HomeMy WebLinkAboutC-7676-1 - Ground Lease (Bayview Landing Open Space - Newport Dunes Entrance), Amendment No. 1-5, Extension LetterOctober 15, 2014
City of Newport Beach
Office of the City Attorney
100 Civic Center Drive
Newport Beach, CA 92658-8915
Attn: Leonie Mulvihill, Esq.
Re: Exercise of Ground Lease Extension Option
Entry Parcel to Ne ort Dunes Wate ark
Dear Leonie:
We are counsel to Waterfront Resort Properties, L.P., a California limited partnership,
and Newport Dunes Marina, LLC, a California limited liability company (collectively,
"Lessee"), as the current lessee under that certain Ground Lease dated as of June 1, 1962, by and
between The Irvine Company, a West Virginia corporation, as initial lessor, and Newport Dunes,
Inc., a California corporation, as initial lessee, as heretofore amended by amendment documents
dated April 1, 1966, December 1, 1970, March 28, 1984, February 10, 1989, and July 14, 2003
(as so amended, the "Ground Lease"). The Ground Lease pertains to certain real property which
consists of the entryway parcel to Newport Dunes Waterpark (the "Entryway Land").
Lessee previously provided notice of exercise of its extension option under the Lease to
The Irvine Company LLC as successor to the Initial Lessor, and in response was advised that the
real property which is the subject of the Ground Lease was transferred to the City of Newport
Beach subject to the Ground Lease, pursuant to that certain Offer of Declaration and Acceptance
recorded May 1, 2006 in the Official Records of Orange County as Instrument No,
2006000290856. A copy of such notice and response Ietters are attached hereto as Exhibits A
and B for your reference.
Pursuant to Section 3.1 of Amendment No. 4 to Ground Lease, dated February 10, 1989,
Lessee has an Option to extend the term of the Ground Lease (the "Ground Lease Extension
Option") from its present termination date of February 16, 2024, until February 16, 2039.
Pursuant to Section 3.1(c) of Amendment No. 4 to Ground Lease, the term of the Ground Lease
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ATTORNEYS AT LAW
NOSSM NL�P
Py
18141 Von Kannan Avenue
Suite 1840
Irvine, CA 926 t2
T 949.833.7800
F 949.833.7878
Kenneth S. Kramer
VIA HAND DELIVERY
D 949.477.7645
kkramer@nossaman.com
Refer To File #: 280917-0001
October 15, 2014
City of Newport Beach
Office of the City Attorney
100 Civic Center Drive
Newport Beach, CA 92658-8915
Attn: Leonie Mulvihill, Esq.
Re: Exercise of Ground Lease Extension Option
Entry Parcel to Ne ort Dunes Wate ark
Dear Leonie:
We are counsel to Waterfront Resort Properties, L.P., a California limited partnership,
and Newport Dunes Marina, LLC, a California limited liability company (collectively,
"Lessee"), as the current lessee under that certain Ground Lease dated as of June 1, 1962, by and
between The Irvine Company, a West Virginia corporation, as initial lessor, and Newport Dunes,
Inc., a California corporation, as initial lessee, as heretofore amended by amendment documents
dated April 1, 1966, December 1, 1970, March 28, 1984, February 10, 1989, and July 14, 2003
(as so amended, the "Ground Lease"). The Ground Lease pertains to certain real property which
consists of the entryway parcel to Newport Dunes Waterpark (the "Entryway Land").
Lessee previously provided notice of exercise of its extension option under the Lease to
The Irvine Company LLC as successor to the Initial Lessor, and in response was advised that the
real property which is the subject of the Ground Lease was transferred to the City of Newport
Beach subject to the Ground Lease, pursuant to that certain Offer of Declaration and Acceptance
recorded May 1, 2006 in the Official Records of Orange County as Instrument No,
2006000290856. A copy of such notice and response Ietters are attached hereto as Exhibits A
and B for your reference.
Pursuant to Section 3.1 of Amendment No. 4 to Ground Lease, dated February 10, 1989,
Lessee has an Option to extend the term of the Ground Lease (the "Ground Lease Extension
Option") from its present termination date of February 16, 2024, until February 16, 2039.
Pursuant to Section 3.1(c) of Amendment No. 4 to Ground Lease, the term of the Ground Lease
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City of Newport Beach
October 15, 2014
Page 2
may be extended by Lessee upon delivery to lessor of: (a) a written notice stating Lessee's
intention to exercise the Ground Lease Extension Option to extend the term of the Ground Lease,
and (b) an accompanying copy of the executed Parcel C Amendment which is part of the Lease
(Newport Dunes Aquatic Park), dated February 16, 1989 (the "County Ground Lease"), between
the County of Orange and Lessee's predecessor -in -interest, Newport Dunes Partnership.
A copy of the required Parcel C Amendment to the County Ground Lease is also attached
as part of Exhibit B, the extension notice letter to The Irvine Company LLC.
Our client, as Lessee under the Ground Lease, hereby notifies the City, as the successor
lessor under the Ground Lease, of its election to exercise the Ground Lease Extension Option to
extend the term of the Ground Lease until February 16, 2039.
We hereby request confirmation of Lessee's exercise of the Ground Lease Extension
Option from the City, as the successor -in -interest to Irvine as lessor under the Ground Lease.
Please confirm the City's acceptance of Lessee's exercise of the Ground Lease Extension Option
by causing the City to execute this letter in the space provided below. Following such execution
by the City, please forward a copy of the same to me via email and return an original version of
the City's acknowledgment to my attention at the address above.
Your attention to this matter and assistance is greatly appreciated.
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City of Newport Beach
October 15, 2014
Page 3
Please do not hesitate to contact me if you have any questions or comments regarding the
foregoing.
Sincerely yours,
j�
Kenneth S. Kramer
of Nossaman LLP
KSKI/mrr)
Enclosures
cc: William Yerrick, Esc{.
Confirmed:
THE CITY OF NEWPORT BEACH, a California
Municipal corporation and chartered city
By:
Name: ' f f
"Title: City Manaq(-r
Date: 1-14-15
APPROVED AS TO FORM:
By: VVI l�
Name: Leonie Mulvihill
TitlI.W/City Attorney T
ATTES
. r
VO
City Clerk
9000635.vl
EXTIIBIT A
EXTENSION NOTICE LETTER
(See attached)
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x
Goldrich
"• L E A D E R S I
��uru�is�
& Kest Industries, LLC
N R E A L E S T A T E S I N C E 1 9 5 7
VIA FEDERAL EXPRESS
July 31, 2014
The Irvine Company
111 Innovation Drive
trvi4e, CA 92617
Attention: Jeffrey J, Wallace, Esq.
Re:
Back Bay Drive to the Newport Dunes Waterpark and. Resort -
Exercise of Ground Lease Extension Option
Ladies and Gentlemen:
Reference is made to that oertaih Ground Lease dated as of June 1; 1962, by and
between The In(he CtmMy, 'a W4W Virginia corporation, and Newport Durres, Inc., a
California eorpertottnit, as hemO(Ve emended by amendmW dbcumertt date l April 1, 1966,
December 1, ISM Mardh 28,'1984, February 10, 1989, and Ju y 14, 2008 {collectively, the
"Irvine Company undue #). The. m- parties to the i'i•wne artyZrourid Lease -are
The trvine Comp", O Datawsra obrporation, :as "Lessor,", an($ Wat�erlropt Resort Properties,
L.P... a California Grnited partnership, and Newport Qunes Marina; LLG, a California limited
lfiirr company, colteively as "Lessee" Capitalized terms used but not de6r(ed herein have
11* meanings aaalbed to si.tditetior. trithe Irvine Company Grotmd Lga$R.
Putsuard to Sodion 3:1 of A ndment NQ. 4. to Ground L. % dated Fthruafy 111,
1989, Lessee has an Option to extend the term of the Irvine Grana! y Cia.0d t 6.(t O
"Ground Lease extension Option") from its present termination dato of Fd".W 2024, ttrltil
February 16, 203,9, Parsuant to Section 3.1(c) of Amendment No. 4 W WMd: I-OaSe, the term
df the Irvine Company Ground Lease can be extended by Lessee upw delivery to Lessor of: (a)
a written notice staring Lessee's intention to exercise the Ground Lease Extension Option to
extend the tem of -the U*rro Odmpany Ground Lease, and (b) art accOmpaYincq ropy of -the
executed Parcel O Ama ndMeat. Whioh is a part of the Lease (Ne"rt tunes. Aquatfo Dark),
dated February 16., 1989, between the County of Orange ("County" aTtd t essee's predecessor-
in -interest, Newport Dunes Partnership (the "County Ground Lease").
AttacheA is a Qa<py -of f ie aforementioned Parcet G Amendment.
Lessee heret' eieote. W exercise the Ground Lease Ektdrisiott Optfon under tha Irvine
Company Gmtrt d Lase to %tw d the tern of the Irvine. GaMpaW. QrQwd Lease uritit !=-ebnmrp
1 0, 2039.
Lessee hereby requests confirmation of the approval Of Lessee's rMign, of -the
Ground Lease Extension Option as set forth above.
Yout 000perat[on and assi-stimce is greariy appi'ep)ated.
615 Overiaad Avetkue e Cul"r City, Chi. 90230
310.204. 2050 fifx 310. 204. 1900 www.GKiad.com
The Irvine Company
Attention: Jeffrey J. Wallace, Esq.
July 31, 2014
Page 2
Please do not hesitate to contact us if you have any questions regarding the above.
Sincerely yours,
Newport Dunes Marina, LLC,
on behalf of itself and
Waterfront Resort Properties, LLC
By: SK Group/ , LLC, a Manager
By
zra Kest, Manan r
Approved and confirmed:
THE IRVINE COMPANY, a Delaware corporation
By:
Name:
Title:
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iA55B-101.21, 101.51,
3pper Newport Bay
Newport Dunes)
PARCEL C LEASE AMENDMENT
THIS LEASE AMENDMENT is made fla y 15-� 1994 by and between County of Orange, hereinafter
referred to as "LESSOR," and Newport Dunes Partnership, a California general partnership, hereinafter
referred to as "TENANT," without regard to number and gender.
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RECITALS
1. On February 16, 1989, TENANT and LESSOR entered into a Lease for the redevelopment and
operation of a portion of Newport Dunes Aquatic Park commonly known as Parcel A.
2. TENANT and County entered into an Option Agreement To Amend Lease on the same date as said
Lease to obtain lease amendments for redevelopment and operation of a marina on Parcel B and a hotel
on Parcel C at Newport Dunes Aquatic Park.
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3. On December 31, 1990, the option for the Parcel B Lease Amendment was exercised and that area
commonly known as Parcel B was added to the Lease.
4. On April 28, 1992 the Lease and the Option Agreement to Amend Lease were amended and, among
other things, Parcel B and Parcel C were reconfigured to conform with the Parcel- B improvements.
5. On January 1, 1993, Webster Hotel Building Partnership acquired a 25% general partnership interest in
Newport Dunes Partnership,
6. Due to unfavorable market conditions, TENANT does not anticipate hotel development in the
foreseeable future and TENANT requests to add Parcel C to the Lease and operate a dry boat and
recreational vehicle storage facility on Parcel G
7. LESSOR agrees there is no foreseeable market for hotel development and agrees to add Parcel C to the
Lease for use as an interim dry boat and recreational vehicle storage facility while awaiting future
development on the site
RC4nlAL �;V
NOW; 111EREFORE, in consideration of the mutual covenants and agreements hereinafter c; ,
LESSOR and TENANT hereto mutually agree to amend said Lease as follows: j
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It is mutually agreed that this Lease Amendment shall supersede the Option Agreement to Amend
Lease, as amended, and the license dated February 16, 1989 between the parties hereto covering all
or any portion of the Demised Premisgs and shall fulfill the option requirements as set forth in said
Option Agreement to Amend Lease, as amended. Towards that end, TENANT agrees to:
(1) Option Fees. 'TENANT to pay to LESSOR Two Hundred and Fifty Thousand Dollars
($250,000) in option fees. Said fees to be payable as follows:
a. TENANT to pay to LESSOR Fifteen Thousand Dollars ($15,000) within 15 days of the
execution date of this Lease Amendment.
b. The balance of the option fees ($235,000) shall be amortized over the remaining term of
the lease at 10% interest. Commencing on the first day of the first full calendar month
following the execution of this Lease Amendment, TENANT shall pay to LESSOR equal
monthly installments of principal and interest based on an amortization of the remaining
Lease term at 10%b interest. Payments shall be made in accordance with Clause 14
(RENT PAYNE[INT PROCEDURE) and shall be subject to late fees in accordance with
Clause 15 (CHARLIE FOR LATE PAYN ENT). Interest shall commence with the
effective date of this Lease Amendment.
(2) Economic Feasibility Study. LESSOR and TENANT are desirous of better understanding their
mutual opportunities for maximum econornic return from public serving uses on Parcel C. LESSOR
shall retain a qualified economic consultant to evaluate and develop recommendations on highest
and best interim and ultimate uses for Parcel C; such study to address both the originally planned
"hotel" and 'restaurant' sites jointly and severally in accordance with the scope of work, attached
hereto as Exhibit F
TENANT shall pay to LESSOR within 15 days of the execution date of this Lease Amendment Ten
Thousand Dollars ($10,000) as its contribution towards the Economic Feasibility Study. TENANT
shall cooperate fully with LESSOR's consultant in the preparation of the Economic Feasibility
Study.
Delete Clause 2 (DEMISED PREMISES) and substitute therefore the following:
2. DEMISED PREMSFS
LESSOR leases to TENANT. and TENANT takes and leases in -as is' condition from LESSOR that
certain property (land and water) hereinafter referred to as -Demised Prenuses.' described in ibit
A and shown on Fxidbit B attached hereto and by reference made a part hereof The DemisAd --
Premises has been expanded pursuant to Clause 7 (OPTION TO EXPAND LEASE AREA).
Add to Clause 5A (Required Services and Uses) the following subsection:
(3) Parcel C with dry boat and recreational vehicle storage:
Interim Dry Boat and Recreational Vehicle (RV) Storage
2.
d Add to Clause 5B (Optional Services and Uses) the following subsection:
2 (9) Parcel C with hotel:
3 a. Family Inn (hotel)
4 b. Restaurant A (will be open for breakfast, lunch, and dinner)
c. Pay telephones
5 d. Drinking Fountains
e. Pedestrian promenade (public walkway)
6 f. Commercial offices/businesses (marine related). Said development may be located on Parcel
B and /or changed to optional use upon prior written approval by Director, EMA/Harbors,
7 Beaches and Parks.
8 . Delete Clause 6 ('PERM) and substitute therefore the following Clause 6:
9 6. TERM
10 The term of this Lease shall be fifty (50) years, commencing the first day of the first full calendar
11 month following the date of execution of this Lease by LESSOR.
12 Delete the following paragraphs from Clause 7 (OPTION TO EXPAND LEASE AREA):
13 In the event that the Option for Parcel C has expired and this Lease has not been amended to include
said parcel for the development and operation of a hotel, the term of this Lease shall be reduced from
14 fifty (50) years to thirty-five (35) years from the effective date of this %e. In the event of a
LA= reduction of the Leterm due to non-performance, the Rea.eas
Real Estate Manager will prepare and
15 record an estoppel certificate reciting the failure of TENANT to exercise the Option to incorporate
Parcel C into the Demised Premises and noting the reduction in the term of the Lease as provided
16 herein. Said estoppel certificate shall be conclusive evidence of the reduction of the Lease term to
17 thirty-five (35) years.
18 In the event that the Option for Parcel C has expired and Restaurant B has not been completed and
this Lease has not been amended to include Parcel C for the development and operation of a hotel, or
19 amended to allow additional time for the completion of Restaurant B, Parcel B-2 shall be excluded
from the Demised Premises and no longer a part of this Lease. In the event of an exclusion of Parcel
20 B-2 from the Demised Premises due to non-performance, TENANT shall execute, acknowledge, and
deliver to the Director, GSA/Real Estate within thirty (30) days after receipt of written demand
21 therefor, a good and sufficient deed whereby all right, title and interest of 'TENANT in Parcel B-2 is
quitclaimed to LESSOR. Should TENANT Esti or refuse to deliver the required deed to the Director,
22 GSA/Real Estate, the Director may prepare and record a notice reciting the failure of TENANT to
execute, acknowledge, and deliver such deed and said notice shall be conclusive evidence of the
23 exclusion of Parcel B-2 from the Demised Premises. Wt
i.f
24 In the event that the Option for Parcel C has expired and Restaurant B has not been corn
25 and/or this Lease has not been amended to include Parcel C for the development and vpe
a
hotel, or amended to allow additional time for the completion of either, then TENANT he gkingets
to LESSOR or any tenant of LESSOR a non-exclusive easement for ingress► egress,
and those parking lot areas, access roads, driveways, and sidewalks located upon Parcel B from
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I time, hereinafter referred to as "Parcel B Areas" and LESSOR hereby agrees that this easement shall
be reciprocal and shall extend to TENANT the same rights over such area located upon Parcels B-2
2 and .0 from time to time, hereinafter referred to as "Other Areas,Q subject to the following:
3 A. Such parking shall be on a non -assigned basis.
4 B. 'TENANT and LESSOR agree that the cost of maintaining and operating the Parcel B Areas
5 and Other Areas shall be calculated and shared on a prorated basis using the traffic and
parldng generation statistics established in the study conducted by Weston Pringle and
6 Associates in 1990 and approved by the City of Newport Beach or such other studies as may be
7 conducted and approved by the City of Newport Beach.
C. LESSOR shall indemnify, defend, and hold TENANT harmless from all claims, demands,
8 liabilities and expenses arising out of LESSOR's or its tenants's use of the Parcel B areas; in
any liability insurance maintained by LESSOR or its tenant, TENANT shall be named
9 additional insured.
10 G. Add to Clause 8A (Minimum Annual Rent) the following subsection:
11 (3) Parcel C with hotel. It is the intent of this section that TENANTS obligation to pay the
12 minimum annual rent for Parcel C shall commence upon the start of construction of the hotel.
13 The minimum annual rent for Parcel C for the first lave years, commencing as specified above,
shall be in accordance with the following schedule:
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Year M all nurn Rent
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is S --
16 2 First six months* --
Second six months 125,000
17 3 300,000
18 4 325,000
S 350,000
ig
• First eighteen months is construction time.
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The minimum neat for Parcel C shall be paid in addition to any other amount identified for other
21 portions of the Demised Premises. After the first five years from the start of construction of the
hotel, Parcel C shall be included with other portions of the Demised Premises and the minimum
22 annual rent shall be automatically adjusted in accordance with provisions of Clause 11
(REVISION OF REND. MIT"
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(4) Parcel C with dry boat and &V -storage. It is the intent of this section that TENANTS ' !
24 to pay the minimum annual rent for Parcel C shall continence the first day of the first ex
25 month following the date. of execution by LESSOR of the Parcel C Lease Amendment expanding
the Demised Premises.
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1 The minimum annual rent for Parcel C for the first five years, commencing as specified above,
2 shall be Twenty -Six Thousand and Four Hundred Dollars ($26,400) per year. The minimum
annual rent for Parcel C shall be paid in addition to any other amount identified for other
3 portions of the Demiscd Premises. After the first five years from the effective date of the
Parcel C Amendment, Parcel C shall be included with other portions of the Demised Premises
4 and the minimum annual rent shall be automatically adjusted in accordance with provisions of
Clause 11 (REVISION OF RENT).
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H. Add to Clause 8B (Percentage Rent) the following subsection:
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(3) Parcel C with hotel. It is the intent of this section that TENANr's obligation to pay percentage
7 rent for Parcel C shall commence upon the filing of a Notice of Completion for the Family Ina
(hotel), issuance of a Use and Occupancy permit from CITY, or the expiration of the first
8 eighteen months of construction, whichever occurs first.
9 The percentage rent for Parcel C shall be as in accordance with the following schedule:
10 Pereentag Rents and Effective Dates
11 'Thereafter to
Business Activities/ Hotel Operating Operating Scheduled
12 Service or Use Construction Years 2 Years 3-5 Revision
13 Faunily Ina (hotel)
14 Rooms 0 3 4 6
Meeting 0 3 S S
15 Telephone Charges 0 3 S S
16 Restaurants
Food 0 3 3 3
17 BeveragatBar 0 3 3 5
18 Unapproved Use 0 100 100 100
19 Percentage rent for other approved uses on Parcel C to be determined prior to implementation.
20 (4) 1 C with da boat and RY Stora e. It is the intent of this section that TENAN *s obligation
21 to pay percentage rent for Parcel•C shalt commence upon execution by LESSOR of the Pared C
Lease Amendment expanding the Demised Premises.
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The percentage rent for Parcel C, commencing as specified above, shall be as fo '
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Business Activities/
24 Service or Use Eercerttage Rent 1
25 Dry Boat and RV Storage 35% _
26 Unapproved use . 100%
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Percentage rent for other approved uses on Parcel C to be determined prior to implementation.
2 LESSOR and TENANT recognize that percentage rent to LESSOR for Parcel C is substantially
3 greater than for similar uses on Parcel A. This differential is the mutual intent of LESSOR and
TENANT, now and in the future, owing to the facts that under the originally negotiated Lease
4 Parcel C was to remain LESSOR's property unless 'TENANT met option requirements to timely
construct a hotel and restaurant, and that TENANTS proposed use involves minimal capital
5 investment and minimal incremental added operating costs. LESSOR and "TENANT further
agree that the percentage rent to LESSOR for Parcel C in this instance is not a market
6 comparable rent and will not be used by LESSOR to establish "market rents" for dry boat or RV
storage.
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1. Add to 18A (Minimum Construction and Timing) the following subsection:
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(3) Parcel C with hotel. The construction period for the hotel shall include no more than the fust 18
9 months following the start of construction and the improvements, as a minimum, shall include:
10 a. Hotel, hereinafter referred to as 'Family Inn"
11 1) 275 Rooms
12 2) Two Meeting Rooms, 100-person capacity
3) Restaurant A and cocktail lounge (minimum 7,500 square feet)
13 The restaurant will be open for breakfast, lunch, and dinner.
4) Drinking Fountains
14 5) Pay Telephones
6) Pedestrian Promenade (public walkway)
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b. Furniture, Fixtures and Equipment. TENANT shall provide all furniture, fixtures and
16 equipment, hereinafter referred to as "FF&E," operating equipment, and other personal
17 property to be installed in the Family Inn. The quality and type of FF&E to be installed in
the Family Inn shall be consistent with that normally installed in a first-class facility. FF&E
18 includes all items of furnishings and equipment for all guest rooms, public and employee
areas, •including, in general, but not lintited to, all items attached to or set within or upon the
9 finished walls or surfaces of the Family Inn. No lender holding any Hen on any portion of
the, ME shall have any lien or interea in the land of the leasehold estate of LESSOR.
20 Upon termination of this Lease, at the end of the term or upon any earlier termination, any
ME then in the Family inn shall be surrendered to and become the property of LESSOR,
21 subject to any Bens to which FF&E may be subject- Nothing contained herein shall be
deemed to limit the right of 'TENANT to lease such items of FF&E as are customarily
22 leased in the hotel industry.
23 c. Commercial offices/Businesses. Approximately 5000 square feet. ixrFLAL
24 d. Restaurant B. Development of a dinnerhouse quality restaurant and eocktailg ? K.
25 (minimum 6,000 square feet).
The design
approval process for the above improvements shall be the same as in that separate `
26 document entitled Otion Agreement to Amend Lease dated Ftbnrary 16, 1989. l
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LESSOR acknowledges that TENANT is not obligated to build the above improvements and
TENANT acknowledges that LESSOR is under no obligation to extend the term of the Lease to
accommodate or facilitate the construction of the above improvements.
J. Add to Clause 30 (INSURANCE) Section B(6) the following paragraph:
TENANT agrees to insure the Family Inn and its contents against loss or damage by earthquakes and
floods if the cost of obtaining such policies does not matedAy increase the cost of coverage under the
preceding portion of this Clause or if the same is otherwise required by the Director, GSA/Real
Estate, and then in an amount as required by the Director, GSA/Real Estate.
K. Delete from Clause 38 (ATTACHMENTS TO LEASE) the following subsections and substitute
therefore the following:
Exhibit A --Legal Description
Exhibit B --Parcel Map
L. Add to Clause 38 (AZTACMIENTS TO LEASE) the following subsection:
Exhibit F --Scope of Work - Parcel C Economic Study
K All other terms and conditions of the Lease shall remain unchanged.
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WITNESS WHEREOF, the parties have executed this Lease Amendment the day and year first above
APPROVED AS TO FORM:
County Counsel
By .
APP VED AS TO AUDIT & ACC UNTING:
Auditor -Controller
By Judy Gale '
RECOMMENDED FOR APPROVAL:
General Services Agency
Real Estate
SIGNED AND CERTIFIED THAT A COPY OF
THIS DOCUMENT HAS BEEN DELIVERED D TO
THE CjtAnUAAN OF THE BOARD
Phyllis A. Henderson
aerk-of the Board of supervisors
of Orange County, California Upv 15 1994
.,aft, 00
NEWPORT DUNES PARTNERSHIP,
a California General Partnership
Anne L Evans, General Partner and
Trustee of the William D. Evans and
Anne Ledford Evans Trust C, dated
July 27, 1983, General Partner
By Webster Hotel Building,
a California General Partnership
L") 7
Byj A�
Anne L Evans, General Partner and
Trustee of the William D. Evans and
Anne Ledford Evans Trust C, dated
July 27, 1983, General Partner
All Its General Partners
COUNTY OF ORANGE
BY Chairman. Board of Supervisors
Dated NOV i r 1 94
58-101.22 EXHIBIT A
es "W�ntz Bay Peg* 1 of 6
LEdL DF�ipTIQ4
Neq.V= t7urge hW aeic Park
paw 101.22
(Caaaonly Referred to as Parcel A)
That certain laud in tine City of Newport Beach. County of Urange, Slate of
=;alifornia. described as follovst
Beginning at the nortlrvesterly terminus of that cectaln course described as
"red
;forth 25.09,00" vest, 4213.05 feet to Station No. 25" !�i tlle decree re,�11 bua in
Superior Court Case No. 20436, a certified copy of viricil vas recorded !n usaid
651, page 72 Of Deeds in the office of tine Courcy Recorder of said county,
nortllvesterly terminus being shove as "AW. 25" an the �artp filed !n book 95.
pages 39 through 43 of Record of Surveys in the office of ti:e County Recorder of
said countyl thence S.24614143"E., 39.41 feet along said cectailr course to au
intersection vith till northwesterly 1102 of that certain GO.UU tout stciis of
land (8ackbay Drive) described as wrarcel A" in tine deed to the Cuurity ut
orange, recorded Hay 16, 1958 in book 4288, page 216 of official Records fit the
office of said County Recorders thence Southwesterly and Southerly ailing said
nortlivesterly line and the general vesterly lime of said "rarcel A" the
folloving courseaf (1) S.66118"04"v.t 13.52 feet; (2) 5.23.41' 56"E.. 2U3•UZ
havin
feet; (3) Southerly 676.61 feet along a tangent curvet roay
r t. west cly, Ila g
a radius of 760.00 feet and a central angle of 51 0V 34 1 ()
223.31 feetl (5) Southventeriy► 290.45 feet along a tangent curve, coricere
southeasterly, having a radius of 840.00 feet and a central angle of 19"40'4U"t
(6) S.7.29158"Y., 3.16 feet and (7) Southerly 199.36 feet along a tangent curve,
concave easterly►, having a radius of 490.00 feet and ceutrai angle Of 23'18'4!"
to an iirterseetion with that certain course described as "North 603WOU" East,
638.70 feet to Station No. 22" in said decceel thencu Sontlrecly, Snutlivesterly,
vestecly, ttortlivesterly and Northeasterly along said certain course and the
adjudicated line described in said decree the folloving courses: (a)
S.7.29"56"V , .502.37 feet to Station No. 211 (9) S,Soellt4.6"V., 535.40 feet to
Station No. 19 (11)
101 (10) 5.72.13'41"Y. t. 351.73 feet to Station No.
tact to
11.85.30133"y•, 528.58 feet to Station No. 181 (12) 11.61 33 44
Station No.
