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HomeMy WebLinkAboutC-910 - West Coast Highway, 3333 - Lease City-County Dock Property "Newport Arches Marina" (See also C-533)You have asked that KMA review the letter from Orange County soliciting the City's interest in purchasing the County's interest in the subject property. We have reviewed the County's letter of August 4, 1995 and the amended leases between the County and the City and the Lease between the County and Haseko - LSW - Orifa Associates, the current leaseholder. By way of background, we understand the City and the County entered into an agreement in 1958 for the joint lease of the subject property. The county owned the land parcel fronting on Pacific Coast Highway and the City controlled the tidelands water parcel. The City and County agreement now terminates in 2018 and provides that the City will receive 35% of the rental income from the property. The property was developed with a marina and office building. In 1993 a major lease amendment was negotiated with a recent assignee in which the minimum rent, percentage rent and definition of gross income were substantially changed. The lessee was granted an option to extend the lease for an additional 10 years (to 2018) provided the tenant had reconstructed the marina. We have been advised that the reconstruction has taken place and the tenant may exercise his option. Recently, the County has sought to sell its fee interest K E Y S E R M A R S T O N A S S O C I A T E S INC. ADVtsORs w. REAL ESTATE 500 SOUTH GRAND AVENUE, SUITE 1480 REDEVELOPMENT ECONOMIC DEVELOPMENT Los ANGELES, CALIFORNIA 90071 FMAL POLICY 213/622 -8095 FAx 213/622 -5204 Los ANGELES RICHARD L. Born CALVIN E. HoLus, II KATHLEEN H. HEAD SAN DIEGO GERALD M. TREBLE ROBERT J. WETMoRE MEMORANDUM SAN FRANCISCO A. JERRY KEYSER TIMOTHY C. KELLY KATE EARLE F K DENISE E. CONLEY TO: Mr. Kevin Murphy, City Manager City of Newport Beach FROM: Cal Hollis Keyser Marston Associates, Inc. SUBJECT: Harbor Towers and Marina County Offer to Sell DATE: September 6, 1995 You have asked that KMA review the letter from Orange County soliciting the City's interest in purchasing the County's interest in the subject property. We have reviewed the County's letter of August 4, 1995 and the amended leases between the County and the City and the Lease between the County and Haseko - LSW - Orifa Associates, the current leaseholder. By way of background, we understand the City and the County entered into an agreement in 1958 for the joint lease of the subject property. The county owned the land parcel fronting on Pacific Coast Highway and the City controlled the tidelands water parcel. The City and County agreement now terminates in 2018 and provides that the City will receive 35% of the rental income from the property. The property was developed with a marina and office building. In 1993 a major lease amendment was negotiated with a recent assignee in which the minimum rent, percentage rent and definition of gross income were substantially changed. The lessee was granted an option to extend the lease for an additional 10 years (to 2018) provided the tenant had reconstructed the marina. We have been advised that the reconstruction has taken place and the tenant may exercise his option. Recently, the County has sought to sell its fee interest Page 2 in the property and has received an offer of $1,750,000. The County has approached the City to see if the City was interested in purchasing the County's interest. Preliminary Analysis We have not received detailed financial reporting records for the property, have not reviewed the office leases, marina operations or conducted similar analyses. We are in receipt of a March 17, 1995 memorandum prepared by William E. Price of the County. The document reports that the total income generated by the property in 1992 -93 was $240,759 ($156,493 to the County) and $177,603 in 1993 -94 ($115,442 to the County). No explanation is given as to the 26% decline, presumably it was a result of the renegotiated percentages and gross revenue definitions. In the March 17 memo, Mr. Price uses varying techniques to estimate the value of the fee interest, which value ranges between $1.7 and $2.8 million. The principal differences in the valuation estimates concern appreciation assumptions and discount rates used. The County analysis does not differentiate as to the source of the rent capitalized (i.e. from marina operations vs. the office building). Without additional detail such as the monthly or annual gross income statements mandated under the lease we cannot verify the value range established by the County memo. It is possible, however, to examine the various issues associated with the purchase of the County interest, assuming for analysis purposes that the rent achievable over the near term will range between the minimum rent of $150,000 ($97,500 of which goes to the County) and $200,000 ($130,000 to the County) which represents the average of the last two years reported rents. Given these assumotion we offer the following: 1. At a purchase price of $1,750,000, the City's annual return would be between 5.6% and 7.4% without regard to the residual value of the property. When the residual value is deducted from the cost, the return is 7.5% to 10 %. 2. The current lease between the City and County does not provide any continuing rights to the City in the form of access easements or parking for the Marina upon termination of the lease. Sale of the subject property to a third party may make obtaining these rights extremely difficult and expensive. Condemnation may be necessary to obtain such rights to preserve the marina operation. 3. Conventional financing for the acquisition by the City may be possible at an interest cost of 8% to 8.5 %, based upon other transactions in which we are involved. At an annual debt service of +/- $175,000, the property would create a negative cash flow from the "County Share" of the rent of K EYS E R M A RS TO N ASSOCIATES I NC. Page 3 • $45,000 to $78,000, given the rental income range assumed above. The rent from the entire property appears to be sufficient to cover the debt service. 4. If the City is interested in pursuing the purchase of the property, it might consider offering the County the $1.75 million plus a small share of the total rent over an 8% return to the City. This would allow the County to be bought out but preserve a residual interest in the upside potential of the property over the remaining lease period. These thoughts are offered for discussion purposes. More rigorous analysis would require review of the operating statement for the property and a review of the office leases to determine if the current rents are at market. We would caution that if the office has a number of older leases, the leases may be above market which could result in a substantial reduction in gross income when these leases expire. Additionally, the new ground lease terms allows the lessee to deduct from gross receipts the amortization of new tenant improvements. This also may result in a reduction in gross income and ground rent. These two factors may not have been considered by the County in their valuation estimates. I look forward to discussing the above in our meeting tomorrow morning. CEH:0 95635.NPB 16091.0006 KEYS ER M A RSTON ASSOCI AT ES INC. 4 UEASE: Nl?WPORTARCHESMAMINNA Al — - (Elevnhnme7mdwwt) CODING- 100- 100 -9340 — total Find year: 44 -95 110 -433- 300 - 6620 -04 (65%) Far 4of4 IftomabducaRM020thofeachmmIL PcrBsrryPere�ter.naepastwarkdace .: 1 � L>_ ! � ■ 1'_I 1111 . rM.l ! 1111 MWi rm sl. / 1I' ' �.!i�J �! ..I Cb 1 J : __, i1 U; �_ 3 7 1 •i •. / r, , '�i�'M�i �'�' r � 61�I f M �f �u i� i���.l.L�fc:'j; ..:';.'t:.�•::'.;'`:.;.: iMc' :: ,1 , , I !J i. } II• Id I I : �I MIKE No= ��„-.. }__ ••T ,. .I,I I I -I 11 I tl MOFF / .• "' ^"'- 'TlJI =- " "' I } LLI. Ill' y }},I I;I S},1 .i.l L11 hl —�— I} I I I I }I } I ITj 'T3 f; •.�. ,!• � � S. tl ,. J 1 }. 1 I� 1 1 1 1 1 I,i. 11 f 1 r I I�'— 1 i I I 11 1 I I 1 I1 y�y�L;,,'�t�� /.I IC 4,1.,111,1111 II 11. ;Li.11 fi l/l II JI —�— 1111' tl lli III 1 ,G III ONE :1_ { I I _ � ' n, - 'A !rte �'�-�— '�"""' `I l I f I I � 11 i l I 11,1 .lil ,I. 1,41. i,r 1 — {— I I I I 1 V I, I1 I 61 •i�f ' 'y© NO'MS: Ian. 95 —no penalty, mvelope missing CEE: DACC U EASESMSEKO 12- 09 -93r m V N N atal Rmt P' Perceataga Dlu D D t tirZ"t i? 0 Ihc ar Q^Jlme 3 7 3? 00 3? 0 .00 13125.00 NO'MS: Ian. 95 —no penalty, mvelope missing CEE: DACC U EASESMSEKO 12- 09 -93r m V N N 4 1 TEASE: NEVROWARcHES MARINA (KA5sa -7) virtu- FASESO / I"I ORWA ASSOCIATES 1pavJay (ElovadhA ) ► ! M CEF• L\ACCjGajRASHSkHASEK0 12 —M -93r un M N 1 3) 2 M D Im11 W rl► r�► . X17 F r�.i►� ,_ -'I ry! .�:,� r�! ► a►. r�1 ��f� r�.► rjr {7 • -7, :. 1{ ��-''{'�w ��• JI w '�.a�ss��.�� � ." "_. "��.:.r+a+++' , 1, long }:ID�1L��:'LSL'"+ ' 1 •' } 1 ; +Y y iu` �i +I "'.!'� °'� . ±K��Y. iMEFA l�ttZ- l,S�llyJ� • ,, , •, :: ', .. .:'y MINIMME MENEM II1 111 {II Ilf 11.1 1,1 111 = If.l Ill yS:'1�2L 111 III L;, ,: �,�,,, 'r„.: III Illj {11 111 111 {il 11:1 III 111 I }II 111 Ilf I lY 111; 111 141 f I{ 111 I LI I If MENEM IIY 'Nomm2loosom MENEM 111 I II 1111 111 I fl I L4 III 111 11[1.11MMIMMMMMNM mmom III momwi3mmommi IIY III IH iYl III ILI iYl 1111 111 111 111 IIY 111 111 411 1111 41Y I if lYl 1111 ;. :� f, 111 111 111 111 ill 11! 11.1 111 11.1 tIf III 111 , ."., •, �, 'L_ MENEM III 111 111 111 mmmim,mmmim 111 111 111 I Ii I lli EMMIM 111 MEMIMMOMEMENNIM 11.1 MINNIMMEMMIM I l i 1 11 l7 1 1 1 onsom 1 1 1 I I 1 1 1 1�1}1'� 1 1 1 �{I�i MENEM l I1 I fl; MENEM Y, tl 1 I} 1 !1 111 I it r ILI f II 1 {I 1 41 Menem 111 IMINIMM f 11 111111M 1 11 I I'1 111 111 f 11 I II I }I MENEM III NoMME3mEmlmmmmm I I I III III 1 11 l i l mmomElmonom I II 1 I{ 111 I II 11/ I If 111 I fl l { II III I }1 MENEM -� ILI 111 III 1 11 -.. 1 I1 I. LI 111 111 III I IJ CEF• L\ACCjGajRASHSkHASEK0 12 —M -93r un M N 1 3) 2 M D Im11 W i LEASE: NEWPORTARaRES MARINA (ffMSD -7) V/ml- SASM / LW/ ORWA ASSOCLAT6S 21x(4 YTD TOTALS 81: PERCMVTAMS CEE_ LIACCfGLEASE$ A%KO 12- 09-93r .rII i_rt.P�� 1 ti rll �I r't ���j ,.I. a` L .....�'�� i •i,r ,� t' '�.�. ®.� ii 1 I I7 III, ��,� �'�f� ". Li'. Li+J 1 I11� �A ':;. „:,, 111 I11I Ilk fIf 1II 1II III IIt� 111 111 III III L. :, o• '..r •: :•y •'.0 mom III MMOMM iIJ IIV 111 MENEM 111 IYI MENEM '..;�i MEN Ili III MENEM 111 Ili 111 III II1� 111 111 111 IIf� EMMOM 111 111 1 14 4 1! 111 f 11 111 411' momim 1 11 111 1111 1 1! 411 1 1 "1 111 111 Ill I • .,: 1.:: 1 fl f 11 111 111 mosom I II I f I{ ! 1{ 111 111 I fl 1 fl G. . .,� ill 111 fll 111 II1 llii kl{ 111 111 111 III 1/1 �mr, �, r, . f, 111 1{I 111 fll III II{ 111 I1.1� 1!1 111 111 Ill ,i r•..1:1 t' _.;n .r. -i .„ 1 I I 1 17 � t 11 ! 11 I L1 ! ! f 111 I i l � 1 11 11'1 f I I 1 11 j' J' L:•.,. d a. I I I 111 4 11 1 1 1 1 I I I 1 1 1 111 1{ 1 :, .:.,•..,a, MENEM IIt 41i 1'i! III MENEM lit MMMM111 {11 Ilk VIt III Lu, ,rar , - 111 111 111 1 /!+ Ili ill tl'I /fl 111 III IiV 111 111 I I:I MENEM 111 I I I 1 11 111 • r,1n 1{i 111 111 III {fl III 114 MINIMM 111 III •. .- ~� 1 11 i l l y I LI I I! I l l 1 1'1 1 11 1 1 4 Ill I l i I I I h l l r� y,".nrn +,r ., _:.; 11V 111 ILl 111 III Ilkl 11{ 11{ III MII 111 hl.l y�1.: IlY III 111 fl{ iiY II ++ III I1{ 111 fklC t!1 111 11{ fll il! {tl tll � 111 f lil mm k i f I lyl I I I 1 11 - Y .i' IL' �k �,,. r•' 1 CEE_ LIACCfGLEASE$ A%KO 12- 09-93r August 4, 1995 0 Y OF NGE GENERAL SERVICES AGENCY 14 Civic Center Plaza, First Floor Santa Ana, California 92701.4047 (714) 834 -5500 FAX (714) 834 -5956 Mr. Kevin Murphy, City Manager Newport Beach City Hall 3300 Newport Boulevard Newport Beach, CA 92658 SUBJECT: Harbor Club Tower and Marina • ROBERT A. GRIFFITH, Director General Services Agency The county attempted to sell its interest in the Harbor Club Tower and Marina in the real estate auction on June 20. We rejected the highest bid ($1,600,000 by Mr. Robert O. Hill). Since that time continued discussion with Mr. Hill has resulted in a higher offer ($1,750,000). Our fall back plan of selling our interest to the Harbors, Beaches and Parks District is no longer feasible. We have also re- evaluated our estimate of the value of the property. (A copy of the original estimate and the revision is attached for your information.) We must now make the decision on how to proceed. Our options include: 1) sale to Mr. Hill for $1,750,000; 2) attempting to sell at another auction in October; 3) holding the property indefinitely, or 4) selling to the City of Newport Beach for $1,750,000 or more. Option 3 is less appealing to us for several reasons. Therefore, before completing a transaction with Mr. Hill, we would like to know if the City of Newport Beach is interested in buying the county's interest in the property. If you have any questions or would like additional information, please call me at 834 -2114 or Chuck West, Director of Real Estate, at 834 -2557. Robert A. Griffith, Direc or General Services Agency /hm Encls %E X s *i County of Orange Date: March 17, 1995 To: William E. Price From: Neal L. Warren 4 Sujbect: Study of Potential Value of Leasehold Project: HB&P HA5513-7 Harbor Club Tower and Marina 3333 Coast Highway, Newport Beach Lease: HASEKO- LSW -ORIFA ASSOCIATES Term: 44 years Expires: June 2018 Rent: $150,000 min or % Note: Rent is split: County 65% City 35% FY 92 -93 Rent: FY 93 -94 Rent: PROPERTY: Area: 2.43 Ac Land: 1.68 Ac Water: 0.75 Ac Bldg: 35,538 sf Total County $240,759 $156,493 $177,603 $115,442 -26% (Includes both land and water) (Owned by County) (Owned by Newport Beach - Tidelands) (Building owned by Lessee) VALUATION: What County has to sell is an income stream for 23 years plus the residual value of the land. The lease was scheduled to terminate in ten years but the option to extend for 10 years was granted If marina refurbuisment is completed in 1995, and currently it is underway. VALUE I: Value to County (Conservative Approach): INCOME: Use minimal rent, safe discount rate Present value of ($200,000 x 65 %) for 23 years @ 5.5% REVERSION: Use today's value, conservative discount rate Land Value: (1.68 Ac @ $45 /sf = $3,293,136) Value of land discounted 23 years @ 5.5% TOTAL F850.188(3/84) da $1,673,756 $961,176 $2,634,932 t • HB$P HA5513-7 Harbor Club Tower and Marina VALUE II: Value to County (Market Appreciation): INCOME: Provide for rent escalation (+3% for 23 YRS) 0 REVERSION: Anticipate land appreciation Value of land discounted 23 years Land Value: 1.68 Ac @ $45 /sf: $3,293,136 Land Value in 23 yrs @ +3 %/yr: $6,499,289 land value + 3%/yr pv @ 8% $1,106,928 $2,827,674 VALUE is Value to County (Conservative): $2,634,932 VALUE 2: Value to County (Market): $2,827,674 The difference, is due to a requirement that assignment of probable appreciation for land and income stream, also mandates a higher discount rate to compensate for the risk of the forecast involved, double estimates are used. Rent +3% PV @ 8% 1 1995 120,000 120,000 2 1996 123,600 114,444 3 1997 127,308 109,146 4 1998 131,127 104,093 5 1999 135,061 99,274 6 2000 139,113 94,678 7 2001 143,286 90,295 8 2002 147,585 86,114 9 2003 152,012 82,128 10 2004 156,573 78,325 11 2005 161,270 74,699 12 2006 166,108 71,241 13 2007 171,091 67,943 14 2008 176,224 64,797 15 2009 181,511 61,797 16 2010 186,956 58,936 17 2011 192,565 56,208 18 2012 198,342 53,606 19 2013 204,292 51,124 20 2014 210,421 48,757 21 2015 216,733 46,500 22 2016 223,235 44,347 23 2017 229,932 42,294 -- 1,720,746 PV Rent: $1,720,746 REVERSION: Anticipate land appreciation Value of land discounted 23 years Land Value: 1.68 Ac @ $45 /sf: $3,293,136 Land Value in 23 yrs @ +3 %/yr: $6,499,289 land value + 3%/yr pv @ 8% $1,106,928 $2,827,674 VALUE is Value to County (Conservative): $2,634,932 VALUE 2: Value to County (Market): $2,827,674 The difference, is due to a requirement that assignment of probable appreciation for land and income stream, also mandates a higher discount rate to compensate for the risk of the forecast involved, double estimates are used. Date: July 27, 1995 REPORT ADDENDUM: Subject of Addendum: • • HASEKO LEASEHOLD VALUE VALUE I AND VALUE II are indications of my opinion of what the leasehold value is "TO THE COUNTY". There is a potential difference in the "value to the County" and the "value to the market in general ". I acknowledge that a market buyer of the County's position has several risks inherent in the ownership of property that relies, at minimum, on a future City partnership for maximized use. Although the property has a good upside potential, a buyer of the County's position is bound to the existing lease and long term committments. It will likely be the full 23 years before any major restructuring of the leasehold position or redevelopment of the property can occur. In consideration of the risks to a buyer in the open market, a higher discount rate might be required relative to the rental income stream. A higher reversion rate might also be reasonable reflecting risks of future redevelopment that require both a City partnership and tidelands property. POTENTIAL VALUE OF COUNTY LEASEHOLD POSITION TO OPEN MARKET BUYER: (A.) Present value of $200,000 X 65% for 23 years @ 9% (B.) Reversionary Value of land (9% discount) 1.66 Ac land @ $45 /sf: Present Value of Future Land Value @ 9%: Potential 'Open Marker Value Indication: $1,245,427 $3,293,136 $453,733 $453,733 09 -25 -1995 14:40 213 622 5204 KEVSER MARSTON ASSOC. P.02 TABLE NEWPORT ARCHES MARINA 1084 - 06 RENTS NEWPORT BEACH, CALIFORNIA " 6 MONTH AVERAGE IFERGENTAGE RE �9 ,5 NOTE THE FOLLOWING DISCREPENCIES (HIGHLIGHTED) WITH A BO� 1 IRREGULAR COLLECTIONS FOR " NEW OFFICE " 2 DROP IN MARINA INCOME BY 4296 3 ONE MONTH SPIKE IN RESTAURANT INCOME ADDITIONAL +i- $125- 150,000 IN GROSS RENT MUST BE ACHIEVED BEFORE PERCENTAGE RENTS EXCEBjbwV PREPARED BY: KEYSER MARSTON ASSOCIATES, INC. all eueuel eu.• sn»ane• nrw OLDER NEW 1894 -96 OFFICE OFFICE MARL RESTAURANT PSG TELEPHONE TOTAL JULY $ (1,470) $ 657 24186 $ - $ - S $ 23,572 AUG 9,908 855 27,104 - - 37,857 SEPT 11,951 2,365 24,484 - 38,800 OCT 10,039 2,694 23,279 38,012 NOV 10,384 3,614 25,718 30,716 DEC 10,384 3,615 21,203 - 13 35,215 JAN 10,831 3,614 17,167 434 13 32,059 FES 10,361 3,815 17,683 31150 46 34,774 MAR 10,553 15,802 14,701 3,150 39 44,385 APR 3,399 8,314 13,174 0, 6 35,172 MAY 17,377 3,321 13 758 3,25F 47 37,753 JUNE a.a1s x.335 4.957 37.820 TOTAL 9 113.152 889.092 S 235.488 $ 23,792 111 518 $ $ 433,695 " 6 MONTH AVERAGE IFERGENTAGE RE �9 ,5 NOTE THE FOLLOWING DISCREPENCIES (HIGHLIGHTED) WITH A BO� 1 IRREGULAR COLLECTIONS FOR " NEW OFFICE " 2 DROP IN MARINA INCOME BY 4296 3 ONE MONTH SPIKE IN RESTAURANT INCOME ADDITIONAL +i- $125- 150,000 IN GROSS RENT MUST BE ACHIEVED BEFORE PERCENTAGE RENTS EXCEBjbwV PREPARED BY: KEYSER MARSTON ASSOCIATES, INC. all eueuel eu.• sn»ane• nrw i A 1 2 3! 411 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 HA55D -7 Lower Newport Bay • r C. '. FIRST AMENDMENT TO LEASE AGREEMENT C - 9/o THIS AMENDMENT is made + aG , 1993 by and between COUNTY OF ORANGE, hereinafter referred to as "C LINTY ", and the CITY OF NEWPORT BEACH, hereinafter referred to as "CITY ". RECITALS A. COUNTY is the fee owner of certain upland parcels located at 3333 West Pacific Coast Highway in the City of Newport Beach. CITY was granted in trust by the State of California a certain tidelands parcel adjacent to the COUNTY-parcels. Combined for mutual benefit and public interest into a single entity designated by the COUNTY as parcel HA55D -7, said COUNTY fee owned parcels and CITY tidelands parcel shall hereinafter be referred to as "CITY /COUNTY Dock Property ". B. On March 5, 1958, COUNTY and CITY entered into a LEASE AGREEMENT, hereinafter referred to as "CITY /COUNTY AGREEMENT ". Said CITY /COUNTY AGREEMENT provides for leasing, development, lease management, and revenue sharing for said CITY /COUNTY Dock Property. C. Said CITY /COUNTY AGREEMENT expires on June 30, 2008. D. On May 13, 1964, COUNTY entered into a Lease, hereinafter referred to as "LEASE ", with Thomas A. Cox for the development of an office building and marina facilities on CITY /COUNTY Dock Property. Said LEASE has been amended ten times, assigned seven times, and expires on June 30, 2008, the same day as the CITY /COUNTY AGREEMENT. E. On January 10, 1989, the LEASE as amended was assigned to Haseko -LSW, Associates, hereinafter referred to as "LESSEE ". At the time of said assignment, COUNTY authorized its staff to negotiate an updated Lease with up to a ten -year term extension based on redevelopment of the CITY /COUNTY Dock Property to provide enhanced public service. F. On November 7, 1989, the voters of the City of Newport Beach approved Measure R allowing for a ten -year extension of the CITY /COUNTY AGREEMENT. G. Renovation of the existing five -story office building was completed in 1990, however, various factors have delayed the rebuilding of the marina facility and negotiation of a new Lease. H. In contemplation of the LESSEE's completion of the redevelopment of the CITY /COUNTY Dock Property and to allow for negotiations between the COUNTY and LESSEE for an updated Lease with ten -year extension, it is agreed by CITY and COUNTY to extend the term of the CITY /COUNTY AGREEMENT by ten years. BP: lma:sa 6445 -1 1 -27 -93 -1- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19' 20 21 22 23 24 25 26 27 28 NOW, THEREFORE, in consideration of the above, the parties hereto mutually agree to amend said CITY /COUNTY AGREEMENT as follows: 1. Delete Section 5(c) and substitute the following: (c) This LEASE AGREEMENT shall expire on June 30, 2018. 2. All other terms and conditions of this LEASE AGREEMENT shall remain unchanged. SP: lma:sa 6445 -2 1 -27 -93 -2- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 24 25 26 27 IIN WITNESS WHEREOF, the parties have executed this FIRST AMENDMENT TO LEASE AGREEMENT the day and year first above written. APPROVED AS TO FORM: County Counsel By /! � APPROVED AS TO AUDIT AND ACCOUNTING: Auditor:Controller By Espi Fernandez RECOMMENDED FOR APPROVAL: General Services Agency Real Estate By Environmental Management Agency 10 Rich Adler SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO THE CHAIRMAN OF THE BOARD. PHYLLIS A. HENDERSON Clerk of the Board of Supervisors of Orange County, California CITY CITY OF NEWPORT BEACH By Date Clarence Turner, :Mayor I COUNTY COUNTY OF ORANGE By Chairman, Board of Supervisors Date 3 _'� ' 9 3 BP:lma:sa 6445 -3 -3- 1-27-93 • 0 City Council Agenda Item No. 12 • CITY OF NEWPORT BEACH OFFICE OF THE CITY MANAGER JULY 26, 1993 APPROVED TO: MAYOR AND CITY COUNCIL FROM: DEPUTY CITY MANAGER SUBJECT: CITY /COUNTY DOCK LEASE C- J/0 ACTION: If desired, approve and authorize Mayor and City Clerk to execute • a ten year lease extension from 2008 to 2018. BACKGROUND: This property is located on the bay adjacent to the Newport Blvd. Channel Bridge. The County owns the uplands and the City owns the over water tidelands. The County manages the entire property and returns to the City 35% of the proceeds. A five year income history is attached. As indicated on the attached letter, the County is requesting the City to approve a ten year lease extension from 2008 to 2018. The ten year extension was approved by the Newport Beach Electorate on November 7, 1989. However, in accordance with the charter amendment of last November, the City Council has the discretion to lease tidelands in accordance with State law which provides for a 55 year term. ANALYSIS: As indicated in their letter, the County agreed to open negotiations, update the lease and to consider a ten year extension of the lease term when the building was renovated. The property has been renovated, but the building is largely vacant and losing money. While the lease agreement is on a percentage basis, only minimum rent is being received. To make the building more attractive and thus increase the rents, the Marina needs to be renovated. The lessee will need the extension to • justify the additional investment in the Marina. The Tidelands Affairs Committee reviewed this item concerning the condition of the docks and the proposed plans for the Marina. As indicated on the attached memo, the City will approve any Harbor Permit for the Marina. 0 0 Page 2 RECOMMENDATION: The County appears to be effectively managing this property, and the current lease holder is prepared to invest more money in the property to make it more profitable. While the City Council Revenue Property Committee was unable due to scheduling difficulties to formally review this action, they were polled by telephone and concurred that. the action is consistent with the City Council Income Property Policy and is recommended for approval. Kenneth J. Deli o KJD:mb • • e'ear Income History Number 067 -23 City /County Dock Property Revenue Account Number 1989 1990 1991 1992 1993 uary $29,794.96 rnary $25,774.14 � Mardi $16,858.53 $22,570.88 $24,805.92 April may $16,858.53 $20,870.68 June $19,580.32 $24,731.57 July August September October November December YTD Expenses IV come I 1 1. • $16,858.53 $26,687.43 $20,737.04 $24,336.63 $16,947.67 $19,929.66 $50,664.73 $57,175.89 $99,923.95 $94,772.00 $24,805.92 $50,664.73 $57,175.89 $99,923.95 $94,772.00 $24,805.92 July 14, 1993 • TO: KEN DELINO, DEPUTY CITY MANAGER FROM: Marine Director SUBJECT: CITY /COUNTY DOCK LEASE The Tideland Affairs Committee has reviewed a request by the County of Orange to extend the City /County Dock Lease Agreement an additional ten years. The lease expires in 2008, and an extension which was approved by the voters in 1989, has not yet been implemented by the County of Orange. The request is for the purpose of allowing the lessee to upgrade the marina portion of the property. The Tideland Affairs Committee asked the Marine Department to determine to what extent the lessee planned to remodel the marina. I have reviewed a set of plans submitted in January of 1992 by the • Harbor Club. These plans show some minor configuration revisions at the east end of the marina to accommodate larger vessels. In addition, the fuel dock will no longer be operated at the marina and thirdly, the existing vessel pumpout station will be maintained. This station is currently in working order and would continue to be a condition of the lease. All the pilings and docks will also be replaced. A Harbor Permit must be approved by the City Council to make alterations to the marina. Both the Tideland Affairs Committee and the City Council have the ability to condition this Harbor Permit to include any additional items the council desires. The Marine Department would recommend that the Tideland Affairs Committee act affirmatively on the purposed City /County Lease Agreement extension. A Harbor Permit for the marina revisions will be submitted to the Tideland Affairs Committee and City Council for action in the near future. David Harshbarger • Marine Director DH:la • RA. SCOTT Di 1 \ DirecYOr, General Services Agency 2)1 • • 4 -iq�uNTY OP 5 3 RANGE GENERAL SERVICES AGENCY REAL ESTATE DIVISION HARBORS, BEACHES AND PARKS'L1 (714)4684955--- '6 FAX (714) 568.5111 83��Ss'd 3 March 11, 1993 HA55D -7 Lower Newport Bay Mr. Ken Delino Assistant City Manager City of Newport Beach 3300 Newport Boulevard Newport Beach, Ca. 92663 Dear Mr. Delino: ROBERT G. LOVE Deputy Director, General Services Agency CHARLES W. WEST Director, Real Estate Division In 1989, Haseko -LSW, Associates (Haseko) purchased the leasehold interest for the office building and marina facility formerly known as Newport Arches at 3333 W. Pacific Coast Highway. The lease, which commenced in 1964, has been amended ten times and is in need of updating. The lease expires on June 30, 2008. Initially, Haseko planned to renovate the building and construct a new marina. Based on Haseko's investment in the renovation to develop an enhanced public facility, the County agreed to open negotiations for an updated lease and consider a ten -year extension of the lease term. The five -story office building renovation is complete and Haseko's investment in the property to date exceeds $ 6 million. Plans to renovate the marina have been delayed by a variety of reasons. The marina is in need of immediate rebuilding. To allow the County to negotiate the new lease with a ten -year • extension, and provide for the new marina facility it is necessary for the City and County to extend the City /County Agreement which expires on June 30, 2008. This will coincide with the expiration of the lease with Haseko. 401 Civic Center Drive, 10th Floor, P.O. Box 4048, Santa Ana, CA 92702.4048 ��• to ❑amea w, .ecytlee oeaer In the City elections held on November 7, 1989, the voters approved Measure R which provided for the ten -year extension of the City /County Agreement. • I have enclosed a draft amendment which extends the City /County Agreement until 2018. If the document meets with your approval, please arrange for consideration by City Council and execution of the amendment. If you would like additiona- ormation or have any questions, please call me at (714) 498t. _I look forward to hearing from you. y7/ Barry Permenter Real Property Agent Enclosures: Draft First Amendment to Lease Agreement City /County Agreement 11 July 27, 1993 0 0 CITY OF NEWPORT BEACH P.O. BOX 1768, NEWPORT BEACH, CA 92658 -8915 Barry Permenter, Real Property Agent County of Orange General Services Agency 401 Civic Center Drive P. O. Box 4048 Santa Ana, CA 92702 -4048 Dear Mr. Permenter: On Monday evening, July 26th, the City Council approved and authorized the Mayor to sign the "First Amendment to Lease Agreement" between the County of Orange and the City of Newport Beach. During the City Council Study Session in the afternoon, Council - Woman Evelyn Hart, Chairman of the Tideland Affairs Committee, requested that the Marine Department communicate with you and request that the ten year lease extension with Haseko include a provision whereby the bulkhead at the west end of the.parking lot be opened for fishermen as it has in the past. In addition, the Council requested that public access to the property not be further restricted by additional lease amendments. Sincerely, David Harshbarger Marine Director DH: la 3300 Newport Boulevard, Newport Beach July 27, 1993 Wanda Raggio • TY O F A N G E City Clerk City of Newport Beach GENERAL SERVICES AGENCY PROPERTY MANAGEMENT DIVISION HARBORS, BEACHES AND PARKS (714) 8344635 FAX (714) 834661 2 • R. A. SCOTT Director, General Sennces Agency RE: Consent Calendar /Item # 12, July 26, 1993 ROBERT G. LOVE Deputy Director. General Services Agency CHARLES W. WEST Director, GSA Real Estate The City Council approved the ten year lease extension for the City /County Dock property on July 26, 1993. The attached FIRST AMENDMENT TO LEASE AGREEMENT implements that lease extension. Please sign the original and duplicate documents and call me for pick up when complete. A fully executed copy will be returned to your attention following the Board of Supervisors Hearing tentatively scheduled for August 10, 1993. Thanks for your cooperation. 1 Barry Permenter Real Property Agent PHONE: 834 -4716 300 N. Flower St., Fourth Floor. P.O. Box 4048. Santa Ana. CA 92702 -4048 owr oI arrow on raww reux August 31, 1993 • R. A. SCOTT Director, General Services Agency ROBERT G. LOVE Ve O P Deputy Director, General Services Agency CHARLES W. WEST Director, GSA Real Estate N G E GENERAL SERVICES AGENCY PROPERTY MANAGEMENT DIVISION HARBORS, BEACHES AND PARKS (714) 834 -4639 FAX (714) 834-6612 HA55D -7 Lower Newport Bay Wanda Raggio City Clerk City of Newport Beach 3300 Newport Blvd. Newport Beach, Ca. 92663 RE: Consent Calendar /Item # 12, July 26, 1993 Dear Ms. Raggio, Y vttE' s It S XW Enclosed is a fully executed copy of the FIRST AMENDMENT TO LEASE AGREEMENT for the City /County Dock property (3300 W. Coast Hwy). Barry Permenter Real Property Agent 300 N. Flower St., Fourth Floor, P.O. Box 4048, Santa Ana, CA 92702 -4048 I'W VPrinted on reoyeleo paper March 11, 1993 HA55D -7 Lower Newport Bay GENERAL SERVICES AGENCY REAL ESTATE DIVISION HARBORS, BEACHES AND PARKS L (p 3 C, (714)468495:x— FAX (714) 568 -5111 83���r0 3 Mr. Ken Delino Assistant City Manager City of Newport Beach 3300 Newport Boulevard Newport Beach, Ca. 92663 Dear Mr. Delino: 1r cqr w +r�s;,ta �bL4'.r 11W?nRI Uk'.. / In 1989, Haseko -LSW, Associates ( Haseko) purchased the leasehold interest for the office building and marina facility formerly known as Newport Arches at 3333 W. Pacific Coast Highway. The lease, which commenced in 1964, has been amended ten times and is in need of updating. The lease expires on June 30, 2008. Initially, Haseko planned to renovate the building and construct a new marina. Based on Haseko's investment in the renovation to develop an enhanced public facility, the County agreed to open negotiations for an updated lease and consider a ten -year extension of the lease term. The five -story office building renovation is complete and Haseko's investment in the property to date exceeds $ 6 million. Plans to renovate the marina have been delayed by a variety of reasons. The marina is in need of immediate rebuilding. To allow the County to negotiate the new lease with a ten -year extension, and provide for the new marina facility it is necessary for the City and County to extend the City /County Agreement which expires on June 30, 2008. This will coincide with the expiration of the lease with Haseko. 401 Civic Center Drive, 10th Floor, P.O. Box 4048, Santa Ana, CA 92702 -4048 V OV PrlMetl on rerydetl pacer R. A. SCOTT Director, General Services Agency ROBERT G. LOVE r Q F Deputy Director, General Services Agency CHARLES W. WEST - Director, Real Estate Division N G E HA55D -7 Lower Newport Bay GENERAL SERVICES AGENCY REAL ESTATE DIVISION HARBORS, BEACHES AND PARKS L (p 3 C, (714)468495:x— FAX (714) 568 -5111 83���r0 3 Mr. Ken Delino Assistant City Manager City of Newport Beach 3300 Newport Boulevard Newport Beach, Ca. 92663 Dear Mr. Delino: 1r cqr w +r�s;,ta �bL4'.r 11W?nRI Uk'.. / In 1989, Haseko -LSW, Associates ( Haseko) purchased the leasehold interest for the office building and marina facility formerly known as Newport Arches at 3333 W. Pacific Coast Highway. The lease, which commenced in 1964, has been amended ten times and is in need of updating. The lease expires on June 30, 2008. Initially, Haseko planned to renovate the building and construct a new marina. Based on Haseko's investment in the renovation to develop an enhanced public facility, the County agreed to open negotiations for an updated lease and consider a ten -year extension of the lease term. The five -story office building renovation is complete and Haseko's investment in the property to date exceeds $ 6 million. Plans to renovate the marina have been delayed by a variety of reasons. The marina is in need of immediate rebuilding. To allow the County to negotiate the new lease with a ten -year extension, and provide for the new marina facility it is necessary for the City and County to extend the City /County Agreement which expires on June 30, 2008. This will coincide with the expiration of the lease with Haseko. 401 Civic Center Drive, 10th Floor, P.O. Box 4048, Santa Ana, CA 92702 -4048 V OV PrlMetl on rerydetl pacer r 0 R In the City elections held on November 7, 1989, the voters approved Measure R which provided for the ten -year extension of the City /County Agreement. I have enclosed a draft amendment which extends the City /County Agreement until 2018. If the document meets with your approval, please arrange for consideration by City Council and execution of the amendment. If you would like additiona ormation please call me at (714) -4988. !I look r you. dl>V_ Barry Permenter Real Property Agent Enclosures or have any questions, forward to hearing from Draft First Amendment to Lease Agreement City /County Agreement lix) RESOLUTION NO. 89 -84 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH CALLING AND GIVING NOTICE OF A SPECIAL ELECTION TO BE HELD IN THE CITY OF NEWPORT BEACH ON TUESDAY, NOVEMBER 7, 1989, FOR THE SUBMISSION TO THE QUALIFIED ELECTORS OF A MEASURE PERTAINING TO AN EXTENSION OF THE LEASE COVERING THE CITY /COUNTY DOCK PROPERTY. WHEREAS, the City Council of the City of Newport Beach desires to submit to the qualified electors of said City, at a special election, a measure authorizing the City Council to amend the existing lease of the City /County dock property to extend the term for no more than ten (10) years; and WHEREAS, any agreement extending the term of the lease could be accompanied by amendments which would work to the advantage of the City and County; and WHEREAS, Section 1402 of the City Charter requires voter approval of any proposal to lease or sell waterfront property except in certain circumstances not applicable to this parcel; and WHEREAS, the proposed lease extension is consistent with all of the ordinances, plans, policies and programs adopted by the City Council of the City of Newport Beach; and NOW, THEREFORE, the City Council of the City of Newport Beach does hereby resolve, declare, determine and order as follows: 1. Pursuant to the Charter of the City of Newport Beach and the Constitution and Laws of the State of California, a special election is hereby called and ordered to be held in the City of Newport Beach, County of Orange, State of California on Tuesday, November 7, 1989 for the purpose of submitting the following question to the qualified electors of the City: 1 SHALL THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH BE AUTHORIZED TO EXTEND THE TERM OF THE CITY /COUNTY DOCK PROPERTY LEASE FOR A PERIOD NOT TO EXCEED TEN (10) YEARS? Yes C No El 2. That the polls for said election shall be opened and closed to coincide with the polls for the statewide election to be held on the same day. 3. That an "X" placed in the voting square after the word "Yes" shall be counted in favor of the adoption of the proposition, and an "X" placed in the voting square after the word "No" shall be counted against the adoption of the proposition. 4. That the notice of the time and place of holding said election is hereby given and the City Clerk is hereby authorized, instructed and directed to give such further or additional notice of said election in the time, form and manner as is required by law, and that in all particulars not recited in this resolution, the election shall be conducted as provided by law. 5. That the City Clerk shall certify to the passage and adoption of this resolution, shall enter the same in the book of original resolutions of the City of Newport Beach, and shall note the passage and adoption thereof in the minutes of the meeting at which action was taken on this resolution. 6. That this resolution shall take effect immediately. ADOPTED this 24th day of July, 1989. ATTEST: �E P() City Clerk M 41 PO A%P RESOLUTION NO. 89 -87 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH AUTHORIZING THE MAYOR, OR ANY MEMBER OR MEMBERS OF THE CITY COUNCIL, TO FILE A WRITTEN ARGUMENT IN SUPPORT OF A CITY MEASURE PERTAINING TO AN EXTENSION OF THE LEASE COVERING THE CITY /COUNTY DOCK PROPERTY. WHEREAS, the City Council of the City of Newport? Beach, concurrently with the approval of this resolution, has called a special election to submit to the electorate a measure pertaining to the Council's authority to extend, for a period not to exceed ten (10) years, the term of the City /County dock property lease; and WHEREAS, the City Council of the City of Newport Beach is authorized to empower one or more of its members to file a written argument for or against any City measure; and WHEREAS, the City Council has determined that it is appropriate for the Mayor, or any member or members of the City Council, to file a written argument in support of the ballot measure pertaining to the possible extension of the City /County dock property lease. NOW, THEREFORE, the City Council of the City of Newport Beach does hereby resolve, declare, determine and order as follows: 1. The Mayor is hereby authorized to prepare, sign and file a written argument, including any rebuttal argument necessary, in favor of the adoption of the measure pertaining to the the proposed extension of the City /County dock property lease. 2. In the event the Mayor does not prepare a written argument in favor of the adoption of the measure, any member or members of the City Council shall be authorized to file a written argument in favor of the measure. 1 v ti 0 3. The City Clerk is hereby directed to notify the Mayor of the date and time on which the written argument must be filed with the City Clerk. 4. The City Clerk shall certify the passage and adoption of this resolution and enter it into the book of original resolutions. ADOPTED this 24th day of July, 1989. 2 (7j 0 �Y TF . ITY AUNCIi Cin. , )I CFO' FEB 13 1989 �[� 7f.2ir 7"- u in4". c MEMORANDUM • Agenda Item No. J -3 OFFICE OF THE CITY ATTORNEY ruary 13, 1989 TO: Honorable Mayor and Members of the City Council FROM: Robert H. Burnham, City Attorney RE: Proposed Extension of Tokai Bank Building Lease Introduction• The Tokai Bank Building is constructed on a large parcel of property owned by the County of Orange and City of Newport Beach. (See map attached as Exhibit "A. ") In 1958, Newport Beach voters approved a lease of the City property to the County with the understanding it would be leased to, and developed by, private interests (City /County Lease). In 1964, after at least one deal fell through, the County leased the property to a developer who constructed the Tokai Bank Building and the Marina facilities. Haseko Ltd. has recently acquired the leasehold interest and apparently intends to make improvements to the building and grounds. They have asked the City and County to consider an extension of the current lease which expires June 30, 2008. Haseko's request for a lease extension requires the Council to answer the following questions: 1. Is the property subject to Section 1402 of the City Charter which requires voter approval of any lease or re -lease of waterfront property unless the property was under lease on January 11, 1957; and, if so, 2. Is a lease extension appropriate pursuant to the terms of the Lease approved by the voters and /or subsequent conduct of the parties. Discussion: 1. IS THE CITY /COUNTY DOCK PROPERTY SUBJECT TO SECTION 1402 OF THE CHARTER. 0 0 The City Charter prohibits the Council from leasing "waterfront or beach property" unless the lease has been approved by the electorate or the property was under lease as of January 11, 1957. The City parcels front on the water and an extension of the lease would constitute "future leasing or re- leasing." Therefore, Section 1402 of the Charter applies unless the Property was under lease on January 11, 1957. City staff and attorneys for Haseko have researched all City and County files relative to this property. The only document we can find that discusses the use of the property in 1957 is a County Memo dated September 12, 1957. (See Exhibit "B.") The County Memo confirms that the "Goodwill" (a large three masted schooner) tied up to the County dock on site, but the Property was primarily used by "bathers and boat launching parties" with "no charge assessed." In 1957, a City Committee appointed to recommend the best use of the property concluded that the land was then "lying idle" and had been unproductive for many years. The City Council apparently submitted the lease to the electorate in 1958 because the Charter required voter approval. In summary, there is little or no evidence that the property was under lease on January 11, 1957. To comply with the Charter, the proposed lease extension must be consistent with the grant of authority conferred by the electorate in 1958. 2. IS A LEASE EXTENSION APPROPRIATE UNDER THE 1958 LEASE? The City /County Lease provides that any lease to a third party: " . . shall be for a term not to exceed fifty (50) years, and in any event shall terminate not later than June 30, 2008." (Paragraph 5C) The quoted language, standing alone, precludes any lease extension. However, the framework for an argument that would permit a short lease extension can be constructed from other provisions in the lease combined with events which occurred subsequent to voter approval. The City /County Lease anticipated a prompt execution (on or before July 1, 1959) of a third party lease having a term not to exceed fifty (50) a" • • years. However, due to the default of the successful bidder, the lease assumed by Haseko was not executed until May 15, 1964, almost five (5) years after the deadline specified in the City /County lease. Also, the Haseko lease was not a product of the public bidding process required by the City /County lease. Since there is no written amendment to the City /County lease, an argument can be made that the lease was amended by the conduct of the parties and an extension is appropriate to compensate for the delay in execution of the Haseko lease. Summary In my opinion, a court would conclude that the terms of the City /County Lease preclude the Council from authorizing an extension of the Haseko Lease beyond June 30, 2008. However, an argument can be made that City acquiesence in the five (5) year delay in lease approval constitutes an amendment to the lease and warrants an extension commensurate with the delay. Recommendation: If desired (a) deny Haseko's request and make the findings for denial in Exhibit "C"; or (b) approve the request for an extension of the lease to May 14, 2014 and make the findings for approval in Exhibit "D." RHB /jc Attachments U ty Attorney �1. n{ {nn I l *I' Z! R' h �f i ri / y t ` bb ,� PIT ', y 1 � ,E- r � t j { too t rrY T jr 1 , \ f 7 PROM: H. Morgan Noble, Harbor Engineer TO: Kenneth Sampson, Harbor Manager SUBJECT: Report on County Dock Use 1. Recreational Use • . L. September 12, 1957 Except for docking of the "GOODWILL", the area is presently being used by bathers and boat launching parties to the limit of its present undeveloped state. Public use is due primarily to the fact that there is no charge assessed and other public areas are not readily available. If a charge was levied and the Harry Welch Park in the Upper Bay opened, the County Dock area would only become a neighborhood facility. ' Harbor Engineer's drawing, Index 324, shows a small neighborhood park and swimming beach on the City property at the head of the bay and immediately west of the County Dock area. This is one of the most beautiful vistas of the bay and was used by many citizens when a sand beach was created by dredging fill In 1951. The limited space here necessitates using the County Dock area for the beach users parking. The County Dock area is poorly situated for a boat launching facility. The highway Intersection adjacent to the west and of the area presents a dangerous pattern for boat trailer traffic in and out of the area. Also, the area is located at the opposite and of the bay from the harbor entrance, which means out- board motor boats would have to travel four miles through the bay to reach the ocean. in 1954 letters from the League of Civic Associations and Beach, Park and Recreation Commission of Newport Beach urged that this area be reserved for recreational use.. However, this year the Beach, Park and Recreation Commission did not recommend the area for this purpose. 