any
time prior to or during Project commencement or implementation upon ten (10) days written notice to the other
party should the Project be revised or cancelled for any reason. The Lessee agrees that in the event of such
modification of this Agreement by either party as provided above, it shall reimburse the State one hundred
percent (100 %) of all costs incurred by the State in the performance of its obligations as described in this
Agreement.
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Exhibit D — Reimbursement Agreement
6. Reimbursement of Costs — Lessee shall reimburse the State in full for all reasonable costs and attorney's fees,
including, but not limited to, those charged it by the California Office of the Attorney General, that the State
incurs in connection with the defense of any action brought against the State challenging this Agreement or any
other matter related to this Agreement or the work performed by the State under this Agreement. In addition,
Lessee shall reimburse the State for any court costs and reasonable attorney fees that the State may be
required by a court to pay as a result of such action. Lessee may participate in the defense of the action, but its
participation shall not relieve it of its obligations under this Paragraph. The provision of this Paragraph shall not
apply to any claims, litigation or other actions which may be brought by the Parties against each other and shall
not apply to the extent that any such obligation is void or otherwise unenforceable under applicable law in effect
on or validly retroactive to the date of this Agreement. Nothing in this Paragraph shall be construed to require
the State to defend Itself against all or any aspect of the challenge to this Agreement or work performed under
this Agreement. However, Lessee may take whatever legal action is available to it to defend this Agreement or
any work performed under this Agreement against'any challenge by a third party, whether or not the State
chooses to raise a defense against such a challenge.
Records — Upon five (5) business days' notice, the State's records relating to its costs shall be available for the
Lessee's audit in the State's office in Sacramento. Said audit shall take place only during regular business
hours of the State. Payment of costs by the Lessee shall not constitute a waiver of its rights to audit nor an
acknowledgment by the Lessee of the validity of the costs that have been paid. Nothing herein shall be deemed
to require the State, its consultants, other contractors and subcontractors to maintain books, records, or
documents other than those usually maintained.by them, provided that such books, records and documents
reasonably segregate and identify the costs for which reimbursement is required hereunder. As used herein,
"State's records" include any audit of the consultant by the State or its designated representative as authorized
in this Agreement.
8. The following Paragraphs in Exhibit 3 do not apply to this Reimbursement Agreement; therefore, Paragraphs 4,
7, 8, 9, 10, 11, 12, 13, 15, 16, 17, 18, 19, and 20 of GTC 04 /2017, Exhibit 3, are hereby waived and shall have
no force or effect upon this Agreement.
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