Ill and (13) N Y
• 21.31"15"., 1039.60 feet to Station 110. 168= thence
tt.85.12,2109.1 91.46 feet; thence S.61.12"02"g. 166.60 feetl thence
5.67.531240E. 181.03 feet to the beginning of a tangent curvet concave lY b1.42
soutirvesterly and !raving a radius of 138.00 Luetl
thence ou`li�;c�e�lnn-tangent
feet along said curve through a central angle of 17111156";
to said curve" S.12.31"15"E. 485.38 feati thence S.88.3U,UU"E. 100.26 feeti
thence If.24111"3699., 1052.75 feet! thence N.9.03"17"E., 16U.1U feet; thence
N.47903129"S., 9.511 feet to thea beginning of a tangent curve, concavedvesterly
and.having a radius of 40.50 teed thence iforthesstecly, NurtheclY , «
ttorthvesterlY 63.99 feet along said curve through a central angle Of 90'831 5"E�
thence non -tangent to said curvet N.46.32"00*ti: 3.97 feett tfreuce tt•l
330.08 feet; thence 5.73.18154"E., 180.00 feet to an intersection With 0184,luf ttt
certain course described
424.00 feet In go- 52, cited us eneral sotttherlyfrlinegof tine land described
and a length of 424.0 f1
in the deed to tile State of California, recorded April �Le[jYSBid iturthees0tecly
page 1876 of said Official Records; thence Southerly, =t
5.0'01"i6"8., 58.731 111.89458"4402,1r •e�RmAt
along said etrtain course and said general souther! line the foltovilig Co
563.00 feet; 11.26619#24"E •467.24 feet 1
N.82016107"ti., 100.00 feet to the Point of Beginning.
-rowts
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Page 3 at 6
CURVE CONCAVE SOUTHERLY HAYING A. itADLUS OF 32. aa: F=, TAENM
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EXHIBIT F
Page 1 of 2
SCOPE OF WORK
ECONOMIC STUDY OF LAND USES FOR PARCEL C OF NEWPORT DUNES AQUATIC PARK
Obiectiy.
Evaluate the market for and the financial feasibility of potential interim and
long-term land uses for parcel C of Newport Dunes Aquatic Park.
Background
Parcel C is located at Upper Newport Bay in the City of Newport Beach, within
the Newport Dunes Aquatic Park, a 100 -acre facility which currently includes a
430-alip marina. a 40S -space recreational vehicle park, a boat launch ramp, a
boat storage area, a public beach and a f:_e-standing restaurant (the Back Bay
Cafe). Parcel C comprises approximately 22 acres of essentially undeveloped
land, accessible frost Pacific Coast Highway via Bayside Drive (see attached
exhibit) .
Newport Dunes Aquatic Park is located on State Tidelands, owned and
administered by the County of Orange. The park land is leaned froom the County
by the Newport Dunes Partnership. tinder the currant lease agreement and
existing development approvals, parcel C is to be developed with a
family-oriented hotel and a bayside dinner -house restaurant. However.
existing market conditions have resulted in a need to re-evaluate these
proposed uses. Dry boat storage is presently being accommodated as an interim
use on a portion of the property.
Tanta
o Survey potential uses
using standard market survey praeedures, develop a range of potential land
uses, both interim and long -Cerra, for consideration and further analysis'
Use(a) should be Identified lar the entire parcel, as well an alternative
compatible uses for the •bayside restaurant site" portion of the parcelf
separate from the adjoining interior 'hotel site". Potential uses amort take
into consideration the physical, policy and legal constraints of the parcel.
For example,_ the property is limited in its use by state Tideldnds law and the
California Coastal Act: It is also subject to a legal settlement agreement
among the County, the City of Hawport Beach and the leseae.
o Analyze market potentiallfinancial feasibility
A nrelimi_BMM analvnis of the the various uses stall be performed to address
their market potential and financial feasibility, both short and long term.
This analysis shall be presented, both orally and in writing, to the Newport
Dunes Partnership and the County of orange for review and consideration. Upon
direction from the Partnership and the County, a more detailed analysis -
ineluding pro forams - shall be performed for select uses.
:%31
o Prepare Report/Develop Recc=endatiaas �
A final report shall be prepared which includes the above sY iafortrta
and analyses and includes recematendations regarding faasible interim and 0, !
long-term uses for the property.
EXHIBTT F
Page 2 of 2
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EXHIBIT B
RESPONSE LETTER
(See attached)
9000635A
CAREY
D Z I D A, CAREY I JAMESR. CAVANAUGH
September 5, 2014
William A. Yerrick, Esq. Via E -Mail & Regular Mail
General Counsel
Goldrich & Kest industries, LLC
5150 Overland Avenue
Culver City, CA 90230
Re: Request to Extend Ground Lease
Entryway Parcel to Newport Dunes Waterpark
Dear Mr. Yerrick:
Your August 13 e-mail to Wendy Fox of The Irvine Company ("TIC"), as well as your July
31, 2014 letter to Jeffrey Wallace of The Irvine Company, have been forwarded to me for review.
The e-mail and letter contained the request of your client, Waterfront Resort Properties, L.P. and
Newport Dunes Marina, LLC, that TIC approve an extension of the June 1, 1962 Ground Lease with
TIC (the "Ground Lease") that covers the entryway parcel to Newport Dunes Waterpark (the
"Intryway Land").
This letter is to advise you that the Entryway Land subject to the Ground Lease is no longer
owned by TIC. This land was dedicated to the City of Newport Beach pursuant to an Offer of
Dedication that was recorded in the Orange County Official Records on May 1, 2006. A copy of the
Offer, along with a copy of a map showing that this land is currently owned by the City of Newport
Beach, is attached for your reference. As you can see in Section 33 on page 4 of the Offer, the land
was conveyed to 'the City subject to all exceptions contained in the title report prepared by
Commonwealth Laced Title Insurance Company (which included the Ground Lease as an exception).
We suggest that you contact the City's Public Works Department with respect to the
requested extension of the Ground Lease. Please note that the City's address has changed from the
address contained in the "Notice" provision on page 8 of the Offer.
Enclosures
Very truly yours,
J es R. Cavanaugh
3 PARK PLAZA. suITE 75o. IRVINE, CALIFORNIA 92614
TELEPHONE (949) 399 -MM 0 FACSIMILE (9491399-0361
STEVEN J. DZIDA
scoTr D. HOWIowIE
& STEINMAN
HELEN LUC OBRIEN
JAY R. STEINMAN
A LAW CORPORATION
Jamas R. Cavanaugh
Direct Otal: (9491399-0364
Eqnait IcavanaughOdcslaw.com
Matter. 30209-0039
September 5, 2014
William A. Yerrick, Esq. Via E -Mail & Regular Mail
General Counsel
Goldrich & Kest industries, LLC
5150 Overland Avenue
Culver City, CA 90230
Re: Request to Extend Ground Lease
Entryway Parcel to Newport Dunes Waterpark
Dear Mr. Yerrick:
Your August 13 e-mail to Wendy Fox of The Irvine Company ("TIC"), as well as your July
31, 2014 letter to Jeffrey Wallace of The Irvine Company, have been forwarded to me for review.
The e-mail and letter contained the request of your client, Waterfront Resort Properties, L.P. and
Newport Dunes Marina, LLC, that TIC approve an extension of the June 1, 1962 Ground Lease with
TIC (the "Ground Lease") that covers the entryway parcel to Newport Dunes Waterpark (the
"Intryway Land").
This letter is to advise you that the Entryway Land subject to the Ground Lease is no longer
owned by TIC. This land was dedicated to the City of Newport Beach pursuant to an Offer of
Dedication that was recorded in the Orange County Official Records on May 1, 2006. A copy of the
Offer, along with a copy of a map showing that this land is currently owned by the City of Newport
Beach, is attached for your reference. As you can see in Section 33 on page 4 of the Offer, the land
was conveyed to 'the City subject to all exceptions contained in the title report prepared by
Commonwealth Laced Title Insurance Company (which included the Ground Lease as an exception).
We suggest that you contact the City's Public Works Department with respect to the
requested extension of the Ground Lease. Please note that the City's address has changed from the
address contained in the "Notice" provision on page 8 of the Offer.
Enclosures
Very truly yours,
J es R. Cavanaugh
3 PARK PLAZA. suITE 75o. IRVINE, CALIFORNIA 92614
TELEPHONE (949) 399 -MM 0 FACSIMILE (9491399-0361
William A. Yerrick, Esq.
September 5, 2014
Page 2
489645.2
cc: Wendy Fox, TIC
Jef&ey J. Wallace, TIC
•Shawn Monterastelli, TIC
Branch :A1 4,User:2136 . Comment: Station Id :SO1I
PLEASE RECORD AND WHEN RECORDED RETURN TO:
City Clerk
City of Newport Beach
3300 Newport Boulevard
Newport Beach, California 92663-3884
WITH A CONFORMED COPY TO:
The Irvine company LLC
550 Newport Center Drive
Newport Beach, CA 92660
Atte: Brigid McMahon, Legal Dept.
Recorded In Official Records, Orange County
Tom Duty, Claris -Recorder
11MIUMl4919119110 11MINO FEE
200600029085610:31am 05101/06
211 wool as
1).00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
(spats above this lino far re ude s Use oubd
EXEMPT RECORDING REQUEST PER OFFER oF_AEDICATION
GOVERNMENT CODE 6103 payview Landing asp=)
THIS OFFER OF DEDICATION ("Offer') is made as of
2006, by The Irvine Company IJ.C, a Delaware limited liability company, formerly The Irvine
Company, a Delaware corporation ("Offeror') in favor of the City of Newport Beach, a
California municipal corporation and chartered city ("Citk"), with reference to the following
facts:
RECITALS
A. OFFEROR is the owner of fee title to the real property located in the City
of Newport Beach, County of Orange, State of California, described on Exhibit A end depicted
on ,ParMU B, commonly known as 'Bayview Landing." Offeror proposes to develop the lower
portion of Bayview Landing (the "Lower Bayview Property") and to dedicate two parcels of
Bayview Landing for passive public park and open space purposes (the "Dedication Property").
The legal descriptions of the Lower Bayview Property and the Dedication Property are described
on Exhtbt A and depicted on Nx MU and are collectively referred to herein as the "Bayview
Landing Propero.`). Offeroes development of the Bayview Landing Property is referred to
herein as the "Dayview Landing Projed "
B. The Bayview Landing Property is included in and governed by the
provisions of that certain Circulation Improvement and Open Space Agreement by and between
City and Offmes predecessor in interest, The Irvine Company, a Michigan corporation,
recorded as Instrument No. 93-0479122 in the Official Records of Orange County, California
("Ofjiciad 8ecords") On July 19, 1993 (the "CIOSA 1).
C. The conditions to the final map originally filed for the Bayview Lending
Property (the "Map Conditione) required that Offeror dedicate to City the Dedication Property
for open space purposes consistent with the terms and provisions of CIOSA and the Planned
Community District Regulations contained in City Council Ordinance No. 92-38 adopted by the
City Council of City on September 28, 1992. Thd dedicated land consisted of Parcels A and B of
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Pamel Map 95-37, and Offeror previously submitted to City an Offer of Dedication for such land
in 1998 (the "Original OffeY) consistent with the requirements of CIOSA. The Original Offer
was never rrcorded. City never accepted fee title to land offered in the Original Offer, and the
Original Offer has expired by its own terns.
D. Offeror desires to comply with the map conditions affecting the Bayview
Landing Property by resubmitting an offer of dedication for the Dedication Property. However,
due to events occurring after the expiration of the Original Offer, changes to the form and
content of the offer of dedication for the Dedication Property are required. Fust, the description
of Parcel A contained in the Original OPFer has been changed pursuant to Lot Line Adjustment
No. LA2003-011, recorded on March 19, 2004 as Imgtrument No. 2004000225274 in the Official
Records (the "Lot Line Adjustment"). Second, the California Coastal Commission ("CCC') has
imposed conditions in its Notice of Intent to Issue Permit (the "Permit Candidlons") regarding
the development of the Bayview Landing Project and the fora and content of the offer of
dedication for the Dedication Property. The Permit Conditions have been memorialized in a
Deed Restriction that was recorded on May 21, 2004 as instrument No. 2004000457477 (the
"Deed Resirkdon") against all of the Bayview Landing Property, and this Offer (including but
not limited to all exceptions and reservations in favor of Ofi'eror and the Covenants relating to
Offeree's use of the Dedication Property) is subject to the teams of the Deed Restriction. Third,
City and Offeror entered the "CIOSA Dedlcatton Implementation Agreement' on March 8,
2004, which contains conditions relating to City's obligation to accept Offeroes offer of
dedication for the Dedication Property.
E. In order to satisfy the requirements of the various conditions and
agreements referenced above, Offeror now desires to dedicate the Dedication Property to City
and City desires- to accept the Dedication Property subject to the tams and conditions of this
Offer.
OFFER TO DEDICATE
NOW, THEREFORE, FOR A VALUABLE CONSIDERATION, receipt of
which is hereby acknowledged, Of ew hereby irrevocably offers to dedicate the Dedication
Property to City, in fee, subject to the following terns and conditions:
1. MMMATION OF ORIGINAL OFFER; SATISFACTION OF CIOSA
CONDITIONS
City and Offeror hereby confirm that (a) the Original Offer has. terminated by its own
terms and is of no further force and effect, and fhls Offer contains all terms and conditions
regarding the dedication of the Dedication Property to City, .and (b) the conditions contained in
the CIOSA Dedication Implementation Agreement relating to City's obligation to accept this
Offer have been satisfied.
2. EXCEPTIONS AND RESERVATIONS
The Dedication Property shall be accepted by City subject to the following exceptions
and reservations in favor of Offeror, its successors and assigns, together with the right (without
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the consent of City or any other owner of an interest in the Dedication Property) to grant and
transfer all or a portion of the same:
a. Oil and Minerals. Any and all oil, oil rights, minerals, mineral rights,
natural gas rights and other hydrocarbons by whatsoever name known, geothermal steam and all
products derived from any of the foregoing, that may be within or under tho Dedication Property,
together with the perpetual right of drilling, mining, exploring add operating therefor and storing
in and removing the same from the Dedication Property or any other land, including the right to
whipstock or directionally drill and mine front lands other than the Dedication Property, oil or
gas wells, tunnels and shafts into, through or across the subsurface of the Dedication Property
and to bottom such whipstocked or directionally drllled wells, am eels and shafts under and
beneath or beyond the exterior limits thereof; and to rcdrill; return], equip, maintain, repair,
deepen and operate any such wells or mines; but without, however, the right to drill, mine, store,
explore or operato through the surface or the upper 500 feet of the subsurface of the Dedication
Property.
b. Water. Any and all water, water rights or interests therein, whether
surface or subsurface, appurtenant or relating to the Dedication Property, or owned or used by
Offeror in connection with the Dedication Property (no matter how acquired by Offeror),
whether such water rights shall be riparian, overlying, appropriative, littoral, percolating,
prescriptive, adjudicated, statutory or contractual, together with the right and power to explore,
drill, redrill and remove the same from or in the Dedication Property, to store the same beneath
the surface of the Dedication Property and to divert or otherwise utilize such water, rights or
interests on any other property owned or leased by Offeror but without, however, any right to
enter upon or use the surface of the Dedication Property in the exercise of such rights.
C. Future UtOities. Non-exclusive easements in gross on, over, under and
across the Dedication Property for the instaliation, emplacement and maintenance of electric,
telephone, cable television, water, gas, sanitary sewer lines, drainage facilities, pump stations,
utility access roads, and/or any other utilities (collectively, "Ul &Ies") as necessary in
connection with the development of the Lower Bayview Property or other property owned by
Offeror in the vicinity of the Dedication Property, which utifity easements are collectively
referred to herein as the "Udit& Easements," together with the right to enter upon the
Dedication Property (without unreasonably interferii - with City's reasonable use and enjoyment
thereof) in order to service, maintain, repair, reconstruct, relocate or replace any of such facilities
or improvements.
d. Habitat MWeation. Non-exclusive easements in gross on, -over, under
and across the Dedication Property for the purpose of habitat preservation, replacement,
enhancement, creation and maintenance. and other environmental mitigation purposes
(collectively, "Habitat Afidgation"), together with the rrght to enter on the Dedication Property
(without unreasonably interfering with City's reasonable use and enjoyment thereof) to perform
such Habitat Mfigation as may be legal and appropriate to mitigate for impacts incurred in
connection with development of other property owned by Offeror in Newport Beach, California.
e. Temoorary Construction Access and Stanin,E. Non-exclusive
easements on, over and across the Dedication Property in connection with construction access
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and staging related to the development of the Lower Bayview Property, provided, however, that
the reserved easements under this subsection shall expire at such time as the Notice of
Completion for the Lower Bayview Property is filed in the Official Records.
3. ADDITIONAL TERMS AND CONDITIONS.
The Propertyshall be accepted by City subject to the following:
A. . Taxes and Assessments. General and special real property taxes and
supplemental assessments, if any, for the current fiscal year; provided, however, that Offeror
shall pay for (r) any such taxes and assessments applicable to the Dedication Property prior to the
date of recordation of this Offer, and (ii) any assessments, special taxes or other payments arising
from bonds, contracts, or liens created by, through or as a result of the efforts or activities of
Offeror,
B. F
4mr
abaum. All exceptions to title contained in Prelmunary Report No.
06712600 - 03, dated as of March 24, 2006, issued by Commonwealth Land Title Insurance
Company, a copy of which is attacbed hereto as Rc ibu e. and any and all other covenants,
conditions, restrictions, reservations, rights, easements and other matters of record, apparent by
reasonable inspection or known to City,
C. Custgmary Title Bxcentions. Usual and customary exceptions to title insurance
consistent with ALTA policies with Regional Exceptions (Standard Coverage) issued by
Commonwealth Land Title Insurance Company in Orange County, California;
D. Condition of Protsetty. The requirement that City accepts the Dedication Property
(a) without any warranty concerning suitability for City's intended use of the Dedication
Property, and (b) without any warranty concerning the absence of hazardous or toxic materials.
City acknowledges that Offeror has not made any representations or warranties concerning the
condition of the Dedication Property except as expressly contained in this Offer.
1?.Covenants, The following covenants, conditions and restrictions (collectively, the
"Covenants'), which shall remain in full farce and effect for the period of time designated below
fivm and after the date of City's acceptance of this Offer, unless tenninated or modified as
hereinafter provided. This conveyance of the Dedication Property is made by Offeror and
accepted by City upon and expressly subject to these Covenants. Upon the occurrence of any
breach or violation of any of such Covenants without being cured within the times provided
below, Offeror shall be entitled to avast itself of the remedies specified below. The Covenants
are hereby declared and agreed to be part of a general plan for the purpose of assuring the orderly
and harmonious development and operation of improvements on the Dedication Property and the
enhancement and protection of the value, desirability and attractiveness of certain property
owned by Offeror described on Exhibit "D" attached hereto (the "Benefitted Property')_
Offeror shall have the right by duly recorded amendment hereto or separately recorded
instrument, in each case executed only by Offeror, to unilaterally substitute for or add to the
Benefited Property any real property in the County of Orange, California, which Offeror owns
as of the date of acceptance of this Offer and continues to own through and after the date of such
substitution or addition. The Covenants shall run with the Dedication Property and be binding
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upon eay person or entity who acquires any right, title, or interest in or to any portion of the
Dedication Property and shall benefit the Benefitted Property and be enforceable by Offeror and
any Covenant Transferee (as defined below). It is intended that the dominant tenement shall be
all the Benefitted Property, and that the servient tenement shall be all the Dedication Property.
Every person or entity who now or hereafter owns or acquires any right, title or interest in or to
any portion of the Dedication Property is and shall be conclusively deemed to have consented
and agreed to. every covenant, condition and restriction contained herein, whether or not any
reference to this instrument is contained in the instrument by which such person acquired an
interest in such Dedication Property.
i.
Qv
eaant 1: Use of Property. The Dedication Property shall be used as
a passive public park characterized by low intensity uses consistent with the intent and
purpose contained in the Planned Community District Regulations for Bark" uses
contained in City Ordinance No. 92-38, including but not limited to an asphalt bike path,
park benches, fencing and landscaping (the "Permitted Uses'. It is intended that the
physical nature of the park be a natural setting with unobtrusive additions and minimal
lighting (some low-level lighting may be allowed for security purposes). All
landscaping, coastal sage scrub restoration, irrigation and other practices related to
installation and/or maintenance of native and other plants within the Dedication Property
shall be perfouned consistent with the requirements of the Deed Restriction in favor of
the California Coastal Commission recorded against the Dedication Property. Nothing
contained herein shall preclude City from grading the Dedication Property to approve the
view of Newport Bay and its surrounding area from Pacific Coast Highway, subject to
compliance with the conditions of the Deed Restriction. Active recreation uses such as
community parks arra not allowed. In no event shall City install or permit the installation
of any Cellular Tower(s) on the Dedication Property. For purposes of this Offer,
"Cellular Towers" shall mean any type of aerial or aboveground towers or facilities
related to cellular telephone services or the transmission of communications or
information. The Dedication Property shall not be sold, leased or used for any
commercial, office, retail commercial, industrial, or residential activities of any nature,
despite the fact that City or the Dedication Property may benefit from the proceeds,
profits, rent or other payment from or related to any such prohibited activity.
ii. Covenant 2: Review of Imurovemtent Plans. With respect to any
improvements proposed to be constructed on, across, under or above the Dedication
Property by City, City shall (a) prior to the award of any design contract for the proposed
improvement, give Oii'etnr thirty (30) days to review and comment on the proposed
improvements and design plan, and (b) after the design plans have been completed and
prior to award of the construction contract for such improvement, give Offeror sixty (60)
days' prior notice for review and comment regarding City's designed improvements.
After receipt of Offerees comments for each stage of review, City shall give reasonable
consideration to any suggestions that Offeror provides to Cityregarding such proposed
improvemcuts.
iii. Covenant 3: Maintenance and Repairs. City shall maintain the
Dedication Property in safe condition and in accordance with applicable laws, ordinances
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4.
Comment:
and regulations applicable to the Dedication Property, and shall keep the Dedication
Property in attractive condition, free from garbage and debris.
iv. Covenant 4: No Transfer of Proyertv. City acknowledges that upon
acceptance of the Dedication Property, it shall not thereafter sell, lease, exchange or in
any other way transfer or convey all or any portion of its interest in the Dedication
Property to a third party without the prior written approval of Offeror, which may be
granted or withheld in Offerors sole discretion; provided, however, that City may
(A) transfer an interest in any portion of the Dedication Property in connection with a
utility installation required in connection with City's permitted use of the Dedication
Property; (B) transfer any portion or all of the Dedication Property to another public
agency, maintenance district or non-profit corporation or entity that stall operate and
maintain such portion or au of the Dedication Property in accordance with the Permitted
Uses specified in this Offer, and (C) transfer any portion of the Dedication Property
acquired by another entity under the power of eminent domain.
V. Covenant S: No Parking Facilities Requirement City shall not require
Offeror to provide. directly or indirectly, any parking facilities for use of the Dedication
Property. Nothing contained in this Covenant S shall be deemed to relieve Offeror of its
obligations to provide parking spaces for the Lower Bayview Property as specified in the
Permit Conditions attached to the Deed Restriction.
KATTERS RELATED TO COVENANTS
Station Id :SOLI
A The Covenants may be amended only by mutual agreement of
Offeror, any Covenant Transferee and City. Any amendment must be recorded in the Official
Records.
B. TS. The Covenants shall run with and bind the Dedication Property and shall
inure to the benefit of and be enforceable by OFFEROR its successors and assigns, in
perpetuity, unless OFFEROR records a declaration terminating the Covenants.
C. Default and Remedies. Because of the unique nature and scope of Offerors
development of the Benefitted Property, as well as the amount of planning, effort and time
expended by Offhor in reliance upon the anticipated use of the Dedication Property and the
Benefitted Property, monetary damages will not provide an adequate remedy for the damage to
Offerors planning efforts or development resulting from a breach of the Covenants. Therefore,
in the event of any breach, violation or failure to comply with any of the Covenants that has not
been cured within thirty (30) days after written notice from Offeror to do so (or if any such
breach, violation or failure cannot be fully .caned within such thirty (30) day period, then upon
failure of City to commence such cure within such period and thereafter to diligently complete
such cure to Offeroes reasonable satisfactiou� Offeror in its sole and absolute discretion may
enforce any other rights or remedies to which Offeror may be entitled by law or equity, other
than the remedy of damages. It is recognized that a violation by City of one or more of the
Covenants may cause Offeror to suffer material injury or damage not compensable in money and
that Offeror shall be entitled to bring an action in equity or otherwise for specific perfonnance to
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enforce compliance with the Covenants or an injunction to enjoin the continuance of any such
breach or violation theroot
D. Waiver. No waiver by Offeror of a breach of any of the Covenants and no delay
or failure to enforce any of the Covenants shall be construed or held to be a waiver'of any
succeeding or preceding breach of the same or any other restrictions or conditions. No waiver of
any breach or failure of any of the Covenants shall be implied from any omission by Offeror to
Wm any action on account of such breach or failure if such breach or failure persists or is
repeated, and no express waiver shall affect a breach or failure other than as specified in said
waiver. The consent or approval by Offeror to or of any.act by City requiring Offeror's consent
or approval shall not be deemed to waive or render unnecessary Offe or's consent or approval to
or of any subsequent similar acts by City.
E. Expiration of Covenants as to Transferred Parcels. In the event that any portion
of the Benefitted Property is conveyed by Offeror to a third party (each parcel of the Benefittod
Property so conveyed is hereinafter referred to as a "Transferred Parcel"), the Covenants shall
cease to benefit the applicable'Iransfenred Parcel(s) unless the deed to such Transferred Parcel(s)
from Offeror to the transferee or a separate recorded document executed by Offimw expressly
assigns to the transferee the benefits of the Covenants that run with the Transferred Parcel(s) by
specific reference to this Agreement (general references to appurtenances or rights related to the
acquired land will not suffice). Any owner of any Transferred Parcel(s) that has been so
assigned the ongoing benefit of the Covenants hereunder is referred to herein as a "Covenant
Transferee."
F. Cost of Enforrarnent In the event any declaratory or other legal or equitable
action or proceeding shall be instituted between Offeror and City to enforce any provision of
these Covenants, the party prevailing in such action shall be entitled to recover, from the losing
party or parties, its costs and expenses (including, without limitation, court costs and reasonable
attorneys' fees).
5. MISCELLANEOUS
A. Effect of Accentanee. Approval as well as acceptance by City of this Offer shall
constitute City's agreement to be bound by all of the terms, conditions, restrictions, exclusions
and reservations included in this Offer.
B. Modification of Pronezty_ Boundaries. in order to accommodate open space
management objectives, topographic characteristics of the Property, final road alignments,
adjacent development of the senior housing sites and other related matters, adjustments to the
Property boundaries may be made by Offeror after the review and approval of such adjustments
by City, which approval may not be unreasonably withheld provided that such adjustments are
consistent with the general purposes and intent of this Offer and that any approvals from other
governmental agencies with jurisdiction are obtained Each of the parties shall cooperate with
each other and perform suzh acts as aro necessary to give effect to such adjustments.