2. Sell - As Is? This Is not recommended as the appreciated value from proper bulkheading improvement would bring a much h,1her price to the County than the cost of im- provement. The property "As Is" has been appraised at approximately $280,000. Sales of adjacent property improved with bulkheading indicate the County Dock property value would be raised to $400,000 by bulkhead Improvement. To bulkhead this property to the existing M.L.L.W. line would cost approximately $45,000 to $50,000. 3. Lease - As Is? It Is recommended that proposals be accepted for this procedure and also for leasing the property with bulkhead improvements by the County. This will give the County a wider opportunity to choose the best proposal. ,s EXHIBIT "B" i i .1 • • EXHIBIT "C" CITY COUNCIL FINDINGS IN SUPPORT OF DECISION TO DENY REQUEST OF HASEKO LTD. FOR AN EXTENSION OF LEASE 1. Section 1402 of the City Charter of the City of Newport Beach requires voter approval of any lease of waterfront property unless the property was under lease as of January 11, 1957. 2. The City of Newport Beach is the owner of a portion of a parcel of land, commonly known as the County dock property, which is situated on the south side of Pacific Coast Highway near its intersection with State Route 55 and which is presently developed with the Tokai Bank Building, a yacht broker's office, a marina and related facilities (the Property). 3. That portion of the Property owned by the City is on the waterfront, is subject to Section 1402 of the Charter, and was not under lease as of January 11, 1957. 4. In 1958, a Measure was submitted to, and approved by, the qualified electors of the City of Newport Beach which authorized the City Council to lease that portion of the Property owned by City to the County (City /County Lease) for purposes of development. 5. In 1964, the County leased the Property to private developers who constructed the Tokai Bank Building, the marina, an office for yacht brokers and related facilities. In 1989, the County assigned this Lease to Haseko Ltd. (Haseko Lease). 6. The express provisions of the City /County Lease approved by Newport Beach voters requires that any Lease between the County and a third party must terminate no later than June 30, 2008. 7. Any extension of the Haseko Lease beyond June 30, 2008 requires voter approval pursuant to the provisions of Section 1402 of the Charter. 12 EXHIBIT "D" CITY COUNCIL FINDINGS IN SUPPORT OF DECISION TO APPROVE REQUEST OF HASEKO LTD. FOR AN EXTENSION OF LEASE 1. Section 1402 of the City Charter of the City of Newport Beach requires voter approval of any lease of waterfront property unless the property was under lease as of January 11, 1957. 2. The City of Newport Beach is the owner of a portion of a parcel of land, commonly known as the County dock property, which is situated on the south side of Pacific Coast Highway near its intersection with State Route 55 and which is presently developed with the Tokai Bank Building, a yacht broker's office, a marina and related facilities (the Property). 3. That portion of the Property owned by the City is on the waterfront, is subject to Section 1402 of the Charter, and was not under lease as of January 11, 1957. 4. In 1958, a Measure was submitted to, and approved by, the qualified electors of the City of Newport Beach which authorized the City Council to lease that portion of the Property owned by City to the County (City /County Lease) for purposes of development. 5. In 1964, the County leased the Property to private developers who constructed the Tokai Bank Building, the marina, an office for yacht brokers and related facilities. In 1989, the County assigned this Lease to Haseko Ltd. ( Haseko Lease). 6. The City /County Lease contemplated the execution of a Lease between the County and a third party developer on or before July 1, 1959. The Lease also provided for a public bidding process as the method by which the developer would be selected by the County. The County leased the Property to the successful bidder on May 5, 1959, but the Lessee failed to comply with the terms of the Lease. This Lease was terminated by the County in 1961, and no new Lease was approved until May 15, 1964. In 1964, the Property was leased without benefit of compliance with the public bidding process and 7 i1 9 0 substantially beyond the time frame specified in the City /County Lease. The conduct of the parties has affected an amendment of the Lease which warrants grant of an extension. 7. An extension is appropriate, and consistent with the intent of the electorate, provided the new date of termination is no later than May 14, 2014, fifty (50) years from the date on which the Haseko Lease was originally approved. E- r October 24, 1988 CITY COUNCIL AGENDA ITEM NO. F -12 •T0: CITY COUNCIL OCT 2 4 1988 - -APV -- FROM: Public Works Department c� SUBJECT: STORM DRAIN EASEMENT ACROSS CITY - COUNTY DOCK PROPERTY+ RECOMMENDATION: Authorize the City Manager to sign Right -of -Entry Permit. DISCUSSION: The Pacific Coast Highway widening project between Newport Boulevard and Highland Street includes construction of a storm drain across the City- County dock property. The required easement is shown on the attached aerial photo. The easement will be across the City -owned portion of the property • that is included in the lease to the County. The County has leased the property to an operator. Caltrans is required to acquire the right -of -way for the Pacific Coast Highway widening project. Therefore, Caltrans will be appraising the value of the easement and then submitting an offer. The appraisal and acquisition process will take some time and therefore to allow construction to proceed as soon as possible, Caltrans is requesting that both the City and County sign a "Right -of- Entry." The "Right -of- Entry" provides that if an agreement for the purchase of the required property cannot be reached, then Caltrans will commence eminent domain proceedings to have the compensation determined. Any compensation paid by Caltrans would be divided between the City, County and the operator in accordance with the leases. at;t�' axz Benjamin B. Nolan Public Works Director DS:so • y. SCALE 1' = 40' t �1 x s `1, ` ro c w PROPOSED STORM DRAIN EASEMENT i �.� " TURNING BASIN G. CITY - COUNTY DOCK PROPERTY PROPOSED STORM DRAIN EASEMENT APPROVED DATE CITY OF NEWPORT BEACH - a/ UNTY OF (xcc�:,7 ks1M 1, h C7.Y Ma,• „a � y p1 NSdp,t 8cs:>t CAPE r G -7800 December 30, 1987 CERTIFIED MAIL GENERAL SERVICES AGENCY REAL ESTATE DIVISION 14 Civic Center Plaza Third Floor P.O. Box 4106 Santa Ana, California 92702 (714) 567.5003 HA55D -7 Lower Newport Bay Newport Arches Marina Associates 1800 North Highland Avenue, Suite 100 Hollywood, CA 90028 -4595 Attention: Jordan Wank Re: Percentage Rent Adjustment R. A. SCOTT Director, General Services Agency ROBERT G. LOVE Director of Facilities & Real Property JOHN R. SHADDY Manager. Real Estate Division As discussed over the last year and provided by Clause 4(i) (Revision of Percentage Rental) of the Lease between Newport Arches Marina Associates and the County of Orange, the attached list identifies the proposed percentage rent adjustment to become effective January 1, 1988. The adjustment is based on the appraisal by Carol Hale, MAI, that was prepared for American Savings and Loan to support your recent loan. The appraiser valued the County's land at $9,500,000 and reported that a 10% return to the County is appropriate for the annual rent. The Lease provides that the percentage rents are to be adjusted to reflect the annual rent to ensure an appropriate return to the County. Though the proposed percentage rents represent a substantial change over the rates established in the mid 60's, they are a reflection of the increase in land value of the Newport Beach location as indicated in the appraisal. When compared to the depreciated invested capital of Newport Arches Marina Associates and the County's land value of $9.5 million, the new rates will allow both parties to receive an appropriate return on their respective investments. As you will note the potential rent to the County from the new percentage rates when compared with your current business operation and vacancy rate for the facility is significantly less than the indicated 10% return. With implementation of the new percentage rates the County should be able to attain its goal of fair SJB:bw:sf CR32 -26 -1 12 -30 -87 December 30, 1987 Page 2 market rent and begin to share in the value of the property with Newport Arches Marina Associates as you continue to reduce vacancy, increase gross receipts and bring the facility up to its full operational capacity. If you concur with these proposed revisions please sign in the space provided on the enclosed copy of this letter and return the copy to my attention. If however, you wish to discuss the proposed revisions please let me know by January 8, 1988, and I will arrange a meeting. I look forward to your concurrence. Stephen J. Blanchard Real Property Agent CONCURRENCE: Newport Arches Marina Associates By Attachment: Proposed Revision Percentage Rents cc: Mel Wank, Newport Arches Marina Associates Bob Hamilton, EMA /Harbors, Beaches and Parks Tom Galvan, GSA /Real Estate Division Mary Kendrick, Auditor - Controller /Lease Administration bcc: Christy McDaniel, Supervisor Rileys' Office R.A. Scott, Director, GSA Robert Wingard, Director, EMA /Harbors, Beaches and Parks -,Kenneth J. Delino, City of Newport Beach Stefen Weiss, County Counsel John Shaddy, GSA /Real Estate Division SJB:bw:sf CR32 -26 -2 12-30-87 HA55D -7 Lower Newport Bay Proposed Revision of Percentage Rents (Effective January 1, 1988) Business Activity/ Service or Use Percentage Rent Boat Sales 2% Boat Rental 25% Boat Charter 20% Sailing Lessons 20% Club Dues /Initiation Fees 40% Fuel Dock /Petroleum 6% Insurance /Brokerage 10% Marina (boat slips etc.) 50% Office Rentals 40% Parking 60% Pay Telephones 10% Restaurant /Beverage & Bar 6% Restaurant /Food 6% Service /Labor 6% Ship Chandlery 6% Vending Machines 10% OPTIONAL USES* -- Apartment Rentals 25% Barber & Beauty Shops 10% Motel, Hotel, Rentals 15% Retail Stores 10% *These uses are identified in the lease but require the prior approval of the County SJB:jfk:sf CR33 -49 -3 12 -30 -87 April 5, 1983 w- 0- 910 CITY OF NEWPORT BEACH .P.O. BOX 1768, NEWPORT BEACH, CA 92663 -3884 OFFICE OF THE CITY CLERK (714) 640 -2251 Mr. Pete Moore P.O. Box 1379 Santa Ana, CA 92702 -1379 Dear Mr. Moore:. . Enclosed is a certified excerpt of the City Council minutes of March 28, 1983, that you requested regarding the Settlement on Pending Litigation (Christeson; Et Al.,,vs Bayview Yacht Club /City of Newport Beach). When the Settlement Agreement is executed, please send our office a copy for the City records. If you have any questions, please do not hesitate to call. Sincerely, Wanda E. Andersen City Clerk WEA:lr enc. cc: Bob Burnham, City Attorney 3300 Newport Boulevard, Newport Beach 0 6 CITY OF NEWPORT BEACH P.O. BOX 1768, NEWPORT BEACH, CA 92663 -3884 OFFICE OF THE CITY CLERK (714) 640 -2251 EXCERPT OF CITY COUNCIL MEETING MARCH 28, 1983 "A report from the City Attorney regarding SETTLEMENT ON PENDING LITIGATION (CHRISTESON, ET AL., VS. BAYVIEW YACHT-CLUB/CITY OF NEWPORT BEACH) ", was presented on the Consent Calendar. There were no objections from the Council,: therefore the recommendation contained in said report was approved. M J I, Wanda E. Andersen, City Clerk, do hereby certify the foregoing to be a full, true and correct excerpt of the minutes of the City Council meeting held March 28,1983. Dated this 5th day of April, 1983. 3300 Newport Boulevard, Newport Beach MAR 81 UP' RECEIVER CITY CLERK 4 OFFICE OF THE CITY ATTORNEY March 28, 1983 To: Wanda Andersen - City Clerk Y From: Patricia Rush Re: Christeson Co, V. Newport Bayview Yacht Club /City of Newport Beach At the City Council meeting of March 28th, the Council approved the recommendation contained in the City Attorney's report concerning the authorization, by City, to allow the attorney for the County of Orange to execute, on behalf of the City, terms of a settlement agreement concerning the above litigation. For your convenience, I have attached a copy of the referenced agreement. I have, this date, spoken with Mr. Moore, the attorney for the County of Orange, who requested confirmation from your office of the Council's action by way of a Minute Order or other documentation. Since there was no resolution, would you please forward to Mr. Moore, at your earliest convenience, confirmation of his request. Also forward a copy of your correspondence to this office. The address you will need is: Mr. Pete Moore PO Box 1379 Santa Ana, Ca. 92702 -1379 If you have any questions,. a call. P tricia Rush • • O C-910 OFFICE OF THE CITY ATTORNEY APPROVED MEMORANDUM Agenda Item No. F -9 (�) March 28, 1983 To: Honorable Mayor and Members of the City Council From: Robert H. Burnham - City Attorney Re: Christeson Co. V. Newport Bayview Yacht Club /City of Newport Beach DISCUSSION In 1958 the City of Newport Beach and the County of Orange entered into an agreement regarding the so called "City - County Dock Pro erty" located just south and east of the "intersection" ;aci is oast Highway and Newport Boulevard. Pursuant to the agreement City owned tidelands were combined with County property to facilitate the lease of the entire parcel to a third party. The agreement between the City and County establishes the County as the entity which is responsible for the management of the property. In 1964 the property was leased to a third party in anticipation of the development of the property. That development, consisting primarily of the Tokai Bank Building, occurred in 1968. In 1979 and 1980 one of the tenants in the Tokai Bank Building, the Newport Bayview Yacht Club, contracted for demolition and renovation of the space occupied by that tenant. Certain work was performed by various contractors and a dispute arose re- garding payment for the work. That dispute evolved into litigation, commenced by certain contractors including Christeson Co., seeking to foreclose mechanics liens filed against the property. The City and County are interested in this litigation only to the extent of insuring that their respective interests in the property are not adversly impacted by this litigation. Both Honorable Mayor �d Members of the City Cou l March 28, 1983 Page 2 public entities have taken the position that the contractors.are not empowered to foreclose against public property, especially in the case of tidelands. The contractors are now willing to dismiss the City and County from the litigation, but want a commitment from the City and County that neither will take any action to declare a forfeiture of the leasehold interest, nor unreasonably withhold consent to a transfer of those interest to any buyer at any subsequent fore- closure sale. The contractors have proposed an agreement to this effect and a copy of the tentative agreement is attached to this memorandum. This office, and the County Counsel, have reveiwed this agreement and it is the opinion of both offices that the agreement is fair and fully protects the interest of all of the parties. Since the original lease called for the County to manage the property, the County Counsel for the County of Orange has asked the City for authorization to represent the City in resolving this litigation. County Counsel has indicated that they may request certain minor changes be made to the settlement agreement and a grant of authorization to the County will eliminate the need for the City Council to review the minor amendments. RECOMMENDATION In light of the foregoing it is recommended that the City Council authorize the County of Orange to execute, on its behalf, a settlement agreement substantially similar to that which is attached to this memorandum. It is also recommended that City Council authorize the City Attorney to communicate its consent to the County of Orange. "Pe R bert H. Bu am City Attorney RHB /bf attachment 9 SETTLEMENT AGREEMENT 0 This Settlement Agreement is made by and between Christeson Company ( "Christeson "), on the one hand, and County of Orange ( "County ") and City of Newport Beach ( "City "), on the other hand. WHEREAS, the parties desire to settle and terminate the disputes existing between them; and WHEREAS, the parties desire to arrive at a compromise of their respective claims; NOW THEREFORE, based upon the mutual covenants and conditions contained herein, it is agreed as follows: 1. Christeson shall dismiss County and City from Orange County Superior Court action 33- 50 -11, Christeson Company v. Newport Bayview Yacht Club, et al., and not attempt to foreclose against the County /City fee interest therein. Christeson shall also dismiss as against the State of California (Doe 49). It is specifically acknowledged that Christeson may continue to prosecute such action against the remaining defendants on the theories set forth in such action, including foreclosure of a mechanics` lien against the leasehold interests. 2. County and City waive further participation in such action, and will file a stipulation in such action indicating such waiver. 3. The County shall designate to Christeson a "contact person" who shall cooperate with Christeson and its counsel in providing documentary evidence needed in such action. I CL 4. Neither County nor City shall declare as a result of such action, a forefeiture or default of the leasehold interests against which Christeson is foreclosing. 5. Neither County nor City shall unreasonably withhold consent to a transfer of the leasehold interests to a buyer at a mechanics' lien foreclosure sale held pursuant to a judgment in such action. 6. This Agreement is executed by way of compromise of a disputed claim and does not constitute and is not to be construed as an admission of liability by any party. 7. The terms of this Agreement are contractual and are not merely recitals; the said terms are and shall be binding upon each of the parties hereto, its agents, attorneys, employees, successors, assigns, administrators, insurers, and /or any person or.persons in any fashion claiming an interest in the subject matter hereof through either of the parties hereto. 8. This Agreement may be pleaded as a full and complete defense to, and may be used as the basis for an injunction against, any motion, suit, or other proceeding which may be instituted, prosecuted, or attempted in breach of this Agreement. 9. This Agreement may be executed in one or more counterparts each of which shall constitute a duplicate original. -2- IN WITNESS WHEREOF, the parties have executed this Agreement on the dates indicated opposite their respective signatures. Dated: CHRISTESON COMPANY By: Title: Dated: COUNTY OF ORANGE APPROVED: By: Title: CITY OF NEWPORT BEACH By: Title: =I Attorney for Christeson Attorney for County and City -3- MAY 14 1974 MINUTES OF THE BOARD OF SUPERVISORS By U» ary COUNc:i, CITY OF Nowppr- OF ORANGE COUNTY, CALIFORNIA April 24, 1979' �! IN RE: AMEND LEASES CONSENT TO SUBLEASE CONSENT TO AMENDMENT NO. 2 TO SUBLEASE EIGHTH AMENDMENT TO LEASE NEWPORT ARCHES MARINA LOWER NEWPORT BAY On.-motion of Supervisor Riley, duly seconded and unanimously, . carried by Board members present, the Chairman and the Clerk are author- ized to sign the following documents, dated April.24, 1979, concerning Newport Arches Marina, (PM 1002 -7)% Consent to Sublease between Newport Arches Marina, a limited partnership and Newport Bayview Management Company Consent to Amendment No. 2 to Sublease between Newport Arches Marina, allimitecT partnership and The Jolly Roger, Inc. Eighth Amendment to Lease between the County of Orange and Newport Arches Marina, LTD. 7� "IT T6. I ;J. i ®F1613.2.3 (12/76) MAY "TY OF ;. NEWPORT PE"I CALfF. '� i 1 2' 31 4 5 6 7, 8 91 10 it 12 131 ,} 14 w� oz� 15 = O w 16 4 F V OIz a 0 0 17 ' u 18 19 20 ' 21 22 23 24 25 0 26 n N 27 J. LL c8 # 0 RESOLUTION OF THE BOARD OF SUPERVISORS OF ORANGE COUNTY, CALIFORNIA !!l•��� �Q April 24, 1979 Uy/ On motion of Supervisor Clark, duly seconded and carried, the I following Resolution was adopted: BE IT RESOLVED that the Chairman of this Board is hereby authorized to execute the original and duplicate Consent to Assignment of.Interest in Lease on behalf of the County' of Orange and the Clerk is directed to attest to same. Dzte : � L! AYES: SUPERVISORS *RALPH B. CLARK, THOMAS F. RILEY, HARRIETT M. WIEDER and PHILIP L. ANTHONY S NOES: SUPERVISORS NONE �• R�6Fq±r�� , ABSENT: SUPERVISORS RALPH A. DIEDRICH ��� "SAY ' -,•; STATE OF CALIFORNIA ) 197 s 6, /.ry OF COUNTY OF ORANGE ) ss 2'w' EAC �• ?F& / cq H , � I, JUNE ALEXANDER, Clerk of the Board of Supervisors of Orange e QaA x ia, hereby certify that the above and foregoing Resolution was duly and re adopted by the said Board at a regular meeting thereof held on the "24th day of April 19_79 , and passed by a unanimous vote:-,c7f•,sa' idiB3oard members present. IN WITNESS WHEREOF, I have hereunto set. hand,.and',s ea 4iis':..•,24th day of _April 19 79 •. Resolution No. 79 -568 V = <,ZLNE ALEXANDER.-' Consent to Assign. of Interest Cle! p€ the Board of 9trern in Newport Arches Marina /Lease/ of nge'Cou6ty,..•eaa iforn, Lower Newport Bay /Allen M. Senall "Cx "z, • " *... " 1 - i G,:: , FEB 14 1973 4I.r 1 8v C.e'my 1 I By the CITY COUNCWESOLUTION OF THE BOARD OF SUPERVISORS OF LTY OF NrWPORT BEACH 2 3 4 5 r 6 7 8 9 10 11 12 13 14 1�> y r ��; 15 �p o � 16 >n > a 'e o 17 :u 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 HP : I )102 -32 I ORANGE COUNTY, CALIFORNIA January 30, 1973 y� On motion of Supervisor Caspers, duly seconded and, carried, the following Resolution was adopted; WHEREAS, a proposed Consent to Sublease of City- County Dock proper between Newport Arches Marina, Inc., and The Jolly Roger, Inc., for a restaurant has been submitted to this Board; NOW, THEREFORE, BE IT RESOLVED that this Board does hereby approve said Consent to Sublease provided that notwithstanding paragraph 12; located on page 17 of the Sublease, no sign or other advertising device pertaining to this Sublease shall be erected or maintained until the number: size, location, type, color, material, and contents of such advertising device has been approved by the Board of Supervisors of the County of Orange. / AYES: SUPERVISORS RONALD W. CASPERS, RALPH A..'DIEDRICH, R. W. BATTIN DAVID L. BAKER, AND RALPH B. CLARK NOES: SUPERVISORS NONE ABSENT: SUPERVISORS NONE STATE OF CALIFORNIA ) SS. . COUNTY.OF ORANGE ) I, WILLIAM E. ST JOHN, County Clerk and ex- officio Clerk of the Board of Supervisors of Orange County, California, hereby certify that the above and foregoing Resolution was duly and regularly adopted by the said Board at a.regular meeting thereof held on the 30th day of January , 1973 , and passed by a unanimous vote of sai Boar IN WITNESS WHEREOF, I have hereunto se" my hand,and seal this 30 day of January , 19 73 . "WILLIAM E. ST JOHN County Clerk and ex- officio.Cleek Resolution No. 73 -125 of the .'Board of Supervisors of Consent to Sublease -- Orange.County, California City- County Dock Property 0 Deputy PM 1002 -7 Sublease 21 Lower Newport Bay (The Jolly Roger, Inc.). January 30, 1973 INSTRUCTIONS AND TRANSACTION NARRATIVE RECOMMENDATION The Sublease and the Consent to Sublease have been approved As to form by County Counsel. The Auditor - Controller has reviewed the Sublease and has approved it as to audit and accounting. The Consent to Sub- lease is also recommended for approval by the Depart- ment of Harbors, Beaches and Parks and the Department of Real Property Services. INSTRUCTIONS 1. Make a determination that consent to this Sublease will have no significant effect on the environment. 2. Authorize the Chairman to sign the original and two duplicate copies of the Consent to Sublease. 3.. Return the two duplicates of the Consent to Sublease to the Department of Real Property Services for further processing. The original and remaining copies are for the Clerk's file and distribution. AUTHORIZATION Clause 10 of the Master Lease between the County of Orange and Newport Arches Marina, Inc., requires the County's prior written consent to subleases. COMPLIANCE WITH ENVIRONMENTAL IMPACT PROCEDURES The City of Newport Beach has reviewed the proposed restaurant project and has indicated that it cannot, or will not, have a significant effect on the environ- ment, and has granted it an Exemption Declaration. Also, the City of Newport Beach has determined that the development is in conformance with the City's General Plan pursuant to Section 65402 of the Government Code. Instructions and P14 1002 -7 Transaction Narrative Sublease 21 BACKGROUND Newport Arches Marina, Inc:, was granted a 44 -year lease on May 13, 1964, by the County of Orange for the development of a small boat marina and a five .story, commercial office building on a parcel con - taining approximately 2.4 acres of land and 1.7 acres of water area. The first floor of the building is divided into two uses, a bank (Centinela Bank - Sublessee) and a restaurant. The last restaurant .operation at this facility.was the "Boon Docks ", operated by the BBH Corporation. The "Boon Docks" restaurant closed in November, 1972. The attached Consent to Sublease, with the Sublease attached, is for the operation of the restaurant fac- ility by The Jolly Roger, Inc. The term of the Sub- lease, with renewal options, will coincide with the term of the Master Lease, which expires on June 30, 2008., The restaurant facility contains approximately 6,100 square feet. The proposed Sublessee, The Jolly Roger, Inc., is a highly experienced and well known company dealing in restaurant operations. The'Jolly Roger, Inc.'s financial ability.was investigated and found to be sufficient at the time a Sublease with them was approved for a restaurant at Dana Point Harbor. The officers of the Corporation have restaurant experience which would indicate the high probability of a sue - cessful operation at this facility. In reviewing the proposed Sublease, certain changes and additions were requested by County staff. Both Newport Arches Marina, Inc., and The Jolly Roger, Inc., agreed, to include these changes and additions in the Sublease. This was accomplished by Amendment No. 1 to Lease which is attached to the Sublease. y r- 3. 0 w" PAGgry� LOT • . Yy \ a zw Y•. ,v V NQ wA N K / E f -. ,Aji V A v c 4'�(�` \\ � woven �.aa rva.n 1 2A�f SCR f v w p LOWERr NEWPORTI BAY COVNTY DOCK PROPERTY JUL 241972 ny +he CITY COUNCIL v "r R"ZH E • MINUTES OF THU B!)ARD OF SUPERVISORS OF ORANGE COU::TY, CALIFORNIA July 11, ?972 Z/ /'j�, H- 1 (g) !N RE: AGRI- SEMIr:NT HELICOPTER LANDING RIGHTS - CIVIC 07777. 9 SEGERSTP,OM On motion of Supervisor Caspers, duly seconded and unanimously carried, the Chairman and the Clerk are authorized to sign the Agreement dated July 11, 1972, between the County of Orange and Segerstrom Center, giving the County the right to use the helicopter landing pad located on top of the United California Bank Building at 1010 North Main Street, Santa Ana, for a fee of $15.00 for each arrival and departure, GA 401 -271, Civic Center. The Orange County Information Services Coordinator is instructec to act as liaison between the County of Orange and the Segerstrom Center for purposes of scheduling helicopter landings by County officials aria to be responsible for verification and approval of landing fee claims submitted to cite i;ounry Auditor- Uontroller ror pa;ment. i The County Auditor - Controller is instructed to issue his ' warrants in favor of the Segerstrom Center upon receipt and approval r`_' claims submitted in accordance with terms of the Agreement. Said claims are to be approved by the County's Information Services Coordinator and are to be made payable out of Board of Supervisors General Account, Budget Unit 0140. IN RE: MODIFICATION OF LEASE CHANGE IN FISCAL ACC0 0TING YEAR OF NE'.-IPORT ARCHES MARINA, INC. CITY- COUNTY DOCK P 0RERTY LEASE On motion of Supervisor Caspers, duly seconded and unanimou --ly Ci3i'1'leU, the Chairman and Lhe Ciiak a�•a autitur_zed to sign t!-.2 i- cation of Lease dated July 11, 1972, between the County of Orange and Newport Arches Marina, Inc., changing the accounting year set In the original Lea - -e dated May 13, 1964, with Thomas A. Cox(and assigned to Lessee under that certain assignment of Cit - int•a_Dock Prop ^rtlr Le -.2? dated December 21, 1964),to coincide with its fiscal tax year to d simplify its accounting procedures, rM IOC2 -7, Lower Newport I .Of Pi4 PM 1002 -7 Lower Newport Bay MODIFICATION OF LEASE THIS AGREEMENT, dated this day of �K.ra[ , 1972, between COUNTY OF ORANGE and NEWPORT ARCHES MARINA, INC., hereinafter referred to as LESSOR and LESSEE, is made with reference to the following: W I T N E S S E T H: WHEREAS, a Lease Agreement was entered into May 13, 1964, between LESSOR and Thomas A. Cox, as lessee; and WHEREAS, Thomas A. Cox's interest under said Lease was subsequently assigned to LESSEE under that certain assignment of City- County Dock Property Lease dated December 21, 1964; and WHEREAS, LESSEE desires to change the accounting year from November 1 through October 31 to April 1 through March 31; and WHEREAS, this change in accounting year is acceptable to LESSOR; NOW, THEREFORE, it is mutually agreed between LESSOR and LESSEE that the accounting year of LESSEE shall be changed to fiscal period April 1 through March 31. This change shall be effective April 1, 1972. 12 062 1 IN WITNESS WHEREOF, the parties hereto have executed this agreement the 2 day and year first above written. ATTEST: 3 W. E. ST JOHN, County Clerk of 4 the County of Orange and ex officio Clerk of the Board of 5 Sup�r risers of/ Orange County 6 By �-Cm.¢J Deputy 7 8 APPROVED AS TO FORM: Adrian Kuyper 9 County Counsel 10 By f Q LESSOR COUNT OF ORANGE By G �!y hairman, Board ISBI�� %R €SOF THE ORIGINAL SIGNATURE FILED IN THE OFFICE OF THE CLERK. `Dated.- 11 APPROVED TO AUDIT AND ACCOUNTING: V. A...Heim Auditor - Controller 13 By M* T. McDoNALD 14 15 COMMENDED FOR APPROVAL: 16 Kenneth Sampson, Director of Harbors, Beaches, and Parks 17 By TZ-1 ti3ct1mSON 18 Stanley E. Krause, Director i9 Dept or al Property Pro�pertyServices 20 By f =-vs"sL LESSEE 21 POR2 HES MARINA, INC. 2'2 Q 23 By Vl�a e 24 25 26 27 28 29 30 31 32 23 -13 6.062 (The Attaching Clause need only when this endorsement is issued subsequent to tha- Dolicy.) sl LIABILITY G 169 ADDITIONAL INSURED (Premises Leased to the Named Insured) This endorsement modifies such insurance as is afforded by the provisions of the policy relating to the COMPREHENSIVE GENERAL LIABILITY INSURANCE MANUFACTURERS' AND CONTRACTORS' LIABILITY INSURANCE OWNERS', LANDLORDS' AND TENANTS' LIABILITY INSURANCE STOREKEEPER'S INSURANCE This endorsement, effective 2/8/71 forms a part of policy No. T% 5823320 (12:01 A. M., standard time) issued to NEWPORT ARCHES MARINA, INC. , ET AL by TRANSAMERICA INSURANCE COMPANY (� Premiums Bodily Property Injury Damage Liability Liability INCLUDED INCLUDED L9109 (Ed. 7-66) Designation of Premises Name of Person or Organization (Part Leased to Named Insured) (Additional Insured) 3333 AND REAR 3333 CITY OF NEWPORT BEACH W.COAST HIGHWAY NEWPORT BEACH, CALIFORNIA NEWPORT BEACH, CALIF. It is agreed that the "Persons Insured" provision is amended to include as an insured the person or organization designated above, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises designated above leased to the named insured, and subject to the following additional exclusions: The insurance does not apply: 1. to any occurrence which takes place after the named insured ceases to be a tenant in said premises; 2. to structural alterations, new construction or demolition operations performed by or on behalf of the person or organization designated above. AUTXENTIC ba nepica Insupanc up Z71-1 TRANSAMERICA ❑ WOLVERINE ❑ PREMIER ❑ CERTIFICATE OF INSURANCE W a CITY OF NEWPORT BEACH Date 2/8/71 o NEWPORT BEACH, CALIFORNIA J H � K Z W G? L_ J This is to certify that the following described policy or policies have been issued to QW NEWPORT ARCHES MARINA, INC. /EVERETT S.M.BRUNZELL P. 0. BOX 1627 RENO, NEVADA 89505 Location and Remarks: 3333 AND REAR 3333 W. COAST HIGHWAY, NEWPORT BEACH, CALIFORNIA 4!1.S ... nc. afforded onN for hazards fndiu +.d h. Y_ TYPE OF POLICY X* POLICY NUMBER POLICY PERIOD LIMITS OF LIABILITY (A)Standard Workman's Compensation and Employers' Liability Statutory Workmen's Compensation State of ------------------- $ Coverage B Limit (B)Genefat Liability Bodily Injury Hazards X T75823320 2/8/71/74 Premises — Operations $500,000. Each Person Elevators Independent Contractors $ COMBINED Each Occurrence Products Contractual $ SINGLE Aggregate— Products Property Damage Hazards X Premises — Operations I $LIMIT Each Occurrence Elevators $ Aggregate— Prem.Oper. Independent Contractors i $ Aggregate— Protective Products $ Aggregate- Products Contractual X ! i $ Aggregate — Contractual Collapse ]Yes [X No Explosion El Yes ®No Underground E] Yes [X No (C)Automobile Liability Bodily Injury Owned Automobiles $ Each Person Hired Automobiles Non -Owned Automobiles $ Each Occurrence Property Damage Owned Automobiles Hired Automobiles $ Each Occurrence Non -Owned Automobiles _ (D) her(describe) This Certificate of Insurance does not amend, extend or alter the coverage afforded by the above policy(s). It is the intention of the Company that in the event of cancellation of the policy or policies by the Co any, 30 Pdaysritten notice of such cancellation will be given to you at the address above. S 614 (9/691 ORIGINAL AOT": EORE PRESENTATIVE a. r� N O CONSENT TO MORTGAGE OF LEASEHOLD ESTATE bInr" se l i1GIw =W C3 RECORDED AT.MUEST OF FIRST AVER. TALE INS. CO. IN OFFICIAL RECORDS OF ORANGE COUNTY, CALIF. 8:00AM APR 24 1970 1 WYLIE CARULE, Count} Retarder Reference is made to that certain lease dated May 13, 1964, by and between the County of Orange, a political subdivision of the State of California, as Lessor ( herein called " Lessor " ) and Thomas H. Cox, as Lessee, covering certain real property situated in the City of Newport Beach, County of Orange, State of California, more particularly described in said lease, a copy of which was recorded on October 21, 1964, as Document No. 19870 in Book 7270 at Page 206 of Official Records of Orange County, California. 1. Said lease was amended by instrument dated October 2' 24, 1964, by and between the County of Orange and Thomas A. Cox, and by instrument dated June 8, 1965, by and between the County of Orange and Robert E. Harris and Everett S, M. Brunzell, and is hereinafter referred to as the " Lease." 2. By instrument dated December 21, 1964, Thomas A. Cox ( and Kathleen M. Cox, his wife ) assigned to Everett S. M. Brunzell and Robert E. Harris all of their right, title and interest in and to said Lease. By instrument dated December 29, 1964, the County of Orange consented to the aforesaid assignment of said Lease by Thomas A. Cox ( and Kathleen M. Cox, his wife ) to Everett S. M. Brunzell and Robert E. Harris. 3. Under date of October 21, 1965, Everett S. M. Brunzell and Robert E. Harris executed a deed of trust which was recorded on March 2, 1965, in Book 7856 at Page 595 of Official Records of Orange County, California, mortgaging the leasehold estate - I - -. I . r... . created under said Lease to Union Bank, a California cor- poration, to secure a loan in the principal sum of $ 270,000.00. By instrument dated February 23, 1966, the County of Orange consented to the aforesaid leasehold mortgage by deed of trust. 4. By instrument dated April 8, 1966, Everett S. M. Brunzell and Robert E. Harris assigned to Newport Arches Marina, Inc., a California corporation, all of their right, title and interest in and to said certain lease. By instrument dated September 6, 1966, the County of Orange consented to the aforesaid assign- ment of said lease by Everett S. M. Brunzell and Robert E. Harris to Newport Arches Marina, Inc. 5. Under date of December 11, 1967, Newport Arches Marina, Inc. , by its president, Everett S. M. Brunzell, and its secretary, Robert E. Harris, executed a deed of trust which was recorded on December 26, 1967, in Book 8475, at Pages 213, 214, 215, 216 and 217, of the Official Records of Orange County, California, mortgaging the leasehold estate created under said Lease to Union Bank, a California corporation, to secure a loan in the principal sum of $ 1,147,800.00. By instrument dated December 12, 1967, the County of Orange consented to the aforesaid lease- hold mortgage by deed of trust. 6. Under date of December 11, 1967, Newport Arches Marina, Inc., by its president, Everett S. M. Brunzell, and its secretary, Robert E. Harris, executed a deed of trust which was recorded on December 26, 1967, in Book 8475, at Pages 208, 209, 210, 211 and 212, of the Official Records of Orange County, California, mortgaging the leasehold estate created under said Lease to Union Bank, a California corporation, to secure a loan in the principal - 2 - sum of $310,20.70said deed of trust by ins *m* of even date subordinated to that said certain deed of trust as recited within (5) hereinabove and in satisfaction of that said certain deed of trust recited within ( 3 ) hereinabove. 7. Under date of September 11, 1968, Newport Arches Marina, Inc., executed a deed of trust which was recorded on October 14, 1968, in Book 8751, Page 299 of the Official Records of the County of Orange, California, mortgaging the leasehold estate created under said Lease to Williamsburg Leasing Corporation, a California corporation, to secure a rental agreement for restaurant equipment for the leased premises. Lessee proposes to hypothecate the leasehold estate created under the lease as follows: By a deed of trust, a copy of which is attached hereto as Exhibit "A" hereof, as security for the loan of Union Bank, a California corporation, as trustee and beneficiary ( herein referred to as "Bank" ) to Newport Arches Marina, Inc., in the principal sum of $1,147,800.00. Lessor hereby consents to the execution, delivery and recordation of the security instrument upon the following terms and conditions: 1. That the leasehold mortgage, by deed of trust hereinabove referred to in paragraph ( 5 ) hereof, shall, concurrently with the recordation of the security instruments, be fully reconveyed. 2. Except as herein otherwise provided, the security instrument and all rights now or hereafter acquired thereunder is and shall - 3 - •• 00 be subject to each and all of the covenants, conditions and restrictions set forth in the Lease, and to all rights and interest of the Lessor therein, none of which are or shall be waived by this consent. 3. Should there be a conflict between the provisions of the Lease and the provisions of the security instrument, the former shall control. 4. Bank may assign security instrument ( including the promissory note evidencing the aforesaid loan ) or any of them, without the prior consent of Lessor, to any other bank, insurance company ( or correspondent thereof )„ savings and loan association or other institutional lender. Except as provided in paragraph 6 hereof, Bank must obtain the written consent of Lessor prior to the assign- ment of any of the security instrument ( including promissory note evidencing said loan ) to any other person or entity not otherwise described in this paragraph. Lessor agrees that it will not arbitrarily or unreasonably withhold its approval of such assignment. 5. Lessor agrees that it will not terminate the Lease because of any default or breach thereunder on the part of Lessee if the holder of the promissory note secured by the deed of trust ( " Holder " herein ), within thirty ( 30 ) days after the service of written notice from the Lessor of its intention to terminate the Lease for such default or breach, shall either cure such default if the same can be cured by the payment of money, or, if otherwise, shall undertake to, and shall keep and perform all of the covenants and conditions of the Lease, including proceeding in a timely and diligent manner to cure the default or breach if the Holder shall proceed in a timely - 4 - and diligent manner o ( i ) perform the act or acts required under the Lease to cure the default or breach; or ( ii ) to foreclose or exercise its power of sale under said deed of trust. If said foreclosure or sale proceedings shall be subject to the leave of any court ( as in the case of bankruptcy proceedings ) and such leave shall have been applied for, but not obtained by the Holder, or if the foreclosure or sale proceedings shall have been enjoined by a court of competent jurisdiction, the Holder shall be deemed to be proceeding in a timely and diligent manner to cure the default or breach, nevertheless, if the Holder shall have made every reasonable effort to obtain such leave or to resist said injunction; provided, however, that if for any reason a sale or foreclosure is not completed within one hundred eighty ( 180 ) calendar days after the date of the aforesaid service upon Holder of the written notice from I:essor of its intent to terminate the Lease for default or breach, said Holder shall proceed in a diligent and timely manner to cure the breach or default as re= quired by subparagraph ( i) of paragraph 5 hereof. The obligation of the Holder to perform the terms of the Lease shall terminate upon the assignment of the promisory note secured by the deed of trust, or at such time as the leasehold estate of the Lessee's shall be sold upon foreclosure or by exercise of powe r of sale under the deed of trust, or at such time as the leasehold estate shall be released or reconveyed thereunder; provided, however,that if a default or breach of the Lease has not been cured at the time of said assignment .of, the note or sale or foreclosure or release or reconveyance of the leasehold estate, the assignee or purchaser or other transferee, as the case may be, shall, without further notice from lLessor, proceed in a timely andiligent manner to perform the act or acts required under the Lease to cure the default or breach. If the Holder or its assignee, purchaser, transferee or successor shall fail or refuse to comply with any and all the conditions of this paragraph 5, thereupon the Lessor shall be released from the covenant of forebearance contained herein. Any notice provided for in this paragraph 5 shall be delivered or directed .to the Holder at its address as last shown on the records of the Lessor, 6. Any foreclosure sale, sale under power of sale or other sale under deed of trust, ( except by assignment as provided in paragraph 4 above ) shall be, and hereby is, conditioned upon approval in writing of the purchaser or transferee by Lessor. Lessor hereby approves Bank as purchaser at any foreclosure sale under said deed of trust. Lessor agrees that it will not arbitrarily or unreasonably withhold its approval of a purchaser or transferee, provided that said purchaser or transferee shall evidence to Lessor financial ability and experience in the operation of a comparable or analogous facility, as well as good repute. After said approval, the transferee or purchaser of the leasehold estate shall thereupon and immediately assume the performance of and shall be bound by each and all of the covenants, conditions and obligations provided in the Lease to be performed and observed by the Lessees thereunder, In the event that Bank shall be the purchaser at the foreclosure sale under said deed of trust, Lessor agrees that it will not arbitrarily or unreasonably withhold its consent to transfer - 6 - . • Bti�'f ���c� P4GE a�i i +� by Bank of the leasehold estate created by the Lease to a third party, providing that said third party meets the standards set forth above in this paragraph for a purchaser or transferee. Lessor further agrees that Bank automatically will be released from any obligation under said Lease upon the assumption of said obligations by the third party, 7. Upon and immediately after the recording of said deeds of trust, Bank, at its own expense, shall cause to be recorded In the office of the Recorder of Orange County, California, written requests, executed and acknowledged by the Lessor, for a copy of any notice of sale under said deed of trust as provided by the statutes of the State of California relating thereto. Concurrently with the execution of this Consent, Bank shall furnish to the Lessor a complete copy of said deed of trust and the promissory note secured thereby, together with Bank's address.. 