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HomeMy WebLinkAboutAGMT - Zoeter Place Associates (Rodi-Zoeter Lease) January « f, 1992 Seal Beach Redevelopment Agency 211 Eighth Street Seal Beach, California 90740 Attention: Assistant City Manager Re: Seal Beach Master Lease Dear Sir: This letter confirms our agreement with respect to that certain Master Lease, dated as November 30, 1987 (the "Lease "), by and between The Redevelopment Agency of the City of Seal Beach, a public body, corporate and politic (the "Agency "), as landlord, and Gemtel Corporation, a California corporation, and Dana MacKay, an individual, jointly, as the original tenant. The original tenant assigned its interest in and to the Lease to Zoeter Place Associates, a California general partnership ( "ZPA "), and ZPA assigned its interest in and to the Lease to the undersigned (the undersigned are hereinafter collectively referred to as the "Tenant "). We understand that, as of December 31, 1991, the rent under the Lease was delinquent in the amount of $52,500.00. Concurrently herewith, Tenant shall pay to the Agency the sum of $30,000.00 to reduce such delinquency. In addition, the remaining delinquent sum of $22,500.00 will be paid to the Agency as additional rent in the amount of $3,750.00 per month, commencing with the rent payment due for the month of January, 1992, and continuing through and including the rent payment due for the month of June, 1992. The undersigned hereby certify to the Agency that none of the entities comprising the undersigned, nor the principals of any of such entities, have been convicted of a felony or a crime involving moral turpitude. e, • Seal Beach Redevelopment Agency January • 7 , 1992 Page 2 J We further understand that the Agency has expressed concern with respect to the large number of entities comprising the Tenant following the assignment of the Lease. Accordingly, and to allay this concern, this letter constitutes notice to the Agency, in accordance with Section 18 of the Lease, that all notices, statements, demands, requests, consents, approvals, authorizations, offers, agreements, appointments or designations under the Lease made or given to Tenant shall be addressed as follows: Dana MacKay 24050 Madison Street Suite 100 Torrance, California 90505 With a copy to: Jim Galbraith 2600 Mission Street San Marino, California 91108 Accordingly, the Agency will only be required to send relevant notices to two individuals, who will receive such notices on behalf of all of the entities comprising the Tenant. Attached hereto as Exhibit A is the Property Management Agreement (the "Management Agreement ") entered into by and between the undersigned and Dana J. MacKay dba DIM Company for the management of the property described in the Lease. The undersigned hereby covenants and agrees that it will not modify or amend the last sentence of paragraph 1 of the Management Agreement, relating to the Manager's obligation to manage until a • • • Seal Beach Redevelopment Agency January 077, 1992 Page 3 replacement manager is appointed, without the Agency's prior consent, which consent shall not be unreasonably withheld. If you have any questions or concerns with respect to the foregoing, please feel free to call Dana MacKay at (310) 373 -9703. MAC ZOETER, a Cali ornia -d Partn= 1 ., ener. pa --ter Trust A created under the Karl and Tina Rodi Family Trust under Declaration of Trust dated 12/11/81 Agreed and Approved this 30.6k day of January, 1992 By: The Redevelopment Agency of Albertina M. Rodi, City of Seal Beach, a public Trustee body, corporate and politic By • o p •r�� By • Margaret R. Galbraith, • It: leitecaAve 2);Aeecfar Trustee • .ST: /A P AO , i___ 41)" Ci Clerk �� (Signatures Continued) • • Seal Beach Redevelopment Agency January 4 7 , 1992 Page 4 Trust C created under the Karl and Tina Rodi Family Trust under Declaration of Trust dated 12/11/81 By: Albertina M. Rodi, Trustee By: Margaret R. Galbraith, Trustee Trust created for the benefit of Albertina Mary Niblo under the Karl and Tina Rodi Family Trust under Declaration of Trust dated 12/11/81 • By: Albertina M. Rodi, Trustee By: Margaret R. Galbraith, Trustee Trust created for the benefit of Anne- Elizabeth Niblo under the Karl and Tina Rodi Family Trust under Declaration of Trust dated 12/11/81 By: Albertina M. Rodi, Trustee By: Margaret R. Galbraith, Trustee • (Signatures Continued) • • Seal BeacD edevelopment Agency January of , 1992 Page 6 Robert Galbraith 1984 Trust under Declaration of Trust dated 6/25/84 • By: Margaret R. Galbraith, Trustee Margaret R. Galbraith, a married woman, as her separate property LT071010.75W • • Seal Beac Redevelopment Agency January e9, 1992 Page 5 Albertina Mary Niblo 1984 Trust under Declaration of Trust dated 6/25/84 By: Margaret