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HomeMy WebLinkAboutBeacon Bay, 54LEASE THIS LEASE is made and entered into as of the 14 rv`day ofrI �� , 2008, by and between the CITY OF NEWPORT BEACH, a Charter Cit and municipal corporation "L�ssor" and Ardeen DuBow, Trustee of Y p P � ), the Steve and Ardeen DuBow Marital Trust #1, U/A dated 7/19/1999, ("Lessee"), regarding the real property commonly referred to as Beacon Bay Lot 54. RECITALS A. The City of Newport Beach, by virtue of a 1978 legislative grant found in Chapter 74 of the Statutes of 1978 (the "Beacon Bay Bill"), holds the right, title and interest to certain tidelands and uplands commonly known as Beacon Bay and generally described in Exhibit A attached hereto and incorporated by reference. B. The Beacon Bay Bill frees the "Westerly portion" of the filled tidelands from the public trust and specifically authorizes the lease of the property for residential purposes subject to certain express statutory conditions. C. Beacon Bay, including the "Westerly Portion" thereof, has been divided into individual lots, with each lot leased by the City for residential purposes until December 31, 2005. D. On November 3, 1987, a majority of electors of the City approved a measure which authorized the City Council to enter into new leases of residential lots in Beacon Bay for a period not to exceed fifty (50) years. E. On November 3, 1992, a majority of electors of the City approved Measure M which authorized the City Council to lease tidelands and waterfront property consistent with the provisions of state law. F. The City Council, pursuant to the authority conferred by the electors, entered into negotiations with current lessees and the parties have agreed on the terms and conditions of a new lease with a fifty (50) year term, provision for adjustments in lease payments to reflect changes in the value of Beacon Bay leaseholds, and a recalculation of lease payments in the event of a transfer of the Lease by the Current Lessee or any Subsequent Lessee (as defined herein). G. Lessee acknowledges that the terms and conditions of this Lease may result in Lessee paying substantially more or less than another Lessee for similar property depending upon the date this Lease is executed, the date of any subsequent transfer, and the consideration paid for transfers of similarly situated property. H. Lessee acknowledges that accurate and complete reporting to the City of all consideration paid for the transfer of this Lease is vitally important to the City in that failure to fully report all consideration could materially reduce the amount of rent received by the City from other Beacon Bay Lessees. I. Lessor and Lessee acknowledge that the City has agreed to a fifty (50) year term and limited lease payment increases in consideration of provisions which require payment of rent approximating fair market rental value, without regard to any advantage maintained by Current Lessees, upon transfer by Current Lessees and payment of deferred rent in the event the Lease is not signed on or before the Effective Date (as defined herein). J. The California State Lands Commission has reviewed the form of this Lease and determined that it is in conformance with the provisions of relevant statutes, rules and regulations, including, without limitation, the Beacon Bay Bill. K. Lessor has determined that this Lease is consistent with provisions of the Beacon Bay Bill, the Charter, General Plan and Zoning Ordinance of the City of Newport Beach, and of all other applicable state and local laws. N6 1 -1 8737l.V205/24/94 L. Lessor has determined it is in the best interests of the citizens of Newport Beach to maintain the residential character of Beacon Bay and to enter into new leases with Current Lessees under the terms and conditions specified in -his agreement. NOW, THEREFORE, in consideration of the foregoing recitals and the covenants in this lease, the parties agree as follows: LEASED LAND. Lessor hereby leases to Lessee the real property commonly known as Beacon Bay Lot 54 (the "Leased Land"), which is more particularly described in Exhibit B, and generally depicted on Exhibit A, each attached hereto and incorporated by reference, subject to the limitations on use specified in Section 6. As used in this Lease, the term "Premises" shall refer to the Leased Land and any improvements constructed thereon. Lessor expressly reserves all oil, oil rights, gas, minerals, mineral rights, natural gas rights and other hydrocarbon substances in and under the Leased Land and the right to grant and transfer the same, together with all necessary and convenient rights to explore for, develop, produce and extract and take the same, subject to the express limitation that any and all operations for the exploration, development, production, extraction and taking of any such substance shall be carried on at levels below the depth of five hundred feet (500') from the surface of the land by means of wells, derricks and other equipment from surface locations on adjoining or neighboring land, and subject further to all restrictions and regulations concerning the drilling for, and production of, oil, gas, minerals, petroleum and other hydrocarbon substances specified in the Newport Beach City Charter or the Newport Beach Municipal Code. 2. TERM. The term of this Lease shall commence on the Execution Date, but in no event prior to the Effective Date, and shall expire on the date fifty (50) years following the Effective Date, unless earlier terminated as provided in this Lease. RENTAL. A. Definitions. For the purposes of this Lease, the following terms shall be defined as specified in this paragraph. In certain cases, the definition of the term contains operative language that affects the rights of the parties: (1) "Actual Sales Value" shall mean the total of all consideration paid for the non-exempt transfer of this Lease or the Pre-existing Lease, including the improvements on the Leased Land, from the Current Lessee, or Subsequent Lessee, to another person, excluding any consideration paid for the transfer of personal property in connection with such transaction. (2) "Average Actual Sales Value Rent" shall mean two and one-half percent (2.5 %) of the mean of the Actual Sales Value of the non-exempt transfer of a similarly situated (waterfront or interior) Beacon Bay parcels as specified in this subparagraph. Average Actual Sales Value Rent shall be the mean of the Actual Sales Value of the three similarly situated parcels most recently transferred. Exempt transfers, as defined in Paragraph 3.B(3), shall not be used to calculate Average Actual Sales Value rent. (3) "CPI" shall mean the Consumer Price Index - Los Angeles -Anaheim -Riverside Area, All Urban Consumers, All Items, published by the United States Department of Labor, Bureau of Labor Statistics (1982-1984=100). If the 1982-1984 base of said Consumer Price Index should hereafter be changed, then the new base shall be converted to the 1982-1984 base and the base as so converted shall be used. In the event that the Consumer Price Index, as now compiled and published, shall cease to be published, then the successor index shall be used provided that an appropriate conversion from the old index to the new index can feasibly be made. If such conversion cannot be made, or if no such index is published, then another index most nearly comparable thereto recognized as authoritative shall be substituted by agreement. CL� r sn, L...SS ..e _, rte 7�.'... ei Com. ^n,e-exic' c i ecce. DefarrEd r.eni` Si"imean ; e _tai .en: that a :u.,7, ci 1 eSSee'v1rCi Laic iac ':nis Lease teen =_xec,]tec of the -E iectl'✓e Datethrough and;nC1UCIilC t.Ine Gate o'-. V inlet, tn;:S Leas, 'Vvas first execute... .e;sS the ,en - - -- aCivaiil'y, paid "'urs.;a�ri: ..� _ eXiSiinc _ease. :ooetr-e 66it rim'"csi at the '"aic Of eivrit '� cnt arc e Ji ti Calculated ori tele balance due at the end of each Lease Year Or portion thereof. �1 "Effcctive Date" shall mean (% "Execution Date" Shall mean the date When this Lease is executed by Lessee. (8) "Initial Rent" shall mean the effective net ren. for the Leased Land as determined by the appraisal of George Hamilton Jones, with due consideration to the leasehold advantage created by the Pre-existing Lease, all as shown on Exhibit G attached hereto and incorporated herein by reference. (9) "Person" shall mean any natural person or natural person(s) and does not Include any corporatiOn, association. or business entliy !nanV iOrm except a financial ir?sLlt LIOn Or other !loth 5,3�e lender actir:g in the capacit\% of a lender Or an f i81' lilVOS or I!\ ulo Lrusl. 10 "Pre-existing Lease" shall mean the Lease for the Leased Land whicr.. was e: i'live on January 1. 1988. and would. absent tills Lease, expire on July 1. 7996. 1 "Transferred" shall mean any sale, assignment, sublease or other transaCilori. other than a,-,,exempt transfer as defined- in Paragraph 3.5(31), pursuant to which the right Lo possession Of :he premises and the right t0 sign a new lease Identical t0 -this Lease IS transferred to another person. E. Rental Payments. Lessee shall pay annual rent In the sum of Forty-two thousand five hundred and 0/100s (S42.500.00). pa'y'able at the rate of Three thousand fife hundred forty-one and 66/100s (S3.8%1.66) per month,. LeSsee Shall also pay, if applicable, deferred rent i. i the sum of hi(.". upor, execution of this Lease. P.en: shall be adjusted e'v'ery seven (-) years flet the date Of transfe, In aCCOrdance 'Jvith file provisions of Paragraph 33(o ). Annual rent. deferred rent.. and periodic adjustments are based upon the foliov ing: 3 �kc ti0n. cf�r- -f, -C-, v _ ,c. .�"iiS _ca Se ,er....."v ... C _eSSe-..., ��: .�. "O _ _7 ."_.'�'b a vJ" LeSSee. !L L2SSEc Sa'; Cj' am a . rem , Ja: 'et as scecilied :�. ., C r!e -"a-;C! e; EXihliii C. I I"caf'EC. SO a "1.� ..S ua-.,;"i c', c g n er_ rt tr^ h f of this Lease by the Current. Lessee (other i_i a. an c . � !. " al S er SEt fdl Li � Ir Paragraph 3.r(3), rent Shall Ernain as SD&cmecthlS S'..1✓c,araor-a,D r10TVv'lthStandlnC the provisions of Par aci aph (b 1) in the event of any transfer of this Lease to a Subsequent Lessee, the Subsequent Lessee Shall pay annual rent equal to two and one-half percent (2.5°x) of the Actual Sales Value determined as of the date of the transfer in accordance With the provisions of paragraph 3"A(1). Thereafter, rent shall b=- adjusted eadjusted every seven years after the date of the transfer in accordance with the provisions of paragraph 3.13(4). (C) In the event of any transfer of this Lease to a Subsequent Lessee In a i,ansaction other than an am,,'s leno'.h assignment of :his Lease. and Sale of the improvements on the Leased Land, if any; such as a gift or trarlsfc^r by lili!erltanCe other than an exemil + transfer under, Paragraph .3.8(3), ine Sib, Lessee shall pay annual rent equal to the Average Actual Sales V'alue Rent calculated as Of the date of the transfer Irl aOCOrdanCE with tree provisions of Paragraph %2' Execution After the Effective Date. In the event this Lease IS first execuied after the Effective Dale, re!li Shall be determiined ar;dpall; as foilDV✓S: (a) Current Lessee'V!1'ithlr Five ears A71.e!" Efieclive Date: In the event this Lease Is exeC'uteo by the Current Lessee with Un five (,5) years after the Effective Date, the Current Lessee shall pay annual rent equal to Intal Rent plus a Suit! calculated by multiplying the difference between Initial Pert and Average .Actual Sales Value Pent by a. fraCLion equal i0 the number Cf ;!1011thS bein'EEn the Effective Data and Execution Date, divined by sixty. The Current Lessee shall also pay all Deferred Pent Concurrent with. the exeCUtlOn OT this Lease. herea`ter , SC long as there has been no transfer of this Lease by the Cum -e! Lessee rent shall rer air, as SDeC-Med. in this Subparagraph. not\hlthStanning the provisions of Paragraph 3.E( , bl Current Lessee/Dore Than Five Years After Effective Date: in t'ne Ev'ent this Lease IS executed bv/ ihE Current Lessee more than five (5) years after the Effestive Date, the Current Lessee Shall pay annual rent equal to Average Actual! SaieS Value Rent Calculated as of the date of exeCUtlon in accordance with the Provisions of" Paragraph 3"A(2). The Current Lessee Shall also pay all Defer red Pent concurrent ',Oth the execution of this Lease. 'I hereafter, rent shall be adjusted every seven (( years after the date of execution Ia accordance With the provisions of Paragraph 3.13(4). 1, C) Subsequent Lessee. n the event ti;e Current Lessee transfers the Pre- existing Lease to a Subsequent Lessee Who wishes to sign this Lease after the Cut-off Date, the Subsequent Lessee shall pay annual rent equal to two and one-half percent (2.5111c) of Actual Sales Value determined as of the date of execution and in accordance with Paragraph 3.A(i ). the Subsequent Lessee shall also pay all Deferred Relit concurrent with the execution of this Lease. The annual rent shall be adjusted every se'✓en (!' years following the Execution Date In accordance with the provisions of Paragraph 3.13(4). anS3G C' 0: cr :.al c. SSr irnr�''Je"rie .S c . Lease Lard. any, j --' a 'ote an exec, -'i^. pa)' a'lnUal egUa he . `.ver age �o gal .aies .. a,ue Fe'r O` .ne ,.G._ 0` ~ _ G-Sler i, "0_ %".h _ _ pi S\'IS a._` e Su Jsequenl _esSee S"a.I1 . Et S�, a`GIS .moo-ei"r e": .. e rl n - is Lease The annual re, shall oe a'diljsldO. %ei'�' .�.'e�'�:'l i ,`%eaI ,. •.e ,ilio. Vi In - i01101h%Ing the �:eCU lOn Date l BCCOrdan e VJltll t e 0\'iSlGns Of Pa' -ac, -? r. 3.B('). (3) Exempt Transfers. I he provisions of Paragraph 33 regarding transfers slnail IOi operate to i"iCreaSe rel!: ;T. (a) Lessee is assigning an interest In this Lease to a trustee under a deed Of trust for the benefit of a lender, (b) the transfer is caused by the death or" a spouse and the full interest of the deceaSed SpOUSe IS transferred tC a SUFVi% ✓Ing SpOUSe: C) the transfer Of an Interest in this Lease is between or an -ono terlanTt Ill comm07 Or joint tenants in Ownership of the leasehold estate Created by this Lease. and Such tenants in Common or loll'It tenants first aCOUVred th.elr "espect!V%e interests in this Lease simultaneously; (d) the transfer Or assignment IS by a bona Tide lender aCOuiring title foreclosure Or deed In lieu of foreclosure of a trust deed; or (e) the transfel" is a Sublease of the premises for three years of IeSs: provided. however. that in determining the term of a sublease, any ootions or rlOhts to renew Or extend the sublease shalt be colnSldeied par`. of �le t"ii whether or not exe, cised. (f) the transfer is caused by the dissoiution of the marriage of Lessee and the full Interest of one of the spouses is transferred to the other spouse. (g) he transfer is to an inter vivcs tril!st; li', Ing trust or other similar estate plannl g arl"angel nlent of Lessee, Orovlded. hoVVel/el that tie pr0''ISIOr S Oi Paragraph 3.0 shall apply upon the death of such Lessee it the beneficiary of such trust or other arrangement Is Other than the Surviving spouse or a -ienan`. In common Or Joint -tenant In Ownership Oj the leasehold estate created by thlS Lease. and SUCK tenants in Common Or joint tenants fi Si aCOUlred their reSG2Ct"dc interests in this Lease simultaneously:. or (h) the transfer IS to a guardian Or Custodian of Lessee appointed due to the physical or mental Incapacity Of Lessee, orovided. i7owever. that the provisions Of Paragraph 3.0 shall apply upon the death of such Lessee unless the transferee is the surviving Spouse Or a tenant Irl common or Joint tenant Ill ownership Ot the leasehold estate Created by this Lease, and such tenants In common or joint ter;antS Ji St acquired 'heir respectl','e biter ests In this Lease slmUitaneoUsly, r l ; Rent Adliustments. (a) Except as provided in Paragraphs 33(l)(a). 3.5(2)(a) and 3.B(3). on the seventh (7th) anniversary of the Execution Date of this Lease., or the seventh (7th) anniversary of the date of any transfer of this Lease by any Current or Subsequent Lessee, rent shall be adjusted to reflect any increase or decrease In the cost of living, which adjustment shall be determined as set forth hereinafter. �_' the daT e- Of ; a"'S e of an, _ .- O Sins=C_ :AnCnEve- IS iafa' n!0 EV'E. - Shat. =:ii: D , eaSeu . amu ., .._ sum ate :fan tort\! ?"Genf i4p r :,.c Fert aIC E ~xecUtio- Dat . C -r hi' the is S�, r e..tal at. uStment Ga.7;= L esso:- , `larendeavGr t0 no- LESSeE OfVrEI-,tai adJUStmeiaS at eaJ forty- ive j _1 days D- 3, the end Of EaCn sever -Ann, lease year p'"Cl%ICAC. !lCi9'cic.. ?iiU"c or _eSSor Qive forty-flwe (451 day's n: -ice does nro, relieve _eSSee fr:)m the obligaaOn iC' �a✓ increased relit or the right to pa's' less rent in the e'v'ent of decrease in the —P1: and, pr"oviced Turt.her. that Lessee Shall heave no obligation �nt to aV reIncreases Which apply to any period greater than ninetv i G'0 days prior i0 the eCeipt by Lessee of Lessor's notice Of an inc I'eaSe In rent. (b) in the event Lessee Is tvv'o Or more Persons o'Vvning the leasehold estate created hereby as tenants in common Or Joint tenants, andu less than all of such persons transfer their interest it this Lease to a person other than to an existing enan: In Common Or join- ailL, _ ie 'al-- aOII:S "hent snail be prorated -C 'eller: the percentage in e: beling transferred tO a th;Ird par' -V. Tor c::a pie, ff two persons are the Lessee as tenants in CoinnrnnD-! as to equal One-half in-LereStS, and one of Such per sons transfers his!lher 50°/c ii iter est to a third party. the rent shall be adjusted as provided In Paragraph 33(%'11(0). and thereafter as provided In P 3ragraph 313(4)(a'). and the resultant rental Increase multiph&?_ by he percentage transferred (50%) to determine the rental Increase; proviJef.. however. that any subsequent transfer of an interest lin this Lease to such third party shall not beyexempt under subparagraph 3.15(3). (5) instahment Payments/Grace Period. Lessee shall pay rent In equal nnonthly lnstalln-lents, in aCivance.. v,it pa)/"ie ,, J'Je on DI, before the first day of the month for vvhich rent is paid. Rent; shall be prorated during any month When a transaction Which increases rent becomes effective other than the first day of that month. No late payment charge applies t0 paynnen.-s received by Lessor or Or before 5:00 P.M1. on the fifteenth ('15th) day of the mOntn for VVMCh the payment is made ("Grace Period") . If a rent payment, or any Portion thereof. is received by Lessor after xplratiOn of the Grace Period. Lessee Shall pa\ LeJJdI 2 lace pa, men, oha'rge equal to four perCEnt (4°/0� Of eaci! late payl�ent, Or portion thereof. Pent pay i e! tS shall be payable t0 the City of hiev'v/port Beach and Sent, or delivered, to the Finance Di"ector at the address Specified for ServlCen Of notices. Rent shall be payablees eo by L..., tO Lessor in, SUCK Coin Or currency t0 the United States as at the time Of !Jcvinner iS leua -ender fOi Public and Private debts. LesSO!and Lessee agree that atie charges sOeclfied i th,is paragraph represent a fair and easonabie eStlln atE Of L COSI LESSOr vdl l ilnCUr I"E2SOr. Of an)% late payment by Lessee. An'y` late or missed pa'�'!nent of reni Coilst!t�J! a deaU i pursuant to paragraph 13 of this Lease. nnv failure by Lessor to declare a default and initiate termination of this Lease due to a late' or m;ssed payment shall not be considered a Waiver of the right of Lessor to do so for thai Or an)/ tither lata Or missed pavme!r . C. Credit to Tidelands Fund, In calculating Initial Rent under this Lease, a credit Was given t0 certain of the Current Lessees equal t0 the annual amortization Of the present V21Ue Of the additional property tax to be paid by such lessees during the remaining period of the Pre-exlsting Lease. This credit. commonly referred to as the "tax advantage", is shown on Exhibit D for each affected lot. This Credit Was extended by Lessor to Current Lessees as consideration for entering Into this Lease. As a consideration In Its approval of this Lease, the California Slate Lands Commission required Lessor t0 credit its State supervised Tice -lands Trust Fund by an amount equivalent to the tax advantage derived from those lots in Beacon Bay comprising tidelands. This amount Is shown on Exhibit D for each affected lot comprising tidelands. ^,ccordingly, Lessor has unilaterally agreed to annually calculate the amount Of such lax advantage derived from the i P.ANSPERS. =''.. C.onvd[LtOnS r"?CEdent L Sfea 7aSc ae.: o" +'dr Leri o'�SeML Oi Lessor. VVniC'-: o'�senT or Conot!Onec. Lessor s:: -,all cons=- i0 an _"ansier \vc re . Lessee and t-ep r. ^posed "ans e.ee have coi,Dlled wdlth the follGVt'Ind'. Lessee shall iurnis% Lessor \`Jth executed copleS of eac" and e','er'v docunnent used to effect the transfer. (2) Lessee or the proposed transferee shall Day to Lessor a transfer fee of orae hundred dollars ($100.00): 31 Lessee shall execute a `I erminatlor. of Lease! 'i0ld InL est" IOr '"eCOrdatlOn: arid f -fie 'v^ =e _ shall -. edu Evr lease ^ - i e i., e',ln� z _ Ii 31C� S� raJI S�iG �1E n �t Ie _ an a Of LcaSe" for recordation. vvhich (case shall De Identical to i 1!s _ease and ha`,e c tern-, equal to the remaining term of this Lease at the time off the 'I-'I R. Transfer Informati'o'n. The parties to an', non-c^x.el 1pt transfer of "1!S Lease Shall O''!dE Lessor with all information relevant to a determination Of Lne Total consldei"ation paid o the transfer. as Well as all documents which are relevant to the total consideration paid -!of, in transfer. Lessee and the proposed transleree shall provide this information not later than forty - live (15; days prior to the proposed effective date of the transfer Of this Lease. Lessor shal:have the right, at Its sole discretion, to Commission an appraisal of the fair market Value of this L &ase and improvements thereon as of the date of transfer. .any such appraisai shall be Completed not later Thar, thirty days after receipt by Lessor of the aforElTientioned Information from Line I-essee. li the value dete mined by the ap;.ra'ise, commlzs;onedv,so , xc-eds me statec oral COnSideration tG bE paid based On the IrifOrmatlon , eCe;ved from the Lessee by more than ten percent (10%), Lessor shall so notify the Lessee and provide Lessee with a full Copy of such appraisal report, and said value shall be deemed the actual Sales `.'alue for purposes of caiculating Average actual Sales Value Rent and rental pa\ idents unless within fifteen (15) days after receiving such notice and the repos i the Lessee notrfes Lessor That Lessee elects tc cause an a1era!Sa of tie Tai' market value OT this Lease and improve rents hereon as of the date oii transfer to be conduct. onducb\/ an Independent appraiser. In such Event; LeSSee CBUSe such appraisal to be completed no later than thirty (30) days after the notice to Lessor and shall provide Lessor with a full copy of the appraisal upon completion. 1 he Actual Sales Value for purposes of calculatino Average Actual Sales Value Rent and rental payments shall be the greater of (i) the slated consideration for the transfer, of J; the average of Lhe iVevo app! aiSaiS. it j aper aiSa, commissioned by Lessor or Lessee under this Paragraph =:.E shall be Conducted by an VIA aDoraiser licensed io CondUct business In the State of California and experienced In residentla appraisals in Southern. California. C. Exempt Transfer lnforniatlon. Lessor's Consent !s. not required for the e,..,:r,pi transfers" referenced in Paragraph 3.5(3); provided, how/ever. Lessee shall furnish Lessor vvith copies of all documents used to effect any exempt transfer. D. Audi t of Subleases. It is the irten of the parties that trai ls-ers eferred to in Section 3.5(3)(e'; shall only be exempt from the further provisions of Paragraph 3.5 (in respect of rental adjust!rents) i such subleases are not substantially equivalent to, do not have substantially the same economic effect as, or are intended to dlsgUlse, a transfer by the then Lessee of all or substantially all of his/her interest in this Lease to the putative sublessee. Lessor shall at all times have the right, upon written request to the Lessee; to receive copies of all 'written agreements, and to be advised in full of all oral agreements, between the Lessee and alit' sublessee of the Leased Land. Any purported sublease of the premises which Is determined to be substantially equivalent ' � .