C. Notices. All notices, comsents, demands, requests and other communications
provided herein shall be in writing and shall be deemed to have been duly given if and when
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personally served or 48 hours after being sent by United States registered mail, return receipt
requested, postage prepaid, to the other party at the following respective address:
If to Offeror. The Irvine Company LLC
$50 Newport Center Drive
Newport Beach, CA 92660
Attn: General Counsel
If to City: City ofNewport Beach
Public Works Department
3300 Newport Boulevard. (P.O. Box 1768)
Newport Beach, CA 92658-8915
Attn: City Engineer
and to: City ofNewport Beach
City Attorney's Office
3300 Newport Boulevard, (P.O. Box 1768)
Newport Beach, CA 92658-8915
Atta: City Attorney
or at such other address as the Offeror or City may designate to the other in writing.
D.tions. The captions used herein are for convenience only and are not a part of
this instrument and do not in any way limit or amplify the scope of intent of the terms and
provisions hereof.
E. ,Attachment. This Offer Includes the following exhibits, which are attached
hereto and made apart hereof
Exhibit A. Legal Descriptions of Dedication Property and Lower Bayview
Property
Exhibit B: Depiction of Dedication Pm" and Lower Bayview Property
Exhibit C: Preliminary Title Report on Dedication Property
Exhibit D: Description of Benefitted Property
F. Compliance with Law and Sat dkdt on of Oblig#omw. This Offer is made
expressly upon the understanding that this Offer is in compliance with and fully satisfies all
lawful enactments and conditions of the city requiring an offer of dedication for the Dedication
Propetty. in relatiodto the Bayview Landing Project. If it is determined by City or any court of
law or equity at any time following execution of this Offer that this Offer fails to meet that
understanding, thea Offecor shall have the absolute right to declare this Offer void, and this Offer
shall thereafter have no farther force and effect. In that event City sball, promptly after receipt
of Offewes request, deliver to Offeror a recordable quitclaim of this Offer, which duty shall
survive Offe es written election voiding this Offer.
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G. Sinding Effect Except as otherwise provided herein, all terms, conditions,
r+est<ietions, exclusions and reservations of this Offer, and the aoquisition of all or any portion of
the Dedication Property by City's acceptance thereof; shalt be binding upon and inure to the
benefit of City =4 Offeror, and their respective successors and assigns.
IN WPPNFSS WHBREOF, Offeror hes executed this Offer as of the date first set
forth above.
OFFEROR
TBE IRVINE COMPANY LLC.
a Delaware limited liability company
By.
J
Executive Vice President
By: _ I .ht� _
Mary brook
Assistant Secretary
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Document: OF 2006290856
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Certificate of Acceptance for Recordation. by City of Newport Beach
City hereby consents to the recordation of .this Offer and concurs that this Offer complies with
the requirements of the CIOSA and the map conditions regarding development of the Bayview
Landing Project The City is also, at this time, accepting the property interest being offered by
this Offer.
Approved as to form:
By: 2=r
bin Clauson,
City Attorney
ATTEST:
M"r
AIFUR WFAZ
f
3020..as&5 414M
By:
Homer lu
City Manager
to
Station Id :SOI I
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Document: OF 2006190856
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STATE OF CALIFORNIA )
) ss.
COUNTY OF ORANGE )
Station Id :SOLI
On 9, PR+ f, L , 2006, before me, %_32 Lf �'� Agl. P It 0 . Notary
Public, personally appeared Joseph D. Davis and Mary Westbrook, personally known to me or
proved to ina on the 4ads of -xid-o-fic-e- to be the person(g) whose named Ware
subscribed to the within instrument and acknowledged to me that kid §kfJ- they executed the same
in Now/their authorized eapacityQos), and that by hisThec/their signatures) on the instrument
the person((). or the entity upon behalf of which the persons) acted, executed the instnunent.
WITNESS my hand and official seal.
Notary u c
TSWA MOM
catmQuon I temu
(SEAL) eblcry two • Cditda
sMoonm�8�pw�++o a• 2oor
STATE OF CALIFORNIA
) �•
COUNTY OF ORANGE )
on Api 2006, before me, t -w . Nosy
Public, personlity appeared isomer Bladau, personally known to me
to be the parson(* whose name( istan subscribed to the within
irummerrt and acknowledged to me that hekhehhW w=uted the same in hLWUw%teir
authorized capacity0e6}, and that by his/> r signature(s) on the instrument the Person(s), or
the entity upon behalf of which the person4acted, executed the instrument
WITNESS my hand and official seal.
0
Notary Public
URMLODW
(SEALEo: N)- - )LION ooaer dan 0 ress�n
t Ja* {Malay r�bb • Cditvda
oraro. cov*y
IgrConYn.�Jan?a,xor
302094Msu471398s 414"
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EXOIIBIT "A"
LEGAL DESCRIPTIONS OF
DEDICATION PROPERTY AND LOWER BAYVIEW PROPERTY
The Bayview Landing Property consists of the following parcels of real property in the City of
Newport Beach, County of Orange, State of Califomia:
Dedication hogerhr.
Parcel A as shown an Exhibit "B" attached to Lot Line Adjustment No. LA2003-011,
recorded March 19, 2004 as butr nient No. 2004000225274, of Oficial Records, in the
Office of the County Recorder of said County.
Parcel B of Parcel Map No. 95-137, as shown on a map Mod in Book 305, Pages 30 and
31 of Parcel Maps, in the Office of the County Recorder of said County.
Lower Bayvigw EP22MU
Parcel 1 as shown on Exhibit "B" attached to Lot Line Adjustment No. LA2003-011,
recorded March 19, 2004 as Instrument No. 2004000225274, of Official Records, in the
Office of the County Recorder of said County.
30W0 MS%3470M.S 499
Exhibit "A"
Page 1 of 3
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3w 31
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CoFIN,'4�,,r �1 V•
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Exhibit "A"
Page 2 of 3
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',£CORD DATA NOTE.-
4U 4WOWN 14MCOV 1S RECORD fifJ4
4PtaEI A!M- Al 95-137 P_"a 305
4GM 30'Q 31 bF PAgea UAP,
ORANGE,CA
Document: OF 2006.290856
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Page 3 of 3
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EXHIBIT "B"
DEPICTION OF BAYVIEW LANDING PROPERTY
DEDICATION PROPERTY
LOWER BAYVIEW PROPERTY
sum%= NO
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E)CMIT KC"
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Document: OF 2006.290856
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L" landAmerica
Commonwealth
Irvine Community Development Company
550 Newport Center Drive
Newport Beach, CA. 92660
Attn: Terry Halpem
Your Reference No: Bayview Landing
Commonwealth Land Title Company
28 Executive Park
Suite 300
Irvine, CA 92614
Phone: (949) 885-2800
Our File No: 06712640 - 03
Sr. Title Officer: Jim Prasch
Phone: (949) 865-2882
Fax: (949) 885-2976
e-mail: jprasch@landam.com
Property Address: Vacant Land, Newport Beetch, California
PRELIMINARY REPORT
Dated as of March 24, 2006 at 7:30 a.m.
in response to the above referenced application for a policy of title Insurance, Commonwealth Land
Title Company hereby reports that It Is prepared to Issue, or cause to be issued, as of the date hereof,
a Policy or Polities of Title Insurance describing the land and the estate or Interest therein hereinafter
set forth, Insuring against loss which may be sustained by reason of any defect, lien or encumbrance
not shown or referred to as an Exception below or not excluded from coverage pursuant to the printed
Schedules, Conditions and Stipulations of said policy forms.
The printed Exceptions and Exclusion from the coverage of said Policy or Policies are set forth In
Exhibit 8 attached. Copies of the Policy forms should be read_ They are available from the office
which issued this report.
This report (and any supplements or amendments hereto) is issued solely for the purpose of
facilitating the issuance of a policy of tide Insurance and no Itabiilty Is assumed hereby. If it Is desired
that liability be assumed prior to the issuance of a policy of title Insurance, a Binder or Commitment
should be requested.
Please read the excepdons'sbown or referred to below and the exceptions and exdusions
set forth In Exhibit B of this report corePoNy. lire exceptions and exclusions are meant to
provide you with notice of matters whirr are not covered under the terms of the title
Insurance policy and should be carefully Considered.
It Is important to note that this preliminary report Is not a written representation as to the
condition of titre and may not list All liens, defects, and encumbrances affecting title to the
land.
CLTA P&.11minary Report (key. 1-1-951
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Document OF 2006290856
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File No: 06712600
SCHEDULE A
The form of policy of title Insurance contemplated by this report is:
CLVA Standard Owners
ALTA Loan 1992
The estate or Interest In the land hereinafter described or referred to covered by this report Is:
A FEE
Title to said estate or Interest at the date hereof is vested in:
The Irvine Company LLC, a Delaware limited Ilabliity company
The land referred to herein is situated in the County of Orange, State of California, and Is described as
WOWS:
SEE EXHIBTI'AA" ATTACHED HERETO AND HAVE A PART HEREOF
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Dpc in hent: OF 2006.290856
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File No: 06712600
EXHIBIT "A"
All that certain real property situated In the County of Orange, State of
California, described as follows:
PARCEL 1:
Parcel A as shown on Exhibit W attached to Lot Line Adjustment No. LA 2003-
011,, recorded March 19, 2004 as Instrument No. 2004000215274, of Official
Records.
PAROL 2:
Parcel S of Parcel Map No. 95-137, as shown on a map flied In Book 305, pages
30 and 31 of Parcel Maps In the office of the -County Recorder of said County.
Assessor's Parcel Number: 440-132-59 /-440-132-58
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File No: 06712600
SCHEDULE B
At the date hereof Exceptions to coverage in addition to the printed exceptions and exclusions in
said policy form would be as follows:
A. Property taxes, including general and spedel taxes, personal property taxes, It any, and any
assessments collected with taxes, to be levied for the fiscal year 2006 — 2007 which are a lien
not yet payable.
13. Property taxes, Including general and special taxes, personal property taxes, if any, and any
assessments collected with taxes, for the fiscal year 2005-2006
1st Installment: $57.94 Paid
2nd Installment: $57.94 This amount Is valid until April 10, after which penalties
apply
Penalty (Including cost): $15.79 Due with Installment amount if paid after April 10
Exemption: $-0-
Code Area: 07-001
Assessment No.: 440-132-58
Said matter affects Parcel 1
C. Property taxes, Including general and special taxes, personal property taxes, If any, and any
assessments collected with taxes, for the fiscal year 2005 - 2006.
1st Installment:
$No Tax Due
2nd Installment:
$No Tax Due
Exemption:
$-0-
Code Area:
07-001
Assessment No_:
440-132-59
Said matter affects Parcel 2
D. Supplemental or escaped assessments of property taxes, If any, assessed pursuant to the
Revenue and Taxation Code of the State of California.
E. The lien of any special assessment or tax resulting from the Inclusion of the property Ina
special assessment district or Mello -Roos Community Facilities District, which may exist by
virtue of assessment maps or notices filed and/or recorded by any such district Assessments,
If any, arising from such assessment districts will be collected with the regular real property
taxes.
G. A Special Tax as disclosed by a 'Notice of Special Tax L IeW pursuant to Government Code
Section 53328.3 and Streets and Highways Code Sectlon 3114.5
Recorded: August 24; 1990 as Instrument No. 90-453226, Official Records
District Name: Newport -Mesa unified School District Community Facility District No. 90-1
Said special tax may be collected with the property taxes.
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H. A Special Tax as disclosed by a "Notice of Special Tax Uen" pursuant to Government Code
Section 53328.3 and Streets and Highways Code Section 3114.5
Recorded: July 6, 1995 as Instrument No. 95-0288272, Official Records
District Name: City of Newport Beach Special Improvement District No. 95.1
Said spatial tax may be collected with the property taxes.
1. An easement for the purpose shown below and rights incidental thereto as set forth In a
document
Granted to: Southern California Edison Company, a corporation
Purpose: Public Utilities
Recorded: In book 318, page 90, of Deeds
Affects: that portion of said land as more particularly described therein
Said easement has been modified by Instrument retarded In book 1845, page 120 of Official
Records.
1. An unrecorded lease with certaln terms, covenants, condlttons and provisions set forth therein.
Dated: June 1, 1962
Lessor. The Irvine Company, a West Virginia Corporation
Lessee: Newport Dunes Inc., a California corporation
Term: as disclosed therein
Disclosed by: Lease Short Form Memorandum, recorded: August 30, 1962 In book 6233,
page 853, Official Records
No assurance Is made as to the present ownership of the leasehold or matters affecting the
rights and interest of the lessor or lessee in said. lease other than the following:
An agreement to amend or modify certain provisions of said lease, as set forth In the
document executed by
M Lessor: The Irvine Company, a Michigan Corporation
As Lessee: Newport Dunes Inc., a Callfomla corporation
Recorded: April 4, 1984 as Instrument No. 84-139149, Oficial Records
An agreement to amend or modMjr certain provisions of said lease, as set forth In the
document executed by
As Lessor: The Irvine Company, a Michigan Corporation
As Lessee: Newport Dunes Inc., a Califbmla corporation
Recorded: August 13, 1984 as Instrument No. 84-334010, Official Records
An agreement to amend or modify certain provisions of said lease, as set forth In the
document executed by
As lessor: The Irvine Company, a Michigan Corporation
As Lessee: Newport Dunes Partnership, a California general partnership
Recorded: February 17, 1989 as Instrument No. 89-086691, Official Records
The Lessee's interest under said lease has been assigned to Newport Dunes Partnership, a
Califartda general partnership by mesne assignments, the last of which recorded February 17,
1989 as Instrument No. 6"56689 of Official Records, reference Is made W the retard
othereof for full particulars.
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Document: OF 2006.290856
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An agreement to amend or modify certain provisions of said lease, as set forth in the
document executed by
As Lessor: the Irvine Company, a Delaware corporation
As Lessee: Newport Dunes Partnership, a California general partnership
Recorded: 3uiy 31, 2003 as -Instrument No. 2003000920706, Official Records
Re-recorded: October 14, 2003 as Instrument No. 2003001253678, Official Records
A document subject to all the terms, provisions and conditions therein contained.
Entitled: Assignment, Assumption, Consent and Release Agreement
Dated: 3uly 28, 2003
Executed by: The Irvine Company, a Delaware corporation; Newport Dunes Partnership, a
California general partnership; Waterfront Resort Pmpertles L.P., a California
limited partnership; and Newport Dunes Marina LLC, a California limited
liability company
Recorded: 3uiy 31, 2003 as Instrument No. 2003000928707, Ch dal Retards
And re-recorded: October 14, 2003 as Instrument No. 2003001253679 of Official Records
1. An air or flight easement, sometimes referred to as avigation rights, affecting the airspace
above a plane of 500 feet over said land, granted to the County of Orange by an Instrument
recorded March 17, 19641n book 6965, page 721, Official Records.
I. An easement for the purpose shown below and rights Incidental thereto as set forth In a
document
Granted to: County Sanitation District No. 5
Purpose: public sewer or sewers and appurtenances
Recorded: December 15, 1966 In book 8128, page 688, Official Records
Affects: that portion of said land as more particularly described therein
1. An unrecorded lease with certain terns, covenants, conditions and provisions set forth therein.
Dated: 3une 5, 1968
Lessor: The Irvine Company, a West Virginia Corporation
Lessee: Shell Oil Company, a Delaware corporation
Disclosed by: Memorandum of Lease, recorded: 3uly 8, 1968 In book 8661, page 677,
Official Records
The present ownership of the leasehold created by said lease and other matters affecting the
Interest of the lessee are not shown herein.
1. An unrecorded sub -lease with certain terms, covenants, conditions and provisions set forth
therein.
Sub -Lessor: Newport Dunes Partnership, a California general partnership
Sub -Lessee: Charles A. Berry, D8A Resort Waw
Disclosed by: Assignment of Rents and Sublease, recorded: February 17, 1989 as
Instrument No. 89-086693, Official Records
NOTE 1: The present ownership of the leasehold created by said lease and other matters
affecting the Interest of the lessee are not shown herein.
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File No: 06712600
NOTE 2: A Subordination, NonDisturbance and Attomment Agreement and Tenant Estoppel
recorded June 30, 1992 as Instrument No. 92-442469, Official Records.
1. An unrecorded lease with certain terms, covenants, conditions and provisions set forth therein.
Lessor: Newport Dunes Partnership, a California general partnership
Lessee: G & M Marine, a California general partnership
Disclosed by: various Instruments of record, recorded: none shown, Official Records
NOTE 1: The present ownership of the leasehold created by said lease and other matters
affecting the Interest of the lessee are not shown herein.
NOTE 2: A Subordination, NonDisturbance and Attomment Agreement and Tenant Estoppel
recorded June 30, L992 as Instrument No. 92-442468, official Records.
1. An unrecorded sub -lease with certain terms, covenants, conditions and provisions set forth
therein.
Sub -Lessor. Newport Dunes Partnership, a California general partnership
Sub -Lessee: Charles A. Berry, DBA Resort Watersports
Disclosed by: Assignments of Rents and Subleases, recorded: February 17, 1989 as
Instrument No. 89-086693, Official Records
NOTE 1: The present ownership of the leasehold created by said lease and other matters
affecting the Interest of the lessee are not shown hereln.
1. An easement for the purpose shown below and rights Incidental thereto as set forth in a
document
Granted to: Southern California Edison Company
Purpose: underground and above ground electrical supply systems and communication
systems
Recorded: August 8, 1989 as Instrument No. 89-419630, Official Records
Affects: a portion of the land
1. A document subject to all the terms, provisions and conditions therein contained.
Entitled: Circulation Improvement and Open Space Agreement
Dated: June 30, 1993
Executed by: The City of Newport Beach, a municipal corporation and The Irvine Company,
a Michigan Corporation
Recorded: July 19, 1993 as Instrument No. 93-0479122, Ofiidal Records
Said agreement has been amended by a document recorded Marrh 28, 1996 as Instrument
No. 19960151033, Official Records.
1. An easement for the purposes shown below and rights incidental thereto as shown or as
offered for dedication on the recorded map shown below
Map of: Parcel Map No. 95-137
Recorded: In book 305, page(s) 30 to 31, Miscellaneous Maps
Purpose: sidewalk end waterline
Affects: a portion of the land
1. The recital on said Parcel Map that Parcels A and B are not separate building sites.
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File No: 06712600
An easement for the purpose shown below and rights incidental thereto as set forth In a
document
Granted to: Orange County Sanitation District, a public corporation
Purpose: right of way to establish, constnid and maintain for aU times a public
sewer or sewers and appurtenances
Recorded: August 28, 2001, as Instrument No. 20010599327, of Official Records
Affects: a portion of the land
Reference Is made to said document for full particulars.
1. An easement for the purpose shown below and rights Incidental thereto as set forth In a
document
Granted to:
Orange County Sanitation District, a public corporation
Purpose:.
sanitary sewer, pipe Imes and appurtenances
Recorded:
May 20, 2004, as Instrument No. 2004000454403 of Official Records
Affects:
a portion of the land.
1. The matters contained in a document entitled 'Decd Restriction (Bayvlew Landing)" by and
between The Irvine Company, a Delaware Corporation and California Coastal Commission
recorded May 21, 2004 as Instrument No. 2004000457477 of Official Records.
Reference Is made to said document for full particulars.
Affects the herein -described land and other land.
1. An easement for the purpose shown below and rights Incidental thereto as set forth in a
Document
Granted to: Orange County Sanitation District, a pubtic corporation
Purpose: sewer pipe lines and appurtenances
Recorded: June 2, 2005 as Instrument No. 2005000423905 of Official Records
Affects: a portion of the land.
1. The effect of a map showing the herein described and other land recorded In Book 209, Pages
34 and 35 of Records of Survey maps of Orange County.
1. Any rights, Interests or dalms of the parties In possession of said land, Including but not
limited to those based on. an unrecorded agreement, contract or lease.
1. Water rights, dalms•or title to water, whether or not shown by the public records.
1. Matters which may be disclosed by an Inspection or by a survey of said land that Is satisfactory
to this Company, or by inquiry of the parties in possession thereof.
An inspection of said land has been ordered, which may result in additional exceptions.
END OF SCHEDULE B EXCEPTIONS
PLEASE REFER TO THE "NOTES AND REQUIREMENTS SECTION" WHICH
FOLLOWS FOR INFORMATION NECESSARY TO COMPLETE THIS TRANSACTION
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Branch :A14,Uscr :2136 Comment: Station Id :SOI I
File No: 06712600
REQUIREMENTS SECTION:
REQ NOA: The Company will require a certified copy of the ResoMen of the Board of
Directors of the following corporation authorizing the transaction for which this Preliminary Report
was ordered.
Corporation: The Irvine Company, a Delaware corporbtion
REQ NO.2: The Company will require that the attached "Owner's Information Statement' be
completed by the owner of the estate described or referred -to In Schedule A Immediately prior to
the dose of this transaction and be returned to us.
The purposes of the Owner's Information Statement Is to provide the Company with certain
Information that cannot necessarily be ascertained by making a physical inspection of the land.
Page 9
ORANGF,CA • Page 25 of 35 Printed on 9/412014 2:30:13 PM
Document: OF 2006.290856
Branch :A14,User :2136
File No: 06712600
Comment: Station Id :SO 11
INFORMATIONAL NOTES SECTION
NOTE NO. 1: Privacy notice (IS U.S.C. 6801 and 16 CFR part 313):
We collect nonpublic personal Information about you from Information you provide on forms and
documents and from other people such as, your lender, real estate agent, attorney, escrow, etc. We
do not disclose any nonpublic personal Information about our customers or former customers to
anyone, except as permitted by law. We restrict access to nonpublic personal information about
you to those employees who need to know that Information In order to provide products or services
to you. We maintain physical, electronic and procedural safeguards that comply with federal
regulations to guard your nonpublic personal Information.
NOTE NO. 2: The information on the attached plat Is provided for your convenience as a guide bo
the general location of the subject property. The accuracy of this plat is not guaranteed, nor Is it a
part of any pol ley, report or guarantee to which it may be attached.
NOTE NO. 3: Califomla insurance code section 12413.1 regulates the disbursement of escrow
and sub -escrow funds by title companies. The law requires that funds be deposited In the title
company escrow account and avallable for withdrawal prior to disbursement. Funds deposlted with
the company by wire transfer may be disbursed upon reeelpt Funds deposited with the company
via cashier's check or teller's check drawn on a Ca!Uc fila based bank may be disbursed on the next
business day after the day of deposit. If funds are deposited with the company by other methods,
recording and/or disbursement may be delayed. All escrow and sub -escrow funds received by the
company will be deposited with other escrow funds In one or more non-interest bearing escrow
accounts of the company In a financial Institution selected by the company. The company may
receive certain direct or Indirect benefits from the financial institution by reason of the deposit of
such funds or the maintenance of such accounts with such financial Institution, and the company
shall have no obligation to account to the depositing party In any manner for the value of, or to pay
to such.party, any benefit received by the company. Those benefits may, Include, without limitation,
credits allowed by such financial Institution an loans to the company or Its parent company and
earnings on Investments made with the proceedt of such loans, accounting, reporting and other
services and products of such financial Institution. Such benefits shall be deemed additional
compensation of the company for Its services In connection with the escrow or sub -escrow.
WIRING INSTRUCTIONS FOR THIS OFFICE ARE:
Union Bank of California
445 South Figueroa Street
Los Angeles, CA 90071-1655
Phone (800) 218-6466
ABA #122-000-496
Credit To: Commonwealth Land Title Company — Orange County
Account #9100815033
RE: 0671.2600 - 201 - JIM
PLEASE INDICATE Commonwealth Land Title Company ESCROW OR TITLE ORDER
NUMBER
Page 10
ORANGB,f A Page 26 of 35 Printed on 9MO14 2:30:13 PM
Document: OF 2006.290856
Branch :A14,User :2136 Comment:
File NO: 06712600
NOTE N0. 4: The charges which the company win make for next day messenger services (i.e.
Federal Express, UPS, DHL, Airborne, Express mail, etc.) Are $15.00 per letter, standard overnight
service, and $25.00 for larger size packages and/or priority delivery services. Such charges
Include the cost of such messenger service and the comparry's expenses for arranging such
messenger service and its overhead and profit. Special messenger services will be billed at the
cost of such services. There will be no additional charge for pick-up or delivery of packages via the
company's regularly scheduled messenger runs.
NOTE NO. 5: There are no conveyances affecting said land recorded within 6 months of the date
of this report.
NOTEN0.6: The charge fora policy of title Insurance, when Issued through this title order, will
be based on the basic (not short -tern) title insurance rate.
Typist: del
Dabe Typed: March 31, 2004
Page 11
Station Id :SO1I
ORANGE,CA Page 27 of 35 Printed on 9/4/2014 230:13 PM
Document: OF 2006290856
Branch :AI4,User :2136 Commetit: Station Id :S011
7tr &M%,6f a m am* mt.dd fw-
1. (Q Aayln..c8a.awwLo.v..u.at�
da etramw. dcwwbw wbmect dr
Zzmu 8 (Rey. vm
CALI ORMA LAND TMZ ASSOCIATION
STANDARD COVERAGE rOUCY- IM
EXCLUSIONS FROWN COYMAGE
>rb vfm[t: ot.o..mxaty! fat w eaptmo rlid adsegrtawa oR
bvS wdirma v.�vra1 ravidriy, nrAdL & RvIO►:x w rt4iy w (D m. omgmy..t.«ayoya.w of Ca trek (q
�..y..dan b ovutkp waduopl i dr i+ao.t.v w rm dd!r land w aq prul dwkfdds tar b v w a pst.• w fn'1
a,.iamr.pvmab..v tl.tattcw-fww.Lida-afeZ k..ord'n vpr.ay..a>/rWAbm, aawptto A..umc8u a mckA otd.ad - -- dAmsrw a wtk. of a edam. km or wcmhd etaaukq
ft .& w►krtod vkhdd- atkctby tka Lod kr bomwaadcdtn am PAQ-Tadsr Dwafft l
W Any f -.ea aad plica Mra nw adl.dtd try (a) 9WM m%o a A. aatat tkr a aotht doa 9-WdK tbomf waodrt dadd.R, fi.. w t...h+ raakbf foa a vbkdm w akyd wokka ahaiN dw Lad Yu
bwa ttoordrd i de y.blk rmada a DaotTotq.
2 ujtr,dmYeaaw.l.stlmaab.orora.ue.t►nmtwbwan.ardadMd.f.LLervord.rD-edPatky,peaatprctad>o�lomat.vsy..yat*f.Yidiwnam.tmlprkrmOrtd/thywbita.addkaia:nf
m dr el fYo or. �a.v a..ma vkMw fae.lodit,
f Dcfaa &v, acacrYranva. ad.aw ddra«ooa aace.c
(y wf.riowa.rw.Srdid.op.6tkc®cdrr Orcditdlq.bw artcod nffoal aawmai v.pstdmyow 4aad ckia..c
(Yj -.it laow m dr cwvw y .are emadcII o ti.. p.ilic rrm . a Ddcdyf•7. l>t &— a clr Iniad eki..d ad IM diskal k .Aloe n W O.Pa by h 6 d minae for a de ere rM b..d china
Yu...bradNadaj, pvis,;
tU Amari- beavds..p-beM i...e7 dire
(d) Atadlkjw..ta.lwblegut.tmtfudh—b ►y
(d Hadi fbka.wds[a.•a:d..aAd-atluwtm(3kb4ifywfb;k aM.WYd aD".LrNelwdwb bldg orbcp l..7 b-pw dddrpf.t. —fly khd...Wk"d.l.ae..i...
u-.r..o►ttyotsefwdd..a,....cltaaeL•d.eoaw.e.tt►.�.>qtr«uaaararir.mawudy&y.wecwe�y«ns..ddyo�,.eo.,.o- wthw.. � e.