R. Galbraith, Trustee Anne - Elizabeth Niblo 1984 Trust under Declaration of Trust dated 6/25/84 By: Margaret R. Galbraith, Trustee Laura Galbraith Scharlach 1984 Trust under Declaration of Trust dated 6/25/84 By: Margaret R. Galbraith, Trustee Katherine Galbraith 1984 Trust under Declaration of Trust dated 6/25/84 By: Margaret R. Galbraith, Trustee (Signatures Continued) • !' • SECOND AMENDMENT TO MASTER LEASE This Second Amendment to Master Lease ( "Second Amendment ") is entered into as of the 29th day of January, 1992, by and between The Redevelopment Agency of the City of Seal Beach ( "Landlord "), and the individuals and entities set forth in Exhibit A attached hereto and incorporated herein by this reference, as to the proportionate interests set forth in Exhibit A (hereinafter collectively referred to as "Tenant "). BEgITBLA: A. WHEREAS, Landlord leased certain real property ( "the Property ") to Gemtel Corporation, a California corporation and Dana John MacKay ( "Original Tenants ") pursuant to that Master Lease, dated as of November 30, 1987 ( "the Master Lease "), a memorandum of which was recorded June 20, 1989, in Official Records of the County Recorder of the County of Orange, State of California, for a term which commenced March 6, 1989; and B. WHEREAS, the Original Tenants signed all of their right, title and interest in and to the Master Lease to Zoeter Place Associates, a California general partnership ( "Subsequent Tenant "), pursuant to that certain Assignment dated as of May 26, 1989; and C. WHEREAS, Landlord and Subsequent Tenant entered into a First Amendment to Master Lease dated as of August 31, 1989 ( "the First Amendment "); and D. WHEREAS, Subsequent Tenant has distributed its interest in the Master Lease to its constituent partners, who have assigned their interest to Tenant; and E. WHEREAS, Landlord and Tenants desire to enter into a further amendment of the Master Lease. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Paragraph 18 of the Master Lease is amended to provide in its entirety as follows: 18. notices. All notices, statements, demands, requests, consents, approvals, authorizations, offers, • agreements, appointment or designations under this Lease made or given by either party to the other shall be personally delivered or sent by United States certified mail, return receipt requested, postage prepaid, and shall be deemed received upon delivery if personally served or three days after deposit in the United States mails, if sent certified mail, return receipt requested, postage prepaid. Such notices shall be addressed as follows: If to Landlord: Seal Beach Redevelopment Agency 211 8th Street Seal Beach, California 90740 Attention: Agency Administrator With a copy to: Richards, Watson & Gershon 333 South Hope Street, 38th Floor Los Angeles, California 90071 Attn: Quinn M. Barrow, Esq. If to Tenant: Dana John MacKay c/o DJM Company 24050 Madison Street, Suite 100 Torrance, California 90505 With a copy to: Jim Galbraith 2600 Mission Street San Marino, California 91108 or to such other place or places as Landlord and Tenant may designate by written notice similarly delivered; provided, however, that Tenant may not designate more than two recipients of notice at any one time. 2. Each of the entities comprising Tenant hereby irrevocably designates Dana MacKay as its Agent For Service of Process for purposes of any action arising out of or in connection with the Master Lease. 3. Each of the entities comprising Tenant hereby represents, warrants and covenants to Landlord that: a. Neither it nor any of its principals has been convicted of a felony or a crime involving moral turpitude. b. Tenant has entered into a management agreement for the Property with Dana John MacKay dba DJM Company, in the form heretofore delivered to Landlord. Within 10 days after any amendment, expiration or termination of the Management Agreement, Tenant shall provide Landlord with a copy of any amendment or any replacement management agreements. Tenant acknowledges that, unless the tenant's interest in the 920127 A961.ser(2) -2- Master Lease is further assigned to an assignee permitted under Paragraph 14.2 of the Master Lease, Tenant is required to have in effect at all times a management agreement with a person having management experience in running commercial retail centers similar to the premises. c. All of the entities comprising Tenant have legally waived their rights to a judicial partition of the tenant's interest in the Property under California Code of Civil Procedure 5752, and agree not to seek any judicial partition. The waiver of rights is contained in a recorded instrument; any subsequent assignee of the interest of any of the entities comprising Tenant shall acquire such interest subject to the waiver of rights. 