- .G C sease G.. ..a: S _ Is _`........ sunD!C'.�S See:f`'. _.E. NOUiI BF.fi.l\ICES. A. Ktght to Encumber, Lessee nlP\e! I;:JI' I_her:alis _ease P\' 'dee QI I US'. 7 V'r:gG`'e . Ci" 'alar InstrU! leili• in Ta''Gr Of ai 'v 7Jii? Tluc !enuc, i"L ei-o&", !n a bolia i!Ue loan, Lra-sactlO^ `O anv aUrpOSe VdithO'u he GOnsent ol 7c Jeien`line vvinet:`ler a ioa!l iS G '?^r i0'e lerlJin'C T"ansaction. and not an arrangement for TansTer of the possession or itle to ;"le P'emise.. i0 :`.e putative lender, Lessee and the lender agree t0 provide Lessor With all Oocumentatlor, executed bel',4een Lessee and tale lender concerning the loan upon request of Lessor. Neither Lessee nor Lessor shall have the povn�er to encurllber Lessor's interest in the Leased Land. A n ecumbrance shall be subiect to all covenants. conditions and restrictions in this Lease and to all l rights and Interests of Lessor except as othervvlse expressly provided in this Lease. Lessee shall gyve Lessor prior v/rlttein notice Of any encumbrance. B. "notice to Lender. Lessor shall have no obligation to give any Lender any v'vritten notice PUr Sua%i i0 this Lease unless ti ie Len e, alas given LGSSOr 'JvI itte'l notice 'OT ITS nar ie adO, eSS. and nature of encumbrance ("Complying Lender") Lessor shall give all Complying Lenders a cc),:,,, Qf ally 1h/ritterl nOilCe OT default. rIOtICe O? termination Or other notice which !'lav affeCt Lessees rights Under, this Lease. l\OiICe shall be deemed 'gi1ven by Lessor to L eri0aar five CE ) da\'S I �IeLrlted Sai'eS mal,; ^ertilie d arid return reCBlpi requested, PostageStage prepaid.ollone i and sent :., Under at the address fL.r� r e n!sh ed in vvi-iti! Ic `)\% Lender. C, Modification. Lessor and Lessee agree that they vvlll r'ot modify. Surrender or Cancel this i ease b)' mutual agreement WI`lho': ut the prior Written ConSen� of Lender. G. Rights orf Lender. Any Lender holding or the beneficiary of a security, interest or lien on This _ease and leaSehQc eStorc c; -ea -ted hereby- Shall have ne right Ourin` the Le! "nl 07 Ln� '_ease. to: (1) pe form any act required of Lessee pursuant to this Lease: (L) transfer this Lease t0 the purchaser at any for eClOSur e Salt., the aSSIGnee Irl 1. event Of a aSSI0n17,ent Irl IIeU Of foreclosure, or t0 acQ'uire the Interest Gf Lessee pursuant tC ?OreCICSUre Jr`aSSIQn!71ent and thereafier uansier this , e the er'c e"sor. L-aS2 i0 en0 SUCC Leander Shall have no right to transfer a is Lease unless and until Lender has cured all defaults regUlring the payiilent OI expenditure of mtone'v, by Lessee. E. Right of Lender to Cure Default. Lessor Shall give vh�!ritten notice Of ary default 0' breacn. of this Lease by Lessee to Lender and of ford Lender the Opp3FtUnl y. of ler notice; Io: (1 j cure the breach or default Within ten (.10) days after expiration of the time Period gr anted toLessee eSSee IQr CLI::"Ii Ig Tle defaultifTledeLa3eCured bV pa\/meit Of moi e\: l C �2) cure the breach Or default Within thirty (30) days after expiration Of the time period oranted to LeSSee 'Or curing de cult vvhen the breach o, default Carl be Cured vviilhin tla.t OerlOd Of time: Or (3) cure the breach Or default In a reasonable time When something other than money is re'p'aired t0 cure the breach or default and Cannot be performed vvithini tnirty (30) days a��er expiration of the time period granted to Lessee for curing the defau;t, provided the acts necessary t0 cure the breach are Comn"lenced 'within thirty (30) days and thereafter diligently pursued to completion by Lender. _ _ � _ _ � i., _ r.. ___ _�. _ _ I •�� 'ICP " e .. ,o C7 oEla, 17 3 o e _=.are,e _ 'c c a"ii E p:u` i,a. LE der Dc Or Ali Of the .er aS. COVeiiantS and vOnditioilS 0f this LEASE r 2qulring ii iE pa\%Illeilt Or „Xpe�:diture Of mOnE'y' ?v LESSEE Ur til the pr oceECInOS are Comblete or are dlscharoed by redemption. Satisfaction. pavment or conve`,ance of this Lease to Lender. G. New Lease. Notwithstanding any other provision oT this Lease. should this Lease terminate or be terminated because of any default or breach by Lessee. Lessor shall enter into a r!evv ieasE v\!ith Lender as lessee provided tI,= \/,'r.tieri lE !ease I .,e, 0 I e by L dei. .i ue; i0'." tnc ' v:' Se S "\%EC SSOr e.I 3 ''I da'�'S airs(" the term,"atlon Of this Lease. L he neVd lEaSe COiital S the Sai`le ter!?lS and COrldltlo! s as this Lease e):ceD' -Or t`!Dse wnic`-, "lave a!read\% bee! ful-llle" Or are no lodger apallcable. !3j on exec''Jtior! o? the new .Ease b,,% Lessor, Lender shall pa, any and all suns that Would be due Upon execution Of the new, lease, but for Its termination, and shall fully "emcdy, or agree in Vvrlting to remedy, any other deTaUlt Or breacr I COI i I! ! itied by Lessee =hat can reasonabl', be ei iedfEd b'vLeader. 41, Lender Shall; upon execution of the neve lease, pay all reasonable Costs and _„senses ;,InCIUC.Fig aTTLO"nEv's fees; Incurred In tei-mmatino this Lease, recover ino possession of the preillises ?rola Lessee, in preparing the neve lease. H.. 6fiis.cellaneou_. T he follov%,ing provisions shall apply to Lessor. Lessee and ant% Lender: 11 j Any Lender shall be liable to perform the obiications of the Lessee under this Luse oniy SC long as the Lender holds title to tills Lease, 12) Lessee Shall; vvitl`lln, ten (10) days arter the recordation OT any bust deed or Other secu-itv Instrument, record. at Lessees Sole expense, Lessor's written requeS Tor a Copy Of any notice GT default and/or nCtIC2 of SaiB under any decd Of trust as pl"ovided bV State iaVV. USE , .IND (•tE I,INTENANCE. A. Use of Leased Land. The Leased Land' shall be solely for residential purposes. Lessee nlay demolish, construct. remodel. reconstruct and maintain Structures Ori the Leased Laid for residential purposes so long as the structures and construction are autho! ized by app'"opDriate City permit and fully comply With all City ordinances, resolutions, regulations, ,policies; and plans. Lessee steal! also obtain perliilSSlor! to construct and,Or nlalntaln StrUCiUrES frCm the California Coastal Commission and ally other State agency II required by lavv. E. maintenance of Improvements. Lessor shall not be required to make an,,/ changes, alterations, additions, Improvements, or repairs in on or about all or part of the Premises. Lessee shall, at all times during the term of this Lease and vv�itho! �t any cost or expense to Lessor, keep and maintain, the Premises., including, without limitation. all structures. facilities, vvalks, curbS, parkways and other improvements, in good order and repair and in a clean. safe, sanitary and orderly Condition. Lessee Shall repair Or reconstruct any Improvements oil the Leased Lane ._ G.7 r ,E,C _JO sale 7 j_r' v '`h -'pace. any Jri �.Oi"'tl�f[BnCE �:�"t�� La'�dS, Lessee S`iaG i�la�.e �� _.���c ., .,., .. !r c �Te;"aTlO!nS epalrs 'G a!l\ . ti ctu, ' vemeni o!n t"�e - er c r_ ^' "u' CI" I!��u"0�� i I vise„ V�.!ICi"' I?na .JE rEC;''uliB� bj and Lessee Shall oTire ro,,!Se ser.'e and coTip!y 1q/lth, anv IaVv, Statut OI"LlrtanCe; plan. r ESOIUTICfn =!oliCv applicable to the '"?nllseS. LeSSee -nal! linder'lnify. 've er ld ano ` oICs es.,oi� ' Iarlr!les_ f,oriin aid aCalnSi an)% less. iaDijitv. action; claliii Or d ani ace arlS!r!^ Gut G Oi i an}/ \Way "ela:eo. TO LESSEc'S -allure t0 COmpi\% \h%iih. and- pe Orin L rSuant iG; pi"C`'ISICnS Oi 'his SUbparagi apil C. . `,I repairs. additions, and alterations to the Structures or i nnprovemelnts on the Premises spall Conform i0 a!I applicable la\n's. ordlnanceS, regulations, plans, policies and !resolutions and all Work shall be performed \ /Ith reasonable diligence; completed 1fi/ithin a reasonable time; and per ormed' a -i the Sole cost and expense of Lessee. D. As €s Colrldi for oT Premises, Lessee express!\% accepts the Premises "as is" and acknowledges that Lessor has made no representations or vJarrantles as to the Sultablllt'v of the JrapE.`v Gr aii`i' cOnSt Jotior, or InlprG`dEme, .. Less== shun Conduo' ail rests necessary Tc determine the Suitability of the property for ail\, proposed construction or Innpro'vein-ient., including. dvithout linni-Lation. The amount and extent of any illi. and related Tactors Lessee expressly aC):nD,, /leJoeS that Lessor shall not be liable TOr an\i damage Or iocc resulting Ton any subsur?ace or soil condition in, or,; or under the Premises or adiacent proper -y. Lessee expressly aCknowledaes that, vvhile the legislature of the State of California has purportedly removed the public trust restrictions oil use of the Propertl/ pursuant tc The Beacon Ba\/ Blll, the Leased Land "?nay constitute tilled tidelands, and Lessor has glade no representation or Warranty relative to the validity' of the Beacon BaV/ Bill or the power of the leGlslature of The State Of California to remove pUpilC trust "ESTI"ICtfOnS or, tlGeianCS tnrOUgn leglSlatioln. i'VOtVvfI SianGinG the iore'going, in the event of any challenge to the right and power of Lessor to lease the Leased Land Tor the purposes provided inthlS Lease. -essor agrees, at its Sole cost alga expense, to use all reasonable e'Orts tO resist alnC defend aoalns' such Challenge and to seek. _ !"j!II_C 01" iudg!nnent a7!r lr1C and upholding the right and power of Lessor to lease the Leased _and for the p!_!rposes pro`�/ided in this Lease. 7, TAXES AND UT€L€T€ES, it S andel-stood .;% !eSSCr ano Lessee That tnlS EdSe Sagive -Ise to a ,:D(jssessiory interest Ta%; O,.i,igaTlOn and that the execution Cf ;his Lease vvill constitute a i eassess niter it event Whim nnay give rise to a nnater!al Increase In the possessory Interest tax Current)V' payable bV 'LeSSee under the --ex :ng Lease. Lessee shall Day, before delinquent, all utility charges and any general and special taxes, assessments or other governmertal charges, ii any, Which !"riay be levied On the Leased Lard, and/or any Impro leme!nts. InCiuding, Without limitation; ai!'v possessory interest tax. .knv lien for unpaid utilities. taxes, aSSessrren .Ls Or Charges Shall not _ac`' tG T !e lease`1Cid Interest but only TC innprovemelnts located Gr! the _E2Seu Land. 8, USE AND MAtNTENANCE OF COIM€400 AREA. en e n h c T eTC beaches. /! l/ i :and Less e seal! have the right to use the s re vval,<vVays, te!�,nis courts. docks. piers, a�!u common landscaped areas in beacon Bay (as depicted on Exhibit A) arid Whidh are leased to the Beacon Bay Community �.ssociatlon by Lessor In conslderatlOn OT the rinainteriance thereof by/ Such _,ssCClatlorl and rent to be paid by Ind!Vld'ual Lessees under" their respective leases. 8. IvIAINTENf- NCE AND €MPROVEM.ENT OF INFRASTRUCTURE. Lessor has no obllGatlon TG install, Improve. reDalr, Or maintain sTreETs, curbs, gutter S; Water 11i -es, sew-er il'neS. d, ainace facliltieS, street llghTing Or other iacllit!es used tv, the residents oT Beacon Bav' (infrastructure;. Notwithstanding Section 5 above, Lessor reserves the right. after a five (5) year period iolioWing the Eifective Cate and upon approval by the Lessees representing a maJorlty of the lots In Beacon Say. to improve and )maintain streets, Curbs. gutters. Water" lines. Sewer lines, drainage facilities, o CCrrF,,jr prrTv 1, C,S10. A—, €kFe niaership ii! .L;ssocia:ion. _ : a ,',a!'7 - =ne CO ,SiCei io'- S _ease. c0" iOn to fine Co',: nuance of a v 0' she ric!hts of _essee bJ su : —. grecmel":t, _eSSee aCrteS i0 be'00inle, and dUrl y the tern,: 0` tnis Lease i0 remain. 1eF"n[)e" ir. Good standing oT the Deacon G`av CDi main'-\=Ssoc;aLion B. Compliance with Rules and Regulations. Lessee agrees to abide b ,the Art.;,ies of Incorporation. bylaws, and all rules and regulations of the Association, and t0i-%a`i tC the , _"ISSOClation, before delinquency, all Valid dues, fees, assessments and otner charges properly levied or assessed by the Association. Lessee's failure to comply with the provisions of Paragra�,p� and this Paragraph B shall constitute a material breach of this Lease. C. Lessor Maintenance of Common areas. In addition to the rights reserved to Lessor pursuant to the provisions of Section 9. if the Community Association fails or ceases to maintain community facilities. Lessor may, at Its option and without obligation, assume the obligations of tl`le COmiiiunit'V i=�SSO is tl0n i0 mafr i'Lain, repair, Install or Ii; -ove cC!'l"' unit facilities. !n Svc". even:. Lessee Shall pay' a pro rata share of Lessor's reasonable expenses 'ir! maintaining an0 CNeratinC the COii m!Jnii\' faClllileS, InCIUd!riG a eaSOnabie anagenlerii fee or file c Charged by a managen-;ent agent. Lessee's pro rata share shall be determined bV di'viding LeSsor s costs by the number of residential lois within Beacon � Bay (currently Se-Venty-iWO Io,S Lessee's pro r ala si hare Of the annual costs Incur! "ed b;l Lessor shall be paid within thirty ( rJ da';'S of ler VJritte! notice of tl-j- amount due, and anv failure iC pav shall constitute a materia! breach of this Lease. he costs of maintaining and operating community facilities Shall be determined annual)'! and soiely from the financial records of Lessor. 11. COVENANTS, CONDITIONS AND RESTRICTIONS Lessee agrees to abide and be bound ny all covenants, conditions, restrictio s an'd eservatiOr;S as Contained In Ezhlbit E attached hereto and Incorporated herein by this reference. Said Covenants. conditions and restrictions shall run with the Leased Land and shall be binding on Lessee and Lessee's Successors inFinptperr fest. ( p1 12, I1N[)EEt1iNIFI'CATIiON. Lessee shah inde unify, defend and hold harmless Lessor, its City Council, Boards and Commissions. officers. agents. servants and employees frOln and against any and all actions, causes of action, obligations, costs, damages, losses. claims. liabilities and demands of any nature whatsoever. including easonable atiornevs' fees, regardless of the me; -it or outcome of any Such claim or suit, arising out of. or in anv way, related, to the condition of the Premises. Or the use or possession of tele Premises by Lessee. or Lessee's employees, agents, represeiltati'lies: guests Or InViteeS, as well as anv actiVcity, WOrk Or ihil figs li\!hich may be permitted or su�!ered by Lessee in or on the Premises. Lessee shall indemnify, defend and hold harmless Lessor, Its City Council, Boards and Commssions. Officers. agents; Servants and employees from and against any and all actions, causes of action, obligations, costs, damages. losses. -; ai ms. liabilities, and demands Of an'v mature whatsoever. Including reasonable attoi"ne�'S' ieeS, accruing 0r 'resulting t0 any and all persons, `firms or oo!'poraL 1. furnishing or supplying Work, services. materia s, equipment or supplies arising from or in any manner connected to the use or possession of the Premises by Lessee or from any activity, work or things which may be permitted or suffered by Lessee in or about the Premises. Without limiting the generality of the foregoing, Lessee hereby assumes all risk of damage to property or injury to persons in or about the Premises from any cause except for damage or inury resulting from the negligence or willful. fraudulent or criminal conduct by Lessor and%Or its officers, en;plO'veeS; agents and representatives, and Lessee hereby waives all claims in respect thereof against Lessor. 13. INSIURANICE. 1i _en era, _—o no, o.�S. - e o: c e'c ..I e. ..,e a.. e� ... �.J .-., .. ._ -. ... -iG " .J� ,. 't,C •�,.. _G.._..� O_.., _.,��_. a,.. _esso- D. Fire inSrance, Lessee sha dl,...- :.nc :el"!��. :n!S _c2S," _."..c all st._�:Ji a J .. mproveinnentS Or' the Leased Land against '!osS dama0e by fl!" or other !S'r;. Tor �e struCtur eS. he insurance Shall C -r o\ ide coverage to at least ninety nercen i 900, C,f :,`I=' tu'I !: Isur able replacement val e Of al! improvennents or. ine Leased Land` vvith : e ILSs uavablc -to Lessee unless this Lease Is terminated by L eSsor for de ault of Lessee !r! vvh!ch case t = • I,. proceeds Of insurance nce shlali be paid to Lessor-. C• Liability Insurance. Lessee shall, at Lessees sole cost and expense, procure and maintain during the term Of this Lease, a b!-oad for,,, coml:)rehensive coverage policy of public liability insurance which insures Lessee and Lessor against any less or liability caused by. or in any ;Nay related to, the condition, f0r Lessees use and occupation, of the premises In amounts not less thar !: 55001000 pe Occur -en Ce fc!, hjury Lc. Or Jea h Gf. one (_ w100,000 for caii!age to Gr des! UCti0ii Of propert\'. 1=. DEFAULT. A. cvants of Default. The occurrence ot" any one or more of the tollovving events sinall constitute a material default and breach of this Lease by Lessee: i the abandonment of the Premises by Lessee =) the fallui"e by Lessee to make an)% paA%i nne!nt Of rent when due if the contlnues for three !3) da' s after vv"it Len note e 'en Le ee li , vent � Ce has been given i0 Sa t"le � i that Lessor serves Lessee vv ith a Notice to Pay Beni or quit pursuant to applicable un!avvful detainer statutes, such Notice to Pay Pent or Quit shall also constitute the notice re'pulred by this paragraph; the failure by Lessee to pe!=G;"m. any of the pro'JISIonS Gf 'his Lease and anv �^ i= ^h o n er e f e e ?a pr "hi'�.�s atta�l,ed h veto' be p orm d J)/ L ssee; other than d scribed in ragra ! 1 '.,4, (= above. if the failure to perform cont!n'Jes for a pe.'"rod Of thlrtV (30) da','_z aiier written !notice thereof has been given to Lessee. If the !nature of Lessees default .S such '`tat .more than ihlrt)' (30) oeVS are reasonably rey^ull"ed f0." I'S Cure., thein Lessee Snail not be in default if Lessee commences the cure �n/ithin said thirty (30) day period and 'hereafter diligently prosecutes tele cure to co!Y plelio!n; oi- the failure of Lessee to provide Lessor \v�'ith ak relevant information, regardir g the total consideration paid i!n ConJur!ctlon with any transfer Of t!!iS Lease: �7) the making by Lessee of an,, general assignment, or general arrangement for the benefl' Of Cf"ediiOrs; the fllin^y by Gr against Lessee of a petition i0 have Lessee adjudged a bankrupt or a petition for reorganization or arrangement of any law relating to bankruptcy uni'ess the same is dismissed within sixty (60) days: the appointment of a trustee or recel`ver tC L \e possession of Substa!ntlally all of Lessee's assets located at the Premises or of Lessee's interest in the Lease; where possession is not restored to Lessee within thirty (30) da)/s; or the attachment, execution or other iudica! seizure of suostantlalk/ all of Lessee's assets located at the Premises or of Lessee's Interest it the Lease, where such seizure is not discharged within thirty (30; days. r iotices giver, under this Paragraph 14.A. shall specify the alleged default and the applicable lease provisions, and Shall demand that Lessee perforim the provisions of this Lease or pay the rent that 1% 77 z Landlord's .Remedies do - LeSad' IeS S e S_ S. in vvn!c:, Case t1 :„ _case s :ail nn na.c Les -see e possession Of the ren':ises t0 Lessor. IhsUC% eve, -i -.di Lessor enCiticC tC _.�Ow'el roM Lessee all, amounts \w'hicn . Less -31 -IS e titled pursuant, t0 SectlOr Califprnla Civil Code. o, .a!Other p,-c1IiSl of air, "� n,,- - - - - o' n JOI u. IC �'.. foilOVVing: (,a) he worth at t�hc time Of award Of the arnOUnt bDV V n1C, Linc i T e unpaid erii and additional rent for the balance OI 'he terns af:cr the tli ne Of avdard exceeds t7le amount of The loss `Thain Lessee poveS could bee-aso iably avoided; and (b) any/ other amount necessary to Compensate Lessor for all detriment proximately caused by Lessee's failure to perform Ob!IgaiiOnS pU SUai;i i0 ibis Lease Or which In the ordinary course of thincs vlould be likely to result from t`l_ preach, Including. `Vithout llmit.Ft!or,'I-= COs; Of reCOVerInC pCSseSSIO'n, exner; c of reletting (including necessary repair, , enovation ann' a!teratior'I l easor,abie attorneys' fees, and any other reasonable costs. The `1/vorth at the time ofT a'vdard" Of all rental amounts Other than: That refer red td In --;a-,se i'� abO`de Shall be co:miputed by allow\/ing Interest at the rale Of Te"! percent (I i pOr annum from the Gate amounts accrue to Lessor. he w rth a, :hC time 0? aVdarO the amount referred to In clause (i) shall be Computed by discounting such amount at one percentage point abo`'e me d!SCOtlInC to OI the Federal Reserve BanF; OIn San rrainC.SC� at the time of av,/a-d. VlMout terminating Or affeCIirig the forfefL .- O, tnIS Lease o' In th2 absence Of express w-iiten notice Of Lessor's eiect!o!n to Od so,—1jeAng Lessee Of any' Obllgatiro- pursuant to this Lease. Lessor may, but need not, relet all or a portion of the Premises at any time, or from time to time. and on such terms and conditions as Lessor. at its sole discretion, deems appropriate. \,,Yhethe!' or not the Premises are relet. Lessee shall pay all amoUntS required by this Lease Up to the date that Lessor terminates Lessees rlo�,nt to possession of the Premises. Lessee shall make such payments at the time specified in the Lease and Lessor need -not Vdait until termi, nati0"1 Of the Lease t0 r eCOve SLJ:7s duo J1; iecai action. If Les ar rel t a Premie . the a s e s li or a portion the i� s re et ins s"alp not liev! Lessee of any obligation pursuant to -this Lease: provided. !iowever. Lessor shall apply the rent or other proceeds actually collected by virtue of the reletting against amounts due from Lessee. Lessor may execute an\! agreement reletting all OI" a portion Of the -teased premises and Lessee shall have no right to COIIect anj/ arOCeeds due Lessor by virt'Je Of any relettiany ng. Lessor Shall not, by anreeintry 0!" re ettl,ng OI' Othe� aC� deemed t0: (a) Have accepted any surrender by Lessee of tinis Lease or the leased premises; (b) ha`✓e terminated this Lease. or (C) have relieved Lessee Of any Obligation pursuant to this Lease Unless Lessor has g;ven Lessee express v ritten notice of Lessor's election to do so. (3) Lessor may tenmlinate this Lease by express vdritten notice o Lessee of its election to do so. The termination shall not relieve Lessee of any obligation which has accrued prior to the date Of termination. in the event of termination. Lessor sihall: be entitled 'To recover tine amount specilied In Paragraph 143(1 ). SL" ni r'v da, 'erioO and cc -:c, O'lIO Csc" .�a _ a s. _ :JC' �. Stay of GbiiQBtiGnS, ', C, L OPi'ca1.0i-is Guy Jaini'O .nIS Lease ofte_ .he OaTe OT -, 3. Ull- b - E. Deterrnination of Rental Value. Ii a" ,37jo . Or 'anlalh?U': dst ine. Lessor the reasonable rental value of the Leased _ar!d shall be dee-led to be the amount c- I-ent and additional rent (such as reimbursement for OOStS of Infra " r prove O S!rUCtu c Imnnents �r payment of taxes or assessments) for the period of the uniav,rul detainer. unless LessorIessee shall prove to the contrary by competent evidence. F. Waiver of Rights. The failure or delay of either paity to exercise any right or remedy shall not be construed as a waiver of such right or re !edv or any default by the other party. Lessor's acceptance of any rent shall not be considered a waiver of anv preexisting breach of default by Lessee other than the failure to pay the particular rent accepted regardless of Lessor's knowledge of the pr eexisti'tg br sac::`i 01 defaUi i at t`ie tim—e rent, is accepter'. G. Waiver of Right of Radarnption. Lessee waives any eight of re-denn ti,:)n or reiief from, fol e,ure Pursuant '0 Code Of Civil Dr ocedure SectiOr'S 1 %4 and 1 i!9 and/Or PurSL!ari' -L c) an'�' existing Or IUL StatjTOrV Or OSOislonal law in the evert Lessee is evic-ed OI' L esso, ta`:es possessloin of the Prenn;ses by 'eason Of Lessee's default. 