4.adW rati.i:icl.d.slydw.YrtaL
! I.wtl�ywr.6cabTiydda j'i...fowisrd.aapgw.iym4aso(.isr►riaatdhbsoaba.:d<.vdyth.iw.d�ccple.edits.l.pva rsywa.yessuar aafl prac8a wv�i4ndbf hr.
t Amy dirti -cath r'dv od d a uv wtbv vadat b 0., ' [M aur. w'scree i.wW by Oil !•k7 w b aw dim -mania f &s iftrat (do kmW I-rda, y wson f da panto. d fdnd tsabvpuy, a�tc
bol.00gw trite. a.bw -eou•..a
RXCEPMONS FVAM COVERAGE -SCMMULH %PART I
Th& p.Oty char [..aa tpt4.r d wdavye C••A tbaG..pcal..t1 awpq oxo-saxc0.' 4a weapm.cp wilo. trbe q rtssoao!
1. Tam warwAmn Nlkk w.. tho"4s mbft Swo by dwceoadt dmq u kr.darkr&d ko.0 "—asmtsa omart,tywyod perk roodL RomrGt►NgaD•ar+t.6..sy.RkLt^.►rouY It cards«
aaata.cm,vaadoe..fm" Pv—a.P..a.mwo.awteoaa gdd.soada dW . fmc7 w q Pcyr%cawufa
t ARV Ga�,ettkttdaama.wt*tar ahkk an-.edwayOe yaDtla.mr6tueNtf wddfe u.maiolyoh+0�hadOe Lb.4.1 a4Yccuudgpmw ip0000ba Ohm[
I 66fiw.aa.tk=wdao.( -Ski w..**Aw. y rtpbtk ataotda.
a. 04ugrasa,ardim V b.cday Y7.[r,.►wW.6.a;maaAacsK wav�v 6m.Yd . m.vd rnq-a.a i�.c, �f.a'sl sv mccL..w y thcPrlti. esawb.
!. (y lkgt..rsaf mh.id dlae: (0� ttw+eiewaayt:or:p.to4viAG.awnrkh.f da iarc<t►aat; (c} rrs c�4t►cLir wctf.nrws..aaww...e dr rcYora:ap.d..dv 4a Pew Id R.Yo..btM
V+CtcwaK
CLTA HOMEOWNER'S POLICY OFTITIS 16MW4CE
ALTA KOMZOWNER'S 1POLICY OF TITLE INSURANCE (1811768)
EXCLUSIONS
LL Gosaaa OwlaCeptbM kSdaktk Cl Yw roNot W.rd.fd.R Wct m -ti aas.yY fta,Wopoa.naK.d Lata
ocaaorml➢oloapw.adtAaahwww.blrba d.clir«p..xa.varq.YW-74.Gedb w4•rwa>, •.n rd.q.We.. m..v.i4
a 6 -MM
• Nara{
c fads
d .:.pn.aa.tro.9a a...d
s. I.d Q.ltk.
L o.�dfwmly.
7vsB.d.eb.. dva aN.ppb r.bidlor «d. svfarvmcat dlb.s wra. iictica ddstlot6.a «tobrsac�>W.aa boxhbvc Ysoc.* r tb. ToticyDm
Tai � dor.. t� � w.oap.drwlb.l kCo..ef !tilt I s. 11, Id.ls wDt
! 7ii (siw d Yar a.tagt or.ttaa. w r7 fan olds a i.00sa.-W
in aooad.cc wm wpm;4h Wdlm c dts ltfa tnw y doh aw eppb 0 -ble .v db(lAaf cod. if take dtka.lol.dvo appora (a Ck fru.
imab r d.lYriq Data
! ILakhvdk.d.Ldgw.dtnraly k,adeac
• arr(wdssa.ia¢iC+rttilrPD�.6th.td[taltamd.rtd. AoiY Dwca
b fxtaklmUppmWYclrob fattoyd.w ad EmbMI-s mYft trYm bo.dk At Lod t%NR lacwtf offs mU.&
a ti" -
a rr aw aaaaL iowtivysdmky Yoh Mabctva.ubry.ppm 6. drhbW Racwdc
L dragko mbTmm de hffcy Dow. hsmam ll.. alm hywpr In do P%Wk R,2.k r dr7ati.T D"
Q d.atwkkwbamYadv
d drhx000sJadt FaMj Da. -db doom fmkdaoa.r.pdwmbtd In Wvad KA7, fd2LA i4w2l.
s hannpq ai.6c Yovtkts
i Lwtotadpie
L A:wd
• btacac a9ryavvncm.gs tkrawdtf.tsd
This F.oaai.dm m EYtdtdt COvtrapadnae w b fv..dlhk 11 w 11
AMBRICAN LAND TME ASSOCLATION
RBSiDvnuL TMZ INSURANCE rOLICY (t►1-Qrl)
EXCLUSIONS
t•a3Acia+mdersomtasYfcLide4tvaanaatiwad.d:wbw.orww.'.q.•tMa.ad t.airly-vac
t C+a.evmvs+lOatiW/a....sem.ssiwavw.tvlaekaaW'karwY•.us's.vD�7Yt. ictsbtrr30,irmoiiadE..em ud.binw ad r�alsia.
Lama
tayrv.mc , ddwl.ad -
Lod Titb'r
6ztia�.d pnuai.a
17berakai. dao ra14b w.ilalra wtts sabtamws ddwe.d:aa v.kttSggtr k bpb9samsh r R+6t1Dr+
Ili acY.lw d.raaa Gok tMsoatsaonrap dewtbnlb Yaw h tal l! dQnad 7YY Rada
i Twee'fhmtefatlat wbo, , ei jk aY
A agbt desadtg ftbaRflaapjrrt i dcy.E& e•mdrtd. htky D"
• Tia otiti;pao.d prberda tru(o1D-r�iitsdA+Layoai[y.aYv.da d. iof .Yfowbe.iL dl6a ullrY
I Mau.
• Thsa.cxr.dab..dw+pccdnylaa
7Mt rc kgaan yatiY.taw r r,m the Pogq�D.w-�ntur tbgapprwet kdrl+hc. ash
Thr m.Ykatw.alo.
a F7kafiratCta7•r ddsArd.ydL7 Dp.-ddt dm awftadt ra:i.t a>ZNaaYl. m v p k b m f dO..o.f79w Rhks
d.wbAnkslx�ik
I LdrN/.idt
• toryYOda.Q'isdr uvatpadLSra�rdrxSal rdnAndniRm7 di@.wbA
Y aaoargv.w.rasv setemck)wrkd
IY'.csb�.J.w a f.kd.aovtw caar.ps t. ltaaldRw..r 7'Yti Yt[<a
ORAMGF,CA Page 28 of 35 Printed on 9/4/2014 2:30:14 PM
Doclllncnt: OF 2006.290856
Branch :A14,User :2136 Comment:
AMERICAN LAND MIX ASSWAMON LOAN POLICY (10-11-93)
WrM ALTAEKDORSE&MM-FORM I COVERAGE
and
AMERICAN LAND TMA ASSOCIATION LC/ SMOLD IRAN POLICY (111-17-3)
WrM ALTA EMOi<98 CER FORM I COVERAGE
6XCLEWONS iROM COVERAGE
Station [d :SOlI
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I. (U M bw. wt&v wpaa,m.dtal Cnrl.dioa bas[ WI , n bwm tad aa.W k.t ads wwk «wpiw;.4 taw-bc.adcks too las oaaPt"c7•
Op tr.t�al.rt.4th. Ltd: (s) m. tlr.m,6000lmr v Inaba dwy kxas�.ar w baata WNW w a. r* R a ep-L6- b onOackipw ad, -is dad -6.8 w uv
d6obd w nl' prta! dwbf6 dr 1ad'o w a. paC 0-(w) oww.nwW paw:as «OYaa(faa d,t7 •kaltti-.418.0- e.s, adawaa «tam tquYtisi ataftt otka<atsu
rkr a.xb. dAt olactoamtdracof w a t-dwd,bfaa<to «eamrtaex tQabkOt bvw. ctakt6a w dtoptd ttoYtlwt tlfadgOt Wd W baawno.daa Ytlaat�FtmrOY d Oac.f
haw.
(W yW PQdW Posa.a tM&WO%7 IbOM asap btko eaw da a*ski dOk etadta 6oadwatwtks 9(4&4:d. SM
tstOrYt Loo a.'vds(mwcictad
.obionsllatWa da aaa halm raooddta6a P�tk tacw6 r OYtcdll�f cl. .4d W oa..rtd PTlwn Aw ad
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yob J rNJ...kt he 6idaiw ec dtYe d apedna Ibr w:s rWw k.n•k4c-
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(d uA k w ..b d. sw..ed arygatd C
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G) ew.k;oaaFte wdna,.watsY rrod�t.-rant bOto sraula1voefwadeYYla++aebdPtM.d.sinrde kQxaan-¢%%.ate
L tl.uEteul.AydtM lha[Ok. Fred OmaattcFtnou dOlr laldky.rbt:ndOb acrdrOrcaf►.ifc1(ntb tOu02fgtrP.lnduy wLt@rtaawrrd6ci4kWeato m+pt>ria
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prmmb «aa I.l n6D Orataw.
L d.y Oawrtaey Gaa aJ*.tott YGa w 0-0-10-(1'0- (trtk. eWnt-1pAwbyof 0-q rarayGw tr aaakn. Yba traaoa4a oar W U. of Ob 5avd Qrwgo r1tFl tao w 6pv.s.aa tr.al
.Lith a OIs dlNkayObs 6rOnaf /.r rFrndw aalyrtdb,daow
7, Ny ado wlk3 w'�watad9svamaka avcLtO,ke isunt Ntfa msW6sYsad4r6i/oEa.Dyo.r.ddsow'riwd WadAbUup4q. wekoel.os4twsmifrwits�.l�uis.ti
am b bwd we
CO MuseaaloaasasfaC6a- 010.. bvradw pg" ad+iicmrd• tC.&kt oorwywa wtaddmtona%
(iq Wrr.adFa7w afObs lwasdOk. Yaraf orasear.rt..tdttu appiiaeF. adtkt dsdwdaQdt6lr.,bwdkOdo.ew
(t� aawsab.a.dtdrkrtcnadt4fo.ad.mnOickcydem+ed.Pm
(q bt6lytowd O.iw.w�dt�artr
(►) d+dt rssmgrir(.a bkapst.odo b a pa4Yurtxr.Frw aJulQsattrlknadkw.
Tv .haa
p.= t. hood dad oVw Aw .J Cb w «Lsa.Y (&ants 4 659ba m dr ah.w 6uisi..s ion CowVh da LllaRtaa taw (S+.asA i s 8aaaarlCaa.te
Policy vM at6s Ikr.tot0cw411.wpti�
670C8>•UONS tcStOM COV�A(�
tb+pokt7 aa. wtF.ra tt.au tavtraaa.ta(..a 6./brsp.yw41 --pylar-, rcaaga'tat «awW W .d'sas.a Yito� at
I. T.arwtowaam wl:cl as.arrW.wasalnt+i6msYy8.ramtsd.eyLsiV sufoiyd.t thin tssn.rmaswenuard poPoryw(ry6rP�sa�sdc
h+ccoSl.p yy apd[k:apary..fLY a'ty tam! FaOm w uaamnv, wtalm da.dtptsasSq, vlsYswwt tM.->7'tbs steordr ds.cb tpmgl «by Obs PWE r.tordr
2 A40N.tWtfo�mats«dtio wkid so OW drty.tryOkop.bikrwrB Gankkb taddbcwwt+k+edlryai.tfca(o.tof6ekmdwby mskW f.asiy ofpat.w Fpotteror d.aoat
>. t'waxa+. tiaaoracv+tx+.ntara."sardavof.srtirhrs.acda.e lry OsasWicnoo�da
a. Dka�,andw.oadNLOmwa.yiaca.dsvYbrw.seuo.rLsrru.wuyeAa bw.ald.oaaa �a.tl Show. wa.Alef src.al abuw W6e Pa63fcnewtr
x (t)Ugpacattdm:kta cbrr.S IN wayska+«eaPdoatbprariarbAm aakstriad 6e You.oedaak�Iorw 11110- el.tostrdbenw.a..twltaa.ad.saoo. u.wd.ekr(q.t6/
w (/1tn da.uby Oft Poblb.®.L.
AMmuCAN LAND TME AStOMUON OW"Al POIACY (10-17-1)
Aad
AMERICAN LAND 11718 ASSOC1ATM LRASEHOLD OWMM'S IOLECY (10-1743)
LXCLtMOM nOM COVERAGIc
The Nkat -[--a-. we tsiam4/auktds! him 6-0-. W -COIL pehy..dckCaaprVAn.t¢4bawdOntgt avat.ea-c11 flaw c.pm.a .kiaa8syOaaaa.oE
1. <0 A-yia.., pdkrnoc 0-r praea.dl rra.(afaa(bFBae b.0-wi.adnbAdnadwit Oat tadtrca.weadtao)r.obf-a.�uisy�iwntaYtnW6eooa�y.
.K«.gj�ooad/rl..t(Glexckaaa.aiwar:c.a«:wo..lrq R «d. ay.f at�t6ac«�S.a.snor t*-FvatkmumpI*Ssawu
dOa W w QYP� aatrkHdw Wd Y w w0-. int«(iv) o
d.t.samnddat.Wroavartdrtma«a.doc da 440-0-, tin «wcadrsu aoatact tow aaaaiaho watk>.oa sh1sL[ atTatia� ltd bw baa r-w.dd:tloa.bfYr.m-br 4¢ot
(e) Aar v7MXoa.91 poGq•poa.ra=-Cb"w(4) .taaayeb lkcatrs 69 a mem d6-wtada bo.olw. S.&D da d&M 6aw lm.saas+rt a N+b6o.r,$3.0'l
.6Ldj atdaabt de 0-r kw baw ddt,ti.p&k Mwk r D.a..la rwy.
L (Lw"dmslwac dooaN Onus mmad6.satraL.Oka-¢!W two ttoaidd:do Pak -coda Qbwpatky,ba 0-r a.ckdkta rim aaw.at as7 LILA •ticsb�dRana Wad
adgwl:ea.ao4i betiaNala. dr+iylodaprdar tar..W rkkoaim.kdw-
t. Ddab,GmtswaOtrma;.heaesLh.wo6trosa�
lt) Oiotrtwm'wLaa�rawstcoodoLTd+obrtdcLJrtw'
OA-.Ita0v.b6cfsp.o%wuwm.ddatUPW4cccpd.uDusdyoGry.ba tm.-and.Ls.uldrna.d .w r+d.rdFrdtgna. rbecy asw bc•a •a1+n6t
0-r. Oh k.ad aL:.aa b.am. m 80-0-4 rn4w rkL Pour•
(ct ..t.ktaa Fc»t+u«arottaco O>e 1a:+rvSclaLa.m
(q atw5i.k«owrslwgr.ab1>tedMpr«
Stl omtdq{:krawdrwpc.kkk wodtv►nataaa twsdetd K6c FtoN ddao.kdpid..t.c for tbsamc«bout caad by Ory psShy.
♦ Mdi. wNtb aim oad6eto.oaia Rrr4t bar iusad by da ps1e7.byt.wwolds oPadosdfodad bw&,4.7.wwbahoe7.wcinL a-&-e'Wl
I -L Oak b,acd
(� 6s psp.tmwdat OkccrawsiaauLtuodby tbb DoCcY6rssQmadadaddos-oaOewoswticalduaa.a<t�w
CW ana.utim aoa5y deat.xwbmss F.rdby da Polltybdaa dcaacd. pafnunid aafo s+W:enc raa pccaaeda traxar tcm>y itra tla tklkrc
(q btloytamdd+i.wsxddarsi�tr
tbl dtsd.w«drimrta�[udeeo.p,sOtsrd+r wk.cwaJs4pouaaka oad:a
T1s tko.a patch ansa o+ty W lord n afial af4a Awlwatantst. w Caw.4d Co•aatR F .as;:b m n- aba.s avluioOw kuo Cora.tt O}ac Pitt konCa.oV• ie • Suf.d Cn.aaM
ysfcy.il dw tact.datka uw.k.t G -d @agZi>ta
tCl CEMOM FROM COVERAGE
1k1O9ak7caw rat.ta..ar]ot taw «
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ORANGE,CA Page 29 of 35 Printed on 9/412014 230:14 PM
Document; OF 2006.290856
Branch :A.14,User :2136 Comment: Station Id :SOI I
ALTA MMDRD COYMUt:s R.esmern L LOAN eouev (wom q
EXCLUSIONS FROM 00VMAGL
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ORANGF$CA Page 30 of 35 Printed an 9!4/2014 2:30:14 PK
Document: OF 2006290856
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EXRMIT "D"
DESCRFPTION OF BENEFITWD PROPERTY
Station Id :SO11
The properties descnW below shall constitute the "Benefited Property" for purposes of this
Offer, provided that any such property shall cease being part of the "Benefited Property" at such
time as fee title to such property ceases to be owned by either Offeror or a Successor
Covenantee.
EAK- I
(Lower Bayview Property)
Parcel I as shown on Exhibit "B" attached to Lot Line Adjustment No. LA2003-011,
recorded March 19, 2004 as Instrument No. 2004000225274, of Official Records, in the
Office of the County Recorder of Orange County, California.
(Harbor view shopping C=jcr)
Parcels 2, 3 and 4, in die City of Newport Beach, County of Orange, State of
California, as shown on a map filed in Book 35 Page 1 of Parcel Maps. in the
Office of the County Recorder of said County.
A non-exclusive easement for ingress and egress purposes over the northwesterly
10.00 feet of Parcel No. 1, in the City of Newport Beach, County of Orange, State
of California, as per map filed in Book 35, Page I of Parcel Maps, records of said
Orange County.
PARCBI. III
(Fashion Island)
Parcel A
Parcels l through 9, inclusive, in the City of Newport Beach, County of Orange,
State 6f Califomia, as shown on Parcel Map No. 86-399 as per Map filed in Book
221, pages 30 through 36, inclusive, of Parcelblaps, in the Office of the County
Recorder of said County.
Parcel B:
Parcels 13 through 17, inclusive, and Lots Q, R, S. U, R-1, R.2 and R-3 of Tract
No. 6015, in the City of Newport Beach, County of Orange. State of California, as
Per Map recorded in Book 239, pages 28 through 41. inclusive, of -Miscellaneous
Maps, in the Office of the County Recorder of said County.
3=9-011SAMUSU 4/4N6
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Document: OF 2006.290856
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unreel CC:
Parcel 1, in the City of Newport Beach, County of Orange, State of California, as
shown on a Parcel Map filed in Book 67, pages 2 and 3, of Parcel Maps, in the
Office ofthe County Recorder of said County.
Parcel D
parcel 1, in the City of Newport Beach, County of Orange, State of California, as
shown on a Parcel Map filed in Book 75, page 48, of Parcel Maps, in the Office of
the County Recorder of said County.
Parcel 4 of Parcel Maps, as shown on a Map filed in Book 67, pages 2 and 3, of
Parcel Maps and Lot W of Tract No. 6015, as per Map recorded in Book 239,
pages 28 through 41, inclusive, of Miscellaneous Maps, all in the City of Newport
Beach, County of Orange, State of California, in the Office of the County
Recorder of said County, lying within the land described as Parcels 1 and 2 of that
certain Lot Line Adjustment N.B.L.L.A. 87-3, recorded November 13, 1987, as
Instrurneat No. 87-640346, in the Office of the County Recorder of said County.
(corona dd Mar Plaza)
Parcel A:
The southwesterly one-half of Parcel 2 as shown on Parcel Map No. 90-361, filed
in Book 270, Pages 15 to IS; inclusive, of parcel Maps, Records of Orange
County, California.
PRcd B:
The northeasterly one$airof Parcel 2 as shown on Parcel Map No. 90-36I, Mod m Book 270. Pages 15 to
18, inclusive, of Parcel Maps, Records of Orange County, California.
PUMA C
Purer 1 of Parcel Map No. 90061, filed in Boor 270, Pages 15 to 19, inehrsive, of Parcel Maps, Rocords
Of Orange County, California.
(Newport Coot Plaza)
Parcels 1 and 2 of Parcel Map 2000-160, recorded on January 12, 2001, as
Inst unient No. 20010021439 in Book 318, Pages 27 to 31, inclusive, ofparoel
Maps, Records of Orange County, California.
3020%bQ5 X347081.5 +1406
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Document: OF 2006.290856
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PARCEL VI
(Pelican Bill Golf courses)
The property situated in the City of Newport Beach, County of Orange, State of California,
described as fouows:
PARCEL A:'
PARCEL 2 OF LOT LINE ADJUSTMENT LL 2003-027 RECORDED JUNE 24, 2004 AS
INSTRUMENT NO. 2004000575815 OF OFFICIAL RECORDS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.
PARCEL B:
PARCEL 3 OF LOT LINE ADJUSTMENT LL 2003-026 RECORDED JUNG 24, 2004 AS
INSTRUUMNT NO. 2004000575812 OF OFFICIAL RECORDS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.
PARCEL C:
PARCEL 4 OF LOT LINE ADJUSTMENT LL 94-008 RECORDED APRIL 28,1995 AS
INSTRUMENT NO. 95-0180634 OF OFFICIAL RECORDS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.
PARCEL D:
PARCEL 1 OF LOT LINE ADJUSTMENT LL 92-017 RECORDED MAY 22,1992 AS
INSTRUMENT NO. 92-343565 OF OFFICIAL RECORDS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.
PARCEL E:
LOTS 2,5 AND 6 OF TRACT NO. 14131 PER MAP FILED IN BOOK 662, PAGES 42
THROUGH 46, INCLUSIVE, OF MISCELLANEOUS MAPS, IN THE OFFJCE OF TIE
COUNTY RECORDER OF SAID COUNTY.
PARCEL F:
EASEMENTS OVER THOSE PORTIONS OF LOT 59 AND THAT PORTION OF LOT A OF
TRACT 14063 PER MAP FILED IN BOOK 670, PAGES 23 THROUGH 29, INCLUSIVE, OF
MISCELLANEOUS MAPS, IN TIM OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, AS SET FORTH IN ARTICLE 11 SUBPARAGRAPH 2.3(C) ENTITLED "ACCESS
OVER COMMON AREA FOR GOLF COURSE" IN THAT CERTAIN DECLARATION
ENTITLED "DECLARATION OF SPECIAL COVENANTS, CONDITIONS, RPSTRICTIONS
30209.OWSU47OMS 414W
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Document: OF 2006290856
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AND ESTABLISMaNT OF EASEMENTS FOR GOLF COURSE PROPERTY AND
PELICAN POINT"', RECORDED MAY 23, 1991 AS INSTRUMENT NO. 91-254012 OF
OFFICIAL RECORDS.
PARCEL G.
A FORTY (40) FOOT WIDE EASEM04T FOR ACCESS TUNNEL PURPOSES UNDER
AND THROUGH A PORTION OF THAT PARCEL OF LAND DESCRIBED WITHIN THE
"IRREVOCABLE OFFER TO CONVEY EASEMENT PELICAN HILL ROAD RIGHT-OF-
WAY" (NOW KNOWN AS "NEWPORT COAST DRIVE'l RECORDED DECEMBER 20,
1988 AS INSTRUMENT NO. 88-663375 OF OFFICIAL RECORDS, AND SHOWN ON THE
MAP OF TRACT NO. 14131, FILED IN BOOK 662, PAGES 42 THROUGH 46, INCLUSIVE,
OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, SAID EASEMENT BEING MORE PARTICULARLY DESCRIBED AS
FOLLOWS: '
COMMENCING ON THE NORTHWESTERLY TERMINUS OF THAT CERTAIN COURSE
DESCRIBED AS "NORTH 55°53'00"WEST, 457.71'", TO WHICH A RADIAL LINE
BEARS NORTH 34043'41" WEST AND BEING THE INTERSECTION OF THE
NORTHEASTERLY LINE OF LOT 4 OF SAID TRACT WITH THE SOUTHERLY LINE OF
SAID IRREVOCABLE OFFER, SAID SOLMIERLY LINE BEING A CURVE CONCAVE
SOUTHERLY, HAVING A RADIUS OF 1129.50 FEET; THENCE, WESTERLY, 97.70 FEET
ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 04°57'21" TO THE TRUE
POINT OF BEGINNING, A RADIAL LINE THROUGH SAID POINT BEARS NORTH
39°41'02" WEST; THENCE, CONTINUING ALONG SAID CURVE, 44.50 FEET THROUGH
A CENTRAL ANGLE OF 02015'26", TO WHICH A RADIAL LINE BEARS NORTH
41°56'28" WEST; THENCE, CROSSING SAID IRREVOCABLE OFFER, NORTH I4050'00"
WEST, 151.77 FEET TO THE NORTHERLY LINE OF SAID IRREVOCABLE OFFER AND
A POINT IN A CURVE CONCAVE SOUTHERLY HAVING A RADIUS OF 1266.50 FEET,
A RADIAL LINE THROUGH SAID POINT BEARS NORTH 3848'40" WEST; THENCE,
EASTERLY 43AS FEET, ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF
01057 57", TO WHICH A RADIAL LINE BEARS NORTH 3650'43" WEST; THENCE,
CROSSING SAID IRREVOCABLE OFFER, SOUTH 14050'00" EAST, 149.26 FEET TO THE
POINT OF BEGINNING.
THE HEREIN DESCRIBED EASEMENT IS CENTERED UPON A CYLINDER TWENTY-
FIVE (25) FEET IN DIAMETER. THE FINISHED FLOOR ELEVATION AT THE
NORTHERLY END IS 129.50 FEET M.S.I..; THE FINISHED FLOOR ELEVATION AT THE
SOUTHERLY END IS 120.10 FEET M.S.L.
PARCEL H:
A FIFTY (50) FOOT WIDE EASEMENT FOR ACCESS TUNNEL PURPOSES UNDER AND
THROUGH A PORTION OF THAT PARCEL OF LAND BEING A 100 FOOT WIDE RIGHT
OF WAY KNOWN AS "PACIFIC COAST HIGHWAY". AS SHOWN ON THE MAP OF
TRACT NO. 14131, FILED IN BOOK 662, PAGES 42 THROUGH 46, INCLUSIVE, OF
av .AM0$U 4AM
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Document: OF 2006.290856
Branch :A14,User 2136 Comment: Station Id :S011
MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY, SAID EASEMENT BEING MORE PARTICULARLYDESCRIBED AS
FOLLOWS:
COMMENCING ON THE NORTHWESTERLY TERMINUS OF THAT CERTAIN COURSE
DESCRIBED AS' (NORTH 49°29'55" WEST, 5241.12')" AND BEING THE MOST
WESTERLY CORNER OF LOT 3 OF SAID TRACT AND BEING 1N THE EASTERLY LINE
OF SAID PACIFIC COAST HIGHWAY; THENCE, ALONG SAID EASTERLY LINE OF
PACIFIC COAST HIGHWAY, SOUTH 49°29'55" EAST, 205.89 FEET TO THE TRUE
POINT OF BEGINNING; THENCE, CONTINUING WITH SAID EASTERLY LINE, SOUTH
49029'55' EAST, 50.00 FEET; THENCE, CROSSING SAID PACIFIC COAST HIGHWAY,
SOUTH 40°30'05" WEST, 100.00 FEET TO A POINT IN THE WESTERLY LINE OF SAID
PACIFIC COAST HIGHWAY; THENCE, ALONG SAID WESTERLY LINE, NORTH
49°29'55" WOT, 50.00 FEET; THENCE, CROSSING SAID PACIFIC COAST HIGHWAY,
NORTH 40030'05" EAST, 100.00 FEST TO THE TRUE POINT OF BEGINNING.