8. This Consent shall be recorded contemporaneously with the recordation of said deed of trust, in which event the copies of said deed of trust and Assignment attached hereto shall not be recorded, This Consent is conditioned upon the execution by Bank of the Acceptance and Agreement attached hereto and made a part hereof. J)ated: ��, , 1970, ..T J a VChafrma of the Board of Supervisors •0 STATE OF CALIFORNIA ss, COUNTY OF ORANGE so ipv 5.272 FryE 3155 On April 21 , 1970, before me, the undersigned, a Notray Public in and for said County and State, personally appeared Alton E. Allen known to me to be the Chairman of the Board of Supervisors of the County of Orange, California, said Board acting as the governing body of the County of Orange, California, Alton E. Allen Is known to me to be the person described in and whose name is subscribed to the within Instrument, and acknowledged to me that he executed the same on behalf of the said County of Orange as such officer thereof. WITNESS my hand and official seal. eeeseeNSeeNeNeNSeN MARILYN F. RECORD NOTARY PUBLIC• CALIFORNIA ° PRINCIPAL OFFICE IN ORANGE COUNTY l OITICIAL SEAL MY Cemmlulan bvru AuP 29, 1972 eHeNeeNleNeeeeNlN RECORDING REQUESTED Ee • UNION BANK AND WHEN RECORDED MAIL TO NM*' I Union Bank dear' P.O. Box 3100, Terminal Annex Add,ns Los Angoles, California 90054 rl"v a tlAttn: Oricclda Ferrell ;'a Rral Estate Lo,In DepL. a a —ij ABOVE THIS LINE FOR RECORDER '5 USE Deed of Trust and Assignment of Rents (Long Forte.) and Assignment of All Beneficial Interest Thereunder, This Deed of Trust, made this 30th day of December, 1969 between NhWPORT ARCHES MARINA, INC., a California corporation , herein called TRUSTOR, whose address is P.O. Box 1627 Reno Nevada 89505 and (Number and Street) (City) isms'.) l %ip (:ode) UNION BANK. a California corporation, as Tru<tee and also as Beneficiary. Witnesseth: That Trustor IRRFVOCAULY GRANTS, TRANSFERS AND ASSIGNS to TRIISTF.E IN TRUST, WITH POWER OF SAt.F., ail that property, including all easements and rights of way used in connection therewith or as means of access thereto in the city of Newport Beach County of Orange Stale of California, described as: 1 1, l'Xl{TBIT "A" A'I"1'ACHED HERETO AND MADE A PART HEREOF BY 'MIS REI'ERENCE CONSTSTING OF 2 PAGES. Tor; TI I LN wITll the wnlr, lawur., and pl ohin II rw"l, suluirT II"Wl.v I n, to IIV "'h I, parr r a141!Intl lrirllV Ile: cilLlllrr 1•i,rn I,, nrld , ;;sexed ulwo Ib nrlir luny In r„Ilrrl nuJ opply vnrh and pnd.l. p:iur I., ..np d.'faclt h,'nmu Irl: and un'Imhiu; all Iru J.!w; • uml 1n.pl,.y.-. on'o1, nnw ur br:r ahrr rherron, :old all appm'teanur rb, ed'vllw1tt• w'.11 'r and unlr•r right_, I ... mp+ +md I�n:npl ng plmll• U'A all -by,v A '1' 'k cri,Ir•uriog the -aim; ill ma, hioery, cgnipmenl, npphnnrr,; nlld liztmr, for gcn.'rmi,lg or d.:il Lulm:• un, w 't'-F. h• it, rk, I.:, ln, b; ;lu, lan•I err or for vonlikung or , ;ochry' I..Irpo,r, or i,•r 11:.. ...:h:.;on rnf ammo or . .I,, I. 1•a rite no,.....i ,.f dr. -1, rrl..•r ur galbege; nil wnll ueds, wall sab's, built in furlJntre and in?tallationy ahrlving, luckere, P:ulmunn, dnnr- splps. Nauh„ I irvatury, dump N.t.b'1 ;. 4"'on,r'l, NIII•lu rl' �Ilar }r'., ,eli, 11 ?I; hl.nd,l. tie!a fl Ctnrv,, flip, lwn,, < and brae ko.i nod b.nes b,r h„ y.. nk;, r., ;I:.. nn y,le ... k rl. •pr'rs 1.. 1, and la.rakrl, a'1 ern., linul,r:w, -"'pets, Plumbing, laundry urba and tiara, ice boars, refrigetalw , h.'..uug Iniln, am'r+, wmrr hl•awl,, in. irimralors, romrnnnirr ;on ,stems, all iostall'itinas for wbirh any such building is ,p ^,Niez!ly .b•aign••d end_._.-= -c-. —_..�� all ,d .aid item,, w'hel6rr nnw rnr berr inahr•r n. lulled. brim_ hereby der: m J In „ 1x.1 all hill pp, !- of Ilo• Ill ,J ..1 hru l..1 p.,rl +I the I.' all, . s,,I all tla ,,In 1,', im ...... I. ur ntl., r'laira r•r J. l,awl ill, !ii !.w� :wolarlk . r il' Nell ill lao in rglaty. al.'s,h'1'rn: br: I:.... ha, or may'hrl, all,:: s.qw: .... ....d n, I!w ,.ion "aid'I�"rin�r,y . in.' 1.rel!ir r.l a:.,•. ...::on, br r. tin p.: "A. EY.HIBIT A •• For the Purflove of Sect iriIi4, in �su, 1, order of I rimiIv a• Il,mrfirin re nmy rlrr t, 1 :r v Ili- nt of ( I ) the indrhtrdnes+ in the -um of 8 1 1 147 1SO11.00) evidn crd by that certain prumicronr Title of of date herrwith mAde by Trro-u,r, ddrvered to Beneficiary And payable to its ardor and any and all moditnaiinns, exten,mn+ or renewals theo•nf, whether h'•reafeer ovidooftol by rood note or otherwise; f'_'i intr,r,t cot .aid indrhir' Ties according to the arms of said prnmis=nry note: 131 all other hams, with rnieroo ea herein r`rnv(ded, Ire. r „mine .fun Mud parable uudrr the, pnni -inns brlrrif to'I'm,tee or IL ue6cian; ( .)) It"folmaure of r hh :end C', ;v rnndittrv, nbligati.,n, ens '•n ml. I• oloi.c t,1 Tic, rrrm•n1 r :.m tainrd herein, or in •aid none, ni it .ury liu„ ding I •ern Agri,nncuf tt l :ruse `a .ills in,(r.l,bdn, -+ rvdrnud b. ...sad tole, or in Tim > • :,.try ogonnwot or Deed of Tait at Arty ti m,• given I, .trim :un' rode Lpvin,•,. b, relo >o, ur, d nr anv pail dsen•nf: C'.) .nth MdJdimml =Tim: ssnh iuiem•d tbrrrmr a. may Ir lo-wafter borrnwrd h,m1 the Boom In a,sr, its .ill - -nr. nr n_siknv, by the then errand Oe'm"r or ortill1s of .aid prnpr rty s.ben evidrnerd ly annlllei prmnis+uq lusit- or n „te,, whirih air b) die to tilt, tlifu•of srrurxvl by this To Protect anti Maintain the Security of This Decd of Trost, Tnistor Agrees: (1) To keep such property in good condition and repair; not to remove or demolish a•y ii,provc, eat it ,,o., 1, mmpl, to or restore h,o:nplly and .n good aml wt,'Un.,moke limn r any improvement which may be LenalruCled, damaged or destroyed thereon and to pay when due all claims for tabor performed and mencrials bvnrshed therefor; to comply with all laws effeclog said property or reuvinng any alwasium or improvements to be made do :reau: no, to apnvoil or permit was,e thereof: to perform, in the rveril all or any potion of the above duscr.hed properly constitutes a leasehold estate beiongmg to Trustor, each end every oldlgaY,on of Trustor under the terms of de lease agreement relating to the demise of o - -ch nroperty; not Io commit, suffer or permit any air upon said property In violation of law; to cultivate, Irrigate, fertilize, fumigate, prune and do all other arts which from the character a, use of said property may be reasonably necessary, the specific enomeradons herein not excluding the general. (2) To provide, maintain and deliver to Beneficiary fire and other insurance policies in companies and form, content s -d term salisfaaory, to and with loss payable to Beneficiary, such delivery to constot to an amgnmeot to Beneficiary of all roturn premiums, The amount collected under anv fire or other Insurance policy may be rippled by Banef iary upon any Indebtedness N:cured hereby and in such order es Beneficiary eery determine, or at option of Beneficiary the anrire amount to collected or any part thereof may be released to Trustor. Such application o, rates” shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. (3) To appear in and defend any eoion or proceeding purporting to affect the security hereof or the right, or poo-uen of Beneficiary or T... steel and to pay all costa and expenses, including cost of evidence of ilia and attorney's fees in a reasonable sum, In any ouch action or pro - Reding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Decd of Trust. fv (4) To pay: at leas? ten days before delinquency all taxes and assessment, affecting said property, in <lud:ng assessments on appurtenant u water stock; when due, all encumbrances, charges and liens, wi'h interest, on said property or any parr, thereof, which appear to be prior or G) sup +riot hereto; ell costs, fees and expenses of this Trust;gR Y6d !XC :Mgg81(d(}SpC88Clflklapy;(to pay to Beneficiary in equal installments 00 the dry on winch monthly payments of principal and Interest are due under said note, sufficient funds (as estimated by Beneficiary from time to lime) to pay when due the next maturing taxes, essessmenh and hazard insurance premiums. When so provided it, :h sufficient funds, Benef'rcieryr. sh.•I! pay su:h taxes, assessments and haaa,d insurance premiums before delinquency. Anv excess over the emnvnt regvued for such purposes shall be held for future use, applied to any indebtedness hereby secured or refunded to Trustur at Beneficiary's option, Should Trustor fail to make any payment or to do env act as herein provided, then Beneficiary or Trustee, but without obligation to to do And without notice to or demand upon Trua'or and without releasing Trustor from any obligation hereof, may! make or do the mare in such manner slid to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said prop• erty for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, coolest or compromise any incumbrance, charge or lien which in rte judgment of either appears to be prior or superior hereto; and, In exorcising any such powers, pay necessary expenses, employ counsel and'pay his reasonable fees. (5) To pay immediately and without demand all sums so expended by Beneficiary Or Trustee, with interest from date of experdit :re at ten per cell per annum. (A) That any award of damages in connection with any condemration for public lose of or Injury to said property or any part thereof is hereby assigned and shall be paid to Beneficiary who may apply or release such moneys received by him in the same manner and with the same affect as above provided for disposition of proceeds of fire or other insurance. (7) That by accepting payment of any sum secured hereby after is due date, Beneficiary does not waive his right either to require prompt payment when due of all other sums so "cured or to declare default for failure so to pay. (B) That at any time or from time to time, without liability therefor and without Morita, upon written request of Beneficiary and presentation of this De rd of Tent and uid nose for endorsement, and without afloctiog the person.+) liability of any p arson fm pevnemt of the irdebteslness secured hereby, Trustee stay: ,tnao vey any pert of said property; consent to the making of any map or plat thereof; join in granting any easement thereon; or join In any extension agruement or any agreement subordinating the lien or charge hereof. (9) Thal upon written request of Beneficiary storing that all sums secured hc:eby have- barn paid, and upon son ender of this Deed of Trust and Said note to Tru•.tee for eatwellogo and retention and upon payment by Trustor of its fees, Trustee shall rernnvey, without warranty, the property then held hereunder. Ti Se recra!s in such re:onveyance of any maters or farts shall be condors.” proof of the vuthfulness thereof. The Bremen in such recooveyance. soy, be desrdbed as "the person or persons legally eraidrd thereto." (10) That Trustor hereby gives to and confect upon Beneficia.y the right, power, and, authndty, during the continuance of these Trusts, to collect the tones. issues and 'profits of said property, reserving unto Trustor the right, prior to any JefaVlf by Truster in p.iymenl of any indebtedness se,ure,l hrsehy or in performance of any agreement hereunder, to collect and retain such renh, issues and prnf.fs as they became due sod payable, Upon any such d •(silt 8e11efi.9ay may at any lime without nonce, erlher in person, by agent, or by a receiver to bo appointed by a count, and of uut regard to the adequacy of any secuhty for the indebtedness hereby sector, d, enter upon and take possession of s. d property or any pars thereof, in his own name sue for or on etwise collet ruch rents, issues and profits, i,,cludpng those post due and w:p.,nl, and apply fh,- same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness scouted hereby, and in such order as Beneficiary may determine. The entering upon and takinn possessions of said property, the collection of such rents, issues and profits and the application thereof as afunesaid, shall not cure or .vaive any default or notice of default hereunder or invalidate ury act done purw::,t :a N;ch notice., All leases new or hereafter affecting said property, including all oil end gas leases and other wbsurfare leases and the royalties derived there - fmm arc, hereby anigned and trac,f",ed to Beneficiary by she frustar, and Trustor hereby agrees and cuvem nls th.,t none of said leases will be mr.liLcd or tenuinved without file eoo".1t in writing of the Beneficiary. ( I I) That upon default by Trustor In payment of any Indebtedness secured hereby or in performance of any agrecrierst hereunder, Beneficiary may dedaro all soma secured hereby Immediately due and payable by delivery to Trustee of written declaration of default and demand for ale and of written notice of default end of election to cause to be sold said property, which notice Trustee shall rouse to be filed for record. Beneficiary also shall deposit will, Trvxtc • this Deed of Trost, said note and all document evidencing expoodaures secured hereby. After the laps of such time as may 'then he required by law following the recordation of said notice of default, and nonce of the sale having been given as than required by law. Trustee, without demand on Toaster, shall sell said property at the time and place fixed by it in said n.r,re of sale, either as a whole or in separate parcels, and :n such order as it may defermine, at pdbbc auctica to the higi -est bidder for cash in lawful n,nney of the Ur'.ted States, payable at time of sa'a Truant may post, o,e sale of ad or any portion of said prOprrry by public arnnu­ce- me,st at such time and place of sale, end from time to time fhefeafler may pos,om:a such sage by puh:i: ennouncem.nt et the rime fixed by Me w•",l postponement. Trisect shall deliver to such purchaser its decd convey -rig ,he property so sold, but without any covenant e, teen• :. express or imphed. Thor retiteb in such th"d.of any matters or facts shell be mri:Lnwe proof of the trwhfulness thereof. Any ixa,son, ridudej Trusbr, Trustee, or Beneficiary as' hereinafter defined, may purchase at such salts. After deducting all costs, fees and expenses of Truslae end of this Trust, including cost of evidence of title, in conrecVon with sale, Trustee she'd e;a'y the proceeds of sale n. Isis rnrnf lib all sums e.pended u"I., the terms hto, of, not th':n r, ba;.r, will ac s.•vf :r tv. s• of ten Per Celt nCr aimtm, all other sums then soil horahyl and the remainder, if any, to the person or persons legally entitled thereto. II the I -eJ ill Lust nr Tiny error sowed hen-by rrovid" for at rhrorrp• for prepayn.,m „I n „y ,•,debt, bursa sr: urr I I. r reby, Trustor log's,” 1., p.,y amd shrine ,f Ally ill "id or. lebb•dir,ss xhatl'he paid prior b, Ih, date nhen•cf sr.drd in said mite or this Used of Truxl, even if and notes Ih- :rmdhvl Inenrr -',all five d, iauhed in paymrrn Iheicol, or lot pedwor to of anv ngicernent hcrewrder, and to ter iary, by reason thereof, sha11 hats rL slarrl ill sums retired r.e reby immedinWy due Aral pay.,ble-. (12) That if the Trustor, pr env subsequent owner of the property covered hereby. shall Occupy said property, or any part thereof, after any default in pnvment of any amount secured by this Deed of Trust, the Trustor, or such owner, shall pay to the beneficiary in advance on the fat day of earls month a reasonable rental for the premises to occupied, and upon failure to pay such masonebla rental, the Truster, or oath owner, may be removed from said p "ml "s by summary dispossess prop>edings or by any other eppropriate action or proceeding. 4 (U) BerseBciary may from time to time, by Instrument in writing, u,h.lput* a successor or successors to any Tivrrae named heroin or a.teng ha•a.nder, wl,',1, instrument, executed and: acknowledged Far eah and recorded in the office of the recorder of he really or coval :e, sale,, said property is ..fueled, shall be conclusive proof of prop*, sub +hrulion of such successor Trustee or Trustees, who shall, wehout conveyance Irom the Trustee predecessor, succeed to all its title. estate, rights, powers and duties. Said instrument must contain the name of the orlgind Trutto,, Trustee end Brne f: iary Imroundea, the book and page wi le; a IN Dead of Trust 4 reend,d, an,I the nastill and std dress of Ito r:cw Tn•,?ay. If no, ice of daIauTI ,hall have been recorded, this power of substitution cannel be exercised until after the costs, fees and expenses of Ibe their a :nng Trustee shell have Lyrn paid to such Trustee, who shall endorso receipt thereof upon such ms,rumerrt of substitution. ,. (1 *) That any Truster who is a married women hereby expressly ayees that , M separate may he had against r perate property, but w�tLodl hereby crcatiny any I:ep or charge thereon, for any deficiency alter sale of the property hereunder, 'See Belot.. .. win 415)/ }SYfi ltltsroYYL15TIrtidpxAC Xet}iYoY}}ceutlK76WBifrtetiSafs sdidfas`SafWCfssffY7f�K Ymarru Y!{wfuaitf,`'LONIS: rfs�`f>1fi+NUa:xat :4J:ai'fpic �t ! 16) The BeneBNasr nay collect a "late charge" not to exceed an amcunt equal to four per centvm (4•,) of any installment which is within fifteen ( 151 days from the date thereof to cover the extra expense involved in handling delinquent paymenn. ( 171 That Il:o plead;,,, of any statute of limitations as a defense to any and all oblioations secured by dris Deed of Trust is hereby In the full ,,tent p,rrnissrble by law. par Id 1 IB) Tluir this D. „d of Trust applies to, inures to The benefit nf, and bindi all part;” h,rnv+, tbmr brill, le9nloes, devisees, admPni,trators, ar„aas, v.. n•ssnrs . nr1 nav\)lia. The trips Beneficiary shell mom On- nwnrr, and LOIJor. imludiug pledgees. of tl,r close sr• ..red Inueby, whether or nor r.ii r. if its Ihriefriary bwr,in. In this Deed of Trust, whenever the i -eau "t so mrl.nes, the Or axufine gender includes the ceminirx and,'o, newt,, ar,l she. smqufu nnmber inchidcs the plural, (19) That Trustee. accepts this Trust when this Deed of Trust, duly oxvrnfed and acknowledged, is made a pnbiic rermd as provided by law. Lnstee n not obligated to notify any party hereto of pending sale ender any other Deed of Trust or of any action or pro - ceding in which Trrslor, Bcncfiriary or Tet:atee shall be a party unless brought by Trustee. (20) To pay Beneficiary for each and every beneficiary +t5,emrnr furrrshed at Trustor's request the maximum fee allowed by low pursuant to Section 1947 of the Civil Code of California and all amendments +hereca, the provisions of which are incorporated f.erein by reference and made a part hereof. Such fee shall be computed as of the Time said s:element Is furnished. (21) That should Trailer, without The consent in writing of the Bem,fid,rv, voluntarily sell, lease, ban -,ter or convey his interest in the prop. eny or any rant thereof or any interest therein, or if by oprralion of law. n he sold, transferred Or conveyed, then Beneficiary may, at its opuon declare all sums secured hereby immediately due and payable. Consent to ono such transaction shall not be deemed to be a waiver of the right to ,equine audr consent to future or successive transactions. (22) That in the event of the passage ef-er the dale hereof of any law of California deducting from the valve of reel properly, for taxation put• poses, any lien thereon or changing In any way the law, now in fora for the taxation of Deeds of Trust or debts wrured thereby for State o, local purposes or the manner of tiro solleoicin of any such taxes so as Io sBect this Deed of Trust or note, the whole of the principal sum secured by this Deed of Trust, together with accn,ed interest thereon, at the option of the B,nefic9ary, wishout demand or notice, sh.rll immediately bKOme due and payable, (22) Truslor hereby waives the provisions of Serlion 440 of tiro Civil pro -,done Cale of Celdmn:a and all amen lmmb thereto. (15) *That Trustor shall furnish Beneficiary annually within 90 days of the close of each fiscal year of Truster, audited operating statements concerning said property which shall show, in such detail as Beneficiary may require, all income and expenses of said property, including annual rent rolls. SEE EXHIBIT "Brr ATTACHED HERETO FOR PARAGRAPHS NUMBER 24 Am) 25 MADE A PART HEREOF BY THIS REFERENCE. The undersigned T,ustor nequests that a copy of any notice of default and of any notice of eta hereunder be mailed to him of his address here. inbelare set forth. ident vgtoy 1 ��-.- eanne M. Sich, Secretary :t sir ..........e.1 [ Il l: 4II' 1' \I Wilt Vt T Lin \'I'1 ,IF ' •� �. � •�� '" �. .. tall,• np•. IIL. . :.r.l .lust,., 1. . \.clan I'nl :i.. ur .... i- ,n.. r• ,i.lia .,hl. .d E%r rc:tC S. P1. Iirunzeli _,. Jcannc TI. Sick .,i,•I. it li••ruP••n II,. sli.n '.1— uteri 11... c. ;'Inn v:.., 1,' i per...,. \, ,.,. ,I "" rl . is lllull .,II 1, ............ li. ......... 4 .son. . "l 1 ly. l - •. :.r I�r IIIIrYII �� .;, ....: ' • � . ,Tar, mar Her ,.A...I n..t. , .t .. al+ ASSIGNMEINT OF DEED OF TRUST C FOR VALUE RECEIVED, the undersigned hereby assigns a—.— _ _ _corporation, all beneficial interest under this Decd of 'crust, together with the note referred to, the money due or to become due thereon with interest, and all rights accrued or to accrue under this Deed of Trust. Dated —_ VNION BANK .. .._.__ Dire l'rr..ilL•nt STATE. OF CtLIFORNIA SS. COUNTY Oli LOS ANIULLES ))) Iwfnn• nte, the undrrc:gowd, a Noty, Public in tad f..r -...•I t'.nul I, mud Slate, prl.un.dly r.p u.�.l .. _ _ tnnwn to nIr Io L.• Ihr ._ C ... 1", I,ir•td 4 ihr l:m pnretinn IL.rt . ,..'a... Ih, uitl.in insl mea n. Lunen to Inc o' Lc III, prr.nn uhe rvv "Ied Ihr o.dl:n in -O nno'nl ...I brhnIf ..I Ihr 0. 11 at unl thel air na r,,, , ! . o. In. I11.1t -11.11 e.olpn•at ant eerru led the uithln lu- t.umnll p „I =uaut to a. k 1L "' u. .. n- ,'Imam .,1 II, heard ul ditwo.,.. N I I Nt> ❑ m? Itmid and aflicial .cal. Notary Public in and /or said County and Scare DO NOT RECORD REQUEST FOR FULL RECONN'EYANCE To be eyed only when note has been paid. TO UNION BANK, Trustee: Dated — __ —_ Thr• undersigned is the legal owner and holder of all indrhtedre =s secured by the within Deed of Trust. All sums seemed by raid Derd of Trust have been fully paid and satisfied; and you are hereby requested and direetcd, on pay. mein to you of any sums owing to you under the terms of mid heed of 'first, to caurrl all evidences of indebtedne7u, secured by said Deed of Trust, delivered to you herewith togr1her with said Deed of Trua, and to reconvcy, widtnut warranty, to the parties designated by the terms Of said Deed of Trum, the estate now held by you Under the same. MAIL RECONVEYANCE TO: - - -- - -- - - - - - - __ .- I By. - - - Do not lost or dowry this Derd o/ Trust OR THE NOTE whirh it secures. Ruth mart be u, rrrndrrrd n. Tne.vre lur rfin, rll.v %rn u^d r, rrntiors hr/.m n...n"ryes. 11:11 be rn..Jv. a m i O I —1 OI x I C N y y T � I I W 66 I I i I i 1'sN I I I f I I I O I I I I I I . ITI 1I1 I j J tz MMMM l I 1 v !�.•n 1.;11,!, •hl =. nn t••, "i 1,: ,)...d of Iru - i .-••: v. ie'_ :... ^o•..11 u: -I b., ... , rro till,. r - :1 0, t�isdre for cancellation and n:tentiou At n• rP�on,,vyirnLv will I..• made. Lunn N.uml, q NOTE SECURED BY DEED OF TRUST (EXISTING) Los Angeles Caliri.rni ;t ___.December 300 .1969 (City) II)urr) For_ctdue re•reived. the undcraigned, jointly ariel severdly, prumi,.,e(.i) to l,:q to the: ,. H,I of UNION BANK at it . :rl'tirr. at 445 South Figueroa Street .___ _ _ _ ___ •_ ,n lhi. , it > -. or al .such other Idn( t• a:• the holder of this note nnty from time to limo to v.ntu;g. Ih. principal gun of QNE,.MILLION ONE HUNDRED FORTY SEVEN THOUSAND EIGHT H[TN_DR_E_D AND _N_0 /100THS -- 1,ollan= logethcr with inlrrc : :t from dnlr hrn•of ou the unpaid principal :.mount her of .lit the r.0 ot'- _Eight = _ -_ _._ ":.I per annum. Priueipal and intvrv.�t .shall b:• in ntnnlhly iust:dmrmt,: of UTNE- MMSAND.. SIX.. HUNDREA ._IMENT.Y_AL1ll..PI4 /1.00�S-___ ---- - ° -- -- - mall;.:: 1 __9,620.00 ._) each on the fir.;t clay of ourh month commenting with the first day of February _ _ 1!1__70 and continuing until the principal and interest are fully paid, except that ill( final payntnnt of principal and intone =t, if not sooner paid, shall be due and payable on the first day of January.__, Ill_. 90 k:ach Payment shall be credited first to interest then due and the remainder to principal. If, 'on the due date of the first instalment of principal and interot =.t, interest is due and accrued for a [wriod of men -, or los.., than one munch, the amount of said instalment shall be increased or decreased to the extent that the :unount of interest du, and m- crued exceeds or is less than one month's interest. In addition to till• n•quired payntonte, thr undervlynod shnl! have Ow nan- -ti n iloli•. :• ri!plit to propae ;.rinripal un any iu.ctulrn, l paynuml :hLte of prim Ipid anal inlnrr•nt, upon thirty (Rol :Lw..' wn 4cn molt, IJU•n of, ,w follow::: a) In amounts equal to the principal portion of one or more succeeding instalments, but not to exceed $11.4,730.00 in any year measured from two (2) years from the state :lcrcof; Ch is privilege is not cumulative. b) After the first five (5) years so measured in amounts equal to such principal portions in excess of $114,780.00, or in full, upon payment of a bonus of three percent (3%) of the additional amount so paid in excess of $114,780.00 during the sixth (6th) such year, two and one -half percent (2 = %) during the seventh (7th) such year, and two percent (2%) thereafter. No nnrtial prouavment shall affe,t the ohlignt.loa of the tmdc,lourwd to pay Ili- nt -v! ,tn!1 �r!b.rquenf l+•gular in• ,st:dmen Lr, paynhlr lu•rounder until the entire halanre of printiltal and intro•: t shoji hnvr bet❑ paid in full. I'lie term "loan year•' is defined as any peril :l of one year on the du.- fail- on Ili firA in.ttluu•nt cf I ri! :- -ipal and interest or cnuy anttiv« ra:ry of surh datt•. Should dofaulf ht• mode in th.• payment of prinriptil or iulr•rr�t when Due or in tilt• pt•rfurmutwo w1u n due• of ally oI th.• lrrinn, c rvi.uanu. or (audition., of :env drod .,f tru: 1, orrurity ugr::c uu•ot or otht•i ai,n-i- int-nt (iuo lnditut amends; nl. imd exlr}u ;isms thrrrofl :wcuring Ihi.+ non•, I,ll" uupnid bid; a ,. of principal nuviu� l :rroundrr .•:hall. ir- r,•�pectivo of whether or 'uol th.• holder huroof rxorcim- it r option to tli•- n,.;tarH,% of Ih:. mot.- he r,•t- ::un of ,much default, lhoreafter bear interest while .u,,h drfaull eontinuts at the rali of ;r• ;; tit( Ill ' ;)por:omum. In the event of such default, the entire balance if principal and accrut•d inlcrem�l :lion it ataim!1a unpaid shall. :Lt the option of suoh holder, become immediatel} due and papable. No delay or omi..r =ion on th,. part of the hohi,r hereof in exercising any right hereunder Or under any such deed of trust, ..,ec urit} agr.:enn•nt or other aereernent :hall operate as a waiver of such right Or of any other right under this now or uml••r tury <uoh domed of tru =t se• u- rity agnDemunl or Other agreement. In no rt eat shall interest arcrur' or be payal,le heroon or under ar.p .auf:ll dcrd if Ir : :, r, curd or other aercemenl in rxress of the maximum amount of interest permilled on this den•• h:•reol by tho laws Of t.hr St ve or California. If this nole is not paid when due, whether at its c:pet ified Or a,:uelereted 'n snit ,y drat •. the under.,igued aL -o prumise(t ;) R> pay all , o',ts Of collection, inoluoin_, but not Ilu lied to, re;L�:•nablo altomi,y,.' fr•r:= incurred Ly the holder hore•or on acrotm! of 'ooh collection, whether or net suit i,: filed herr•ou. Principal and inter.r;;t shall L.• payable in I.uyful money of the United .halo.. 'I [it nudocw fined waive!:.t the dufort.;o of the statute c,r limituliuns in any anion an this. little. 'I'hi:c unto• i.•. :,rrrrod by n d,-ted of tru.it to UNION RAVE, .t Calirornot fru,,Ire and .I;.tll 1... guye•rnod and enn.:trut in at (.nrd:u. v)th t'nlirurni;t Inw. ( r' P1Lrr11StliL.3RC' 3.iMARINA 11..INc!, a CaLilor:uia corpvr_ttion (SI- AlL.). ... _ Everett S. M. Brunzell, President / t , 7canne M. Sioh, Secretary ( S S Pz;Le •1 of Legal Description attached hereto as Exhibit "A" and made a part hereof by this reference. . The leasehold estate created by that certain Lease dated May 13, 1964, executed by and between the County of Orange, a political subdivision of the State of California, as Lessor,. and Thomas A. Cox, as Lessee, for the term commencing on the date of execution and continuing to and including June 30, 2008, upon the terms, conditions and covenants provided therein, recorded as Document Number 19870 in Book 7270, Page 206, Official Records of Orange County, California, as modified by an instrument declaring a Modification of said lease recorded December 26, 1967 in Book 8475, Page 184 of Official Records, which was assigned by Lessee, Thomas A. Cox (and Kathleen M..Cox, his wife) to Everett S. M. Brunzell and Robert E. Harris by instrument dated December 21, 1964, and further assigned by Everett S. M. Brunzell and Robert E. Harris to Newport Arches Marina, Inc. by. instrument dated April 8, 1966. Said Leasehold estate created by the aforesaid lease covers that certain real property more fully described as follows: _ All that certain land situated in the State of California, County of Orange., City of Newport Beach, described as follows: _ All that certain property situated in Section 28, Towmship 6 South, Range 10 West,'S.'B. B. &, M. and more particularly described as follows: Parcel 1. Beginning at a point on the Westerly line of Lot L of Tract No. F 919, as said tract is laid out and showm upon a'Map recorded in Book 29, pages 31, 32, 33 and 34 of Miscellaneous Maps, records of Orange County,_ California) said Westerly line bears North 11° 57` 35" East, said point being distant 60,00 feet measured along said Westerly line of Lot L and Northerly of U. S. ' Bulkhead Line between U. S. Bulkhead Station No. 128 and 128A, as said U. S. + Bulkhead Lines and Stations are laid out and shown upon a map titled "Harbor. Lines, Newport Bay Harbor ", approved by the Secretary of the Army, February 15, 1951 and on file in the U. S. District Engineer's Office, Los Angeles, . California, e radial line through said points bears North 25° 001 East; thence Westerly along a curve concave to the South and having a radius of 480 feet and a central angle of 460 161 4611, an arc distance of 387.71 feet to an Intersection with the aforementioned U. S. Bulkhead Line lying between U. S. e Bulkhead Stations No. 128 and 227B; thence Northwesterly along said U. S. Bulkhead Line a distance of 49.27 feet, more or less, to the Southeasterly corner of Parcel No. 2 of that certain' easement described in deed to the State of California from the City of Newport Beach, recorded. October 17, 1956 'in Book 3680, page 54 and dated October 17, 1956, Official Records of said Orange. County; thence Northeasterly along the Easterly line of said last mentioned Parcel No. 2 to an intersection with the Southeasterly line of Parcel.No. l described in deed.to the State of California from the County of Orange, recorded October 17, 1956 in Book '3680, page 50 and dated October 17, ,1956, Official Records of Orange County; thence Northeasterly along the ` Southeasterly line of said Parcel 1 to the most Easterly corner of said parcel; thence Northerly along the Easterly line of said Parcel 1 to an inter- section with the Southerly line of that certain parcel of land described in i deed to the State of California from the County of Orange,. recorded June 29, 1 1929 in Book 293, page 158 and dated June 29,1929, Official Records of t Orange County; thence'Easterly along the Southerly line of said last mentioned t parcel of land to an intersection with the Westerly line of the afore- mentioned Lot L of said Tract No. 919; thence South 11 °.571 35" West along the Westerly line of said Lot L to the point of beginning. Parcel 2. All that parcel'of land lying between the Southerly line of Parcel 1 as described herein and the U. S. Bulkhead Line between Stations 128A and s 227A as aid U. S. BLil mead Lines and Stations are laid out and shown upon a may, titled " Harbor Lines, lra,roort B Harbor", ti_,proved by the Secretary Of the Amy, February 15, 1951 and on file in the U. S. District Engineer`s Office LOS 6r eleS Colif ^nip anc 1_y4-- �Testnrl: f he t.•esterly l 2 of LOO L of 9.1'3:: �J.:J. 910 'G ..hG :fCl U:::Jn e^. '"d o,!: ,7 32, 33 end 34 of I- Uscalianeous Plans, records of Orange County, California EXHIBIT A ' /I t f i 'Pzge•2 of .Leval Description attached hereto as Exhibit "A" and Dade a part hereof by this reference. • .� :Parcel 3. Beginning at the U. S. Bal.khead Station No. 227A as U. S. Bulkhead Lines and Stations are laid out and shown upon a map titled "Harbor Lines, Newport Bay .Harbor", approved by the Secretary of the Army, February 15, 1951 and on file in the U. S. District Engineer's Office, Los Angeles, California; !thence Northwesterly. along the Northwesterly prolongation of the U. S. Bul-k- thead Line between U. S. Bulkhead Stations No. 227A and 227B in it direct line to the Northeast corner of that certain parcel of land described in deed to the State of California from the City of Newport Beach, recorded June 21, 1955 in Look 3111, page 125 and dated JLLne 12, 1955, Official Records of Orange County, California; thence generally Southwesterly along the boundary of said . last mentioned parcel to the most Southerly corner thereof; thence Southwest- erly along the Southwesterly prolongation o£ the Northwesterly line of said per of land to an intersection oath the North Channel Reservation Line as recorded in Book 162, page 1 of Official Records of said Orange County; thence Easterly-along said Channel Reservation Line and its Northeasterly prolonga- tion to the U. S. Bulkhead Station : ?o. 226A as said Bulkhead Stations are ° laid out and shown upon a map titled "Harbor Lines, Newport Bay Harbor "; #thence Northeasterly along U. S. Bulkhead Line between U. S. Bulkhead Stations .._No. 226A and 227A, a distance of 85.88 feet; thence Northeasterly in a direct :line to U. S. Bulkhead Station No. 227B; thence Northwesterly along U. S. Bulkhead,Line to tT. S. Bulkhead Station No. 227A the point of beginning. Parcel 4. That portion of Block 1 of Irvine's Subdivision, as shown on a Map recorded in Book 1, page 88 of Miscellaneous Maps, records of Orange County, California, and of that portion of the East half of Section 28, Township 6 South, Range 10 West, S. B. B. & M. according to an official plat of said land ;filed August 4,'1890 in the District Land Office,, described as follows: Beginning at a.point on the U. S. Pierhead and Bulkhead Line between U. H. Bulkhead Stations No. 227 and 128 as shown on a map dated March 20, 1936, File No. 958 on file in the U. S. Engineer's Office, Los Angeles, California, ientitled "Harbor Lines Newport Bay harbor, Cafornia ", distant thereon South 790 02' 20" Ea li East 11.95 feet from said Station No. 227; thence continuing South ',79° 02'_20 "East 38.39 feet; thence North 15° 14' 50" East 2;-7.14 feet to the ,Southeasterly line of Parcel 1 of the deed to the State of California, re- corded October 17, 1956 in Book 3680, page 54 of Official Records; thence 'Southwesterly along said Southeasterly line to the point of beginning. s k i lialiibit "d" atLaehed hereto and mnd.e a part heryol" by Lhis�rct,!rencc• to the heed of 'trust QN4 Weember 30, 1969 executed by NI1J1'ORT ARCHES PURINA, INC., a C;tlilurnia corporation. (241 That any default in the perturmauce or observance of any of the tens or conditions of that cerLain lease dated Ptay 13, 1944 by and between the County of Orange, a Political subdivision of the Stale of California as lessor and Thumas A. Cuff as lessuc, Recorded on December 21, 1064, in I1ouk 127% Page 2206 of official Records of Orange CuuuLy, State of California, as codified by an instrument declaring a Modification of said Lease rocorded December -'o, 1787 in nook 8475, Page 184 of official Records of Orange cbunLy, State of California, assigned by Thomas A. Cox to Everett S. ?l. lirun•r.¢1l And Robert Ii: Harris, becember 21, 1964 and further assigned by livered S. M. I;rnnzell and Robert E. Harris to Newport Arches Marina, Inc., a CalLturnia corporation, April 8, 1966, shall constitute a default hereunder, (25) Any default under the Note dated Deceotber lE 14r,7 in the pt•incLpal amount. of 5310,241.75 with interest at 74 per annum made by Truster to liuneficiary, or under the lk•ed of Trust and Assignment of Rents securing; the same on the within leasehold estate and covering the within property shall likewise be deemed to be a default horeunder. EXHIBIT B Nf1JPogT ARMS lJrNA, a G`lifornia corporitir.o IiY:X� ! i vI ,c Pn•crctt S. M. Bronze 11, Prvotaint cannc M. Sich, Scctet.ary FAGE 1 ACCEPTANCE AND AGREEMENT UNION BANK, a California corporation, as Trustee and Beneficiary under the Deed of Trust mentioned in the foregoing Consent to Mortgage and Assignment of Leasehold Estate in its own behalf and for its suc- cessors in interest, and with and for the benefit of the Lessor named therein does hereby approve, accept and agree to be bound by each and all of the conditions, covenants and acknowledgements set forth therein. DATED; April 8, 1970 STATE OF CALIFORNIA ) J COUNTY OF LOS ANGELES j Bj'' %1 1/�l / /ryry�By: X ss: V!/ I V N M. Workman, Vice President On April 8 , 1970, before me, the undersigned, a Notary Public in and for said Stpte, personally appeared Gilbert F. Radzat and Lois M. Workman known to me to be the Vice President and Operations Officer , respectively, of the corporation that executed the within Instrument, (known to me to be the persons who executed the within Instrument on behalf of the corporation therein named), and acknowledged to me that such corpora- tion executed the within Instrument pursuant to its by -laws or a re- solution of its'board of directors. WITNESS my hand and official seal. .......... .._ / ..._. m . OFFICIAL SEAL ELEANORE BARER t: NOTARY PUBLIC• CALIFORNIA iy. PRINCIPAL OFFICE IN LOS ANGELES COUNTY My Commission, Expires January 31,1971 1 2 3 4 5 6 7 s 9 10 11 12 13 14 w� 15 �o Wg� 4 16 0 > � Z Z ova oa 17 IN 19 20 21 22 23 24 25 26 27 28 29 . 4N f v' °` RESOL PaO�AF OF -'M4E' A"46 OF SUPERVISORS ORANGE COUNTY, CALIFORNIA ❑ April 21, 1970 On motion of Supervisor Allen, duly seconded and afri-e48", the following Resolution was adopted: �(�) WHEREAS, the County Counsel in a letter to this Board dated April 14, 1970, has recommended that this Board take the following action with respect to the City- County Dock Property Lease: NOW, THEREFORE, BE IT RESOLVED that this Board does hereby I approve that certain document entitled CONSENT TO MORTGAGE OF LEASEHOLD ESTATE and does hereby authorize the Chairman to sign the aforesaid Consent, and to sign the REQUEST for NOTICE with respect to the Deed of Trust approved under the aforesaid Consent. AYES: SUPERVISORS ALTON E. ALLEN, WM. HIRSTEIN, ROBERT W. BATTIN, DAVID L. BAKER and WILLIAM J. PHILLIPS NOES: SUPERVISORS NONE ABSENT: SUPERVISORS NONE STATE OF CALIFORNIA) ) ss. COUNTY OF ORANGE ) I, W. E. ST JOHN, County Clerk and ex- officio Clerk of the Board of Supervisors of Orange County, California, hereby certify that the above and foregoing Resolution was duly and regularly adopted by the said Board at a regular meeting thereof held on the 21st day of April, 1970, and passed by a unanimous vote of said Board. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 21st day of April, 1970. Resolution No. 70 -419 Approval of Consent to Mortgage of Leasehold Estate City- County Dock Property Lease Newport Arches Marina, Inc. W. .E. ST JOHN County Clerk and:'ex- officio Clerk of the Board of Supervisors of . Orange County, California I i\ a1 m 0 1 2 3 4 5 6 7 8 9 to it. 12 13 -14 15 I 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 RECORDING REQUESm d C_ -'ac 1 5057 Beneficiary -- MID WHEN RECORDED MAIL TO Office of Orange County Counsel P. 0. Box 1379 Santa Ana, California 92702 ant mad BOOT( 9273 PAGE 74 FREE RECORDED AT REQUEST OF FIRST AMERICAN T111 INS Cg_- CZ IN OFFICIAL RECOMS OF REQUEST FOR NOTICE Under Section 2924b Civil ORANGE COUNTY, CALIF. ;5p-!_M APR 24 1970 I. WYLIE CARLYLE, County Recorder In accordance with section 2924b, Civil Code, request is hereby made that copy of any Notice of Default and a copy of any Notice of Sale under the Deed X�CXI9i as Instrument No. 14150 if Trust recorded on April 24, 1970 , e°s= r1LI Official Records of Orange County, lifornia, and describing land therein as: SEE RIDER ATTACHED HERETO AND MADE A PART HEREOF. ted by Newport Arches Marina, Inc., a California corporation, as Trustor, in which Union Bank, a California corporations is named as Beneficiary, and Union Bank, a California corporation, as Trustee, be mailed to the Office of the County Counsel, County of Orange, at P. 0. Box 1379, Santa Ana, Calif a. Dated:�e 1970. �� g v. r ?....p.rJ ..•_ -t tom,'; ALTO E: ; ALLEN Chaismari %3 :.he Board of ryisors STATE.OF CALIFORNIA ss: 1, ...... �, COUNTY OF ORANGE ) t On April 21 . ,.1970, before me, the undersigned, a Notary Public in and for said County and State, personally appeared Alton E. Allen known to me to be the Chairman of the Board of Supervisor: of the County of Orange, California, said Board acting as the governing body of the County of Orange, California. Alton E. Allen is known to me to be the person described in and whose name is' subscribed to the within INSTRUMENT, and acknowledged.to methat he executed the same on behalf of the sai County of Orange as such officer thereof. WITNESS MY HAND AND OFFICIAL SEAL. ffo%aryGFub11C In bnd tor said County and State NeOeeeeeee0e0e0o4eeeeee�0eee: . MARILYN F. RECORD NOTARY PUBLIC -CALIFORNIA PRINCIPAL OFFICE IN ORANGE COUNTY ORICIAI ,AL Mlr Commialen 1.pir., A.,. 29, 1917 .. .. NNeNeN��NeeNOeeN�NeN WF UNITED P ACIFIC ANCE I A MEMBER OF UNITED PACIFIC INSURANCE GROUP HOME OFFICE: TACOMA. WASHINGTON u� �acEacr, COMPANY sum NEwronT etvo.. newronr nc Acn c.tur rzga P.O. Drawer 1817 •Planes: 629.2328 and 613 -5060 CERTIFICATE OF INSURANCE This is to certify that the following policy of Insurance, covering as stated, has been issued by the UNITED PACIFIC INSURANCE COMPANY of Tacoma, Washington, and is in force as indicated: This Certificate No. is evidence of Policy No. CLIP 4792 , and is effective I], -1 X05 and expires 11 -1 -�6 i9 policy, (Month- aY -rear) 1T at the hour designated in sold olic issued to (Month -Day- <aq THOMAS A. COX and /or ROBERT E. HARRIS and EVERETT S. M. BRUNZELL by the UNITED PACIFIC INSURANCE COMPANY. (Name or Insured) ADDITIONAL INTERESTS (Only items marked X are affected by this endorsement.) INCLUDED It is agreed that in consideration of a premium of S (6nler amount -a 'Included•, 'e heresT, 'to be determined by audit', ate.) 1. The below name is (are) included as an X� additional Insured: D named Insured: (see note beloi The City of Newport Beach 2. 3ut only as respects the following: SUBJECT OF INSURANCE COVERAGES AMOUNT OR LIMIT As respects provisions of that certain lease made and entered into the 13th day of May, 1964, between the County of Orange, a political subdivision of the State of California, lessor, and Thomas A. Cox and /or Robert E. Harris and Everett S.M. Brunzell, Lessees. 1 Then Owned by — _ — (Entername -or - hint, 'them','it) 3. While: Maintained or used by _.. — (Bnter name- or'htm', 'them', 'It') C The policy provides that ten (10) days written notice of cancellation or change shall be given to the above named additional insureds 'Note, The Insurance afforded by the policy applies separately to each insured against whom claim is made or suit is brought, but the Inclusion herein of more than one Insured shall not operate to increase the limits of the company's liability. raESLOENT Countersigned by G-31 9-14 AI.TNORIIEO RVRESENTATIVE _A i Or N43a OFFICE OF THE COUNTY CLERK AND CLERK OF THE SUPERIOR COURT October 26, 1966 Laura Lagios, City Clerk City of Newport Beach 3300 West Newport Blvd. Newport Beach, California Dear Madam: COUNC W. E. ST JOHN COUNTY CLERK TELEPHONE: 8342200 AREA CODE 714 ADMINISTRATION BUILDING 6TH AND SYCAMORE STREET P. O. BOX 838 SANTA ANA, CALIFORNIA 92702 I am enclosing a copy of Resolution No. 66 -981, adopted by the Orange County Board of Supervisors on September 6, 1966, pertaining to the assign- ment of the City - County Dock Property Lease to Newport Arches Marina, Inc. L... 9 1 0 Very truly yours, W.E. ST JOHN, County Clerk ti'E;I and ex- officio Clerk of the Board of Supervisors of . �N17,1_1,1_CD11 � Ora nge �C unty, California � Deput Clerk da Nay ��ry '90,6 9 enc. Z. Po9TBF Abp YOU CAN'T VOTE .... UNLESS YOU'RE REGISTERED 1 2 3 4 10! i 11� 12 13 141 �> 15N'. 2z O00 UV° 16I .�o o=< 0= 171 o° U � . 18'. 