15. SURRENDER OF POSSESSION UPON EXP@PAT iO4I OR TERIvAINATION!. A. Surrender of P'rem'ises. IJpOi e- expir alio n Or termination nination Of this Lease. Lessee agrees to peaceably deliver possession of, and agrees to vacate vJlthout 'contes't. iegai or Gthe5tose, the Leased Land. Lessor. at its sol IS e -i y ---cor,-, a r ui e t e" 'enc c e O Gr � On. ma i 0 -� .SOC i-1 r, � I� i Ind the "::PirailOn o, - L e i .ere ie: :,r h* 'r rare c ternninatl0n Of til eaS hO a !ni St. 'Lessee 1✓t�a!� d rly� � to _ ive relOcat)or-i assistance Or similar form of payment. E. Removal of improvements. Upon the expirat!Or'; the te."-, Oi th;s Lease. grid Gi condition that Lessee is not then In default of any of the provisions of this Lease. Lessee shall have the right to remove from —the Leased Land all buildings and im, 'Drovernents built or installed on the Leased Land, r emo'val of any building or improvement Shah be at the sole cost and expense Of Lessee and removal must be-lomplete ,o later than ninety (90) days after expi-ation Of the term of this Lease. Lessee shall fill all excavations and remove all foundations. debris and other pars of the buildings or improvements remaining after removal and surrender possession of the Prem;seS to Lessor In a clean and orderly condition. lr, the event an'v of the buildings and improvements are Ino' removed within the til - n= vl - E be t p -o ded In tin,a Paragraph I �. , then shat Grine the property Of Lessor 'd�fithou�. t e paymelnt of any CG!nsldera loin. 16. ENUNENT DOMAK A. Definitions of Term's. (I) he term "to -al taking" as used in this Section 16 shall mean the taking Of the entire Premises under the power Of eminent domain o" the taklnc of SO much Of the Leased Land as to prevent or substantially Impair the use thereof by Lessee for the residential purposes. ( he term "partial taking" shall mean the taking of a portion only Of the Premises winch does not coristitute a total taking as defined above. 1! nere_cT :'!el S'.a l de G_ .a";I •^ p- _ -7aL i_^ U'!d -i le pOVJ2r Oi ni^erT Oo din. :l='r ne easeno d' e __ c i the Lessee r- anc to :ne Lease -C' f _and or the po: ion Cher o, aK all ase arI'J .21 nl!ndl2 aJ C'i :n Ca:C `GI :a F.! G o saio Lease, -ai!C. II P"is Lease is _o termiinated Ire whole or i:r. Dar,. all re ..a. s and otner Cnaroes DavaDl e b' _eSsee to Lessor hereunder .,'nC attributable to tne _eased Land o^ portloi^. thereof ta�: l -10"e- a. a..o ae 7�eS _ 1u. REMEDIES CUM, ULA,T IYrE, !c : ight� pOVJ2"S. i?CJOr S anC r .. r2ra!3S of _`I _eSSG' Of L�SSCe GGi .iBl i2 ;` is- _c Sd S a l a construed as Cumulative and no o, -ie Oi them Shall 2 Considered exclu,..'ve of thedtrer drcxc 4si'.� can'/ rights Or remedies allowed by lath, and the exero!se Of One or more rights, povlef . edect!onS Or remedies ^fall not Im:Dai, Or be deemed a vvai,/el- of Lessor's or L essee�s rights to exercise any other. 19. t.0 �fVAIVER. NO de:av Or onniss!On of either party to exercise any right or po"'e!" anS!nO i"07j any onnissio7!: !leglect Or default Of the other parry shall immDBir al-ly such right or o0'wer or shall be Construed as a waiver Oir am, SLcil Or" issio ne^!ec4 Or deiauit o :he pal; of the Other _ ', OF an;+ acpuiescerlCe 7-r er e!7. i`v0 Vda!'✓el ? an'v bredCh ai v Oi tie i 'i:l c0'Je ari'S. 8'ryreenl2iiiS. !-csirlCiOns 0! CO dl lJls Qi 'his Lease shall 7e col ,strued as a Vdalver C? nV Cce f - a of a"/ - ITIS. a \% SJ 2dir� breach O! the Sallie or ✓r m o� Ile t2! Covena,lts, agreements r estric-I S Or CondiiiCdlS Of this L ease. 20. COMPLANCE WIT LAWS. Lessee covenants ano agree., to comply witfr all ruieS, regulations, statutes.. ordinances and iav,'S of the State Of --a:ilvua. vGUnty% OF orange, --It',v G! Beach. anyotI ici g0'v2ri i Ij !c� ILai uGuy O!" atP, C'_v having !avoul Jurisdiction over the Leased Land. 21. NOTICES. ny notice or notices provided fdr by this Lease or by levy, to be given or served by Lessee, may b2 given or served by mail. registered or certified, with postage prepaid, on the Cit 2!/p `,, a y of N �, or- Beac, . ddFeSsed to file IViayoi, City/ Miianager or Ci`y Clerk, 3300 Nevvpor Boulevard, P.O. Box X68, Nev,'port Beach. �_aliiomip_ 92,559-1 68. Or at SUCK other addreSS as la\' be hereat -i i misi`led iv Lessee In 'ddr!ti!-!g. f - Lica Is Intended to `+e served by Lessor or' i eSse it lira✓ be se!-ved Zither: By delivering a copy to the Lessee personaily or B. By depositing the Notice in the United States Miiail. registered or certified. vvith :postage prepaid. to he residence or bUSiness address urr:ished by Lessee: or C. if, tl"!e LeSSee Is absent from the Leased Land b leaving a ^py/ vdith SG! le , pe, -so --I O. Suitable age and discr et!Oil vvhc may% be occupying the Leased Ladd; or v. if no One Sari be toUr!d then by affiY,Ing a COp 0` the i-10'ilCe In a COIIS ! - O'l y% '1JGUS Dia tn2 Premises and also sending a Copy t Oug l the : fall addressed t0 the Lessee. Such service Upon Lessor Or Lessee Shall bZ deemed comilDlete Upon the earlier of M actual deliver,\C- il! the expiration Of Se\'erlt\!-NJO i7G1 hours i!Or and aider the 02pOs!t li. the United Slates mail of SUCK nGLICe, demand Or CO ili7 UnIC2tlOri. 22. HOLDING OVER. This Lease shall terminate and become null and void without further notice Upon the expiration Of the :elm of this Lease. A.ny holding over by Lessee a`ter expiration of the term Shall riot Constitute a renevval of this Lease Or give Lessee .-any rights in or to the Premises- except as expressly pr_Mded In this Section. T he - 1 6 16 o _ : e_ _ _cam"e - -' Less==. ...c.. -e --S,. ., —'e ": ..r.-lg-.".-,1. 1-�' .v��r'.., .d: .., _ _- .� .. y'C'.e� _ .. "... J.. �.� _c.aSC." .,� .., \; _r r' IOF „ 23. QUIET ENJOYMENT LdSSO' COv`enantS and agrees Cat Lessee.. upon p3vir ig the rent Set forth lel"eiil and Ol Se!"\.'Ir Ig and ,eeping all c0\'enantS and agreements i0 be obser veCi or kept b)% Lessor hereunder. Shad quietly iaV2 gild enlCy the Leased Land during the terli of this _ease 'Ndlthout hind"ante or molestation by anyone claiming tv or through Lessor. 24. SEVERABILITY. ar'w lei rri or Drv`v'is ion o 1 ti lis L ease shall. Lc an e -x' 7. i ane i -,,, ail(', or ,.. 7, en l n!- ce a b 1! e. Lh,e . emai!!d=r r.J� L.i "n _ ase si`lal inoi be affected thereby, and each '-'term and pro'o'isiDn Of this Lease s - all r emain valid 'Gild erifOi"ceabie t0 the f lilies- e:aen Der ! nitied by law. 2�Z. hAlSCELLANEOCS. A. Representations. Lessee agrees that no reDi'esentatioiis as `LCI, the Premises have teen miade by Lessor or by any person or agent acting for Lessor. Lessor and Lessee agrees and aCI n0\N edges that this document contains this entire agreement Gf the parties, tha4 there arc ri0 verbal agrGerhelltS� I"epresen aClOnS, war-ai-, -q or othe!" Jnder„ta!idim! s alfectli g� this ao,--eimeilt, and Lessor and Lessee, as a. material part of the consideration of this Lease. waives all claims E,oainst the Other for ecision, damages. or otherwise reason oil an\% alleoed covenant. aa,!eement Or 'Under Standing not contained Irl -Lihis Lease. S. Inurement. Each and all of the covenants, conditions and agreements herein contained shall, In accordance vvith the context, Inure to the benefit Of Lessor and Lessee and apply 10 and bind Lessor and Lessee; as the case may be; 'their respective heirs, legatees, devisees; executors and administr ator s; Successors., assigns. licensees; permittees, Or any person who clay come lntC possession or occupancy of said Leased Land or an part t'leredf in al 'manner V%1j-atsoe�ver. Nothing In this paragr aD`'I shall Iii any vve alter the provislOnS herelr! Contal'-led against assignilneilt or subieiting. C. Joint Several Liabilrtef. liLessee consists of more than One Person. the covenants, Obligation -s and liabilities of Lessee pJrsJant to this Lease shall _,e the io irit a; -id several covenantS, obligations and liabilities Of such persons. D. Captions. The section and paragraph! captions Used in this Lease ar- =or ,r;a c cc r; bG n r. OT anj' convenience of h pai"ti S an(.- Sha � not considered In co structlon or Interpretation rlro'ViSYOn. E. Gender. In this Lease. the masculine gender Includes the feminine and neuter and the Singular number InciudeS the pl',Ira! 1Nilenever the conieX' SO reJ !!rcS. 0 IN ,1117NESS WHEREOF, the parties have caused this Lease to be executed as of the date first above written. PCO) T O @� U ? e� �y �C/FORN`P ATTEST: A_1_Q 6wv__"� P jou f J CITY CLERK APPROVED AS TO FORM: CITY AT ORNEY LESSOR: CITY OF NE'y'VP0RT BEACH, By: Title: CITY MANAGER LESSEE: A een DuBow, Trustee 18 � ` / F E S` �l, � • mac'. c+ d O CR \ it ( \ �• �. +'�, \ ` J Zvi �i l m o \ \ \ � 4` ♦ , cn �\ \ r �€ t� � c IS Y•�" � �J ,� G � Ya �o �g. �y ,S r� \ It PO IfoA\ � p OP�p Cil .tG/• I � Fte � + tc �` �r j���lll�� �• •�1�� AFI-/ c4� �\ '\ �, � .1i�`\ �1., ✓ r35• �� O� c5r l:� 66, ,l � C � r-• \� of � rrt r• 01 k� � � � o \ m .Fri 6 / • \ CS' � ".� ,� a•r �/ ?� I p c Exhibit D Tiglq-_� 00'OZZ`SOL$ 80'£86`615$ 0�9`09I`I$ 000`£95'1£$ :s1E1o1gnS 00'OZZ`6Z$ 00'SZ9`+7$ 088`L£$ 000`L£0`Is Z S3 00"OZ6`I£$ 96'6�L`8Z$ O88`L£$ OGO'L£04I$ I S3 00'088`L£$ 00'05Z`I�$ 088`L£$ OGO`9£0`I$ ZZ 00'099`9Z$ OS'tZZ`0Z$ 09L`8£$ 000`850`1$ I 00'0I6`LI$ �8'LZL`8$ OZ£`Zbs OGG,L I`i$ CZ 00'OOS`61$ Z0'0Z0`0I$ 0179`9�S 000`£�Z`iS 61 OUM7,9i$ 8-�'80S`8$ 08O`6£S 000`L904I$ 8I 00'OSL`IZ$ sG'OSZ`9I$ 08O`6iS coo; Lgo, I$ LI 00'08t7`9I$ 8�'SOS' 8$ OSO`6£S 000`L90`I$ 9I 00'0yZ`OZ$ L�'9f8`OI$ OZS`9v`$ 000`99Z`I$ SI 00'069`61$ 99'Zi£`01$ 0�9`S"vs OGO`£�Z`IS ti GO'OS�,`6Z$ 00'SZ9`£Z$ 00v`O�$ 0CG4001`IS £I OO'06I`ZZ$ 00'OSZ`�I$ OOb`OVS OGO`OOi`I$ ZI 00'OZO`L I$ ZS'OZO`6$ 08Z`It$ OGO`ZZI`I$ II 00'GyS`££$ 96'666`�Z$ 009`6 $ OGO`ZV.£`I$ OI 00'OS£`f�v$ t70'OGS`Z�S Ot8`L�$ OGO`86Z`1S 6 00'05L`£V$ 08t7`£�$ 000`LLCIS 8 00-OL8`I£$ 96'666`VZ$ OGO` $ OGO`OIZ`IS L 00'09Z`y£$ 00'000`SZ$ 089`IS$ 000`98£`i$ 9 00'0�18`8Z$ 170'ZIO`OZ$ OZi`05$ OGO`I�Is 5 0O'09Z`IZ$ 96'85i7`OI$ OZI`6�$ 0GO`8I£`I$ 17 00'095`I£S 80'OSVzs OZ6`9V$ 000`£9Z`I$ £ 00'096`LI$ Ot7'9Z8`8$ 0t9`In 000`1£VI$ Z 00'0£0`51$' I 08"OZO`8$ QOZ`�£$ 000`L�6$ I co, 08VZZ$ t;'0'SZ9`91$ 09S`L£$ OGO`I£0`I$ 00'0LZ`ZZ$ SS*90S`ZI$ OZ£`£�$ 000`00Z`I$ 00'0t76`I£$ 80'SZI`£Z$ OZS`8n 000`0££`1$ 5�0'I 1L01� �21E�Lj 1Lad 1a,,q luad anlEA IE1uad aa.? -ON I(D7 anrl0a�g 10E�uo� laxszyY sre� ;FrsaqusnOuaun (*Ea�1s;} �uilsixg :Sllli0LLv3ICNI ?ll TVA -O IT"TVWnris IV panu7�uoj - S ,\TOISIiCl ZV S T 3 �I4 ,Iy aj"IV S LO � NT(�_S EXHIBIT B Beacon Bay Lot 54 described as follows: Lot 54 as shown on the map filed in Book 9, Pages 42 and 43 of Record of Surveys in the Office of the County Recorder, County of Orange, State of California. Exhibit C - Page 2 L 1P 1�LITD� '7''t Lc _KFC co=acCC Iz TMV� -:. C =fu c', d1 `v a1L? -erI .tom } C B tC T S s 23 8;000 $2,752.32$6,297.00 24 5501,000 $15,237 $6,125.04 $8.897.00 25 5509,000 $15,537 $3,399.12 $6,977.00 26 $511,000 515,612 $3,417.72 $6.942.00 27 $519,000 $15,912 53,436.44 57,102.00 28 5542,000 $16,775 $4,137.72 $7,785.00 29 5518,000 $15,650 $15,375.00 $15,470.00 30 5510,000 $15,462 .$3,551.16 $7,102.00 31 5517,000 515,725 58,750.00 $10.515.00 32 $520,000 $15,837 53.588.48 $7,217.00 33 $528,000 516,137 53,607.08 57,307.00 34 $589,000 $18,200 $4,454.64 $8,490.00 35 5559,000 517,000 .$3.776.28 $7,780.00 36 $548,000 $16,662 $3,795.00 57.672.00 $157./05 514,625.00 $I�,OJ�.��O ti- 38 5520.000 51,837 $3,780.36 $7.967.00 39 5525,000 516;137 59, 25.04 511.557.00 40 5588,000 $78,162 $11,133.60 $13,572.00 4i 551',000 $1,500 55,719.64 $7.300.00 4= 5548,000 $16,662 55,795.00 57.672.0:3 43 5556,000 $16,962 $7 7,250.00 $13,232.00 4' 5558,000 $77,037 S3 2.20 $7,787.00 45 5565,000 517,300 .8!,056.84 57.990.00 46 5588.003 518,162 54 454.64 58,49 2.00 47 5539,9.0 516,475 5�.�59.35 57,365.0 48 5551,000 $16,775 55,249.96 $9,305.00 49 $520.000 $15,837 $3,551.16 $7,197.00 SC 5523,000 51 5, 950 53,569.76 $7,240.00 51 552,000 51 ,837 53,780.36 57.857.00 52 $528.000 $16,137 5i 2, 750.00 $13,927.00 53 5588,000 518,162 54,479.00 $5,492.00 54 5530,000 575,987 53,544.88 $7.227.00 55 $559,000 $17,075 5i 0,625.04 512,865.00 56 5567,000 $17,375 53,603.96 $7,915.00 57 5546,000 $16,737 $3.551.16 $7,427.00 58 5528,000 516,137 56,750.00 $10.007.00 59 5525,000 $16,025 510.125.00 $12,17 5.X 60 5533;000 $16,25 53,533.SS $7,315.0J Exhibit C - Page 2 E asea - :) s!giyx-� iv OO" LZ04EOI`I$ tZ'0094yLL$ LLZ`S8S4 is 000`6V�'cgs :S1.0101 pu7t0 00'OZZ`SOLS so, £86`6ISs 0v9409t`IS 000`£95`I£3 il�loagns GO'L08`L6£S 9T'1I9`tS7$ L£9`vZLs 000`98L`£ZS 1uIIz1olgns 00'SStr`9S 80'8I1`£s 9Z6'£ IS 000`1L�s 8 S'a 00'LS0'9$ t0'9964Z$ L£L`£IS 000`I9ts L S3 00,01£`9s 96'Z86`Z$ 000`�IS 000`S9�s 9 S3 O0'SIti`TI$ 80,000`0Is SLO`tis 000`OL�$ S Sa 00'ZZ£`9$ 96'IZO`£s Z96`£Is 000`L9ts t7 S3 00'SZ£`Oi$ ffOSL`8S SZZ4v13 000`�Lll-ls £ Sa 00'ZS�`8s 9I'9£t7`�$ Z9I'S is 000`88Ss 19 panunuoa - S10 -I so;salul aua-d 19N 1ua`d anlzA l7ua�i pnl- A 10-1 aa3 10-1 ^<nR��I;� 1�E.Auo� 1a��ey� ri;?� Aa,aquTn�uaun (1?2nIST) o i;SiX1 panui,uo0 - S�I��iSg-;,q aiIia' S13Vz! IN 1�'S �O r`ci�����ir1S 6 6,'94 - pace 1 ExhibT'L D - Page 1 - ..-;11 r� pian� ReF?t rent of PV of T2, G. -Gt 'J. 4�t RT-_'t ! :�ela_nLz Utla,nis T-I'da:21L-TD' Ian6J Adv �.'an1 L � ^_ $31,9!0.00 100 G 072C $3i.940 $0 $Q ," B 5;22,270.00 ± &aO c 01 $21270 So D 5930 3 $7 0 C $22,480.00 i00c5 GFc. $22,450 $G $1,410 SI,41Q _ $15,030.00 iX 0% $15,030 $0 $2,080 52,080 2 $17,950.00 00 91-6 GC $17,950 $0 $2,260$_ � � �0 226 3 $31,560.00. i00C OC $31,560 50 $560 5560 4 $21,260.00 1000 OFc $21.260 $0 $2,610 $2.610 5 528,840.00 I00Fc Oic $28,840 $0 $1.620 $1,620 6 $34,260.00 IOtiC QFC $34,260 $0 $Q so 7 531,870.00 95% S $3G,2i6 x1,594 $Q Sr, 8 $43.480.00 SOFo 50C 525,740 $2i'7`4o SQ $0 $4^,350.Op Src o:c $2217 $-':�.-32 SO 5'J 1 $17,020.00 Oic DD -7c $0 .$171020 $3,200 $0 12 $22,190 '00 OC 00 $0 522,190 $1,130 50 13 $29,450.00 0Fc iOOFc $0 $29,450 $0 $G 14 $19,690.00 OFc CO-'l $O $19,,6gQ 15 $20,240.03 GOC 30%, SZ 048 $16,192 $2.980 $596 16 $16.480.0'1 95C SFo $1SS 656 $824 $2,640^x 2 5J.; 7 $21,750.001DDF/C SG $2,420 $2.420 _k $16,480.00 10'Oc Crit $16,480 $0 $2,640 52,640 19 $19,500.00 1003c, 1) C171 $19.�C 50 52,880 $2.800 20 $17,910.00 i00ITC C1 $1",910 $O $2,470 $2,470 2i $26,660.00 i00Fc OFC. $26.650 50 $Q 50 Z $37,880.00 10050 0c $37.x80 50 50 $0 B$ 1 $31,920.00 10D57" n;:, $3 i,°20 50 $0 50 BS 2 529,220.00 1'•0or- 03C $29,2'LO $G $Q $Q -utot2l: 5705,220.00 $500,8-'.' = 52C� , 572 $3 "i 10 524.84 6 6,'94 - pace 1 ExhibT'L D - Page 1 Z a92d - C] glq!gx3 ZaJzd G6i9;9.1EguoJea2 0$ 099$ SI£`L$ 0$ °6CCI I 0/0 GO'SIIVL$ 09 0$ 0$ SLI`ZI$ 0$ 0/0CO1 0/00 CO'SLI`ZI$ 6S G$ G$ LCO`CI$ 0$ %CCI 0/0 00'LOCO I$ SS as COLS LZ�`L$ 0$ 0/COI %0 OO'LZi'L$ LS 0$ CLp$ SI6`L$ 0$ %COI 0/C 00'916`L$ 99 as 0$ 598`ZI$ 0$ o/001 %0 00.598`ZI$ 55 G$ 005$ LZZ`L$ 0$ 0/001 0/0 00'LZZ`L$ tS G$ O£L$ Z6v`8$ 0$ 0/CCI %0 00764`8$ £5 0$ as LZ6`;,I$ 0$ 06CO1 0/-)0 CO'LZ6`£I$ ZS 0$ OI i$ L58`L$ 0$ °6COI 0/0 00'LS8`L$ 19 0$ O£9$ O�Z`L$ 0$ 0/00i 0/0 00'ObZ`L$ GS G$ GZ9$ L6I`L$ 0$ 0/001 %0 00'L61`L$ 67 as 009$ SO£`6$ 0$ 0/COI 0/0 CO'SO£`6$ 8� 0$ 019$ S9£`L$ 0$ 0/00i %0 00'99£`L$ Lt7 0$ OZL$ Z6Y`S$ 0$ 0/001 0/0 0076t7`S$ 9t7 66$ 099$ Z6L`9$ 861`IS 9698 %91 00.066`L$ St7 0$ 0£9$ LW L$ G$ 0/001 0/0 00' LW L$ 0$ 0$ Z£Z`£I$ 0$ 0/COI 0!00 0$ 065$ ZL9`L$ as %C01 %0 00'ZL9`L$ Z�7 G$ 0195 00£`L$ 0$ °6001 060 00.00£`L$ It 0$ 0$ 0$ ZLS,m 0/0 0/COI 007LS`£I$ at 0$ 0$ 0$ LSS`11 s %0 0/001 00'L99`11$ 6£ 0$ 0$ 08$ LSS`L$ 0/0I 0/666 OUL96`L$ 8£ 0$ 0$ SSZ`�I$ 09 Ls 0696 069 00'500`51$ L£ 0$ 069$ ZL9`L$ 0$ 0/CCI %0 00'ZL9`L$ 9£ 0$ OSS$ 09L`L$ 0$ 0A001 0/0 00'OSL`L$ S£ G£L$ O£L$ 0$ 0648$ 060 0/CCI 00'06�`S$ 059$ 059$ 0$ LO£`L$ 0/0 %COI 00'LG£`L$ £Z OZ9$ OZ9$ 0$ LIZ`L$ 0� 11/0001 00'LIZ`L$ Z£ 861$ 099$ 19£`LS i91`Z$ 0/GL 0/0£ 00'SIS`OI$ I£ 0$ 089$ ZOI `L$ 0$ 0/00 01 0/00 00'ZG I `L$ 0£ 0$ 0$ OL�`SI$ 0$ 0/COI 0/00 00'CLa`Si$ 6Z OCL$ 0VL$ as S8L`L$ 0/0 °ACCT 00'SSL`L$ 8Z 099$ 099$ 0$ ZCI`L$ 0/00 0/001 00•ZOI`L$ LZ £CL$ OIL$ 69$ �LS`9$ 0/1 0/66 00•Z176`9$ 9Z I£$ 0£9$ 8Z9`9$ 6ol£$ 0/56 0/S OO'LL6`9$ SZ G$ 06£$ L68"S$ 0$ %COI 060 00•L68`8$ t7Z 0$ OSS$ L6Z`9$ 0$ °/001 0/0 OO'L6Z`9$ £Z s slo-I JOT -la] afElL-EApY aDzjUCAP Y spuzidn S UElapil TLzldn SPuEIapil JUG -d ;ate 'oN 10'I T xz i 30 Ad io �u2� 7ua`d o/ 9/ an o2I SPLmj--p{T `iTOUS'y IEIIULT'`q aiEL1oi;Sodo-: = ELoPiodoid (:Ean js1) ,sPLeIdq PuE SPllEIap= I ua^� .�aq aoE]U?AVY . G 1 PLM SSuad TO .01 ilq?-QJIQ -V .�_ N:). an,G t2r. 61 58,482.00 p �S 510,325,00 1Cr0% iO3°G S6,322-00 t DD -yo �S 5 SiI,4i5.00 8510 -S 6 56,310.00 OFC "S 7 S6,057.00 0°10 =S 8 56.455.00 Gc tJ°%c S9,;Cj S1,712 SO SO 10 Gio $0 $6,310 $500 SC 10po SO 56,057 $650 S'3 -V _SCIV2 'tet r c%S Cv SI��' tar adva_ —.a. . iscount mtc `or D7ZS'71,t Value oI annual is. :37e i 0=i at of adva Lta' [r'�'21`3�� eJ c e I vilt 1 r ; 93 g^p. '� `` J; b ; t ScI. Lou 3, i, and 21 h?ve been aOJUstc7 for new o0� Sact rent aa! estate �- Be'2con Dv 616;94 5 EX-hibit D - Pace 3 an,G t2r. a:-, dSar eiC1rC UD12QSLn .Qi a rarer _ -.0", `. ac iO3°G $0 $8.432 $720 S0 C)% S 10.325SC $320 5320 0-70 56,3322 $0 $500 S500 tJ°%c S9,;Cj S1,712 SO SO 10 Gio $0 $6,310 $500 SC 10po SO 56,057 $650 S'3 009r $0 $6,455 $4I0 so S 1 D9,592 S288,215 S19,930 S5 251 S5C0,848 S204,372 S3 , 7 i 0 4r) X92.587 i i)0°ic _SCIV2 'tet r c%S Cv SI��' tar adva_ —.a. . iscount mtc `or D7ZS'71,t Value oI annual is. :37e i 0=i at of adva Lta' [r'�'21`3�� eJ c e I vilt 1 r ; 93 g^p. '� `` J; b ; t ScI. Lou 3, i, and 21 h?ve been aOJUstc7 for new o0� Sact rent aa! estate �- Be'2con Dv 616;94 5 EX-hibit D - Pace 3 2322?§ 223 22 2§222 233 711 2zb15 0£ 22Rtastz 22%£27 2 2332§2222§S 2 - 2=c5itectz=El C� mitt«« 2 2 - 2=t£cles aa3 E_ =w. 2 2 - Assessments . 2 2ssociati02 3 5 - 2ssociatiGS Zoles 3 5 - 503=§ J 7 - City 3 - Common 5 - 2CF -L, 77, Area 4 1G- Cover 2£2=_52«_2 . 4 22- Declar t 4 22- 3x5£5£% 4 ��- Mem be 4 \4- LeSsee 4 - Residence 4 1D Set3ack 22 231323322 » - Eem, bersNig 5 2 - Trans£«= « 3 - 2 otirig Di=§t3 3 Classes o\ 72%£22 xe23e=sKi/ 5 5 - 2gg:o2al c\ Ze23\zs 5 2_2 CC% E232 £C3 x §2sE2G2y 23- --.METS E Creac,n c£ t' 2_�. an2 2ez2C,T' CDiigatiC2 0£ Assessme2ts 2u£Scse o£ 25sess2ents . \ 3 - &egEla= \ases525223 S Zssessseet 3 - Special 23£e33mA2fz E - Ko 0££sets t Zese=las ? 27 »=S 22&3§2 022£3323«2923 7 De2iS72Encv 7 2 - Notice of: \ien E Zo£eclosure Sale E E X hibit £I Sluag/Sa2? -z2 £I Ses23/gni -22 £I ®I23z:7;0 ;c &J:IQgG:I2oR -22 9I 23§#§23§I? W GL\TV 3I2333 II 9I uol;g=2<=GE J2 i=@J72 -�2 91 Sa=lacK - S )I Saa3 ,SZeuJo&&< - 9 gI I2=QI£ SegEISu3 J@Ic32:3 GI ST 523222E \ §I . 2=33 lgu22 a§J §&!* uo3 o Snu2uaz0 - § SI TIT q@ - > §I " Sa:ga2a3 GAT 2 ntil o2 - 2 SI =azleX oK - Z yI )2323\:ciQg - . 1I 2§OISIaO3 £ 2t 2:,Z.'! S = 22 aS2 7c [I as2 7o Q0I425a2aG - 3 EI =u@2\o[u2 ;o ;§!!2 ,s=GquiG - T £I 3L\":4: TA;� 02K2 20 Sz2S/3 XI EI E@GS @223333 gIu=o}TI22 - S £2 . £I @ou2s:oR - 2 £I SUB 7S - Z Z ze2 I2l2=@UELl-'o2 - I ZI . S§OI32I32373 2S2 ZI 22!3:2%&R =3lgr£ Go @su22a&ulgW - £ EI Gassaj Zg QSQ2QaQu:2W gue JI2 333 - 2 33 2o!)2l�)oSS2 Zq Gougea&u}gX @22 =}23g3 - 2 1I 23§#§23§I? W GL\TV 3I2333 II Sa322 uoI&QI�SSJ - # II . Qcuo!&QISOSS# a§& 7o S=%xo\ IT Qo!&2}=osse a&& Jo sal2o\ I23a=a£ - 3 03 SJaxo£ pup S@la22 I==eQaS - 2 GI §OI3sI30SSe 223 JO S22x0 £CNV Sal 3EG CI Su2££ J\ I@5o=33# 109 Z4TTTg2II2o§ - y OI Su23£ 7c 37T==CJoo2 @u) }@3\=332 - £ § Suols:moo=E 22=3233 - 3 S @a)&3uQo@ IQJE9Sa!!RS=J Jo 9uQ2&=lo3£9 - I § SO33§OS 2�z23323222Y § &}22;02 70 SU1=23 - g g sua12 @5g5;=oW §&Ix 31gsuo14e2a3 - ( IIA I& & Successors V Je'-._..._ Z l.. . f Lne C1 v C= t\e4t�Crt 711'?7-1c1C�-� i COrD0r,.. o :a_d c0'`DGr�t_0 a n 6 ass C+isr S`:a i! cre Lte= 'b r - _erred tO V C 'D f, i ZEX1 l L _0 t:7 _J DeLC _ a 1 C :Qer 1' LC _S �C�.___t_On. . iS _ C C-, _. _eClara%t ~cS cei:�` _t QeS_rai_ t0 eS-abiis.. c0 _..�nc0nd_tio-is and _�st__cti0ns pon time`Cover--d �= e_ t anC, e c a^,C e tiCrt10n t !erc-c)r N, i c',1 W- l l.'Cn,J t _ t to g I as __ s ceme _ Cr the 11� 1C �!C✓ =:�I e .. o_ :` �' _ r '..i ✓ e r Lr r G e1 :..+ Ci r t .r.' C i1 J G Q C C i.; N' C1 mC _Y� �..: Q G p OV:,1 JI - c. t -!!r C'f 2t'�:`1?`1L11'1.J Gll��.t ✓=Vtel.- 1C J at rac--7;=reSS 0 the Covered P:Ond ren, _ 1 C t 'e' Cua1_ty = 1 i.^? 1thitl c 1S Cec__aC', =or i.:ie eL�ICICilt iilanaQ-'!!�e?it .�.� on c_ the val'�_ ce-S f at'i__ty a.ic at t_a'c-iveneSS C= the Covered Prcoertv t0 6e1=C- .<nG a S s cme,-: tP.e -�DowerS OL mtan?Qin(7 Lite CCv e _ e_ d -_0�-- _ T-,,aj ta17- nq _.^:d dd". 7,iSterl^? tne l0ii!ii:C T:_ta a`d _�..,_.._st__nQ and en`orc then, OCDenar:S C0nI ;_ - _:,r: _St_'_C--i0�.. dile CO 1 ectinQ an, 6 disb L J i ng _ CJ -.. _ ?a -L to _ 'e aSJeSSrle and charges r!Crelilei ger Creat= ..-1d re - erred -L c, an'd to perform, such of ier acts as c .:'-1 __...__..''_ V ne?'_t the Covered PYC7ert'>T tC theE-acon -SSOC?t_O� r a California nOnDrO-_t CGr _ t_O,n. .Larii.t 4J1!1 hErec,ttGr CCdtitle to and cS� I CO'J_f-2PrO,Doty suID e c t t0 certain -DrCtective COVe'.='.t,' r CC 011:101-1S G ld r^Str1Ci 10 M5 he'e% t?r Se` to''_"th �= /2C Rev . 9/24/79 6L/�Z/6 'nah Z T6_/OZ/6 eg -U0Tge3eT3aQ ST 307 PapTno3d Se -sa3a u -j snTd `aTge�ed sa53ego 3aq-t pue saga , s.{,ate g?TM 3aq�a5o� ' �uaulssassd TeTOadS es2 pa,a�5-sap a53eg0 3ag20 due 30 'saTng UOT;eTooSSV 30 Sr�eT.�E s TOT f age luoTYe3eTOaQ STgq ;o SuoTSTno3d ag; o�uT aOuapTsa�3 STU pine aassaZ aq; buTbuT3q UT sq soO 307 ucTTeToOSsV eq� asanqulTa3 0� ' aassa? a ;a, o2 aTge�ngT3?fie �T?ca3TP '3ouapTsa� sTq put aassal 3eTnoT.� ed 2 �suTeLe ab3egO e U2aaI TTegs „:Iuau'SSZSSV •s�)Suadx? ucululOO -:roJ uoT;eToossV eq- ;o iaqu:aw goea �C PTea aq o; ST gOTgM qunOuTe aqY US@UI TTegs „luau ssassr 3eTn6a „ :Pau T7,ap 3a11aeuTa3aq s2uaussassd aq, oq uan75 aq TTegs sbuTueaul SuTr+oTTo7 ags , : s�uaussass �„ • Z uo T?Oas DopUvL_T2 Tnp aq auITY Oq GWT4 uI03a zi2w Gui'2s aqa Se UOT;eTOoss j aq� go SMeT,La PUL UOT;230d300UI ,0 SaTOT�3� ag 0= 3aze3 pue LT2aLI TT2gS „SM2T�gu put „SATO = tF� u ' Z UOT �Oos '��TC3�uoO Te3n�Oa�Tgo37i paTTT�ua 70a3aq aTOT3 aq-4 UT 307 paPTno3d 30 aa4;TU='-ioo ag1 0� 3aaa3 PU'2 Ul--aw TTegS i,a; 1iIgTUIILOD TZ3I1�Oo�Tg03Q'u 'T UOT�OaS :SMOTTOZ S? pauTaap a32 UOTIe121Oac sTq; UT pasn SL1Za, bUTM0TTC3 agq `aSTM3agT0 Saa. ?OTpUT �T3eaT0 �Xa�U00 ogZ SSa I L'(1 SL`IOT,j iii -;?Q I a1DiIHv •S;uaulaua2 30 ;uaulaua; ;ueulwop aq; se S;SaaaTuT pTeS 7o 'Liana pue goea 70 3OAe; UT apn�Tn3as L S2 7oa3agn ;32d t�3ana pue Sgsa3a;uT pies uodn pasodwT ale pue 7oa3ag4 3auMo goea go �T;auaq age o� a3nuT TTegs pue 17oa3agI g3e6 FU -2 30 S'Sa3a'U pTeS UT aTTT� 3O �gbT3 �u2 SUT3TnDOe 3o buTn2g sa.T;3ed TTe uodn buTpuzq aq TTegs Pue s;sa3a;uT pTeS q;TM un3 TTegS Squauasea pue suoT4013_sa3 'suoT�TpuoO 's�u�uanoO asags, •subTSse pine s3ossaOOns 31aq; `sgSa3a;uT PTOs 7o s3auMo aq-'T pue 'r�q3ado3d pa3anoO aq; UT S-S@pTes 70 ;Tgauaq aq; 3o7 aq o; pa3eTOaP �ga3ag Uoo a32 gOTgM S4uau?aSea pue suoT;0T3gSa3 'suoT�.t, `s ;ueuanoc SLITMOTTOa aq; o; goaCgns parCanr oO pUe pTaq aq TTegs �-13adoad aq; uT 3eadde OUIT4 O; ayTY a:037 �ZLU aai�2S aqq se ;Sa3a;uT S4T 7o TTe q2q; Sca1tTOap pue saa362 's-u�2uar,00 Fgalau,�u2leT000 '32i02-:I'd2PJ, �,O�I SC _ - _ .. it I .:SS.�'�-.___�.�....,mac: rsoc- `G r..= Ar- _ple ;,er -ec .rsoc_at_cr e JCarQi Site I I i;cc ? �OarQ C_ 7 _ tor� O. ct cn / "C -LL°- Si:a1! Tie a% anQ re=er tC the City O_ ' Grt •eachr C a I i.or;'.ia, a riu,niCipa! COrnOration o= tide State OL Ca='_LGr la �eCt_On' v. CoY7:7,n, xr)e^ses ,Sha 111 -iean and refer tC the act..:cl a -c, est».a _eG Costs C)--: t �a_7!te ante, ian eme^t. C,_'•eratlon, r -TDc_r Q t C. LheLO1Ll!Lt0^ ea ai Other areas On she _rG e_t_ �'hiCh cre ua'P.Lci^eG� D1 the 'aSSOC' _i Gr . !�_iit l ice u_y �i!� ASSOCla- On Cf areaS With_. 