THE HEREIN DESCRIBED EASEMENT IS CENTERED UPON A CYLINDER TWENTY-
FIVE (25) FEET IN DIAMETER THE FINISHED FLOOR ELEVATION AT THE
NORTHEASTERLY END IS 113.10 FEET MLS.L; THE FINISHED FLOOR ELEVATION AT
THE SOUTHWESTERLY END IS 112-.60 FEET M.S.L.
PARCEL I:
EASEMENTS OVER LOTS A, B AND K OF TRACT 14063 PER MAP FILED IN BOOK 670.
PAGES 23 THROUGH 29, INCLUSIVE, OF MISCELLANEOUS MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY, FOR PEDESTRIAN, GOLF CART AND
OTHER VEHICULAR MEANS FOR MAINTENANCE PURPOSES. USE AND
ENJOYMENT OF THE ADJACENT GOLF COURSE, AS CONTAINED IN THAT CERTAIN
DECLARATION OF RECIPROCAL EASEMENTS
BY THE IRVINE COMPANY RECORDED MARCH 4,1994 AS INSTRUMENT NO.
94-0157793 OF OFFICIAL RECORDS.
sozosaSSUMMS 4M"
ORANGE,CA Page 35 of 35 Printed on 9142014 230:15 PM
Document OF 2006.290856
RECORDING REQUESTED,RY This Document —is electronically recorded by
CHICAGO TITLE COM JY Chicauo Title Commercial
AND WHEN RECORDED MAIL TO
(_ Recorded in Official Records, County of Orange
' GREENBERG GLUSK-ER., FIELDS = - Tom Daly, Clerk -Recorder e
1900.AVE OF THE STARS, 21ST
FLO
LOS ANGELES, ANGELES, CA 90067-4590 IIIIIIIIIIIiIIIIIIIIIIIIIIIIIfIIIIIIIIIIIIlII122.00
ATTN: DENNIS B. ELLMAN, ESQ. 2003001253678 09:50am 10/14/03
121 4A17 9
0.00 0.00 0.00 0.00 16.00 0,00 0.00 0.00
L
Escrow No. -
Order No, 13 S 0 3 3 3 1B -M0 7 SPACE ABOVE THIS LINE FOR RECORDER'S USE
AMENDMENT #5 TO GROUND LEASE
THIS DOCUMENT IS BEING RE-RECORDED TO INCLUDE THE LEGAL DESCRIPTION.
THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION
( Additional recording fee applies)
CPFR4--11/13/96bk
RECMINGREOUESM13y,
MRST AMERICAN TITt$COMP'AW
SUBDIVISION WARTMMT
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
Greenberg Glusker Fields Claman
Machtinger & Kinsella LLP
1900 Avenue of the Stars, 21" Floor
Los Angeles, California 90067-4590
Attn: Dennis B., Ellman, Esq.
WITH A CONFORMED COPY TO:
The Irvine Company
`-- 550 Newport Center Drive
--� Newport Beach, CA 92660
Attn: Brigid McMahon, Legal Department
This Document was electronically recorded by
First nerican Title—13
Recorded in Official Records, County of Orange
Tom Daly, Clerk -Recorder
11 11111111 18.00
2003000920706 04:13pm 07/31/03
1091SA177 '
0.00 0.00 0.00 0.00 12.00 0.00 0.00 0.00
(Space Above this Line for Recorder's Use Only)
AMENDMENT NO.5 TO GROUND LEASE
THE INSTRUMENT FILED FOR RECORD BY
FIRST AMERICAN TITLE COMPANY AS AN
ACCOMMODATION ONLY. IT HAS NOT
BEEN EXAMINED AS TO ITS EXECUTION
OR AS TO ITS EFFECT UPON TITLE.
JRC/30209-21307.158/338787.5
11/14/02
AMENDMENT NO.5 TO GROUND LEASE
THIS AMENDMENT NO. 5 TO GROUND LEASE ("Amendment") is made as of July 14,
2003, by and between THE IRVINE COMPANY, a Delaware corporation, herein referred to as
"Lessor," and NEWPORT DUNES PARTNERSHIP, a California general partnership, herein
referred to as "Lessee."
RECITALS
A. Lessor is the successor in interest to The Irvine Company, a Michigan
corporation, as Lessor under that certain Ground Lease dated as of June 1, 1962, a Memorandum
of which is recorded in Book 6233, Page 853 of the Official Records of Orange County. The
Ground Lease has been amended by Amendment No. 1 to Ground Lease dated as of April 1,
1966, Amendment No. 2 to Ground Lease dated as of December 1, 1970, Amendment No. 3 to
Ground Lease dated as of March 28, 1984, Amendment to Lease dated as of November 15, 1984,
and Amendment No. 4 to Ground Lease dated as of February 10, 1989 (as amended, the Ground
Lease is hereinafter referred to as the "Ground Lease").
B. It is the mutual intention of the parties to amend the Ground Lease as provided
herein in consideration of Lessor's agreement to consent to Lessee's assignment of its leasehold
interest.
NOW, THEREFORE, in consideration of the above and other consideration, the
receipt and adequacy of which is hereby acknowledged, Lessor and Lessee agree as follows:
I Lessor's Right to Convey Easements over Portion of the Leased Property.
Lessor and Lessee acknowledge and agree. that Lessor has the right to convey easements on,
under, over and across a portion of the Leased Property/within one of two alternate areas (as
selected by Lessor) depicted on Exhibit "A" attached hereto (the "Easement Area") for sanitary
sewer, storm drain and associated control systems as needed .in connection with the development
of Lessor's adjacent property located at the corner of Jamboree Road and Back Bay Drive,
provided that such easements do not materially interfere with Lessee's use of the Leased
Property as permitted under the Ground Lease. In each grant of easement, Lessor shall be
obligated to include the following requirements: tr cku tr.tb j v\ Hi -
a.
-i a. That the grantee of such easement ("Grantee") shall, prior to performance
of any work within the Easement Area, provide at least ten (10) days prior notice to Lessee, and
after commencement of any work, Grantee shall diligently prosecute such work to completion;
b. That Grantee shall perform any work within the Easement Area in a good
and workmanlike manner, and in a manner that does not impede access through the main
entrance to the Leased Property by Lessee and its employees, agents, invitees and customers;
c. That Grantee and its contractors performing work within the Easement
Area shall carry workers' compensation insurance in statutory amounts and general liability
JRC/30209-21307.158/338787.5
-2- 7/29/03
insurance with limits of not less than one million dollars ($1,000,000) naming Lessee (and if
requested, Lessee's lender) as an additional insured and written on a claims made basis;
d. That all work by Grantee within the Easement Area must take place
between September 10 and May 31 of any year in which the work is commenced, other than for
routine maintenance of Grantee's facilities within the Easement Area;
e. That Grantee shall keep the area where any such work takes place in a neat
and clean condition, with proper signage and/or other protections to keep the work area in safe
condition;
f. That Grantee shall restore the Easement Area to substantially the same
condition as existed prior to the commencement of such work.; and
g. That Grantee shall indemnify Lessee, its agents, employees, subtenants,
concessionaires, managers, representatives and customers (collectively, "Lessee Parties") for,
and shall hold harmless and defend (with counsel reasonably acceptable to the applicable Lessee
Party) the Lessee Parties from and against, any loss, cost, damage, liens, liability or expense
(including, without limitation, reasonable attorneys' fees and costs) arising out of or in
connection with (i) any work done in, -on or about the Easement Area, and (ii) the use of the
Easement Area by Grantee and its respective agents, contractors, subcontractors, employees and
representatives.
2. No Other Changes. Except as herein and heretofore amended, the Ground
Lease shall remain unchanged and shall continue in full force and effect.
3. Counterparts. This Amendment No. 5 to Ground Lease may be executed by
the parties in counterparts, which counterparts shall be construed together and have the same
effect as if all of the parties had executed the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
5 to Ground Lease as of the date first written above.
"Lessor"
THE INE COMPANY, a Delaware corporation
Daniel C. Hedigan,
Senior Vice Pre sid nt,
Land Sales and M naizem t
By: Y&44-0
Gary lac+ o
Senior Vice President,
Finance & Acquisitions
JRC/30209-21307.158/338787.5
-3- 7/29/03
"Lessee"
NEWPORT DUNES PARTNERSHIP,
a California general partnership
By:
Anne L. Evans
General Partner
By: __�- �- -�•
Anne L: Evans, Trustee of the
William D. Evans and Anne Ledford
Evans Trust C, dated July 27, 1983
General Partner .
JRC/30209-21307.15 8/338787.5
-4- 7/29/03
STATE OF CALIFORNIA )
ss.
COUNTY OF ORANGE }
On 2003, before me, ,
personally appeared DANIEL C. HEDIGAN and GARY VACCARO, personally known to me
(or proved to me on the basis of satisfactory evidence) to be 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.
WITNESS my hand and official seal.
Notary Public in and for said State
(SEAL)
STATE OF CALIFORNIA )
ss.
COUNTY OF Sdyt O )
On &Jalq 2003, before me,
personally appeav d L.. 4!!� -Va.,VS and ,
personally known to me ( ) to be the
persono} whose name(*;�-(is) (am) subscribed to the within instrument and acknowledged to me
that (hm) (she) (tom) executed the same in ( (her) (ter) authorized capacity(, and that by
(h* (her) (tom signature( on the instrument the person( or the entity upon behalf of which
the persons acted, executed the instrument.
WITNESS my hand and official seal.
otartPubVV'in anal for sai ate
JRC/30209-21307.15 8/33 8787.5
-5- 7/29/03
STATE OF CALIFORNIA )
} ss.
COUNTY OF ORANGE }
On �T, t \ I 9,ci , 2003, before me, Gcu � -�' . ta4 u eve
personally appeared DANIEL C. HEDIGAN and GARY VACCARO, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) his-)
(are) subscribed to the within instrument and acknowledged to me that -(-(she) (they) executed
the same in {-h4)-(lief) (their) authorized capacityoes, , and that by (hiS)44P.4� (their) signature(s)
on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed
the instrument.
WITNESS my hand and official seal.
l
GAIL P. PAULSEN
Commission # 1389845
Z01MYCOMM.
Notary Public - California
Orange County ExpaesJon 1Q 2007
(SEAL)
STATE OF CALIFORNIA )
ss.
COUNTY OF )
On , 2003, before me,
Notary Public in and for said State
personally appeared and
personally known to me (or proved to me on the basis of satisfactory evidence) to be 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.
WITNESS my hand and official seal.
(SEAL)
Notary Public in and for said State
JRC/30209-21307.158/338787.5
-5- 7/29/03
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BAYVIEW LANDING ADAMS • STREETER
CIVIL ENGINEERS, INC.
m SEWER EXHIBIT EXHIBIT 5 CORPOR�TF 7PARK
141
®®® ■■■ RMRF, c. W. vur 474.zaz0
m
i_ea c ed P i"o Pev'4-y
THOSE PORTIONS OF BLOCKS 55 AND 94 OF IRVINE'S SUBDIVISION, IN THE CITY OF
NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ONA MAP
RECORDED IN BOOK 1, PAGE 88 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE CENTERLINE OF JAMBOREE ROAD, 100.00 FEET
WIDE, AS DESCRIBED IN A DEED TO THE COUNTY OF ORANGE, RECORDED IN BOOK 4110,
PAGE 10,. OFFICIAL RECORDS WITH THE -CENTERLINE OF BACK BAY DRIVE, 80.00 FEET
WIDE, AS DESCRIBED IN A.DEED TO THE COUNTY -OF ORANGE, RECORDED IN BOOK 4228,
PAGE 216 OF OFFICIAL RECORDS; THENCE NORTH 550 17' 48" WEST 434.75 FEET ALONG
THE CENTERLINE OF BACK BAY DRIVE TO THE BEGINNING OF A CURVE CONCAVE EASTERLY
AND HAVING A RADIUS OF 450.00 FEET; THENCE LEAVING SAID CENTERLINE SOUTH 34°
42' 12" WEST 40.00 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY LINE OF SAID
BACK BAY DRIVE, SAID POINT BEING THE BEGINNING OF A CURVE CONCENTRIC TO ABOVE
450.00 FEET RADIUS CURVE, AND HAVING A RADIUS OF 490.00 FEET; THENCE
NORTHWESTERLY 39.05 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 04°.33'
59" TO THE TRUE POINT OF BEGINNING, A RADIAL LINE OF SAID CURVE THROUGH SAID
POINT BEARS SOUTH 39° 16' 11" WEST; THENCE LEAVING SAID CURVE SOUTH 590 45' 30"
WEST 169.10 FEET; THENCE SOUTH 330 37' 44" WEST 75.75 FEET; THENCE SOUTH 070 29'
58" WEST 146.85 FEET; THENCE SOUTH 520 26' 07" WEST 520.90 FEET; THENCE SOUTH
720 13' 41" WEST 425.77 FEET; THENCE NORTH 800 38' 33" WEST 315.75 FEET; THENCE
SOUTH 790 00' 00" WEST 88.33 FEET; THENCE NORTH 610 33'44" WEST 94.00 FEET TO A
POINT ON THE.ADJUDICATED LINE OF THE ORDINARY HIGH TIDE LINE ESTABLISHED IN
1926 BY COURT DECREE NUMBER 20436 OF THE SUPERIOR COURT OF SAID ORANGE COUNTY,
SAID POINT SHOWN ON A MAP FILED IN BOOK 95, PAGES 39-43 OF RECORDS OF SURVEY
AS ADJ. 18; THENCE SOUTH.850 30' 33" EAST 528.58 FEET ALONG SAID ADJUSTED LINE
TO A POINT SHOWN AS ADJ. 19 ON SAID RECORD OF SURVEY; THENCE NORTH 720 13' 41"
EAST 357.73 FEET ALONG SAID ADJUDICATED LINE TO A POINT SHOWN AS ADJ. 20 ON
SAID RECORD OF SURVEY; THENCE NORTH 500 17' 46" EAST 535.40 FEET ALONG SAID
ADJUDICATED LINE TO A POINT SHOWN AS ADJ. 21 ON SAID RECORD OF SURVEY; THENCE
NORTH 070 29' 58" EAST 502.37 TO A POINT ON THE SOUTHERLY RIGHT OF WAY LINE OF
BACK BAY DRIVE; SAID POINT ALSO BEING ON SAID CURVE HAVING A RADIUS OF 490.00
FEET; A RADIAL LINE OF SAID CURVE THROUGH SAID POINT BEARS SOUTH 74.0 11' 17"
WEST; THENCE SOUTHERLY 296.63 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF .
340 55' 06" TO THE POINT OF BEGINNING.
s% THIS IS TO CERTIFY THAI THIS IS
A TRUE AND CORRECT COPY OF THE
TRANSAYER P_Tl-!�_ CQ. 886691
RECORDING REQUESTED BY:
Carol Karno
RECORDWG REOVESTED BY
WHEN RECORDED MAIL TO: HVJ1SAWEPXA TUIE CO.
Carol Karno, Vice President OF O14AOEµ000NIy CAUFOpWA
SunWest Asset Management
2201 Dupont Drive - Suite 720 -920 AM FEB 17 T9
Irvine, CA 92715 $11'00 -
C2
a' "�RECORDEA
(Space Above This Line for Recorder's Use Only) -
&MENDMENT No. 4 TO GROUND LEASE
(Short -Form Memorandum)
THIS WNDMENT No. 4 TO GROUND LEASE dated as of the
day of ElvikirX , 1989, is by and between THE IRVINE
COMPANY, a Michigan corporation, with its principal office
located at 500 Newport Center Drive, Newport Beach, California
("Lessor"), and NEWPORT DUNES PARTNERSHIP, a California general
partnership, with its principal office located at 998 West
Mission Bay Drive, San Diego, California ("Lessee").
N I T H E a a E T H:
1. Lessor does hereby lease to Lessee upon all of
the terms and conditions set forth in that certain Amendment No.
4 to Ground Lease of even date herewith between Lessor and
Lessee, which by this reference is incorporated herein, all that
certain real property situated in the County of Orange, State of
California, more particularly described in the attached Exhibit
B•
2. Amendment No. 4 to Ground Lease amends that
certain Ground Lease dated June 1, 1962, a Memorandum of which is
recorded in Book 6237, Page 857 of the Official Records of Orange
County, California. The Ground Lease has been previously amended
by Amendment No. 1 to Ground Lease dated April 1, 1966, Amendment
No. 2 to Ground Lease dated December 1, 1970, Amendment No. 7 to
Ground Lease dated March 28, 1984 and Amendment to Lease dated
November 15, 1984. The Amendment No. 4 to Ground Lease, among
other things, modifies the assignment and subletting provisions,
the description of the Leased Property, the term of the Ground
Lease and the Hazardous Materials disclosure requirements.
3. The termo the Ground Lease commenced on June 1,
1962 and ends on the t�C�6— day of F-P!i/uCIJ , 2024,
subject, however, to extension or earlier terming ion as provided
in the aforementioned incorporated Amendment No. 4 to Ground
Lease.
4. Should there by any inconsistency between the
terms of this instrument and Amendment No. 4 to Ground Lease
incorporated herein, the terms of the incorporated Amendment
No. 4 to Ground Lease shall prevail.
01 -U -e9 12u9-0oa22
I
M
89-M669 r
IN WITNESS WHEREOF, the parties hereto have executed
this instrument as of the day and year first above written.
"LESSOR" "LESSEE"
THE Vi�OHPANY,a NEWPORT DUNES PARTNERSHIP,
Mi ig 0 a California general
a .,or i 1p
partnership
Mi
.y
I,
t is esl en t. BY: -E
Anne L. Evans, an
individual general
B partner
ALD C NUT
Its: Assistant Secretary BY:
Anne L. Evans, Trustee of
the William D. Evans and
Anne L. Evans Trust, C,
dated July 27, 1983, a
general partner
01-23-" 12"t -00M
,hal, STATE OF CALIFORNIA )
) se.
COUNTY OF OPA"E )
�
i nJ /r?� Qy
On , 19r' /, before me, the undersigned, a.
Notary Public nand for said State, personally appeared Anne
L. Evans , personally known to me or proved to me on the basis
F;. of satisfactory evidence to be the person(s) that executed this
lihstrument ai of the partners of
, 64U Ak the partnership that
executed the within instrument, and khcknowledged to me that said _
partnership executed the same.
WITNESS my hand. and official seal.
OFFICIAL SEAL /
NO
lUDI7H A HERI% .l,
0 r JUDI NOUC MirNDRI
SAN DIEGO CDUtnY Notary Public in an for said/State
Y)Cam Er9Mfa IOL IM
(Se
0'
r
CAT. NO. - ---1 TICOR TITLE INSURANCE.
I3
TO ]1W CACA (1 x1
(Corponuon)
STATE OF CALIFORNIA - l
COUNTY OF Orange f
on February 10. 1989 _ WM me, the Umcnip". a Notary Public is and for
uid Sutc. Penonay aPF'erted C ar❑ G Sim - - ,all krnor to me or proved to me od the buil
Pen° y
of utisfaaory evidentt to be the' 11 rho esceuted
m
the rithia irutruent u the v ace
President, udDonald M N rt
penon.11y known to me a
provrd to me on the bash of ulisfactory evidence m be
the pnpn who executed the within irutrumcnt u the
Ass l9tant Sectcnry of the Corporation
,bar
c..red the within irnaument and uknowlcd[rd
to me thu such corporation executed the+ithin inaru"
ment pursuant to in by -lays or a tcrolution of it'
board of ditcctort
WITNESS o,Y ha�nd�a/n✓do ff-,CW real.
SII natum
f^— ✓✓✓ �71�
[Seal)
01.23-119 12619.00022
II WOC\160\09010010.Ano
KIMBERLY STAFFORD
,,gyp IIOIANY on9LIC CAUIO-RA
�' .y� pRINCIPAI "'ICE M
%.+' pRANGE COUNTY
VT C04HISSIIxt C%o1xtS APP. 12. 1991 I
f"ir r.. for M. --> .rd)
Notary Public in and for said State
1100011,
'HAT PORTION OF BLOCKS 55 AND 94 OF IRVINE'S SUBDIVISION 1N THE CITY
F NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, PER NAP
ECORDED IN BOOK 1, PAGE 88 OF HISCELLANEOUS NAPS IN THE OFFICE OF THE
RUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:.
OM7IENCING AT THE INTERSECTION OF THE CENTERLINE OF JAMBOREE ROAD,
00.00 FEET WIDE, AS DESCRIBED IN A DEED TO THE COUNTY OF ORANGE,
ECORDED IN BOOK 4110, PAGE 10 OF OFFICIAL RECORDS WITH THE CENTERLINE
IF BACK BAY DRIVE, 80.00 FEET WIDE, AS DESCRIBED IN A DEED TO THE
OUNTY OF ORANGE, RECORDED IN BOOK 4228, PAGE 216 OF OFFICIAL RECORDS;
HENCE NORTH 55' 17' 48" WEST 434.75 FEET ALONG THE CENTERLINE OF BACK
AT DRIVE TO THE BEGINNING OF A CURVE CONCAVE EASTERLY AND HAVING A
.ADIUS OF 450.00 FEET; THENCE LEAVING SAID CENTERLINE SOUTH 34. 42-
2" WEST 40.00 FEET TO A POINT ON THE SOUTHERLY RIGHT Of WAY LINE OF
IAID BACK BAY DRIVE, SAID 'POINT BEING THE BEGINNING OF A CURVE
:ONCENTRIC TO ABOVE 450,00 FEET RADIUS CURVE, AND HAVING A RADIUS OF
90.00 FEET; THENCE NORTHWESTERLY 39.05 FEET ALONG SAID CURVE THROUGH
CENTRAL ANGLE OF 04' 33' 59" TO THE TRUE POINT OF BEGINNING, A
IADIAL LINE OF SAID CURVETHROUGHSAID POINT BEARS SOUTH 39' 16' ll"
?EST; THENCE LEAVING SAID CURVE SOUTH 59' 45' 30" WEST 169.10 FEET;
'HENCE SOUTH 33' 37' 44" WEST 75.75 FEET; THENCE SOUTH 07' 29' 58"
TEST 146.85 FEET; THENCE SOUTH 52' 26' 07" WEST 520.90 FEET; THENCE
SOUTH 72' 13' 41" WEST 425.77 FEET; THENCE NORTH 80' 38' 33" WEST
115.75 FEET; THENCE SOUTH 79' 00' 00' WEST 88.33 FEET; THENCE NORTH
,1' 33' 44" WEST 94,00 FEET TO A POINT ON THE ADJUDICATED LINE OF THE
)RDINARY HIGH TIDE LINE ESTABLISHED IN 1926 BY COURT DECREE NUMBER
!0436 OF THE SUPERIOR COURT OF SAID ORANGE COUNTY, SAID POINT SHOWN ON
l MAP FILED IN BOOK 95, PAGES 39-43 OF RECORDS OF CURVE AS ADJ. 18;
HENCE SOUTH 85' 30' 33" EAST 528.58 FEET ALONG SAID ADJUSTED LINE TO
1 POINT SHOWN AS ADJ. 19 ON SAID RECORD OF SURVEYS; THENCE NORTH 72'
13' 41" EAST 357.73 FEET ALONG SAID ADJUDICATED LINE TO A POINT SHOWN
1S ADJ. 20 CN SAID RECORD OF SURVEYS; THENCE NORTH 50' 17' 46" EAST
535.40 FEET ALONG SAID ADJUDICATED LINE TO A POINT SHOWN AS ADJ. 21 ON
SAID RECORD OF SURVEYS; THENCE NORTH 07' 29' 58" EAST 502.37 TO A
POINT ON THE SOUTHERLY RIGHT OF WAY LINE OF BACK BAY DRIVE; SAID POINT
4LSO BEING ON SAID CURVE HAVING A RADIUS OF 490.00 FEET; A RADIAL LINE
DF SAID CURVE THROUGH SAID POINT BEARS SOUTH 74' 11' 17" WEST; THENCE
SOUTHERLY 298.63 FEET ALONG SAID CURVE THROUGH CENTRAL ANGLE OF 34'
55' 06" TO THE TRUE POINT OF BEGINNING.
EXHIBIT A
AMENDMENT NO. 4 TO GROUND LEASE
THIS AMENDMENT NO. 4 TO GROUND LEASE is made as of the /0/lday
of r-t.61-G4L/-V 1989, by and between THE IRVINE COMPANY, a
Michigan corporation, herein referred to as "Lessor," and NEWPORT
DUNES PARTNERSHIP, a California general partnership, herein
referred to as "Lessee."
RECITALS
The parties hereto are Lessor and Lessee respectively under that
certain Ground Lease dated June 1, 1962, a Memorandum of which is
recorded in Book 6233, Page 853 of the Official Records of Orange
County. Said Ground Lease has been amended by Amendment No. 1 to
Ground Lease dated April 1, 1966, Amendment No. 2 to Ground
Lease dated December 1, 1970, Amendment No. 3 to Ground Lease
dated March 28, 1984 and Amendment to Lease dated November 15,
1984 (as amended, said Ground Lease is hereinafter referred to as
the "Ground Lease").
It is the mutual desire of the parties hereto to further amend
the Ground Lease as herein provided.
W I T N E S S E T H
1. Property Leased. Paragraph 2 of the Ground Lease, entitled
"Property Leased," is hereby amended to revise the descriptions
of the original "leased land" and the Additional Land to that
certain real property situated in the County of Orange, State of
California, which property is described in Exhibit "C-1" attached
hereto, and by reference incorporated herein, and for convenience
delineated on the plat that is attached hereto as Exhibit I'D -111
also by reference incorporated herein. The original "leased
land" and the "Additional Land" shall hereinafter be referred to
as the "Leased Property."
2. Term. Paragraph 3 of the Ground Lease, entitled "Term," is
hereby amended to provide that the term of the Ground Lease shall
expire on/q�CLtitrt / , 2024.
3. The following Paragraph 3.1 is hereby added to and made a
part of the Ground Lease:
3.1 Option to Extend Ground Lease.
(a) Grant of Option. Lessor hereby grants to Lessee
the opt}}'gn to e tend the term of this Ground Lease
until f�/Y2a / 2039 (the "Ground Lease ExtensLon
Option") on the same terms and conditions set forth in
this Ground Lease. The term of this Ground Leases is
based upon the anticipated completion of the entL re
redevelopment of Newport Dunes in compliance witi-i the
01-12-89 12649-00022
F.\DOC\160\89010006.AGR
conditions set forth in the Lease (Newport Dunes
Aquatic Park) dated i�l��iY�6, 1989 by and between the
County of Orange ("County") and Lessee (the "Lease").