4. As a condition to Landlord's entering into this Second Amendment, Tenant shall have caused the rent payable under the Master Lease to be paid through January 31, 1992, except for the amount of $18,750.00, which amount shall be paid in five equal installments of $3,750.00 each on February 1, 1992, March 1, 1992, April 1, 1992, May 1, 1992 and June 1, 1992. Tenant acknowledges that each such payment constitutes rent payable under the Lease (in addition to the rent otherwise payable on those dates under the terms of the Lease). 5. As a further condition to Landlord's entering into this Second Amendment, Tenant shall have paid Landlord the sum of $500.00 in reimbursement of Landlord's attorneys' fees in connection with this Second Amendment. 6. Landlord and Tenant acknowledge that the Master Lease, as amended by the First Amendment, is in full force and effect, except as modified by this Second Amendment. In the event of any consistency between the terms and conditions set forth in the Master Lease and the terms and conditions set forth in this Second Amendment, the terms and conditions in this Second Amendment shall control. 920127 A961.aer(2) -3- 110 • IN WITNESS WHEREOF, the parties hereto have entered into this Second Amendment as of the date and year first written above. THE REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH, a public body, corporate and politic ( "Landlord ") test: By: �. / • e D rector S - retary "TENANT": MAC ZOETER, A CALIFORNIA LIMITED PARTNERSHIP jam J n ..47-a - neral Partner - Trust A created under the Karl and Tina Rodi Family Trust under Declaration of Trust dated 12/11/81 B Albertina M. Rodi, Trustee By: Margaret R. Galbraith, Trustee Trust C created under the Karl and Tina Rodi Family Trust under Declaration of Trust dated 12/11/81 B • Albertina M. Rodi, Trustee By: Margaret R. Galbraith, Trustee 920127 A961.aer(2) -4- ' . Trust created for the benefit of Albertina Mary Niblo under the Karl and Tina Rodi Family Trust under Declaration of Trust dated .12/11/81 By: Albertina M. Rodi, Trustee By: Margaret R. Galbraith, Trustee Trust created for the benefit of Anne - Elizabeth Niblo under the Karl and Tina Rodi Family Trust under Declaration of Trust dated 12/11/81 By: Albertina M. Rodi, Trustee By: Margaret R. Galbraith, Trustee Albertina Mary Niblo 1984 Trust under Declaration of Trust dated 6/25/84 By: Margaret R. Galbraith, Trustee Anne- Elizabeth Niblo 1984 Trust under Declaration of Trust dated 6/25/84 By: Margaret R. Galbraith, Trustee Laura Galbraith Scharlach 1984 Trust under Declaration of Trust dated 6/25/84 By: Margaret R. Galbraith, Trustee Katherine Galbraith 1984 Trust under Declaration of Trust dated 6/25/84 By: Margaret R. Galbraith, Trustee 920127 A961.aer(2) -5- ,• ! .' 4, 410 Robert Galbraith 1984 Trust under Declaration of Trust dated 6/25/84 By: Margaret R. Galbraith, Trustee Margaret R. Galbraith, a married woman, as her separate_ property • 920127 A961.aer(2) -6- 1 i l ` 1 -21- 92/1 -27 -92 noted that a travel trailer of eight feet in width may travel the highways with only a vehicle license, where a mobile home greater than eight feet must have a special permit. Mr. Jeffers asked that the City provide a clarification as to the impact of long term lease agreements. Agencymember Laszlo requested that Mr. Parrington research the lease agreement issue, also suggested that any audit be postponed until there is a rent adjustment request, otherwise the audit may trigger such request. Mr. Brent Swanson, Swanson and Dawdelle, said he was present to represent the owner of the Park, that they disagree with a great deal of what has been said by the residents at this meeting, as well as some of the positions taken by the City particularly with respect to the rent and rent control issue, yet assured that he and Mr. Dawson would cooperate in working with the Agency and the staff to provide information and resolve any issues that remain a concern of the Agency. He also offered assurance to the residents of the Park, the bulk of which he said were not present because they do not share the concerns expressed, of their willingness to talk to them, their representatives or small groups, and as opposed to what had been stated, he said past resident groups have dissolved because problems have been resolved without any great difficulty, which is the position of his client. With regard to disagreement with the City's position on rent control, Mr. Swanson said ' it is a legal position that is somewhat complex, explained in brief by Mr. Dawson to the Agency's attorney, basically that there is a concept in the law that says if one is a lessee of a piece of land, then buys the fee interest in • that land, the lease ceases to exist and is absorbed by the fee ownership of the land, and stated that is what has happened where Mr. Dawson has the fee ownership, and where the agreement with the developer of the Park specifically provides that the rent control restrictions do not apply to the fee owner of the land, therefore in his opinion the rent control restrictions have now disappeared. Chairman Hastings thanked Mr. Swanson for his opinion, suggesting that his interpretation would be helpful to Mr. Parrington when reviewing the Trailer Park Covenants and Agreement. ADJOURNMENT It was the order of the Chair, with consent of the Agency, to adjourn the meeting at 10:00 p.m. • 1, 1. .