1C rIIZ-n -0 7 -µ'a,17 C) c s:reeS 1 the v1C1' 1- L`` G`,.;er-G prvC`_-_V _S PrCV;de� 'i t_l_S Dec arcL- I. Gr ,z) SLci?t t0 ac_ee:i�e`l_ wi tri t''e C_tV; rc costs CL m..ana�e i e t an eT1=n-i st.raton OL ti';e S SOC =t; Orr _-C_'•iQi. C.1t 'pt li tlteQ tOr CCae r, 5ati0l -.SSOCi t:C, tC' iia -a _ accoli t-...tS f _t orne s -Q _!i_ SOV= -S f o) t COS" O. ut__.lt_e Sr CarCen1 na ar1Q Otiln Ser'•%.ices % .Ch C e -11 era 11LL' ber, fit ar1Q enhance the value ai1(3- 'D 7, 0= the CGi_!t!uni V Facilities, i the Costs Of fire, casualty, liability, WcrkIIler I S C✓:::p�.._atlon an6 Ogler 1nsur? ice Covering the Com: -,= Area; t e COSI C= an-,,, i Ott er lIlSllrailCe Qbta1 le by the CC__7-loi1; reaso-!ab!res r v e S as deeme(� appropriate by =iie the costs or Bondi g o she members c` the Boar,, ai_ r3 -T ssi0i)ai managing agent or any Other Uersom _)aC 'i i- the ,funds C= the ''.SSOCiation; BeaCCr ,3a cc /L 0,/ . .: Rev. 7/24/79, V L/ VG/ 6 ��� v 'CDC ----SII ;TUn 5U7TTar�p TL'T�UapTSa:r al��, 3(`(LTOUl L'a�� Uc�u]ulOJ �l(t? ac)nIPU ( SOU p@p!Aold=LnTCl30',C-'Unco ��Gut?zp ' �apl :sad n�uno� ac{q ?o aG IJ70 atj� uT 0j Uo �{<,nzn� ;o =p.coa '�`� pU2 Z9 sa5ed '6 �O'OC UT popZoaaz LiOTSiT. :,a� uo0t?ag Jo deyl �anznS ;o pzooa� au; Uo u:tot�s e oYt,,, aOUapTsa� e -c saassaZ aqanTanT�oalToo -70 aUOT2 az2 otjt� saTTT�ua 1c s cs?ad azoui ?o auo oq zap az pue u2@W TT2gs „aassaZ„ LG �OaS •dTLis zagtuaj•I,; paT;TTua uoT�e�2ZoaQ STUq 10 aTGt�z� ti ,-,• a aDq cn nu2nsznd dTgsaogLO'1! acJ SaTITT2nb oqm -0 C OS�ad !r1?a 1a O� sad az pL,2 L-aIL Z �L Cj� . G- ',LTG l UGi OG S •uGT�e�:e ��2` S?�1� UT �ezodzoouT aOUaza�az sztj nq sT s�T-q 4�3 tions To uoea _ p puL onazatiatj0e�;e pue uTaaatj pa�2u5Tsap os_s�Uau n o q 1 • n - ,TgLI 'x`; 'ZT Uoz�oag ;DSO ; ca J.a?a�l pue C.Lat� "I:UJ tl T `'l li jOL'ag , a0c."%GN 7O , S a4, O� za3az pue ueaut TTegS t;Ueze LoaQt� -.•---- t I li ;Tq �tix3 uo paq?z0sap ��a ad(D�Cd T eaa a'. L L12 d F�'uoz�Oa o? za�az pu-2 u-�2aui TTpgs ���:adoz d�anopl6 'OT S • tll:l,- �TgTt{x� uo umcgs s2 anTsnTCUT c g5r.o?u� s,cj o, pGgTwTT ;cu qnq SUTpnTOL'T 'seaze pa,�Ge eT s uoutuoo pug 'szaTd 'scoop noo STuuaa 'r 2M T T S 'sagoeaq f s�aaz;S TTe uaau� TTegs ;paz� uotuuop„ '6 t_ot oa 'L�OT�2TOOSS�' aUT ?o Szah+od z0 Sqz-np .due 3o abze:�os?p acj� LT z0 L'OTq2TOOSStt' auq r SaSOdzP.d ag-t 70 aouezag�znz LtT ' SG To -Czt� auk ' uo� ;832 T0- ac 'Sa ih LIOT {PTOOSS�' z0 S.�2TXg T sTtj� I . paT2ubTsap suuagi .lo �aTi zag?o due 7o s�soO at{ ; zo 2 f2a-7V :Ouzuop ataq C�YTM uoz ;oauuo0 uT zanaos�euM uos2az �u -O; =Ta2Z00SS.d aril �q pazznouT sasuadxa saggo U(T) pua 'pzaog atiT �q PagsTTgz�sa aa��iuu<oo zac�o z0 as;gTuiuTo:) Z2zn;3a-,zucz`d auk nq pazznout s�soO (�{) �oazat�q suo a0 -eazv uouuo� atj; �suT262 paTnaT a0uezgtunoua :10 uatT due ?o a5zeti0sT p .70g U0142 TOOSsv aqq s;un0u1 ? :U0T'--)T2 Scj atjq Aq pled SaX21 (Zi -_u - __.. _C.. _✓� JeC t1On - [s`-�.erShi t:r.ere sh4;? _` � . y L ee sha11 ue a -er,b r �i:yly C)n— t*`:c esti to rl'' , SOV _=fiUC_.� .. .�-= oe ce ano p. is i o.,s set =or th i this e are binding- upon all r -Se. D c1arG�lOn, yes es are r.oL exclusive r S..ay1 r 1.. add i t_O 1 r be SLJ��C� tp + he r r as �eSSe�S j re ms and p ; O tihe rtiCles ��riaWS a1-1 sSOCiat?Cn rOV lOiiS extent the provisions thereof r + CC1e 15 i7- are 0L In COnil Ct WitLl th' ;ClaraLi3n !`:el,i e--Sh Gi LeSS -i aP pur tenan t t0 arld rnajno. beSeparated eeS ^jhn_1 b Lrcm o` s ch Le s� i n Lhe inter est any �;esidenGe. 0t,nersh,_p a e cL2s_de Si�=UI! � h i r; '' c � _ u� L-• SO e Uc_�_ i Cali on. Lor e? hers ^L e e 'er ;�^ J r -"_�' i I1i-�r �rC'J_Ci? - r - Ti e S �L ng ri Gam.^,LS .ua;vT De l a - S:Jen'a`Qr �. J~r GV ` rC�l_ Leo or as C .j n th 1seeCOn Assoc- atlo RCI es Li r t} e �1.1_cwS Or the Ass -`'ransfer. file ^em DerS}lip 1,`l Snal1 MO -Z be tranSf er -ed ee D d �'1' a- LeSSI er.c pL L _ `edged Or al_enated in a_ y �.4a1 r 4', s e D rs 4- s��4-1 au tom tics_iv be transferred Lo the transferee she iii^r::2rShi �). ,- r dtte 1 o iii _est �E' i red' `O_ _ ;:p�. ro !.ake a prohiDiLe� Lily'_ L; nd ��4' not Ue re L. �r Cli�S_ e 1 S L r ec ped upon Lhe DOG' S %- r Gr Le AS�OCiStiCn ^;e ASsGCi �: Shal I. 1 cave tPa2CCnCS C L i G LC cC0_ Q he r = S e she boG - L C r t':DCn 'rC5 OL t}� A t. -:Gu acv - e e ssoGi ; ..ion Cur aCLiC% or C .�-e Lessee. - - "' t he L-_-.sLerring J Voting Rights All VGti stab _L to t ng ri'ghr sha, 1 De he restric-iG iS nd liniI atior,s ,t` - provided L _L_c1es, �y_a.vs `nd .SsoGiaticn eS. !Zeiiu^rShipe The Associa* -On CSS OL w'GL1i!Q `TIIemba S: S-2_` _c ,- � ;DP oval of Members Unless ---,- -- - - else��;here ca �. Y Sl.On viCed ii. tc C�C_arat_nn - - �r _i., Decla. eDriatYs 6L/bZ/6'nab 9 6L/07./6 • a�T; o� atlT� uioz3 pzDoQ aq� z�q pa T aq eToaa •s�uaulssass� TeToactS - c uOT-;�aS haul s�liaulssass� T S unOU1e Tenba ue _� oax- ag •aouagTsaN goea zo7 uau!SSasSV uizo7 TUO - L: TTegs s�uaulssass� z,.Tnba� '� . •pzeog aqY �q Pa is Tge�sa sp s �'u uT uoT;eTooSSV .aq; nea TTeus gue �u� s TTegs zaq_a; qo2� zeTnbah aqT 7o aoTgou ua��TzM quas aq •gsTTgeqsa: �eul pzeog aq; se Sa�ep ons uo aTge lq pue ze-nba� aq •zaqul;gN goea :pTed anp aq TTegs gau�sass'd L aq o; TUauissassv zeTr.6a� aq� 7o qunoue aq� auTuza�a- 1. • pzeog aqY zeal goe3 's ;uau�ssass� zeTr, air - � ,�oT,oas • sasuadx2 uouiutoS nez; ap e s uo. TOcss� aq� nq pa:.naT o; �TanTsnToXa pasn aq TT 1 T i Te - Z uoT�,oas S uauiSSaSs"rj aq� •sTuauissass� 7C) asoczn� ' StloZT bUT �STXa Iag10 Z�Ue 70 n� t z0? aC' aq ; Sa ?2 SOLI T'" S UaTT Yt1aUISSaSStZ aq; 1buTObaz07 aq- buT�uL'�SC(� L�q • anp sauiooaq �uaurssass� a� - ag aOL'aDTSo goes 7o aaSSa; aqY 70 UO T.TebTTgO TeUOSaaA aqq ag OSTe T LegS pUe a�eui SZ 1,'.13UISSoSS� gonS goea UOTgP�SUTebe S ' apTn0aC GouapISa aq-4 uoan uaTT 6uTnuT�uoo e aq TTeg P aa�7euTazaq S2 l70azaq� LiOTgcaTTcO ?O S Goo 1G(glo pue e 'sab- 'uoazagn a�eT 's?soo nznoo puz saa? ,snauzo�� q •uoT,ezeTOaC �saza uT q�TM zci;=bob `S�uaussass a Z SzuY u -c d Tcozd s2 awl -4 oq aulT, uioa7 pa-oaTToO P�P. pue ' aq °-� S;uauissaSSV qons 'saua�SSa5S� „ on lea o� aazU2 T2T�aCIs pue zeTnDa�, eTOOSSij a4 -s _._---- aap ST aassa7 goeg 's�uau:;sass� 70 Due pau. �ueuanoo o:� " - UcT,e T Tq0 Teuoszad p.e U@17 aq4 3o uoTYea=:) T uoT�oas s�hss�ss ss� �SNdN3L�iI� 'Eo- sN'VLgHAO3 1I1'13:u�1"i •SM21T g aq; UT papTnoza se szaquiaDW 7o abe�uaozad paT7Toaas aq; q paubTs S�uasuoo ua'?zzri (q) •szaqula� aq� 7o s6uT�aaui TeToaas moire SUTT t�YTM eap SM2L aq� 7o suoTsTnozd aq� zo o? T �uensznd paoTgou Pu pal-[1201%np bUTgaaUi e -412aba�uaozaa gaT7Toads aq� 70 �Xozd � q zO uoSzad uT agon aqs, (e) buTMc _T o7 aq � �q paT,ST-es pauiaao aq TTegS UOT4eT3OSSV aq� 3o zac^,od buT;on aqq 70 �4uass2 aeon sazznbaz goTgM _S _CSC _ . L. �S 1, _'.SSe'SSi:,c..�S V'- _ �a s 0 n a e -Ou..t_ `� deter,:,_necby tie Boars cO�_ected a _eS,. —ve ror t..e=1lt1ir_0�i C 1;!a _nte _ ,C� _ e,-aC %cnt OS a ll Or _ Dor t_O n Cr t..c CG1%T,On Other L:rC,oSc as determin', �`the-ii 0!_ tS CO 1lE'C�?� as reserves, WClether pL1- cnt t0 ti1iS Secti0l OtnerW_5e Sra1'_ be deposited by the SO (5 n a Separ tc bal:h aCCOu^t tp be held 1n trust f'Or the purposes iOr Wi1iCh t: ey are CG1lected and are to be segregated _ro1.r a7 not cc Ta 1n `4 th any Other fl:nds 0. the ASSOC1ati0n. Zl-,Ch reserves Sha_1 be deemed' a Contribution t0 the capita_ account Or the 7_,�ssociat rOn by the Member. �.RTiCL= v NONPAYMENT OF ASSESSMENTS SECt101 l - L7e11nQu2nCy nY assessment 0rGV1 ded .Or _n 7-hiS De CIaratlOr, W h i Ch i S net paid it! hen C:ue sna11 Oe 141 On said date (the " eI1nG u, enc'vdate" 1S al_ i Such ASsess:%:n.t is POt paid ten (10) �aYS =ser de__Ver'J C= n c Or such delinQuencv rr0': the ,_-S.00i ati On, a ! are charge a a s t rllshei! Di the E0 shall be levied and the R -s sessment sna11 --ear interest =rG% .1 e e dell lQl enCV date at Ghe rate O' tem p2rC annum.^ne !1-soC_at o ., .. n aj aits opt_Onf a71G W'1Lit0`L t -,'=_'J ,rg the right tO iud1c1 llv -Foreclose its 11en against t..c �csl i=P.Ce Jl rSu_ ani% available remediesr 1? c1'�Ci_r.g, _t'lCllt a-L:_Oh• br_nG_ng an actio': at !a aga1. St ? e,-,,er iue _ Sona! ly Ob1laated to pav tL _ same r and/Or upon Co7,oz; a n c e riiith the notice provisions set forth in the Se -_0n entitled "Notice or lien" or this- T_rtic!E t0 rOr= ,1oS2 h -e _-eel against the Residence. ! = aCt1Cn _s r o-... CeG -here Shall e ad fed -F0 the am, c) OL SuCe' .._7-e`._ t e late charG�`e _nterestr L.'e COSts Or suc?; a C 1. _.1 )n f ..._ U ._ _ mo r lie f S' fees _n L: r r `u' 1n Col:7, e L _ 0 NW! L. lam: l C.. aC 101, . na In the event a u(3g1T,e" t _s out�lned, J'4 -n = -- -i:r sha11 inc11 u d e S3_d late cnarge f interest and rt'r abe _tt0r nev r s :ee f t0aet Gmr with the COS _S 01 acZ _O; Each Me1::berVests In '.i e ASsociat G'1r Or its f_hC rig .t and POW=_ t0 bring all act ions a t law DeaC =.. 9/v%79 7 Rev. 9/24/79 6L/VZ/6 'nasi 8 6L/OZ/6 LO020g TT2gs uoIgea210aQ S UuT g-ao7 has 61-,-rgT u =g _�2aao UGIT due 3o aansojoaaoj auk tj) :ab25�aojll a =o uoTZ ag-4 oq yooCgns aq jjegs zoaaau uoTSTnozd �.ui7 'P e 0 uaTT Aae�ouoiu 2 ou ;0GCgnsJaouapTSGH �U2 z? (q) •anpSaLGOJQ '_SSaSSrZ sons �zue a�2p aq o; ao Tad papaooaa sem gOTgM ebb z0J,j due 3o uaTZ aq; o; ageUTp:jognS aq jT2us sT.Ja' ssass,� go juaur3ed aq� �Q� ��SgUaUjSSaSS,f gO �U3LF2GU0;`t„ ? =TUa ;oa.�[aq ajoT-4aV auq uT ao? papTnoad uaTZ ous (e) >suaT2 abeu�ao;� ggTm dTusuoT�ejah - y UoT�oas -@R-,S auu tT@AUOO pue aou 'aseaT 'pjoq put aaTnbOe 0-4 pue 'ales age ;e ascend Cons aoj pGmoaaoq spuna ao 'spun; uoTgeTSoss-, buTEn 'aouapTsa, aqq uo pTq oqaamod auT anew Maus s uabe pazTaouTne �jnp S -4T gbnoauq 'uoT,�TGoss aq-,'uoTz,2T-',oss� auq go aaMod SUIlOA age Jo I4TaOCeu e70 aTon anT suzTJ7e auq ucdn •mej �q papTno?d ao pa��Tuaad aauu2 aauo !�U2 UT a0 ' �SRaY JO Spaap pU'2 SGS 6-21Gl? UT G12S o SaaM 3o asToaaxa aqT o; a jg2oT jOde ' papuaute aq GLUT; 04 mull uoa; feu saYn;e4s pias se eTLTlOg7Te� go a�e�s age ;o apc TTnTD. au'4 zo gDZ6Z pue 6�Z6Z ';f Z6Z 'O�Z6Z 'g6Z6Z ' iZ6Z SUOT-loaS ?o suoTsTnoad Gu; u4Tm Gouepao302 CIT pa23npUoo aq oY ST anoge a07 papinoad ales uons 1U, pcIaad yep (OC) n;aTg-1 pTeS UTggT^1 uaTZ jo Mle 7(:)aOTyou UT paTzToads sTuau�ed auk a�{eu o- aassa7 age go aanjTe7 :1 -,7 ales Gu -4 a�eiu oa paeog au, nq pGzTaog1n2 uosaGd 1Gu2o .�Ue 30 'UOTa2T3OSSV Gq2 Aq ales Tq paoao?ua aq �2UI UGIT 4uaussass pees •ales aansojoGao� - 8 uoTToas •quelzlejo aqq ;o ssa3pp2 pue aueu aq-; pue 'uaTZ pTeS Zq Paznoas ggGp aq4 q -TM U07-oauuoo uT uoTgoajjoo go sasuadxa pue Saag ,sXauao:4--re aTgeucseaz snTd Ipzeog•agr Fq pagsTTg2gsG s2 asaego G42 -C 2 'uinuue sad (SOT) ;Uaoaad uaT 3o a�2z aq� qz �uaussass� pTedun au,; UO ;SG3G;UT GpnjouT jjegs uoTgA pauTeJO n�unoue au7 '30aaagn aassaq pa;ndaa ao Gass@,: plooaz auq 'aouapTSGE goes nue ;o uoT�dTacsap Te6aj�uaToTz?ns put pooh e a;Toaz gsnu uaTZ �o �uIejc go acT;ou pTeS :�Yuno� ago ?o aapaoca� ;uno� au; go acTJJO au; LIT UOT'eTcosSV aq� �q papaocaa sl poaaau) �Cdoo e pue 'aouapjsa� pTes zo aassaj au; oq 'pTedaad abegsod ao paT�T�aao 'TT211! sa2�s pa�Tun auq UT pagTsodap sT UGIT so U11210 Zo aoT;ou 2 a;ep aur zase sXep (OS) �;aTq; -LT-,Un papTnoad uTaaaq ales 70 .iaMod aqq aapun paaooad oq ao uaTZguauSSGSSV pies asoTcaaoi 04 gg6nolq aq TTegs uclgoe ON •UGT7 Jo GOTgoN Z UOT;oas •squaussasSV ;UanbuTjap gons 3o uoTg0ajjoc aC- 303 saaquiGN 3@q -"o 10 aaqulGx gens 4SUTe5e aansojcaao; uaTZ zo Sect On J - C'Lu -:Q C. rc'au lipCn —e ti!te! v payment Cr (Dthcr S.S CLiCn G . (a) ae r-,uen!- AssasSmentS S'c --_ed in the not_Ce CL �c1. _Tnt (D lien, (b) all Other -.Ssessments w=nich ".!a.ve u`cG:P.e hue aii. _r.�ayable with SeSp2C� to he R sidence as to which such not ce o� claim of 1_en tea✓ _cGOr_er =nG (C '_ntere�-, _rte char GnS, _ttorneV�' c t ~e= c o s t S C_ CC..1eCOn vu=.Sli`n. -G S e �r_O a%d C, e rLOr_Ce CC C1a_P Ci lien whiCit ra`;o CC-ueC ^__? ce_✓ _ham zSsGC_ tiG or ani other DerSvnS she BCarf .�r_ _'�_eC auLhc_iZed tG �.1e Cr reCC_ C as aSe 7, ,. v be , an a=rOOr _ate release of such nG�_,=r uOCn D_vmcn� O _he e_aul�in� LeSSGG OL a �2�F tC be uc r%_nCd .Ov t1 _ '_SSOCiaLiOIi, }JUt not LG enc2?C "i_:y DO_-- -- S . �0) rCr CCv?r Lhe coS LS 0= D_ `Dari C?tc.31 --1- C- r, =f.i^.'Q Sucn release. 7-1 7. - r•, - - _ 7, 7, 71!7F.A. CO!ZTrGJ� =C`_Cn - T`.�✓Orn !T.en.t O' rChitecLura1 COmm_Ltee The 7 ;z1 Cc�,LTi�=ee steal- Co S.L. Oi IiOt i?SS] Lhn1 e :,or ,t,Cr"e C 1 _i ve (5) �OerSOnS GS __?:ed O'1 y r do e = = me ✓ eso� ut' on O_ Lhe Soar T -•__-L �v- the r ight Lo epao_n� the .!-,,embers c. f, --ura -1 CO �imiLt DerSCP.s ap-p0inte(3 by the Ctu_a_ CG%m_tte�=r howtever, mllSt :)e 'ie r - r D"Cvions 7- T, r Cn i eCLu=a1 CCiim, ttee may estaOliS[1 _?c= n=�_�=OCeG'u_a_ r'u_�s an assess a ree _n Connection with __ _� O� p,aMS and spcci_icat_ons _ncluc] Without t'umr OF sets O` plans t0 be submitted; Beacom ? g/20/7. 9 Rev, 9/24/79 scrs 't-rno cota_n an. c_ .G_ _ a cr v✓__ __G _O: Sc'_G Cna-r `e -S as 7, CS aP.y G- Lhe Ve 1C✓ Cr �_G��_-, Ul-l. ��. �"Ol_ LCV Lhe � _C1: hereof _Gr a!- Saic' C. -_ G _ _ _.. _ _CC_ uc _ ✓5c _ c_._ _O _h k, v en -L C_ _ Gr .. .. _... .. lir .. Sect On J - C'Lu -:Q C. rc'au lipCn —e ti!te! v payment Cr (Dthcr S.S CLiCn G . (a) ae r-,uen!- AssasSmentS S'c --_ed in the not_Ce CL �c1. _Tnt (D lien, (b) all Other -.Ssessments w=nich ".!a.ve u`cG:P.e hue aii. _r.�ayable with SeSp2C� to he R sidence as to which such not ce o� claim of 1_en tea✓ _cGOr_er =nG (C '_ntere�-, _rte char GnS, _ttorneV�' c t ~e= c o s t S C_ CC..1eCOn vu=.Sli`n. -G S e �r_O a%d C, e rLOr_Ce CC C1a_P Ci lien whiCit ra`;o CC-ueC ^__? ce_✓ _ham zSsGC_ tiG or ani other DerSvnS she BCarf .�r_ _'�_eC auLhc_iZed tG �.1e Cr reCC_ C as aSe 7, ,. v be , an a=rOOr _ate release of such nG�_,=r uOCn D_vmcn� O _he e_aul�in� LeSSGG OL a �2�F tC be uc r%_nCd .Ov t1 _ '_SSOCiaLiOIi, }JUt not LG enc2?C "i_:y DO_-- -- S . �0) rCr CCv?r Lhe coS LS 0= D_ `Dari C?tc.31 --1- C- r, =f.i^.'Q Sucn release. 7-1 7. - r•, - - _ 7, 7, 71!7F.A. CO!ZTrGJ� =C`_Cn - T`.�✓Orn !T.en.t O' rChitecLura1 COmm_Ltee The 7 ;z1 Cc�,LTi�=ee steal- Co S.L. Oi IiOt i?SS] Lhn1 e :,or ,t,Cr"e C 1 _i ve (5) �OerSOnS GS __?:ed O'1 y r do e = = me ✓ eso� ut' on O_ Lhe Soar T -•__-L �v- the r ight Lo epao_n� the .!-,,embers c. f, --ura -1 CO �imiLt DerSCP.s ap-p0inte(3 by the Ctu_a_ CG%m_tte�=r howtever, mllSt :)e 'ie r - r D"Cvions 7- T, r Cn i eCLu=a1 CCiim, ttee may estaOliS[1 _?c= n=�_�=OCeG'u_a_ r'u_�s an assess a ree _n Connection with __ _� O� p,aMS and spcci_icat_ons _ncluc] Without t'umr OF sets O` plans t0 be submitted; Beacom ? g/20/7. 9 Rev, 9/24/79 6L/ W6 'nad OZ 6L/OZ/6 7,z�: u002ag 'sMeT,�g pue saToT;zv ssT UT pa�ezaurnua sza��od-p`-= �'a +np n agq 04 uOTY1ppe u1 •szaMod sa' pua t Q Tezaua NOII.ViocSSV EHL d0 S2l3A10d QN'd sailno IA H�IOIJIT�z •soot=:o �� �oaas Pu -L, su2Td eons u?ozj pag0n3gsuo0 azn_.arl's 27us Lz �oasap bus zoo zo 'zO;azag� n;TTzgTsuodsaz zo ,,�2TTge?T saunsse ;uez°sToaQ zoo pzeog aq� 'szaqulaj� age 'u0112ZOOSSFj a '-oazaq� szaqurauz ag; 'aaq Tmu:) Tezn,oa�Tgoz� g6u no z dde ayT zag�Tau suOT-420 �zToads pus sue Td dons Fq pus 'saousuTpzo 6utpTTnq put 6uTucz g�TM aOucTTcLrOo zoo zo u6Tsap 6LTzaaLIT6L'a zoo panozdde ou a:12 pus 'L'OTq��OT pie aouez2adde 'u6Tsap zoTza�xa 'aTF�s o; ss aa�Tc� Tezr, oa�Tgozy aq� �q panozdde aq TTegs sucTgeot;tOads pue sus Td •sus Td ?o Tsnoz �i z0? �zTLg2�TLON - liOT10as •,�g6ez6c do; put sazn;onz?s 6uTpunozzns o� uoiYeTaz uT uoTasooT pus u6Tsap Teuza;xa io nucurzsq oT ss aa�� �uc�!e0 Tszn ;oar goz� age fq pa::ozdde pus o� pa �Tugns uaa aq neg goTgM zOaazag4 suoz;e0T?TJvC'1S pua sue Td g-q?M aou2.Tdwoo u? ?daoxa ;uauanozd z zagTo zo azn4on3;s 'aOLaptsag �u2 3o zo�za�xa age 0- ?a6L2g0 zo o� uoT�zppe nue s zoo aq azagT TT2g'��zadozd pazano0 au; uodn zo pa;oaza 'paou=un!oo aq TTegs azngonz,s zo TTeM aoua? '6utpTrr:q zo7uo0 p"s Tenozady oN •sL21d ZO A;iu�- uotTaas •-4oa=za OU aneg TTsgs os op of gduia4gs 1,ue pue 'dery ��anzns uoTSTAipuoizsa�2o uoozag aq; uo uMOgs s-uauiaztnbaz �02g4@S aqq T ,�JipOui 04 aq; MoTT2 0-4 papuauie zo pan34suco aq TTegs saTn-r zO sM2T,�g 'saTOT�z� s,uoTye �oass� age L 30 U07nez�2TOaQ sTg� ut 6uTq�ON (0) •panozdde pauraap aq TT?M suoz ;eOTZToads puz susTd gons 'aa��Tu!'LO� Tezn�oa�zgozK aqY �q pa)2 dcp u(Dass ja!gns gons 6uTpz26az saTn.z due q�TM aouepzooOs uT pa)T?zulgns uaaq aneq awes agq zap e step (OZ) Agz?gq CITq-4TM suoTsoTzzoads pus sue Td gons anozddesTp zo GAC zdde O -T Tezn-oa�TgOzv age Juana age UT (Q) uzul.03 T2zn�Oa�.TgOz� az��.ua aq� �q TenOzddeSTp zo Tenozdde o4 YuaT2ntnba aq TT2gs suoszad gons ,�q suoTge01913ads put SU -21d 3o 12nozdd2szp zo Teno7dd2 aq-4 'uoTge6aTap cans uodn •aagnTuzu100 Tezn�oa�Tgoz`d gons go szaquiaui atom zo auo 04 saqrTTTq!suodsaz MaTraz age ' zanar�oq ue Td s ;T aTs6aTap �2u? aa4;Turu�� Tezn�oa�zgoz� IS S _ _ v app r op - - = l.:e_ G:...�-.SSGC Q otherw-_c ..._ncge -i C On,,On L re ^r lC icy anY anc3 ae_50nai p o0e V G�.i�c� Ciia_ces assess to and Or P _ `..C� bV theC1 nSSGC_S i , Qjv =r e C CO'Li e C'- tee _ea5 i n aUr_i Ina tIie __ c d O`-rci!erlci4r` �QI�C-, O _�ti area aQ� �G rC1 .fzeeiC.S aDrr ,-i _ - = _Lh C c.'erage a Lhe T CL. 10:�! .�.:.`.� __ 4,` rower b =i yd Ll Cr? 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OOiiLllCC Rev. /24 f �/�/8 6L/W6 'nab Z T _ ��oo/p r.� S 2 a �r SOdznd r '-2Toz^vlLL00 SSuTSnqa�Sn aq zuoL. zo i2T?uapTsa� LI•asn Z�pus ao�apTsa a 30 ;zed ON SN0ITSIc,TS32 �S�1 IIIA 3 i�IT`d� 1-- ,-, ,-,u.LIt azo�saz zo pao2�daz �� •say?TZT?n o.LTgnd Mons Iq p _ �Zzadozd aza saT'� TZT0a3 eons rt2: ossa TuaAuoo ,{ons oT�2 uaLj? 30 �z8SSa0aU az2 S2 SdaTs ` 'zanaMog •saT�TZT�n oTZgnd eons 2az7i TM a�2ooT az2 L?oTLIM sa ;tZT�P, o �qnd zo uT s2uatuas2a L.TLi? p a_uT2'�r o= saT�TZTop? punozbzapun aLj� azo�saz zo ao2�daz au? a?2STTQo zo azTnbaz Z�2us uTa�dU• pay Ta=,uOo UOT,2TOOSSV _ C LvT�oas Sulu�}ON 'SazTTjT�jl oTjgnd go aou2ua uT2>I a LoT z,d s T Lj� �o suoTsT Aozd GLI; ?TM GouepzOoo2 uT 6uTdaospua� pzp� uoTpuoo TT anT�7LI; uT Lt2 U-CetE a)7 -e 1 u2 LLL'=',SUT (q) u p-. Qu2 ons _o oot put :zT2daz put uoT?Tpuoo poop uT aouapTsa L"{ J S20u2; 'sZZ2M aL�? ' uGT�t3?TllIT Tnou?TM buTpnZou ' aoupTsaZ STL� go 701Za?xa aua 70 SUOLz�CC1 LrT2,uT2lL T papT A0ic aq ^.�"U S2 �2C�5 aasSa,: hzana 't:�OT?2 z2 �OaQ S U r uTD S LTOT�2TOOSS' aLiY zT2daz put UT2�.uT2t11 0; pa�abTTgo aq T LI 4UT.j .2,.PU2 l T2uG''• 7 uOT-CGS s2 ?daox� •aassal q 'az)ueUG •SaaSSa�T z2 �noT?zed 1�q a-[qe�'e S2 paT3Toads uTazaL� aSTM.7Gq;C s2 ?daoxa 'uoT oas sTL�? ;o sYsoo au? O? Tu2nsznd ap21u zT2daz put aouzua�uTars �Cu2 uoT?2Toass� aL�? 7o spunz T2zaua5 aL�? po Tno �.2d (o) 'sza tua a �o zarnod SUTIOA Gq; ;o �?T zoceuLr 2 zo quasuoo q u �q na�sanbaz aq atLrTq o2 at�rT2 tuoz? �euz ua;gTZM z0 a�OA aUq auod S2 a�n?2u zanaos?2C(M �o s?ut�oo oT?au?sap zo saoTAzas ?uaLudTnba 'saTYTITop3 zaLl-o ZTp uT2?uTpE(q) '2a3v uouiu?OD aq? o; S?Uaujanozdul7 Fz2ssaoau a?j2tli. put a02Ida z ' aIO;Sa ' zT2daz ' UT2�LIT21i (2 ) :0-) 'au? an2L� IT2gS uOTT2Tooss� aLj,T, •uoT?2Tooss� tiq a0u2ua;UT2W pup 3T2aa'd - Z uoT�oaS dON�IN3TNI�'�I QN'� �IHd3d IIA a'IOIIh!V S I C 7v . _- =-s sQ_e C -_C - ''fu_ScnCc FO n0 Cr v%` `b= ei�^.�Or s00^LJe _ _ i Or i :lhi�:_ ct -n ii`v- C let en C C Zt CL ..`;C:-`O'_L�sSe2S O= �_ R. es iae:i'cC e ci .S _ es_ ��. t_ r- �ecton f n_;r,- }i a a l ' IS \O ;!; 1S r 1 i VeStOCk Gr t'O 1 �rlr G ;:i_ --Y k nd s':�al be 7— sed, bred or kept uPOn e t _ � ' � the Cov red "�'C�'-- L_ eX--- t uric S L _� � �� t dog cats or other house :old � els e Kep- O tt 'eS_denCeSr prnJl'deC tp are a_.. they Gt kept, bre Or i .. L i Ped for anV' Co'-"ne 7 u t _ C c� i�isr�Cse r Q?' in. _ersu u _ sonabie -y the DOard. OtW__ C: 11 0 . the ?esicen=Sz w'ch in the good _alt ;1d7TC,� _ selected y the Board _v y rT'CSe,-�S111t 1P anV annG_JanCe Crare oJ^ ^ �er? _ _tCu t0 Ce Kept by th_S^Sect-Ci- Sia �e_};o^' yG _ec•5.. r.._.. V,! Q - pOrt_On' Or the ^ `r ' ~` Q_ .. `� _ Co ec', prover t� e"Cc th 1�_. .1Cnce _ c. _ bt"CL_� __ _1=Or-!_u -v eh c CGa- _.. C �,oc� a;:a en_Grce a! c s `^-i - ---c �Cla V2 11Ci e Code SeCt_OvS' O citTDr1 vale �rec_� ✓ _t _n th^ C GVcreC=Cperty _K77CL.�.. T`; RIGHTS Or ENJOYME'v-- _ !_ T;be-S _Ght Cr=.n�G?'fie:it ve_ry ,few mor oneXCl�SlVe easement for '1S and enjoVli,ent = Co -:Ton urea and such _ i ght shall be a' sr n' the i nter�St reQ' _rGd� ton� nt I.e S Ccr ,. tG e a _ - - sir _ er � Lte i Bence , subject t0 all o f ti:e tS r OOnC t1on� reStr' cons ions c'_PC1 O pr ther s contained in this Declaration including, K'l thc`t _ ri talion, the fo1'_o�,�' ng Dro�ri Sions Beacon c /20,''. 1? rev 9/24/79 6L/�Z/o• nab �iT 6L/OZ/6 ,_� UOJLag nuaussassw o� Yoadsaz q�T�i •;uaua0zo7ua eons ay2�z�pun O: �L{6Tz aq� anLq T12Lj5 6UT2u22 s SLC.( asTM3aU{O 0q aSS �L'P as23 CtJTgh1 UT `�Ual1Ic70i07uv Bons a;engoa77a O; L Tq Un ST zo sasn7az uoT�2TJoss�s aq� SsaTUn 7oazaLt? �uaua0z7 i= aq� os g6Tz anTSnloxa aq? an2q TT2gs LoT��TOo s LA L'OT�2TOOSS pU2 T03n?UOO TL�n�Oa�TUOze 0-u�T' 'O�azagY Sluall OL'alll2 �U2 pU2 SM21i�g z0 Sa TOT �� i' Gua ?O SUOTSTnozd aq; n�inba UT :lo mel ;L S6uTpaaOozd :.e ao�ozua o� gtgSTz au; an2q OST2 TT2gS aassa-I due zo u0T_PTJoss� aur, •uo: �2loTn gaps :107 sang zaq ;o :10 sa6LuCp zanooaz O; �g5tz`agY pU2 SUOT�2n�aS2Z aO 'S-UeUat100 `SUvT�TpUOO `SUOT�OTz�Saz UOnS 70 UOTYeTOTA aq� ;uanazd O4a�?'+ 6uTpnTJUT 'O�.azaUI ;uaupuau2 �U2 ZO uoT�2ze[0 s q� 70 SuoTs ,noad Gq �q paSOCMT -a-472a3aq a0 MOu 'SUOT 2naaS -T pU2 S-4U2Ua.�0O `SUOT1TpU0O 'SLOT OTa"}SaI TT2 ` T Vi=a uZ zo �`�zT Ye s6uTpaaOozd �q aozo7ua 0z 4bTz aU� an=J Tegs `aaSSarT t=U2 a0 'UOTI,2TOOSSFj oCti`T, *')U@ Ia0Z07U_ - T UOT=?O's S�iOISI!10�d 1�?1�13`J • aOUapTSa�j STU 70 nUaUJUOpU2g2 aU; �O 'L'az'y' UOLIllOD aq ?0 �uali,�oCL1a pU2 cSn, aU� 70 zanT2M [�q saTn UOT�2 TOOSSr� pUe SMeT�� ' Sa TOT�z� aqa ' UOT:I —e aQ sTUa o SuoTSTnozd zag4o pU2 Sa6zegz) 'suaTT at{� uo=7 uTq Aq pauMo aouapTsae aq; as2aTaz zo 'uoT�PTOoss� eTq; nq paTnaZ nTnp sauaussasse zo7 �;TTTg2TT T2uoszad LTOz7 zTasuTq �cuaxa 1�2ur zaquau o� asn 7o zanT2M £ uoT�oaS •suoTleTn6a-7 put sMeZ TedToTunu a -rLq•eoTTdde TTP 0,4 uz07uoo goTgM S;Tun 5U ITTaMp aT2z2das UT aOuapTsaN aq� uo apTsaz YuPuaY aq4 pu2 aq ggoq ssaTun s�g6Tz pt2s o� paT�zYua aq Tou TT2Ljs aassaZ pies 's�u2ua� S -TU oq TuauT,�oCua So S;Lq6 Tz pz2S Sa;269Tap as dope P se 6uoT os zo? pu2 quana au; uI 'pz2og aqq �q P Suot12Tnbaz pu2 saTna auT 0-. TOGCgns 'S4san6 s7q o� :10 ' aouapisa� STq UO apTsaz oUM• S;u2uan? STLq zo T Ture7 sT v 70 s2az uouuTo� aqT o; �uau�o Cua 30 -,L{5 T z si q szagt~.au aL�� o� � a�2baTap �C2uT zaqua �LI� • aSn 70 uo ?e aTaC� - Z u0t-4oas • eazv uou„ao aq-4 7o asn a4� o-. 6uYUT2�zad suoT�2Tn6az pu2 saTnz aTg2uos2az L�sTTg2�sa oq 7o gg5T3 aus (q) •dT gszaq au 307 pazTnbaz aOuapTsa� 2 UT ;Saza;uT auk 7o uoTTzod e SUTUMO anq 'aouapTsaE 2 7o uoTSSaSSOd UT ;ou SUOS7ad nq 2eaV uouuo� aq� 3o asn aqY gTuTT opuL szaquiaW 7o s-sanb 70 zaqunu aqq "TUTT o. uoT;etooss,i aqq 7o gg6Tz ._JS'C ^ue'd_eS OSCc --,a Cr `cSSCCS under _S 2Cl ar' .._ are Crl l '�� anC .. n0 One 0.the Zl Shall be exclusive O` any, othe- , andnLDecldra• � :t 1 LC SSOClaL_On, and Li;� �essec- sna__ ha' t r17: L �O pursueanv one Or ll C. SUC: _ ihLS, OpLiOnS a..J reli:ed_eS Or any orn,er re M, e. Or re i c^L which may be }`�-r04'i ded by 1a4,', whet" -?e_- or not Stated _i t..is�e larat_On Sectio - �e"'er ab I i -� y -%all _O C` a%`v One Or a Porton 0= L h - Se ccvenan,LS, CCr1Q_L1C',S 0r _eSLr_C e..o. Col!_t ., rC__ sh=l_ 1n n0 ..a a_f f LeC'_ i1 Y' cL-* Or 0V-S10nS `I1 _e!i:__ , _.. _u-= _„rce ani CCL JeCL - ^Ve` 1 S C,� i1, k : r_, 7e :: r_ T o i.. rill '-n Cove%.=... , COnd_L10nS a rest _CLIC' Or his D_=c1 crai L on Shall _'.1n W_th, %?-?Q D_%C the COVerad ?rcoer V and shall _nur e to L h benOi: e_1L _ cQ Abe en_Orce) a -,- e b1' the a__o:-� oy L=_Sse-r th= -- reSDeCL�v� l`C`l re�DreSenta' V S, heirs, Successors and aSSiGnS, LOr a terTt CL Lr; en LlY _ %11 ears Oell L..LC Lh 1S T _e–j _S recorded , aa t w` _C h Li ii e Sa_d COVe„a%LS, COnd' and r2:Lr_CtiOns 7at_cal'y extended GL LO t for cCeSSi der? OC_ 0. Le ^ (_0; _years r yuP, SS an nSLr'?-:eni. ..iGL1ed b_ the JeClar? nL n u c M, L L:h` L :u 7 eSSeeS has been recorded at le_.CL One (1) _}%car prior t0 the enc c'_ a ,% suc'h pe_ iGd, ayreeina tG ranee said CC', ants, co':d___Ons and rest - ictior'.S _il or in D? r L . Se^`1C - r'Cculr'G. ^e '`._L10 and SeCt=Cn 'headlnQS have be=:. i nSL_ teC =0r ccnve-:1_nC? only, and shall no”to COnSed or re=er_ eC LO i n _ ,SOI:'inQ (7,u2St10nS or i nt2 L _ _LEt1Cn Cr C0n,Str'uCL=on< Sect c; - Cii ir,c'.iceE,W er,ever `-ne COn�E7, _ CF rti1S a'eC- - L-IOn reClU rest' sai;ie, the sinQuia_ shall Incl_ -de the dural and the Tasculine shall inc 1 ud� the 14e7.1'.ii1e and the neuter. Beacon �_a'7 I ZI - , � rev . 