19 20 21 22 23 24 25I 26'I 27;' 28 f 29' 301 31 32 WJM:r sn°ain to RESOLUTION OF THE BOARD OF SUPERVISORS OF. ORANGE COUNTY, CALIFORNIA September 6 , 1966 On motion of Supervisor Allen , duly seconded and carried, the following Resolution was adopted: WHEREAS, Everett S. M. Brunzell and Robert E. Harris, as assignees of the original lessee, Thomas A. Cox, under the City - County Dock Property Lease dated May 13, 1964, have requested that this Board consent to an assignment of their interests thereunder to Newport Arches Marina, Inc., and WHEREAS, by the terms of said lease there can be no assignment without the consent of this Board, and WHEREAS, said Everett.S. M. Brunzell and Robert E. Harris have agreed to be bound by and to guarantee performance of all of the terms, covenants and conditions of said lease after said assignment, and have agreed that said assignment shall not operate to release them from liability under the lease, NOW, THEREFORE, BE IT RESOLVED that•this Board hereby consents to the assignment of the City- County Dock P•.operzy Lease dated May 13, 1964, by Everett S. M. Brunzell and Robert E. Harris to Newport Arches Marina, Inc., a California corporation, on the condition that said assignee shall covenant and agree to be bound by and perform all of the covenants, terms and conditions of said lease, and that said Everett S. M. Brunzell and Robert E. Harris, and each of them, shall, after said assignment continue to be bound by and to guarantee perform- ance of all of the terms, covenants and conditions of said lease and shall further agree that said assignment shall not operate to release them from liability under said lease. Resolution No. 66 -981 Assignment of City - County Dock Property Lease 1. AYES: NOES: ABSENT: SUPERVISORS SUPERVISORS SUPERVISORS STATE OF CALIFORNIA' ) ALTON E. ALLEN, C.M. FEATHERLY, DAVID L. WILLIAM J. PHILLIPS AND WM. HIRSTEIN NONE NONE as. COUNTY OF ORANGE ) I, W. E. ST JOHN, County Clerk and ex- officio Clerk of the Board of Supervisors of Orange County, California, hereby certify that the above and foregoing Resolution was duly and regularly adopted by the said Board at a regular meeting thereof held on the 6th day of September , 1966 , and passed by a unanimous vote of said Board . IN WITNESS WHEREOF, I have hereunto set my hand and seal this 6th day of September 19 66, W. E. ST JOHN County Clerk and ex- officio Clerk of the Board of Supervisors of Orange County, California 2. f.I6� ft NEWPORT AKIIH MARINA Post Office Drawer 1817 NEWPORT BEACH, CALIFORNIA Mr. Harvey Hurlburt City Manager City of Newport Beach City Hall Newport Beach, California Dear Mr. Hurlburt: Code 714 — 642 -4644 January 20, 1966 The Bob Burns Restaurant is planning to move to Newport Beach and occupy the bayside portion of our proposed building in the Newport Arches Marina. Attached is a letter from Robert Burns wherein he asks for an ex. tension of the exterior building line by forty -eight inches and re- cites his reasons for such a request. We are quite sympathetic with Mr. Burns' request and realize that his desires certainly must be predicated upon many years of experience as an outstanding professional in the food industry. Also attached is a sketch prepared by our archi- tect showing the desired change. Mr. Burns would like to have forty -eight inches on the end and West wall of the restaurant area. However, if the City Council is not disposed to grant this request, perhaps they would permit just the forty -eight inch expansion on the West wall only. This area is shown in "orange" on the drawing. A few points that might be considered are as follows: 1) Our lease permits 37,000 square feet of total building area, and we are only going to plan on approximately 24,000 square feet. 2) This small but.important change in the plans would only add about 468 additional square feet to the total building area. 3) The change would in no way disrupt the present parking lot facilities as the West expansion would only extend over the pre - designed stairway to the public restrooms to be located in the basement. Page - 2 Mr. Harvey Hurlburt City Manager f January 20, 1966 4) The forty -eight inches requested would not have any material effect on the view to the bay from the Coast Highway. S) The original public sidewalk will still be extended in front of the building along the existing bulkhead. I have presented this matter to the Orange County Harbor Director, who has advised that this request will be presented to the County Board of Supervisors for favorable action. I sincerely hope that our City Council will give a favorable response to the stated needs of Robert Burns. Very, ruly yours,, Robert E. Harris REH /cm encls cc: Mr. Robert Burns Bob Burns Restaurant cc: Mr. Kenneth.Sampson Orange County Harbor Dept. cc: Mr. William Ficker, Architect Tsurng Cotauraut - 202 fifafilcr 3otuevaza - r anta o— Moniea, 67 a.Llfo2nia Mr. Robert Harris P. 0. Drawer 1817 Newport Beach, Calif. Dear Mr. Harris: Ex�wok 3 -6777 . After studying the plans for a restaurant in your proposed building, we have concluded that certain changes must be made to.insure':a profitable and smooth running organization. This conclusion is based upon our knowledge of minimum guarantees, rental percentages and good business practice. As you know, it is our desire to operate a quality restaurant, one which will not only be a profitable venture to us, but in turn will benefit you and the City of Newport Beach. 4Je have planned the finest seafoods and continental cuisine. This ;menu requires adequate kitchen, preparation and storage areas. We have engaged one of the foremost restaurant designers to prepare a Preliminary layout based on the area available. Taking into con- sideration the type of cuisine to be served, the space required for `_he kitchen area, plus desired seating capacity, we have concluded that the floor space is not adequate. To correct this situation . we propose that the bay side of the building be moved four feet-out to Provide an additional row of seating. The north wall of the building could be moved toward the.unusable area of the parking lot. In addition to providing more guest seating.capacity, these changes would enhance the appearance of the building. First, the bay side change would provide protection from the sun by being able to carry he deck cover out closer to the walk. This would eliminate the need for unsightly canvas curtains and umbrellas. This would in no .,ay obstruct the view of the bay or the boats. The proposed change to the north side of the building would provide a decorative stone wall to conceal the basement stairwell. th these suggested additions the overall plan becomes a sound _f�iness venture for you, the City of Newport and myself.. Sincerely, 6DJ6 Robert Bur G/ \O&Itt Suwl & Son1 _qna. e&nae 1918 \V I i, 1, ; A Ji P. ( C R E R, A. 1. A. Arch.*Ctui=e and I'la.nuing ` SUITE 202 446 N. NEWPORT BLVD, NEWPORT BEACH, CALIF. AIIdway 6-7789 t .5� September 10, 1965 ,a Y The Honorable Mayor, Paul Gruber o City of Newport Beach 3300 West Newport Blvd. Newport Beach, Calif. Dear Honorable Mayor Gruber: fie: City- County Dock Property We hereby request your approval of the attached Schematic Plan I (Exhibit A). For your convenience. •,ve i :ave pruridefi a Schematic Copy - Page '5 of 12 of the leak dOCLIfi Wnt (Exhioi.t 'bi. The plan, as submitted, roilects c, va.t reduction from the origi- nal plan presented to the City CoU,I II , and we ieiieve reflects some of the guide lines and objective­., expressed by the City Council at the last two meetings, durjn,� which time this project was discussed. D1SCU,SSION AND C:OIMPARISONS 1. Ground Covcrar :i, The plan represents; a I-round coverage of approximately 12,000 sq. ft., c,,mpared to tho 7,760 sq• ft.. indicated on Sheet 5 of 12 of the lease documents. z• Total Bu;ldin.- Area The total building area is approximately 22,000 sq. ft. This reduction from the 37,000 sq. ft. pc.•mitted is due to the vast reduction of area above the ground floor. 3. Location a. In Ren,:ral, this proposed building covers more area to she West ti';Lu the area indicated on Sheet 5 of 12 of the lease documents. Access for exits and service and set -backs for light and air are provided to the East of the proposed building. ,0er.e.a..s, �'— page two b. The building is set back 30 feet from the existing bulkhead line. This is the dimension shown on Sheet 5 of 12 of the lease documents as 35 feet +. • 4. Floors Above the Ground Floor a. These floors are also moved to the West from the Easterly property line and are vastly reduced from that which is shown on Sheet 5 of 12 of the lease documents. b. Schematic Plan I shows two (2) floors above the ground floor of approximately 4,300 sq. fL. each. Sheet 5 of 12 of the lease documents indicates four (4) floors above the ground floor of approximately 7,300 sq. ft. each. 5. Parking The lease documents indicate parking for 145 cars. Schematic Plan I will provide parking for 174 cars. All spaces meet the requirements of the City of Newport Beach Off - Street Parking Standards (Exhibit C). 6. 'Zoning and Building Code Requirements All construction will be within the scope of all existing ordi nances and codes. 7. Views The concern to retain views.from critical hig;iway locations is properly served by this proposed plan. This can be shown by photos that have the proposed building accurately superimposed. These can be presented to the City Council, if you so request. 8. General It should be.understood that these plans are Schematics only and that preliminary and final drawings will be presented as they are developed. It is the intent to adhere closely to the guide lines set forth in Schematic Plan I; however, certain flexibility should be provided to design the buildings within the limits thak ordinances, codes, aesthetics and cost would dictate. Respectfully submitted for your consideration by the Owners, Mr. Robert E. Harris and Mr. Everett S. M. Brunzell, RGOUN fWilliam P. Ficker, AIA WPF /njl �e, 7 6 "a P5.,e.1 of Legal Description attached hereto as Exhibit "A" and this, reference. made a part hereof by The leasehold estate created by that certain Lease dated May 13, 1964, executed by and between the County of Orange, a political subdivision of the State of California, as Lessor, and Thomas A. Cox, as Lessee, for the term commencing on the date of execution and continuing to and including June 30, 2008, upon the terms, conditions and covenants provided therein, recorded as Document Number 19870 in Book 7270, Page 206, Official Records of Prange County, California, as modified by an instrument declaring a Modification of said lease recorded December 26, 1967 in Book 8475, Page 184 of Official Records, which was assigned by Lessee, Thomas A. Cox (and Kathleen M. Cox, his wife) to Everett S. M. Brunzell and Robert E. Harris by instrument dated December 21, 1964, and further assigned by Everett S. M. Brunzell. and Robert E. Harris to Newport Arches Marina, inc. by instrument dated April 8, 1966. Said leasehold estate created by the aforesaid lease covers that certain real more fully described as follows: All that certain land situated in the State of California, County of Orange, .City of Newport Beach, described as follows: property i All that certain property situated in Section 28, Toimship -6 South, Range 10, West, S. ;B. B. & M. and more particularly described as follows: Parcel 1. Beginning at a point on the Westerly line of Lot L of Tract No. 919, as said tract is laid out and shown upon a Map recorded in Book 29, pages 31j 32, 33 and 34 of Miscellaneous Maps, records of Orange County, California, said Westerly line bears North 11° 57' 35" East, said point being distant 60.00 feet measured along said Westerly line of Lot L and Northerly of U. S. Bulkhead Line between U. S. Bulkhead Station No. 128 and 128A, as said U. S. Bulkhead Lines and Stations are laid out and shown upon a map titled "Harbor Lines, Newport Bay Earbor ", approved by the Secretary of the Army, February 15, 1951 and on file in the U. S. District Engineer=s Office, Los Angeles, California, a radial line through said points bears North 250 00' East; thence Westerly along a curve concave to the South and having a radius of 480 feet and a central angle of 46° 16' 46 ", an are distance of 387.71 feet to an intersection with the aforementioned U. S. Bulkhead Line lying between U. S. Bulkhead Stations No. 128 and 227B; thence Northwesterly along said U. S. Bulkhead Line a distance of 49.27 feet, more or less, to the Southeasterly corner of Parcel No. 2 of that certain'easer_ent described in deed to the State of California from the City of Newport Beach, recorded October 17, 1956 -in Book 3680, page 54 and dated October 17, 1956, Official Records of said Orange County; thence tio'rtheasteriy along the Easterly line of said last mentioned Parcel No. 2 to an intersection with the Southeasterly line of Parcel No. 1 described in deed.to the State of California from the County of Orange, recorded October 17, 1956 in Book 3680, Page 50 and dated October 17, 1956, Official Records of Orange County; thence Northeasterly along the Southeasterly line of said Parcel 1 to the most Easterly corner of said parcel; thence Northerly along the Easterly line of said Parcel 1 to an inter- section vith the Southerly line of that certain parcel of land described in deed to the State of California from the County of Orange, recorded June 29, 1929 in Pook 2931 page 158 and dated Jane 29, 1929, Official Records of Orange County; thence Easterly along the Southerly line of said last mentioned parcel of land to an intersection with the ;';esterly line of the afore- mentioned Lot L of said Tract No. 919; thence South 11° 57t 35" West along the Westerly line of said Lot L to the point of beginning. Parcel 2. All that parcel of land lying between the Southerly line of Parcel 1 as described herein and the U. S. Bulkhead Line between Stations 128A and 227A as said U. S. Bulkhead. Lines and Stati_o ^.s are laid out and shorn upon a map titled "`rar'OOr Lines, 1e5'p02't nO.y. t7arb0 "r ", ,;proved by tFp� i?CrGtP.2'f Of the Ar. Februa 1 1 and file h _ -1.1 �iYJ Y 5J �97 -- onvf .1 in the U. S. District E���ne- s Office, Los n �l °s, Cali - o- ia, and ✓ Lot L Of ' aCt fo. S)19, 2. 31 32, 33 and 34 of Miscellaneous A1`.ps,frecord's of Oran--c County, California. Page�21 of Legal Description,attached hereto as Exhibit "A" and made a part hereof by this reference. } Parcel 3. Beginning at the U. S. Bulkhead Station No. 227A as U. S. Bulkhead Lines and Stations are laid out and shoran upon a map titled "Harbor Lines, Newport Bay Harbor ", approved by the Secretary of the Army, February 15, 1951 and on file in the U. S. District Engineer's Office, Los Angeles, California; thence Northwesterly. along the Northwesterly prolongation of the U. S. Bulk- head Line between U. S. Bulkhead Stations No. 227P_ and 227B in 'a direct line to the Northeast corner of that certain parcel of land described in deed to the State of California from the City of Rewport Beach, recorded June 21, 1955 in Book 3111, page 125 and dated June 12, 1955, Official Records of Orange { County, California; thence generally Southwesterly along the boundary of said last mentioned parcel to the most Southerly corner thereof; thence Southwest - erly along the Southwesterly prolongation of the Northwesterly line of said parcel of land to an intersection with the North Channel Reservation Line as recorded in Book 162, page I of Official Records of said Orange County; thence Easterly along said Channel Reservation Line and its Northeasterly prolonga- tion to the U. S. Bulkhead Station \o. 226A as said Bulkhead Stations are laid out and shorn upon a map titled "Harbor Lines, Newport Bay Harbor`; thence Northeasterly along U. S. Bulkhead Line between U. S. Bulkhead Stations - No. 226A and 227A, a distance of 85.88 feet; thence Northeasterly in a direct i line to. U. S. Bulkhead Station No. 227B; thence Northwesterly along U. S. t Bulkhead 'Line to U. S. Bulkhead Station No. 227A the point of beginning. Parcel 4. That portion of Block 1 of Irvine's Subdivision, as shorn on a. Map recorded in Book 1; page 88 of Miscellaneous Traps, records of Orange County, California, and of that portion of the East half of Section 28, Township 6 South, Range 10 West, S. B. B. & M. according to an official plat of said land filed August 4, 1890 in the District Land Office, described as follows: i Beginning at a point on the U. S. Pierhsad and Bulkhead Line between U. s Bulkhead Stations No. 227 and 128 as shown on a map dated, March 20, 1936 , ' File No.*958 on file in the U. S. Engineer's Office, Los Angeles, California, entitled "Harbor Lines Newport Bay harbor, California ", distant thereon South 'i 79° 02' 20" East 11.95 feet from said Station No. 227; thence continuing South { I .79 0 02'.20 "East 38.39 feet; thence North 15° 14' 50" East 2;- -7.14 feet to the Southeasterly line of Parcel 1 of the deed to the State of California, re- corded October 17, 1956 in Book 3680, page 54 of Official Records; thence Southwesterly along said Southeasterly line to the point of beginning. See File for City- County Dock Property Schematic Plan 6- 0 W. E. ST JOHN ■ r ✓ OC « COUNTY CLERK (y v T EPHONE: 547 -0547 EA CODE 714 IV GE t. nn COURTHOUSE P. O. BOX 838 SANTA ANA, CALIFORNIA OFFICE OF THE COUNTY CLERKLW AND l CLERK OF THE SUPERIOR COURT m July 6, 1964 Chit Cit3► b Margery Schrouder, City Clerk City of Newport Beach 4, BDyppn7 gqi, 3300 West Newport Boulevard Newport Beach, California _ Dear Miss Schrouder: I am enclosing two copies of the Amendment to the Lease between the County of Orange and Thomas A. Cox for the City- County Dock Property, dated June 30, 1964, and a copy of the Minute Order authorizing the Harbor Manager to apply to the Corps of Engineers for approval of said Amendment. JA Enc. Very truly yours, W. E. ST JOHN, County Clerk and ex- officio Clerk of the Board of Supervisors of Orange County, California By Deputy Clerk P Y Y OF NEWPORT BEAC Volume 19 - Pa 37 cs 9/D Index e......o+ o totr COUNCILMEN s A yp'T �no� a 0 a Z O m pp Y m m O A O O Y 4. A letter dated July 25, 1965 from Donald A. Strauss, 101 Via Venezia, Newport Beach, expressing appreci- ation of the appearance and development of the County Dock area, and requesting that when the proposed building on the east end of the County Dock area is constructed, it be set back as far from the water as possible to maintain maximum feeling of openness Motion x and view, was ordered filed. Ayes x x x x x x x ADDITIONAL BUSINESS: 1. Mayor Gruber stated that the regular scheduled Study Session for August 16, 1965 will not be held. 2. Consideration was given to the proposed modifications in the lease and the plans for the use of the City - County Dock property, in connection with the contract with Everett S. M. Brunzell and Robert E. Harris, as proposed and presented by Robert E. Harris and William Ficker, architect representing the lessees. The City Attorney informed the Council that it had a discretionary right to amend the lease to permit the building changes as proposed. Mayor Gruber and other members of the Council indicated that changes in the concept of the plans at this time might be un- fair to the other bidders who submitted or considered submitting bids at the time the contract was awarded. It was indicated that the Council did not desire to have the building moved toward the water, but might I possibly consider an increase in height, a slight change in the location of the building on the easterly property line, and an extension of the building toward the highway. Mr. Ficker was told that further con - sideration could be given to this matter on September 27,.1965 when a full Council would be present. 3. Consideration was given to the recommendations of the Beacon Bay Committee as set:.for:th'in a:report dated July 27, 1965 submitted by Councilman Parsons, Chairman, Councilmen Cook and Marshall. Councilman Parsons read the recommendations. (Mr, J. A_ Beek had apparently been unable to make plane connections in time to be present at this meeting. ) Page 37 ORANGE HARBOR COMMISSION CHIP C"ARY, CHAIRMAN C. C. IJACNI Nb OLLEY, VICE - CHAIRMAN TED KVCHEL RICNARO C. HONER JULY I, 1965 0 MR. HARVEY HURLBURT, CITY MANAGER CITY OF NEWPORT BEACH CITY HALL NEWPORT BEACH, CALIFORNIA DEAR MR. HURLBURT: DISTRICT KENNETH SAMPSON DIRECTOR • HARBORS B BEACHES 1901 BAY9IOE DRIVE NEWPORT BEACH, CALIF, 92662 TELEPHONE I7141 673-6640 HEREWITH FOR YOUR FILES IS THE EXECUTED DOCUMENT ENTITLED, "AMENDMENT TO LEASE CITY- COUNTY DOCK PROPERTY ", TOGETHER WITH BOARD OF SUPERVISORS RESOLUTION NO. 65 -837A DATED JUNE 22, 1965 THAT AUTHORIZED ITS EXECUTION. JEB:EAG E Nc . AS STATED VERY TRULY YOURS, ORANGE COUNTY HARBOR DISTRICT KENNETH SAMPSON, DIRECTOR OF HARBORS AND BEACHES J ES E. BALLINGER, HARBOR ENGI ER v Ut. j r NFWPpR OF t �$$es. Cq� /FBfACy 1 RESOLUTION OF THE BOARD OF SUPERVISORS. OF 2 ORANGE COUNTY, CALIFORNIA 3 June 22, 1965 4 On motion of Supervisor Allen, duly seconded and carried, the 5 following Resolution was adopted: 6 BE IT RESOLVED that the Chairman of this Board be and he is 7 hereby authorized to execute that certain Amendment to Lease City - 8 Dock Property dated June 8, 1965, between the County of Orange and 9 Everett S. M. Bruzell and Robert E. Harris, and the Clerk of this 10 Board is directed to attest the same. 11 12 13 14 d 15 z 08 16 AYES: SUPERVISORS ALTON E: ALLEN, DAVID L. BAKER, C. M. FEATHERLY, WILLIAM J. PHILLIPS AND WM. HIRSTEIN. o `0 17 NOES: SUPERVISORS NONE 18 ABSENT: SUPERVISORS NONE 19 20 STATE'OF CALIFORNIA ) ss. 21 COUNTY OF ORANGE ) 22 _ I, W. E. ST JOHN, County Clerk and ex- officio Clerk of the 23 Board of Supervisors of Orange County, California, hereby certify that 24 the above and foregoing Resolution was duly and regularly adopted by 25 the said Board at a regular meeting thereof held on the 22nd day of 26 .Tune , 196, and passed by a unanimous vote of said Board. 27 28 IN WITNESS WHEREOF, I have hereunio.61 y:"fisuld",and seal this 29 99jyd day of Tuna , 196_1. ;� • __ r ', :W.�.,ST JOHN•, 31 Counttyy 16r4 'And ex- officio Clerk of the'BOard;ef .Supervisors of 32 Orange .Coung-�' .California `Y fir. N >: GGL:bg Resolution No. 65 -837A ,O By L ��_ ;17 Cp,fl,Io,veputy z AMENDMENT TO LEASE CITY - COUNTY DOCK PROPERTY 4 The County of Orange, Lessor, and Everett S. M. Bruzell and 5 Robert E. Harris, Lessees, hereby agree.that the Lease of the City- County Dock Property, dated May 13, 1964, be and the same is hereby amended by 6 amending Paragraph 4 (d) thereof to read as follows: 711 10 11 12 13 J zz 15 °moo o° U° 16 W °ZZ 00 17 U 99 21 23 24 I 25 26 27 28 29 30 31 32 GGL:cb (d) Lessee covenants and agrees that on or before the 20th day of each month hereafter, it will render to Lessor a full and correct statement of all gross receipts for.the preceding calendar month. The statement shall show: (1) the total gross receipts, itemized as to each of the separate categories thereof upon which the percentage rental herein reserved is based; (2) the itemized amounts of percentage rental computed as herein provided, and the total thereof; (3) the total rental previously paid by LESSEE for'prior months of the current accounting year; and (4) the rental due for the preceding month; and Lessee covenants and agrees to pay, 'concurrently with the rendering of each monthly statement, whichever of the following two amounts is the greater: (a) the total percentage rentals for the preceding month [item (2), above]; or (b) one- twelfth of the annual minimum rental, . times the number of months which have elapsed in the current accounting year, less the total rental previously paid for prior months therein [item (3), above]. . IN WITNESS WHEREOF, the parties hereto have executed this 1. I 2 3 vE- Amendment this D day of 9 1965. COUNTY OF ORANGE, a political sub- division of the State of California sy11 ' 7 Z' irman o it oara or Supervisor 8 LESSOR 9 ATTEST: 10 W. E. ST JOHN 11 County Clerk'and ex- officio Clerk of said Board of Supervisors 12 D 14 By e � Deputy 7` J NW' 15 t aka woo 16 OZ� C3 17 N i 18 20 21 22 23 24 25 26 27 I' 28 �i 29 30 31 32 LESSEES A STOCK COMPANY MEM ®HP OF UNITEl --1Q 111 iwSV N/NCE e3POV' HOME OFFICE: TACOMA, WASHINGTON PLEASE READ YOUR POLICY CLP -9 11.63 UNITED PACIFIC INSURANCE COMPANY (A Stock Insurance Compagy, herein called the company) DOES HEREBY AGREE with the insured, named in the Declaretions made a part hereof, in consideration of the payment of the- premium and in reliance upon the statements in the declarations and subject to the limits of liability, exclusions, conditions and other terms of this policy: INSURING AGREEMENTS I. COVERAGES. COVERAGE A— Bodily Injury Liability. To pay on behalf of the insured all COVERAGE B—Property Damage Liability. To pay on behalf of the insured sums which the insured shall become obligated to pay by reason of the all sums which the insured shall become obligated to pay by reason of the liability for damages (a) imposed upon him by law or (b) assumed by him liability for damages (a) imposed upon him by law or (b) assumed by him under any contract or agreement wholly in writing, because of bodily injury, under any contract or agreement wholly in writing, because of injury to or sickness or disease, including death resulting therefrom, hereinafter called destruction of property, including loss of use thereof, hereinafter called "bodily injury ", sustained by any person and arising out of the hazards herein- "property damage" arising out of the hazards hereinafter defined; provided after defined. that property damage arising out of the Business hazard is caused by accident. Definition of Hazards - Coverages A and B Division I— Automobile. The ownership, maintenance or use of any automobile, including the loading and unloading thereof. Division 2— Personal. (a) The ownership, maintenance or use of or any activity in connection with residence premises including the employ- ment of residence employees, (b) any activity away from such residence premises if not in connection with or within the business or occupational pursuits of the insured; provided the word "activity" shall include any activity in connection with or within such business or occupational pursuits which is ordinarily incident to non - business pursuits, and (c) the ownership, maintenance or use of any personal property in connection with parts (a) and (b) of this division. Division 3— Business. The ownership, maintenance, or use of business premises including that portion of the ways immediately adjoining and all exposures of the insured other than those in divisions I and 2 above, provided, however, if coverage is not afforded under division I above this term shall include the ownership, maintenance or use of automobiles (a) while in or upon business premises owned, rented or controlled by the insured, including that portion of the ways immediately adjoining and (b) by an independent contractor, or by an employee of an independent contractor, while engaged in operations for the insured. COVERAGE C— Medical Payments. To pay all reasonable expenses, incurred below who sustains bodily injury, sickness or disease, including death resulting within one year from date of accident, for necessary medical, dental, surgical, therefrom, hereinafter called "bodily injury", caused by accident and arising X -ray, ambulance, hospital, professional nursing and funeral services, pharma- out of the hazards hereinafter defined. ceuficals, eyeglasses and prosthetic devices to or for each person designated Definition of Hazards- Coverage C Division I— Automobile. (a) If the named insured is an individual, the named insured and each relative resident in the same household (1) occupying (i) an owned automobile of the type designated in Declaration 4 and Iii) a non -owned automobile, or (2) being struck by on automobile. (bl Each other person while occupying (1) any owned automobile of the type designated in Declaration 4 while being used by the named insured or with his permission and within the scope of such permission, or while being used by any resident of the named insured's house. hold; (2) if the named insured is an individual who owns a private passenger automobile covered herein, a hired or non -owned automobile. provided the bodily injury results from (i) its operation or occupancy by the named insured or its operation on his behalf by his private chauffeur or residence employee or (ii) its operation or occupancy by a relative resident in the named insured's household provided it is a private passenger automobile or trailer not regularly furnished for the use of such relative nor owned by a member of the named insured's household. Division 2— Personal. The ownership, maintenance or use of any residence premises if bodily injury is sustained by any person thereon with the permission of an insured, or elsewhere if such injury (a) arises out of such residence premises or a condition in that portion of the ways immediately adjoining, (b) is caused by the activities of an insured if not in connection with or within the business or occupa. tional pursuits of the insured; provided the word "activity" shall include any activity in connection with or within such business or occupational pursuits which is ordinarily incident to non - business pursuits, (c) is caused by +he activities of or is sustained by a residence employee while engaged in the employment of an insured, or (d) is caused by an animal owned by or in the care of an insured. Division 3— Business. The ownership, maintenance or use of business premises owned, rented or controlled by the named insured and that portion of the ways immediately adjoining on land, or operations of the nomad insured. II. DEFENSE, SETTLEMENT, SUPPLEMENTARY PAYMENTS. With respect to such insurance as is afforded by this policy for bodily injury liability and for property damage liability, the company shall: (a) defend any suit alleging such bodily injury or property damage and seeking damages which are payable under the terms of this policy, even if any of the allegations of the suit are groundless, false or fraudulent; but the company may make such investigation and settlement of any claim or suit as it deems expedient; (b) pay, in addition to the applicable limits of liability: ( I ) all expenses incurred by the company, all costs taxed against the insured in any such suit and all interest on the entire amount of any judgment therein which accrues after entry of the judgment and before the company has paid or tendered or deposited in court that part of the judgment which does not exceed the limit of the company's liability thereon: (2) premiums on appeal bonds required in any such suit, premiums on bonds to release attachments for an amount not in excess of the applicable limit of liability of this policy, and the cost of bail bonds required of the insured because of accident or traffic law violation arising out of +he use of an automobile insured hereunder, not to exceed $250 per bail bond, but without any obligation to apply for or furnish any such bonds; (3) expenses incurred by the insured for such immediate medical and surgical relief'to others as shall be imperative at the time of an accident and not due to war; (4) all reasonable expenses, other than loss of earnings, incurred by the insured at the company's request: (5) if the named insured is on individual who owns a private passenger automobile covered herein, for actual loss of earnings incurred by the insured while attending hearings or trials at the request of the company in connection with any occurrence for which insurance is provided hereunder with respect to such automobile, subject to a maximum of $25 per day for any such occurrence; (6) in an amount not in excess of $50, for reasonable legal expenses, other than a fine or forfeiture of bail, incurred by the insured in the event of his arrest as the result of an accident arising out of the use of an automobile insured hereunder. DEFINITION OF INSURED. Wherever the form "named insured" is used in this policy, it shall include the spouse if a member of the some household (a) Automobile. With respect to the insurance under coverages A and B. the unqualified word "insured" includes II) the named insured. (2) any person while using an owned automobile or a hired automobile and any person or organization legally responsible for the use thereof, provided the actual use of the automobile is by the named insured or with his permission and within the scope of such permission, (3) if the named insured is an individual, any resident of the named insured's household while using an owned automobile or any relative who is a resident of the named insured's household with, respect to a hired or non -owned private passenger automobile not regularly furnished for the use of such relative nor owned by a member of the named asured's household and any person or organization legally responsible for fhe use thereof by such resident or relative, (4) any executive officer or partner of the named insured with CLP -9 II -63 Page 3 CUP -9 It -63 Page 4 respect to the use of a non -owned automobile in the business of the named insured, (5) any employer of the named insured for the operation of any private passenger automobile by such named insured in the business of such employer, and (6) any private chauffeur or residence employee operating a non -owned automobile on behalf of the named insured; except that the insurance extended by parts (2) through (6) with respect to any person or organization other than the named insured (and other than a relative, who is a resident of the same household as the named insured, with respect to part (vi) below) does not apply (i) to any occurrence arising out of the operation of an automobile business, but this provision does not apply to a resident of the same household as the named insured, to a partnership in which such resident or the named insured is a partner, or to any partner, agent or employee of such resident or part- nership, (ii) to any employee with respect to bodily injury of another employee of the same employer arising out of the maintenance or use of an automobile in the business of such employer, (iii) with respect to any`( person or organization legally responsible for the use of an automobile by an insured, to any auto- mobile owned or hired by such person or organization, `iv) with respect to any hired automobile, to the owner, or a lessee thereof, or to any agent or employee of such owner or lessee, (v) with respect to any non -owned automobile to any employer, executive officer, partner, private chauffeur or residence employee if such automobile is owned by him or a member of his household, (vi) with respect to the loading and unloading of automobiles, (a) to bodily injury sustained by ( I ) any named insured or such a relative, (2) any employee of the named insured, or (3) any other person, if such injury is caused by other than the named insured, such a relative or an employee of the named insured; (b) to property damage ( I ) to property owned or used by or in the care, custody or control of the named insured or such a relative, or (2) to property as to which the named insured or such a relative for any purpose is exercising physical control. (b) Personal. The unqualified word "insured" includes ( I ) the named insured, if an individual, (2) if residents of his household, his relatives and any other person under the age of twenty -one in the care of an insured, (3) with respect to animals and watercraft owned by an insured, any person or organization legally responsible therefor, except a person using or having custody or possession of any such animal or watercraft without the permission of the owner, and (4) with respect to farm tractors and trailers and self- propelled or motor or animal drawn farm implements, any employee of an insured, while engaged in the employment of the insured. (c) Business. With respect to the insurance under coverages A and B. the unqualified word "insured" includes the named insured, any executive officer, director or stockholder while acting within the scope of his duties as such, and any organization or proprietor with respect to real estate management for the named insured, provided if the corporation leases or rents business premises from an executive officer, director or stockholder who owns or.financially controls the corporation, his interest as landlord is covered but only with respect to that part of the business premises occupied by the corporation. If the named insured is a partnership the unqualified word "insured" also includes any partner therein but only with respect to his liability as such. If the named insured is an individual, the unqualified word "insured" shall include any resident of the same household under the age of nineteen in the care of the named insured. With respect to such insurance as is afforded for automobiles under coverages A and B, the definition of insured under (a) above shall apply. IV. VOLUNTARY PROPERTY DAMAGE. The company with respect to such insurance as is afforded for the Personal hazard, will pay, subject to a limit of liability of $300 for each occurrence, all reasonable sums for the replacement or repair of property of others because of damage to, or destruction of such property caused directly by (a) the named insured, and (b) if residents of the named insured's household, his relatives, and any other person under the age of twenty -one in the care of an insured. This agreement does not apply (a) to loss arising out of a business, trade, profession or occupation of an insured; (b) to the rendering of any professional service or the omission thereof; (c) to loss of property owned, leased or rented to an insured or any other person whose principal residence is within the household of the named insured; (d) to loss arising out of the ownership, maintenance, operation, use, loading or unloading of any land motor vehicle, trailer or semitrailer, farm machinery or equipment, aircraft or watercraft; (e) to loss caused intentionally by an insured over the age of twelve years; (f( to any occurrence in connection with residence premises, other than as defined, which are owned, leased, rented or controlled by an insured; and (g) to loss of use, disappearance or abstraction of property. V. PERSONAL FIRE LEGAL LIABILITY. The company with respect to such insurance as is afforded for the Personal hazard will pay under part (a) of coverage B for property damage to residence premises or house furnishings therein used by, rented to, or in the care, custody or control of the insured, if such prop- erty damage arises out of (a) fire, IN explosion, or (c) smoke or smudge caused by sudden, unusual and faulty operation of any heating or cooking unit. VI. POLICY PERIOD, TERRITORY. This policy applies only to accidents or occurrences which fake place during the policy period and (a) with respect to the Automobile hazard, within North America or any territory or possession of the United States wherever located, or between ports thereof and (b) with respect to the Business hazard, within North America or any territory or possession of the United States wherever located. EXCLUSIONS This policy does not apply with respect to the Automobile and Business hazards: under coverage A or B — (a) (I) to bodily injury of any employee of the insured arising out of and in the course of his employment by the insured, but this Part of this exclusion shall not apply to (i) a residence employee for whom benefits are neither payable nor required to he provided under any workmen's compensation law or (ii) liability assumed by the insured under a contract or agreement with a party other than an employee or an association of employees; or (2) to any obligation for which the insured or any carrier as his insurer may be held liable under any workmen's compensation, unemployment compensation or disability benefits law or under any similar law; (b) ( I ) to bodily injury or property damage caused intentionally by or at the direction of the insured, or, (2) to bodily injury or property damage due to war, with respect to liability assumed by the insured under any contract or agreement; (c) to injury, sickness, disease, death, or destruction ( I) with respect to which an insured under this policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (2( resulting from the hazardous properties of nuclear material and with respect to which (i) any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof, or (ii( the insured is, or had such policy not been issued would be, entitled to indemnify from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization; (3) resulting from the hazardous properties of nuclear material, if (i) the nuclear material is at any nuclear facility owned by, or operated by or on behalf of, an insured, or has been discharged or dispersed therefrom; (ii) the nuclear material is contained in spent fuel or waste at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured; or (iii) the injury, sickness, disease, death or destruction arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any nuclear facility, but if such facility is located within the United States of America, its territories or possessions or Canada, this part (iii( applies only to injury to or destruction of property at such nuclear facility; (d) with respect to the Automobile hazard only, to bodily injury to (1) any person, ;{.such person is related by blood, marriage, or adoption to and is a resident of the same household as (i( the insured or (ii) the person for whose use of the automobile or trailer the insured is legally responsible, or (2( the named insured; (e) with respect to the Automobile hazard only, to property damage to ( I ) any automobile rented to or in charge of the insured, or (2) any property while being transported by the insured or while Linder his control or direction relative to its transportation, or (3) any property owned by the insured, or (4( any property rented to or in charge of the insured unless caused by a private passenger automobile covered by this policy; (fj with respect to the Business hazard only, to the ownership, maintenance, operation, use, loading or unloading of ( I ) watercraft, if the accident or occur- rence takes place away from premises owned by, rented to or controlled by the named insured, or (2) aircraft; provided, however, this exclusion shall not apply to (1) operations performed by independent confracfor> or, ji4 liability assumed by the insured under any lease of premises, easemanragreement. agreement required by municipal ordinance. sidetrack agreement, or elevator or escalator maintenance agreement; J. • . .. . °L... (g) with respect to -the Business hazard only, to 00damage' j 1) to property owned or occupied bd to the insured. or (2) to property used by the insured, 6r 43) to property in the care, custody, or control of the insured, or property as to which the insured for any purpose is exercising physical con- trol; (ij' except when arising out of the use of elevators, and (ii) excgpl Vor liability assumed under sidetrack agreements, or (4) to any golds, products or containers thereof manufactured, sold, handled or distributed or premises alienated by the named insured, or work completed by or for the named insured, (ZO of which the accident arises, (5) caused by any material discharged or released from aircraft in the course of dusting, spraying or seeding; under coverage C — (h) to bodily injury due to war; (i) or, under part (b) (3) of Insuring Agreement 11, to expenses incurred with respect to bodily injury, sickness, disease or death resulting from the hazardous properties of nuclear material and arising out of the operation of a nuclear facility by any person or organization; (j) with respect to the Automobile hazard only, to bodily injury of any employee of (I) the automobile business if the accident arises out of the operation thereof and if benefits therefor are in whole or in part either payable or required to be provided under any workmen's compensation law, or (2) the named insured arising out of and in the course of (i) residence employment by the named insured, if benefits therefor are in whole or in part either payable or required to be provided under any workmen's compensation law or jii) other employment by the named insured; provided that if the named insured is an individual, part (2) of this exclusion does not apply to such insurance as is afforded with respect to a private passenger automobile; (k) with respect to the Automobile hazard only, ( I ) to bodily injury sustained by any person, other than the named insured or a relative residing in the same household, resulting from the maintenance or use of a hired or non -owned automobile by such person (i) while employed or otherwise engaged in the auto- mobile business or (ii) while employed or otherwise engaged in any other business or occupation, except operation or occupancy of a private passenger automobile by the named insured or by his private chauffeur or residence employee or (2) to bodily injury of a relative resident in the named insured's household sustained while occupying an automobile owned by any such relative; (1) with respect to the Business hazard only, to bodily injury of ( I ) the named insured, any partner therein, any tenant or other person regularly residing on business premises owned by or rented to the named insured, or any employee of s::ch insured, tenant or other, person arising out of and in the course of his employment therewith, or (2) any other tenant of such premises, or any employee of such other tenant arising out of and in the course of his employment therewith, on that part of such premises rented to such other tenant, or (3) any person arising out of and in the course of his employment if benefits therefor are in whole or in par+ either payable or required to be provided under any workmen's compensation law, or (4) any person while engaged in maintenance, alteration, demolition or new construction operations for the named insured or for any lessee of the named insured or any lessor of business premises rented to the named insured, or (5) any person practicing, instructing or participating in any physical training, sport, athletic activity or contest; or to any expense for services by the named insured, any employee thereof, or any person or organization under contract to the named insured to provide such services; (m) with respect to the Business hazard only, to loss arising out of (1) Products - Completed Operations as defined, (2) operations performed by independent contractors or omissions or supervisory acts of the insured in connection therewith, (3) aircraft, (4) automobiles away from business premises or the ways immediately adjoining, or (5) watercraft away from business premises; This policy does not apply with respect to the Personal hazard: under coverage A, B or C — (n) to the ownership, maintenance, operation, use, loading or unloading of ( I ) automobiles or midget automobiles while away from the residence premises or the ways immediately adjoining except under coverages A and B with respect to operations by, independent contractors for non - business purposes of an insured not involving automobiles awned or hired by the insured, (2) watercraft owned by or rented to an insured, while away from the residence premises, if with inboard motor power exceeding fifty horsepower, or if a sailing vessel with or without auxiliary power and twenty -six feet or more in over -all length, or (3) aircraft; but with respect to bodily injury sustained by a residence employee arising out of and in the course of his employment by the insured, this exclusion applies only while such employee is engaged in the operation or maintenance of aircraft; (o) to bodily injury to any person ( I ) if the insured has in effect on the date of the occurrence a policy providing workmen's compensation or occupational disease benefits therefor, or (2) if benefits therefor are in whole or in part either payable or required to be provided under any workmen's compensa +ion or occupational disease law, but this subdivision (2) does not apply with respect to coverage A unless such benefits are payable or required to be provided by the insured; (p) to bodily injury or property damage ( I ) caused intentionally by or at the direction of the insured; (2) caused by the rendering of any professional service or the omission thereof; or (3) due to war with respect to (i) liabilify assumed by the insured under any contract or agreement or (ii) coverage G (q) under coverage A, to sickness or disease of any employee unless prior to thirty -six months after the and of the policy period written claim is made or suit is brought against-the insured for damages because of such sickness or disease or death resulting therefrom; (r) under coverages A and B, to injury, sickness, disease, death or destruction with respect to which an insured under this policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insur- ance Association of Canada, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; (s) under coverage B, except with respect to insurance afforded under Insuring Agreement V, to property damage of property used by, rented to or in the care, custody or control of the insured or property as to which the insured for any purpose is exercising physical control; (t) under coverage C, to bodily injury of ( I ) any insured within the meaning of parts ( I ) and (2) of the Personal definition of Insured; or (2) any person, other than a residence employee, if such person is regularly residing on the residence premises including any part rented to such person or to others, or is on the residence premises because of a business conducted thereon, or is injured by an accident arising out of such business. CONDITIONS I. Premium. Premium bases and rates for hazards to which this policy applies are those applicable in accordance with the company's rules, rates, rating plans, premiums and minimum premiums applicable to this insurance. Rates for the Automobile hazard, division I under coverages A, B and C, are subject to change for succeeding annual periods in accordance with the company's rules and rating plans. The premium charged at inception is a deposit premium and insurance is afforded hereunder only on the provision that upon termination of this policy or at the end of each annual period of this policy the earned premium shall be computed in accordance with the company's rules, rates, rating plans, premiums and minimum premiums applicable to this insurance. If the earned premium thus computed exceeds the deposit premium paid, the insured shall immediately pay the excess to the company; if less the company shell return the unearned portion to the insured. The named insured shall maintain for each hazard records of the information necessary for premium computation. Detail of premium make -up not appear- ing in this policy shall be available at all times to the insured upon his request to his agent or the company. The company shall be permitted to examine and audit the insured's books and records pertaining to this insurance at any reasonable time within the policy period and any extension thereof and within three years after final termination of this policy, as far as they relate to the premium bases or the subject matter of this insurance. 