\\:..L .1 Al Cha'rma F r Se ar oQ g. 1111 . `°� o r, '.. pug.- , rs. Seal Beach, California ; +' Co .. o " - ��. January 27, 1992 � �` The Redevelopment Agency of the City of Seal Beach met in regular session at 6:45 p.m. with Vice Chairman Forsythe calling the meeting to order with the Salute to the Flag. fr • 1 -27 -92 • ROLL CALL Present: Vice Chairman Forsythe Agencymembers Doane, Laszlo, Wilson Absent: Agencymember Hastings It was noted that although Agencymember Wilson was not present in the Council Chambers she would join the Agency in Closed Session. Also present: Mr. Bankston, Executive Director Mr. Barrow, Assistant City Attorney Mrs. Yeo, Secretary WAIVER OF FULL READING Laszlo moved, second by Doane, to waive the reading in full of all resolutions and that consent to the waiver of reading shall be deemed to be given by all Agencymembers after reading of the title unless specific request is made at that time for the reading of such resolution. AYES: Doane, Forsythe, Laszlo NOES: None ABSENT: Hastings, Wilson Motion carried APPROVAL OF MINUTES Doane moved, second by Laszlo, to approve the minutes of the regular meeting of November 25, 1991. AYES: Doane, Forsythe, Laszlo NOES: None ABSENT: Hastings, Wilson Motion carried ANNUAL FINANCIAL STATEMENT Doane moved, second by Laszlo, to accept the 1990/91 Annual Financial Statement of the Redevelopment Agency. AYES: Doane, Forsythe, Laszlo NOES: None ABSENT: Hastings, Wilson Motion carried ORAL COMMUNICATIONS There were no Oral Communications. CLOSED SESSION The Assistant City Attorney announced that the Agency would meet in Closed Session pursuant to Government Code Section 54956.9(c) to consider initiating litigation. It was the order of the Chair, with consent of the Agency, to adjourn to Closed Session at 6:47 p.m. The Agency reconvened at 6:56 p.m. with Vice Chairman Forsythe calling the meeting to order. The Assistant City Attorney reported the Agency had discussed the matter previously identified, at this time it would be appropriate for the Agency to consider amending the agenda to consider a Second Amendment to the Master Lease between the City and Gemtel Corporation, the Amendment having been tentatively agreed to by the tenants late Friday 1/ afternoon, therefore the need to take action on this matter arose after the posting of the agenda. AGENDA AMENDED Wilson moved, second by Doane, to amend the agenda to consider the Second Amendment to the Master Lease between the City and Gemtel Corporation. AYES: Doane, Forsythe, Laszlo, Wilson NOES: None ABSENT: Hastings Motion carried 1 -27- 92/2 -24 -92 SECOND AMENDMENT - GEMTEL MASTER LEASE - ZOETER PLACE Wilson moved, second by Doane, to approve the Second Amendment to the Master Lease between the City and Gemtel Corporation, and authorize the execution of same. AYES: Doane, Forsythe, Laszlo, Wilson NOES: None ABSENT: Hastings Motion carried ADJOURNMENT It was the order of the Chair, with consent of the Agency, to adjourn the meeting at 7:01 p.m. ice Chairman Se ary 717(1- 1 rI FoRmao t IF r s 1 % '"4::; ' Seal Beach, California 4 -anc, • � ,,• � ; February 24, 19 9 2 ,,r The Redevelopment Agency of the City of Seal Beach met in regular session at 6:46 p.m. with Chairman Hastings calling the meeting to order with the Salute to the Flag. ROLL CALL Present: Chairman Hastings Agencymembers Doane, Forsythe, Laszlo Absent:- Agencymember Wilson -Sharp Hastings moved, second by Doane, to excuse the absence of Agencytember Wilson -Sharp from this meeting. AYES: Doane, Forsythe, Hastings, Laszlo NOES: None ABSENT: Wilson -Sharp Motion carried WAIVER OF FULL READING • Laszlo moved, second by Doane, to waive the reading in full of all resolutions and that consent to the waiver of reading shall be deemed to be given by all Agencymembers after reading of the title unless specific request is made at that time for the reading of such resolution. AYES: Doane, Forsythe, Hastings, Laszlo NOES: None ABSENT: Wilson -Sharp Motion carried MINUTES Doane moved, second by Laszlo, to approve the minutes of the regular meeting of January 24, 1992. AYES: Doane, Forsythe, Hastings, Laszlo NOES: None ABSENT: Wilson -Sharp Motion carried . ", I • Racordtna Requested By And When