(b) Term of the Ground Lease Extension Option. The
term of the Ground Lease Option shall expire sixty (60)
days after the expiration of the five (5) year option
period provided in Section 4.B. of the O tion Agreement
to Amend Lease (Parcels B and C) dated Err /�; , 1989
by and between County and Lessee (the "Option Agreement
to Amend Lease"), unless, prior`to such expiration,
Lessee has given Lessor written notice of its election
to extend the option period under the Option Agreement
to Amend Lease pursuant to its Section 5.B: (which
provides for an extension of up to three (3) additional
one (1) year periods), in which case the Ground Lease
Extension Option shall likewise be extended and expire
sixty (60) days after the expiration of the last
extension of which Lessor has received timely written
notice. Written notice of Lessee's election to extend
the term.of.the Ground Lease Extension option must
contain the following:
(i) a copy of the check to be paid as consideration to
County for the extension of the option period under
Section 5.B, of the Option Agreement to Amend Lease,
and
(ii) a letter referencing this Paragraph 3.1 in which
Lessee states its intentions to extend the term of the
Ground Lease Extension Option.
(c) Exercise of Ground Lease Extension option. At any
time during the term of the Ground Lease Extension
Option, Lessee may exercise its option to extend this
Ground Lease by providing Lessor written notice of its
election to exercise the Ground Lease Extension Option.
Such written notice must contain the following:
(i) a copy of the executed Parcel C Amendment,
by and between County and Lessee (located in Exhi bit
II of the Option Agreement to Amend Lease), and
(ii) a letter referencing this Paragraph 3.1 in which
Lessee states its intention to exercise the Groun d
Lease Extension Option to extend the term of this
Ground Lease.
(d) Effect of Lessee's Failure to Extend or Exercise
Ground Lease Extension Option. If Lessee fails to give
written notice of its exercise of the Ground Lease
Extension Option or extension of the Ground Leases
01-12-89 12649-00022
F:\00C\160\89010006.AGR
011
Option as required by this Paragraph 3.1, the Ground
Lease Extension Option shall terminate and Lessee shall
have no further rights with respect to any remaining
extension periods.
4. Paragraph 4 of the Ground Lease, entitled "County Lease," is
hereby deleted in its entirety and the following added in its
place:
4. County Agreements. A default under any of the following
agreements (the "County Agreements"), unless cured within
the time period allowed by such Agreements, shall be deemed
a default under the terms and provisions of this Ground
Lease and all rights of Lessor in the event of any such
default as herein provided shall apply:
a.. An amended and substituted original lease, entitled
"Substituted Lease" covering Parcel D, dated fe61fzz1Y /6 ,,
1989 by and between County and Lessee (the
"Substituted Lease"), which expires on May 30, 2008.
b. The Lease (as defined in Paragraph 3.1(a)).
C. The Option Agreement to Amend Lease (as defined in
Paragraph 3.1(b)). A failure to exercise such option
shall not constitute a default under this Ground Lease.
Lessee covenants and agrees to send a copy of any notice of
default or termination received by it under any of the
County Agreements to Lessor hereunder immediately upon the
receipt of any notice; Lessee further covenants and agrees
to request in writing, upon the execution of the County
Agreements, that County give to Lessor a copy of any notice
of default or termination at the same time as any such
notice is served upon Lessee by reason of its default under
any of the County Agreements.
Notwithstanding the provisions of Paragraph 18 of this
Ground Lease ("Termination"), if Lessee fails to send to
Lessor any notice of default or termination received by it
under any of the County Agreements within ten (10) days of
its receipt of such notice, Lessee shall be in default under
this Lease and Lessee's thirty (30) day period to cure its
default under this Ground Lease shall commence as of the '
effective date of the default or termination notice under
the County Agreements.
If Lessee has failed to cure the defaults specified under
the County Agreements within such thirty (30) day period,
Lessor shall have all rights and remedies to which it is
entitled at law, in equity or under the terms of this
Ground Lease.
01-12-89 12649-00022
F:\DOC\160\89010006.AGR 3
5. The following Paragraph 14.1 is hereby added to and made a
part of the Ground Lease:
14.1. Indemnification. To the fullest extent permitted by
law, Lessee hereby agrees to defend (with attorneys
acceptable to Lessor, which acceptance shall not be
unreasonably withheld), indemnify, protect and hold harmless
Lessor and Lessor's agents from and against any and all
damage, loss, claim, liability and expense including,
without limitation, actual attorneys' fees and legal costs, -
incurred directly or indirectly by reason of any claim,suit
or judgment brought by or on behalf of any person or persons
for damage, loss or expense due to, but not limited to,
bodily injury or property damage sustained by such person or
persons which arise out of, are occasioned by, or are in any
way attributable to the use or occupancy of the Leased
Property, the acts or omissions of the Lessee, its agents,
employees, contractors, licensees or invitees, except to
the extent caused by the sole active negligence or willful
misconduct of Lessor.
6. Paragraph 17 of the Ground Lease entitled "Assignments and
Subletting," is hereby deleted in its entirety and the following
added in its place:
17. Assignment and Subletting.
a. Prohibition. Lessee shall not directly or indirectly,
voluntarily or by operation of law, assign (which term shall
include any transfer, assignment, pledge, mortgage or
hypothecation) all or any part of this Ground Lease, or any
right or interest hereunder, or sublet the Leased Property
or any part thereof, or allow any other person or entity to
occupy or use all or any part of the Leased Property without
first obtaining the written consent of Lessor in each
instance, which consent shall not be unreasonably withheld.
No assignment, encumbrance, subletting, or other transfer in
violation of the terms of this Paragraph 17, whether
voluntary or involuntary, by operation of law, under le gal
process or proceedings, by receivership, in bankruptcy, or
otherwise, shall be valid or effective and, at the option of
Lessor, shall constitute a default by Lessee. To the extent
not prohibited by provisions of the Bankruptcy Code of 3-978,
11 U.S.C. Section 101 et seq. (the "Bankruptcy Code"),
Lessee on behalf of itself, creditors, administrators and
assigns waives the applicability of Sections 541(c) and
365(e) of the Bankruptcy Code unless the proposed assignee
of the trustee for the estate of the bankrupt meets Lessor's
standard for consent as set forth below. Lessor has entered
into this Ground Lease with Lessee with the understanding
that Lessee will use the Leased Property to access the
01-12-89 12649-00022
F:\DOC\160\89010006.AGR 4
Lessee's planned development of adjacent land; the foregoing.
prohibition on assignment or subletting is expressly agreed
to by Lessee in consideration of such fact. If this :Ground
Lease is assigned to any person or entity pursuant to; the
provisions of the Bankruptcy Code, any and all monies or
other considerations payable or otherwise to be delivered in
connection with such assignment shall be paid or delivered
to Lessor, shall be and remain the exclusive property.of
Lessor and shall not constitute property of Lessee or the
estate of Lessee within the meaning of the Bankruptcy. Code.
Any and all monies or other considerations constituting
Lessor's property under the preceding sentence not paid or
delivered to Lessor shall be in trust for the benefit
of Lessor and be promptly paid or delivered to Lessor. Any ,
person or entity to which this Ground Lease is assigned
pursuant to the provisions of the Bankruptcy Code shall be
deemed without further act or deed to have assumed all of
the obligations arising under this Ground Lease on and after
the date of such assignment. Any such assignee shall upon
demand execute and deliver to Lessor an instrument
confirming such assumption.
b. Lessor's Consent. In the event Lessor consents to.. any
assignment or subletting, such consent shall not constitute
a waiver of any of the restrictions of this Paragraph 17 and
the same shall apply to each successive assignment or
subletting hereunder, if any. In no event shall Lessor's
consent to an assignment or subletting affect the
continuing primary liability of Lessee (which, following>
assignment, shall be joint and several with the assignee),
or relieve Lessee of any of its obligations hereunder
without an express written release being given by Lessor.
In the event that Lessor shall consent to an assignment or
subletting under this Paragraph 17, such assignment or
subletting shall not be effective until the assignee or
sublessee shall execute, acknowledge and deliver to Lessor
an agreement, in form and substance satisfactory to Lessor,
whereby assignee or sublessee shall assume all of the
obligations of this Ground Lease on the part of Lessee -to be
performed or observed and whereby the assignee or sublessee
shall agree that the provisions contained in this Ground
Lease shall, notwithstanding such assignment or subletting,
continue to be binding upon it with respect to all future
assignments and sublettings. Such assignment or subleas e
agreement shall be duly executed and a fully executed copy
thereof shall be delivered to Lessor, and Lessor may collect
any rent due hereunder directly from the assignee or
sublessee. Collection of rent directly from an assignee or
sublessee shall not constitute a consent or a waiver of the
necessity of consent to such assignment or subletting, nor
shall such collection constitute a recognition of such
assignee or sublessee as the Lessee hereunder or a release
01-12-89 12649-00022
F:\DOC\160\89010006.AGR 5
of Lessee from the performance of all of its obligations
hereunder.
C. Lessor's Activities. Lessee shall notify Lessor in
writing of Lessee's intent to assign this Ground Lease or
any right or interest hereunder, or to sublease the Leased
Property or any part thereof, and of name of the proposed
assignee or sublessee, the nature of the proposed assignee's
or sublessee's business to be conducted on the Leased'
Property, the terms and provisions of the proposed
assignment or sublease and a copy of the proposed
assignment or sublease form, and such other information,
including but not limited to net worth, income 'statements
and other financial statements for a two-year period
preceding Lessee's request for consent, as Lessor may
reasonably request concerning the proposed assignee or
sublessee. Lessor shall, within thirty (30) days of receipt
of such written notice, and all additional information
requested by Lessor concerning the proposed assignee or
sublessee, elect to take one of the following actions:
1. consent to such proposed assignment or sublease;
2. refuse such consent, which refusal shall be on
reasonable grounds; or
3. elect to recapture the Leased Property and, if
Lessee proposes to assign this Ground Lease,
terminate this Ground Lease in which event this
Ground Lease shall terminate as of the thirtieth
(30th) day after Lessor so notifies Lessee of its
election to recapture. If Lessee proposes to
sublease all or part of the Leased Property,
Lessor may, at its option exercised by thirty -(30)
days written notice to Lessee, elect to recapture
such portion of the Leased Property as Lessee
proposes to sublease and as of the thirtieth_
(30th) day after Lessor so notifies Lessee of its
election to recapture, this Ground Lease shall
terminate as to the portion of the Leased Property
recaptured and the rent payable under this Ground
Lease shall be proportionately reduced.
Notwithstanding the provisions of this
Subparagraph 17(c)(3), Lessor's right to exert ise
its election to recapture shall terminate if and
when Lessee withdraws or terminates its proposed
assignment of this Ground Lease and/or sublease of
all or a portion of the Leased Property.
If Lessor fails to elect any of the alternatives set
forth in Paragraph 17(c)(1) through 17(c)(3) within said
thirty (30) day period, Lessor shall be deemed to have
01-12-89 12649-00022
F:\DOC\160\89010006.AGR 6
refused its consent to such assignment or subletting by
Lessee.
d. Standard for Consent. Lessee agrees, by way of example
and without limitation, that it shall not be unreasonable
for Lessor to withhold its consent to a proposed assignment
or subletting if any of the following situations exists or
may exist:
1. Lessor determines that the proposed assignee's or
sublessee's use of the Leased Property conflicts
with Paragraph 6, Paragraph 25.1 or Paragraph 25.2
of this Ground Lease (and Lessor may require such
assignee or sublessee to complete the
Questionnaire in the manner described in Paragraph;
25.2(b) prior to making such determination), or
any other provision hereunder;
2. Lessor determines that the proposed assignee or
sublessee is not as financially responsible as
Lessee as of the date of Lessee's request for
consent or of the effective date of such
assignment or subletting;
3. Lessor determines that the proposed assignee o r
sublessee lacks sufficient business reputation --or''
experience to conduct on the property adjacent to
the Leased Property to be developed pursuant -to
the County Agreements a business of a type and
quality equal to that conducted by Lessee;
4. Lessor determines that the proposed assignee or
sublessee (i) has been required by any prior
landlord, lender or governmental authority .to take
remedial action in connection with Hazardous
Materials contaminating a property if such
contamination resulted from the proposed assignee
or sublessee's actions or use of the property in
question, or (ii) is subject to any enforcement
order issued by any governmental authority in
connection with the use, disposal or storage of a
Hazardous Material;
5. A default shall have occurred and be continuing at
the time of its request for Lessor's consent, or
as of the effective date of such assignment or
subletting.
e. Bonus Value. Lessee acknowledges that Lessee is no -t
entitled to any economic value of the Leased Property
represented by the difference between the rent payable
hereunder and the fair market rental value of the Leasec?
01-12-89 12649-00022
F:\Doc\160\89n 10006.A GR 7
Property and, accordingly, Lessee agrees that any amounts
paid by the assignee or sublessee, however described, in
excess of the rent payable by. Lessee hereunder (or, inthecase of a sublease of a portion of the Leased Property, in
excess of the rent reasonably allocable to such portion),
shall be the property of Lessor and such amounts shall be
payable directly to Lessor by the assignee or sublessee, At
Lessor's request, a written agreement shall be entered into
between Lessee, Lessor and the proposed assignee or
sublessee confirming the requirements of this Paragraph
17(e).
f. Certain Transfers. If Lessee hereunder is a
corporation, an unincorporated association, or a
partnership, the transfer, assignment or hypothecation of
any stock or interest in such corporation, association or
partnership in the aggregate in excess of twenty-five
percent (25%) shall be deemed an assignment within the
meaning and provisions of this Paragraph 17.
Notwithstanding the provisions of this Paragraph 17,
Lessor's consent shall not be required for the transfer or
assignment of any interest in Lessee to any lineal
descendant(s) of Anne L. Evans, and/or such issue of
descendant(s), and/or any business entity created for her
and/or their exclusive benefit. If such transfer or
assignment is proposed, Lessee shall notify Lessor and
provide Lessor all documents relating thereto, including
consideration, prior to such transfer or assignment.
g. Lessor's Fee and Expenses. If Lessee requests Lessor's
consent to an assignment or subletting by Lessee of all or a
portion of Lessee's interest under this Ground Lease, Lessee
shall pay, or cause to be paid, a fee of $250.00 and all; of
Lessor's out-of-pocket expenses, including, but not limited
to, actual attorneys' fees reasonably incurred related to
such assignment or subletting by Lessee, whether or not the
assignment or subletting is approved.
h. Transfer of the Leased Property by Lessor. Upon any
conveyance of the Leased Property and assignment by Lessor
of this Ground Lease, Lessor shall be and is hereby entirely
released from all liability under any and all of its
covenants and obligations contained in or derived from this
Ground Lease occurring after the date of such conveyance and
assignment, and Lessee agrees to attorn to any entity
purchasing or otherwise acquiring the Leased Property.
i. Negotiated Agreement. By initialing below, Lessor and
Lessee acknowledge that the provisions of this Paragraph 17
reflect the negotiated agreement of Lessor and Lessee:
01-12-89 12649-00022
F:\DOC\160\89010006.AGR 8
LESSOR'S INITIALS
LESSEE'S INITIALS
7. The following paragraphs 25.1 and 25.2 are hereby added to
and made a part of the Ground Lease:
25.1. Compliance With Applicable Laws. Lessee, at
Lessee's sole cost and expense, shall comply with, and
Lessee shall not use the Leased Property or suffer or permit
anything to be done in or about the Leased Property which
will in any way conflict with, (i) any and all present and
future laws, statutes, zoning restrictions, ordinances,
orders, regulations, directions, rules and requirements of
all governmental or private authorities having jurisdiction
over all or any part of the Leased Property (including,
without limitation, state, municipal, county and federal
governments and their departments, bureaus, boards and
officials) pertaining to the use or occupancy of, or
applicable to, the Leased Property or privileges appurtenant
to or in connection with the enjoyment of the Leased
Property, (ii) any and all applicable federal, state and
local laws, regulations or ordinances pertaining to air and
water quality, Hazardous Materials (as defined in
Section 25.2(a)), waste disposal, air emissions and other
environmental matters, all zoning and other land use matters
and utility availability, which impose any duty upon Lessor
or Lessee with respect to the use or occupation of the
Leased Property, and (iii) the requirements of the Board of
Fire Underwriters or other similar body now or hereafter
constituted relating to or affecting the condition, use or
occupancy of the Leased Property and any covenants,
conditions, easements or restrictions now or hereafter
affecting or encumbering the Leased Property, regardless of
when they become effective (collectively, (i) through (iii)
above are hereinafter referred to as "Applicable Laws")_
Lessee shall not place or permit to be placed any harmful
liquids in the drainage systems and Lessee shall not dump or
store, or permit to be dumped or stored, waste materials,
refuse or other materials or allow any such materials to
remain on the Leased Property.
25.2. Hazardous Materials.
a. Definition of Hazardous Materials. For purposes of
this Ground Lease, the term !'Hazardous Materials,, means
any hazardous or toxic substance, material or wastet
which is or becomes regulated by any local governm2_ntal
authority, the State of California or the United States
Government. Without limiting the foregoing, as of the
date hereof, the term "Hazardous Materials" includes,
without limitation, any substance, material or waste
01-12-89 12649-00022
F-\DOC\160\89010006.AGR 9
which is (i) defined as "extremely hazardous waste",
"hazardous waste", or "restricted hazardous waste"
under Section 25115, 25117 or 25122.7, or listed
pursuant to Section 25140 of the California Health and
Safety Code, Division 20, Chapter 6.5 (Hazardous Waste -
Control Law), (ii) defined as a "hazardous substance'
under Section 25316 of the California Health and
Safety Code, Division 20, Chapter 6.8 (Carpenter.-
Presley -Tanner Hazardous Substance Account Act),
(iii) defined as a "hazardous material", "hazardous
substance", or "hazardous waste" under Section 25501 of
the California Health and Safety Code, Division 2.0,
Chapter 6.95 (Hazardous Materials Release Response
Plans and Inventory Law), (iv) defined as a "hazardous
substance" under Section 25281 of the California
Health and Safety Code, Division 20, Chapter 6.7
(Underground Storage.of Hazardous Substance Law), (v)
petroleum, (vi) asbestos, (vii) listed in Article 9 of
Title 22 of the California Code of Regulations,
Division 4, Chapter 30, or defined as hazardous or
extremely hazardous pursuant to Article 11 of Titl e 22
of the California Code of Regulations, Division 4,
Chapter 30, (viii) designated as a "hazardous
substance" pursuant to Section 311 of the Federal
Water Pollution Control.Act (33 U.S.C. § 1321),
(ix) defined as a "hazardous waste" pursuant to
Section 1004 of the Resource Conservation and Recovery
Act of 1976, 42 U.S.C. § 6901 et seg. (42 U.S.C.
§ 6903), (x) defined as a "hazardous substance"
pursuant to Section 101 of the Comprehensive
Environmental Response, Compensation, and Liability Act
Of 1980, 42 U.S.C. § 9601 et seq. (42 U.S.C. § 9601),
(xi) listed in the United States Department of
Transportation Hazardous Materials Table (49 C.F.R.
§ 172.101), or (xii) listed by the Environmental
Protection Agency as a hazardous substance (40 C.F.R.
§ 302.4).
b. Hazardous Materials Not Permitted. Lessee shall .
not cause or permit any Hazardous Materials to be
brought upon, stored, used, generated, released into
the environment or disposed of on, under or about the
Leased Property (which for purposes of this Paragraph
25.2 shall include, but is not limited to, subsurf ace
soil and ground water) by Lessee, its agents,
employees, contractors or invitees, without the prior
written consent of Lessor. Lessee shall pay the cost
of any clean-up work performed on or about the Leased
Property as required by any Applicable Laws necessary
to remove, dispose of, neutralize or otherwise treat
any Hazardous Materials. Lessee shall, at Lessor's
request, complete and execute in favor of Lessor an
01-12-89 12649-00022
F:\D0C\160\89010006.AGR 10
Environmental Questionnaire and Disclosure Statement
(the "Questionnaire") supplied to Lessee by Lessor, and
Lessee shall certify to Lessor all information
contained in the Questionnaire as true and correct to
the best of Lessee's knowledge and belief. The
completed Questionnaire shall be deemed incorporated'"
into this Ground Lease for all purposes, and Lessor
shall be entitled to rely fully on the information
contained therein.
C. Notice to Lessor. Lessee shall promptly notify
Lessor of, and shall provide Lessor with true, correct,
complete and legible copies of, any of the following
environmental entitlements or inquiries relating to the
Leased Property which may be filed by or served upon
Lessee: notices of violation, notices to comply,
citations, inquiries, reports filed pursuant to self -
reporting requirements, reports filed pursuant to any
Environmental Law, permit applications, permits and
other reports or documents specifically including those
which may be characterized as confidential. In the
event of a release of any Hazardous Materials to the
environment, Lessee shall promptly provide Lessor with
copies of all reports and/or correspondence with or
from any governmental agencies relating to such
release. Lessor may require Lessee, at Lessee's sole
cost and expense, to conduct monitoring activities on
or about the Leased Property satisfactory to Lessor, in
its sole and absolute judgment, concerning the release
or potential release of Hazardous Materials on, ander
or about the Leased Property.
d. Disclosure. Lessor may from time to time require
Lessee to update the Questionnaire or to otherwise
disclose to Lessor in writing the names and amounts of
all Hazardous Materials, or any combination thereof.,
which were stored, generated, used or disposed of o n,
under or about the Leased Property for the year prior
to and after each Disclosure Date, or which Lessee
intends to store, generate, use or dispose of on,, under
or about the Leased Property.
e. Inspection. Lessor and Lessor's agents shall have
the right, but not the obligation, to inspect and/(Dr
monitor the Leased Property at any time to determine
whether Lessee is complying with the terms of this
Ground Lease. If Lessee is not in compliance with this
Ground Lease, Lessor and Lessor's agents shall have the
right to immediately enter upon the Leased Property to
remedy any contamination caused by Lessee's failure to
comply with the terms of this Ground Lease
notwithstanding any other provision of: this Ground
01-12-89 12649-00022
F:\DOC\160\89010006.AGR 1 1
Lease. Lessor and Lessor's agents shall use their best
efforts to minimize interference with Lessee's use of
the Leased Property but shall not be liable for any
such interference.
f. Legal Actions. Lessor, at Lessee's sole cost and
expense, shall have the right, but not the obligation,
to join and participate in any legal proceedings or
actions initiated in connection with any claims or
causes of action arising out of the storage,
generation, use or disposal by Lessee, its agents,
employees, contractors or invitees, of Hazardous
Materials on, under or about the Leased Property.: If
the presence of any Hazardous Materials on, under or
about the Leased Property caused or permitted by
Lessee, its agents, employees, contractors or
invitees, results in any contamination of the Leased
Property, Lessee, at its sole cost and expense, shall
promptly take,all actions necessary to return the
Leased Property to the condition existing prior to the
introduction of such Hazardous Materials to the Leased
Property. Notwithstanding the foregoing, Lessee shall
not, without Lessor's prior written consent, take any
remedial action in response to the presence of any
Hazardous Materials on, under or about the Leased
Property, nor enter into any settlement agreement,
consent decree or other compromise with any
governmental agency with respect to any Hazardous
Material's claims; provided, however, Lessor's prior
written consent shall not be necessary in the event
that the presence of Hazardous Materials on, under or
about the Leased Property (i) poses an immediate -threat
to the health, safety or welfare of any individual or
(ii) is of such a nature that an immediate remedial
response is necessary and it is not possible to obtain
Lessor's consent before taking such action. In the
event Lessee fails to comply with any of the provisions
of this Paragraph 25.2(f), Lessor and Lessor's agents
shall have the right, but not the obligation, without
limitation upon any of Lessor's other rights or
remedies under this Ground Lease, to immediately enter
upon the Leased Property and to discharge Lessee's
obligations hereunder at Lessee's sole cost and
expense.
g. Indemnification. To the fullest extent permit ted
by law, Lessee hereby agrees to indemnify, hold
harmless, protect and defend Lessor and Lessor's
agents, and any successors to all or any portion of
Lessor's interest in the Leased Property and their
directors, officers, partners, employees, authorized
agents, representatives, affiliates and mortgagees,
01-12-89 12649-00022
F:\DOC\160\89010006.AGR 12
from and against any and all liabilities, losses,
damages, diminution in the value of the Leased
Property, judgments, fines, demands, claims,
recoveries, deficiencies, costs and expenses
(including, without limitation, reasonable attorneys'
fees and disbursements and court costs), whether
foreseeable or unforeseeable, arising directly or
indirectly out of the presence, use, generation,
storage, treatment, disposal or transportation of
Hazardous Materials on, into, from, under or about the '
Leased Property by Lessee, its agents, employees,
contractors or invitees, and specifically including the
cost of any required or necessary repair, restoration,
clean-up (including, but not limited to, the costs of
investigation and removal of Hazardous Materials) or
detoxification of the Leased Property and the
preparation of any closure or other required plans,
whether such action is required or necessary during the
term or after the expiration of this Ground Lease.
8. Except as herein and heretofore amended, the Ground Lease
dated June 1, 1962, shall remain unchanged and shall continue in
full force and effect.
9. Counterparts This Amendment No. 4 to Ground Lease may be
executed by the parties in counterparts, which counterparts shall
be construed together and have the same effect as if all of the
parties had executed the same instrument.
10. Effective Date of this Amendment No.4 to Ground Lease. This
Amendment No.4 to Ground Lease shall not be effective until the
date of execution of this Amendment No. 4 to Ground Lease and of
all of the County Agreements, it being the intent of the parties
hereto to have all terms, conditions, provisions, covenants and
obligations under this Amendment No.4 to Ground Lease contingent
upon the execution of all of the County Agreements.
01-12-89 12649-00022
F.\DOC\160\89010006.AGR 13
IN WITNESS WHEREOF, the parties hereto have executed this
AMENDMENT NO. 4 TO GROUND LEASE as of the day and year first
above written.
"LESSOR"
THE IRVINE COMPANY,
a Mi•c�hi,qT.n�orp
atio
�y: si
N,am CHAR
TeV'ce Pre;iunm
_
7
By.
Name: DONALD MC NUTT
Title: Assistant Secretary
01-12-89 12649-00022
F:\D0C\160\89010006.AGR 14
"LESSEE"'
NEWPORT DUNES PARTNERSHIP;
a California general
part ship
By:
Name: Anne L. Evans
Title: Trustee of the
William D. Evans .
and Anne Ledford.