2. Certificates of Insurance. The provisions of any certificate of insurance issued during the term of this policy shall not (1) be construed to restrict, limit, enlarge or extend the insurance afforded under this policy, (2) operate to increase the company's limit of liability beyond the limit of liability set forth in this policy. CLP -9 11 -63 Page 5 CLP -9 1 1.63 Page 6 3. Definitions. (a) Automobile. Except where stated to the contrary, the word "automobile" means a land motor vehicle or +railer or semitrailer as follows: (I ) Owned Automobile —an automobile owned by the named insured; (2) Hired Automobile —an automobile used under contract in behalf of, or loaned to, the named insured provided such automobile is not owned by or registered in the name of (i) the named insured or (ii) an executive officer or partner thereof or (iii) an employee or agent of the named insured who is granted an operating allowance of any sort for the use of such automobile; (3) Non -Owned Automobile any other automobile. The following described equipment shall be deemed an automobile only while towed by or carried on an automobile not so described: (a) if of the crawler - type, any tractor, power crane or shovel, ditch or trench digger; (b( any farm -type tractor: (c) any concrete mixer other than of the mix -in- transit type: (d) any grader, scraper, roller or farm implement; and, (e) if not subject to motor vehicle registration and if designed for use principally off public roads, any other equipment not specified below. The following described equipment shall be deemed an automobile ( I ) while towed by or carried on an automobile as above defined solely for purposes of transportation, but not otherwise, or (2) while being operated solely for locomotion, but not otherwise: if of the non - crawler type, any power crane or shovel, ditch or trench digger; and any air - compressing, building or vacuum cleaning, spraying or welding equipment or well drilling machinery. The term "owned automobile" shell also include an automobile not owned by the named insured but temporarily used as the substitute for the owned automobile while wi+hdrown from normal use because of its breakdown. repair, servicing, loss or destruction. With respect to division I of coverage C. the word "automobile" shall not include any vehicle located for use as a residence premises or business premises. (b) Private Passenger Automobile. The farm "private passenger automobile" means (I( a four -wheel private passenger, station wagon or jeep type automo- bile. (2) if not customarily used for wholesale or retail delivery purposes other than in connection with farming, an automobile with a load capacity of fifteen hundred pounds or less of the pick -up body, sedan delivery or panel truck type, and (3) a frailer designed for use with a private passenger automobile, if not being used for business or commercial purposes with other than a private passenger automobile, or a farm wagon or farm implement while used with a private passenger automobile in connection with farming. (c) Midget Automobile. The term "midget automobile ", means a land motor vehicle of the type commonly referred to as a "midget automobile ", "kart ", "go- kart'. "speed- mobile" or by a comparable name, whether commercially built or otherwise. (d) Residence Premises. The term "residence premises" means II) all premises where the named insured maintains a residence and includes private approaches +hereto and other premises and private approaches thereto for use in connection with said residence, except farms, property on which a business is conducted, and property rented in whole or in part to others or held for such rental by the insured other than (i) the insured's residence if rented occasionally or if a two family dwelling usually occupied in part by the insured, or (ii( garages or, stables, if not more than three car spaces or stalls are so rented or held, or (iii) under coverages A and B, residences designed for occupancy by no more than two families owned by the named insured if an individual and rented or held for rental to others, (2) individual or family cemetery plots or burial vaults, (3) premises in which an insured is temporarily residing, if not owned by an insured, and rented or held for rental to others, and (4) vacant land, other than farm land, owned by or rented to an insured. Land shall not be deemed vacant following the commencement of any construction operations unless such operations are being performed solely by independent contractors in connection with the construction of a one or two farnhy dwelling for the insured. (a) Business Premises. The farm "business premises" means any premises other than a residence premises. (f) Residence Employee. The farm "residence employee" means an employee of either the named insured, if an individual or a member of his household whose duties are in connection with ( I ) the ownership, maintenance or use of the residence premises, including the maintenance or use of automobiles or teams, or who performs elsewhere duties of a similar nature not in connection with an insured's business, and (2) the personal practice, participation or instruction in any personal sports activities by an insured. (g) Elevator. The word "elevator" means any hoisting or lowering device to connect floors or landings at any building owned, rented or controlled by the named insured, unless the named insured owns, rents or controls only a part of the building and does not operate, maintain or control the elevator, whether or not such device is in service, and all appliances thereof, including any car, platform, shaft, hoistway, stairway, runway, power equipment and machinery. "Elevator" does not include a hoist without a platform outside a building if without mechanical power or if not attached to building walls, or a hod or material hoist used in alteration, construction or demolition operations, or an inclined conveyor used exclusively for carrying property, or a dumbwaiter used exclusively for carrying property and having a compartment height not exceeding four feet. (h) Products - Completed Operations. The term "products - completed operations" means ( I ( goods or products, including a warranty of goods or products, manufactured, sold, handled or distributed by the named insured or by others trading under his name, if the accident or occurrence fakes place after possession of such goods or products has been relinquished to others by the named insured or by others trading under his name and (i) away from business premises owned, rented or controlled by the named insured, or (ii) on business premises designed principally for the consumption thereon of food, other comestibles, inhalants or drink; provided. such goods r, products shall be deemed to include any ,container thereof, other than a vehicle, but shall not include any vendinq machine or any property, other than such container, rented to or located for use of others but not sold; and (2) operations, including any act or omission in connection with operations performed by or on behalf of the named insured on the premises or elsewhere and whether or not goods or products are involved in such operations, if the accident or occurrence takes place offer such operations have been completed or abandoned and occurs away from premises owned, rented or controlled by the named insured; provided, operations shall not be deemed incomplete because improperly or defectively performed or because further operations may be required pursuant to an agreement, provided further, the following shall not be deemed to be "operations" within the meaning of this paragraph: (i) pick -up or delivery, except from or onto a railroad car, Iii( the maintenance of vehicles owned or used by or on behalf of the insured and (iii) the existence of tools, uninstalled equipment and abandoned or unused materials. (i) War. The word "war" means war, whether or not declared, civil war, insurrection, rebellion or revolution, or any act or condition incident to any of the foregoing. (j) Occupying. The word "occupying" when used under division I of coverage C means in or upon or entering into or alighting from. (k) Automobile Business. The term "automobile business' means the business or occupation of selling, repairing, servicing, storing or parking automobiles. (1) Exclusions (c) and (i). As used in these exclusions: "hazardous properties" include radioactive, toxic or explosive properties; "nuclear material" means source material, special nuclear material or byproduct material; "source material ", "special nuclear material ", and "byproduct material" have the meanings given them in the Atomic Energy Act of 1954 or in any law amendatory thereof; "spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a nuclear reactor; "waste" means any waste material ( I ) containing byproduct material. and (2) resulting from the operation by any person or organization of any nuclear facility included within the definition of nuclear facility ,under paragraph (a) or (b) thereof; . r "nuclear facility" means Ia) any nuclear reactor, (b) any equipment or device designed or used �parating the isotopes of uranium or plutoniu ocessing or utilizing spent fuel, or !3) han- dling, processing or packaging waste. , (c)- any - equipment or device used for the processing, fabricatiOg or'61 %ying of special nuclear material if at any time the total amount of svih material in the castody of.the insured at the premises where such equipment or device is located consists of or contains more than 25 grams plutonium, or uranium 233 or any combination thereof, or more than 250 grams of uranium 235, (d) any structure, basin, excavation, premises or place prepared or used for the storage or disposal of waste, and includes the site on which any of the foregoing is located, all operations conducted on such site and all premises used for such operations; "nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self- supporting chain reaction or to contain a critical mass of fission- able material. With respect to injury to or destruction of property, the word "injury" or "destruction" includes all forms of radioactive contamination of property. 4. Limits of Liability - Coverage A. The limit of bodily injury liability stated in the declarations as applicable to "each person" is the limit of the company's liability for all damages, including damages for care and loss of services, arising out of bodily injury sustained by one person as the result of any one occurrence; the limit of such liability stated in the declarations as applicable to "each occurrence" is, subject to the above provision respect- ing each person, the total limit of the company's liability for all damages, including damages for care and loss of services, arising out of bodily injury sustained by two or more persons as the result of any one occurrence. Subject to the limit of liability with respect to "each occurrence the limit of liability stated in the declarations as "aggregate Products - Completed Operations" is the total limit of the company's liability for a'I damages arising out of bodily injury caused by Products - Completed Operations as defined. Coverage B. The limit of property damage liability stated in the declarations as applicable to "each accident" or "each occurrence" is the total limit of the company's liability for all damages arising out of property damage of all property of one or more persons or organizations as the result of any one accident or occurrence. Damages arising out of the continuation or repetition of substantially the same condition, or the same proximate cause, shall be considered as arising out of one occurrence. Subject to the limit of liability with respect to "each accident ", the limit of property damage liability stated in the declarations as "aggregate" is the total limit of the company's liability for all damages arising out of property damage (1) caused by the ownership, maintenance or use of premises or operations rated on a remuneration premium basis or by contractors' equipment on a receipts premium basis, (2) caused by operations performed for the insured by independent contractors or omissions or supervisory acts of the insured in connection therewith except maintenance or ordinary alterations or repairs on premises owned or rented by the named insured, (3) caused by Products - Completed Operations as defined, or (4) with respect to liability assumed by the insured under any contract or agreement covered by this policy. Coverages A and B. The terms of this policy shall apply separately to (a) each automobile insured hereunder, but a motor vehicle and a trailer or semitrailer or trailers attached thereto shall be held to be one automobile as respects limits of liability, (b) each elevator and each premises insured hereunder, each project with respect to operations performed away from premises owned or rented by the named insured, and (c) each annual period with respect to aggregate limits. All damages arising out of one lot of part (I) of Products - Completed Operations as defined shall be considered as arising out of one accident or occurrence. The liability of the named insured within these limits shall be fully discharged before any remaining insurance hereunder becomes applicable to claims against any other insured. The limits of liability provided by coveraces A and B shall be applied for the benefit of those entitled to protection hereunder in the following order: (a) the named insured, (b) the named additional insureds, if any, (c) partners, executive officers, directors and stockholders, (d) others entitled to benefits hereunder. Coverage C. The limit of liability for medical payments stated in the declarations as applicable to "each person" is the limit of the company's liability for all expenses incurred by or on behalf of each person who sustains bodily injury as the result of any one accident; the limit of such liability stated in the declarations as applicable to "each accident" under divisions 2 and 3 is, subject to the above provision respecting each person, the total limit of the company's liability for all expenses incurred by or on behalf of two or more persons who sustain bodily injury as the result of any one accident. The inclusion of more than one automobile under this policy shall not operate to increase the limit of the company's liability under division I of the definition of hazards. Voluntary Property Damage. The limit of the company's liability for loss under Insuring Agreement IV shall not exceed (a) what it would +hen cost to repair or replace the property with other of like kind or quality, nor (b) the stated applicable limit of liability. The company may pay for the loss in money or may repair or replace the property and may settle any claim for loss of property either with the insured or the owner thereof. Any property so paid for or replaced shall, at the option of the company become the property of the company. S. Cross Liability. The inclusion of more than one corporation, person, organization, firm or entity as insured under this policy shall not in any way affect the rights of any such corporation, person, organization, firm or entity either as respects any claim, demand, suit or judgment made or brought by or in favor of any other insured, or by or in favor of any employee of such other insured. This policy shall protect each corporation, person, organization, firm or entity in the same manner as though a separate policy had been issued to each; but nothing herein shall operate to increase the company's liability as set forth elsewhere in this policy beyond the amount or amounts for which the company would have been liable if only one person or interest had been named as insured. 6. Financial Responsibility Laws - Coverages A and B. When this policy is certified as proof of financial responsibility for the future under the provisions of the motor vehicle financial responsibility law of any state or province, such insurance as is afforded by this policy for bodily injury liability or for property damage liability shall comply with the provisions of such law which shall be applicable with respect to any such liability arising out of the ownership, maintenance or use of the automobile during the policy period, to the extent of the coverage and limits of liability required by such law, but in no event in excess of the limits of liability stated in this policy. 7. Notice of Accident or Occurrence. In the event of an accident or occurrence, written notice shall be given by or on behalf of the insured to the company or any of its authorized agents as soon as practicable. Such notice shall contain particulars sufficient to identify the insured and also reasonably obtainable information respecting the time, place and circumstances of the accident or occurrence, the names and addresses of the injured and of available witnesses 8. Notice of Claim or Suit - Coverages A and B. If claim is made or suit is brought against the insured, the insured shall immediately forward to the company every demand, notice, summons or other process received by him or his representative. 9. Assistance and Cooperation of +he Insured - Coverages A and B. The insured shall cooperate with the company and, upon the company's request, assist in making settlements, in the conduct of suits and in enforcing any right of contribution or indemnify against any person or organization who may be liable to the insured because of bodily injury, property damage or loss with respect to which insurance is afforded under this policy; and the insured shall attend hear- ings and trials and assist in securing and giving evidence and obtaining the attendance of witnesses. The insured shall not, except at his own cost, voluntarily -make any payment, assume any obligation or incur any expense other than for such immediate medical and surgical relief to others as shall be imperative at the time of accident. 10. Medical Reports; Proof and Payment of Claim - Coverage C. As soon as practicable the injured person or someone on his behalf shall give to the company written proof of claim, under oath if required, and shall, after each request from the company, execute authorization to enable the company to obtain medical reports and copies of records. The injured person shall submit to physical examination by physicians selected by the company when and as often as the company may reasonably require. The company may pay the injured person or any person or organization rendering the services and such payment shall reduce the amount payable hereunder for such injury. Payment hereunder shall not constitute admission of liability of any person or. except hereunder, of the company. CLP -9 II -63 Page 7 5 -64 CLP -9 II -63 Page 8 11. Proof and Payment of Loss - Voluntary Property Damage. The insured shall file proof of loss with the company within sixty days after the occurrence of loss, under oath if required, setting forth the interest of all persons in the property affected, the actual cash value thereof at time of loss, and the amount, place, time and cause of such loss. Upon the company's request, the insured and any interested person shall exhibit the damaged property to the company and produce for the company's examination all pertinent records and sales invoices, all at such reasonable times and places as the company shall designate, and shall cooperate with the company in all matters pertaining to loss or claims with respect thereto. Payment hereunder shall not constitute an admission of liability of the insured or, except hereunder, of the company. 12. Action Against Company - Coverages A and B. No action shall lie against the company unless, as a condition precedent thereto, the insured shall have fully complied with all the terms of this policy, nor until the amount of the insured's obligation to pay shall have been finally determined either by judgment against the insured after actual trial or by written agreement of the insured, the claimant and the company. Said judgment shall not be deemed final, if an appeal be prosecuted therefrom, until the suit shall have been finally determined on appeal. Any person or organization or the legal representative thereof who has secured such judgment or written agreement shall thereafter be entitled to recover under this policy to the extent of the insurance afforded by this policy. No person or organization shall have any right under this policy to join the company as a party to any action against the insured to determine the insured's liability, nor shall the company be impleaded by the insured or his legal representative. Bank- ruptcy or insolvency of the insured or of the insured's estate shall not relieve the company of any of its obligations hereunder. 13. Action Against Company - Coverage C and Voluntary Property Damage. No action shall lie against the company unless, as a condition precedent thereto, there shall, have been full compliance with all the terms of this policy, nor, with respect to Voluntary Property Damage only, until thirty days after the required proofs of claim have been filed with the company, 14. Other Insurance - Coverages A and B. If the insured has other insurance against a loss covered by this policy, the company shall not be liable under this policy for a greater proportion of such loss than the applicable limit of liability stated in the declarations bears to the total applicable limit of liability of all valid and collectible insurance against such loss; provided, however, that the insurance shall (a) not apply, under division 2, to the extent that any valid and collectible insurance, whether on a primary, excess or contingent basis, is available to the insured with respect to loss arising out of the ownership, maintenance, operation, use, loading or unloading of (1) any automobile or midget automobile at the premises or the ways immedi- ately adjoining, or (2) watercraft, and (b) be excess insurance (I) over any other valid and collectible insurance with respect to temporary substitute, hired or non -owned automobiles, or (2) over any other insurance, whether collectible or not, with respect to existing insurance upon the basis of which the premium for the insurance under this policy is modified, but in such event the insurance under this policy shall apply only in the amount by which the applicable limit of liability stated in the declarations exceeds the applicable limit of liability of such other insurance. With respect to an automobile, ownership of which is acquired by the named insured during the policy period or any substitute for such an automobile, the insurance shall not apply, except as is provided under jb) part (2) above, against a loss for which the insured has other valid and collectible insurance. Coverage C. Under division 1, if there is other automobile medical payments insurance against a loss covered by coverage C of this policy the company shall not be liable under this policy for a greater proportion of such loss then the applicable limit of liability stated in the declarations bears to the total applicable limit of liability of all valid and collectible automobile medical payments insurance; provided, however, the insurance (a) with respect to temporary substitute, hired or non -owned automobiles shall be excess insurance over any other valid and collectible automobile medical payments insurance, and, (b) with respect to an automobile, ownership of which is acquired by the named insured during the policy period or any substitute for such an auto- mobile, the insurance shall not apply, except as is provided below, against a loss for which the insured has other valid and collectible automobile medical payments insurance. 15. Subrogation - Coverages A and B. In the event of any payment under this policy, the company shall be subrogafed to all the insured's rights of recovery therefor against any person or organization and the insured shall execute and deliver instruments and papers and do whatever else is necessary to secure such rights. The insured shall do nothing after loss to prejudice such rights. 16. Assignment. Assignment of interest under this policy shall not bind the company until its consent is endorsed hereon; if, however, the named insured shall die, this policy shall cover (a) the named insured's legal representative as named insured, and (b) under coverages A and B, subject otherwise to the provisions of Insuring Agreement III, any person having proper temporary custody of an owned or hired automobile, as an insured, and under division I(a) of coverage C while an owned or hired automobile is used by such person, until the appointment and qualification of such legal representative; provided that notice of cancellation addressed to the insured named in the declarations and mailed to the address shown in this policy shall be sufficient notice to effect cancellation of this policy. 17. Changes. Notice to any agent or knowledge possessed by any agent or by any other person shall not effect a waiver or a change in any part of this policy or estop the company from asserting any right under the terms of this policy; nor shall the terms of this policy be waived or changed, except by endorsement issued to form a part of this .policy signed by a duly authorized representative of the company. 18. Cancellation. This policy may be canceled by the named insured by surrender thereof to the company or any of its authorized agents, in which event the time of surrender shall become the end of the policy period, or it may be canceled in whole or in part by the named insured by mailing to the company or any of its authorized agents written notice stating when thereafter such cancellation shall be effective. This policy may be canceled in whole or in cart by the company by mailing to the named insured at the address shown in this policy written notice stating when not less than ten (10) days thereafter such cancellation shall be effective. The mailing of notice as aforesaid shall be sufficient proof of notice. Delivery of such written notice either by the named insured or by the company shall be equivalent to mailing. If the named insured cancels, earned premium shall be computed in accordance with fhe customary short rate fable and procedure. If the company cancels, earned premium shall be computed pro rata. Premium adjustment may be made either at the time cancellation is effected or as soon as practicable after cancellation becomes effective, but payment or tender of unearned premium is not a condition of cancellation. 19. Terms of Policy Conformed to Statute. Terms of this policy which are in conflict with the statutes of the state wherein this policy is issued are hereby amended to conform to such statutes. 20. Declarations. By acceptance of this policy, the named insured agrees that the statements in the declarations are his agreements and representations, that this policy is issued in reliance upon the truth of such representations, and that this policy embodies all agreements existing between himself and the company or any of its agents relating to this insurance. IN WITNESS WHEREOF, THE UNITED PACIFIC INSURANCE COMPANY has caused this policy to be signed by its President and Secretary, but the same shall not be binding unless it has been countersigned on the declarations page by a duly authorized agent of the company. UNITED PACIFIC INSURANCE COMPANY SECRETARY • PRESIDENT 4 AUTUL9 PHYSICAL DAMAGE SUPF ftT Y " THE LJt4IYE0 PACIFIC INSURANCE COMPANY jhereln called, the goapany) does hereby agree with the insured, named in the policydeclarations, in consideration of•the payment of the premium and subject to the limits of liability as set forth in AUTOMOBILE SCHEDULE - Form CLP -38 made a part hereof, and- subject further to the exclusions, conditions and other terms of this supplement: INSURING AGREEMENTS I. COVERAGES. COVERAGE D - Fire, Transportation and Theft. To pay for direct and accidental loss of or damage to the automobile, hereinafter called loss, caused (a) by fire or lightning, (b) by smoke or smudge due to a sudden, unusual and faulty operation of any fixed heating equipment serving the premises in which the automobile is located, (c) by the stranding, sinking, burning, collision or derailment of any conveyance in or upon which the automobile is being transported, or (d) by theft, larceny, robbery or pilferage - COVERAGE E - Comprehensive. To pay for direct and accidental loss of or damage to the automobile, hereinafter called loss, except loss caused by collision of the automobile with another object or by upset of the automobile or by collision of the automobile with a vehicle to which it is attached. For the purpose of this coverage, breakage of glass and loss caused by missiles, falling objects, fire, theft or larceny, explosion, earthquake, windstorm, hail, water, flood, malicious mischief or vandalism, riot or civil commotion, or colliding with a bird or animal, shall not be deemed to be loss caused by collision. - COVERAGE F - Collision. To pay for direct and accidental loss of or damage to the automobile, hereinafter called loss, caused by collision of the auto- mobile with another object or by upset of the automobile, but only for the amount of each such loss in excess of the deductible amount, if any, stated in the schedule as applicable hereto. However, if the named insured is an individual who owns a private passenger automobile covered herein, the deductible amount shall not apply to loss caused by a collision with another automobile insured by the company or Cascade Insurance Company unless such collision involves an owned automobile of other than a private passenger type. General Average and Salvage Charges. To pay, with respect to such transportation insurance as is afforded by this supplement any general average or salvage charges for which the named insured becomes legally liable. Loss of Use by Theft - Rental Reimbursement. The company, with respect to such theft insurance as is afforded by this supplement, shall, following a theft of the entire automobile, reimburse the named insured for transportation expenses incurred after such a theft has been reported to the company and the police, and terminating when the automobile is returned to use or the company pays for the loss; provided that the company shall not be obligated to pay aggregate expense in excess of $10 per day or totaling more than $300. Such reimbursement is payable by the company in addition to the applicable limit of liability of this supplement. Such reimbursement shall be made only if the stolen" automobile was a private passenger automobile not used as a public or livery conveyance and not owned and held for sale by an automobile dealer. Personal Effects. If the named insured is an individual, to pay, not to exceed $200 for each occurrence for loss to robes, wearing apparel and other personal effects which are the property of the named insured or a relative, providing the loss is caused (a) by a collision with respect to which this supplement affords automobile collision insurance on a private passenger automobile, or (b) by fire, lightning, flood, the perils of transportation or by theft of the entire automobile, and the loss is coincident with other loss with respect to which this supplement affords automobile comprehensive insurance on a private passenger automobile. This insurance is excess over any other valid and collectible insurance applicable to such loss, and Condition 8 shall not apply to this insurance. Transportation Expense. To reimburse the insured for the cost of transportation from the place of disablement of the automobile to the place of intended destination, but not to exceed $5 for each occurrence, provided the disablement involves a loss with respect to which this supplement affords automobile collision or automobile comprehensive insurance. II. DEFINITION OF INSURED. The unqualified word "insured" includes the named insured and if the named insured is an individual, any person or organization, other than a person or organization employed or otherwise engaged in the automobile business or as a carrier or other bailee for hire, main- taining, using or having custody of an owned private passenger automobile with the permission of the named insured and within the scope of such permission. III. AUTOMATIC INSURANCE FOR NEWLY ACQUIRED AUTOMOBILES. If the named insured who is the owner of the automobile, or his spouse if a resident of the same household, acquires ownership of another automobile such insurance as is afforded by this supplement applies also to such other automobile as of the date of such acquisition (a) if it replaces an automobile described in the schedule or (b) if it is an additional auto- mobile provided that with respect to an automobile of other than the private passenger type the company insures all such automobiles owned by the named insured or spouse on the date of its delivery; provided such automatic insurance shall not exceed the actual cash value of the automobile at time of loss less the applicable deductible amount in the schedule. With respect to an additional automobile which is not of the private passenger type, if two or more collision coverages apply to such additional automobile, automatic coverage is extended only for the most restricted collision coverage applying thereto, unless the company is notified within thirty days following the date of delivery of such additional automobile. With respect to the collision coverage, only licensed vehicles shall be considered as owned automobiles. IV. USE OF OTHER AUTOMOBILES. If the named insured is an individual or husband and wife and if during the supplement period such insured, or the spouse of such individual if a resident of the same household, owns a private passenger automobile covered by this supplement, such insurance as is afforded by this supplement under coverages D, E and F with respect to said automobile applies with respect to (a) any other private passenger automobile other than a sedan delivery, panel truck or pick -up body type automobile, or (b) a utility type trailer, while either is in the possession or custody of or is being operated by the named insured, such spouse or any relative if a resident of the same household. This insuring agreement does not apply: (a) to any automobile owned by the named insured, his spouse, or any relative if a member of the same household; (b) to any automobile furnished for the regular use to such named insured, spouse or relative; (c) to loss to an automobile arising out of its use by the named insured, spouse or relative in the business of selling, repairing, servicing, storing or parking automobiles. V. SUPPLEMENT PERIOD, TERRITORY. This supplement applies only to direct and accidental losses to the automobile which are sustained on and after the effective date of Form CLP -38 attached to and forming a part of the policy and during the policy period while the automobile is within North America or any possession or territory of the United States wherever located, or is being transported between ports thereof. EXCLUSIONS This supplement does not apply: (a) except with respect to "a private passenger automobile, if the automobile is or at any time becomes subject to any bailment lease, conditional sale, purchase agreement, mortgage or other encumbrance not specifically declared and described; (b) to loss due to war, whether or not declared, civil war, insurrection, rebellion or revolution, or to any act or condition incident to any of the foregoing; CLP-44 11 -63 Page 9 CLP-44 11-63 Page 10 (c) to any damage to the automobile which is due and confined to wear and tear, freezing, mechanical or electrical breakdown or failure, unless such damage is the result of other loss covered by this supplement; (d) to tires unless damaged by fire or stolen or unless such loss be coincident with and from the same cause as other loss covered by this supplement; except that if the named insured is an individual, this exclusion shall not apply with respect to damage by vandalism or malicious mischief of a private passenger automobile: (e) to loss due to confiscation by duly constituted governmental or civil authority: except that if the named insured is an individual, this exclusion shall not apply with respect to a private passenger automobile; (f) to loss due to radioactive contamination; (g) under coverages D and E, to loss due to conversion, embezzlement or secretion by any person in possession of the automobile under a bailment lease, conditional sale, purchase agreement, mortgage or other encumbrance; except that if the named insured is an individual, this exclusion shall not apply with respect to a private passenger automobile; (h) under coverage F, to breakage of glass if insurance with respect to such breakage is otherwise afforded. CONDITIONS I. Definitions. (a) Automobile. Except where specifically stated to the contrary, the word "automobile" means the land motor vehicle or trailer described in the schedule and its equipment and other equipment permanently attached thereto. and includes a temporary substitute automobile. (b) Temporary Substitute Automobile. The term "temporary substitute automobile" means on automobile not owned by the named insured or spouse but temporarily used as a substitute for the described automobile while withdrawn from normal use because of its breakdown, repair, servicing, loss or destruction. (c) Private Passenger Type Automobile. The term "private passenger automobile" means a private passenger, station wagon or jeep type automobile; or, if not customarily used for wholesale or retail delivery purposes other than in connection with farming, an automobile with a load capacity of 1500 pounds or less of the sedan delivery, panel truck or pick -up body type. (d) Semitrailer. The word "trailer" includes semitrailer. (e) Utility Trailer. The term "utility trailer" means a trailer designed for use with a private passenger automobile, if no+ being used for business or commercial purposes with other than a private passenger automobile, and if not a home, office, store, display or passenger trailer. (f) Two or More Automobiles. When two or more automobiles are insured hereunder, the terms of this supplement shall apply separately to each and a motor vehicle and a trailer or trailers attached thereto shall be held to be separate automobiles as respects limits of liability, including any deductible provisions. 2. Insured's Duties When Loss Occurs. When loss occurs, the insured shall: )a) protect the automobile, whether or not the loss is covered by this supple. men+, and any further loss due to the insured's failure to protect shall not be recoverable under this supplement; reasonable expense incurred in affording such protection shall be doomed incurred at the company's request; (b) give notice thereof as soon as practicable to the company or any of its authorized agents and also, in the event of theft, larceny, robbery or pilferage, to the police but shall not, except at his own cost, offer or pay any reward for recovery of the automobile. Upon the company's request, the insured shall exhibit the damaged property to the company and submit to examinations under oath by anyone designated by the company, subscribe the same and produce for the company's examination all pertinent records and sales, invoices, or certified copies if originals be lost, permitting copies thereof to be made, all at such reasonable times and places as the company shall designate. 3. Appraisal. If the named insured and the company fail to agree as to the amount of loss, each shall select a competent and disinterested appraiser, and the appraisers shall select a competent and disinterested umpire. An award in writing of any two shall determine the amount of such loss. 4. Limit of Liability; Settlement Options; No Abandonment. The limit of the company's liability for loss shall not exceed either (a) the actual cash value of the automobile, or if the loss is of a part thereof the actual cash value of such part, at time of loss. or (b) what it would then cost to repair or replace the automobile or such part thereof with other of like kind and quality, with deduction for depreciation, or )c) the applicable limit of liability stated in the schedule. The company may pay for the loss in money; or may repair or replace the damaged or stolen property; or may, at any time before the loss is paid or the property is so replaced, at its expense return any stolen property to the named insured, or at its option to the address shown in the policy, with payment for any resultant damage thereto; or may take all or such part of the property at the agreed or appraised value but there shall be no abandonment to the company. The company may settle any claim for loss either with the insured or the owner of the property. 