Recorded Return To: William R. Christian, Esq. Rodi, Pollock, Pettker, Galbraith & Phillips 801 5; Grand Ave. , Suite 400 , Los Angeles, CA 90017 MEMORANDUM OF MASTER LEASE Term of lease lase than 99 year.. This MEMORANDUM O STER E (the "Memorandum") is entered as of this ...ea%day o , 199Z-by and between the REDEVEIA M NT AGENC OF THE T OF SEAL BEACH, as landlord (the "Landlord") , and DANA J HN MacKAY, as to an undivided fifty percent (50%) interest, LARY J. MIELKE, as to an undivided twenty-five percent (25%) interest, and THOMAS R. TELLEFSEN, as to an undivided twenty-five percent (25%) interest, as tenants in common (the "Tenants") , with reference to the following recitals of fact: A. WHEREAS, the Landlord has leased to GEMTEL CORPORATION and DANA J. MacKAY (hereinafter collectively, "Initial Tenant") certain real property located in the City of Seal Beach, County of Orange, State of California and more particularly described on Exhibit A attached hereto (the "Property") , pursuant to the terms of that certain Master Lease, dated as of November 30, 1987, as amended by First Amendment to Master Lease, dated August 31, 1989 (the "Master Lease") ; B. WHEREAS, pursuant to that certain Memorandum of Lease Agreement recorded in the Official Records of Orange County as Document No. 89-323192, the interest of the Original Tenant was assigned to ZOETER PLACE ASSOCIATES, a California general partnership (the "Assignor") . C. WHEREAS, pursuant to Article 14 . 2 of the Master Lease, Assignor assigned all of its right, title and interest in and to the Master Lease to Tenants pursuant to that certain undated Assignment of Tenants ' Interest in Lease and has further trans- ferred related interests in the Parking Easement Agreement dated March 6, 1989; and D. WHEREAS, Landlord and Tenant desire to enter into this Memorandum as required by Section 22 . 5 of the Master Lease. • • NOW, THEREFORE, in consideration of the mutual covenants contained herein, the adequacy and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Landlord leases to Tenants, and Tenants lease from Landlord, the Property, pursuant to the terms of the Master Lease. 2 . The rentals to be paid by Tenants and all of the rights and obligations of the parties with respect to the Property are set forth in the Master Lease. 3 . This instrument is a memorandum of the Master Lease and is subject to all of the terms and conditions thereof. IN WITNESS WHEREOF, the parties hereto have entered into this Memorandum of Master Lease on the day and year first written above. "LANDLORD" REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH, a public body, corporate and politic By Its Vice Chairman ATTE'T: / 1 ; C' Cler TENANTS: / LARY • . yri LA/ 0 �--- HO • R. TELLEFSEN P F:\V\IC\RODI\ZOETER\LEASEMAS.MEM -2- • • STATE OF CALIFORNIA ) se. COUNTY OF ) On , 1991, before me a Notary Public in and for said County and State, personally appeared , known to me or proved to me on the basis of satisfactory evidence to be the �p?erson whose name is subscribed to the within instrument as thelthairman of the REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH, a public .body, corporate and politic, and acknowledged that he executed the same on behalf of such Agency and acknowledged that such Agency executed the same. WITNESS my hand and official seal. Signature of Notary Public . (Seal) CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT No.5193 State of _ / - _ ■OPTIONAL SECTION v J� COUnty Of CAPACITY CLAIMED BY SIGNER Though statute does not require the Notary to r fill in the data below, doing so may prove /l / / / / j invaluable to persons relying on the document. On/-7-97 befo emu- - J/.� = /a /. /„. - 0 INDIVIDUAL DATE it • • R-EA., JANE 0• , OT.-VP r'IC' // ❑ CORPORATE OFFICER(S) personally appeared ,.,, „i A A �i I N• E(S OF SI ' S) TITLE(S) aersonally known me -OR - CI proved to me on th-•asis of satisfactory evidence ❑ PARTNER(S) 0 LIMITED to be the p-rsonjsj'whose namehaj'is/are ❑ GENERAL subscribed to the within instrument and ac- ❑ ATTORNEY-IN-FACT knowledged to me that,belshe/tbey executed ❑TRUSTEE(S) the same in hie her/the-ir authorized ❑ GUARDIAN/CONSERVA O capacity )-, and that by hjelher/their 1" "' " " " " " a a a ^ P signature(�'on the instrument the person(s); Yd"THER: Q IIBERTAD R. GONTAlf$ 0 or the entity upon behalf of which the 3 .