Evans Trust C, dated
July 27, 1983,
a General Partner
By:
Nate: Anne L. Evans
Title: An Individual General
Partner
THAT PORTION OF BLOCKS 55 AND 94 OF IRVINE'S SUBDIVISION IN THE CITY
OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, PER MAP
RECORDED IN BOOK 1, PAGE 88 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS:
COMMENCING AT THE INTERSECTION OF THE CENTERLINE OF JAMBOREE ROAD,
100.00 FEET WIDE, AS DESCRIBED IN A DEED TO THE COUNTY OF ORANGE,
RECORDED IN BOOK 4110, PAGE 10 OF OFFICIAL RECORDS WITH THE CENTERLINE
OF BACK BAY DRIVE, 80.00 FEET WIDE, AS DESCRIBED IN A DEED TO THE
COUNTY OF ORANGE, RECORDED IN BOOK 4228, PAGE 216 OF OFFICIAL RECORDS;
THENCE NORTH 55° 17' 48" WEST 434.75 FEET ALONG THE CENTERLINE OF BACK
BAY DRIVE TO THE BEGINNING OF A CURVE CONCAVE EASTERLY AND HAVING A
RADIUS OF 450.00 FEET; THENCE LEAVING SAID CENTERLINE SOUTH 34',42'
12" WEST 40.00 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY LINE OF
SAID BACK BAY DRIVE, SAID POINT BEING THE BEGINNING OF A CURVE
CONCENTRIC TO .ABOVE 450.00 FEET RADIUS CURVE, AND HAVING A RADIUS OF
490.00 FEET; THENCE NORTHWESTERLY 39.05 FEET ALONG SAID CURVE THROUGH
A CENTRAL ANGLE OF 04° 33' 59" TO THE TRUE POINT OF BEGINNING, A
RADIAL LINE OF SAID CURVE THROUGH SAID POINT BEARS SOUTH 39" 16' 11"
WEST; THENCE LEAVING SAID CURVE SOUTH 59' 45' 30" WEST 169.10 FEET;
THENCE SOUTH 33` 37' 44" WEST 75.75 FEET; THENCE SOUTH 07' 29' S8
WEST 146.85 FEET; THENCE SOUTH 52' 26' 07" WEST 520.90 FEET; THENCE
SOUTH 72° 13' 41" WEST 425.77 FEET; THENCE NORTH 80'" 38' 33" WEST'
315.75 FEET; THENCE SOUTH 79' 00' 00' WEST 88.33 FEET; THENCE NORTH
61° 33' 44" WEST 94.00 FEET TO A POINT ON THE ADJUDICATED LINE OF THE
ORDINARY HIGH TIDE LINE ESTABLISHED IN 1926 BY COURT DECREE NUMBER
20436 OF THE SUPERIOR COURT OF SAID ORANGE COUNTY, SAID POINT SHOWN ON
A MAP FILED IN BOOK 95, PAGES 39-43 OF RECORDS OF CURVE AS ADJ. 18;
THENCE SOUTH 85` 30' 33" EAST 528.58 FEET ALONG SAID ADJUSTED LINE TO
A POINT SHOWN AS ADJ. 19 ON SAID RECORD OF SURVEYS; THENCE NORTH 72'
13' 41" EAST 357.73 FEET ALONG SAID ADJUDICATED LINE TO A POINT SHOWN
AS ADJ. 20 ON SAID RECORD OF SURVEYS; THENCE NORTH 50' 17' 46" EAST
535.40 FEET ALONG SAID ADJUDICATED LINE TO A POINT SHOWN AS ADJ. 21 ON
SAID RECORD OF SURVEYS;. THENCE NORTH 071 29' 58" EAST 502.37 TO A
POINT ON THE SOUTHERLY RIGHT OF WAY LINE OF BACK BAY DRIVE; SAID POINT
ALSO BEING ON SAID CURVE HAVING A RADIUS OF 490.00 FEET; A RADIAL LINE
OF SAID CURVE THROUGH SAID POINT BEARS SOUTH 74' 11' 17" WEST; THENCE
SOUTHERLY 298.63 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 34-
55' 06" TO THE TRUE POINT OF BEGINNING.
EXHIBIT C-1
ADJ. 18
-'7 8OOE
88.33.33',
N81 -33-44W 04.00'
EXHIBIT D-1
N33 -37-44E 73.73'
9
F
vwv yam
R
L
27.03'
*NSO-46-30E
00.00'
208.63'00.00'
30.06'138.48'
NN60-45-30E
30.64'
0
N60 -46-30E
-180.10
OQ
N07 -20-66E
71.71'
HQ
N07 -20-68E
218.68'
Q
877-31-37W
37.74'
QK
N77 -31-37W
137.T6'
ADJ. 18
-'7 8OOE
88.33.33',
N81 -33-44W 04.00'
EXHIBIT D-1
N33 -37-44E 73.73'
9
F
vwv yam
. AMENDMENT NO. 3 TO GROUND LEASE
T S AMEN KENT NO. 3 ^10 GROUND LEASE is made as of this day of
µ1�IL,� 1984, by and between THE IRVINE COMPANY, a Michigan
Cdrporation— , mein referred to as "Lessor," and NEWPORT DUNES, INC.,
a California corporation, herein referred to as "Lessee."
RECITALS
The parties hereto are Lessor and Lessee respectively under that cer-
tain Ground Lease dated June 1, 1962, a Memorandum of which is re-
corded in Hook 6233, Page 853 of Official Records of Orange County.
Said Ground Lease has been amended by Amendment No. 1 to Ground Lease,
dated April '1, 1966, and Amendment No. 2 to Ground Lease, dated
December 1, 1970.
It is the mutual desire of the parties hereto to further amend said
Ground Lease asherein provided. -
W I T N E S S E T H
1. Property Leased. Paragraph 2 of said Ground Lease, entitled
"Property Leased," is hereby amended to add to the description of the
property leased that certain real property situated in the County of
Orange, State of California, as described in Exhibit "C-1" attached
hereto, and by reference incorporated herein, and for convenience
delineated on the plat that is attached hereto as Exhibit "D-1" also
by reference incorporated herein (such additional property is herein
referred to as the "Additional Land").
2. Use. Paragraph 6 of said Ground Lease, entitled "Use," is hereby
amended to. add the following language to the end of the existing
Paragraph:
"Lessee shall not use or permit any other person to use the
Additional Land, or any part thereof, for any purpose other than
to accommodate pedestrian and vehicular traffic. No buildings or
structures shall be constructed or placed therein or on or about
the Additional Land without the prior written consent of Lessor.
Failure to comply with the terms of this provision will constitute
a breach of this Ground Lease.'
3. Repair and Upkee �. -Paragraph 12 of said Ground Lease,_ entitled
'Repair and Upkeep, is hereby deleted in its entirety and the follow-
ing added in its place;
"Lessor shall not be required or obligated to make any changes,
.alterations, additionsy improvements or repairs in, on or about
the leased land and/or the Additional Land, or any part thereof
during the term of this Ground Lease. At all times during said
term Lessee shall, at its sole cost and expense, keep and maintain
said property and all improvements thereon and all -facilities
appurtenant thereto in good order and repair and safe condition,
whether or not the deterioration to the leased land, the
Additional Land or the improvements or facilities thereon is
natural or man-made, and whether or not the cause of the injury
originated on the;3eased land, the Additional Land'or on Lessor's
land adjacent thereto; and Lessee shall keep the whole of said
property and improvements thereto and landscaping thereon in a
clean, sanitary, orderly and attractive condition; and Lessee
shall make any and all additions to or alterations or repairs in
and about said property and the improvements thereon which may be
required by and shall otherwise observe and comply with all public
- laws, ordinances and regulations from time to time applicable to
said property; and Lessee shall indemnify and save harmless Lessor
against all actions, claims and damage by reason of Lessee's
failure to comply with and perform the provisions of the foregoing
paragraph."
LAD132-1
4. Insurance. Paragraph 14 of said Ground Lease, entitled "Insur-
ance, is—hereby deleted in its entirety and the following added in
its place-.
"14. Insurance.
a. Policy Form and Evidence of Coverage. All policies of insur-
ance .prove eTd o erein shall e written as primary policies
(without 'contribution' or 'solely in excess of coverage carried
by Lessor' provisions) with responsible and .solvent insurance
companies authorized to do business in California with a policy-
holder's rating of 'A' (Excellent) or better and a financial rat-
ing of 'X' or better in Bests' Insurance Reports - Fire and Casu-
alty. At all times during the term of the Lease, Lessee shall
keep on file with Lessor a true and correct copy of all such poli-
cies or a certificate of insurance accurately reflecting the
coverage required hereby, together with satisfactory evidence
showing that all premiums thereon have been. paid, and thereafter,
as additional premiums become due, Lessee shall supply Lessor with
satisfactory evidence that said premiums have been paid. Notwith-
standing anything to the contrary contained within this provision,
Lessee's obligations to carry insurance as provided herein may. be
brought within the coverage of a so-called -"blanket" policy or
policies segregating the amounts of coverage applicable to the
-leased premises. In the event that Lessee fails to procure,
maintain and/or pay for at the times and for the durations
specified in this Lease any insurance required by this Lease, or
fails to carry insurance required by law or governmental regula-
tions, Lessor may (but without obligation to do so) at any time or
from time to time without notice, procure such insurance and pay
the premiums therefor, in which event Lessee shall repay Lessor
all sums so paid by Lessor, together with interest thereon at the
highest rate then allowed by law, and any cost's or expenses in-
curred by Lessor in connection therewith, within ten (10) days
following Lessor's written demand to Lessee for such payment.
b. Types and Limits of Coverage. Lessee, at its solecost and
expense, shall 'during the entire term hereof, procure, pay for and
keep in full force and effect comprehensive property damage and
personal liability insurance by the terms of which Lessor and
Lessee shall be indemnified against liability for damage or injury
to the property or person of .any licensee or invitee of Lessee or
any other person entering upon or using the leased premises, or
any part thereof, and arising from such use and occupancy thereof,
including but not limited to owned and non -owned automobile (vehi-
cle) liability, XCU, 'blanket contractual, owner's protective,
broad -form property damage and product/completed operations lia-
bility coverage (including, without limitation, liquor liability
coverage and coverage for liability arising out of consumption of
food and/or alcoholic beverages on or obtained at the leased prem-
ises to the extent obtainable), for not less than Five Million
Dollars ($5,000,000.00) combined limit per occurrence for bodily
injury, death,and property damage liability.
c' Specific Provisions. Each policy evidencing' insurance re-
quire td- o Si carried—by Lessee pursuant to this Article shall
contain the following provisions and/or clauses: (i) a cross -
liability clause; (ii) a provision that such policy and the cover-
age evidenced thereby shall be primary and that any coverage
carried by Lessor shall be excess insurance and noncontributing
with respect to any policies carried by Lessee; (iii) a provision
including Lessor and any other parties in interest designated by
Lessor as an additional insured; (iv) a waiver by the insurer of
--- any right to subrogation against Lessor, its agents, employers and
representatives which arises or might arise by reason of any pay-
ment under such policy or by reason of any act or omission of
Lessor, its agents, employees or representatives, (v) a severabil-
ity clause; (vi) a provision that the insurer will not cancel or
change the coverage provided by such policy without first giving
Lessor thirty (30) days' prior written notice.'
5. The following Paragraphs 24 through 26 are hereby added to and
made a part of the Ground Lease:
"24. Transfers and Financing by Lessor.
a. Transfers. The term 'Lessor" as used in this Lease, so far as
covenants or obligations on the part of Lessor are concerned,
shall mean and include only the fee owner or owners of the leased
premises at the time in question, and in the event of any transfer
or transfers of the title to said land, Lessor (and in the case of
subsequent transfers or conveyances, the then grantor), except as
herein provided, shall be automatically. freed and relieved, from
and after the date of such transfer and conveyance, of all cove-
nants or obligations on the part of the Lessor contained in the
Lease thereafter to be performed; provided, however; that any
funds in which- Lessee has an interest which are in the hands of
such Lessor or the then grantor at the time of such transfer shall
be turned over to the grantee, and any amount then due and payable
to Lessee by Lessor or the then grantor under any provision'of
this Lease shall be paid to Lessee. The covenants and obligations
contained in this Lease on the part of Lessor shall, subject to
the foregoing, be binding on Lessor, its successors and assigns,
only during and in respect to their respective successive periods
of ownership.. No holder of a mortgage and/or deed of trust to
which this Lease is or may be subordinate, and no Lessor under a
so-called sale-leaseback, shall be responsible in connection with
any security deposited hereunder, unless such mortgagee or holder
of such deed of trust or Lessor,shall have actually received the
security deposited hereunder.
b. Attornment. In the event any proceedings are brought for the
forec os -7. u -re of", or in the event of the conveyance by deed in lieu
of foreclosure of, or in the event of exercise of the power of
sale under, any mortgage and/or deed of trust made by Lessor
covering the leased premises, or in the event Lessor sells, con-
veys or otherwise transfers its interest in the leased premises,
Lessee hereby attorns-to, and covenants and agrees to execute an
instrument in writing reasonably satisfactory to the new owner
whereby Lessee attorns to such successor -.in interest and recog-
nizes such successor as the Lessor under this Lease.
C. Subordination. Lessee agrees that this Lease shall, at the
request o t e Lessor, be subordinate to any mortgages or deeds of
trust that may hereafter be placed by Lessor upon the leased prem-
ises and to any and all advances to be made thereunder, and to the
interest thereon, and all renewals, replacements and extensions
thereof, 'provided, that the mortgagees or beneficiaries named in
said mortgages of trust deeds shall agree in writing with Lessee
and any existing Lender of Lessee to recognize the interest of
Lessee and any applicable Lender under this Lease in the event of
foreclosure, acceptance of a deed in lieu of foreclosure or the
exercise of any other right or remedy contained in the fee mort-
gage.or trbst deed, if Lessee is not then in default. In addi-
tion, any such mortgagee or beneficiary shall agree in writing
with such Lessee and any Lender of Lessee (in the form reasonably
satisfactory to any such Lender) to recognize the rights of a
- Lender pursuant to Article XIV(d), notwithstanding a default by
Lessee. Lessee also agrees that any mortgagee or beneficiary may
elect to have this Lease constitute a prior lien 'to its mortgage
or deed of trust, and in the event of such election and upon noti-
fication by such mortgagee or beneficiary to Lessee to that
effect, this Lease shall be deemed prior in lien to such mortgage
or deed of trust, whether this Lease is dated priortoor subse-
quent to the .date of said mortgage or deed of trust. Lessee
agrees that upon' the request of Lessor, or any mortgagee or bene-
ficiary, Lessee shall execute whatever instruments may be required
to carry out the intent of this Section.
LAD132-3
s
25. Safety and Health.
Lessee shall comply with all laws and regulations promulgatedby
all relevant governmental authorities, including but not limited
to the requirements of the Occupational Safety and HealthActof
1970, 29 U.S.C. Section 661 et seq. and any analogous legislation
in California (collectively, OSHA") to the extent- that OSHA
applies to the leased premises and any activities thereon. with-
out limiting the generality of the foregoing, Lessee shall main-
tain all working areas, all machinery, structures, electrical
facilities and the' like upon the leased premises in a condition
that fully complies withthe requirements of OSHA, including- such
requirements as would be applicable with respect to agents, em-
ployees or contractors of Lessor who may from time to time be
present upon the leased premises. Lessee shall indemnify and hold
Lessor harmless from any liability, claims or damages arising as a
result of a breach of the covenants of this Article and from all
costs, expense and charges arising therefrom including, without
limitation, attorneys' fees and court costs incurred by Lessor in
connection therewith, which indemnity shall survive the expiration
or termination of this Lease.
26. Statement of -Lessee.
1. Contents and Effect. Either Lessee or Lessor shall, at any
time and from time to time, upon not less than ten (10) .days'
prior written notice by the other party, prepare a statement in
writing certifying that this Leake is unmodified and in full force
and effect (or, if there has been any modification thereof, that
the same is in full force and effect as modified and stating the
modification or modifications) and that the other party is not in
default, except asspecifiedin such statement, in regard to any
of its covenants or obligations under this Lease, and further
setting forth the dates to which all sums payable as rental here-
under have been paid in advance, if any, and such other statements
relating to delivery and acceptance of the leased premises as the
other party's lender, or lien, encumbrancer or purchaser may
require. Each party represents and warrants that any such state-
ment delivered pursuant to this. Article will be accurate and bind-
ing upon such party and may be relied upon by any such person or
entity. Each party shall be deemed to have waived any defaults by
the other party occurring before the date of such statement and
not set forth therein. -
2. Effect of. Lessee's Failure. Lessee's failure to execute and
deliver such statement wit in such time shall be conclusive evi-
dence (i) that this Lease is in full force and effect, without
modification except as may be represented by Lessor, '(ii) that
there are no uncured defaults in Lessor's performance, and (iii)
that not more than one installment of minimum rent has been paid
in advance; provided,however, that at Lessor's option, Lessee's
failure to execute end deliver any statements or instruments
necessary br desirable to effectuate the foregoing provisions of
this Article or Sections XXV (2) and (3) above, within ten (10)
days after written request to do so by Lessor, shall constitute a
breach of this Lease. In the event of such failure, Lessor, in
addition to any other rights or remedies it might have, shall have
the right by not -less than ten (10) days' notice to Lessee to
declare this Lease terminated' and the term ended, in which event
its lease shall cease and terminate on the date specified in such
notice; upon such termination Lessee shall vacate and surrender
the leased premises, but shall remain liable as provided in this
Lease by reason of said breach."
6. Except as herein and heretofore amended, said Ground Lease dated
June 1, 1962, shall remain unchanged and shall continue in full force
and effect.
LAD132-4
IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT
N0. 3 TO GROUND LEASE as of the day and year first above written.
"LESSOR "LESSEE"
THE IRVINE COMPANY NEWPORT,DUNES, INC.
By i
By
President
By
Secretary
$ iTE, OF CAL.IYURNLA )
,,,���jjj��'`'� ) a s .
AUNTY OF U ) _
On thla.�19�yday of in the ydef before 40 the unde�e1 na4 yea
Notary Public in andoror said pervypg l,lly aPPeared.o �d ✓ W i /b<•-
State;
personally known to ma (or proved to me'od the basis of�?}tisfactory evidence) to
be��jjhe perJ'/p ns who /�executed the within instrument as and
/'.LGd! respectively, an 'behalf of the corporation therein named
and acknowledged to me that the corporation executed it.
WITNESS my hand and official seal. --t " n'="---
I— O"'CIAt sM
R. M. SWEENEY
' •'",y, ,PXIatIPAI tiflC[ IR I`
oy
ORANGE COUNTY (`
ovary I b11c *in and ;for aofi State I MY COMMISSION [rPla[9 a... 22. 19tl�
,CA em. CSW"/;.y -
LAD132-5
That portion of Blocks 55 and 94 of Irvine's Subdivision in the
City of Newport Beach, County of Orange, State of California, as per
map recorded in Book 1, Page 88 of Miscellaneous Record Maps in the
office of the County Recorder of said County, described as follows;
Commencing at the intersection of the centerline of Jamboree
Road, 100.00 feet wide, as described in a deed to the County of
Orange,.recorded in Book 4110, Page 10 of Official Records with the
centerline of Back Bay Drive, 80.00 feet wide, as described in a
deed to the County of Orange, recorded in Book 4288, Page 216 of
official Records; thence North 55'-17'-48" West 434.77 feet along
said centerline of Back Bay Drive to the beginning of a curve
concave Eastward with a centerline radius of 450.00 feet; thence
leaving said centerline South 34'-421-12' West 40.00 feet to a point
on the Southerly right of way line of said Back Bay Drive, said
point being the most Easterly corner of that certain parcel of land
as shown on a map filed in Book 79, Page 24 of Records of Surveys,
said point being the True Point of Beginning; thence South
12'-28'-24" West 72.72 feet to a point, said point referred to
herein an Point "A"; thence South 12'-28'-24" West 5.00 feet; thence
North 77'-31'-37" West 174.99 feet; thence South 54'-59-11" West
27.03 feet; thence South 07"-29'-58" West 218.56 feet; thence South
52'-26'-07" West 520.91 feet; thence South 72'-13'-41" West 425.77
feet; thence North 80'-38'-33" West 487.40 feet to a point on the
Adjudicated Line of the Ordinary High Tide Line established in 1926
by Court Decree Number 24436 of the Superior Court of said Orange
County, said point shown on a map filed in Book 95, Pages 39-43, of
Record of Surveys as Adj 181 thence South 85'-30'-33" East 528.58
feet along said Adjudicated line to a point shown as Adj 19 on said
Record of Surveys; thence North 720-13'-41" East 357.73 feet along
said Adjudicated Line to a point shown as Adj 20 on said Record of
Surveys; thence North 50'-17-46 East 535.40 feet along said
Adjudicated Line to a point shown as Adj 21 on said Record of
Surveys; thence North 070-29'-58" East 207.15 feet along said
Adjudicated Line; thence leaving said Adjudicated Line South
77'-31'-37" East 220.52 feet to said Point "A".
EXHIBIT `0-1'
+1
L-403 0, 0 A
Y D g .DRIVE
OY.P.O.S. C
P 'k' PT.' A D
,LINE BEARING DISTANCE O
_ (DEO-MIN-BEC) (FEET) E
A N 66-17-46 W 434.77 F
0 8 34-42-12 W 40.00
C 8 12-28-24 W 72.72 N
D 8 12-28-24 W 6.00. 0
E N.77-31-37 W 174.09
F 8 64-60-11 W 27.03
O 8 07-29-68 W 218.66 ADJ 21
H 8 62-20-07W 620.91
1 8 72-18-41 W 426.77
J N 80-38-33 W 487.40 V
K 8 86+30-33 E 628.66 dJ
L N 72-18-41 E 367.73 c M
LA N 60-17-40 E 636.40
CD
H N 07-29-68 E 207.16 y
O 8 77-31-87 E 220.52 Q' H
P N 07-29-68 E 296.22 -
O &.397 29 06' 8.490.00 L.337.0E
NEWPORT DUNES BOUNDARY
D
(ADJUDICATED LINE OF
ORDINARY HIGH TIDE)
EXISTING PROPERTY .I
UNDER LEASE TO
NEWPORT DUNE3
LN
,o
PORTION OF BLOCKS 66 6 84
K IRVINE$ SUBDIVISION
M.R.M. 1-88.
EXHIBIT 'D•1'
a
AMENDMENT NO. 2 TO GROUND LEASE
. THIS AMENDMENT NO. 2 TO GROUND LEASE entered into as of
this 1st day of December 1970,.by and between THE IRVINE COMPANY,
a West Virginia corporation, herein referred 'to as "Lessor," and
NEWPORT DUNES, INC., a California corporation, herein referred .to
as Lessee,"
RECITALS
The parties hereto are Lessor and Lessee respectively
under that certain Ground Lease dated June 1, 1962, a Memorandum
of which is recorded in Boole 6233, page 853 of Official Records of
Orange County. The parties hereto wish to add to the property
leased thereunder 3.43 acres as hereinafter described, adjacent
to the property leased under that Ground Lease of June 1, 1962.
W I T N E S S E T H:
1. Property Leased: Paragraph 2 of said Ground Lease
of June 1, 1962, is hereby amended to add to the description of
the property leased that certain real property situated in the
County of Orange, State of California, as described in Exhibit
"C" attached hereto, and by this reference incorporated herein,
and for convenience delineated on the plat which is attached
hereto as Exhibit "D" and by reference incorporated herein.
2. Term: Paragraph 3 o said Ground Lease of June 1,
1962, is hereby amended to provide that the additional land
leased under this Amendment No. 2 to Ground Lease is leased for
a term commencing on December 1, 1970, and ending November 30,
1973; provided, however, that Lessor may terminate the Lease as
to the additional property leased by this Amendment No. 2 to
Ground Lease at any time by giving ninety (90) days notice in
writing to Lessee of Lesson's intent to so terminate. Said
notice shall be given in accordance with Paragraph 20 of the
Ground Lease of June 1, 1962.
3. Rental: Paragraph 5, of said Ground Lease of June 1,
1962, is hereby amended to provide that Lessee agrees to pay to
Lessor for the use and occupancy of the additional land leased
hereunder the sum of'ONE•THOUSAND EIGHT HUNDRED and no/100
($1,800) DOLLARS per year, payable in quarterly installments, the
first payment being payable on or before the commencement date of
the Lease as to the additional property leased hereunder.
4. .Use: Paragraph 6 of said Ground Lease of June 1,
1962, is hereby amended to provide that during the term hereof
Lessee shall use and occupy the additional land leased hereunder
as a parking area, including appropriate roads and streets, gates,
ticket and toll buildings and for no other use or purpose. In
the event Lessee shall attempt to use the leased land for any
.,c other use or purpose or shall discontinue the use' of said land
as a parking area for a period of six (6) months for any reason
whatsoever, this Lease will thereupon automatically terminate
and all rights of the Lessee hereunder will cease.
5. Landscaping: Paragraph 7 of said Ground Lease of
June 1, 1962, is hereby amended to provide that Lessee shall
enclose the additional land leased hereunder with fencing, except
for automobile and pedestrian exits and entrances. Said fence
shall be set back from Bayside Drive and Jamboree Road. sufficiently
to. permit a four (4) foot wide landscaped area between the fence
and said streets, said landscaping to be installed by Lessee.
Said fence and landscaping shall be installed in accordance with
the Provisions of Paragraph 8 of said Ground Lease of June l,'1962,
6. Except as herein specifically provided, all the
terms and conditions of said Ground Lease of June 1, 1962, shall
be in full force and effect, and all the terms thereof shall be
fully applicable to the additional land leased he during
the term of the Lease upon the additional land.
-2-
i
IN WITNESS WHEREOF, each of the parties hereto Has
i
caused this Amendment No. 2 to Ground Lease to be executed by
two of its officers thereunto duly authorized and its corporate
seal to be affixed, as of the day and year first ;above written.
• n ;
THE IRVINE COMPANY r!,
d\NE C04" By
le'. resident
a
2 SEA .L s sL taps Secretary
"LESSOR"
�tST Vik"
I
NEWPORT DUNES INCBy.
—z�
Vice Presi ent
�.n�,Secre t ary
i.ESSEE"
-3-
NEWPORT DUNES
That portion of 'Blocks 55 and 94 of Irvine's Subdivision in
the City of Newport Beach, Coun ty'of. Orange, State of California,
as per map recorded in Book 1, page 88 of Miscellaneous Record
Maps in the office of the County Recorder . of.said County, des-
cribed as follows; .
Commencing at. the intersection of the centerline of
Jamboree Road, 100.CO feet wide, as describedin a
deed to the County of Orange, recorded in Book 4110,
Page 10 of Official Records with the centerline of
Bayside Drive, now known as Back Bay Drive, 80.00
feet wide, as described in a deed to the County of
.Orange, recorded in Book 4288, Page 216 of Official
Records; thence North 55° 17' 42" West 434.75 feet
•� along said centerline of Back Bay Drive to the begin-
ning of acurve; thence leaving said centerline South
340 42' 18" West'40.00 feet to a point on the Southerly
right of way line of said Back Bay Drive, said point
being the most Easterly corner of that certain parcel
Of land as shown on a map filed in Book 79, page 24
of Record of Surveys, said point being the True Point
of Beginning; thence South72° 28' 30" West 72.72 feet
along .the most Easterly boundary of said 'parcel of
land; thence North 77° 31' 30" West 220.55 feet along
the most Southerly boundary of said parcel of land to
a point on the Adjudicated Line of the Ordinary High
Tide Line established in 1926 by Court Decree Number
20436 of the Superior Court of said Orange County;
thence South 7° 30' 18" West 207.15 feet along said
Adjudicated Line to Station 21 as shown or, a map
filed in Book 64, Page 14 of Record of Surveys; thence
continuing South 7° 30'-18" West 69.85 feet; thence
South 76° 24' 29" East 468.70 feet to a paint on the
•Westerly right of way line of said Jamboree Road said
point being distant South 34° 42' 18" West 210.00 feet
from the Southerly corner of that certain parcel of
land described in parcel 2 in said deed of Back Bay
Drive; thence North 34° 42' 18" East 210.00 feet
.along said right of way to said Southerly corner; thence
North 10° 17' 42" West 28.28 feet along tiLe right of '
way line of said Back Bay Drive; thence North 55° 17'
42" West 364.75 feet along the right of way line of
said Back Bay Drive to the True Point of Beginning..
Exhilit "C"
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AMENDMENT NO. 1 TO GROUND LEASE
THIS AMENDMENT NO. 1 TO GROUND LEASE entered into as of
this lst day of April, 1966, by and between THE IRVINE COMPANY, a
West Virginia corporation, herein referred to as "Lessor," and
NEWPORT DUNES, INC., -a California corporation, herein referred.to.
as "Lessee,"
RECITALS
The parties hereto are Lessor and Lessee respectively
under that certain Ground Lease dated June 1, 1962, a Memorandum
of which is recorded in Book 6233, page 853 of Official Records of
Orange County. The parties hereto wish to add to the property
leased thereunder 3.34 acres as hereinafter described, adjacent
to the property leased under that Ground Lease of June 1, 1962.