5. Payment for Loss; Action Against Company. Payment for loss may not be required nor shall action lie against the company unler„ as a condition precedent thereto, the insured shall have fully complied with all of the terms of this supplement nor until thirty days after proof of loss is tiled and the amount of loss is determined as provided in this supplement. b. No Benefit to Bailee. The insurance afforded by this supplement shall not inure directly or indirectly to the benefit of any carrier or other bailee for hire liable for loss to the automobile. 7. Assistance and Cooperation of the Insured. The insured shall cooperate with the company and, upon the company's request, assist in making settlements, in the conduct of suits and in enforcing any right of contribution or indemnity against any person or organization who may be liable to the insured because of loss with respect to which insurance is afforded under this supplement; and the insured shall attend hearings and trials and assist in securing and giving evidence and obtaining the attendance of witnesses. The insured shall not, except at his own cost, voluntarily make any payment, assume any obligation or incur any expense. 8. Other Insurance. If the insured has other insurance against a loss covered by this supplement the company shall not be liable under this supplement for a greater proportion of such loss than the applicable limit of liability stated in the schedule bears to the total applicable limit of liability of all valid and collectible insurance against such loss; provided, however, (a) the insurance with respect to a temporary substitute automobile or non - owned automobile shall be excess over any other valid and collectible insurance. (b) the insurance with respect to a newly acquired automobile or a tem- .porary substitute therefor shall not apply against a loss with respect to which the named insured or spouse has other valid and collectible insurance and (c) that with respect to existing insurance for which-credit has been given, this supplement shall not apply until the expiration of such existing insurance. 9. Policy Provisions. None of the insuring agreements, exclusions, conditions, provisions or other terms of the policy shall apply to the insurance afforded by this supplement except 'Premium ", "Subrogation ", "Inspection and Audit ", "Assignment ", "Changes ", "Cancellation ", "Terms of Policy Conformed to Statute" and "Declarations ". This supplement shall not apply unless the AUTOMOBILE SCHEDULE - Form CLP -38 is attached to and forms a part of the policy and is countersigned by a Ally authorized agent of the company. K UNITED PACIFIC INSURANC OMMPANY SOMPREHENSIVE LIABILITY-9, Agent ROBERT E. HARRIS INS, AGE• Renews NEW Replaces -Coda 6573 -46 Insured TKGMhS. A...00X aW1or:. RlOMT E. BARGES Ss EV'ERETT S. M. RRUNZELL DBA NEWPORT ARCHES MARINA Address 3700 NEWPORT BOULEVARD, Suite 201 NEWPORT BEACH, CALIFORNIA Period From NOVEMBER 1, 1964 to NOVEMBER 1, 1965 ® Paid in Advance 03-Year Anniversary IffiRRIAL COPY Extra D.R PO— Certificate , Audit Control ANNUAL Billing Control No. years in U.P. NEW Reinsurance Other U.P. Policie PolicywriteARibl- 13Policy Register Underwriter: Suspend Approve— to 'O O V r-+ A a N n D_ a� COVERAGES ) HAZARDS $ NOT COVERED LIMITS OF LIABILITY Automobile Automobile $ 100, 000.00 Each Person $ 500, 000.00 Each Occurrence Personal $ NOT COVERED Each Person $ NOT COVERED Each Occurrence A. BODILY INJURY LIABILITY Business $ 100,000.00 Each Person $ 500,000.00 Each Occurrence $ 500,000.00 Aggregate Products Automobile $ 50,000.00 Each Occurrence B. PROPERTY DAMAGE LIABILITY Personal $ NOT COVERED Each Occurrence Business $ 50,000.00 Each rSfCFWMt $ 50,000.00 Aggregate Automobile $ NOT COVERED Each Person - Private Passenger Type Owned Automobile $ NOT COVERED Each Person - Other than Private Passenger Type'l Owned C. MEDICAL PAYMENTS Personal $ NOT COVERED Each Person Business $ NOT COVERED Each Person $ NOT COVERED Each Accident AUTOMOBILE PHYSICAL DAMAGE SUPPLEMENT ❑ Coverage Applies per Schedule M Coverage NOT Afforded OTHER SUPPLEMENTS: 5- The Provisional Deposit Premium is $ 126.00 If the Policy Period is for more than one year, an additional Provisional Deposit Premium shall be charged for each succeeding annual period. Such premiums are subject to ANNUAL audit. 6. The named insured's principal business operations are MARINA DEVELOPER 7. Records are kept and may be audited at the above address. * 8. During the past year no insurer has canceled or declined insurance issued to the named insured similar to that afforded hereunder. EXCEPTIONS, IF ANY, TO 7 or 8. )* absence of entry means "no exceptions "): 9. Should any policy listed below be canceled, reduced or transferred prior to its expiration date immediate written notice shall be given by the insured informing the company of such cancellation, reduction or transfer. POLICY SUBJECT OF AMOUNT OR EXPIRATION NAME OF COMPANY NUMBER INSURANCE COVERAGE LIMIT DATE I CERTIFY THAT;.THIS IS A TRUE AND CORRECT COPY OF POLI CLP 80171. AUTHORIZED REPRESEWTWE 6` r v Countersigned by � r Authorized Agent •O THESE DECLARATIONS WITH FORM CLP -9 S -SS CONSTITUTE THE ABOVE NUMBERED POLICY SEE REVERSE SIDE FOR ENDORSEMENTS APPLYING TO THIS POLICY. REQN-1 UNITED PACIFIC INSURANCE GROUP This Endorsement No. I , forms a part of Policy No. CLP 80171 at the hour designated in said policy, issued to * Agent and is effective * by the company of the UNITED PACIFIC INSURANCE GROUP designated therein. *These spaces need not be completed if this endorsement and the policy bear the same inception date. EXCLUSION OF AUTOMOBILES (For attachment to CLIP Policy) (MONTH -DAY -YEAR) In consideration of the reduced premium provided for in the policy, it is agreed that such insurance as is afforded by the policy for the Automobile hazards shall apply only to claims, suits or losses arising out of the use of an automobile in the business of the named insured, provided, however, that this insurance shall not apply: 1. to any automobile owned in whole or in part by a named insured; or, if the named insured is an individual, owned in whole or in part by (1) the spouse of such named insured or (2) a relative who is a resident of the same household; 2. to any automobile owned in whole or in part by a partner or by the spouse of such partner if the named insured is a partnership; 3. to any automobile while being operated by a named insured who is an individual or by the spouse of such named insured, or if the named insured is a partnership by a partner thereof or the spouse of a partner thereof. All terms and conditions of the policy to which this endorsement is atttac ^hed� remain unchanged except as herein specifically provided. Countersigned by Z.v1/%�ir Authorized Represenfafivc on esmew CLP -53 6 -61 l 4 4 I 6ii3xl A ioa�x _t , Agent This Endorsement No. 3 , forms a part o. al icy No. CLP 801 71 , and is effective (tli lt�i,"6 rear) and _ � expires at the hour designated in said policy, issued to ' (Month- Uay -S'e er) ! Theeaas A. Cox andlor Robert E. Harris and Everett S. Me Bruwall (No. of mewed) b/UND he CIFIC INSURANCE COMPANY. ADDITIONAL INTERESTS (Only items marked u are affected by this endorsement.) It is agreed that in consideration of a premium of $ -rye &r - iAf3$�.�. —• (Enter amoanLOr 'included', 'cturged', `to be determined by audit', etc.) is (are) Included as an Caaddltionol insured: L3 named insured: The County of Orange The City of Newport Beach 2. But only as respects the following: SUBJECT OF'INSURANCE COVERAGES AMOUNT OR LIMIT As respects provisions of that certain Jesse made and entered into the 13th day of May` 1964# between the County of Orange, a political subdivision of the State of California, lessor# and Thom" A. Cox and /or Robert B. Barris And Everett S. Me Branzell# learseeas. Owned by—MID . (Enter ..ma -or 'him', 'them', 'it') -- 3. While: ❑ Maintained or used by (Enter aamo -or `AT- rtnamr, 'It') The policy provides that taut 4107 days.�3tten notice 'ef.eancellatiou or change shall be ,&Ivan to 'th* above neved additional. insureds`,+ '. . Ail terms and wnditions of the policy to which this, endorsement 6r,etfachyd remain unchanged oxcepf as herein specifically provided. , Countersigned by �PO ( 1'&Z?-Lr Authorized Representative aloe nr G -31 3.59 ' w PERSONAL INJURY LIABILITY COVERAGE (For Attacbment to CLP -9 Policy) NAMED INSURED THOMAS A. COX, ET AL With respect to this endorsement only, the named insured is: LIMITS OF LIABILITY $ 100,000.00 $ 500,000.00 INSURED'S PARTICIPATION: each person aggregate endorsement aggregate % NONE SCHEDULE 0 The insurance afforded is only with respect to such of the following hazards as are indicated by specific premium charge or charges. HAZARDS PREMIUM 1. False Arrest, Detention or Imprisonment, or Malicious Prosecution $ 27.00 Min. 2. Libel, Slander or Defamation of Character $ INCL. 3. Invasion of Privacy, Wrongful Eviction or Wrongful Entry $ INCL. $ Total Premium $ 27.00 (Intl.) The company of the UNITED PACIFIC INSURANCE GROUP designated in the policy to which this endorsement is attached agrees with the named insured, in consideration of the payment of the premium and in reliance upon the statements in the declarations and subject to all of the terms of this endorsement: INSURING AGREEMENTS PERSONAL INJURY LIABILITY INSURANCE Coverage A - Individual Proprietorship, Partnership or Corporation as Named Insured. To pay on behalf of the insured all sums which the insured shall become legally obligated to pay as damages because of injury sustained by any person or organization and arising out of the hazards indicated in the Schedule above in the conduct of the named insured's business, and the company shall defend any suit against the insured alleging such injury and seeking damages which are payable under the terms of this endorsement, even if any of the allegations of the suit are groundless, false orfroud- ulent; but the company may make such investigation and settlement of any claim or suit as.it deems expedient. Coverage B - Individual as Named Insured. To pay on behalf of the insured all sums which the insured shall become legally obligated to pay as damages because of injury sustained by any person or organization and arising out of the hazards indicated in the Schedule above, andthe company shall defend any suit against the insured alleging such injury and seeking damages which are payable under the terms of this endorsement, even if any of the allegations of the suit are groundless, false or fraudulent; but the company may make such investigation and settlement of any claim or suit as it deems expedient. . II SUPPLEMENTARY PAYMENTS To pay, in addition to the applicable limits of liability: ( 1) all expenses incurred by the company, all costs taxed against the insured in any defended suit and all interest on the entire amount of any judgment therein which accrues after entry of the judgment and before the company has paid or tendered or deposited in court that part of the judgment which does not exceed the limit of the company's liability thereon; (2) premiums on appeal bonds required in any such suit, premiums on bonds to release attachments for an amount not in excess of the applicable limit of liability of this endorsement, but without any obligation to apply for or furnish any such bonds; (3) . all reasonable expenses, other than loss of earnings, incurred by the insured at the company's request. (See Reverse Side for Other Provisions Applying to.This Endorsement) This endorsement is attached to and forms a part of Policy No. CLP 80171 issued THOMAS A. CH 'AL s AL and shall become effective on NOVEMBER 1, 1964 1 at the hour designated in said policy. ENDORSEMENT NO. 4 )MONTH -DAY - YEAR) /' Signed by �.-> r _ _ Authorized Representative CLP -77 6 -64 III DEFINITION OF INSURED The unqualified word "insured" incl.udes the named insured (shown above) and also includes: (a) under coverage A, (1) if a corporation, any executive officer, director or stockholder thereof while acting within the scope of his duties as such, or (2) if a partnership, any partner therein but only with respect to his liability as such. (b) under coverage B, the spouse of the individual named insured if a resident of the same household. The insurance afforded under this endorsement applies separately to each insured against whom claim is made or suit is brought, but the inclusion herein of more than one insured shall not operate to increasethe limits of the company's liability; provided, if more than one individual is so named as insured with respect to coverage B, the limits of liability and other terms of the policy shall apply separately to each, in the some manner as though each was the only individual so named. IV ENDORSEMENT PERIOD, TERRITORY This endorsement applies only to injury occurring on and after the effective date hereof, during the policy period and within the United States of America, its territories or possessions; or Canada. EXCLUSIONS This endorsement does not apply: (a) to liability assumed by an insured under any contract or agreement; (b) to liability of an insured arising out of discrimination or alleged discrimination against any person or persons; (c) to injury arising out of the wilful violation of a penal statute or ordinance committed by or with the knowledge or consent of an insured; (d) to injury arising out of any advertising, broadcasting or telecasting activities by or for an insured; (e) to injury sustained by any person as the result of an offense directly or indirectly related to the employment of such person by any insured; (f) under coverage B, to injury arising out of the conduct of the insured's business or out of any business pursuits of an insured; or out of any act or omission of the insured in connection with premises, other than as defined in the definition of "Residence Premises" of the policy to which this endorsement is attached; (g) under coverage B, to any person as an insured with respect to claims, suits or lasses arising out of his activities as: (1) an employee, officer, director, trustee or agent of the United States Government or of any state, county, school district or any other political subdivision, or (2) a candidate for public office or arising out of his activities on behalf of a candidate for public office.. None of the exclusions of the policy to which this endorsement is attached apply to the insurance afforded by this endorse- ment except exclusions and definitions applicable to the hazards of nuclear energy and other hazards related thereto.', CONDITIONS Policy Conditions The conditions of the policy captioned "Inspection and Audit ", "Notice of Claim or Suit ", "Assistance and Cooperation of the Insured ", "Action Against Company ", "Other Insurance" (first paragraph), "Subrogation ", "Changes ", "Assign. ment", "Cancellation" and "Declarations" apply to the insurance afforded by this endorsement. 2. Premium The earned premium for this endorsement shad be computed in accordance with the company's rules, rates, rating plans, premiums and minimum premiums, applicable to this insurance. 3. Notice of Injury or Occurrence In the event of injury to which this endorsement applies or of an occurrence which may give rise to a claim therefor, written notice.. shall be given by or on behalf of the insured to the company or any of its authorized agents as soon as practicable. Such notice shall contain particulars sufficient to identify the insured end also reasonably obtainable in. formation respecting the time, place and circumstances of the occurrence, the names and addresses of the injured and of available witnesses. 4. Insured's Participation If a participation percentage is stated above for the insured, the company shall not be liable for a greater proportion of the damages payable than the difference between such percentage and one hundred per cent, and the balance of such damages shall be borne by the insured; provided, the company may pay the insured's said proportion of the damages to effect settlement of the loss and, upon notification of the action taken, the named insured shall promptly reimburse the company therefor. 5. Limits of Liability The limit of liability stated above as applicable to "each person aggregate" is the limit of the company's liability under this endorsement for all damages arising out of one or more injuries sustained by the some person or organization during tJhe endorsement period; the limit of ility stated above as 'endorsement aggregate"'s, s ubjecf to the above provisions respecting "each person aggregate a total Jimit of the company's liability unde endorsement for all damages. � N e ( • Agent Be Raw MASRIS Ma . This Endorsement No. 5 , forms a part of Polity No. Ci.P 80171 . , and is effective * 2/3/655. at the hour designated in said policy, issued to * (MONTH - DAY -YEAR) NEWMT ARCM MMUMAe BT AL by the UNITED PACIFIC INSURANCE COMPANY. - - *These spaces need not be completed if this endorsement and the policy bear the same inception date. AMENDMENT OF POLICY (No Premium Change) It Is agreed that the is (are) amended as follows: THMUS A. = and ROBBRT Be RAMS jod RVMWi$ S. H. . BIRIiNZ= DBA MEWPOBT ASCRBS MAEIMAe dOIMTU BUT. MDT SEYSSAUT. Only items marked ff3 are hereby affected. All terms and conditions of the policy to which this endorsement is attached remain unchanged except as herein specifically provided. SIC /an 2/8/65 Countersigned by . C" !(AA /v1s✓ - `'r" Authorized Representative vea.mex. C-28 9 -56 Name of Insured Q Description of Automobile and Purchase Information ' Q Principal Place of Paaroging Q Address of Insured Q Motor Number Q Location of Premises. Q Policy Period Q Serial Number [] Nameof Mortgagee or Loss Payee" Q Coverage - Q Occupation or Principal Business of Named Insured Q Address of Mortgagee or Loss Payee Q Limits of Liability Q Employer's Name & Description of Business Q. is (are) amended as follows: THMUS A. = and ROBBRT Be RAMS jod RVMWi$ S. H. . BIRIiNZ= DBA MEWPOBT ASCRBS MAEIMAe dOIMTU BUT. MDT SEYSSAUT. Only items marked ff3 are hereby affected. All terms and conditions of the policy to which this endorsement is attached remain unchanged except as herein specifically provided. SIC /an 2/8/65 Countersigned by . C" !(AA /v1s✓ - `'r" Authorized Representative vea.mex. C-28 9 -56 • Agent • UNITED PACIFIC ® INSURANCE GROUP RON= 8e 241M I8811111AMM. This Endorsement No. 6 , forms a part of Policy No. W 81171 and is effective * (MUMAYEAR) at the hour designated in said policy, issued to * WNPM AM= MA Us, IT AL by the company of the UNITED PACIFIC INSURANCE GROUP designated therein. *These spaces need not be completed if this endorsement and the policy bear the same inception date. It I8 Aw b IM I If 01 OF Te MJCt 4XMWmr a AVM EM" is MW IT aaMMI u I!8 3"Z1R 2. All terms end conditions of the policy to which this endorsement is attached remain unchanged except as herein specifically provided. R/M 2/8/65 Countersigned by Authorized ReorasemaHve vasuoe a. G-11 10.53 Agent UNITED PACIFIC NJ INSURANCE GROUP This Endorsement No. 2 , forms a part of Policy No. CLP 80171 at the hour designated in said policy, issued to * and is effective * by the company of the UNITED PACIFIC INSURANCE GROUP designated therein. *These spaces need not be completed if this endorsement and the policy bear the same inception date. PROPERTY DAMAGE — BROAD FORM (DEDUCTIBLE) (Contractor's Special Form — For Attachment to CLP Policy) It is agreed that: (MONTH- DAY -YEAR) 1. With respect to the Business hazard, Coverage B — Property Damage Liability — of Insuring Agreement I of the policy is deleted and replaced by the following: "To pay on behalf of the insured all sums which the insured shall become obligated to pay by reason of liability for damages (a) imposed upon him by law or (b) assumed by him under any contract or agreement wholly in writing, because of physical injury to or destruction of tangible property, including loss of use thereof, hereinafter called 'property damage' ". Wherever the word "accident" appears in the policy and is applicable to Coverage B with respect to the Business hazard, it is amended to read "occurrence ". 2. Exclusion (g) is deleted and the following is substituted "(g) with respect to the Business hazard only, to property damage (1) to property owned, leased, rented or used by the insured; (2) to property held by the insured for storage or sale, or to property in the care, custody or control of the insured for repair while on the premises of the insured, except injury to or destruction of such property arising out of the use of elevators or escalators or liability assumed under sidetrack agree- ments; (3) that portion of property (a) consisting of work which is in the process of construction by the insured, including materials, equipment or property used or to be used, or being installed, erected, moved or removed in connection therewith; provided, however, that in the case of work consisting of alterations or repairs, this exclusion shall apply only to that portion of the work being altered or repaired, or (b) upon which operations are being performed by the insured at the time of the injury thereto or destruction thereof, arising out of such operations, or (c) out of which any injury or destruction arises; (4) to goods or products manufactured, sold, handled or distributed, or premises alienated by the named insured, or work completed by or for the named insured out of which the occurrence arises; (5) property knowingly or intentionally damaged by or at the direction of the insured; and (6) caused by any material discharged or released from aircraft in the course of dusting, spraying or seeding;" It is further agreed that such insurance as is afforded by the policy for Coverage B with respect to the Business hazard applies subject to the following provisions: (a) $ NONE shall be deducted from the total amount of all sums which the insured shall become obligated to pay by reason of the liability imposed upon him by law for damages on account of each OCCURRENCE and the company shall be liable only for the difference between such deductible amount and the limit of the company's liability for each occurrence, as stated in the policy. (b) The terms of the policy, including those with respect to notice of occurrence and the company's right to investigate, negotiate and settle any claim or suit, apply irrespective of the application of the deductible amount. (c) The company may pay any part or all of the deductible amount to effect settlement of any claim or suit, and upon notification of the action taken, the named insured shall promptly reimburse the company for such part of the deductible amount as has been paid by the company. All terms and conditions offJ the policy to which this endorsement is attached remain unchanged except as herein specifically provided. Countersigned by Authorized Representative aA CZmr� CLP -103 1 -64 • Agent SERT Ee HARR13 1N511.411111NCE UNITED PACIFIC a INSURANCE GROUP This Endorsement No. 7 , forms a part of Policy No. CLP 80 171 , and is effective * 22165 at the hour designated in said * NEWPORT ARCHES MARINA, ET AL (MOM H- AY-YEAR) g policy, issued }o by the company of the UNITED PACIFIC INSURANCE GROUP designated therein. *These spaces need not be completed if this endorsement and the policy bear the same inception dote. PLATE GLASS SUPPLEMENT (For Use With Other 7 -hnn PG Policies) DECLARATIONS: 1. Name of Insured (same ae the policy, unlesr otherwise ep.cifi.d above) 2. Location of Glass Covered 3333 WEST COAST HIGHWAY, NEWPORT BEACH, CALIFORNIA 3. Occupancy of Premises OFFICE BUILDING INSURING AGREEMENTS THE UNITED PACIFIC INSURANCE COMPANY also agrees with the Insured, named in the declarations made a pan hereof, In considers, ton of the payment of the premium and in reliance upon the statements in the declarations and subject to the limits of liability, exclusions, conditions and other terms of this supplement: COVERAGE A • To pay for damage during the policy period to the gloss described in the schedule and to the lettering and ornamentation separately described therein, by breakage of the glass or by chemicals accidentally or maliciously applied. COVERAGE O • To pay for: (a) repairing or replacing frames immediately encasing and contiguous to such glass when necessary because of such damage; (b) installing temporary plates In or boarding up openings containing such glass when necessary because of unavoidable delay in repairing or replacing such damaged glass; (c) removing or replacing any obstructions, other than window displays, when necessary in replacing such damaged glass, letteting or ornamentation. EXCLUSIONS THIS SUPPLEMENT DOES NOT APPLY: (a) to loss by fire; (b) to loss due to war, whether or not declared, civil war, insurrection, rebellion or revolution, or to any act or condition incident to any of the foregoing; (c) to loss due to nuclear reoction, nuclear radiation or radioactive contamination, or to any act or condition incident to any of the foregoing. CONDITIONS 1. LIMITS OF LIABILITY AND SETTLEMENT OPTIONS. The limit of the company's liability for damage shall not exceed the actual cash value of the property at time of loss, nor what it would then cost to repair or replace the damaged property with other of the nearest obtain- able kind. and quality, nor the applicable limit of insurance stated in the supplement, provided, however, the limit of liability under each of divisions (a), (b) and (c) of Coverage B is $75 with respect due to loss due to any one occurrence at any one location, separately occupied `or designed for separate occupancy. ' If there is o loss, under Coverage A, of on article which is part of a pair or set, the measure of loss shall be a reasonoble and fair propor- tion of the total value of the pair or set, giving consideration to the importance of said article, but such loss shall not be construed to mean total loss of the pair or set. The company may pay for the loss in money or may repair or replace the property. Any property so paid for or replaced shall become the property of the company. (See Reverse Side For Other Provisions Applying To This Sub plem¢nt) h6 Ali terms end conditions of the policy to which this endorsement is attached remain unchanged except as herein specificq)ly. pYrly,'�i Countersigned by A fhonted Reoresamaflve roes, or.,♦ PG-21 9 -58 2. INSURED'S DUTIES WHEN LOSS OCCURS pan knowledge of loss, t'. , ins: red shall: (o) give notice thereof as soon as practicable to the company or any of its authorized agents; (b) upon the company's request, file proof of loss, under oath if required, on forms provided by the company. 3. OTHER INSURANCE. If the insured has other insurance against a loss covered by this supplement the company shall not belieble under this supplement for a greater proportion of such loss than the applicable limit of insurance under this supplement bears to the fetal applicable limit of all valid and collectible insurance against such toss. 4. ACTION AGAINST COMPANY. No action shall lie against the company unless, as a condition precedent thereto, those shall hove been lull compliance with all the temps of this policy, nor until thirty days after the required proofs of loss have been filed with the eompony. 5. DECLARATIONS. By acceptance of this supplement the insured agrees that the s• 'em ants i- the dr' .,.. are his agreements and representations, that this supplement is issued in reliance upon the truth of such t 1• °,t, anc this supplement embodies all agreements existing between himself and the company or any of its age MS ,elating to thi. iu b. None of the insuring agreements, exclusions, conditions or other prov sis of Poe polio, by ' +ly to , surance afforded by *is supplement, except that those conditions or provisions captioned "Subrogar.: - 'ellation' . , +en i "Ch"- '`•011 ft-'m a part of this supplement a$ firmly as though written at printed herein. Item Number 2 3 4 5 ' M I Widtb I ar°.r in in atw Inch. lnrb", i I 60 1 � 1 i 24 80 i � 65 I e0 3 54 80 2 66 ; 2•t 2 1 24 I 60 I I SCHFDUf E mail ad s stet• 'a a vat% 1. �' =1s z i t n�. z unfk j iffsew a lot Ie fee, slur 'es. a '>, r if any II pr�t� A, V ._ "LASS St. 8 0'4 PLA:. '_, 5S SOL/ 'AY PLATE GLASS SOLAit PLATE G 'S", F. t TER' 51 _16 16.64 40.60 g -44 IT 1A. t Agent _ .IGKRT E. NMIS INSUPk4M This Endorsement No. 8 , forms a pert of Policy No. CLP 80171 , and is effective of the hour designated in said policy, Issued to Or THOMAS A. COX ANo /M ROBERT E. KW#S & EVERETT S. M. BRUNZELL DBA NE{tIPORT ARCHES MARINA by the UNITED PACIFIC INSURANCE COMPANY. *These spaces need not be completed $I this endorsement and the policy bear the same Inception date. AMENDMENT OF POLICY (No Prewitin C6aege) Q Principal Place of Guraging Q Location of Premises Q Nome of Mortgagee or Loss Pays* Q Address of Mortgagee or Loss Pay" Q It Is agreed that the ® Name of Insured Q Description of Automobile and Purchase Information C3 Address of Insured Q Wtot Number Q Policy Period Q Serial Number Q Coverage Q Occupation or Principal Business of Nomed Insured Q Limits of Llobllity [] Employer's Nome & Description of Business is (are) amended as follows: 35/63 IM H- AY•YEAR) ROBERT E. HARRIS AND EVERETT S. M. MNZELL, WA NEWORT ARCHES MARINA, JOINTLY OuT NOT SEVERALLY Only items marked [_K are hereby affected. All forms and conditions of the policy to which this endorsement is attached remain unchanged *wept as heroin epeelllcally, provided. 3%°23/65 /fJ Counf*rsigned by_ �1.. —. A0horixod Represanta'4 - -- - -- ..enni.. G28 9 -56 a.A54 1 -64 AMENDMENT OF POLICY _ Automobile A/P $ 102,00 (OI items marked ® "s, affected by this Sedate pit.) ROBERT E. HARRIS-INS In consideration of the premium indicated in the following SCHEDULE, it is understood and agreedds foltowt: F-1 1. COVERAGE ADDED — The Policy is extended to apply to the coverage(s) indicated by d premium in the following SCHEDULE; I] 2. PREMIUM CHANGE — The premium for the policy is changed to read as indicated its thN following SCHEDULE; ® 3. AUTOMOBILE ADDED — The coverage(s) indicated by a premium in the SCHEDULE shall apply to the following described automobile principally used at YEAR TRADE NAME BODY TYPE 1965 CHEVROLET PICKUP MODEL DATE PURCHASED NEW OR USED SERIAL NUMBER MOTOR NUMBER 1368052127946 COST EL CAMINO 365 N If mortgaged or encumbered, loss hereunder is payable as interest may appear, to the named insured and SYMBOL 2401 -1 Except with respect to bailment lease, conditional sale, mortgage or other encumbrance the named insured Is the cola owner of the automobile, unless otherwise specified herein I3 4. AUTOMOBILE DELETED — The coverage afforded by the policy ceases to cover the following described automobile; I=_ YEAR MODEL MAKE BODY TYPE SCHEDULE vs n/m PAC Nn 1 CLASS 6 MOTOR NUMBER ,.. COVERAGES LIMITS OF LIABILITY W ( OLICYI pq EMIUMS DDITIONAL pREMI MS OLD (POLIC Y) PREMIVMS RETURN PREMIUMS BODILY INJURY LIABILITY $ 1001000.00 each person $ each occurrence 62,00 39.00 PROPERTY DAMAGE LIABILITY $ each occurrence 31,00 20,00 AUTOMOBILE MEDICAL PAYMENTS $ each person 14,00 9.00 FIRE, TRANSPORTATION AND THEFT C7 Actual cash value os COMPREHENSIVE [Z] Actual cash value [] $ COLLISION Actual cash value less $ eductible TONING AND LABOR COSTS $25.00 each disablement ENDORSEMENTS ATTACHED __ PERSONAL COMPREHENSIVE. LIABILITY Al ITC) Per supoN,mrnt attached 4-00 18-00 11-00 NON-06NFD Cl ASS 11 259 .113 4. TOTALS 185• i 24' 15• .vv �r.n!TIONAI_ r1R r1 RETURN PREMIUM . NOTE: Accepran a necessary only when limits or coverage are REDUCED. Aeceplte$bq :" INS.. EC All other terms and conditions remaining unchanged of the UNITED PACIFIC tK$URANCE COMPANY to and farming part of Policy No. CLP 80171 issued to NEWPORT ARCHES MARINA DORSEMENT NO 9 and shall become effective on / q / , at the hour designated :.in' raid policy. t M ntt6 5565Yem 1 MLB�MrI 323/65_ Countersigned by r. A,Sh >ased RapresD tK —'� A -454 1.64 I Ert a Agent ROMEO #a HARRIS INSURANCE 'AO KY This Endorsement No. 10 , forms a part of Policy No. CLP 80171 , and is effective (M 3I14, AL) and expires M Ll / i� at the hour designated in said policy, issued to lT r ( in d by the UNITED PACIFIC INSURANCE COMPANY. NEWPORT ARCHES MARINA (Name of Insured) ADDITIONAL INTERESTS (Only items marked I�X are affected by this endorsement.) It is agreed that inconsideration of a premium of $ INCLUDED (Enter amount -or 'included', 'charged', 'to be determined by audit', etc.) 1. The below nomed is (ore) included as an [$1 additional insured: M named insured: ALLEN AUTO LEASING COMPANY INC 6020 WASHINGTON BOULEVARD CULVER CITY, CALIFORNIA 2. But only as respects the following: © SUBJECT OF INSURANCE COVERAGES AMOUNT OR LIMIT 1965 CHEVROLET PICKUP BODILY INJURY $100,000.00 EACH PERSON M 0 1368052127946 $500,000.00 EACH OCCURRENCE PROPERTY DAMAGE $ 50,000.00 EACH OCCURRENCE COMPREHENSIVE Actual Cash Value ❑ Owned by COLLI5T7Mrname-or •him','mam',Mtl00 Deductible 3. While: ❑ Maintained or used by (tinier name -or 'hva', •them', '(t') BUT III SOLELY AS RESPECTS THIS AUTOMOBILE WHILE LEASED BY THE NAMED INSURED All terms and conditions of the policy to which this endorsement is attached remain unchanged except as herein specifically provided. Countersigned by Authori¢ed eoresenretive G -31 3.59 UNITED PACIFIC • INSURANCE GROUP Agent ROOT E. HARRIS INS, AGENCY, INC This Endorsement No. 11 ,forms a part of Policy No. CLP 80171 , and is effective * 3/19165 at the hour designated in said policy, issued to * Thawas A. COX aed /Or Robert E. Harris A(MONTH- DAY -YEAR) Everett S. No Brnasoll dba/ NsI Arches Marisa by the company of the UNITED PACIFIC INSURANCE GROUP designated therein. *These spaces need not be completed if this endorsement and the policy bear the same inception date. ENDORSEMENT #8 IS HERBY DMATED IN ITS ENTIRETY All terms and conditions of the policy to which this endorsement is attached remain unchanged except as herein specifically provided. Countersigned by T�-Z l t�' J/ j oresearatve veeNOCe G -11 10.53 ROBOT E. V y OFFII jO'E�S! OF ADRIAN KUYPER .THE COUNT 1 COU+ T COUNTY COUNi[L � Y'� CLAYTON H. PARKER COUIN L i TT��� OF OAANG) cHIE, ASSISTANY COUNTY ADMINISTRATION SUILDIN' P. O. BOX 1062 SEYMOUR S. PIZER _ SANTA ANA. CALIFORNIA 92702 JOHN M. PATTERSON ASSISTANTS July. 27, 1965 FREDERICK M. BROSIO. JR. - - ARTHUR C. WAHLSTEDT. JR. LOUIS L. SELBY . ROBERT F. NUTTMAN - GEORGE G. LOGAN RONALD STEELMAN WILLIAM J. MCCOURT JOSEPH W. BLOCKER Kenneth Sampson Director Orange County Harbor District 1901 Bayside Drive Newport Beach, California 92662 Re: City- County Dock Property . Dear Sir: bJ -G4tY TELEPHONE 847.0047 i. ! i. O.C. HARB R gEPT. Date:, I4 f I ;j _ 1 FACTS I . The lessee of the property known as the City- County Dock Property has submitted a proposed building plan for Building "A" referred to in Lease Documents dated January, 1964. The proposal calls for a six -story building with a total of 42,988 square zees, whereas the lease provides that said building shall be five stories with a total square footage of 37,000 square feet. QUESTIONS 1. Does the proposed building substantially comply 4 with the lease requirements? 2. If not, what modifications would be necessary to bring it within the scope of the lease? 3. Is this a matter which comes exclusively within the city land use and building ordinances? I ANSWERS 1. No. ...... ........ :,_.. ..,-... w•, n.. a--:,....,..,:- v, 5-' rnn�I.. T✓ n4�I+.+ wM�t"!+ g• n*° w` AN! e! enee+ l' y^ �fM ;T!!^R- pYwnwl?�t?°�^"^n'a"g^'I' 9'f�N""'""°"°'"""'^!'n°""''"" 65 -248 Kenneth Sampson Page 2 July 27, 1965 i 2. Amendment to the lease would be necessary to allow _ the construction of the proposed building. 3 3. While it is necessary that city ordinances be ob- served, the building must also comply with the above- referenced lease. ANALYSIS Paragraph 3(a) of the above - referenced lease provides i in part as follows: "No other buildings may be built without lessor." This would clearly indicate t f written approval of the that the lease as it was let to -bid was subject to modification..: at a later date. Any person interested in submitting a bid on said lease, therefore, would have been on notice that.the lease was not static in its terms. In addition, the very long term lease arrangement contemplates that un- nature of a foreseen contingencies and changes in conditions will arise so as to necessitate modif ications of the terms of the lease While the construction would not from time to time. proposed be permissible under the present terms of the lease, we sea no objection to reasonable modifications of the provisions i thereof, as long as the principle objectives of the lease are not violated. Very truly yours, . r an u p ounty ounse And eorge ogan, eputy GGL: j l i 'a.,... y........ �.. r. m.' 1.. In. l�y^ vrw'! Y ']+Me!nTef/IAMYn•wM!lTq!!.X. 111} iT%^ NgjAii�fO��M !TT!KV�!RYh!'!gNy�R�tf� qw NITED PACIFIC C,r INSURANCE COMPANY A MEMBER OF UNITED PACIFIC INSURANCE GROUP (CERTIFICATE HOME OFFICE: TACOMA, WASHINGTON OF INSURANCE In Effect on Date of This Certificate This is to certify that the policy described below has been issued by the UNITED PACIFIC INSURANCE COMPANY, as insurer, only to the insured named below. Any requirements or any provisions in contracts or agreements between the insured and any other person, firm or corporation shall not enlarge, alter or amend the definition of insured or any of the terms, conditions, exclusions, or limitations of the policy described below. That policy, subject to all of its limitations of liability, coverages, hazards, exclusions, provisions, conditions and other terms, is in full force and effect as of the date this certificate was issued. ROBERT E. HARRIS & EVERETT S. M. BRUNZELL dba/ Name of insured NEWPORT ARCHES MARINA, Jointly but not Severally 3700 Newport Blvd., Suite 201 Address of insured .Newport Beach, Ci� lifornia Policy Number CLP 80171 Effective 11/1/64 Expires 1Jl W.65 COVERAGES HAZARDS LIMITS OF LIA Y BODILY INJURY Automobile $ 100,000.00 Each Person $ 500,000.00 Each Occurrence LIABILITY Other than Automobile $ 100t000.00 Each Person $ 5500,000.00 Each Occurrence $ 500,000.00 Aggregate Products - Completed Operations PROPERTY DAMAGE Automobile $ 50,000.00 Each Occurrence LIABILITY Other than Automobile $ 50,000.00 Each Accident $ 550,000.00 Aggregate In accordance with the above, the captioned policy insures the liability of the insured named above arising from (1) operations by or on behalf of the insured, or (2) premises or property used by or on behalf of the insured in connection with such operations; subject, however, to all the provisions, exclusions and limitations of the Policy- As respects provisions of that certain lease made and entered into the 13th day of May, 1964, between the County of Orange, a political subdivision of the State of California, Lessor, and Robert E. Harris & Everett S. M. Brunzell, Lessees. The policy provides, under the Insuring Agreements, contractual liability coverage with respect to any contract or agreement wholly in writing. Such contractual coverage is subject to all the exclusions, conditions and other provisions of the policy. The policy provides that ten (10) days written notice of caratiaill shall be given to the addressee designated below: Dated' CITY,.- ORNEY. This certificate is not a policy and of itself does not afford any insurance. Not 'ng cy�/tt. f wt, c shall be construed as extending coverage not afforded by the policy shown a cur any insured not named above. Except as specifically provided for in this certificate, Unite acific In ante Company has no duty to notify the party to whom this certificate is addressed as to any changes or cancellation of the policy and shall not be responsible for any failure to do so. Date April 14, 1965 e To City of Newport Beach PRESIDENT City eyrs Office Hall, Address City Ball, Countersigned by AUTHOR .�1� iGsad Newport Beach, California HORIZEa RERR ESENT ATIVE `� ROBERT E. HARRIS INSURANCE AGENCY, INC. 0. 694 3-64 40 ITED PACIFIC 1111=10111111111111111111 INSURANCE COMPANY • CERTIFICATE A MEMBER OF UNITED PACIFIC INSURANCE GROUP HOME OFFICE: TACOMA, WASHINGTON OF INSURANCE in Effect on Date of This Certificate This is to certify that the policy described below has been issued by the UNITED PACIFIC INSURANCE COMPANY, as insurer, only to the insured named below. Any requirements or any provisions in contracts or agreements between the insured and any other person, firm or corporation shall not enlarge, alter or amend the definition of insured or any of the terms, conditions, exclusions, or limitations of the policy described below. That policy, subject to all of its limitations of liability, coverages, hazards, exclusions, provisions, conditions and other terms, is in full force and effect as of the date this certificate was issued. ROBIRT B. HARRIS & RPRRRTT S. M. BRHHlRU dba/ Name of insured RRWPORT ARCERS MARI11Af Jointly but net Severally 3700 Newport Blvd.. Snits 201 Address of insured Mlllpert Beasho Rlifternis Policy Number CLP 80171 ec ive 11/1/64 Expires )KNO COVERAGES HAZARDS LIMITS OF LI P BODILY INJURY Automobile $ 100 000.00 Each Person $ SOO 00a . 00 Each Occurrence LIABILITY Other than Automobile $ 1000000 00 Each Person $ sm 000 00 Each Occurrence f • $30 : f 000.00 Aggregate Products - Completed Operations PROPERTY DAMAGE Automobile $ 3t�a.f0M.00 Each Occurrence 50 LIABILITY Other than Automobile $ 9000.00 Each Accident $SOf00.00 Aggregate In accordance with the above, the captioned policy insures the liability of the insured named above arising from (1) operations by or on behalf of the insured, or (2) premises or property used by or on behalf of the insured in connection with such operations; subject, however, to all the provisions, exclusions and limitations of the Policy- As respects provisions of tbot certain lea" sods and entered into the 13th dap of Mayo 1966o bet the County of Orsngno a political subdivision of the State of California. Lssoro asd Robert 19. Harris 4 Bvrrntt S. N. Brnusollo Lasses. The policy provides, under the Insuring Agreements, contractual liability coverage with respect to any contract or agreement wholly in writing. Such contractual coverage is subject to all the exclusions, conditions and other provisions of the policy. The policy provides that ten (10) daps written notion of cancellation or show shall be given to the address** desionated belewIl This certificate is not a policy and of itself does not afford any insurance. Nothing contained in this certificate shall be construed as extending coverage not afforded by the policy shown above or as affording insurance to any insured not named above. Except as specifically provided for in this certificate, United Pacific Insurance Company has no duty to notify the party to whom this certificate is addressed as to any changes or cancellation of the policy and shall not be responsible for any failure to do so. Date April 140 1965 To City of Newport Beach City Atterneyfa Office Address City Hallo Newport Bescho California 0 -694 3 -64 PRESIDENT i Countersigned by �-�� .1,/./ -G (✓ T AUTHORIZED REPRESENTATIVE ROBRRT R. HARRIS IHSQRANC6 AGIMCYf, MC. find aW,C& ay Wn 17 . 3700 NEWPORT BOULEVARD NEWPORT BEACH, CALIFORNIA 92663 POST OFFICE DRAWER 1817 'MAdison 92328 • ORiole 3 -5060 April 14, 1965 TO:. Mr. Don•Means City Hail Newport Obach't,Californla SUBJECT. NEWPORT ARCHES MARINA WE ENCLOSE THE FOLLOWING: Copy of United Pacific Insurance Company Policy No. CLP 80171, and Certificates-of Insurance (in duplicate). REMARKS. Dear Mr. Means: The enclosures are forwarded to you as per our telephone conversa- tion of April 13th. We trust all is satisfactory, but should you have any questions, please do not hesitate to calla Kind regards, encls .lames Crowshaw /cm i quo CITY OF NEWPORT BEACH G P CITY ATTORNEY 0 rP RTMENT April 13, 1965 To: Purchasing Agent From: City Attorney Subject: Tom Cox dba Newport Arches Marina, et al, FH 7402588 Transmitted is a letter dated April 9, 1965, directed to the City of Newport Beach, c/o City Attorney's Office, from Chubb & Son Inc., Underwriters, advising of the cancellation of the captioned policy effective March 3, 1965, and of their under- standing that a policy for the completed marina has been written through the Robert E. Harris Insurance Agency Inc. This is referred to you for the purpose of follow -up to de- termine that all of the City's insurance requirements as to the subject property are complied with. Tull . Se m u/ THS :mec City Attorney — Enc. MK C.