(tr, . Comm.a 979919 Il 1.9d NOTARY PUBLIC CAI lRMA 1 person(s) acted, executed the instrument. Mycemm.anggeCounc 3,1996 + SIGNER IS REP'ESE LNG: WITNESS;;,,hand any,', ial Seal. NAME•F RE•soN(s)••ENry oES) ,( ar■0 il r. , Ar,� Sir,• IP OTARV SO j sr OPTIONAL SECTI r THIS CERTIFICATE MUST BE A ACHED TO TITLE OR TYPE OF DOCUMEN THE DOCUMENT DESCRIBED AT RIGHT: ��JJ NUMBER OF PAGES — DATE OF DOCUMENT b". a7- , Though the data requested here is not required by law, / • it could prevent fraudulent reattachment of this form. SIGNER(S)OTHER THAN NAMED ABOV S.' _ .. A ' II ©1992 NATIONAL NOTARY ASSOCIATION•8236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 91 309-71 84 ' STATE OF CALIFORNIA ) ss. COUNTY OF LOS ANGELES ) On W. \C- , 1991, before me, the undersigned, a Notary Public in and for said County and State, personally appeared DANA JOHN MacKAY, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is sub- scribed to the within instrument and acknowledged to me that he executed the same. WITNESS my hand and official seal. Seal c O OFFICIAL SEAL ( )I JEAN WOOD 4 NOTARY PUBLIC - CALIFORNIA Signature of Notary Public 4 LOS ANGELES COUNTY ' My comm. expires AUG 10, 1993 1 STATE 0 ALIFORNIA ) J ) ss. COUNTY OF LOS ANGELES ) D On Z-C• 1L , 1991, before me, the undersigned, a Notary Public in and for said County and State, personally appeared LARY J. MIELKE, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same. WITNES .____ _• __�of ' -ial seal. OFFICIAL SEAL JEAN WOOD LO/x' NOTARY PUBLIC - CALIFORNIA •Signature of Notary Public (Seal) 4 J LOS ANGELES COUNTY My comm. ewes AUG 10, 1993 , STATE OF CALIFORNIA ) ss. COUNTY OF LOS ANGELES ) On DCG (L , 1991, before me, the undersigned, a Notary Public in and for said County and State, personally appeared THOMAS R. TELLEFSEN, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same. __ • 4 . 10 ' ial seal. r_ �� OFFICIAL SEAL L- JEAN WOOD I�" NOTARY PUBLIC - CALIFORNIA (Seal); 46 Las ANGELES COUNTY Signature of Notary Public My comm. expires AUG 10, 1993 P:\Y\IC\R.? e.•-- -^ . - s'- -4- • • EXHIBIT A The land referred to herein is situated in the County of Orange, State of California, and is described as follows: Parcel A: Parcel 1 of Parcel Map No. 87-131, in the City of Seal Beach, County of Orange, State of California, as per map recorded in Book 233, Pages 15, 16 and 17 of Parcel Maps, in the office of the County Recorder of said County. Parcel B: An easement for parking purposes over the Northerly 45 feet of the Easterly 182.50 feet of Parcel 2 of Parcel Map No. 87-131, in the City of Seal Beach, County of Orange, State of California, as per map recorded in Book 233, Pages 15, 16 and 17 of Parcel Maps, in the office of the County Recorder of said County, as set forth in that certain agreement recorded June 20, 1989 as Instrument No. 89-323193 of Official Records. F:\W\IC\RODI\ZOEIERU.EASEMAS.MEM -1- • • II-lb , T A3 ,'. i . . Recording Requested By And When Recorded Return To: William R. Christian, Esq. Rodi, Pollock, Pettker, Galbraith & Phillips 801 S. Grand Ave. , Suite 400 ' Los Angeles, CA 90017 . MEMORANDUM OF MASTER LEASE Term of lease lass than 99 years. This MEMORANDUM „MASTER • , (the "Memorandum") is entered as of this a _1 day of rte.._, . , 1992-by and between the REDEVELO NT AGENCY a•F THE C ``Y OF SEAL BEACH, as landlord (the "Landlord") , an• DANA JO I MacKAY, as to an undivided fifty percent (50%) interest, and those entities set forth on Exhibit A, attached hereto and expressly hereby incorpo- rated herein by reference as to a collective undivided fifty percent (50%) interest, all as tenants in common, as tenant (the "Tenant") ., with reference to the following recitals of fact: A. WHEREAS, the Landlord has leased to GEMTEL CORPORATION and DANA J. MacKAY (hereinafter collectively, the "Initial Tenant") certain real property located in the City of Seal Beach, County of Orange, State of California and more particularly described on Exhibit B attached hereto (the "Property") , pur- suant to the terms of that certain Master Lease, dated as of November 30, 1987, as amended by First Amendment to Master Lease, dated August 31, 1989 (the "Master Lease") ; B. WHEREAS, pursuant to that certain Memorandum of Lease Agreement recorded in the Official Records of Orange County as Document No. 89-323192 , the interest of the Original Tenant was assigned to ZOETER PLACE ASSOCIATES, a California general partnership. C. WHEREAS, pursuant to a Memorandum of Lease Agreement, the interest of the Original Tenant was assigned to DANA JOHN MacKAY, as to an undivided fifty percent (50%) interest, LARY J. MIELKE, as to an undivided twenty-five percent (25%) interest, and THOMAS R. TELLEFSEN, as to an undivided twenty-five percent (25%) interest; D. WHEREAS, LARY J. MIELKE and THOMAS R. TELLEFSEN (the "Assignors") desire to assign their interests to the Assignees; • • E. WHEREAS, pursuant to Article 14 .2 of the Master Lease, Assignors assigned all of their right, title and interest in and to an undivided fifty percent (50%) interest in the Master Lease to Tenant pursuant to that certain undated Assignment of Tenant's Interest in Lease and have further transferred related interests in the Parking Easement Agreement dated March 6, 1989; and F. WHEREAS, Landlord and Tenant desire to enter into this Memorandum as required by Section 22.5 of the Master Lease. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the adequacy and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Landlord leases to Tenants, and Tenants lease from Landlord, the Property, pursuant to the terms of the Master Lease. 2 . The rentals to be paid by Tenants and all of the rights and obligations of the parties with respect to the Property are set forth in the Master Lease. 3. This instrument is a memorandum of the Master Lease and is subject to all of the terms and conditions thereof. IN WITNESS WHEREOF, the parties hereto have entered into this Memorandum of Master Lease on the day and year first written above. "LANDLORD" REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH, a public body, corporate and politic By _ Its Vice Chairman �ST:` �y Cle TENANT : D ' A *FIN _c, [Signatures Continued] -2- • • [Signatures Continued] : Trust A created under the Karl and Tina Rodi Family Trust under Declaration of Trust dated 12/11/81 By Albertina M. Rodi, Trustee By Margaret R. Galbraith, Trustee The Rodi Group: Trust C created under the Karl and Tina Rodi Family Trust under Declaration of Trust dated 12/11/81 By Albertina M. Rodi, Trustee By Margaret R. Galbraith, Trustee Trust created for the benefit of Albertina Mary Niblo under the Karl and Tina Rodi Family Trust under Declaration of Trust dated 12/11/81 By Albertina M. Rodi, Trustee By Margaret R. Galbraith, Trustee Trust created for the benefit of Anne-Elizabeth Niblo under the Karl and Tina Rodi Family Trust under Declaration of Trust dated 12/11/81 By Albertina M. Rodi, Trustee By Margaret R. Galbraith, Trustee [Signatures Continued] -3- • • [Signatures Continued] : Albertina Mary Niblo 1984 Trust under Declaration of Trust dated 6/25/84 By. Margaret R. Galbraith, Trustee Anne-Elizabeth Niblo 1984 Trust under Declaration of Trust dated 6/25/84 By Margaret R. Galbraith, Trustee Laura Galbraith Scharlach 1984 Trust under Declaration of Trust dated 6/25/84 By Margaret R. Galbraith, Trustee Katherine Galbraith 1984 Trust under Declaration of Trust dated 6/25/84 By Margaret R. Galbraith, Trustee Robert Galbraith 1984 Trust under Declaration of Trust dated 6/25/84 By Margaret R. Galbraith, Trustee Margaret R. Galbraith, a married woman, as her separate property P:\4\IC\RODI\ZOETER\LEASEMA2.MEM -4- . '\ • • STATE OF CALIFORNIA ) ) ss. COUNTY OF ) On , 1991, before me a Notary Public in and for said County and State, personally appeared , known to me or proved to me on the basis of satisfactory evidence to be the erson whose name is subscribed to the within instrument as the chairman of the REDEVELOPMENT AGENCY OF THE CITY OF SEAL-BEACH, a public body, corporate and politic, and acknowledged that he executed the same on behalf of such Agency and acknowledged that such Agency executed the same. WITNESS my hand and official seal. Signature of Notary Public (Seal) • • CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT No.5193 OPTIONAL SECTION v• State of CAPACITY CLAIMED BY SIGNER (, y Count of Though statute does not require the Notary to •L/ fill in the data below, doing so may prove / ' - valuable to persons relying on the document. On 1— 7-9. bef• ' /<✓- , /t ,< / , INDIVIDUAL .- � - NM..i / DATE NAM•.TI an • . .•E, • 6ua ❑ CORPORATE OFFICER(S) personally appeare• ,,./L,,..,_.,.,_-_, - .,- -/ TITLE(s) NAME(S)Y IGNER(S) PARTNER(S) LIMITED ersonally known o me -OR - ❑ proved to me o I he basis of satisfactory evidence ❑ El GENERAL to be the person** whose name(,* is/ase ATTORNEY-IN-FACT subscribed to the within instrument and ac- knowledged to me that pe/she/tbeq executed ❑TRUSTEE(S) the same in bAd/her/tbeir authorized ❑GUARDIAN/CON ERVAT capacityOsm), and that by Mather/their 0,6THER: r i LIBERTAD R. GONZALES V signaturehs) on the instrument the person(*, IL... ... •.t�;,�Q Comm.#979919 or the entity upon behalf of which the h;;gr NOTARY PU8UC•CA1ffORNW I1 personfa'Jacted, executed the instrument. Il - Orangecounq a SIGNER IS REPRESENTING: AN comm.Expires oec.3.1996 ` WITNESS my hand and official seal. NAME OF PERSO (S)OR TITY(IE / �� iii / IS/ '. N,cr:E iF NI'V OPTIONAL SE ION THIS CERTIFICATE MUST BE ATTACHED TO TITLE OR TYPE OF DOCUMENT L? eCi THE DOCUMENT DESCRIBED AT RIGHT: NUMBER OF PAGES —ID— DATE G T/EE}OF��//OCUMEENTT —�//o/��' Though the data requested here is not required by law, SIGNERS OTHER THAN NAMED ABOVE L-✓ • / 6^1 it could prevent fraudulent reattachment of this form. SIGNER(S)) \\\\\\'`�\ti\\\\\\\\'t\\\1��'\\l1\�'`\\1\'`- ©1992 NATIONAL NOTARY ASSOCIATION•8236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 91309-7184 • • STATE OF CALIFORNIA ) ss. COUNTY OF LOS ANGELES ) On 1)GG. ∎ to , 1991, before me, the