9/24/79 6L/�Z%6 'nab 9T 6L/0Z/6 r uooeag LTeus ueuanoo LPuoszad gans 'saassai zaq�o zo _uezeLoa(r pue aouapTsa� dans 70 aassa� ag; uaaMgaq=ue::anoo Zeuoszad e sGg2azO aaua0Tsaj 2 zo aauenanu00 zo aa_e�caoa2 aqq;uaqxa auk oj� -gUeuano:) TeuOS3@cl — TT uo?.�Oas •o�azag� aTq�oTTdd2 suoT�PLn6az pue saou2uTpzo 'sMeT oTTgnd gYTM S:�07S74%0zd asagq 7o nue 7o a3u2TTdaco aq; o-4 se zo 'uo'�2z2LaaQ sTq� 7o uoTqzod nue zo TTP 7o n-TTTgeaazo7ua zo Taa77a SuTpuIq aqq o-) s2 paTTdutT zo Ssazdxa 'suo-L 2 asazdas zo=saT�u2zz2M ou sa�{euc qu2z2ToaG pue UOT427210aQ sTt�� o� sTe�caa� age uT q�zo7 Tas sasodznci age zO7 apPu sT uoT�ez2LaaQ sTgy •uoT�2z2LaaQ 70 Iaa77� - OT uoT�CGS •oanTaoaz FLT2nYO2 aze SaaTaOU gons ;ou 30 zaq;aqM '5UTLTeu gons 7o scold anTsnTouoa pauaap aq TTegs 'uoT;eTaoss� aqq 7o spzooaz auq UO uMOgs sassazpp2 zo ssazppe aq� oY 's Taq'�ar�i TT2 02 zO 'saassaq zo aassai nue oT PaTTeu? uaaq seg aOT�ou 2 nznCzad 7o n�L2u.ad zapun ST_ Loap uoT�2Taoss� aq; 70 �ua52 pazTzogTne so zaaT77o U127o ;Tn2pT77e •ssaUTsnq 70 a321d L2dTaUTzd S T 70 ssazppe aq; z0 u0. L oossV aqnq pagsTUzn7 ssazppe age o� 'pTedazd aSP-Isod 'LTeu sa�e�s paYTUn ss2To Tsz17 ag; UT paa2Ld uagM pazanTTap nTzadozd uaaq anew o� pauzaap aq TTaus uoT,eTooss G(4)oa aoT;oN (q) •saassaq-oa gons TT2 UO nzanTTap pauaap aq TTegs pue saassaq-00 T -Ce 7o 7L2gaq uo saassa7 -oo age 70 auo nun o� quaS zo pazanTZap aq n2u @017OU uanS nUe saass@7-00 7o aseo au; UI •TTsodaP gons za772 szroq (8�) ?gSTa-n�zo7 pazanTZap pauaap aq TTegs nn?C} aqt uTgqTM TTeu agY UT paglsodap os aaT-4ou nus,aassal eons 70 -ssazppe gaaz-as aq; Oq Uaq; ' pagsTuzn7 uaaq aneg TTegs ssazppe gons cu 7T zo 'aoZgOU SUTnTS 70 aSod3nd a4� 107 uoTYPTOOSSrj aqn on Sul;TZM UT aassa1 gons nq pagsTuzn7 ssazppe IUaaaz 4sOui aqq o; 'pT2dazd a524Sod `TTeu sa 2Tg pa�TuP SS2Ta IS377 aqq UT paOeTd 10 'aOuapTsa�; s,aassa� aq Oq pazanTTap UagM pazanTZap nZzad.ozd uaaq aneq Oq pauaap aq TT2gs aassa7 e o_ aoTgCL (2) :sMOTTo7 se pazanTZap aq nein pue SUT4TZM aq TTegs zapunazaq uanTS aq Oq aot?ou nuV •saOTION 6 UOTtaas •;Tns gons 7o s;sOa pue saa7 ,snauzo��e aTgeuos2az ',uauzSpnC agT 70 zed se oTazauY n�zed zag�o age uoz7 zanoaaz o; paT�T?ua aq TTeq� UOT-ae gans UT SUTLT2nazd n-4ze6 ag; 'UOT;2z2L3aQ STq-4 uT pauT2�uoo suoTsTnozd aq; 7o nue aozo7ua O; pain-TasuT sT uOT;02 -Iuana aqq uI •saa� ,Sl,auzo���I g uoT�Oag C,_ ...._� 1 - .. C ._ M }'F plf he s s -r. ger G'r t[�..j `l _ _ �lr a' G:t _Gr � aCQla CJC C'_ NrC'J C. G1 .. 1:l12'Q o1 - _1_'_ - CGcou ,� G u C2C=S_v? f apDrC'1,a1 C= Q1sa�'p-� a! O- 1� - a; s Cr �2C__1Cati is whether C= n,o- Q2L2Ct1ve COU_ Se G= i on C� r OM ssion error t ne.ce - lc? / Cr Lh2 ; ' y^ Q n gI�:e ,�C _ GC.3 1tC wlthlr, wh1Ch Such Doard, ccnun _ttee's or rsOI7s reasonably believeC] LO be the SCODe of the_r 'u X125. ?Qreemi en - For t_ne SL'-� eas_no s1Q=%... (i`?ere_n, a: Ler 1� L,`1'_ . S�.. t_O^ re=erre'` t as a i'!ease snail_ DrC,74 a� c t s'_'ch lease shall be 5 -ac= _.! a_`cDe-:s t0„thOr 0V siGn5 C= ti ? D 1 r_ at_G` �hC T r L_ cl ?S -c~' he 1? s -,l s a C '_SSCC1 t10 u' -2S. �i;_a' ie -=se Shad e L _ =L' C2_ LO .7 tP_? ter S G: the � Grp C_ `!C G�OCU,T"—e is s)--a_i 1=: _ _t `_'- f,e the 1 ease, ''I_ i 1 ases Sha" 11 Lc 72s who shall ease Residence sha-1_ ,�1 2 7- e C G' r� j j l e r - _ D iC aSS ir_7, comm” i ance pV Such �eSsee t s _=Ss_: r_th th_� Dela: _ or e �SSO'C_`.t_G� � �j 7112'Q =r - 'D e c t to the OT__-�-- C''= th ? S ✓=C_ L atiG;! E-:^, I J2S' u2 am 2a „f a S _)1 77;e C lLG: l2 ._t: Cl 1er2 _..tCovera mit forMaintenance i.SSesS-en-`Jn Ass;-SS1!e tS r n:.ch LecturaI r0 7. �eDa__ a -,r ca mten, ar:C- r, Cr C'= t_._S 4 O7, SC!all wr=tteTI aDDrcval C- Gt 'ems t a, t -'i12 t Or i;GQi_1Cct_OTl O a_t1C_2 _1 sub _raC_aDi` 1- a 'C`J` �h__i CT:1 _:ii Ci �. v� �'G t Gr ,� _ Lt21. a`'Dr Vv�.; �Jr _ttC 2_S as 1 Rev. 9/24/7701 6£/ W6 `&a2 83 6£/03/6 . 3=g u0aea2 ZQu;o&a9 /&J2 §2302 O3 SS 22-303£3? ):QIJ Z&;\ :Z2 uel;2=o£=cS 253}a3=oG ge=aa=3§2 ? 22�22 z30��7G 20 ZZI2 'ua&&I=X Gwogg ula=ag ;2227 =2a3 p=2 Z2g a§& &eQEn3Sul S}R& Eaio2ax\ s@\ i22J23Sgg `2023 @ SSS§ZIM §I `Qo!&2l�>Osse aR& Jo aaxo£ SQ!&03 aR& 770 a52;=QS=Q3 QUIPS @§& 2225 SSQI &ou 70 gUaSS2 ea&&I=x =o @ZO& @3!&ee337J2 2g& Ri3M 3250 2age@Eg @g ueo uoISTAo=3 gl2S !ague uaX2J ag o& UOI-02 ;og uoI&2locss3 GR}7G =@ao3 EuTaOA agi go G --I GI&3 gaT}Io@£S 2'go'22zo=££2 a\& .S@=ƒo5a= Ziss@=3«Q §=I§x SQIn3 Qo}igla0sse Jo 2x2333 IS@322&=Y a§3 =c 1Lic-L J2 loan s!q& 70 Qo}S}zo:3 Zug 'Su}cSaJo; aR} 6uTPuggSu4Tm&eK (@) 'uo!&2322=G2 S3R& JO quGEpuQ29 UP a&@o&Sa}}a o& »Q=IE5@3 @g &ou II2R® SJ@REaW G§& go sa=o&2u5:s @a2:=29ou a\z 'Z;uEo2 a77 &c SP300as 12:01770 aRi QI'2a2Jo\aJ ug\x Pug '@@@16oJ3 Q3og2u/@JaR uojg2oT7T&c se Daae=£\2 uQaq S2§ E =c `ua2geaG@ Q§& &e§a 3;lazzz II2§s oRx Qo!&@}2os\e aQa 70 �=2&a3oaS gut auagT°°J£ a\9 Kg Eaio2ax@ uG§x aATIOGJjG Gg II2§S EaglzoJ3 n to cz_ �.:. _ ... _ .. . a , ... C C C ri ., .. ,4 _ : C l: �-- i.. o r p t h C _ s is C �-? iJ :J _ ~'v ` .... 1 C''"1 BEaCO!". /24/� I" ::� 1n n� 7 CJ N > H O N o '> =� Z °x H c z H° H C!1 ' NNr--�--i---, CUTi c R ROAD LOT A 721:1 - { mr--• I; li �1 �I ,I ,II I I Y oR. cPE c^vE) LO I 6 II WAG.<r% _ t I �. — '---I---J! v' t; N i I I _ i t p l i•� i I i © i I' rr ' w I U) n ` 1 o " � w Od S'� iL n � � m � r t 1 < ;Z<CaSA7-10NA ccr ::� 1n n� 7 CJ N > H O N o '> =� Z °x H c z H° H C!1 ' NNr--�--i---, CUTi c R ROAD LOT A 721:1 - { mr--• I; li �1 �I ,I ,II I I Y oR. cPE c^vE) LO I 6 II WAG.<r% _ t I �. — '---I---J! v' t; N i I I _ i t p l i•� i I i © i I' rr ' w I %✓ALXNAY (rol,.SaEL7.RcovE) LOT D 1 m rya C ROAD LOT iL I %✓ALXNAY (rol,.SaEL7.RcovE) LOT D 1 m rya - C Z K LI G G n n n n - n n - - n - n ti G n X 1 - n n N N n N N N .•, n � �, ,. r x [ [ [ r x - - 0 m v v p N i U i SabPG Z �� Z I- r RECORDING REQUESTED BY TICOR TITLE ORANGE BRANCH PECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: This Document was electronically recorded by Zang Recording Services GG Recorded in Official Records, Orange County Tom Daly, Clerk -Recorder City Manager's Office 111111!1111111111111111111111111111111111111111111111111111111112.00 City of Newport Beach Recording Request by: 3300 Newport Boulevard Zang recording Servi i1fb M10 3 2008000175032 04:08pm 04/15/08 Newport Beach, CA 92663 behalf of: ATI 0.00 0.00 0.00 0.00 6.00 0.00 0.00 0.00 o`er-Yc&��N r-�,p MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE is made and entered into by and between THE CITY OF NEWPORT BEACH, a chartered municipal corporation, herein called "Lessor", and ARDEEN DUBOW, TRUSTEE OF THE STEVE AND ARDEEN DUBOW MARITAL TRUST #1, U/A dated 7/19/1999, herein called "Lessee", to witness that: Lessor hereby leases to Lessee, on the terms and conditions set forth in that certain lease by and between the parties hereto dated `/- q -OR , and ending on July 1, 2044, all the terms and conditions of which lease are made a part hereof as though fully set forth herein, all those certain premises in the County of Orange, State of California, described as follows: Lot 54 as shown on the map filed in Book 9, Pages 42 and 43 of Record of Surveys in the Office of theCounty Recorder, County of Orange, State of California. EXECUTED onI)f-I'l ! ! , 2008, at Newport Beach, Orange County, California. LESSOR THE CITY OF NEWPORT BEACH a SEW PART CITY MANAGER: Omer Bludau ATTEST: 'v s t_ CZ�7_ .P Q�- DquT\l CITY CLERK Lessee: Ardeen Dubow, Tr stee APPROVED AS TO FORM: C �_ �— CI Y ATTORNEY 21' - STATE OF CALIFORNIA) COUNTY OF CCS ISCJ ) On k0e(-it I-� , cru<� before me, I)N-tN4A lOA Ic k'J A Notary Public in and for said State personally appeared N2 DC--�',d`-� /_9L\ L� 0 who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS y nd and official se I. IsEuor->yF DONNA WARD Of Comm. # 1665566 X Signature �® o NOTARY PUBLIC•CALIFORNIA (Seal) ORANGE COUNTY CA °quFo toy Comm. Expires JUNE 2, 2010 ESCROW NO.: TITLE ORDER NO.: STATE OF CALIFORNIA) COUNTY OF ) On before me, , personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) ESC;KUW NU.: TITLE ORDER NO.: CALIFORNIA ' •ACKNOWLEDGMENT a.-�<h.`av�aG�-'aZ�Z�a �t,.'a4G_-�>,s�.•.��!'�C!aC.'aS,.a��v-�k'��.'����c,!•��-��'�k:'�v�C,.-�.v!=�cr'�.v'�vr'ay�v�c!s�.'�.v!s�C,=vs�c!�av-�S;:�C�avv-,-�C. •r -- State of California / '4�r County of U On I%'o L Zifi before me, [ (LLA G( +�Ts� �f (��((, , %X ,y 1' Date Here Insert Name and Title of thef Officer ' personally appeared L. WASHINGTON Commission # 1556952 -� Notary Public - CaBfOmia Los Angeles County My Corton. Expires Mar 6.200 Place Notary Seal Above L-, HL who proved to me on the basis of satisfactory evidence to be the personKwhose name* is/. -D< subscribed to the within instrument and acknowledged to me that he/�Q/t* executed the same in his/>L 164ir authorized capacity, and that by his/PKVAQ signaturey�pn the instrument the person" or the entity upon behalf of which the personAacted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand Signature OPTIONAL Though the information below is not required by law, it may prove valuate to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer —Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing RIGHTTHUMBPRINT OF SIGNER Number of Pages: Signer's Name: ❑ Individual ❑ Corporate Officer—Title(s): ❑ Partner — ❑ Limited ❑ General MCI ❑ Attorney in Fact RM ❑ Trustee Top of thumb here ❑ Guardian or Conservator ❑ Other: Signer Is Representing: ✓4"y.�"-r.� `✓ "� �tiA✓.�✓�.�✓.6`✓. V."✓.��'.ti."✓G��A✓..G�"✓. �✓�q"✓'.ti:�✓�.�✓�•.`.'`�.G'✓. ��.'�✓'.L�✓.Gt'✓. ��.�✓'. ti!.�✓ �✓�:'✓i,�✓•�.�"•-�. �✓G\•✓. `✓:'✓;"✓ ...r O 1/ mill1 •1 :11 RECORDING REQUESTED BY This Document was electronically recorded by TICOR TITLE Zang Recording Services GG ORANGE BRANCH Recorded in Official Records, Orange County RECORDING REQUESTED BY AND Tom Daly, Clerk -Recorder City MangeOORD f DR Office TO: 1111111111111111111111111111111111111111111111111111 Jill 1111111112.00 City Of Newport Beach Recording Request by: 2008000175031 04:08pm 04/15/08 3300 Newport Boulevard Zang recording Serv+F 70?3 T03 3 Newport Beach, CA 92663 behalf of: ATI 0.00 0.00 0.00 0.00 6.00 0.00 0.00 0.00 TERMINATION OF LEASEHOLD This agreement is made this ® day of Irk 2008, by and between the CITY OF NEWPORT BEACH, herei after called "Lessor", and ROGER S. WYETT, an unmarried man, hereinafter called "Lessee". RECITALS A. Lessor and Lessee executed a lease on April 23, 2007, and subsequently recorded April 24, 2007, by the County Recorder of Orange County, California as Instrument No. 2007000260671. By the terms of the lease, the following described property was leased to Lessee until July 1, 2044. Lot 54 as shown on the map filed in Book 9, Pages 42 and 43 of Record of Surveys in the Office of the County Recorder, County of Orange, State of California. B. Lessee desires to terminate said lease and all rights to the possession of N) the lease premises and to release Lessor from its obligations under the lease, and Lessor desires to accept said termination and to release Lessee from their obligations under the lease. AGREEMENT Lessee agrees to terminate the lease and vacate the premises as described herein above as of `f -JJ -®g , and Lessor agrees to accept such termination and the premises, and Lessor and Lessee agree to discharge and release each other from all obligations under the lease as of said date. Executed at Newport Beach, California, on the day and year first above written. CITY OF NEWPORT BEACH BY: ' Lessor: Homer Blu u, City Manager Lessee: o er S. Wyet `J ( ACKNOWLEDGMENT State of California County of O -A rte I ✓ > On Zo ? before me, L-,� �� �� , L Lk �C S (here insert name and title of the officer) personally appeared who proved to me on the basis of satisfactory evidence to be the person(a) whose name() is/aye-subscribed to the within instrument and acknowledged to me that he/&h@4hey executed the same in his/her4th r authorized capacity(ies) and that by his/.h� signature(s) on the instrument the person(s), or the entity on behalf of which the person(G) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. i Signature' LANA z J[RARS - z Catonid5 94126 Notary Public o Orange Coun, M Comm. Expires Jul. 25,2009 (Seal) 1 ................................................... ■ ■ ............................ 0 ■ ■ OPTIONAL INFORMATION Description or Title of the Attached Document: ` i Telt'rAinQ—�-tON-, d Lecos CcC Number of Pages: 1 Document Date: Capacity Claimed by Signer(s): Individual(s) ❑ Corporate Officer(s): ❑ Trustee(s) ❑ Attorney -in -Fact ❑ Partner(s) ❑ Other: CALIFORNIA ' •ACKNOWLEDGMENT ! State of California County of �0 ft1 C'_)F n 1- 111t_w�g0'l�+On before me, %f �-J.lAlm ���!ll1�j�� ` �y�I`-l�(f''��L%C_ f Here I``ert Name afid Ti le of the Officer ' personally appeared ~ �1'i� who proved to me on the basis of satisfactory evidence to be the persoh)Q whose name( is/ subscribed to the within instrument and acknowledged to me that he/K/tt*y executed the same in his/I<r/th* authorized 1111111111111111111 L. WASHtNGi q52 capacity(iN, and that by his%f*' /t+ iir signatureN on the Commission lic came n►a instrument the person or the entity upon Behalf of ou G which the person acted, executed the instrument. Los A � b. MV Comm. Comm. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESSrr�y h '�` C_— -- `­/. Signature' Place Notary Seal Above ,%X Z Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact • L1 Trustee Top of thumb here ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Number of Pages: Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General MeW ❑ Attorney in Fact • Ll Trustee Top of thumb here ❑ Guardian or Conservator ❑ Other: Signer Is Representing: :C✓.t'✓l✓.-riti��y.'ti'✓�.t'✓.�q"✓.L�✓'.A✓:-::r `✓.�✓�q"✓.�.�✓'.:-r�: .�✓c............. . .✓ �.�...... "✓. '•�✓..�✓ti '.�✓. \✓ �q"`�•:�✓'.�✓'.ti.-ariti�. .\✓.-ri LEASE THIS LEASE is made and entered into as of theArd day of A t 2007, by and between the CITY OF NEWPORT BEACH, a Charter City and municipal corporation ("Lessor"), and ROGER S. WYETT, an unmarried man, ("Lessee"), regarding the real property commonly referred to as Beacon Bay Lot 54 . RECITALS A. The City of Newport Beach, by virtue of a 1978 legislative grant found in Chapter 74 of the Statutes of 1978 (the "Beacon Bay Bill"), holds the right, title and interest to certain tidelands and uplands commonly known as Beacon Bay and generally described in Exhibit A attached hereto and incorporated by reference. B. The Beacon Bay Bill frees the "Westerly portion" of the filled tidelands from the public trust and specifically authorizes the lease of the property for residential purposes subject to certain express statutory conditions. C. Beacon Bay, including the "Westerly Portion" thereof, has been divided into individual lots, with each lot leased by the City for residential purposes until December 31, 2005. D. On November 3, 1987, a majority of electors of the City approved a measure which authorized the City Council to enter into new leases of residential lots in Beacon Bay for a period not to exceed fifty (50) years. E. On November 3, 1992, a majority of electors of the City approved Measure M which authorized the City Council to lease tidelands and waterfront property consistent with the provisions of state law. F. The City Council, pursuant to the authority conferred by the electors, entered into negotiations with current lessees and the parties have agreed on the terms and conditions of a new lease with a fifty (50) year term, provision for adjustments in lease payments to reflect changes in the value of Beacon Bay leaseholds, and a recalculation of lease payments in the event of a transfer of the Lease by the Current Lessee or any Subsequent Lessee (as defined herein). G. Lessee acknowledges that the terms and conditions of this Lease may result in Lessee paying substantially more or less than another Lessee for similar property depending upon the date this Lease is executed, the date of any subsequent transfer, and the consideration paid for transfers of similarly situated property. H. Lessee acknowledges that accurate and complete reporting to the City of all consideration paid for the transfer of this Lease is vitally important to the City in that failure to fully report all consideration could materially reduce the amount of rent received by the City from other Beacon Bay Lessees. I. Lessor and Lessee acknowledge that the City has agreed to a fifty (50) year term and limited lease payment increases in consideration of provisions which require payment of rent approximating fair market rental value, without regard to any advantage maintained by Current Lessees, upon transfer by Current Lessees and payment of deferred rent in the event the Lease is not signed on or before the Effective Date (as defined herein). J. The California State Lands Commission has reviewed the form of this Lease and determined that it is in conformance with the provisions of relevant statutes, rules and regulations, including, without limitation, the Beacon Bay Bill. K. Lessor has determined that this Lease is consistent with provisions of the Beacon Bay Bill, the Charter, General Plan and Zoning Ordinance of the City of Newport Beach, and of all other applicable state and local laws. NB1-187371.V205/24/94 L. Lessor has determined it is in the best interests of the citizens of Newport Beach to maintain the residential character of Beacon Bay and to enter into new leases with Current Lessees under the terms and conditions specified in this agreement. NOW, THEREFORE, in consideration of the foregoing recitals and the covenants in this lease, the parties agree as follows: LEASED LAND. Lessor hereby leases to Lessee the real property commonly known as Beacon Bay Lot 54 (the "Leased Land"), which is more particularly described in Exhibit B, and generally depicted on Exhibit A, each attached hereto and incorporated by reference, subject to the limitations on use specified in Section 6. As used in this Lease, the term "Premises" shall refer to the Leased Land and any improvements constructed thereon. Lessor expressly reserves all oil, oil rights, gas, minerals, mineral rights, natural gas rights and other hydrocarbon substances in and under the Leased Land and the right to grant and transfer the same, together with all necessary and convenient rights to explore for, develop, produce and extract and take the same, subject to the express limitation that any and all operations for the exploration, development, production, extraction and taking of any such substance shall be carried on at levels below the depth of five hundred feet (500') from the surface of the land by means of wells, derricks and other equipment from surface locations on adjoining or neighboring land, and subject further to all restrictions and regulations concerning the drilling for, and production of, oil, gas, minerals, petroleum and other hydrocarbon substances specified in the Newport Beach City Charter or the Newport Beach Municipal Code. 2. TERM. The term of this Lease shall commence on the Execution Date, but in no event prior to the Effective Date, and shall expire on the date fifty (50) years following the Effective Date, unless earlier terminated as provided in this Lease. 3. RENTAL. A. Definitions. For the purposes of this Lease, the following terms shall be defined as specified in this paragraph. In certain cases, the definition of the term contains operative language that affects the rights of the parties: (1) "Actual Sales Value" shall mean the total of all consideration paid for the non-exempt transfer of this Lease or the Pre-existing Lease, including the improvements on the Leased Land, from the Current Lessee, or Subsequent Lessee, to another person, excluding any consideration paid for the transfer of personal property in connection with such transaction. (2) "Average Actual Sales Value Rent" shall mean two and one-half percent (2.5 %) of the mean of the Actual Sales Value of the non-exempt transfer of a similarly situated (waterfront or interior) Beacon Bay parcels as specified in this subparagraph. Average Actual Sales Value Rent shall be the mean of the Actual Sales Value of the three similarly situated parcels most recently transferred. Exempt transfers, as defined in Paragraph 3.B(3), shall not be used to calculate Average Actual Sales Value rent. (3) "CPI" shall mean the Consumer Price Index - Los Angeles -Anaheim -Riverside Area, All Urban Consumers, All Items, published by the United States Department of Labor, Bureau of Labor Statistics (1982-1984=100). If the 1982-1984 base of said Consumer Price Index should hereafter be changed, then the new base shall be converted to the 1982-1984 base and the base as so converted shall be used. In the event that the Consumer Price Index, as now compiled and published, shall cease to be published, then the successor index shall be used provided that an appropriate conversion from the old index to the new index can feasibly be made. If such conversion cannot be made, or if no such index is published, then another index most nearly comparable thereto recognized as authoritative shall be substituted by agreement. (4) "Current Lessee" shall mean the person or persons who, as of April 1, 1994 (the "Cut-off Date"), was or were the Lessee under the Pre-existing Lease. (5) "Deferred Rent" shall mean the total rent that a Current Lessee would have paid had this Lease been executed on the Effective Date, through and including the date on which this Lease was first executed, less the rent actually paid pursuant to the Pre- existing Lease, together with interest at the rate of eight percent (8%) per annum calculated on the balance due at the end of each Lease Year or portion thereof. (6) "Effective Date" shall mean July 1, 1994. (7) "Execution Date" shall mean the date when this Lease is executed by Lessee. (8) 'Initial Rent' shall mean the effective net rent for the Leased Land as determined by the appraisal of George Hamilton Jones, with due consideration to the leasehold advantage created by the Pre-existing Lease, all as shown on Exhibit C attached hereto and incorporated herein by reference. (9) 'Person" shall mean any natural person or natural person(s) and does not include any corporation, association, or business entity in any form except a financial institution or other bona fide lender acting in the capacity of a lender or an inter vivos or living trust. (10) 'Pre-existing Lease" shall mean the Lease for the Leased Land which was effective on January 1, 1988, and would, absent this Lease, expire on July 1, 2006. (11) "Transferred" shall mean any sale, assignment, sublease or other transaction, other than an exempt transfer as defined in Paragraph 3.13(3), pursuant to which the right to possession of the premises and the right to sign a new lease identical to this Lease is transferred to another person. B. Rental Payments. Lessee shall pay annual rent in the sum of Forty-two thousand five hundred and 0/100s ($42,500.00), payable at the rate of Three thousand five hundred forty-one and 66/100s ($3,541.66) per month. Lessee shall also pay, if applicable, deferred rent in the sum of N/A upon execution of this Lease. Rent shall be adjusted every seven (7) years after the date of transfer in accordance with the provisions of Paragraph 3.13(4). Annual rent, deferred rent, and periodic adjustments are based upon the following: 3 (1) Execution Before Effective Date. In the event this Lease is executed by the Lessee on or before the Effective Date, Rent shall be paid as follows: (a) Current Lessee: Current Lessee shall pay annual rent equal to Initial Rent as specified in Exhibit C. Thereafter, so long as there has been no transfer of this Lease by the Current Lessee (other than an exempt transfer as set forth in Paragraph 3.13(3), rent shall remain as specified in this subparagraph notwithstanding the provisions of Paragraph 3.13(4). (b) In the event of any transfer of this Lease to a Subsequent Lessee, the Subsequent Lessee shall pay annual rent equal to two and one-half percent (2.5%) of the Actual Sales Value determined as of the date of the transfer in accordance with the provisions of paragraph 3.A(1). Thereafter, rent shall be adjusted every seven years after the date of the transfer in accordance with the provisions of paragraph 3.B(4). (c) In the event of any transfer of this Lease to a Subsequent Lessee in a transaction other than an arm's length assignment of this Lease, and sale of the improvements on the Leased Land, if any, such as a gift or transfer by inheritance other than an exempt transfer under Paragraph 3.13(3), the Subsequent Lessee shall pay annual rent equal to the Average Actual Sales Value Rent calculated as of the date of the transfer in accordance with the provisions of Paragraph 3.A(2). (2) Execution After the Effective Date. In the event this Lease is first executed after the Effective Date, rent shall be determined and paid as follows: (a) Current Lessee/Within Five Years After Effective Date: In the event this Lease is executed by the Current Lessee within five (5) years after the Effective Date, the Current Lessee shall pay annual rent equal to Initial Rent plus a sum calculated by multiplying the difference between Initial Rent and Average Actual Sales Value Rent by a fraction equal to the number of months between the Effective Date and Execution Date, divided by sixty. The Current Lessee shall also pay all Deferred Rent concurrent with the execution of this Lease. Thereafter, so long as there has been no transfer of this Lease by the Current Lessee, rent shall remain as specified in this subparagraph, notwithstanding the provisions of Paragraph 3.13(4). (b) Current Lessee/More Than Five Years After Effective Date: In the event this Lease is executed by the Current Lessee more than five (5) years after the Effective Date, the Current Lessee shall pay annual rent equal to Average Actual Sales Value Rent calculated as of the date of execution in accordance with the provisions of Paragraph 3.A(2). The Current Lessee shall also pay all Deferred Rent concurrent with the execution of this Lease. Thereafter, rent shall be adjusted every seven (7) years after the date of execution in accordance with the provisions of Paragraph 3.6(4). (c) Subsequent Lessee: In the event the Current Lessee transfers the Pre- existing Lease to a Subsequent Lessee who wishes to sign this Lease after the Cut-off Date, the Subsequent Lessee shall pay annual rent equal to two and one-half percent (2.5%) of Actual Sales Value determined as of the date of execution and in accordance with Paragraph 3.A(1). The Subsequent Lessee shall also pay all Deferred Rent concurrent with the execution of this Lease. The annual rent shall be adjusted every seven (7) years following the Execution Date in accordance with the provisions of Paragraph 3.B(4). 