W I T N E S S E T H:
1. Property Leased: Paragraph 2 of said Ground Lease of
June 1, 1962, is hereby amended to add to the description of the
property leased that certain real property situated in the County
of Orange, State of California, as described in Exhibit "C" attached
hereto, and by this reference incorporated herein, and for convenience
delineated on the plat which is attached hereto as Exhibit "D" and
by reference incorporated herein.
2. Term: Paragraph 3 of said Ground Lease of June 1, 1.962,
is hereby amended to provide that the additional land leased under
this Amendment No. 1 to Ground Lease is leased for a term commencing
on April 1, 1966 and ending on November 30, 1970; provided, however,
that Lessor may terminate the Lease as to the additional property
leased by this Amendment No. 1 to Ground Lease at any time by giving
one (1) year's notice in writing to Lessee of Lessor's intent to so
terminate. Said notice shall be given in accordance with Paragraph
,20 of the Ground Lease of June 1, 1962.
3. Rental: Paragraph 5 of said Ground Lease of June 1,
1962, is hereby amended to provide that Lessee agrees to pay to
Lessor for the use and occupancy of the additional land leased here-
under the sum of ONE THOUSAND EIGHT HUNDRED AND NO/100 ($1,800.00)
.DOLLARS per year, payable in quarterly installments, the first
payment being payable on or before the commencement date of the Lease
as to the additional property leased hereunder.
4. Use: Paragraph 6 of said Ground Lease of June 1, 1962,
is hereby amended to provide that during the term hereof Lessee shall
use and occupy the additional land leased hereunder as a parking area,
including appropriate roads and streets, gates, ticket and toll buildings
and for no other use or purpose. In the event Lessee shall attempt to
use the leased land for any other use or purpose or shall discontinue
the use of said land as a parking area for a period of six (6) months
for any reason whatsoever, this Lease will thereupon automatically
terminate andall rights of the Lessee hereunder will cease.
5. Landscaping: Paragraph 7 of said Ground Lease of June
1, 1962, is hereby amended to provide that Lessee shall enclose the
additional land leased hereunder with fencing, except for automobile
and pedestrian exits and entrances. Said fence shall be set back
from Bayside Drive and Jamboree Road sufficiently to permit a four
(4) foot wide landscaped area between the fence and said streets,
said landscaping to be installed by Lessee. Said fence and landscaping
shall be installed in accordance with the provisions of Paragraph 8
of said Ground Lease of June 1, 1962.
6. Except as herein specifically provided, all the terms
i
9
and conditions of said Ground Lease of June 1, 1962 shall be in
full force and effect, and all the terms thereof shall be fully
applicable to the additional land leased hereunder during the term
of the Lease upon the additional land.
IN WITNESS WHEREOF, each of the parties hereto has
caused this Amendment No. -1 to Ground Lease to be executed by
two of its officers thereunto duly authorized and its corporate
seal to be affixed, as of the day and year first above written.
THE IRVINE COMPANY
By
V1gge Presi ent
By
Assistant Secretary
"Lessor"
NEWPOR DUNES, INC.
By
Vice PresiTe—nt
By a,(` (()>, - �� /-,
Secr ary
"Lessee"
Rev,
6-9-66
WB/mz
NEWPORT DUNES
That portion of Blocks 55 and 94 of Irvine's Subdivision in
the City of Newport Beach, County of Orange, State of California,
as per map recorded in Book 1, page 88 of Miscellaneous Record
Maps in the office of the County Recorder of said County, des-
cribed as follows;
Commencing at the intersection of the centerline of
Jamboree Road, 100.00 feet wide, as described in a
deed to the County of,Orange, recorded in Book 4110,
Page 10 of Official Records with the centerline of
Bayside Drive, now known as Back Bay Drive, 80.00
feet wide, as described in a deed to the County of
Orange, recorded in Book 4288, Page 216 of Official
Records; thence North 55° 17' 42" West 434.75 feet
along said centerline of Back Bay Drive to the begin-
ning of a curve; thence leaving said centerline South
34° 42' 18" West 40.00 feet to a point on the Southerly
right of way line of said Back Bay Drive, said point
being the most Easterly corner of that certain parcel
of land as shown on a map filed in Book 79, page 24
of Record of Surveys, said point being the True Point
of Beginning; thence South U' 28' 30" West 72.72 feet
along the most Easterly boundary of said.parcel of
land; thence North 77° 31' 30" West 220.55 feet along
the most Southerly boundary of said parcel of land to
a point on the. Adjudicated Line of the. Ordinary High
Tide Line established in 1926 by Court Decree Number
20436 of the Superior Court of said Orange County;
thence South 7° 30' 18" West 207.15 feet along said
Adjudicated Line to Station 21 as shown on a map
filed in Book 64, Page 14 of Record of Surveys; thence
continuing South 7° 30' 18" West 69,85 feet; thence
South 76° 24' 29" East 468,70 feet to a point on the
Westerly right of way line of said Jamboree Road said
point being distant South 34° 42' 18" West 210.00 feet
from the Southerly corner of that certain parcelof
land described in parcel 2 in said deed of Back Bay
Drive; thence North 34° 42' 18" East 210,00 feet
along said right of way to said Southerly corner; thence
North 10° 17' 42" West 28.28 feet along the right of
way line of said Back Bay Drive; thence North 55° 17'
42" West 364.75 feet along the right of way line of
said Back Bay Drive to the True Point of Beginning.
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THE IRVINE COh,ZPANX�11TLPROP05EO PGC?LLMG C,REA
IRVINE, CALIFORNIA 92664 PHONE 644.0120 MCWPOP.T DU,IJEG
GATE II OUA1'!N UT I CN-CKEO OT OWgLAY 7 AWIN NNO.
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GROUND LEASE
(Newport Dunes Entrance)
THIS .LEASE, made as of the first day of June, 1962, by and between
THE IRVINE COMPANY, a West Virginia corporation, herein referred to as "Lessor",
and NEWPORT DUNES, 'INC., a California Corporation, herein referred to as "Lessee",
W I T N E ^u S E T H:
1. Recitals:
a. The Lessee hereunder is the lessee under that certain lease
dated February 25, 1958, with the County of Orange, a Political -Subdivision of
the State of California, as Lessor, to that certain real property more particularly
described in the aforesaid lease and presently operated by the Lessee as a public
amusement and recreational area known as the "Newport Dunes" for a term ending
May 30, 2008.
b. Lessor is the owner of real property adjacent to the real property
belonging to the County of Orange and leased to the Lessee under the lease to the
"Newport Dunes" referred to above
c. It is the desire of the Lessee to create a new entrance to the
"Newport Dunes" for use by its patrons.
2. Property Leased: For and in consideration of the payment of rent,
taxes and other charges and of the performance of all of the covenants and conditions
of this lease by Lessee, Lessor hereby leases to Lessee that certain real property
situated in the County of Orange, State of California, described as follows:
That portion of Blocks 55 and 94 of Irvine's Subdivision
in the County of Orange, State of California, as said
subdivision is shown on a map recorded in Book 1, page 88
of Miscellaneous Record Maps in the office of the county
recorder of said county, described as follows:
Beginning at the intersection of the centerline of Jamboree
Road (100 feet in width) as described in a deed recorded
November 20, 1957 in Book 4110, page 10, of Official Records,
with the centerline of Bayside Drive (80 feet in width) as
described in a deed recorded May 16, 1958 in Book 4288,
page 216, of Official Records; thence North55° 12' 45" West
434.75 feet along the centerline of said Bayside Drive to
the beginning of a curve, concave northeasterly having a
radius of 450.00 feet; thence South 33o 47' 15" West 40.00 -
feet along the radial line of said curve to the southwesterly
right of way line of said Bayside Drive and the true point
of beginning; thence South 11° 33' 27" West 72.72 feet;
thence North 786 26' 33" West 182.73 feet to a point on the
easterly right of way line of Bayside Drive (80 feet in width)
as described in a deed recorded March 15, 1957 in Book 3839,
page 88 of official Records, said point being on a curve,
concave westerly having a radius of 640.00 feet, a radial
line to said curve bears North 78° 26' 33" West, from said
point, said point to be referred to herein as Point "A';
thence North 78' 26' 33" West 37.82 feet along said radial
line to a point in the ordinary high tide line between
Station No. 21 and Station No. 22, as established by Court
Decree No. 20436 of the Superior Court of Orange County
recorded May 6, 1926 in Book 651, page 72, of Deeds, said -
point being North 6° 35' 15" East, 207.13 feet, more or
less, from said Station No. 21, said point to be referred to
herein as Point "B"; thence North 6° 35' 15" East 295.25 feet
along said adjudicated line (North 6° 34'-00" East, per deed)
to a point in the southwesterly right of way line of Bayside
Drive as recorded in said Book 4288, page 216, said south-
westerly right of way line being on a curve' concave north-
easterly having a radius of 490.00 feet, a radial line to
said curve bears North 73° 16' 32" East, from said point,
said point to be referred to herein as Point "C"; thence
southeasterly 337-71 feet along said curve and said south-
westerly right
outh-
westerly-right of way line through an angle of 390 29' 17" to
the true point of beginning.
Subject to that certain right of way conveyed to the County
of Orange for public highway purposes as described in said
deed recorded in Book 3839, page 88 of Official Records over
that portion of the herein described land described as follows:
Beginning at Point "A", as described herein; thence North
78° 26' 33" West 37.82 feet to Point "B", as described herein;
thence North 6° 35' 15" East 295.25 feet to Point "C", as
described herein; thence southeasterly 89.00 feet along said
curve and said southwesterly right of way line of Bayside Drive
as recorded in said Book 4288, page 216, through an angle of -
10° 24'23" to a point of intersection with the easterly right
of way line of said Bayside Drive as recorded in said Book 3839,
page 88, a radial line from said point bears North 62' 52'09"
East; thence South 6° 33' 27" West, 168.32 feet along said -
easterly right of way line to the beginning of a tangent curve
concave westerly, having a radius of 640.00 feet; thence Southerly
55.85 feet along said curve and said easterly right of way line
through an angle of 5° 00' 00" to the point of beginning.
and for convenience delineated on the plat thereof attached hereto marked Exhibit "A"
(hereinafter referred to as the "leased land")..
3. Term: The. leased land is leased for a term commencing on the first
day of June, 1962, and ending on the 30th day of May, 2008, subject, however, to
earlier termination as hereinafter provided.
1E. county Lease: A default under the. lease between the Lessee hereunder
'1�'ebruary 25, 1958, shall be deemed a default under
and the County of Orange, dated
the terns and provisions of this, agreement and all rights of the Lessor in the event
of any such breach as herein provided shall apply
.Lessee covenants and agrees to send a copy of any
notice of default
or termination received by it under the aforesaid lease with the County of orange to.
Lessor hereunder immediately upon the receipt of any such notice; Lessee further
covenants and agrees to request of the County of Orange, in writing, that said. County
a copy of any notice of default or termination at the
give to the Lessor hereunder
same time any such notice is served upon the Lessee by reason of its default under_
said lease.
Rental: Lessee agrees to pay to Lessor for the use and occupancy of
the leased land under tnis lease the sum of Pour Hundred Sixty and no/lOoths Dollars,
(:460.00), payable upon the execution hereof.
6. Use: During the term hereof Lessee shall use and occupy the leased
land as an entrance to i'ts operations of the Newport Dunes public amusement and recrea-
tional area, including appropriate roads and streets, gates, ticket and toll buildings
and for no other use or purpose. In the event Lessee shall attempt to use the leased
land for any other use or purpose or shall discontinue the use of said land as an entrance-
way for a period of six (6) months for any reason whatsoever, this lease will thereupon
automatically terminate and all rights of the Lessee hereunder will cease.
to use said premises,
Lessee shall not use or permit any other person
or any part thereof, for any purposes tending to injure the reputation thereof or for
any improper or offensive use or to constitute a nuisance; and Lessee shall at all times
during said term conform to and cause all persons using or occupying any part of said
premises to comply with all public laws, ordinances and regulations from time to time
applicable thereto and to all operations thereon.7. -
Landscaping: As a material part of the consideration for this lease,
Lessee covenants and agrees to landscape the leased land and all slopes thereon and
to maintain the entire leased premises, landscaped and in a neat, clean and orderly
manner.
I
8. Improvements! Ido structure or other improvement, the plans, spccifi-
cations and proposed location of which have not firat received the writtm approval of
Lcssor, or which does not comply with such approved plans, specifications and
locations, shall be constructed or maintained on the leased land. No material
addition to or alteration of any building or structure erected on the leased land
shall be commenced unless and until plans and specifications covering the exterior
of the proposedaddition or alteration shall have been first submitted to and
approved by Lessor in the manner above provided. When the construction of any
building or other structure on the leased land, or any addition thereto or alter-
ation thereof, is commenced, the same shall be prosecuted with reasonable diligence
to completion, and shall comply with all public laws, ordinances and regulations
applicable theretoandshall be constructed and completed at the sole cost and
expense of Lessee and without any cost, expense or liability of Lessor whatsoever.
9. Ste: Lessee may, at its expense, erect on the leased land such signs
and provide such exterior lighting as shall be provided for in the plans and speci-
fications for the improvements mutually approved under Paragraph 8 above, but Lessee
shall not thereafter erect or maintain apy other or additional signs or any other
exterior lighting on said lend without the prior written approval and consent of
Lessor.
10, Underground Conditions: It is understood and agreed that Lessee has
made, or prior to the construction of any building or other improvement hereunder will
make, its own tests to ascertain the amount and extent of the present fill and/or any
subsurface or soil condition upon or in connection with the leased land and that this
lease is made subject to.and without liability because of or resulting from'any fill
or any subsurface or soil condition upon or in connection with the leased land .
11. Taxes: In addition to the rentals hereinabove provided, Lessee shall
pay and discharge all taxes, general and special assessments and other charges of
every description whichduring the term of this lease may beleviedupon or assessed
against the leased land and all interests therein and all improvements and other
property thereon, whether belonging to Lessor or Lessee, or to which either or them
may become liable in relation thereto, not later than thirty (30) days prior bo. the
delinquency date thereof. Lessee hereby agrees to protect and hold harmless Lessor
and the leased land and all improvements in, on or about the same from all liability
for any and all,such taxes, assessments and charges, together with any, interest,
penalties or other sums thereby imposed, and from any sale or other proceeding to
enforce payment thereof. During said term Lessee shall cause all taxes,, assessments
and other charges levied upon or imposed upon any personal property situated in, on
or about the leased land to be levied or assessed separately from the leased land and
not as a lien thereon.
The leased land is assessed for taxation purposes with other lands
of the Lessor; until the leased land is separately assessed, all real estate taxes
and assessments imposed upon the entire block in which the leased land is a part shall
be prorated and the Lessee shall pay that portion that the area of the leased.. land
hereunder bears to the total area of all land within the assessment block.
12. Repair and Upkeep: Lessor shall not be required or obligated to
make any changes, alterations, additions, improvements or repairs in, on or about the
leased land, or any part thereof, during the term of this lease.
At all times during said term Lessee shall, at its cost and -expense,
keep and maintain said land and all improvements thereon and Al facilities appurtenant
thereto in good order and repair and safe condition, and the whole of said land,
improvements thereto and landscaping thereon in a clean, sanitary, orderly and
attractive condition; and Lessee shall make any and all additions to or alterations
or repairs in and about said land and the improvements thereon which may be required
by and shall otherwise observe and comply with all public laws, -ordinances and
regulations from time to time applicable to said land; and Lessee shall indemnify
and save harmless Lessor against all actions, claims and damages by reason of Lessee's
failure to comply with and perform the provisions of the foregoing article.
13• Lessor's Non -Liability; Lessor shall not be liable for any loss,
damage or injury of any kind or character to any person or property arising from any
use of the leased land, or any part thereof, or caused by any defect in any building,
structure or other improvement thereon or in any equipment or other facility therein,
or caused by or arising from any act or omission of Lessee, or of any of its agents,
employees, licensees or invitees, or by or from any accident on said land or any
fire or other casualty thereon, or occasioned by the failure of Lessee to maintain
the premises in safe condition, or arising from any other cause whatsoever; and
Lessee, as a material part of the consideration of this lease, hereby waives on its. --
behalf all claims and demands against Lessor for any such loss, damage or injury of
Lessee, and hereby agrees to indemnify and hold Lessor entirely free and harmless
from all liability for any such loss, damage or injury of other persons, and from
all costs and expenses arising therefrom.
14. Insurance: Lessee shall, at its cost and expense, at all times
during the term of this lease, maintain in force for the joint benefit of Lessor
and Lessee, property damage and personal liability insurance under which Lessor and
Lessee shall be named as co-insured and under the terms of which each shall be indem-
nified against liability for damagetothe property or bodily injury to or death of any
licensee or invitee of Lessee or any other person entering upon or using the leased
land, or any structure thereon, or any part thereof, and arising from the use and
occupancy thereof. Such insurance policy or policies shall be maintained on the
minimum basis of $25,000.00 for damage to property and $100,000.00 for bodily injury
to or death of one person and $300,000.00 for bodily injury or death in any one
accident, -and Lessee shall deliver to Lessor the certificate of each insurance
carrier as to each such insurance policy.
15. Liens and Claims: Lessee shall not suffer or permit to be enforced
against the leased land, or any part thereof, any mechanics', materialmen-a,
contractors' or subcontractors' liens arising from or any.clai.m for damage growing
out of the work of any construction, repair, restoration, replacement or improvement,
or any other claim or demand howsoever the same may arise, but Lessee shall pay or
cause to be paid all of said liens, claims or demands before any action is brought
to enforce the same against said land; and Lessee agrees to indemnify and hold
Lessor and said land free and harmless from all liability for any and all such liens,
claims and demands, together with reasonable attorneys fees and all costs and expenses
in connection therewith. Notwithstanding anything to the contrary hereinabove
contained in this article, if Lessee shall in good faith contest the validity of any
such lien, claim or demand, then Lessee shall, at its expense, defend itself' and
Lessor against the same and shall pay and satisfy any adverse judgment that may be
rendered thereon before the enforcement thereof against Lessor or the leased land,
upon the condition that if Lessor chill require, Leccee shall £urnich to Lessor n.
surety bond satisfactory to Lesoor in an amount equal to such contested lien, claim
or demand indemnifying Lessor against liability for the same, and holding the leased
land free from the effect of such lien or claim or if Lessor shall request, Lessee
shall procure and record the bond provided for in Section 1193.2 of the California
Code of Civil Procedure, or any comparable statute hereafter enacted providing for a
bond 'freeing, the leased land from the effect of such lien or claim or action thereon.
Before the commencement of any work of construction of any building, .
structure or other improvement on the leased land, or of any substantial repairs,
alterations, additions, replacement or restoration in and about said premises as -
herein provided, Lessee shall give to Lessor written notice thereof, specifying the
nature and location of the intended work and the expected date of commencement thereof.
At the request of Lessor, Lessee shall, prior to the commencement of any such work,
deposit with Lessor a certificate or other evidence satisfactory to Lessor that Lessee
has furnished a bond or that Lessee's building contractor, if any, has furnished a
bond in favor of Lessor, with a surety approved by Lessor, guaranteeing the
completion of said work free and clear of all subcontractors', mechanics' and
materialmen's liens. Lessor reserves the right at any time and from time to time
to post and maintain on said land such notices as may be necessary to protect
Lessor against liability for all such liens and claims.
16. -Lessor Paying Claims; In the event Lessee shall fail to pay and
discharge or cause to be paid and discharged, when due and payable, any tax, assess-
ment or other charge upon or in connection with the leased land, or any lien or
claim for labor or material employed or used in.or any claim for damages arising
out of the contruction, repair, restoration, replacement, maintenance and use
of said land and the improvements thereon, or any judgment on any contested lien
or claim, or any insurance premium or expense in connection with said land and
improvements, or any other claim, charge or demand which Lessee has agreed to pay
or cause to be paid under the covenants and conditions of this lease, and if
Lessee, after thirty (30) days' written notice from Lessor so to do, shall fail to
pay and discharge the same, then Lessor may, at its option, pay any such tax,
assessment, insurance expense, lion, claim, charge or demand, or settle or discharge
any action therefor, or judpnent thereon, and all costs, expenses and other sums
incurred or paid by Lessor in connection with any of the foregoing shall be paid
by Lessee to Lessor upon demand, together with interest thereon at the rate of
seven per cent M) per annum from the date incurred or paid, and any default. in
such repayment shall constitute a breach of the covenants and conditions of this
lease.
17. Assignments and Subletting. Lessee shall not encumber, assign or
otherwise transfer this lease, or any right or interest hereunder, or in or to any
of the improvements that hereafter may be constructed or installed -on the leased
land, and Lessee shall not sublet said premises in whole or in part without the
prior written consent and approval of Lessor. No such encumbrance, assigrnsent or
other transfer, whether voluntary or involuntary, by operation of law, under legal
process, through receivership or bankruptcy, or otherwise, and no such subletting
shall be valid or effective without such prior written consent and approval. Snould
Lessee attempt to make or suffer to be made any such encumbrance, assignment,
transfer or subletting, except as aforesaid, or should any right or interest of
Lessee under this lease be attached, levied upon or seized under legal process
and the same shall not be released within ten (10) days therefrom, or should a
receiver be appointed to take possession of the leased land or the operations of
Lessee thereon, or should Lessee be adjudged bankrupt or insolvent and Lessee shall
not have been discharged therefrom within thirty (30) days, then any of the fore-
going events shall be. deemed a breach of the conditions and restriction of this
lease, and thereupon Lessor may, at its option, terminate this lease forthwith by
written notice, and upon such termination this lease shall cease and end and thence-
forth be of no further force or effect, except as hereinafter otherwise provided.
Should Lessor consent to any such encumbrance, assignment, transfer or subletting,
none of the restrictions of this paragraph shall be thereby waived, but the same
shall apply to each successive encumbrance, assignment, transfer or sub Letting
hereunder, if any, and shall be severally binding upon each and every encumbrancer,
assignee, transferee, subtenant and other successor in interest of Less ae.
18. Termination: Should Lessee (a) fail to pay or cause to be paid
any tae, assessment, insurance premiwn, lien, claim, charge or demand herein
provided to be paid or caused to be paid by Lessee at the times and in the manner
herein provided; or (b) should Lessee default in, the payment of any installment of
rent or any other sum when due. as herein provided; or (c) should Lessee fail to
commence or to complete the construction, repair, restoration or replacement of the
building and other improvements in and about the leased land within the times and:
in the manner herein provided; or (d) should Lessee fail to commence and thereafter
to continuously conduct its operations thereon within the times and in the manner
herein provided; or (e) should Lessee fail to use, maintain and operate the premises
as herein required; or (f) should Lessee default in the performance of or breach any
other covenant, condition or restriction of this .lease herein provided to be kept
or performed by Lessee; and if any such default or breach (other than any breach of
the restrictions of paragraph 17 hereof for which immediate notice of termination
may be given) shall continue uncured for a period of thirty (30) days from and
after service upon Lessee of written notice thereof by Lessor, then and in any
such event, Lessor may, at its option, terminate this lease by giving Lessee
written notice thereof and thereupon the rights of Lessee in and to the leased
land and all improvements thereon shall cease and end; and Lessor may, without
further notice or demand or legal process, re-enter and take possession of said
land and all ,improvements thereon and oust Lessee and all persons claimin8 under
Lessee therefrom, and Lessee and all such persons shall quit and surrender possession
of said land and all improvements thereon to Lessor.
19• Removal: Upon theexpiration of the term of this lease or any
earlier termination thereof, Lessee shall surrender to Lessor possession of the
leased land and all improvements constructed and installed thereon; provided that
if Lessee shall not then be in default under any of the covenants and conditions
hereof, Lessee may remove or cause to be removed all movable furniture, furnishings
and equipment installed in the buildings on, said land. Any of said personal
property that is not removed from said premises within thirty (30) days after the
n -
date of any termination of this lease thereafter shall belong to Lessor without
the payment of any consideration therefor.
Upon the, expiration of the term hereof, or any sooner termination
of this lease, Lessee agrees to execute, acknowledge anddcliver to Lessor a
proper instrument in writing, releasing and quitclaiming to Lessor all right, -
title and interest of Lessee in and to the leased land and all improvements
thereto.
20. Notices: Any notice to be given:by either of the parties hereto to
the other hereunder may be delivered in person to an officer of Lessor., or to Lessee,
or may be deposited in the United. States mail in the State of California, duly.
registered or certified, with postage prepaid, and addressed to the party for whom
intended as follows: To Lessor at its said business office, and to Lessee at the
leased land, or at such other address as either of the parties hereto may hereafter
-
designate in writing. Service of any such written notice shall be deemed complete
at the time of such personal delivery or within two (2)days after the mailing thereof
as hereinabove provided. If more than one Lessee is named under this lease, service
of any notice upon any one of said Lessees as herein provided shall be deemed as
service upon all of said Lessees.
21. Eminent Domain: If during the term hereof there shall be a taking
by a public authority under the power of eminent domain or a voluntary conveyance
by Lessor to a public utility agency or authority under threat of such a tatting,
the leasehold estate of the Lessee in and to the leased land shall cease and
terminate as of the date the actual physical possession thereof shall be so taken.
All compensation and damages awarded for the taking of the leased
land or any portion thereof shall, except as otherwise herein provided, belong to
and be the sole property of Lessor, and Lessee shall not have any claim or be
entitled to any award for diminution in value of its leasehold hereunder or for
the value of any unexpired term of this lease; provided, however, that Lessee shall
be entitled to any award that may be made for the taking of or injury to Lessee's
improvements, or on account of any cost or loss Lessee may sustain in the removal
of Lessee's fixtures, equipment and furnishings, or as a result of any alterations,
modifications or repairs which may be reasonably required by Lessee in order to
place the remaining portion of the leased land not so condemned in a suitable
condition for the continuance of Lenaec's tenancy. -
22. Remedies: Any termination of this lease as h -rein provided shall
not relieve Lessee from the payment of any sum or sums that shall then bedueand
payable to Lessor hereunder or any claim for damages then or theretofore accruing
against Lessee hereunder, and any such termination shall not prevent Lessor from
enforcing the payment of any such sum or sums or claim for damages by any remedy
provided for by law, or from recovering damages from Lessee for any default there-
under. All rights, options and remedies of Lessor contained in this lease shall be
construed and held to be cumulative, and no one of them shall be exclusive of the
other, and Lessor shall have the right to pursue any one or all of such remeclies
or any other remedy or relief which may be provided by law, whether or not stated
in this lease. No waiver by Lessor of a breach Of any of the covenants, conditions
or restrictions of this lease shall be construed or held to be a waiver of any
succeeding or preceding breach of the same oranyother covenant, condition or.
restriction herein contained.
In the event either Lessor.or Lessee shall bring any action or
proceeding for damages for an alleged breach of any provision of this lease, to
recover rents, or to enforce, protect or establish any right or remedy of either
party, the prevailing party shall be entitled to recover as a part of such action
or proceedings reasonable attorneys' fees and court costs.
23• Holding Over: This lease shall terminate and become null and void
without further notice upon the expiration of the term specified, and any holding
over by Lessee after the expiration of said term shall not constitute a renewal
hereof or .give Lessee any rights hereunder or inor to the leased land, except
as otherwise herein provided, it being understood and agreed that this lease cannot
be renewed, extended or in any manner modified except in writing signed by both
parties hereto.
IN WITNESS WMaEOP, each of the parties hereto has caused this lease
to be executed by its officers thereunto duly authorized, and its corporate seal
affixed, as of the day and year first above emitten.
THE IRVINE COMPANY
By
/ Vice President
Dy
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Assistant Secretary
LESSOR
I E-11PORT. DUNES, INC.
LESSEE
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