undersigned, a Notary Public in and for said County and State, personally appeared DANA JOHN MacKAY, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is sub- scribed to the within instrument and acknowledged to me that he executed the same. WITNESS my hand and official seal. eip‘ OFFICIAL SEAL 1 yt JEAN WOOD � ��� (Sea 1 �� � NOTARY PUBLIC -CALIFORNIA 't 1RJ LOS ANGELES COUNTY Signature of Notary Public i,: My co mm. expires AUG 10, 1993 STATE OF CALIFORNIA ) ss. COUNTY OF LOS ANGELES ) On , 1991, before me, the undersigned, a Notary Public in and for said County and State, personally appeared ALBERTINA M. RODI, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument as a trustee of the trusts specified therein and acknowledged to me that such trusts executed the same. WITNESS my hand and official seal. (Seal) Signature of Notary Public -6- • • STATE OF CALIFORNIA ) ss. COUNTY OF LOS ANGELES ) On , 1991, before me, the undersigned, a Notary Public in and for said County and State, personally appeared MARGARET R. GALBRAITH, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same. WITNESS my hand and official seal. (Seal) Signature of Notary Public STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) On , 1991, before me, the undersigned, a Notary Public in and for said County and State, personally appeared MARGARET R. GALBRAITH, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument as a trustee of the trusts specified therein and acknowledged to me that such trusts executed the same. WITNESS my hand and official seal. (Seal) Signature of Notary Public F:\W\IC\RODI\ZOETER\LEASEMA2.MEM -7- fXHISIT A Percentage Name Interest Albertina M. Rodi and Margaret R. Galbraith, Trustees of Trust A created under the Karl and Tina Rodi Family Trust under Declaration of Trust dated December 11, 1981 c/o James M. Galbraith, Esq. 2600 Mission St. , Suite 200 San Marino, CA 91108-1676 Albertina M. Rodi and Margaret R. Galbraith, Trustees of Trust C created under the Karl and Tina Rodi Family Trust under Declaration of Trust dated December 11, 1981 c/o James M. Galbraith, Esq. 2600 Mission St. , Suite 200 San Marino, CA 91108-1676 Albertina M. Rodi and Margaret R. Galbraith, Trustees of that certain trust created for the benefit of Albertina Mary Niblo under the Karl and Tina Rodi Family Trust under Declaration of Trust dated December 11, 1981 c/o James M. Galbraith, Esq. 2600 Mission St. , Suite 200 San Marino, CA 91108-1676 Albertina M. Rodi and Margaret R. Galbraith, Trustees of that certain trust created for the benefit of Anne-Elizabeth Niblo under the Karl and Tina Rodi Family Trust under Declaration of Trust dated December 11, 1981 c/o James M. Galbraith, Esq. 2600 Mission St. , Suite 200 San Marino, CA 91108-1676 -1- • 0 Margaret R. Galbraith, Trustee of the Albertina Mary Niblo 1984 Trust under Declaration of Trust dated June 25, 1984 c/o James M. Galbraith, Esq. 2600 Mission St. , Suite 200 San Marino, CA 91108-1676 Margaret R. Galbraith, Trustee of the Anne-Elizabeth Niblo 1984 Trust under Declaration of Trust dated June 25, 1984 c/o James M. Galbraith, Esq. 2600 Mission St. , Suite 200 San Marino, CA 91108-1676 Margaret R. Galbraith, Trustee of the Laura Galbraith Scharlach 1984 Trust under Declaration of Trust dated June 25, 1984 c/o James M. Galbraith, Esq. 2600 Mission St. , Suite 200 San Marino, CA 91108-1676 Margaret R. Galbraith, Trustee of the Katherine Galbraith 1984 Trust under Declaration of Trust dated June 25, 1984 c/o James M. Galbraith, Esq. 2600 Mission St. , Suite 200 San Marino, CA 91108-1676 Margaret R. Galbraith, Trustee of the Robert Galbraith 1984 Trust under Declaration of Trust dated June 25, 1984 c/o James M. Galbraith, Esq. 2600 Mission St. , Suite 200 San Marino, CA 91108-1676 Margaret R. Galbraith, a married woman, as her separate property c/o James M. Galbraith, Esq. 2600 Mission St. , Suite 200 San Marino, CA 91108-1676 Total Participation 50% F:\W\IC\RODI\ZOETER\LEASEMA2.MEM -2- • ZXHIBIT B The land referred to herein is situated in the County of Orange, State of California, and is described as follows: Parcel A: Parcel 1 of Parcel Map No. 87-131, in the City of Seal Beach, County of Orange, State of California, as per map recorded in Book 233 , Pages 15, 16 and 17 of Parcel Maps, in the office of the County Recorder of said County. Parcel B: An easement for parking purposes over the Northerly 45 feet of the Easterly 182.50 feet of Parcel 2 of Parcel Map No. 87-131, in the City of Seal Beach, County of Orange, State of California, as per map recorded in Book 233, Pages 15, 16 and 17 of Parcel Maps, in the office of the County Recorder of said County, as set forth in that certain agreement recorded June 20, 1989 as Instrument No. 89-323193 of Official Records. F:\W\IC\RODI\ZOETER\LEASEMA2.MEM -1-