4 (d) Subsequent Lessee: In the event of any transfer of this Lease to a Subsequent Lessee who wished to sign this Lease after the Cut-off Date in a transaction other than an arm's length assignment of this Lease, and sale of the improvements on the Leased Land, if any, such as a gift or transfer by inheritance other than an exempt transfer under Paragraph 3.B(3), the Subsequent Lessee shall pay annual rent equal to the Average Actual Sales Value Rent calculated as of the date of the transfer in accordance with the provisions of Paragraph 3.A(2). The Subsequent Lessee shall also pay all Deferred Rent concurrent with the execution of this Lease. The annual rent shall be adjusted every seven (7) years following the Execution Date in accordance with the provisions of Paragraph 3.13(4). (3) Exempt Transfers. The provisions of Paragraph 3.B regarding transfers shall not operate to increase rent if: (a) Lessee is assigning an interest in this Lease to a trustee under a deed of trust for the benefit of a lender; (b) the transfer is caused by the death of a spouse and the full interest of the deceased spouse is transferred to a surviving spouse; (c) the transfer of an interest in this Lease is between or among tenants in common or joint tenants in ownership of the leasehold estate created by this Lease, and such tenants in common or joint tenants first acquired their respective interests in this Lease simultaneously; (d) the transfer or assignment is by a bona fide lender acquiring title by foreclosure or deed in lieu of foreclosure of a trust deed; or (e) the transfer is a sublease of the premises for three years or less; provided, however, that in determining the term of a sublease, any options or rights to renew or extend the sublease shall be considered part of the term whether or not exercised; (f) the transfer is caused by the dissolution of the marriage of Lessee and the full interest of one of the spouses is transferred to the other spouse; (g) the transfer is to an inter vivos trust, living trust or other similar estate planning arrangement of Lessee; provided, however, that the provisions of Paragraph 3.0 shall apply upon the death of such Lessee if the beneficiary of such trust or other arrangement is other than the surviving spouse or a tenant in common or joint tenant in ownership of the leasehold estate created by this Lease, and such tenants in common or joint tenants first acquired their respective interests in this Lease simultaneously; or (h) the transfer is to a guardian or custodian of Lessee appointed due to the physical or mental incapacity of Lessee; provided, however, that the provisions of Paragraph 3.0 shall apply upon the death of such Lessee unless the transferee is the surviving spouse or a tenant in common or joint tenant in ownership of the leasehold estate created by this Lease, and such tenants in common or joint tenants first acquired their respective interests in this Lease simultaneously. (4) Rent Adjustments. (a) Except as provided in Paragraphs 3.B(I)(a), 3.13(2)(a) and 3.13(3), on the seventh (7th) anniversary of the Execution Date of this Lease, or the seventh (7th) anniversary of the date of any transfer of this Lease by any Current or Subsequent Lessee, rent shall be adjusted to reflect any increase or decrease in the cost of living, which adjustment shall be determined as set forth hereinafter. 5 The most recently published CPI figure shall be determined as of the date ninety (90) days prior to the adjustment date, and rent payable during the ensuing seven (7) year period shall be determined by increasing or decreasing the then current rent by a percentage equal to the percentage increase or decrease, if any, in the CPI as of the Execution Date, or the date of the most recent rental adjustment, or the date of any transfer of this Lease by any Current or Subsequent Lessee, whichever is later. In no event shall rent be increased or decreased by a sum greater than forty percent (40%) of the rent paid by Lessee as of the later of (i) the Execution Date, or (ii) the last rental adjustment date. Lessor shall endeavor to notify Lessee of rental adjustments at least forty-five (45) days prior to the end of each seventh (7th) lease year; provided, however, failure of Lessor to give forty-five (45) days' notice does not relieve Lessee from the obligation to pay increased rent or the right to pay less rent in the event of a decrease in the CPI; and, provided further, that Lessee shall have no obligation to pay rent increases which apply to any period greater than ninety (90) days prior to the receipt by Lessee of Lessor's notice of an increase in rent. (b) In the event Lessee is two or more persons owning the leasehold estate created hereby as tenants in common or joint tenants, and less than all of such persons transfer their interest in this Lease to a person other than to an existing tenant in common or joint tenant, the rent adjustment shall be prorated to reflect the percentage interest being transferred to a third party. For example, if two persons are the Lessee as tenants in common as to equal one-half interests, and one of such persons transfers his/her 50% interest to a third party, the rent shall be adjusted as provided in Paragraph 3.13(2)(c), and thereafter as provided in Paragraph 3.B(4)(a), and the resultant rental increase multiplied by the percentage transferred (50%) to determine the rental increase; provided, however, that any subsequent transfer of an interest in this Lease to such third party shall not be exempt under subparagraph 3.13(3). (5) Installment Payments/Grace Period. Lessee shall pay rent in equal monthly installments, in advance, with payment due on or before the first day of the month for which rent is paid. Rent shall be prorated during any month when a transaction which increases rent becomes effective other than the first day of that month. No late payment charge applies to payments received by Lessor on or before 5:00 P.M. on the fifteenth (15th) day of the month for which the payment is made ("Grace Period") . If a rent payment, or any portion thereof, is received by Lessor after expiration of the Grace Period, Lessee shall pay Lessor a late payment charge equal to four percent (4%) of each late payment, or portion thereof. Rent payments shall be payable to the City of Newport Beach and sent, or delivered, to the Finance Director at the address specified for service of notices. Rent shall be payable by Lessee to Lessor in such coin or currency to the United States as at the time of payment is legal tender for public and private debts. Lessor and Lessee agree that late charges specified in this paragraph represent a fair and reasonable estimate of the cost Lessor will incur by reason of any late payment by Lessee. Any late or missed payment of rent constitutes a default pursuant to paragraph 13 of this Lease. Any failure by Lessor to declare a default and initiate termination of this Lease due to a late or missed payment shall not be considered a waiver of the right of Lessor to do so for that or any other late or missed payment. C. Credit to Tidelands Fund. In calculating Initial Rent under this Lease, a credit was given to certain of the Current Lessees equal to the annual amortization of the present value of the additional property tax to be paid by such lessees during the remaining period of the Pre-existing Lease. This credit, commonly referred to as the "tax advantage", is shown on Exhibit D for each affected lot. This credit was extended by Lessor to Current Lessees as consideration for entering into this Lease. As a consideration in its approval of this Lease, the California State Lands Commission required Lessor to credit its State supervised Tidelands Trust Fund by an amount equivalent to the tax advantage derived from those lots in Beacon Bay comprising tidelands. This amount is shown on Exhibit D for each affected lot comprising tidelands. Accordingly, Lessor has unilaterally agreed to annually calculate the amount of such tax advantage derived from the 0 tidelands parcels in Beacon Bay and to credit an equivalent amount as revenue to the State supervised Tidelands Trust Fund. This provision is included in this Lease to acknowledge the agreement of Lessor with the California State Lands Commission, and does not affect the rights and obligations of Lessor or Lessee under this Lease. 4. TRANSFERS. A. Conditions Precedent to Transfer. Lessee may transfer this Lease subject to the prior written consent of Lessor, which consent shall not be unreasonably withheld, delayed or conditioned. Lessor shall consent to any transfer when Lessee and the proposed transferee have complied with the following: (1) Lessee shall furnish Lessor with executed copies of each and every document used to effect the transfer. (2) Lessee or the proposed transferee shall pay to Lessor a transfer fee of one hundred dollars ($100.00); (3) Lessee shall execute a "Termination of Leasehold Interest" for recordation; and (4) The proposed transferee shall execute a new lease and execute a "Memorandum of Lease" for recordation, which lease shall be identical to this Lease and have a term equal to the remaining term of this Lease at the time of the transfer. B. Transfer Information. The parties to any non-exempt transfer of this Lease shall provide Lessor with all information relevant to a determination of the total consideration paid for the transfer, as well as all documents which are relevant to the total consideration paid for the transfer. Lessee and the proposed transferee shall provide this information not later than forty- five (45) days prior to the proposed effective date of the transfer of this Lease. Lessor shall have the right, at its sole discretion, to commission an appraisal of the fair market value of this Lease and improvements thereon as of the date of transfer. Any such appraisal shall be completed not later than thirty (30) days after receipt by Lessor of the aforementioned information from the Lessee. If the value determined by the appraiser commissioned by Lessor exceeds the stated total consideration to be paid based on the information received from the Lessee by more than ten percent (10%), Lessor shall so notify the Lessee and provide Lessee with a full copy of such appraisal report, and said value shall be deemed the Actual Sales Value for purposes of calculating Average Actual Sales Value Rent and rental payments unless within fifteen (15) days after receiving such notice and the report the Lessee notifies Lessor that Lessee elects to cause an appraisal of the fair market value of this Lease and improvements thereon as of the date of transfer to be conducted by an independent appraiser. In such event, Lessee cause such appraisal to be completed no later than thirty (30) days after the notice to Lessor and shall provide Lessor with a full copy of the appraisal upon completion. The Actual Sales Value for purposes of calculating Average Actual Sales Value Rent and rental payments shall be the greater of (i) the stated consideration for the transfer, or (ii) the average of the two appraisals. Any appraisal commissioned by Lessor or Lessee under this Paragraph 4.13 shall be conducted by an MAI appraiser licensed to conduct business in the State of California and experienced in residential appraisals in Southern California. C. Exempt Transfer Information. Lessor's consent is not required for the "exempt transfers" referenced in Paragraph 3.B(3); provided, however, Lessee shall furnish Lessor with copies of all documents used to effect any exempt transfer. D. Audit of Subleases. It is the intent of the parties that transfers referred to in Section 3.B(3)(e) shall only be exempt from the further provisions of Paragraph 3.13 (in respect of rental adjustments) if such subleases are not substantially equivalent to, do not have substantially the same economic effect as, or are intended to disguise, a transfer by the then Lessee of all or substantially all of his/her interest in this Lease to the putative sublessee. Lessor shall at all times have the right, upon written request to the Lessee, to receive copies of all written agreements, and to be advised in full of all oral agreements, between the Lessee and any sublessee of the Leased Land. Any purported sublease of the premises which is determined to be substantially equivalent to, or have substantially the same economic effect as, or is intended to disguise, a transfer by the then Lessee of all or substantially all of his/her interest in this Lease to the putative sublessee shall be void and of no force or effect, and such attempted or purported sublease shall, at the option of Lessor, (i) be an event of default by the Lessee under this Lease, or (ii) permit Lessor to treat such sublease as a transfer of this Lease subject to the provisions of Section 3.13. ENCUMBRANCES. A. Right to Encumber. Lessee may encumber this Lease by deed of trust, mortgage, or similar instrument, in favor of any bona fide lender ("Lender") in a bona fide loan transaction for any purpose without the consent of Lessor. To determine whether a loan is a bona fide lending transaction, and not an arrangement for transfer of the possession or title to the Premises to the putative lender, Lessee and the lender agree to provide Lessor with all documentation executed between Lessee and the lender concerning the loan upon request of Lessor. Neither Lessee nor Lessor shall have the power to encumber Lessor's interest in the Leased Land. Any encumbrance shall be subject to all covenants, conditions and restrictions in this Lease and to all rights and interests of Lessor except as otherwise expressly provided in this Lease. Lessee shall give Lessor prior written notice of any encumbrance. B. Notice to Lender. Lessor shall have no obligation to give any Lender any written notice pursuant to this Lease unless the Lender has given Lessor written notice of its name, address, and nature of encumbrance ("Complying Lender") . Lessor shall give all Complying Lenders a copy of any written notice of default, notice of termination or other notice which may affect Lessee's rights under this Lease. Notice shall be deemed given by Lessor to Lender five (5) days following deposit in the United States mail, certified and return receipt requested, postage prepaid, and sent to Lender at the address furnished in writing by Lender. C. Modification. Lessor and Lessee agree that they will not modify, surrender or cancel this Lease by mutual agreement without the prior written consent of Lender. D. Rights of Lender. Any Lender holding or the beneficiary of a security interest or lien on this Lease and the leasehold estate created hereby shall have the right, during the term of the Lease, to: (1) perform any act required of Lessee pursuant to this Lease; (2) transfer this Lease to the purchaser at any foreclosure sale, the assignee in the event of an assignment in lieu of foreclosure, or to acquire the interest of Lessee pursuant to foreclosure or assignment and thereafter transfer this Lease to the Lender's successor. Lender shall have no right to transfer this Lease unless and until Lender has cured all defaults requiring the payment or expenditure of money by Lessee. E. Right of Lender to Cure Default. Lessor shall give written notice of any default or breach of this Lease by Lessee to Lender and afford Lender the opportunity, after notice, to: (1) cure the breach or default within ten (10) days after expiration of the time period granted to Lessee for curing the default if the default can be cured by payment of money; (2) cure the breach or default within thirty (30) days after expiration of the time period granted to Lessee for curing the default when the breach or default can be cured within that period of time; or (3) cure the breach or default in a reasonable time when something other than money is required to cure the breach or default and cannot be performed within thirty (30) days after expiration of the time period granted to Lessee for curing the default, provided the acts necessary to cure the breach are commenced within thirty (30) days and thereafter diligently pursued to completion by Lender. E:3 F. Foreclosure in Lieu of Cure. Lender may forestall termination of this Lease for a default or breach by Lessee by commencing foreclosure proceedings subject to strict compliance with the following: (1) proceedings are commenced within thirty (30) days after the later of (i) expiration of the time period granted to Lessee for curing the default, or (ii) service on Lender of the notice describing the breach or default; (2) the proceedings are diligently pursued to completion in the manner authorized by law; and (3) Lender performs all of the terms, covenants and conditions of this Lease requiring the payment or expenditure of money by Lessee until the proceedings are complete or are discharged by redemption, satisfaction, payment or conveyance of this Lease to Lender. G. New Lease. Notwithstanding any other provision of this Lease, should this Lease terminate or be terminated because of any default or breach by Lessee, Lessor shall enter into a new lease with Lender as lessee provided: (1) the written request for the new lease is served on Lessor by Lender within thirty (30) days after the termination of this Lease. (2) the new lease contains the same terms and conditions as this Lease except for those which have already been fulfilled or are no longer applicable. (3) on execution of the new lease by Lessor, Lender shall pay any and all sums that would be due upon execution of the new lease, but for its termination, and shall fully remedy, or agree in writing to remedy, any other default or breach committed by Lessee that can reasonably be remedied by Lender. (4) Lender shall, upon execution of the new lease, pay all reasonable costs and expenses (including attorney's fees) incurred in terminating this Lease, recovering possession of the premises from Lessee, in preparing the new lease. H. Miscellaneous. The following provisions shall apply to Lessor, Lessee and any Lender: (1) Any Lender shall be liable to perform the obligations of the Lessee under this Lease only so long as the Lender holds title to this Lease; (2) Lessee shall, within ten (10) days after the recordation of any trust deed or other security instrument, record, at Lessee's sole expense, Lessor's written request for a copy of any notice of default and/or notice of sale under any deed of trust as provided by state law. 6. USE AND MAINTENANCE. A. Use of Leased Land. The Leased Land shall be solely for residential purposes. Lessee may demolish, construct, remodel, reconstruct and maintain structures on the Leased Land for residential purposes so long as the structures and construction are authorized by appropriate City permit and fully comply with all City ordinances, resolutions, regulations, policies, and plans. Lessee shall also obtain permission to construct and/or maintain structures from the California Coastal Commission and any other state agency if required by law. B. Maintenance of Improvements. Lessor shall not be required to make any changes, alterations, additions, improvements, or repairs in on or about all or part of the Premises. Lessee shall, at all times during the term of this Lease and without any cost or expense to Lessor, keep and maintain, the Premises, including, without limitation, all structures, facilities, walks, curbs, parkways and other improvements, in good order and repair and in a clean, safe, sanitary and orderly condition. Lessee shall repair or reconstruct any improvements on the Leased Land 9 following any damage or destruction thereof, unless the improvements are being destroyed in conjunction with remodeling or reconstruction and Lessor has consented, in writing, to the damage or destruction. Lessee shall cause to be constructed, maintained and repaired all utilities, pipes, walls, sewers, drains, and other improvements on the Premises to the extent required by law or as necessary to maintain the improvement in good order and repair and safe and sanitary condition. C. Compliance with Laws. Lessee shall make, or cause to be made, any additions, alterations or repairs to any structure or improvement on the Premises which may be required by, and Lessee shall otherwise observe and comply with, any law, statute, ordinance, plan, resolution or policy applicable to the Premises. Lessee shall indemnify, defend and hold Lessor harmless from and against any loss, liability, action, claim or damage, arising out of, or in any way related, to Lessee's failure to comply with, and perform pursuant to, provisions of this subparagraph C. All repairs, additions, and alterations to the structures or improvements on the Premises shall conform to all applicable laws, ordinances, regulations, plans, policies and resolutions and all work shall be performed with reasonable diligence, completed within a reasonable time, and performed at the sole cost and expense of Lessee. D. As Is Condition of Premises. Lessee expressly accepts the Premises "as is" and acknowledges that Lessor has made no representations or warranties as to the suitability of the property or any construction or improvement. Lessee shall conduct all tests necessary to determine the suitability of the property for any proposed construction or improvement, including, without limitation, the amount and extent of any fill, and related factors. Lessee expressly acknowledges that Lessor shall not be liable for any damage or loss resulting from any subsurface or soil condition in, on, or under the Premises or adjacent property. Lessee expressly acknowledges that, while the legislature of the State of California has purportedly removed the public trust restrictions on use of the Property pursuant to the Beacon Bay Bill, the Leased Land may constitute filled tidelands, and Lessor has made no representation or warranty relative to the validity of the Beacon Bay Bill or the power of the legislature of the State of California to remove public trust restrictions on tidelands through legislation. Notwithstanding the foregoing, in the event of any challenge to the right and power of Lessor to lease the Leased Land for the purposes provided in this Lease, Lessor agrees, at its sole cost and expense, to use all reasonable efforts to resist and defend against such challenge and to seek a ruling or judgment affirming and upholding the right and power of Lessor to lease the Leased Land for the purposes provided in this Lease. 