✓to+.0 S4,gW p r. R011, ; NAKre,s A4. rl�y 3707 Ne'wP,, RT 'Ha4 (oi3 -5Obv MMt,Je4 L'oP.Ei s of S Y n. . ,Z , 2- TJ , , A S R'e Q rt8 p �A4 1- a o O'r 1&dWyon jW. a 6A4 ./V. X4 /0098 April 9, 1965 City of Newport Beach c/o City Attorney's Office City Hall Newport Beach, California Gentlemen: Awt , � lee Re: Tom Cox dba Newport Arches Marina, et al, FH 7402588 Please be advised that the captioned policy was cancelled effective March 3, 1965. The captioned policy covered the Builders Risk portion of the venture and, as of that date, the builders risk ceased and the Robert E. Harris Insurance Agency Inc requested cancellation as of March 3rd. It is our understanding that the Robert E. Harris Insurance Agency Inc has written a policy through another underwriter for the oaptieaed Marina. C�., ,o e Pram Very truly yours, aCh rlees I indla CF /jb , 4 g/ �013T C. HAKK13 ]Ns aka p NEwPoRT 6773 -�104,a A6EN4.y yli Q1 . R�ccN�G 1„ W: r �r 1 RESOLUTION OF THE BOARD OF SUPERVISORS 2 OF ORANGE COUNTY, CALIFORNIA 3 June 30, 1964 4 On motion of Supervisor Allen, duly seconded and carried, the 5 following Resolution was adopted: 6 BE IT RESOLVED that the Vice - Chairman of this Board be and he 7 is hereby authorized to execute that certain Amendment dated June 30, 8 1964, to the City - County Dock Property Lease between the County of 9 Orange and Thomas A. Cox, dated May 15, 1964, and the Clerk is directed 10 to attest the same. 11 12 13 14 x 15 Ono 16 AYES: SUPERVISORS ALTON E. ALLEN, WM. HIRSTEIN, DAVID L. BAKER, o AND C.M. FEATHERLY $a 27 NOES: SUPERVISORS NONE 18 ABSENT: SUPERVISORS WILLIAM J. PHILLIPS 19 20 STATE OF CALIFORNIA ) as. 21 COUNTY OF ORANGE ) 22 I, W. E. ST. JOHN, County Clerk and ex- officio Clerk of the 23 Board of Supervisors of Orange County, California, hereby certify that 24 the above and foregoing Resolution was duly and regularly adopted by 25 the said Board at a regular meeting thereof held on the 30th day of 26 June 1964 , and passed by a unanimous vote of said Board 27 members present. - "° ' -• .,,; .:., 28 IN WITNESS WHEREOF nt3 -,set my hand and seal this 29 30th day of June x 30 X196 W. &:'ST JOHN 31 County C1erk::taad ' ex- officio Clerk of the :Board 6-f Supervisors of SCP:ks2 '' :.' :Q;_8'M%e County, California ,. „ epu t' y I E I 3 4 5 e 71 8f 9 10 11 12 13 141 d > 15 O's 16 U d n �o OZ< $0 171 Q 19 201 I 221 23 241 25 261 I 271 281 i 0 AMENDMENT TO LEASE City- County Dock Property THIS AGREEMENT. made and entered into this day of , 1964, between the COUNTY OF ORANGE and THOMAS A. COX, amend the Lease entered into between the same parties as Lessor and Lessee, respectively,-dated May 13, 1964, as follows: 1. Sheet No. 6 of Drawing No. N 12.5- 1,captioned "Plan Water Site :.evelopment" dated December 1962 as revised May 10, 1963, is hereby del --ted from said plans attached to said Lease and made a part there-.,)f by paragraph 3(a), page L5 and in lieu thereof there shall be substituted the attached drawing entitled "Proposed Boat Slips, Newport Bay, Newport Beach, California ", dated May 16, 1964. 1::s Amendment shall be valid only upon approval of the prof. -jed change by the Corps of Engineers, United States Army, and Lessee shall furnish a copy of such approval to Lessor. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the aate first above written. 2911 ATTEST: W. E. ST JOHN /"Thomas A. Co Lessee COUNTY OF ORANGE 30 County Clerk and ex- officio Clerk of said Board of Supervisors 311 321 By Deputy T SCP:ft airman of its . ot SuP4 visors Lessor &%11409 M LEI, Jol PRDPSLIPS VICINITY SUR4 VAOKZ 4,0' NffWfof�T 5&1, Cbl-IFOKMA ,jr-KT 5WNVIN(b AIM r-YMn55U1 INr'CtT AND VCNOTt. PtrTIA5 BtLcm Mt,,,NLOWrK Low rM46TE Or nM b7FROXIMar-LY 10=T. VA410E30K UNM') Nrt TIOM 012 KF-Wfr.,RT SAY 60 -4, 4- ft)KTJON F�- I OC)!=w 5,N T 10 N Z8 T ,!� it� NW, 01-F NCWY'O�T SAY b 5 C)Z5 A--b- its T_ vrwl tilt C Bd IOC 16C BW 5LIM NEWFCRT MY HaWroorr BEAGW, CAU PMN A THE CRAMOE COUNTY kAFtBaFt OST. M4AS OF THE BOARD OF SUPERS OF ORANGE COUNTY, CALIFORNIA. June 30, 1964 A regular meeting of the Board of Supervisors of Orange County, California, also sitting as the Governing Board of the Districts governed by the Board of Supervisors, was held June 30, 1964 , at 9:30 A.M. The following named members being present: C•M. Featherly, Visa - Chairman, David L. Baker, Wm. Hirstein, Alton E. Alien and the Clerk. Absents William J. Phillips, Chairman IN RE: AUTHORIZE HARBOR MANAGER TO APPLY TO CORPS OF ENGnwas, UNITED STATES ARMY, FOR NECESSARY APPROVAL FOR AiT TO LEASE CITY - COUNTY DOCK PROPERTY THOMAS A. COX On motion of Supervisor Allen, duly seconded and unanimously carried by Board members present, Kenneth Sampson, Harbor Manager, Orange County Harbor District, is authorized to apply to the Corps of Engineers$ United States Army, for the necessary approval for the amendment to lease, amending an agreement dated May 130 1964 between the County of Orange and Thomas A. Cox for leasing of the 3.43 acres of land known as the City - County Dock property. STATE OF CALIFORNIA, 1 County of Orange I, W. E. ST JOHN, County Clerk and ex- officio Clerk of the Board of Supervisors of Orange County, California, hereby certify the foregoing to be a full, true and correct copy Of the minute entry on record in this office. IN WITNESS WBEREOF, I have hereunto set my hand and seal this 30th day of June, 1964 W. E. ST JOHN County Clerk and esoffido Clerk of the Board of r�o,s -z • . Supervisors of Orange County, California r 93 CIN 1� RESOT.UTION OF THE BOARD OF SUPERVISORS & C,TY OF j0 NEWP! -T REACH, 2' ORANGE COUNTY, CALIFORNIA 3 September 17, 1964 4 On motion of Supervisor Allen, duly seconded and carried, the 51 following Resolution was adopted: e! WHEREAS amended plans and specifications for improvements on the i 7�1 premises of the City- County Dock Lease, dated May 13, 1964 to Thomas A. 8 Cox, have been recommended for our approval by the Harbor Manager in his 9 letter dated September 11, 1964; and 10 WHEREAS the same were approved by the City Council of the City of 11 Newport Beach on September 14, 1964, subject to certain changes in the 12 public walkway and the parking spaces; and 13 WHEREAS the City's required change in the public walkway has been 14 incorporated in the Site Plan, Item No. 5, revised September 15, 1964; J wF Z5 NOW, THEREFORE, BE IT RESOLVED that the amended plans and speci- °] ao °� 16 fications submitted with the Harbor Manager's letter dated September 11, Qz OZ� go 17 1964 be, and the same are hereby, approved, with the exception that the U 18 parking spaces as shown shall be changed to meet the approval of the 19 Public Works Department of the City of Newport Beach under City regula- 20 tions; and this Resolution shall constitute approval of all such changes 21 in compliance with the terms of the Lease. 22 AYES: SUPERVISORS AI.TON E. ALLEN, C. M. FEATHERLY, DAVID L. BAKER, WM. HIRSTEIN AND WILLIAM J. PHILLIPS 23 NOES: SUPERVISORS NONE 24 ABSENT: SUPERVISORS NONE 25 28 STATE OF CALIFORNIA ) ) ss. 271 COUNTY OF ORANGE ) 28 29 I, W. E. ST JOHN, County Clerk and ex- officio Clerk of the Board 30 of Supervisors of Orange County, California, hereby certify that the 31 above and foregoing Resolution was duly and regularly adopted by the 32 said Board at a regular meeting thereof held on.the 17th day of September iCP:jl Resolution No. 64 -1218 i 1• I• 1 2 3 3 A 0 7 8 9. 10'i 111 12 13 14 J 15 zz o0' 0 Quo 18 u oz< go 17 u 18 19 20 21 22 23 24 25 28 27 28 29 30 31 32, 1904, and passed by a unanimous vote of said Board. IN IATITNESS WHEREOF, I have hereunto set my hand and seal this 17th day of September, 1964. W. E. ST JOHN County Clerk and ex- off�cib Clerk of the Board of Supervisors _`'o,£., Orange County., _e211fornia.. `' C. Deputy v 2. CITY CLERK May 299 1964 Finance Director City Clerk Attached is a copy of the Resolution of the Board of Supervisors, adopted.May 13, 1964, relating to the lease on the City - County Dock p operty awarded to Thomas A. Cox by the Board of Supervisors. There is also attached a eowplete copy of the lease dated May 13, 1964 between the County and Thous A. Cox. I have retained in my files a copy of the lease and a copy of the Resolution. There were only two sets of these documents forwarded to the.City. MOSS THIS AMENDMENT GOES WITH RESOLUTION NO. 64 -1219 ADOPTED BY THE ORANGE COUNTY BOARD OF SUPERVISORS ON SEPTEMBER 17, 1964 Y L 3 7 8 9 10 11 12 13 14 W z 15 UUU 16 W oZ 00 17 18 0 20 21 AMENDMENT TO LEASE City- County.Dock Property THIS AGREEMENT, dated this I1_6 day of 1;7�. , 1964, amends the Lease dated May 13, 1964, between the County of Orange, Lessor, and Thomas A. Cox, Lessee. LESSOR, the County of Orange, hereby approves the following specifications, contract documents, and drawings for improvements to be made upon the premises by LESSEE, and agrees that they are substan- tially in accordance with the specifications and drawings attached to the original Lease, and that to the extent they differ therefrom, said original specifications and drawings are to be deemed amended accord- ingly; and LESSEE agrees that improvements made on said premises shall be in accordance with the following, which are attached hereto and made a part hereof; provided, however, that the parking spaces shown on item 5 shall be changed as.necessary to meet the approval of the Public Works Department_-` Of the City of Newport Beach under City regula- tions; 1. Specifications, County Dock Development, Revised September 15, 1964 - 103 sheets. 2. Contract documents.for Sewage Ejector Station, Revised September 15, 1964 - 3.7 sheets. 22 Drawings: 23 3. Boat Slips - 7 sheets - Revised September 11, 1964. 24 4. Sewer System and Ejector Station - 1 sheet - Revised 25 September 11, 1964. 26 27 28 29 30 31 32 SCP:ks 5. Site Plan - Sheet 1 -S - Revised September 15, 1964. 6. Office and Toilet Building B - Sheets 2B9 3B9 4B, S1 and P1 - Revised September 11, 1964. 1964. 7. Structural, Buildings B and C - Sheet S2 - Revised September 8. Electrical Site Plan - Sheet E1 - Revised September 15, 1964. 9. Electrical Floor Plan, Building B - Sheet 92 - Revised September 11, 1964. 1. 1 5 6 7 8 9 10 11 10. Electrical Plan, Dock Areas and Building C - Sheet E3 - Revised September 11, 1964. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written. / -w a n. LESSEE COUNTY OF ORANGE 12 13 14 , By (,(� t e, Chairman of is Board of per - �15 visors LESSOR 16 cro u=I ATTEST: - - �° 17 W. E. ST JOHN 18 ; Courkty;'Ctlerlc and ex- officio Clerk of:aid�$o�rd;�gf Supervisors 19 r y rte CUy 21 De puty 22 23 /�� i ✓ 24 25 26 27 28 29 I 30 I 31 32 2. THIS AMENDMENT GOES WITH RESOLUTION NO. 64 -1356 ADOPTED BY THE ORANGE COUNTY BOARD OF SUPERVISORS ON OCTOBER 20, 1964 ` # ZI AMENDMENT TO LEASE City - County Dock Property � 3 4 ! 4 5 B 7 8 9 10 11� 12 13 14 z 15 � 1'o .g0 1s cr u •Z: oz < 03 17 Y 18 19 20 21 22 23 24 25 28 27 28 29 30 31 SCP: The County of Orange, Lessor, and Thomas A. Cox, Lessee, hereby agree that the Lease of the City - County Dock Property, dated May 13, 1964, be and the same is hereby, amended by adding the follow- ing to Paragraph 4(a) thereof: "(18) Petroleum Products 3 %" IN WITNESS WHEREOF, the parties hereto have executed this Amend- ment this day of G, 1964. COUNTY OF ORANGE, a political subdivision of the State of California LESSOR ATTEST: t: 'W E. ST JOHN County,..'Clerk'and ex- officio Clerk o •',sas •:: ioar_ d ,of.'�Supervisors i Deputy :..� n� irrmann o its . LESSEE Address: 2043 West cliff Drive Newport, Beach, California �. ECEiv�o 9, I cl 'VFW ally OF C4 &FACN, \ U�; i 1 3 4 5 6 7 8 9 10 11 12 13 J Z 15 WG� "° 16 u DZ= 00 17 20 21 22 23 24 25 26 27 28 29 30 31 32 ;SP :j1 c S � RccF�v�-n RESOLUTION OF THE BOARD OF SUPERVIS OFj `•- ORANGE COUNTY, CALIFORNIA _1W December 29, 1964 On motion of Supervisor Allen, duly seconded and carried, the" followine Resolution was adopted: 71 WHEREAS, Thomas A. Cox, lessee under the City - County Dock Property Lease dated May 13, 1964, has requested this Board to consent to an assignment of his interests thereunder, and WHEREAS, by the terms of said Lease there can be no assignment without the consent of this Board, NOW, THEREFORE, IT IS RESOLVED that this Board hereby consents to the assignment of the City- County Dock Property Lease dated May 13, 1964 by Thomas A. Cox, lessee thereunder, to Everett S. M. Brunzell and Robert E. Harris on the condition said assignees agree to be bound by and perform all of the covenants, terms and conditions of said Lease, and that Thomas A. Cox is to remain bound by the terms, cove- nants and conditions of said Lease. AYES: SUPERVISORS ALTON E. ALLEN, C. M. FEATHERLY, DAVID L. BARER, WM. HIRSTEIN AND WILLIAM J.. PHILLIPS NOES: SUPERVISORS NONE ABSENT: SUPERVISORS NONE STATE OF CALIFORNIA Ss. I OIBPOSIT1OIV: COUNTY OF ORANGE ) i 1LE: I, W. E. ST JOHN, County Clerk and ex o erk of the Board Supervisors of Orange County, California, hereby certify that the above and foregoing Resolution was duly and regularly adopted.by the said f Board at a regular meeting thereof held on the,y29'th da'y.af.:December, 1964, and passed by a unanimous vote of ,said- Boafd;r r.'; IN WITNESS WHEREOF, I have hereunto sat.mjc };,and and seal -this 29th day of December, 1964. W1.% Ei. ' $'T JOHN -� County Clerk and. ex= officlo.,Cl @Yk, of the Board cf aupervi'sors... Or ge.County;•.'Califo n1a Resolution No. 64 -1679 By u., Deput 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 i DEC 2 9 1964 ' ACCEPTANCE AND CONSENT Pl. E. S71 Mum , County Clerk 8Y - Dopubj We hereby jointly and severally accept the foregoing Assignment of the said City - County Dock Property lease dated May 13, 1964 and covenant and agree to be bound by and perform all of the covenants, terms and conditions of said lease. DATED: December 21, 19,64-.--_-__`\ V 1 2 3 4 5 6I 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 DEC 29 1964 W. E. ST JOHN, County Clerk By Deputy ASSIGNMENT OF CITY-COUNTY DOCK PROPERTY LEASE I hereby assign all of my right, title and interest to the City. County Dock Property lease dated May 13, 1964, to EVERETT BRUNZELL and ROBERT HARRIS. I agree to continue to be bound by and guarantee performance of all of the terms, covenants and conditions of said lease and this Assignment in no way relieves me from liability therefrom. DATED: December 21, 1964. ,nou-z MIKES OF THE BOARD OF SUPEIWRS l OF ORANGE COUNTY, CALIFORNIA / November 24, 1964 A regular meeting of the Board of Supervisors of Orange County, California, also sitting as the Governing Board of the Districts governed by the Board of Supervisors, was held November 24, 1964 , at 9:30 A.M. The following named members being present: Wm, Hirstein, Vice - Chairman; C. M. Featherly, David.L. Baker, Alton E. Allen and the Clerk. Absent: William J, Phillips, Chairman. IN RE: PROCEDURES FOR PROCESSING OF APPROVALS CITY - COUNTY DOCK LEASE On motion of Supervisor Allen, duly seconded and unanimously carried by Board members present, the procedures for processing of approvals regarding amendments to the City - County Dock lease, dated May 13, 1964, between the County of Orange and Thomas A. Cox, as set forth in the letter dated November 13, 1964, from George F. Holden,,County Counsel to Mayor Paul J. Gruber, City, of Newport Beach, Newport Beach, California, are approved, and the Clerk is instructed to forward the letter from the County Counsel to Mayor Gruber. n- ',,y firs STATE OF CALIFORNIA, sa. County of Orange I, W. E. ST JOHN, County Clerk and ex- officio Clerk of the Board of Supervisors of Orange County, California, hereby certify the foregoing to be a full, true and correct copy of the minute entry on record in this office. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 24th day of November, 1964 6W. E. ST JOHN Country Clerk and exoffieio Clerk of the Board of Superrinors of Orange Coanq, California 0 H E GEOPO F. OLDEN � OV F. OFFICE OF THE ADRIAN KUYPER COUN 1 1 V COUNSEL CMI[/ 13 ]I ]T ANT � ' CLAYTON H. PARKER COUNTY OF ORANGE HAYWARD P. LE CRONE ASSISTANT] ORANGE COUNTY ADMINISTRATION BUILDING P. O. BOX 1863 SANTA ANA, CALIFORNIA 92702 TELEPHONE: 547 -0347 AREA CODE 714 November 13, 1964 Honorable Paul City of Newport City Hall Newport Beach, J. Gruber, Mayor Beach California Re: Changes in Plans.for City - County Dock Improvements Dear Mayor Gruber: SEYMOUR S. PIZER JOHN M. PATTERSON SAMUEL C. POLK FREDERICK M. BROSIO, JR. ARTHUR C. WAHLSTEDT, JR. LOUIS L. SELBY ROBERT F. NVTTMAN OEPVTIE! The Board of Supervisors has authorized this reply to your letter of November 4, 1964, regarding amendments to the plans.attached to the Thomas A. Cox lease, in general, and that of June 30, 1964, in particular. We have agreed orally with your City Attorney, Mr. Seymour;. on the procedure recommended to be followed in the revision of the plans for the improvements. The Board and the City Council should approve of the prelim- inary proposals for each change by resolution or minute order only, without amending the lease. Then, when final plans and specifications have been prepared for one or a related group of changes previously approved either to- gether or separately, these can be submitted for final approval as an amendment to the Lease, formally approved by another resolution of City Council and Board at that time. This is satisfactory to the Harbor District. Regarding the preliminary boat slip plans approved by the Amendment dated June 30, 1964, we are informed by the Harbor District that these were approved in substance by the City by pier permit prior to drawing the final plans; and the final plans were included in the Amendment dated September 17th, which was formally approved by City Council and revised to meet its conditions. We believe these two actions are sufficient to comply with the City- County agreement of May 1958. However, there is no reason why the June 30th Amendment cannot be submitted to City Council at this time for their formal approval by Y Honorable Paul J. Gruber, Mayor November 13, 1964 Page Two endorsement or resolution. We are accordingly enclosing herewith two certified copies of it, one for the City files and one to be returned to the County Clerk with the City's action. SCP:jl Enclosures VeryLy truly yours, eorge t;- p n-, COUnty C ounse i- And Samuel C. Po , Deputy 4 5 6 7 8 9 10 11 12 13 14 0z 15 .zz °po "O 16 ° n }u OZ, oa 17 U is 29 20 21 22'. 231 24 251 261 271 0 291 I 301 311 321 SCP: 1pl ZV RECEIVED effY CLERK RESOLUTION OF THE 'BOARD OF SUPERVISORS OF MAY IT 9 1964® CITY OF ORAryGE COUNTY, CALIFORNIA NEWPORT BEACH, CALIF :• c.y 13, 1964 On mo :. "upervisor Hirstein, duly seconded and carried., the following : <._ _c: ion was adopted; idHEFC._S, a lease on the City - County Dock property was awarded by Resolutior._`o. 64 -544 of this Board, dated April 22, 1964, to Thomas A. Cox of 2043 We stcliff Drive, Newport Beach, California; and to 1:_ragraph 6 of Resolution No. 64 -83 of this Board, dat January 21, 1964, said Lessee has deposited with the County Cler -,c a cozporate surety bond dated May 13, 1964, executed by said Less::.. as -in^iiai and Glens Falls Insurance Company as surety for the cons ._. -act r,,: of j.mpzovements required in accordance with paragraph 3 of said .._ase, u:aich bond has been approved as to form by the County Counsel; NOW, T?? °R^iGRE,.BE IT RESOLVED AND ORDERED as follows: 1, aid bond be, and it is hereby, approved. 2. That the Vice - Chairman is hereby authorized and directed to execu�e ss... L ase in behalf of the County of Orange, AYES: S__?ZRVISORS 14M. HIRSTEIN, DAVID L. BAKER, ALTON E. ALLEN AND C. M. FEATHERLY N07,-, :VISORS *BONE ABSs'.._': 5:::___:: TvILLIAM J. PHILLIPS STATE OF CALIFORNIA ) ) ss. C OF ORANGE ) I, W. E, ST _ -011N, County Clerk and ex- officio Clerk of the Board o= Supervisors Jrange County, California, hereby certify that the above and forego�._.,� Resolution . zs- dui1•y,_und regularly adopted by the said Board at a ra­ular meetin'� tb&_- e6of.h6l4 on the 13th day of May, 1964, and passed by a unanimous.vote,,6f said -Board members present. IN WITNESS WHEREOF, j- have ".hereirnto'set`•.m� hand and seal this 13th day of May, 1964. W. E,.'ST JOHN. County Clerk and'ex- officio Clerk of the Board_:of Supervisors of 4 Oran ,ge.County, California By �/I n- 1 Deputy ,,.. .. Resolution No. 64 -676 ;1 a 2 31 4 5 6 7 8 9 10 11 12 13 14 0z 15 .zz °po "O 16 ° n }u OZ, oa 17 U is 29 20 21 22'. 231 24 251 261 271 0 291 I 301 311 321 SCP: 1pl ZV RECEIVED effY CLERK RESOLUTION OF THE 'BOARD OF SUPERVISORS OF MAY IT 9 1964® CITY OF ORAryGE COUNTY, CALIFORNIA NEWPORT BEACH, CALIF :• c.y 13, 1964 On mo :. "upervisor Hirstein, duly seconded and carried., the following : <._ _c: ion was adopted; idHEFC._S, a lease on the City - County Dock property was awarded by Resolutior._`o. 64 -544 of this Board, dated April 22, 1964, to Thomas A. Cox of 2043 We stcliff Drive, Newport Beach, California; and to 1:_ragraph 6 of Resolution No. 64 -83 of this Board, dat January 21, 1964, said Lessee has deposited with the County Cler -,c a cozporate surety bond dated May 13, 1964, executed by said Less::.. as -in^iiai and Glens Falls Insurance Company as surety for the cons ._. -act r,,: of j.mpzovements required in accordance with paragraph 3 of said .._ase, u:aich bond has been approved as to form by the County Counsel; NOW, T?? °R^iGRE,.BE IT RESOLVED AND ORDERED as follows: 1, aid bond be, and it is hereby, approved. 2. That the Vice - Chairman is hereby authorized and directed to execu�e ss... L ase in behalf of the County of Orange, AYES: S__?ZRVISORS 14M. HIRSTEIN, DAVID L. BAKER, ALTON E. ALLEN AND C. M. FEATHERLY N07,-, :VISORS *BONE ABSs'.._': 5:::___:: TvILLIAM J. PHILLIPS STATE OF CALIFORNIA ) ) ss. C OF ORANGE ) I, W. E, ST _ -011N, County Clerk and ex- officio Clerk of the Board o= Supervisors Jrange County, California, hereby certify that the above and forego�._.,� Resolution . zs- dui1•y,_und regularly adopted by the said Board at a ra­ular meetin'� tb&_- e6of.h6l4 on the 13th day of May, 1964, and passed by a unanimous.vote,,6f said -Board members present. IN WITNESS WHEREOF, j- have ".hereirnto'set`•.m� hand and seal this 13th day of May, 1964. W. E,.'ST JOHN. County Clerk and'ex- officio Clerk of the Board_:of Supervisors of 4 Oran ,ge.County, California By �/I n- 1 Deputy ,,.. .. Resolution No. 64 -676 ;1 r 11 9 3 4 5 e 7 8 9 10 11 12 13 14 I pig 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 City- County Dock Property Lease C O N T E N T S FAX. Subiect Page L- 1. Description of Premises — 1 a Lands •Jnc u e - 1 b Submerged land 4 2. Term 5 3. Improvements 15 5 (a ) Description: time 5 Inspection limit (c) (b) Plans and Specifi- 6 Audit cations 6. Maintenance (c) Strict compliance 6 (d) Statement of costs 6 (e) Become Lessor's 7 18 property Compliance with laws (f) Space for HarborDistr. 7 (g) Short-term dock space 7 . 4. Rentals 8 a ercentage Rental 8 b Minimum Rental 9 c Accounting year 9 (d) Payment of rentals 9 (e) Place of.payment and 11 filing (f) Definition of Gross 11 Receipts (g) Permit & license fees 12 (h) Delinquent install- 12 ments (i) Revision of % rental 13 (j) Adjustment of Mini- 14 mum Rental 5. Records & Accounts 15 (a Bookkeeping 15 b Inspection 15 (c) Annual statement 16 (d) Audit 16 6. Maintenance 17 ssee o do 17 U(a b Lessor may elect to do 17 (c) Right of Inspection 18 (d) Compliance with laws 18 7. Lessee to Pay All Taxes, 18 Utilities etc. 18 (a) ji axes 18 O F L E A S E Par. Subi9cct 7. (b) Utilities (c)Mechanics liens 8. Indemnitv & Insurance a) indemnity b) Liability c) Fire 9. Eminent Domain or De- struction of Premises a minent domain b) Destruction 10. Alienation or As- s i nmen a ssorts consent (b Effect of attempt (c) No waiver 11. Default & ) lbxmina tiro settlement c) Subtenants continue d) Re -entry (e) Removal of fixtures (f) Surrender of possession g) Remedies cumulative h) No waiver i) Holding over 12. Notices 13. Easements Trusts & t arran es. a Lease subject to easements & trusts (b) Lessor makes no warranties 14. Miscellaneous (25T—No par nership or joint venture (b) Inurement (c) Captions. Execution Page L- 18 18 19 19 20 20 21 21 22 23 23 23 24 24 24 25 25 25 26 26 27 27 28 28 29 29 29 30 30 30. 30 31 L V 1 2 3 4 5. e 7 8 9 10 11 12 13'i, 14 9 15 ts 181 16 9 17 18 19 20 21 22' 23 24''. 25 261 27I 28 29 30 311 L E A S E THIS LEASE, made and entered into this 134L day of 2&gZ4 , 1964, between the COUNTY OF ORANGE, a politicaf subdivision of the State of California, hereinafter referred to as "LESSOR", and THOMAS A. COX hereinafter referred to as "LESSEE ", W I T N E S S E T H: 1. Description of Premises. (a) Lands included in leasehold. In considera- tion of the rents herein reserved and of the covenants and agreements herein contained to be kept and performed by the LESSEE, the LESSOR hereby leases to the LESSEE, for the purposes hereinafter set forth, the following described lands situated in the County of Orange, State of California:. Four parcels of land situated in the City of Newport Beach, being a portion of Section 28, T -6 -S, R- 10 -W,, S.B.B.M. and more particularly described as follows, to wit: Parcel No. 1 Beginning at a point on the westerly line of Lot L of Tract No. 919, as said tract is laid out and shown upon a map recorded in Miscellaneous Map Book 29, Pages 31, 32, 33, 34, Official Records of Orange County, California, said westerly line bears N. 11° 57 35" E., said point being distant L 1 a� 1 2 3 4 5 B 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 W 4 60.00 feet measured along said westerly line of Lot L and northerly of U.S. Bulkhead Line between U.S. Bulkhead Station No. 128 and 128A, as said U.S. Bulkhead Lines and Stations are laid out and shown upon a map titled "Harbor Lines, Newport Bay Harbor ", approved by the Secretary of the Army, February 15, 1951, and on file in the U.S. District Engineer's Office, Los Angeles, California, a radial line through said points,bears N. 25a 00' E;_thence westerly along a curve concave to the South, and having a radius of 480 feet and a central angle of 46a 16' 46" an arc distance of 387.71 feet to an intersection with the aforementioned U.S. Bulkhead Line lying between U.S. Bulkhead Stations No. 128 and 227B; thence northwesterly along said U.S. Bulkhead Line a distance of 49.27 feet more or less to the southeasterly corner of Parcel No. 2 of that certain easement described in deed to the State of California from the City of Newport Beach, recorded in Book 3680, Page 54, and dated October 17, 1956, Official Records of said Orange County; thence north- easterly along the easterly line of said last mentioned Parcel No. 2 to an intersection with the southeasterly line of Parcel No. 1, described in deed to the State of California from the County of Orange, recorded in Book 3680, Page 50, and dated October 17, 1956, Official Records of Orange County; thence northeasterly along the southeasterly line of said Parcel No. 1 to the most easterly corner of said parcel; thence northerly along the easterly line of said Parcel No. 1 to an intersection with the southerly line of that certain parcel of land described in deed to the State of California from the County of Orange recorded in Book 293, Page 158, and dated June 29, 1929, Official Records of Orange;County; thence.easterly along the southerly line of said last mentioned parcel of land to an intersection with the westerly line of the afore - mentioned Lot L, of said Tract No. 919; there S. lla 57' 35" W. along the westerly line of said Lot L. to the point of beginning. Parcel No. 2 All that parcel of land lying between the southerly line of Parcel No. 1 a described herein and the U.S. Bulkhead Line between Stations 128A and 227A as said U.S. Bulkhead Lines and Stations are laid out and shown upon a map titled "Harbor Lines, Newport Bay Harbor ", approved by the Secretary of the Army, L 2 a. 40 10 1 February 15, 1951, and on file in the U.B. District Engineer's Office, Los Angeles, California, and 2 lying westerly of the westerly line of Lot L of Tract No. 919, as`shown upon a mep recorded in 3 Miscellaneous Map Book 29, Pages, 31, 32, 339 349 Official Records of Orange County, California. 4 S g Parcel No. 3 7 Beginning at the U.S. Bulkhead Station No. 227A as U.S. Bulkhead Lines and Stations are laid 8 out and shown upon a map titled "Harbor Lines, Newport Bay Harbor ", approved by the Secretary of e the Army, February.15, 1951, and on file in the U.S. District Engineer's Office, Los Angeles, 10 California; thence northwesterly along the north- westerly prolongation of the U.S. Bulkhead Line 11 between U.S. Bulkhead Stations No. 227A and 227B in a direct line to the northeast corner of that 12 certain parcel of land described in deed to the State of California from the City of Newport Beach, 13 recorded in Book 3111, Page 125, and dated June 12, 1955, Official Records of Orange County, California* 14 thence generally southwesterly along the boundary of said last mentioned parcel to the most southerly 18 corner thereof; thence southwesterly along the. $ southwesterly prolongation of the northwesterly is line of said parcel of land to an intersection with 5 the North Channel Reservation Line as recorded in 117 Book 162, Page 1, Official Records of said Orange County; thence easterly along said Channel 18 Reservation Line and its northeasterly prolonga- tion.to the U.S. Bulkhead Station No. 226A as said 19 Bulkhead Stations are laid out and shown upon a map titled "Harbor Lines, Newport Bay Harbor "; 20 thence northeasterly along U.S. Bulkhead Line between U.S. Bulkhead Stations No. 226A and 227A' 21 a distance of 85.88 feet; thence northeasterly in a direct line to U.S. Bulkhead Station No, 227B; 22 thence northwesterly along U.S. Bulkhead Line to U.S. Bulkhead Station No. 227A, the point of 23 beginning. 24 25 Parcel No. 4 28 That certain parcel of land described as parcel 2 in deed to State of California from 27 the County of Orange recorded in-Book 3680 page 54, 28 29 L 3 30 31 32 1 2 3 4 S' 6. 7 8 9 10 Al 131 141 _I 1S 1 16 171 18, 19' 2011 21 23 24 25 26 27 28 29 30 31 32 Official Records of Orange County, and containing .06 acres, more or less. Parcels No. 1, 2, and 3 are owned in fee by the LESSOR and the City of Newport Beach, and are being leased by the LESSOR pursuant to the Lease Agreement between the LESSOR and the City dated March 5, 1958. Parcel No. 4 is.owned in fee by the LESSOR, subject to a slope and drainage easement held by the State of California, Division of Highways. (b) Submerged land adjoining leasehold. This improvements shown on the plans mentioned below to be located in the water area outside the leasehold, will be constructed on the water and on submerged lands owned in trust by the City of Newport Beach under a permit issued by the City Council of Newport Beach,.and have heretofore been authorized by the United States Corps of Engineers. The construction and maintainance of such structures are not now subject to any annual or periodic fee for the occupancy of such water area and submerged land. Should the policy of the City of Newport Beach change and a fee for such occupancy be imposed by said City, LESSEE would become subject to such fee and with respect thereto would be in the same position as any owner or lessee of uplands fronting -)on tide or sub- merged lands owned by said City, and using same for piers, L4 8' 71 a 91 101 11 12 13' 141 15 8 C 16 8 17 181 19 20 21 22 $3 24 25 26 27 28 29 30 31 321 •� 0 vharves or floating docks. 2. Term. This Lease shall be for a term commencing on the date of execution thereof and ending on June 30, 2008. 3. Improvements to be Constructed by the Lessee. (a) Description; time limit for construction. LESSEE covenants and agrees that it will, at its sole cost and expense and within the time and in the manner hereafter set forth, construct the improvements described in the plans entitled "Lease: Improvements for City - County Dock Property", Drawing No. N 12.5 -1, consisting of 12 sheets, and Specifi- cations consisting of pages S 1 through S 68, attached hereto and made a part hereof, with the exception of "Building A ". LESSEE may, at his option, omit all or any portion of Building A; provided, that if he so omits or delays its construction he shall nevertheless build restroom facilities for the boat slips on the site of Building A or B or both, sufficient to meet standards prescribed by LESSOR and the City of Newport Beach, and provided further that if Building A or any portion thereof is built, its cost of construction, exclusive of trade fixtures and architect's and engineers fees, shall be at least eighteen dollars ($18.00) per square foot of total gross floor area within the building. LESSEE agrees to complete the construction of the required improvements within one year from the date hereof. No other buildings may be built without written approval of the LESSOR. L5 I 1 a 3 4 S 6 7 8 9 10 11 12 13 141 18 � 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 W (b) Detailed plans and specifications. The LESSEE covenants and agrees that within 180 days after the execution of this lease it will, at its own expense, prepare or cause to be prepared and delivered to the LESSOR detailed plans and specifications for all of the buildings and other improvements herein required to be constructed and made by the LESSEE. Before commencement of work on improvements, the detailed plans and specifications must be approved by the LESSOR. (c) Strict compliance with plans and specifications. All of said buildings and improvements, including landscaping, shall be constructed, equipped and made in strict accordance with the detailed plans and specifications approved by LESSOR, and within the time hereinbefore specified. If the LESSEE be delayed in the construction and completion of said buildings and improvements by acts of God, strikes or other causes beyond the control of the LESSEE, the time for completion shall be extended by the length of such delay or delays. Said buildings, improvements and landscaping shall be constructed and performed in compliance with the applicable laws, ordinances, rules and regulations'of the State of California, County of Orange, and City of Newport Beach and other lawful authority having jurisdiction. (d)' Statement of construction costs. Immediately upon completion, LESSEE shall furnish LESSOR an itemized statement or statements of the actual costs of construction of all buildings, improvements and landscaping work on the L 6 I premises. The statements shall be subscribed and sworn to 2 by an authorized officer of the LESSEE. 3 (e) Improvements_ to become property of LESSOR. 4 All buildings, improvements and fixtures, exclusive of trade e fixtures, constructed or placed upon the leased premises by. 6 LESSEE must, upon completion, be free and clear of all liens,. 7 claims or liability for labor or material and shall become 8 the property of the LESSOR at the expiration of this Lease 9 or sooner termination thereof. 10 (f) Maintaining space for Harbor District. The .11 finger slip on Dock No. 1 marked "Harbor District" as shown 12 on sheet 6 of the attached plans, and the water area on each 13 side thereof shall be kept free and clear for use by the 14 Orange County Harbor District for the docking of vessels 15 and for the loading and unloading of persons and property. S 16 Space for the parking of one vehicle of the Orange County 17 Harbor District or an emergency vehicle shall be maintained 18 on the land area near said Dock No. 1. 19 (g) Dock space for short -term use. LESSEE shall 20 maintain 10% of the total lineal distance of dock space 21 constructed hereunder to provide space for vessels on a short - 22 term basis. Vessels regularly berthed at other harbors and 23 temporarily visiting Newport Harbor shall be given priority 24 for use of said space. Within said space LESSEE shall make 25 provision for not less than two (2) such vessels with the 26 maximum beam which the widest slips constructed hereunder 27 will accommodate. Such dock space may be rented for a period 28 29 L 7 30 31 32 or for consecutive periods not to exceed 5 days each, and upon termination of any such period, as to any vessel, such space shall be made available for use by a visiting yacht not previously occupying said space if application therefor is pending, or secondly to a local yacht not previously occupying the space if application therefor is pending. Application for use of such space may be made either by the owner or operator of any such vessel or by the Harbor Manager. 4. Rentals. (a) Percentage rental. LESSEE covenants and agrees to pay to LESSOR as rental, at the times and in the manner hereinafter provided, an amount equal to the total of the following percentages of the gross receipts from any and all businesses, operations, concessions or activities conducted on or from the leased premises: (1) Boat Sales - New and Used A7. (2) Restaurant 2% (3) Bar (On Sale) 3% (4) Retail Stores, Clothing, Gifts, etc. 3% (5) Mel, Hotel Rentals 6% (6); Apartment Rentals 107. (7) Barber & Beauty Shops 5% (8) Package Liquor (Off Sale) .3% (9) Ship Chandlery 3% (10) Service & Labor Charges 3% (11) Coin Vending Machines 5% (12) Office Rentals 12% L 8 1 (13) Insurance & Brokerage Commissions 10% 2 (14) Club Dues & Initiation Fees 10% 3 (15) Pay Telephones 10% 4 (16) Boat Slip and Related Rentals 227. 5 (17) Parking Fees 227. e Percentage rentals of gross receipts from any other business 7 activities desired to be conducted on the premises and allowed 8 by applicable city ordinances, shall be as agreed upon by 9 the parties. 10 (b) Minimum rental. LESSEE covenants and agrees .11 to pay to LESSOR a monthly minimum rental of six hundred 12 dollars ($600) per month for the first twelve months, and 13 one - twelfth of the annual minimum rental specified below 14 per month thereafter until the commencement of the next 15 accounting year; and an annual minimum rental per accounting 8 16 year during the balance of the term thereafter in the sum of 17 FIFTY THOUSAND - - - - - - - - - _. -- - - - - - - - - - - - - 18 - - - - - - - - - - - - dollars ($ 50,000.00 ), subject 19 to adjustment as provided in sub - paragraph (j) below. 20 (c) Accounting year. The accounting year shall 21 be from October 1st to September 30th; except that if LESSEE 22 chooses to have it coincide with LESSEE'S income tax year, 23 it may so determine within one year after date hereof, upon 24 notice to the County Auditor. 25 (d) Payment of rentals. LESSEE covenants and 26 agrees that on or before the 10th day of each month hereafter 27 it will render to LESSOR a full and correct statement of all 28 29 30 L 9 31 32 if 3 Lit 6 7 8 9 10 11, 12 13 14 5j( 18 lei 16 8� 17 18 20 21 22 23 24 25 26I 271 28, I 29' 30 31 32 gross receipts for the preceding calendar month. As long as a monthly minimum rental applies to such month, the statement shall show items (1) and (2) below, and the payment shall be the total percentage rental or such monthly minimum, whichever is the greater. Beginning with the statement for the first month in the first accounting year to which the annual minimum rental applies, the statement shall show: (1) the total gross receipts, itemized as to each of the separate categories thereof upon which the percentage rental herein reserved is based; (2) the itemized amounts of percentage rental computed as herein provided, and the total thereof; (3) the total rental previously paid by LESSEE for prior months of the current accounting year; and (4) the rental due for the preceding month; I and LESSEE covenants and agrees to pay, concurrently with the rendering of each monthly statement, whichever of the following two amounts is the greater: (a) the total per- centage rentals for the preceding month [item (2), above]; or (b) one - twelfth of the annual minimum rental, times the number of months which have elapsed in the current accounting year, less the total rental previously paid for prior months therein [item (3),. above], L 10 1 2 3 4 1I e 7 8 9 10 11 12 13 141 a� 16 �� 18 17 lei 19 20 21 22 23 24 2S 26 27 28 29 30 31 32 (e) Place of payment and filing. All rentals shall be payable at and all statements and reports herein required.:ahall be filed with the office of the Auditor- Controller of the County of Orange, 630 North Broadway, Santa Ana, California. Rentals may be paid by check made payable to the County of Orange. (f) Definition of gross receipts. The term "gross receipts" upon which the percentage rentals are to be based shall be defined as: (1) including the sale price of all goods, wares, merchandise, and products sold on or from,the leased premises, whether sold by the LESSEE, its agents, sublessees, concessionaires or licensees, or whether for cash or on credit, and in case of sales on credit, whether payment is actually made or not; (2) including the charges made by the LESSEE, its agents, sublessees, concessionaires or licensees for the sale or rendition on or from the leased premises of services of any nature or kind what- soever, whether for cash or on credit, and in case of credit, whether payment is actually made or not; (3) including all admission, entry and other fees of any nature or kind charged by LESSEE, its agents, sublessees, concessionaires or licensees; (4) including all sums deposited in any pay telephone or coin - operated vending machines or other devices maintained on 'said premises, regardless of L 11 I ownership of the machines or whether such sums are 2 removed and counted by LESSEE or by its agents, 3 sublessees, concessionaires or licensees, and regard - 4 less of what percentage thereof LESSEE is entitled 5 to receive; e (5) including the rental value of comparable 7 facilities for boat slips, office space, and other e facilities used by LESSEE or his employees per - 9 sonally; 10 (6) excluding all sales and excise taxes paid it by LESSEE or its agents, sublessees, concessionaires 12 or licensees to Federal, State, County or municipal 13 governments. Refunds for goods returned shall be 14 deducted from current gross receipts upon return. d 15 Bad debt losses shall not be deducted from gross m z os� 8 18 receipts. I$1 17 (g) Permit and license fees. Rentals due hereunder 18 shall not be diminished by the amount of any fee or fees paid 19 by LESSEE or its agents, sublessees, concessionaires or 20 licensees for permits or licenses issued by the City of Newport 21 Beach for the slips and other facilities to be maintained on 22 the city -owned water of submerged land area adjoining the 23 premises, nor shall the amount of such fees be deducted from 24 gross receipts. 25 (h) Delinquent installments. Any installment of 28 rental which shall not be paid when due shall bear interest 27 at the rate of 7% per annum from the day when the same is 28 29 30 L 12 31 21 allow LESSEE a fair return on his invested capital after 22 rent, assuming straight line depreciation of improvements 23 made by LESSEE over the remainder of the term of the lease; 24 (3) to consider such return to be over and above reasonable 25 management costs, assuming prudent management of the premises; 2e and (4) to correct any disproportions between the various 27 percentages in order to provide LESSEE with equal financial 29 30 1 payable hereunder until the same shall be paid. 31 2 (1) Revision of percentage rental. Any one or 3 more of the above - specified percentages, or of those which 4 may be agreed upon for other businesses, shall be subject 5 to revision to be effective as of the beginning of the e accounting year which commences in 1968, and every five years 7 thereafter during the term hereof, upon written demand of g either party made within six months prior to arry such date. 9 Any such revision determined after the beginning of the 10 accounting year shall be retroactive to the beginning thereof. 11 Such revision shall be made by negotiation; but if agreement 12 is not reached within two months after such demand, it shall 13 be made by arbitration under Part 3, Title IX of the California 14 Code of Civil Procedure. W 18 The purpose of such revision and the instructions E8is to the arbitrators, if necessary, shall be as follows: �� 1ry (1) to adjust the percentages in question to take account 1B of changed relative price levels in various businesses, and 19 changed property values and business conditions since the 20 date hereof or the next preceding such revision; (2) to 21 allow LESSEE a fair return on his invested capital after 22 rent, assuming straight line depreciation of improvements 23 made by LESSEE over the remainder of the term of the lease; 24 (3) to consider such return to be over and above reasonable 25 management costs, assuming prudent management of the premises; 2e and (4) to correct any disproportions between the various 27 percentages in order to provide LESSEE with equal financial 29 30 L 13 31 incentive to conduct the various types of business or sub- lease for them. 20 intervening adjustment made pursuant to the following paragraph. 21 (2) Either party shall have the right to 22 adjust said annual minimum rental effective as of the begin - 23 ning of any other accounting year, provided said index for 24 the average of the three months ending with the fourth month 25 prior thereto shall have changed at least two percent from 28 the index or average of indexes upon which the then current 27 minimum rental shall have been based. Such adjustment shall 28 2911 L 14 me 31 32 3 (j) Adjustment of annual minimum rental. The 4 annual minimum rental specified in subparagraph 4 (b) above 5 shall be subject to adjustment in proportion to changes in 6 the Consumer Price Index for Los Angeles promulgated by the 7 Bureau of Labor Statistics of the U. S. Department of Labor, 8 in the following manner: 9 (1) Such adjustment shall be made auto - 10 matically and without notice every five yeax&, effective for 11 rental payments due for the accounting year beginning in 12 1968 and every five years thereafter, based upon the average 13 monthly index for the 12 calendar months ending with and 14 including the fourth month prior thereto, and in proportion m 15 to the change therein from the average monthly index for the a1 E8gle 12 calendar months ending with and including the month in '8 17 which this lease is executed, or the average index upon which 18 the next previous five -year adjustment shall have been based. 19 Such five -year adjustment shall'be made regardless of any 20 intervening adjustment made pursuant to the following paragraph. 21 (2) Either party shall have the right to 22 adjust said annual minimum rental effective as of the begin - 23 ning of any other accounting year, provided said index for 24 the average of the three months ending with the fourth month 25 prior thereto shall have changed at least two percent from 28 the index or average of indexes upon which the then current 27 minimum rental shall have been based. Such adjustment shall 28 2911 L 14 me 31 32 1 2 3 4 S 6 7 8 91 l0I 111 121 13 14 d 15 z `J 8$ is �8 17 . 