7. TAXES AND UTILITIES. It is understood by Lessor and Lessee that this Lease shall give rise to a possessory interest tax obligation and that the execution of this Lease will constitute a reassessment event which may give rise to a material increase in the possessory interest tax currently payable by Lessee under the Pre-existing Lease. Lessee shall pay, before delinquent, all utility charges and any general and special taxes, assessments or other governmental charges, if any, which may be levied on the Leased Land, and/or any improvements, including, without limitation, any possessory interest tax. Any lien for unpaid utilities, taxes, assessments or charges shall not attach to the leasehold interest but only to improvements located on the Leased Land. 8. USE AND MAINTENANCE OF COMMON AREA. Lessee shall have the right to use the streets, beaches, walkways, tennis courts, docks, piers, and common landscaped areas in Beacon Bay (as depicted on Exhibit A) and which are leased to the Beacon Bay Community Association by Lessor in consideration of the maintenance thereof by such Association and rent to be paid by individual Lessees under their respective leases. 9. MAINTENANCE AND IMPROVEMENT OF INFRASTRUCTURE. Lessor has no obligation to install, improve, repair, or maintain streets, curbs, gutters, water lines, sewer lines, drainage facilities, street lighting or other facilities used by the residents of Beacon Bay (Infrastructure). Notwithstanding Section 8 above, Lessor reserves the right, after a five (5) year period following the Effective Date and upon approval by the Lessees representing a majority of the lots in Beacon Bay, to improve and maintain streets, curbs, gutters, water lines, sewer lines', drainage facilities, 10 street lighting, telephone and electricity lines and other Infrastructure facilities in Beacon Bay at its initial cost and to assess Lessee for a pro rata share of such costs, and to collect such costs from Lessee in the form of rent over the remaining term of this Lease. 10. COMMUNITY ASSOCIATION. A. Membership in Association. As a material part of the consideration of this Lease, and as an express condition to the continuance of any of the rights of Lessee pursuant to this Agreement, Lessee agrees to become, and during the term of this Lease to remain, a member in good standing of the Beacon Bay Community Association. B. Compliance with Rules and Regulations. Lessee agrees to abide by the Articles of Incorporation, bylaws, and all rules and regulations of the Association, and to pay to the Association, before delinquency, all valid dues, fees, assessments and other charges properly levied or assessed by the Association. Lessee's failure to comply with the provisions of Paragraph A and this Paragraph B shall constitute a material breach of this Lease. C. Lessor Maintenance of Common Areas. In addition to the rights reserved to Lessor pursuant to the provisions of Section 9, if the Community Association fails or ceases to maintain community facilities, Lessor may, at its option and without obligation, assume the obligations of the Community Association to maintain, repair, install or improve community facilities. In such event, Lessee shall pay a pro rata share of Lessor's reasonable expenses in maintaining and operating the community facilities, including a reasonable management fee or the fee charged by a management agent. Lessee's pro rata share shall be determined by dividing Lessor's costs by the number of residential lots within Beacon Bay (currently seventy-two lots) . Lessee's pro rata share of the annual costs incurred by Lessor shall be paid within thirty (30) days after written notice of the amount due, and any failure to pay shall constitute a material breach of this Lease. The costs of maintaining and operating community facilities shall be determined annually and solely from the financial records of Lessor. 11. COVENANTS, CONDITIONS AND RESTRICTIONS. Lessee agrees to abide and be bound by all covenants, conditions, restrictions and reservations as contained in Exhibit E attached hereto and incorporated herein by this reference. Said covenants, conditions and restrictions shall run with the Leased Land and shall be binding on Lessee and Lessee's successors in interest. ilE�l��=1u� 1►Ir�[�i[�7� Lessee shall indemnify, defend and hold harmless Lessor, its City Council, Boards and Commissions, officers, agents, servants and employees from and against any and all actions, causes of action, obligations, costs, damages, losses, claims, liabilities and demands of any nature whatsoever, including reasonable attorneys' fees, regardless of the merit or outcome of any such claim or suit, arising out of, or in any way related, to the condition of the Premises, or the use or possession of the Premises by Lessee, or Lessee's employees, agents, representatives, guests or invitees, as well as any activity, work or things which may be permitted or suffered by Lessee in or on the Premises. Lessee shall indemnify, defend and hold harmless Lessor, its City Council, Boards and Commissions, officers, agents, servants and employees from and against any and all actions, causes of action, obligations, costs, damages, losses, claims, liabilities, and demands of any nature whatsoever, including reasonable attorneys' fees, accruing or resulting to any and all persons, firms or corporations furnishing or supplying work, services, materials, equipment or supplies arising from or in any manner connected to the use or possession of the Premises by Lessee or from any activity, work or things which may be permitted or suffered by Lessee in or about the Premises. Without limiting the generality of the foregoing, Lessee hereby assumes all risk of damage to property or injury to persons in or about the Premises from any cause except for damage or injury resulting from the negligence or willful, fraudulent or criminal conduct by Lessor and/or its officers, employees, agents and representatives, and Lessee hereby waives all claims in respect thereof against Lessor. 13. INSURANCE. 11 A. General Conditions. All insurance required to be carried pursuant to this Section 13 shall be obtained from reputable carriers licensed to conduct business in the State of California. Each policy required to be carried pursuant to this Section 13 shall name Lessee and Lessor as additional named insureds, and shall provide that the policy may not be surrendered, cancelled or terminated, or coverage reduced, without not less than twenty (20) days prior written notice to Lessor. B. Fire Insurance. Lessee shall, during the term of this Lease, insure all structures and improvements on the Leased Land against loss or damage by fire or other risk for residential structures. The insurance shall provide coverage to at least ninety percent (90%) of the full insurable replacement value of all improvements on the Leased Land, with the loss payable to Lessee unless this Lease is terminated by Lessor for default of Lessee in which case the proceeds of insurance shall be paid to Lessor. C. Liability Insurance. Lessee shall, at Lessee's sole cost and expense, procure and maintain during the term of this Lease, a broad form comprehensive coverage policy of public liability insurance which insures Lessee and Lessor against any loss or liability caused by, or in any way related to, the condition, for Lessee's use and occupation, of the premises in amounts not less than: (1) $500,000 per occurrence for injury to, or death of, one person; (2) $100,000 for damage to or destruction of property. 14. DEFAULT. A. Events of Default. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Lessee: (1) the abandonment of the Premises by Lessee; (2) the failure by Lessee to make any payment of rent when due if the failure continues for three (3) days after written notice has been given to Lessee. In the event that Lessor serves Lessee with a Notice to Pay Rent or Quit pursuant to applicable unlawful detainer statutes, such Notice to Pay Rent or Quit shall also constitute the notice required by this paragraph; (3) the failure by Lessee to perform any of the provisions of this Lease and any Exhibits attached hereto to be performed by Lessee, other than described in Paragraph 14.A(2) above, if the failure to perform continues for a period of thirty (30) days after written notice thereof has been given to Lessee. If the nature of Lessee's default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be in default if Lessee commences the cure within said thirty (30) day period and thereafter diligently prosecutes the cure to completion; or (4) the failure of Lessee to provide Lessor with all relevant information regarding the total consideration paid in conjunction with any transfer of this Lease; (5) the making by Lessee of any general assignment, or general arrangement for the benefit of creditors; the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement of any law relating to bankruptcy unless the same is dismissed within sixty (60) days; the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located at the Premises or of Lessee's interest in the Lease, where possession is not restored to Lessee within thirty (30) days; or the attachment, execution or other judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in the Lease, where such seizure is not discharged within thirty (30) days. Notices given under this Paragraph 14.A shall specify the alleged default and the applicable lease provisions, and shall demand that Lessee perform the provisions of this Lease or pay the rent that 12 is in arrears, as the case may be, within the applicable period of time. No such notice shall be deemed a forfeiture or a termination of this Lease unless Lessor so elects in the Notice. B. Landlord's Remedies. In the event of any default by Lessee as defined in Paragraph 14.A, Lessor may, in addition to any rights or remedies permitted by law, do the following: (1) Terminate Lessee's right to possession of the Leased Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession of the Premises to Lessor. In such event, Lessor shall be entitled to recover from Lessee all amounts to which Lessor is entitled pursuant to Section 1951.2 of the California Civil Code, or any other provision of law, including, without limitation, the following: (a) The worth at the time of award of the amount by which the unpaid rent and additional rent for the balance of the term after the time of award exceeds the amount of the loss than Lessee proves could be reasonably avoided; and (b) any other amount necessary to compensate Lessor for all detriment proximately caused by Lessee's failure to perform obligations pursuant to this Lease or which in the ordinary course of things would be likely to result from the breach, including, without limitation, the cost of recovering possession, expenses of reletting (including necessary repair, renovation and alteration) reasonable attorneys' fees, and any other reasonable costs. The "worth at the time of award" of all rental amounts other than that referred to in clause (i) above shall be computed by allowing interest at the rate of ten percent (10%) per annum from the date amounts accrue to Lessor. The worth at the time of award of the amount referred to in clause (i) shall be computed by discounting such amount at one percentage point above the discount rate of the Federal Reserve Bank of San Francisco at the time of award. (2) Without terminating or affecting the forfeiture of this Lease or, in the absence of express written notice of Lessor's election to do so, relieving Lessee of any obligation pursuant to this Lease, Lessor may, but need not, relet all or a portion of the Premises at any time, or from time to time, and on such terms and conditions as Lessor, at its sole discretion, deems appropriate. Whether or not the Premises are relet, Lessee shall pay all amounts required by this Lease up to the date that Lessor terminates Lessee's right to possession of the Premises. Lessee shall make such payments at the time specified in the Lease and Lessor need not wait until termination of the Lease to recover sums due by legal action. If Lessor relets all or a portion of the Premises, the reletting shall not relieve Lessee of any obligation pursuant to this Lease; provided, however, Lessor shall apply the rent or other proceeds actually collected by virtue of the reletting against amounts due from Lessee. Lessor may execute any agreement reletting all or a portion of the leased premises and Lessee shall have no right to collect any proceeds due Lessor by virtue of any reletting. Lessor shall not, by any reentry or reletting or other act, be deemed to: (a) Have accepted any surrender by Lessee of this Lease or the leased premises; (b) have terminated this Lease; or (c) have relieved Lessee of any obligation pursuant to this Lease unless Lessor has given Lessee express written notice of Lessor's election to do so. (3) Lessor may terminate this Lease by express written notice to Lessee of its election to do so. The termination shall not relieve Lessee of any obligation which has accrued prior to the date of termination. In the event of termination, Lessor shall be entitled to recover the amount specified in Paragraph 14.6(1). 13 C. Default By Lessor. Lessor shall not be in default unless Lessor fails to perform obligations required of Lessor within a reasonable time, but in no event later than thirty (30) days after written notice by Lessee to Lessor specifying wherein Lessor has failed to perform such obligation. If the nature of Lessor's obligation is such that more than thirty (30) days are required for performance, then Lessor shall not be in default if Lessor commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. D. Stay of Obligations. Neither party shall be under any obligation to perform or comply with its obligations pursuant to this Lease after the date of any default by the other party. E. Determination of Rental Value. In any action or unlawful detainer commenced by Lessor, the reasonable rental value of the Leased Land shall be deemed to be the amount of rent and additional rent (such as reimbursement for costs of Infrastructure improvements or the payment of taxes or assessments) for the period of the unlawful detainer, unless Lessor/Lessee shall prove to the contrary by competent evidence. F. Waiver of Rights. The failure or delay of either party to exercise any right or remedy shall not be construed as a waiver of such right or remedy or any default by the other party. Lessor's acceptance of any rent shall not be considered a waiver of any preexisting breach of default by Lessee other than the failure to pay the particular rent accepted regardless of Lessor's knowledge of the preexisting breach of default at the time rent is accepted. G. Waiver of Right of Redemption. Lessee waives any right of redemption or relief from forfeiture pursuant to Code of Civil Procedure Sections 1174 and 1179 and/or pursuant to any existing or future statutory or decisional law in the event Lessee is evicted or Lessor takes possession of the Premises by reason of Lessee's default. 15. SURRENDER OF POSSESSION UPON EXPIRATION OR TERMINATION. A. Surrender of Premises. Upon the expiration or termination of this Lease, Lessee agrees to peaceably deliver possession of, and agrees to vacate without contest, legal or otherwise, the Leased Land. Lessor, at its sole discretion, may record a document evidencing the expiration or termination of the leasehold interest. Lessee waives any right to receive relocation assistance or similar form of payment. B. Removal of Improvements. Upon the expiration of the term of this Lease, and on condition that Lessee is not then in default of any of the provisions of this Lease, Lessee shall have the right to remove from the Leased Land all buildings and improvements built or installed on the Leased Land. Removal of any building or improvement shall be at the sole cost and expense of Lessee and removal must be complete no later than ninety (90) days after expiration of the term of this Lease. Lessee shall fill all excavations and remove all foundations, debris and other parts of the buildings or improvements remaining after removal and surrender possession of the Premises to Lessor in a clean and orderly condition. In the event any of the buildings and improvements are not removed within the time provided in this Paragraph 15.13, they shall become the property of Lessor without the payment of any consideration. 16. EMINENT DOMAIN. A. Definitions of Terms. (1) The term "total taking" as used in this Section 16 shall mean the taking of the entire Premises under the power of eminent domain or the taking of so much of the Leased Land as to prevent or substantially impair the use thereof by Lessee for the residential purposes. (2) The term "partial taking" shall mean the taking of a portion only of the Premises which does not constitute a total taking as defined above. 14 (3) The term "taking" shall include a voluntary conveyance by Lessor to an agency, authority or public utility under threat of a taking under the power of eminent domain in lieu of formal proceedings. (4) The term "date of taking" shall be the date upon which title to the Premises or portion thereof passes to and vests in the condemnor. B. Effect of Taking. If, during the term hereof, there shall be a total taking or partial taking under the power of eminent domain, then the leasehold estate of the Lessee in and to the Leased Land or the portion thereof taken shall cease and terminate as of the date of taking of said Leased Land. If this Lease is so terminated in whole or in part, all rentals and other charges payable by Lessee to Lessor hereunder and attributable to the Leased Land or portion thereof taken shall be paid by Lessee up to the date of taking by the condemnor, and the parties shall thereupon be released from all further liability in relation thereto. C. Allocation of Award - Total Taking. All compensation and damages awarded for the total taking of the Premises and Lessee's leasehold interest therein shall be allocated as follows: (1) The Lessor shall be entitled to an amount equal to the sum of the following: (a) The fair market value of the Premises as improved (exclusive of the dwelling and appurtenances to such dwelling) as of the date of taking, discounted by multiplying such fair market value by the factor for the present worth of one dollar ($1.00) at nine percent (9%) per annum compound interest for the number of years remaining from the date of taking to the date of the expiration of the term of this Lease; and (b) The present worth of rents due during the period from the date of taking to the date of the expiration of the term of this Lease, computed by multiplying the annual rent then payable by the factor for the present worth of one dollar ($1.00) per annum at nine percent (9%) per annum compound interest (Inwood Coefficient) for the number of years in such period. (2) The Lessee shall be entitled to the amount remaining of the total award after deducting therefrom the sums to be paid to Lessor as hereinafter provided. D. Allocation of Award - Partial Taking. All compensation and damages awarded for the taking of a portion of the Leased Premises shall be allocated and divided as follows: (1) The Lessor shall be entitled to an amount equal to the sum of the following: (a) The proportionate reduction of the fair market value of the Premises as improved (exclusive of the dwelling and appurtenances to such dwelling) as of the date of taking, discounted by multiplying such proportionate reduction in fair market value by the factor for the present worth of one dollar ($1.00) at nine percent (9%) per annum compound interest for the number of years remaining from the date of taking to the date of expiration of the term of this Lease; and (b) The present worth of the amount by which the rent is reduced computed by multiplying the amount by which the annual rent is reduced by the factor for the present worth of $1.00 per annum at 9% per annum compound interest (Inwood Coefficient) for the number of years remaining from the date of taking to the date of expiration of the term of this Lease. (2) The Lessee shall be entitled to the amount remaining of the total award after deducting therefrom the sums to be paid to Lessor as hereinabove provided. E. Reduction of Rent on Partial Taking. In the event of a partial taking, the rent payable by Lessee hereunder shall be adjusted from the date of taking to the date of the expiration of the term of this Lease. Such rental adjustment will be made by reducing the basic rental payable by 15 Lessee in the ratio that the Fair Market Rental Value of the Premises at the date of taking bears to the Fair Market Rental Value of the Premises immediately thereafter. 17. ATTORNEYS' FEES. Should either party be required to employ counsel to enforce the terms, conditions and covenants of this Lease, the prevailing party shall recover all reasonable attorneys' fees and charges (and court costs if applicable) incurred therein, whether or not court proceedings were commenced. 18. REMEDIES CUMULATIVE. The rights, powers, elections and remedies of the Lessor or Lessee contained in this Lease shall be construed as cumulative and no one of them shall be considered exclusive of the other or exclusive of any rights or remedies allowed by law, and the exercise of one or more rights, powers, elections or remedies shall not impair or be deemed a waiver of Lessor's or Lessee's rights to exercise any other. 19. NO WAIVER. No delay or omission of either party to exercise any right or power arising from any omission, neglect or default of the other party shall impair any such right or power or shall be construed as a waiver of any such omission, neglect or default on the part of the other party or any acquiescence therein. No waiver of any breach of any of the terms, covenants, agreements, restrictions or conditions of this Lease shall be construed as a waiver of any succeeding breach of the same or of any of the terms, covenants, agreements, restrictions or conditions of this Lease. 