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 0 be made only upon written notice dated on or before the 15th day of the month prior to the beginning of the accounting year, and the adjustment shall be computed as in paragraph (1). 5. Records and Accounts. (a) Bookkeeping. LESSEE covenants and agrees that it will, at all times during the term of this Lease, keep or cause to be kept true and complete books, records and accounts of all financial transactions in the operation of all businesses, concessions, services, and activities of whatever nature con- ducted on or from said premises. The records must be sup- ported by documents from which the original entry of the transaction was made, including sales slips, cash register tapes, and purchase invoices. All retail sales and charges except boat sales shall be recorded by means of cash registers which display to the customers the amounts of the transactions and auto- matically issue.receipts certifying the amounts recorded. The registers shall be equipped with devices which lock in sales total, transaction records, or counters which are not resettable and which shall record on tapes the transaction numbers and sales details. Cash register readings shall be recorded at the beginning and end of each day. LESSEE covenants and agrees that it will comply with and require all of its sublessees, concessionaires, licensees, agents and employees to comply with the foregoing requirements. (b) Inspection of Records. All books, records and L 15 I 2 3 4 5 6 7 8 r: 10 11 12 13 14 m 15 o$$ IN is �_ 070 17 E 181 19 20 21 22 23 24 25 26 27 28 29 30 31 0 accounts of every kind or nature kept by the LESSEE, its sublessees, agents or employees, licensees or concessionaires relating to the operation of any business, concession, service or activity conducted on or from said premises shall, at all reasonable times, be open and made available for inspection or audit by the LESSOR, its agents or employees, upon request, (c) Annual statement of income. Within two months after the end of each accounting year, beginning with that ending in 1965, LESSEE shall furnish LESSOR a statement of income, certified by a certified public accountant who is satisfactory to the LESSOR, showing all gross income re- ceived and accrued from the premises during the previous accounting year, and separately showing that which is in- cluded and that which is excluded or deducted from gross receipts as defined in paragraph 4 (f) above. If such state- ment differs from the total of LESSEE's monthly statements for the year, the necessary adjustment shall be made and paid with or deducted from LESSEE's next monthly payment due after the date of the annual statement, (d) Audit, LESSOR shall have the right to audit any or all such books, records and accounts for the purpose of verifying the percentage rentals required to be paid to the LESSOR hereunder.. If such audit shall show that the percentage rental required to be paid the LESSOR is greater than the amount reported or paid by LESSEE, LESSEE covenants and agrees to pay the costs of the audit; other- wise such costs shall be borne by the LESSOR, LESSOR L 16 31 4 5 6 7 8', 9' 10' 11 12 13 14 3 dk 15 0 g$ 16 �$& 17 181 19 20 21 22 23 24 25 26 27 28 29 30 31 32 reserves the right to install any accounting devices or machines, with or without personnel, for the purpose of accounting or audit. 6. Maintenance of Landscaping and Improvements. (a) LESSEE to maintain all landscaping, buildings and improvements. LESSEE covenants and agrees that during the term of this Lease it will, at its own cost and expense, maintain the grounds, landscaping, and all buildings, and any other improvements of any kind or nature constructed or installed on the leased premises by the LESSEE, at a high standard of maintenance and repair. Maintenance shall include painting. (b) LESSOR may elect to repair and maintain at expense of LESSEE. If, in the judgment of the LESSOR, such standards of maintenance and repair are not being maintained, it may at its option, after written notice thereof to the LESSEE and LESSEE's failure to commence in good faith to remedy the same within the time herein provided and there- after diligently prosecute the same to completion, elect to correct any deficiency, whether it be in reference to grounds, landscaping, building or improvements. LESSEE covenants and agrees to pay to the LESSOR on demand any and all sums expended by it in correcting any such deficiency together with an equal sum as liquidated damages by reason of LESSEE's failure to perform and keep this covenant. If, in the Judgment of the LESSOR, the disrepair or lack of maintenance constitutes an emergency, the notice herein provided shall be L 17 I • • 1 a 24 hours'notice to remedy; in all other cases it shall be 2 a 5 days' notice. 3 (c) LESSOR'S right of inspection. LESSOR reserves 4 the right by its authorized agents, employees or representa- 5 tives to enter the leased premises to inspect the same or e any part thereof at any time and to attend to or protect 7 the LESSOR's interest under this Lease. 8 (d) Compliance with laws. ordinances and repula- 9 tions. LESSEE covenants and agrees to comply with all rules, 10 regulations, statutes, ordinances and laws of the State of 11 California, County of Orange, the City of Newport Beach, or 12 any other governmental body or agency having lawful juris- 13 diction over the leased premises or the business, enterprises, 14 or activities conducted thereon. 11 d 15 7. LESSEE to a _ all taxes utilities, etc. $ 18 (a) Taxes. LESSEE covenants and agrees to pay, 17 prior to delinquency, all taxes and assessments upon the 18 possessory interest created by this Lease and on all improve - 19 ments, fixtures, furniture, and other property owned by 20 LESSEE and used on the premises. 21 (b) Utilities. LESSEE covenants and agrees to 22 pay, prior to delinquency, all charges for sewer, refuse 23 collection, water, gas, electricity and other utilities 24 which may be used by LESSEE, its agents, sublessees, con- 25 cessionaires or licensees, as well as all costs and expenses 28 incurred in the installation thereof. 27 (c) Mechanics liens. LESSEE shall pay all costs 28 29 L 18 30 I $1 $2 EI 1 2 3 4 5 8 7 8, 9ii 10 11 12 13 14 s l5i B E €g$g 18 X88 17 181 19 20 21 22 23 24 25 26 27 28 29 30 31 32 of any alterations or additions to any building, structure or improvement located on the leased premises, and shall keep the leased premises and the improvements located thereon free and clear of mechanics liens. LESSEE shall indemnify and save the LESSOR harmless from any and all mechanics liens or claims of lien, costs and expense which may accrue, grow out of or be incurred by reason of or on account of such lien or claim of lien. LESSOR shall have at all times the right to post and keep posted on the leased premises such notices provided for under and by virtue of the laws of the State of California for the protection of the leased premises from mechanics liens or liens of a similar nature, 8. Indemnity and Insurance. (a) Indemnity. LESSOR shall not be liable at any time for loss, damage or injury to the property or person of any person whomsoever at any time occasioned by or arising out of any act or omission of the LESSEE or of anyone holding under the LESSEE on the premises, or the occupancy or use of said leased premises or any part thereof by or under the LESSEE, or directly or indirectly from any state or condition elf said premises or any part thereof during the term of this Lease. Notwithstanding anything to the contrary herein con - tained and .irrespective of any insurance carried by LESSEE for the benefit of LESSOR under the terms hereof, LESSEE agrees to protect, indemnify and bold LESSOR and said leased premises harmless from any and all. damages or L 19 11 211 31 1 4 5 e 7 8 9 10 .11 18 14 d 16 Q 19 1s 19 20 21 22 23 24 25 26 27 28 29 30 31 32 i • liabilities of whatsoever nature arising under the terms hereof or arising out of or in cozutect.ion with the opera- tion carried on by LESSEE or by anyone holding under the LESSEE on, or the use or occupancy of, the leased premises. (b) Liability insurance. LESSEE agrees: (1) To procure and maintain a policy or policies of public .liability and property damage insurance in a good and solvent insurance company or companies for the joint and several. benefit of LESSEE and the County of Orange and the City of Newport Beach, in amounts not less than set forth below, and under and by the terms of which LESSOR is protected from and insured against any and all loss, damage or liability of whatsoever nature arising out of or in connection with the use of or operations on the leased premises during the term hereof. The limits of liability on any policy of public liability insurance shall be not less than $100,000.00 for injury or death of one person, $500,000.00 for injury or death of more than one person in one occur- rence, and $50,000.00 for property damage. (2) To deliver to LESSOR copies of all policies and endorsements thereto evidencing the insurance procured by LESSEE under the terms hereof. (c) Fire insurance. LESSEE agrees to take out fire and extended coverage insurance with an insurance carrier satisfactory to the LESSOR to protect from loss the interests of the LESSEE and LESSOR in any improvements or installations L 20 .1 :. ' • 0 11 2 3 4 5 8 7 10 11 12 13 14 m 16 � 18 080 17 181 19 20 21, 22' 23 24 251 26 27 28 2s 30 31 32 on the leased.premises. Such insurance shall be in an amount not less than 80% of the sound and insurable value of the improvements. Certificates of such insurance shall be filed with the LESSOR and shall be satisfactory in form to the LESSOR. Said policies shall have a non - cancellation- without- notice clause and shall provide that copies of all cancel- lation notices shall be sent to LESSOR. If the LESSEE fails to procure or renew such insurance, LESSOR may, in its discretion, procure or renew such insur- ance and pay any and all premiums in connection therewith. All moneys so paid by the LESSOR shall be repaid by the LESSEE to the LESSOR upon demand, with interest at the rate of 7% per annum from date of payment by LESSOR until repaid. 9. Eminent Domain or Destruction of Premises. (a) Eminent domain. (1) If all or any part of the premises are taken under the power of eminent domain, this lease shall terminate as to the part taken and rentals shall be adjusted as provided below, and all sums awarded by the Court or sums paid under a settlement prior to trial shall be apportioned between.the County and the LESSEE as provided in (3) below. (2) In the event of condemnation of a por- tion of the premises, the minimum rental for the remaining property shall be reduced in proportion to the lessening, if any, in the income- producing potential of the land, assuming it to be vacant, but subject to the terms of this Lease. (3) The division of the condemnation award L 21 1 2 3 4 4 a 7 e 9 10 11 12 13 14 11 le 188 18 oil 80 17 18 19 20 21 22 23 24 2e 28 27 28 301 311 321 or agreed settlement shall be in proportion to the respective values of the LESSEE's and LESSOR's interest in the premises; however, the LESSEE's share of any award shall not include any payment for land taken or for any damages to land not taken. The LESSEE's interest in improvements taken, and in compensation for damages to any particular improvements not taken, shall not exceed the replacement cost of such im- provements, or of all improvements in case of a full taking, as of the date of value, less straight -line depreciation computed over the life of the lease. (b) Destruction of buildings or improvements. (1) Partial destruction: If there be a partial destruction of any of the buildings or improvements of any nature located on the leased property, the LESSEE shall as soon as reasonably possible commence to repair and restore said damage, and shall continue diligently to com- plete said repairs. Such partial destruction shall not in any way cancel or annul this Lease, but the requirement of minimum rental shall not apply during the repairing period. (2) Total destruction: In the event of the total destruction of any building, structure or improve- ment required to be built under paragraph 3 above, LESSEE shall as soon as reasonably possible commence the con- struction, reconstruction and restoration of said building and shall prosecute the same diligently to completion. Any such total destruction shall in no wise annul this Lease L 22 1! 2' 3 4 5 e 7 8 9 10 11 12 13 14 o11 18 a8 18 8 17 FEZ 19 20 21 22 23 24 25 26 27 28 29 30 31 32 except that the minimum rental requirement shall not apply while such restoration or rebuilding is in process. 10. Alienation or Assignment. (a) LESSOR'S consent required. Neither this Lease nor any interest therein, whether legal or equitable, shall be assigned or sublet, in whole or in part, alienated, pledged, mortgaged or hypothecated, voluntarily or by opera- tion of law, without the prior written consent of the LESSOR; nor shall this Lease be subject to garnishment or sale under execution in any suit or proceeding which may be brought against or by the LESSEE; provided, however, that subleases to business tenants with a term not exceeding five years may be approved by the administrator of this Lease in behalf of LESSOR. (b) Effect of attempt. If the LESSEE, without securing prior written approval of the LESSOR, attempts to effect such a transfer, assignment, sublease, mortgage, or hypothecation; or a transfer occurs by operation of law; or this Lease or any interest therein is subjected to garnish- meat or sale under any execution in any suit or proceeding brought against or by the LESSEE, and the same is not released with 25 days; or if the LESSEE is adjudged bankrupt or in- solvent by any court, or upon the LESSEE's making an assign- ment for the benefit of creditors; the LESSOR may, at its option, forthwith terminate this Lease upon written notice thereof to the LESSEE and thereupon the LESSEE shall have no further rights hereunder, except as set forth in paragraph 11 L 23 1 below. 2 (c) No waiver. No consent by the LESSOR to any 3 assignment or hypothecation of this Lease or any part thereof 4 or in the subletting of said premises or any part thereof S or to the granting of any concessions or licenses therein by 8 the LESSEE shall be held to waive the covenants contained 7 herein without the written consent of the LESSOR as to any 8 further assignment or subletting in whole or in part or 9 hypothecation or the granting of any further concessions 10 or licenses. 11 11. Default and Termination of Lease. 12 (a) Default. Time and each of the terms, 13 covenants and conditions hereof are expressly made the 14 essence of this agreement. Bi18 If the LESSEE shall fail to comply with any of the le terms, covenants, or conditions of this Lease, including 27 the payment of the rentals herein reserved, at the time and 18 in the amounts herein required, and shall fail to remedy 19 such default within fifteen (15) days after service of a 20 written notice from LESSOR so to do if the default may be 21 cured by the payment of money, or to commence in good faith 22 to remedy any other default within fifteen (15) days and 23 .thereafter diligently prosecute the same to completion, or 24 if LESSEE shall abandon or vacate the leased premises, 23 LESSOR may, at its option, and without further notice or 28 demand, terminate this Lease and enter upon the leased 27 premises and take possession thereof and remove any and all 28 29 L 24 30 31 32 1-1, ; . 1. 21 3 4 S, e 7. 9' 10' 11 12 13 141 g� 18 �� 19 ° 17 18 19 20 21 22 23 24 25 28 27 28 29 30 31 32 • i persons therefrom with or without process of law. (b) Termination settlement. Upon termination, LESSEE shall pay to LESSOR a sum of money equal to the amount, if any, by which the current cash value of anticipated rent hereunder for the balance of the term" exceeds the current market value of the remaining leasehold estate. Anticipated rent shall be deemed to be equal to either the current rate of minimum rental, or the average of the above- specified percentages of gross receipts for all past accounting years beginning with the first to which the annual minimum rental applies, whichever is the greater. (c) Subtenants continue, Upon termination, all sub - leases of portions of the premises shall remain valid, with LESSOR substituted in place of LESSEE thereunder; and any further principal lease of the premises shall be subject thereto. (d) Re- entry, LESSOR may, at its option, elect to re -enter and take possession of said premises and re -let said property or any part thereof for the account of the LESSEE, for such rent and upon such terms as shall be satisfactory to the LESSOR, without such re-entry working a forfeiture of the rents to be paid and the covenants to be performed by the LESSEE during the full term of the Lease. For the purpose of such re- letting, the LESSOR is authorized to make any repairs, changes, alterations or additions in or to said premises that may be. necessary or convenient, and if a sufficient sum shall not be realized monthly from L 25 1 2 3 4 5 e 7 8 9 10 11 12 13 14 a�1B 18 17 18 19 20 21 22 23 24 26 26 27 28 29 30 31 32 .I L G such re- letting, after paying all of the.costs and expenses of such repairs, changes, alterations or additions and the expense of such re- letting and the collection of the rent accruing therefrom each month to satisfy the rental herein required to be paid by the LESSEE, then the LESSEE will satisfy and pay such deficiency each month upon demand therefor. (e) Removal of fixtures. All trade fixtures, equipment and signs installed by the LESSEE and any sub- lessees or holders or owners of any concessions or license agreements shall be and remain the property of the person, firm or corporation installing the same, and shall be re- movable at any time during the term of this Lease, or within sixty (60) days after expiration or sooner termination hereof, provided the LESSEE is not then in default hereunder, The removal of such fixtures, equipment and signs shall be at LESSEE's expense and LESSEE shall repair any damage,or injury to the leased premises or any building, structure or im- provement located thereon occasioned by the installation or removal thereof. In the event this Lease shall be terminated before the expiration of the term hereof by reason of a breach by the LESSEE of any of the terms, covenants, conditions or agreements of this Lease, all such fixtures, equipment and signs then owned by LESSEE shall become the property of the LESSOR and no compensation shall be allowable or paid therefor. (f) Surrender of possession upon termination. LESSEE covenants and agrees that upon the expiration or L 26 i 1 2 3 4 5 e 7 8 9 10 11 12 13 14 a�1B 18 17 18 19 20 21 22 23 24 26 26 27 28 29 30 31 32 .I L G such re- letting, after paying all of the.costs and expenses of such repairs, changes, alterations or additions and the expense of such re- letting and the collection of the rent accruing therefrom each month to satisfy the rental herein required to be paid by the LESSEE, then the LESSEE will satisfy and pay such deficiency each month upon demand therefor. (e) Removal of fixtures. All trade fixtures, equipment and signs installed by the LESSEE and any sub- lessees or holders or owners of any concessions or license agreements shall be and remain the property of the person, firm or corporation installing the same, and shall be re- movable at any time during the term of this Lease, or within sixty (60) days after expiration or sooner termination hereof, provided the LESSEE is not then in default hereunder, The removal of such fixtures, equipment and signs shall be at LESSEE's expense and LESSEE shall repair any damage,or injury to the leased premises or any building, structure or im- provement located thereon occasioned by the installation or removal thereof. In the event this Lease shall be terminated before the expiration of the term hereof by reason of a breach by the LESSEE of any of the terms, covenants, conditions or agreements of this Lease, all such fixtures, equipment and signs then owned by LESSEE shall become the property of the LESSOR and no compensation shall be allowable or paid therefor. (f) Surrender of possession upon termination. LESSEE covenants and agrees that upon the expiration or L 26 I sooner termination of this Lease, the LESSEE will peaceably 2 surrender the leased premises with all buildings and 1w 3 provements, in the same condition as when received or con - 4 structed, reasonable use and wear thereof, and damage by g fire, act of God, or by the elements excepted. Any improve- 6 ments built, constructed or placed upon the leased premises 7 by the LESSEE, or anyone holding by, under, or through it, . e shall remain on the leased premises and become the property 9 of the LESSOR without any cost to LESSOR upon the termina- 10 Lion of this Lease, whether by lapse of time or by reason of 11 default. I (g) Remedies cumulative. The rights, powers, them shall be 13 elections and remedies of the LESSOR contained in this Lease 1 le or remedies allowed by law, and the exercise of one or more 17 rights, powers, elections or remedies shall not impair or be 18 deemed a waiver of LESSOR's right to exercise any other. 19 (h) No waiver. No delay or omission of the 20 LESSOR to exercise any right or power arising from any 21 omission, neglect or default of the LESSEE shall impair any 22 such right or power or shall be construed as a waiver of any 23 such omission, neglect or default on the part of the LESSEE 24 or any acquiescence therein. 25 No waiver of any breach of any of the terms, covenants, 2e agreements, restrictions or conditions of this Lease shall be 27 construed as a waiver of any succeeding breach of the same 28 2911 L 27 30 31 32 14 shall be construed as cumulative and no one of them shall be 15 considered exclusive of the other or exclusive of any rights 1 le or remedies allowed by law, and the exercise of one or more 17 rights, powers, elections or remedies shall not impair or be 18 deemed a waiver of LESSOR's right to exercise any other. 19 (h) No waiver. No delay or omission of the 20 LESSOR to exercise any right or power arising from any 21 omission, neglect or default of the LESSEE shall impair any 22 such right or power or shall be construed as a waiver of any 23 such omission, neglect or default on the part of the LESSEE 24 or any acquiescence therein. 25 No waiver of any breach of any of the terms, covenants, 2e agreements, restrictions or conditions of this Lease shall be 27 construed as a waiver of any succeeding breach of the same 28 2911 L 27 30 31 32 I I or any of the terms, covenants, agreements, restrictions 2 or conditions of this Lease. 3 (1) Holding over. It is mutually agreed that if. 4 the LESSEE shall hold over after the expiration of this S Lease for any cause, such holding over shall be deemed a e tenancy from month to month only, at the same percentage 7 rental, and a monthly minimum rental of one - twelfth the final 8 annual minim m rental, and upon the same terms, conditions and 9 provisions of this Lease, unless other terms, conditions 10 and provisions be agreed upon in writing by the LESSOR and 11 the LESSEE. 12 12. ass. It is mutually agreed that any notice 13 or notices provided for by this Lease or by law to be given 14 or served upon the LESSEE may be given or served by mail a1 1E providing for return receipt addressed to the LESSEE at the 18 address shown below LESSER's execution hereof, deposited 17 in the United States mail; or it may be served personally 18 upon any person hereafter authorized by LESSEE in writing 19 to receive such notice; and that any notice or notices pro - 20 1 vided by this Lease or by law to be served upon the LESSOR 211 may be given or served by mail providing for return receipt 22 addressed to the LESSOR as follows: 23 24 25 28 27 28 29 30 31 32 Board of Supervisors of the County of Orange Court House Santa Ana, California deposited in the United States mail, or may be served person- ally upon the Chairman of the Orange County Supervisors; and that L 28 I any notice or notices given or served as provided herein 2 shall be effectual and binding for all purposes. . 3 23. Easements, Trusts and Warranties. 4 (a) Lease subject to easements and trusts. It g is expressly understood and agreed that this Lease and all g rights and privileges hereunder granted are subject to all q easements and rights of way now existing or heretofore g granted by the LESSOR and the City of Newport Beach, in, to, g under or over the leased premises for any purpose whatso- 10 ever. It is further understood and agreed that this Lease it and any of the rights and privileges herein granted shall 12 be subject to any trusts upon which said lands are held by 13 the LESSOR and the City, and LESSEE covenants and agrees, 14 any provision in this Lease to the contrary notwithstanding, �1la that it will not use or permit said premises to be used for 16 any'purpose or purposes inconsistent with any of the trusts 17 upon which said lands are held. is (b) LESSOR makes no warranties. In the event 19 that this Lease or any provision thereof shall be declared 20 null and void by a court of competent jurisdiction, neither 21 the LESSOR nor any member of the Board of Supervisors or any $2 officer, agent or employee of the LESSOR or of the City of 23 Newport Beach shall be liable to LESSEE or to any person 24 holding under or through it for any loss or damage of any 88 nature whatsoever suffered or claimed to be suffered by $8 1 LESSEE or such person by reason of such determination. try LESSEE accepts the premises in its present condition and 29H L 29 30 31 32 I assumes all risks incident to the use or occupation thereof. 2 14. Miscellaneous. 3 (a) No partnership or Joint venture. It is 4 expressly understood and agreed that LESSOR does not in any d way nor for any purpose become a partner of LESSEE, nor a e joint venturer with LESSEE. 7 8 9 to 11 12 13 14 18 17 18 19 20 21 23 24 25 28 27 28 29 30 31 32 (b) Inurement. Each and all of the covenants, conditions and agreements herein contained shall, in accordance with the context, inure to the benefit of LESSOR and apply to and bind LESSEE, its respective heirs, legatees, devisees, executors, administrators, successors, assigns, sublessees, concessionaires, licensees, or any person who may come into possession or occupancy of said premises or any part thereof in any manner whatsoever. Nothing in this para- graph shall in any way alter the provisions herein contained against assignment or subletting or the granting of.licen ®es or concessions. (c) Captions. The captions of paragraphs and subparagraphs of this Lease are for convenience only and L 30 w 1 2 3 4 6 8 7 8 9 10 11 12 Y a$ $ 1� 17 18 19 20 21 22 23 24 25 28 27 281 29 30 311 321 do not in any way limit or amplify the terms and provisions hereof. IN WITNESS WHEREOF, the parties hereto have executed this Lease the day and year first above written. ATTEST: W.. E� .,.� Cganty,�(�1eY � 'wex= officio Su 4rvigore .. .4 • ply COUNTY OF ORANGE, .a political subdivision of the State of California By Gnalr an ot ts oar o Supervisors LESSOR IF LESSEE Address 2043 Westcliff Drive Newport Beach, Calif. L 31 GEORGE F. HOLDEN COI�MTY LG YMI�L I RODE FT J. SWITZER 1...• .011".., ADRIAN KUYPER CLAYTON H. PARKER uul T.nn Hon. Board Courthouse Santa Ana, Gentlemen: Pursuant t 1963, this on subject Committee Beach Cit y questions substance 0 OFFICE OF THE • COUNTY COUNSEL COUNTY OF ORANGE SOS HALL OF RECORDS SANTA ANA. CALIFORNIA PHONE 347.0347 January 31, 1963 of Supervisors California C. F. GALLOWAY�� HAYWARD P. LECRONE SEYMOUR S. PIZER SAMUEL C. POLK RAY MELINE JOHN M. PATTERSON FREDERICK M. SROSIO, .M o VaTIM. Re: City- County Dock Property -- Report on Plans o your Resolution No. 63 -26, dated January 3, office has reviewed the plans for improvements property and the report of the County Dock dated January 2, 1963, and conferred with Newport Attorney Walter Charamza regarding the legal involved, reaching agreement with him on the of this report. The only legal problems arising out of the plans submitted concern portions of submerged lands, owned by the city but not included in the original lease from the City to the County, which would be occupied by the restaurant or a utility building on a wharf , at one point, or by the alternative floating restaurant at another point. In view of the substantial investment involved in the restaurant, requiring amortization over a long period, we assume that the prospective lessees or their financial backers would insist upon covering such additional areas under some arrangement which would give them a possessory interest for the term of the basic lease. Whether this interest were termed an "irrevocable permit," or something else, it would be equivalent to a lease, and so treated by the courts. The legal questions posed are whether the City has power to lease such additional areas over 25 years, or at all, without holding another public referendum election, in view of the limitations contained in the following sections of the City's Charter: Section 420. Contracts. Restrictions. "The City Council shall not have the power to make or authorize any contract or lease or extension thereof for a longer period than twenty -five years unless said contract, lease or extension be approved Hon. Board of Supervisors .Page 2 January 31, 1963 "by a majority of the qualified electors of the City voting on such question at any election. A contract, lease or extension for a longer period shall be valid without such approval if it provides for the acquisition by the City at the end of such period of the real or personal property so leased or contracted for. This Section shall not apply to any franchise granted pursuant to the provisions of this Charter or to any contract for the furnishing, or acquisition of the products, commodity or services of any public utility. Section 1402. Water -front Property. "The City Council shall not sell or convey.any water -front or beach property, excepting to the State or to the County for use as a public beach or park. "No such property owned by the City shall be leased by the City unless and until the leasing thereof shall have been approved by a majority of the electors voting on such proposition at any general or special municipal election, provided, however, that this Section shall not invalidate any lease of such property in existence at the time of the effective date of the Charter nor the future leas- ing or re- leasing of any such property, lease at the effective date of this Charter." (Stat. 1955, pp. 3624,3652) We have substantial doubts as to whether Section 1402 applies, since the submerged lands in question could well be held by the court not to be "waterfront" or "beach" property within the meaning of the section. We also have some doubt about the application of Section 420, because that section might be interpreted, as applying only to transactions in which the city is a lessee or purchaser, excluding those where the city is the lessor. We deem it advisable to obtain.a court interpretation of both these questions in one action, and before any final de- cision is made by your Board and the City Council as to which plan is to be used, so that such decision can take account of whether or not the additional lease will be limited to 25 years. We therefore recommend that the City and County should agree upon the terms of an additional lease from the City to the County covering all of the submerged lands lying within the Federal permit line shown on the plans, for the express purpose of allowing the County to sublease such areas to the lessee of the other property. This lease could then serve as the basis of a test suit as explained below. 0 Hon. Board of Supervisors Page 3 January 31, 1963 The term of the original City -to- County lease, approved by the City's voters, expires June 30, 2008, and therefore the maximum term of the new lease will be 45 years. Therefore, the term of the proposed additional lease should likewise expire in 2008, but with an additional proviso that if a competent court should determine the lease to be illegal for such a term, then the term should be 25 years. If the City and County desire to make any change in the total percentage split of the proceeds from leasing the property, in view of the additional areas to be used, this should also be specified in the additional lease, referring to the original lease as appropriate. When the terms of such additional lease shall have been agreed upon and the lease drafted, the Board and the City Council can then authorize its execution by resolutions; whereupon either the Mayor or the Chairman can refuse to sign, and the other agency can then sue in mandamus to compel him to do so. Yours very truly, 'GEORGE F. HOLDEN COUNTY COUNSEL and SAMUEL C. POLK, DEPUTY SCP:ps WWC:mec 2/18/59 CI 0 NEWPORT BEACH OFFICE OF THE CITY ATTORNEY SUMMARY OF CITY'S COUNTY DOCK LEASE I. GENERAL INFORMATION Parties to Lease City of Newport Beach, Lessor County of Orange, Lessee Date of Lease April 1, 1958 City Council approval Original lease 4762 March 10, 1958 Res, o. (Date a opte Approved by electors at general municipal election, April 8, 1958 Land Location South of U. S. Highway 101, easterly of Newport Boulevard Source of City's Title Tide and submerged lands Frontage Approximate Area 35,000 sq. ft. Water Street 713' None II. LEASE DURATION No. years: 50 From: July 1, 1958, to June 30, 2008. III. LEASE PROVISIONS Rental: Lessee to pay Lessor 35% of all moneys received by Lessee from this property and County -owned property adjoining this property not later than 30 days subsequent to the receipt thereof by Lessee. Lessor to pay Lessee 35% of the cost of advertising for bids for the leasing of the property. Purpose: To be offered for lease to a third party by the Lessee by public bid as a single parcel with adjoining property of Lessee, Lessee to serve as contracting agent in deal- ing with the property. Lessee has called for bids and is in the process of executing a lease to George P. Carver as Newport Tower Development, which calls for the development of the property with buildings contain- ing motel units, offices, apartments, stores, clubhouse and other facilities. Repairs: No provision. Assignability: No provision. Renewal: No provision. Terms of default: No provision, except Lessee to call for bids on the =ease within 6 months and to execute a lease with the successful bidder within 1 year or an additional year thereafter, if extended by the parties. Taxes: No provision. Insurance: Requires that both City and County be protected by public liability bond in the amount of $100,000/500,000 for personal injury and $50,000 property damage. ,s. CITY ATTORNEY Feb. 28, 1958 To: City Clerk - Treasurer From: City Attorney Subject: County -City lease on County Dock Property Forwarded with this memorandum are three copies of the the Ciy leasesbto the County�certa and the certain submergedband which waterfront land in the vicinity of The Arches. In the resolution of the Council ordering this to be placed on the ballot, it was stated that three copies should remain on file in your office. This should go before the Council for final approval of its contents and its execution at the Council meeting of March 10, 1958. Three copies are being forwarded to the County Counsel's office for final approval of the contents and execution by the County. WWC:med halter W. Charamza Enos. City Attorney cc - City Manager (1 one.) ✓ Director of Public Works (1 *no.) ANALYSIS OF PROPOSED LEASE PERCENTAGES COUNTY DOCK PROPERTY0 G. A. 1003 77P-Tv r: �• • . 11 I • STANLEY E. KRAUSE Chief Right of Way Agent COUNTY OF ORANGE RIGHT OF WAY DEPARTMENT 400 WEST EIGHTH STREET SANTA ANA, CALIFORNIA Phone 547.0547 November 8, 1963 Refer to: Project No: Project: Honorable Board of Supervisors County of Orange Court House Santa Ana, California Gentlemen: GEORGE H. CORMACK Assistant Chief Right of Way Agent Administration SURLEIGH O. BURSHEM Assistant Chief Right of Way Agent Valuation JOSEPH A. HENNESSEY Assistant Chief Right of Way Agent Acquisition G. A. 1003 County Dock Property In compliance with your Honorable Board's directive, we have analyzed the gross rental percentages for the various business activities as set forth on page 6 of the proposed lease of the County Dock Property in Newport Beach. Lease payments are generally established, based on a reasonable return which the property owner expects to earn on his capital investment. Capital investment is normally considered to be the current market value of the property in question. i When percentage rentals are used, they can vary widely depending upon the many variable factors involved. In addition to the terms of the lease, the following ' factors are typical of the variables which can affect the gross percentage. 1. Financial responsibility of lessee, 2. Anticipated volume of gross receipts. 3. Whether the particular business activity is the major source of income to the property, or an auxiliary or supporting source of income. 4. Anticipated increase in land value during the life of the lease. C Honorable Board of Supervisors - 2 - G. A. 1003 Since, in our analysis, we were unable to anticipate the specific nature of the various business enterprises contemplated, our recommendations are based on what we consider to be typical circumstances involving the sub- ject parcel of land. The many variable factors assumed to be typical may or may not be present in the develop- ment of the County Dock Property. Therefore, in addi- tion to the Recommendations section we have added a Comments section to this report. L SEK /lrl E T OF WAY AGENT ORANGE Among other things, our recommendations do assume the following: 1. That the lessee will be responsible for payment of all real property taxes, including land and improve- ments, since the present provision for possessory inter - est tax will have this effect, at least during the early .` . years of the lease. 2. That the lessee will be responsible for con - struction and maintenance of all improvements. 3. That the lease income is net net to the land i owner. Additional supporting data has been retained in our files regarding each of the specified business activities. This information can be made available upon request. CVery truly yours, L SEK /lrl E T OF WAY AGENT ORANGE Recommendations SUMMARY OF RECOMMENDED GROSS INCOME PERCENTAGES TO BE USED IN LEASE OF COUNTY DOCK PROPERTY Per R/W Dept. Proposed Recommen- Business Activity Draft dation (1) Boat Sales - New and Used 1 -1/4 % 1 -1/4 % (2) Restaurant 2 % 2 & 3 % (3) Bar (On Sale) 3 % 3 % (4) Retail Stores, Clothing, Gifts, etc. 5 % 3 % (5) Dwelling Units & Room Rentals 5 % 6 & 12 % (6) Barber & Beauty Shops 5 % 3 (7) Package Liquor (Off Sales) 5 % 3 % (8) Ship Chandlery 5 % 3 "% (9) Service & Labor Charges 5 % 3 % (10) Coin Vending Machines 5 % 5 % (11) Office Rentals 10 % -? % (12) Insurance & Brokerage Commissions 10 % 10 % (13) Club Dues & Initiation Fees 10 % 10 °!A (14) Pay Telephones 10 % 10 (15) Boat Slip Rentals & Incidentals 20 % 22 % (16) Parking Fees 20 % 22 % 11 COMMENTS ON RECOM ENDED PERCENTAGES 1. BOAT SALES - NEW AND USED ' Most boat sales yards in Newport Beach are on a flat rental basis. However, investigation of other harbors indicates a range of 1 percent to 1 -1/2 percent of new ,. boat sales with used boats being somewhat lower. An average of 1 -1/4 percent of gross sales appears to be ' reasonable unless an extremely high volume of business is anticipated. ' 2. RESTAURANTS This type of enterprise operates on a low margin of ' profit. A proper return to land appears to be 2 percent of gross receipts. However, if a restaurant is operated in conjunction with a cocktail lounge, the land rental ' should be based on 3 percent of the total receipts from both food and alcoholic beverages. The typical land rental from a coffee shop or cafe would more likely be 3 to 4 percent of gross. 3. BAR (ON SALE) Rental from this type of use varies considerably ' based on the particular operation. Assuming probable development would involve a reasonably high grade lounge, the fair land rental is estimated at 3 percent of gross ' receipts, although we know of some leases which are based on 4 percent. 1 4. RETAIL SALES,, CLOTHING, GIFTS, ETC. Percentage rentals on these uses vary widely, Busine3ses doing a high volume of sales with high ' inventory turnover pay a very low percentage rent. High markup, low inventory turnover businesses pay very high percentages. The range is 1 -1/2 to 12 ' percent of gross sales for land and buildings. Anti- cipating that retail operations would entail specialty shops or general merchandise stores involving a com- bination of both high and low volume iter.-. . an average of 3 percent of gross sales. appears to be reasonable. 1 I 4. RETAIL SALES, CLOTHING, GIFTS, ETC. (Contd) A percentage rate as high as 5 percent would be reasonable for a low volume auxiliary operation in which the majority of the sales were in high markup items. Since it is likely that the liquor store, retail stores, and ship chandlery might be part of one opera- tion, it would appear advisable that the identical Ipercentage be used for each. 5. DWELLING UNITS AND ROOM RENTALS ' A land lease on the subject property for a motel would expect to return 6 percent of gross receipts. If used as an apartment house, the percentage of I gross rentals would be higher, say 10 to 12 percent. L6. BARBER AND BEAUTY SHOPS Most barber and beauty shops in the Newport Beach area operate on flat rentals. However, our investiga- tion indicates that 5 percent of gross business would be a proper land rental. 7. PACKAGE LIQUOR (OFF SALE) Typical operations for liquor- delicatessen type stores indicate a gross rental of 3 -1/2 to 8 percent including land and buildings. For a land lease on the subject property, a 3 percent figure would appear most reasonable. If liquor sales were a small volume auxiliary operation, a percentage as high as 5 percent would be reasonable. We believe the identical percentage should be used for this item, Retail Stores, and Ship Chandlery. 8. SHIP CHANDLERY The leases we have investigated indicate that a 3 percent of gross sales would be most proper for this type of retail operation. U 8. SHIP CHANDLERY (Cont'd) We believe that the rate used for this item should be identical to that used for Retail Stores and Package 1 Liquor. 9. SERVICE AND LABOR CHARGES The percentage figures considered reasonable for this type of operation vary greatly, since such charges are usually tied in with other businesses. It is recommended that the rate used here be identical to the rate used for Ship Chandlery. 10. COIN VENDING MACHINES Machine operators customarily pay at least 15.per- cent of coin box collections for rent. Since, normally, space must be provided in a protected area or building, it would appear that the land owner should receive ap- proximately one -third of the total rental or 5 percent of coin box collections. 1 11 OFFICE RENTALS Our analysis of the expected rental from the pro- f posed building "As' indicates an effective gross rental income of approximately $125,000 per year. Since the return to the land necessary for such a building should be approximately $15,000 per year, a figure of 12.per- cent of the gross is indicated. 12. INSURANCE AND BROKERAGE It is assumed that this term applies to both con- signment sales and marine insurance commissions. A fair rental rate is estimated at 10 percent of gross commissions. This applies to insurance and commis- sions on boats only. An insurance agency or brokerage firm should be under the Office Rental schedule. 11 U I 13. CLUB DUES The 10 percent of total club dues and initiation fees appears to be reasonable. Any lower percentage would tend to foster circumvention of rental payments through lowering rates and charges to members. r14. PAY TELEPHONES It is reasonable to assume that the telephone com- pany would bear the total cost of establishing pay telephones on the subject property, and that the tele- phone company would pay to the County's lessee 15 per- cent of the gross receipts of the telephone. The 10 I percent rental figure indicated in the proposed lease would, therefore, require that the County's lessee turn two- thirds of his commission income over to the County. ' This is a rather abnormally high percentage to the land owner; however, inasmuch as the County's lessee would have no out -of- pocket expenses in connection with the pay telephones, the 10 percent rate can be defended as being reasonable. �. 15. BOAT SLIP RENTALS AND INCIDENTALS The land owner typically receives from 20 to 25 percent of the gross receipts for boat dock rentals depending upon the amount of automobile parking area available and the availability of rest rooms, storage, and other auxiliary facilities. Most all the information in the Newport Beach area indicates 20 percent. An income analysis of a fair re- turn to the land, however, would tend to indicate 25 percent. The recommended 22 percent figure represents a compromise. 16. PARKING FEES The gross percentage rate to the land owners in parking lots usually ranges between 20. and 75 percent. There is little information that would indicate a proper percentage for Newport Beach. We have recommended the 22 percent -figure since it would appear most reasonable to tie the parking percen- tage to the rate used for Boat Slip Rentals. I