20. COMPLIANCE WITH LAWS. Lessee covenants and agrees to comply with all rules, regulations, statutes, ordinances and laws of the State of California, County of Orange, City of Newport Beach, or any other governmental body or agency having lawful jurisdiction over the Leased Land. Any notice or notices provided for by this Lease or by law, to be given or served by Lessee, may be given or served by mail, registered or certified, with postage prepaid, on the City of Newport Beach, addressed to the Mayor, City Manager, or City Clerk, 3300 Newport Boulevard, P.O. Box 1768, Newport Beach, California 92659-1768, or at such other address as may be hereafter furnished to Lessee in writing. If notice is intended to be served by Lessor on Lessee, it may be served either: A. By delivering a copy to the Lessee personally; or B. By depositing the Notice in the United States Mail, registered or certified, with postage prepaid, to the residence or business address furnished by Lessee; or C. If the Lessee is absent from the Leased Land by leaving a copy with some person of suitable age and discretion who may be occupying the Leased Land; or D. If no one can be found, then by affixing a copy of the notice in a conspicuous place on the Premises and also sending a copy through the mail addressed to the Lessee. Such service upon Lessor or Lessee shall be deemed complete upon the earlier of (i) actual delivery, or (ii) the expiration of seventy-two (72) hours from and after the deposit in the United States mail of such notice, demand or communication. 22. HOLDING OVER. This Lease shall terminate and become null and void without further notice upon the expiration of the term of this Lease. Any holding over by Lessee after expiration of the term shall not constitute a renewal of this Lease or give Lessee any rights in or to the Premises except as expressly provided in this Section. The 16 parties agree this Lease cannot be renewed, extended, or in any manner modified except in a writing signed by all parties. However, if Lessee, or anyone claiming under Lessee, shall remain in possession of the Premises after expiration of the term of this Lease without any agreement in writing between the parties and Lessor accepts rent from Lessee, then Lessee shall be deemed a tenant from month-to-month subject to the provisions of this Lease insofar as they may be applicable to a month-to-month tendency. The month-to-month tendency may be terminated by Lessor or Lessee upon thirty (30) days' prior written notice to the other. 23. QUIET ENJOYMENT. Lessor covenants and agrees that Lessee, upon paying the rent set forth herein and observing and keeping all covenants and agreements to be observed or kept by Lessor hereunder, shall quietly have and enjoy the Leased Land during the term of this Lease without hindrance or molestation by anyone claiming by or through Lessor. 24. SEVERABILITY. If any term or provision of this Lease shall, to any extent be invalid or unenforceable, the remainder of this Lease shall not be affected thereby, and each term and provision of this Lease shall remain valid and enforceable to the fullest extent permitted by law. 25. MISCELLANEOUS. A. Representations. Lessee agrees that no representations as to the Premises have been made by Lessor or by any person or agent acting for Lessor. Lessor and Lessee agrees and acknowledges that this document contains the entire agreement of the parties, that there are no verbal agreements" representations, warranties or other understandings affecting this agreement, and Lessor and Lessee, as a material part of the consideration of this Lease, waives all claims against the other for recision, damages, or otherwise by reason of any alleged covenant, agreement or understanding not contained in this Lease. 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 Lessee and apply to and bind Lessor and Lessee, as the case may be, their respective heirs, legatees, devisees, executors and administrators, successors, assigns, licensees, permittees, or any person who may come into possession or occupancy of said Leased Land or any part thereof in any manner whatsoever. Nothing in this paragraph shall in any way alter the provisions herein contained against assignment or subletting. C. Joint Several Liability. If Lessee consists of more than one person, the covenants, obligations and liabilities of Lessee pursuant to this Lease shall be the joint and several covenants, obligations and liabilities of such persons. D. Captions. The section and paragraph captions used in this Lease are for the convenience of the parties and shall not be considered in the construction or interpretation of any provision. E. Gender. In this Lease, the masculine gender includes the feminine and neuter and the singular number includes the plural whenever the context so requires. 17 IN WITNESS WHEREOF, the parties have caused this Lease to be executed as of the date first above written. ATTEST: a I I APPROVED AS TO FORM: CITY ATTORNEY LESSOR: CITY OF NEWPORT BEACH, By: ("A I Titl ITY MANAGER LESSEE: Z' S. ROGElkS.YYETT 18 5A d 3Nd dD r Z 7 At41 a /// 4►•all 1t �-•^`' �- � s AA, cp •lO ^ �°L 7'�C' 1 + ��D' \ � C(j � �� � ted' p• N�o� Coo 4 o � 1`G ,� r tinn `� "�• �'g- \ N P 4p P 3�iCl jo \il N _Z SS (FpQ p° Q' V pe __ l 41 D "go 6 ilo o Q ,k 't �. fG: .tE •`e � `" � s R j� R 1p[f .ici• f �" �f_ it op. 140: Cl is �rl'n� p0' rzr x off^ o,.r ,r;,.will Q � m ttf s. N°1 a �pD O°oo �o .pts / �!°�• " ri�l� ct� f 1 m rtf' g 1 m '.r5s`sem 33 N/i�'30 Stc - Exhibit A EXHIBIT B Beacon Bay Lot 54 described as follows: Lot 54 as shown on the map filed in Book 9, Pages 42 and 43 of Record of Surveys in the Office of the County Recorder, County of Orange, State of California. SUNSIARY OF SALIENT FACTS AND CONCLUSIONS - continued SUNT -MARY OF VALUE INDICATIONS: Existing (Ist year) Unencumbered, Fair Market Contract Effective Lot No. Fee Lot Value Rental Value Rent Net Rent Water Front Lots A $1,330,000 $48,520 $23,125.08 $31,940.00 B $1,200,000 $43,320 $12,506.85 $22,270.00 C $1,031,000 $37,560 $16,625.04 $22,480.00 1 $947,000 $34,200 $8,020.80 $15,030.00 2 $1,131,000 $41,640 $8,825.40 $17,950.00 3 $1,263,000 $46,920 $24,250.08 $31,560.00 4 $1,318,000 $49,120 $10,458.96 $21,260.00 5 $1,341,000 $50,120 $20,012.04 $28,840.00 6 $1,386,000 $51,680 $25,000.00 $34,260.00 7 $1,210,000 $44,800 $24,999.96 $31,870.00 8 $1,177,000 $43,480 $43,750.00 $43,480.00 9 $1,298,000 $47,840 $42,500.04 $44,350.00 10 $1,342,000 $49,600 $24,999.96 $33,540.00 11 $1,122,000 $41,280 $9,020.52 $17,020.00 IV 12 $1,100,000 $40,400 $14,250.00 $22,190.00 13 $1,100,000 $40,400 $23,625.00 $29,450.00 14 $1,243,000 $45,640 $10,312.56 $19,690.00 15 $1,265,000 $46,520 $10,836.47 $20,240.00 16 $1,067,000 $39,080 $8,508.48 $16,480.00 17 $1,067,000 $39,080 $16,250.04 $21,750.00 18 $1,067,000 $39,080 $8,508.48 $16,480.00 19 $1,243,000 $45,640 $10,020.02 $19,500.00 20 $1,147,000 $42,320 $8,727.84 $17,910.00 21 $1,058,000 $38,760 $20,224.50 $26,660.00 22 $1,036,000 $37,880 $41,250.00 $37,880.00 ES 1 $1,037,000 $37,880 $28,749.96 $31,920.00 ES 2 $1,037,000 $37,880 $24,625.00 $29,220.00 Subtotals: $31,563,000 $1,160,640 $519,983.08 $705,220.00 Exhibit C - Page 1 SUI\IIv Y OF SALIENT FACTS AND CONCLUSIONS - continued -v Lot No Interior Lots 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 Unencumbered Fair Market Fee Lot Value Rental Value $478,000 $501,000 $509,000 $511,000 $519,000 $542,000 $518,000 $510,000 $517,000 $520,000 $528,000 $589,000 $559,000 $548,000 $517,000 $520,000 $528,000 $588,000 $513,000 $548,000 $556,000 $558,000 $565,000 $588,000 $539,000 $551,000 $520,000 $523,000 $520,000 $528,000 $588,000 $530,000 $559,000 $567,000 $546,000 $528,000 $525,000 $533,000 $14,487 $15,237 $15,537 $15,612 $15,912 $16,775 $15,650 $15,462 $15,725 $15,837 $16,137 $18,200 $17,000 $16,662 $15,725 $15,837 $16,137 $18,162 $15,500 $16,662 $16,962 $17,037 $17,300 $18,162 $16,475 $16,775 $15,837 $15,950 $15,837 $16,137 $18,162 $15,987 $17,075 $17,375 $16,737 $16,137 $16,025 $16,325 Existing (1st year) Contract Effective Rent Net Rent $2,782.32 $6,297.00 $6,125.04 $8,897.00 $3,399.12 $6,977.00 $3,417.72 $6,942.00 $3,436.44 $7,102.00 $4,137.72 $7,785.00 $15,375.00 $15,470.00 $3,551.16 $7,102.00 $8,750.00 $10,515.00 $3,588.48 $7,217.00 $3,607.08 $7,307.00 $4,454.64 $8,490.00 $3,776.28 $7,780.00 $3,795.00 $7,672.00 $14,625.00 $15,005.00 $3,780.36 $7,967.00 $9,125.04 $11,557.00 $11,133.60 $13,572.00 $3,719.64 $7,300.00 $3,795.00 $7,672.00 $11,250.00 $13,232.00 $3,832.20 $7,787.00 $4,056.84 $7,990.00 $4,454.64 $8,492.00 $3,459.36 $7,365.00 $6,249.96 $9,305.00 $3,551.16 $7,197.00 $3,569.76 $7,240.00 $3,780.36 $7,857.00 $12,750.00 $13,927.00 $4,479.00 $8,492.00 $3,344.88 $7,227.00 $10,625.04 $12,865.00 $3,603.96 $7,915.00 $3,551.16 $7,427.00 $6,750.00 $10,007.00 $10,125.00 $12,175.00 $3,533.88 $7,315.00 Exhibit C - Page 2 SUh,I]\IARY OF SALIENT FACTS AND CONCLUSIONS - continued Exhibit C - Page 3 Existing (Istyear) Unencumbered Fair Market Contract Effective Lot No. Fee Lot Valu4 Rental Value Rent Net Rent Interior Lots - continued 61 $588,000 $18,162 $4,436.16 $8,482.00 ES 3 $474,000 $14,225 $8,750.04 $10,325.00 ES 4 $467,000 $13,962 $3,021.96 $6,322.00 ES 5 $470,000 $14,075 $10,000.08 $11,415.00 ES 6 $468,000 $14,000 $2,982.96 $6,310.00 ES 7 $461,000 $13,737 $2,966.04 $6,057.00 ES 8 $471,000 $13,925 $3,118.08 $6,455.00 Subtotal Int.: $23,786,000 $724,637 $254,617.16 $397,807.00 Subtotal W.F.: $31,563,000 $1,160,640 $519,983.08 $705,220.00 Grand Totals: $55,349,000 $1,885,277 $774,600.24 $1,103,027.00 Exhibit C - Page 3 Distribution of Rents and Tax Advantage between Tidelands and Uplands* Beacon Bay 6'6/94 - Page 1 Exhibit D - Page 1 (Ist year) Proportionate Proportionate Annual Amort. Tidelands Effective % % Rent Rent of PV of Tax Tax Lot No. Net Rent Tidelands Uplands Tidelands Uplands Advantage Advantage 7aterfront Lots s A $31,940.00 100% 0170 $31,940 $0 $0 $0 B $22,270.00 100% 0% $22,270 $0 $930 $930 C $22,480.00 100% 0170 $22,480 $0 $1,410 $1,410 1 $15,030.00 100% 0170 $15,030 $0 $2,080 $2,080 2 $17,950.00 100% 0170 $17,950 $0 $2,260 $2,260 3 $31,560.00 100% 0% $31,560 $0 • $560 $560 4 $21,260.00 100% 00/0 $21,260 $0 $2,610 $2,610 5 $28,840.00 100% 090 $28,840 $0 $1,620 $1,620 6 $34,260.00 1000/0 0% $34,260 $0 $0 $0 7 $31,870.00 9517o 5% $30,276 $1,594 $0 $0 8 $43,480.00 50% 50% $21,740 $21,740 $0 $0 9 $44,350.00 517o 95% $2,217 $42,132 $0 $0 10 $33,540.00 0% 10070 $0 $33,540 $0 $0 11 $17,020.00 0% 100% $0 $17,020 $3,200 $0 12 $22,190.00 0% 100% $0 $22,190 $1,130 $0 13 $29,450.00 017C, 1001-70 $0 $29,450 $0 $0 14 $19,690.00 0% 100% $0 $19,690 $2,880 $0 15 $20,240.00 20% 80% $4,048 $16,192 $2,980 $596 16 $16,480.00 950/c 5170 $15,656 $824 $2,640 $2,508 17 $21,750.00 1000/0 0% $21,750 $0 $2,420 $2,420 18 $16,480.00 100% 0170 $16,480 $0 $2,640 $2,640 19 $19,500.00 100% 0170 $19,500 $0 $2,880 $2,880 20 $17,910.00 100% 0% $17,910 $0 $2,470 $2,470 21 $26,660.00 10017o 0%C $26,660 $0 $0 $0 22 $37,880.00 10070 0% $37,880 $0 $0 $0 ES 1 $31,920.00 100% 0% $31,920 $0 $0 $0 ES 2 $29,220.00 10070 0olrl� $29,220 $0 $0 $0 Vater -front subtotal: $705,220.00 $500,848 $204,372 $34,710 $24,984 Beacon Bay 6'6/94 - Page 1 Exhibit D - Page 1 Distribution of Rents and Tax Advantage between Tidelands and Uplands* Beacon Bay 616/94 -Page 2 Exhibit D -Page 2 (1st year) Proportionate Proportionate Annual Amort. Tidelands Effective % % Rent Rent of PV of Tax Tax Lot No. Net Rent Tidelands Uplands Tidelands Uplands Advantage Advantage iterior Lots ' 23 $6,297.00 0% 100% $0 $6,297 $550 $0 24 $8,897.00 0% 100% $0 $8,897 $390 $0 25 $6,977.00 517c 95% $349 $6,628 $630 $31 26 $6,942.00 99% 1% $6,873 $69 $710 $703 27 $7,102.00 100% 0% $7,102 $0 $660 $660 28 $7,785.00 100% 0% $7,785 $0 $740 $740 29 $15,470.00 0% 100% $0 $15,470 $0 $0 30 $7,102.00 0% 100% $0 $7,102 $580 $0 31 $10,515.00 30% 70% $3,154 $7,361 $660 $198 32 $7,217.00 100% 0% $7,217 $0 $620 $620 33 $7,307.00 100% 0% $7,307 $0 $650 $650 34 $8,490.00 100% 0% $8,490 $0 $730 $730 35 $7,780.00 0% 100% $0 $7,780 $580 $0 36 $7,672.00 0% 10090 $0 $7,672 $590 $0 37 $15,005.00 5% 95% $750 $14,255 $0 $0 38 $7,967.00 99% 1% $7,887 $80 $0 $0 39 v $11,557.00 100% 0% $11,557 $0 $0 $0 40 $13,572.00 100% 0% $13,572 $0 $0 $0 41 $7,300.00 0% 100% $0 $7,300 $510 $0 42 $7,672.00 0% 100% $0 $7,672 $590 $0 43 $13,23`2.00 0% 100% $0 $13,232 $0 $0 44 $7,787.00 0% 100% $0 $7,787 $630 $0 45 $7,990.00 15% 85% $1,198 $6,792 $660 $99 46 $8,492.00 0% 100% $0 $8,492 $720 $0 47 $7,365.00 0% 100% $0 $7,365 $610 $0 48 $9,305.00 0% 100% $0 $9,305 $600 $0 49 $7,197.00 0170 100% $0 $7,197 $620 $0 50 $7,240.00 0% 100% $0 $7,240 $630 $0 51 $7,857.00 0% 100% $0 $7,857 $110 $0 52 $13,927.00 0% 1009or $0 $13,927 $0 $0 53 $8,492.00 00/0 100% $0 $8,492 $730 $0 54 $7,227.00 0% 100% $0 $7,227 $500 $0 55 $12,865.00 0% 100% $0 $12,865 $0 $0 56 $7,915.00 0% 100% $0 $7,915 $470 $0 57 $7,427.00 0% 100% $0 $7,427 $700 $0 58 $10,007.00 0% 100% $0 $10,007 $0 $0 59 $12,175.00 0% 100% $0 $12,175 $0 $0 60 $7,315.00 0% 1009or $0 $7,315 $660 $0 Beacon Bay 616/94 -Page 2 Exhibit D -Page 2 Distribution of Rents and Tax Advantage between Tidelands and Uplands* fective Net Rents consider tax advantage. Discount rate for present value of annual anlage is 601c. Rate for arnprtization of advantage is 7%. Rent and advantage ;ores are from 10/8/93 appraisal. Lots 3, 7, and 21 have been adjusted for new contract rent real estate taxes. Beacon Bay 6516'94 -Page 3 Exhibit D - Page 3 (1st year) Proportionate Proportionate Annual Amort. Tidelands Effective % % Rent Rent of PV of Tax Tax Lot No. Net Rent Tidelands Uplands Tidelands Uplands Advantage Advantage terior Lots - continued s 61 $8,482.00 0% 10090 $0 $8,482 $720 $0 ES 3 $10,325.00 100% 0% $10,325 $0 $320 $320 ES 4 $6,322.00 10070 0% $6,322 $0 $500 $500 ES 5 $11,415.00 85% 15% $9,703 $1,712 $0 $0 ES 6 $6,310.00 0% 10090 $0 $6,310 $500 $0 ES 7 $6,057.00 0% 100% $0 $6,057 '$650 $0 ES 8 $6,455.00 0% 100% $0 $6,455 $410 $0 terior Lots etotal: $397,807.00 $109,592 $288,215 $19,930 $5,251 Waterfront $705,220.00 $500,848 $204,372 $34,710 $24,984 -and Total: $1,103,027.00 $610,440 $492,587 $54,640 $30,235 :)f Total: 100% 55% 45% 100% 55% V . fective Net Rents consider tax advantage. Discount rate for present value of annual anlage is 601c. Rate for arnprtization of advantage is 7%. Rent and advantage ;ores are from 10/8/93 appraisal. Lots 3, 7, and 21 have been adjusted for new contract rent real estate taxes. Beacon Bay 6516'94 -Page 3 Exhibit D - Page 3 DECLARkTION OF COVENANTS, CONDITIONS AND RESTRICTIONS BEACON BAY CO1Lh1UNITY ASSOCIATION Table of Contents Article Page I DEFINITIONS 2 1 - Architectural Committee 2 2 - Articles and Bvlaws 2 3 - Assessments 2 4 - Association 3 5 - Association Rules 3 6 - Board 3 7 - City 3 8 - Common Expenses 3 9 - Common Area 4 10- Covered Property 4 2.1- Declarant 4 12- Exhibit 4 13- Member 4 14- Lessee 4 15- Residence 4 16- Setback 5 II M=--,DERSHIP 5 1 - Membership 5 2 - Transfer 5 3 - Voting Rights 5 4 - Classes of Voting membership 5 5 - Approval of Members 5 III COVENANT FOR MAINTENANCE ASSESSMENTS 6 1 - Creation of the Lien and Personal Obligation of Assessments 6 2 - Purpose of Assessments 6 3 - Regular Assessments 6 4 - Uniform Assessment 6 5 - Special Assessments 6 6 - No Offsets 6 7 - Reserves 7 IV \O PAYMENT OF ASSESSMENTS 7 l - Delinquency 7 - Notice of Lien 8 3 - Foreclosure Sale 8 (i) Exhibit E LT T LT saseaTgnS --T LT ST2Toj770 70 I;jjTgeiTuoN -;T 9j queuano0 [�?uoszad -IT 9T uozgeleToaQ 90 43a7z3 T 9T saoigoN - 6 9T saa,3 , s7@ujog4v - g ST T2anjd sapnToul IeTnLuTS - L ST butpeaH - g ST uzas, :pueri aqq ggTM and oq squsuanOO - S ST �4TItge3GAGS - ST satpauiad aAtg2Tnuun3 - E ST zaAzeM ON - Z �T quauuaolo;uS �T SNOISIA02id rlVldSN=O X �T asn 70 ZaAz2M - £ �T asn 70 uoTgebaTaQ - Z £T quauuloCuS 7o gg6T�j ,ssagLuaw - T ET ZIEWhOfNS 3O SIHDId XI £T £T £T £T ZT ZT ZT ZT ZT ZT OT OT 0T 6 6 6 6 9 @poo aTozgaA 21UIOJTTeo - S s-teuizuv - aou2sznN - £ subtS - Z asfl jetO:'auu:OO SNOI,L0IELSE'd SSO IIIA satgiTTgfl o?Tgnd .7o aou2uaguZ2W - Z eassa7 kq aoupuaqurew pue zzed@E - Z uotg2zooss,y ,�q aou2ua4uT'eW pue IT2dad - T 7-ONVN21NIVW QNV uivd2u IIA sajng uotg2toossv - t, uouOtg2ioossv aqg go slaMod jejaua0 - E uotg2iooss-v aqq go sazgnQ Telaua O - Z saaMod pup sazgnQ Telaua0 - T NOILVI30SS`d SHS, 30 S2iSMOd CNV SSIWnQ supTd Jo 12Aozdd'i JO; �gTjTq'2TjUON - t, sueTd go IgTmlojuoo pua T2Aoaddy - E SUOTSTAOad T2zaUF;D - Z aa;gTwuuo0 T2sngoagtqo�� 7o quauuquzoddv - T goNZNOO gV'dnZ031IH32lV gTne;aQ 7o SuzanO - S suaTQ a6p6gaow qq?M digsuOTg2TGE - IA A DECE ARA T! ON OF COVENANTS, CONDITIONS AND RESTRICTIONIS BEACON BAY COM-MUNITY ASSOCIATION ORANGE COUNTY, CALIFORNIA THIS DECLARATION is made this day of by the City of Newport Beach a chartered municipal corporation. Said corporation, its successors and assigns, shall hereafter be referred to as "Declarant." R E C I T A L S A. Declarant is the fee owner of the real property described in Exhibit A to this Declaration, which shall be the Covered Property under this Declaration. This Declaration is being imposed by Declarant upon the Covered Property. S. Declarant has deemed it desirable to establish covenants, conditions and restrictions upon the Covered Property and each and every portion thereof, which will constitute a general scheme for the management of the Covered. Property, and for the use, occupancy and enjoyment thereof, all for the purpose of enhancing and protecting the value, desirability and attractiveness of the Covered Property and enhancing the quality of life within the Covered Property. C. It is desirable for the efficient management of the Covered Property and the preservation of the value, desirability and attractiveness of the Covered Property to delegate and assigned the powers of managing:.the Covered Prope=l:, maintaining and administering the Common Area and a?-11ni storing and enforcing these covenants, ccni?iticr, and restrictions and collecting and disbursing funds :::)-_rsuant to the assessment and charges hereinafter creat= !nd referred to and to perform such other acts as shall ge-:eraliy benefit the Covered Property to the Beacon Bay Cc,;, -_pity Assocation, a California nonprofit coroo- a-lon. D. Declarant will hereafter hold title to and lease all o_ he Covered Property subject to certain protective covenar:ts, conditions and restrictions hereafter set forth. Deacon ? , 9/20/79 Rev. 9/24/79 6L/�Z/6 •nad Z 61/OZ/6 feg ::ooa3II •uoT�e�eToaQ sTg� UT JO; papTnozd se uoa.aq; qsa3aquT snTd `aTgpAPd sabIPgo zaggo PUP saaj q�Tei zaggaboq 'quaussassV TeioadS P se pad=u`'saP a6zpgo laq-40 tup zo 'saTng uoT-4PToossV 10 sMpTAg 3q4 'uoTgpzPToaa sTgq go suoTSTnold aq; cJ?TM a�utTcwOo OgUT aouapTsa� sTq PUP aassaZ age 6uT6uT3q UT Pv ^uT s-qso0 303 UOTg2T30SSV acj-4 aslnqucal o-4 a42 04 aTge;ngT:Iqqp �TqoajTp '3ouapTsa� sTq PUP aassa7 �2Tr0.�aed e gsuTPbe a632go P uPau TTegs „Iuawssass" •sasuadxg uouu03-�Io; UOT-4eTooss-i ag-4 go lagwayl goPa fq PTed aq oq ST gOTgM 4.unoue @14-4upau TTegs „-4uaussaSSV :1 ' nE)@' :pauT3ap lag3PuTazaq squawssassV aqq 04 uanTS aq TTegs s6UTUPau MGL IJ, as ,,:s-.uaussassV„ 'E uoTIoaS •paLou aup I�Tnp aq awT; 04 awT4 WOJJ �Qw awes aq4 se uol�p'OOSSV aqq go sMeT,�g PUP UOlq-ezod3ooul ;o saTOTg3V ag=oq SmP PUP legal pue ueau TTegs T g�, P • TolquoD goalaq aTOIg3v aqq UT Joj papTnojd saa;4Tuu03 30 aag4Tuu00 aq; oq zaJa:r pup ueaw TTegs ,aaq;Twwo3 Tp:zn;oa;TgoIV„ 'T uo?Taag :SM(DTTO3 S2 pauT3ap alp uoTgejeToaQ sTgq uT pasn sulaq 6uTMOTTo3 aq� 'asTMJaggo sageOTpuT AT3eaTo :4xaquo0 aqq ssaTun SNOIZINIdac I aq o I luv •s;uauaua; 30 ;uawauaq qupuTuop aq; SP s;sala;uT pies 3o Zana pue gosa 3o zonPj UT apn;TnJas p S2 goazagq g32d Jana pup s;saza4UT pies uodn pasoduT alp pup goa3agq 3auMo goea go gT3auaq aqq oq ajnuT TTegs PUP ';oa3agq 43pd yup Jo sgsaza;uT pies UT aT;Tq to gg6T3 yup buTJTnboe to 6uTneq sa.T41Pd IT uodn 6uTpuTq aq TTegs pup ssa�a�uT pips g4TM unl TTegs s;uawasea pup suoTgoTl-sa3 'suoTgTpuoo 'sgUPUaAo3 asags •su6Tsse PUP s:rossa0ons ITaq; 'sgsajaquT pies go slauMo aqq pup ',�gjadojd pa3ano:) aqq UT sgsalaquT pies go ;T3auaq aqq zo; aq oq pa�eToap Fgasaq a3e goTgM squauasea PUP SUOTg3TJ4sal 'suoT;TPuoo 's;upuanoo 6UTMOTT09 aq4 04 ,oaCgns pa�anuoo PUP PTaq aq TTPgs �Taadold palanoD aq; UT jeadd-e auT4 o; awT� U103J Aeu aWPs aqq se gsazaquz SqT 3o TTPsa�PToap pue saal6e 's4ueuarOO Iga:laq quplpToaQ `32i0332i3ris ':'SON Section "Association" shall mean and refer to Beacon Bay Co-:munity Assocation, a nonprofit corporation, incoroorated under the laws of the State of California, its successors and assigns. Section S. "Association Rules" shall mean rules adopted by the Association pursuant to the Article hereof entitled "Duties and Powers of the Association." Section 6. "Board" shall mean the Board of Directors of the Association. Section 7. "City" shall mean and refer to the City of Newport Beach, California, a municipal corporation of the State of California. Section 8. "Common Expenses" shall mean and refer to the actual and estimated costs of: (a) maintenance, management, operation, repair and replacement of the Common Area, and all other areas on the Covered Property which are maintained by the Association; (b) maintenance by the Association of areas within the public right-of-way of public streets in the vicinity of the Covered Property as provided in this Declaration or pursuant to agreements with the City; (c) costs of management and administration of the Association, including, but not limited to, compensation paid by the Association to managers, accountants, attorneys and employees; (d) the costs of utilities, gardening and other services which generally benefit and enhance the value and desirability of. the Community Facilities; (e) the costs of fire, casualty, liability, workmen's compensation and other insurance covering the Common Area; !" the costs of any other insurance obtained by the Association; {g) reasonable reserves as deemed appropriate by the Boarc; (h the costs of bonding of the members of the Board, any professional managing agent or any other person handling the funds of the Association; Beaco7 Bay 9/20/70, 3 Rev. 9/24/79 6UW6 'nab ;Tun GuYTTaMp Teiquapisa.i oq; oPnToul • ealy UOwuiOZ) fue opn Tou c fou TT I? Lis „ao _ _ p _ Z) '3aAaMoq 'PDpzAOzd :PTu103TTe3 `XqunOO ;;JGue10 ,�;unOD aqq 30 ao'c330 a�iq uT aTT3 uo 'A<DAzns 30 =pj oaf pue Z6 sabed 16 xOoc UT popicoal uOTSTAI;:�c,.s :.eg uooeaQ 3o deL4 �@Azns 3o plOODU 0q; uo ur•,ogs qoT pa.aq'r.0 e o; 3a3az pue ueaut IT',214s „aouapisa�„ 'S i _==`as •aouapTsa� e auq �TaAT�OOJTOO aO allOTe aze OqM SaTTT;ua afoul ao auo o; aa3aj pue ueaui TTegs „aassa7„ 7c �aassaT �c lad l „'dTgsza,� paT-4T-4TuoT�e�eTOaQ sTc�� 90 aTOT��� auq oq quens3nd dTgszaquaul log saY3TTenb Oqm to uos3ad ,rzaAa o -r lagGJ pue ueaut TTeLIS T uo,-Oa s 'UOT�L'zeTO2Q STt�� uT �:3�esod�oouT aOua�a3az STgq Kq sT sq. gTgxa Mons ?o c.;oea pue o�a�ac� pagoeq'e pue uTajaq C)Ggeu6Tsap os—s-)UaV Hoop asoq-4 oq aagaj pue uaaut TTeus „�zq?ux3„ 'ZT uoT�OaS - • goeag �zod:•�a�,� 30 aq; o; za3a3 qU2 u-eaut TTeus „�u��eTOaC!„ 'TT UOTzOas - - ---- • „I�� gTgZux3 uo pagTzosap LK4zadozd Teaz aq� TTS oq za3az pue ueaiu TTpgs „Xgzadozd pazano3„ 'OT uoT�OaS gTq?gxa uo uMous se anzsnTouz r g5noJq� K sgoZ 04 pagTuTT qou qnq buipnTOUT 'seaae padeOspueT uoluuioo pue ; saaTd ' SYOop 's-lanuo sTuua4 -C ' SZgOaaq ' S4aalgs TTL ueavl TTeus „ea:IV UOWWOZ) , ' S uoT TOaS 'LIOT�2TOOSS� aqq .3o slemod ao salgnp due 3o abjeuOSTp aq� UT ao uoTgeTOOSSv. aqq 3o sasodand aqq 3o aOuelaggIng UT eTOossv zo sPIeTfg 'saToT��� aq� 'uoTqeleTOa0 zo 'saMd uoTg paq.eubTsap susa�T �o usa�T 3aq-4o Kue 3o sgsoo aqq 10 f eazV :ouzulo3 uu-4 q4TM uoTgoauuoo uT zanaosgegM unseal Aue X03 aq� Tq pazanouT sasuadxa zaggo (T) pue `pzeog aqq Xq pagsTTgeqsa aag4Tuiuio3 ao aaq:4TUITOD aqq Fq palznouT :7oaiagq SUOT430d �o -ealy UOMWOO aqq gsuluse palAaT aoueigWnoua so uaTT AUe 3o a6leg3sT p jog UOTge TOoSSFi aqq �q pled squnoui2 (�) !UOTgeTOOSS'V aL11 �q peed saxes (T) together ;with garages, structures and other -improvements on the same lot or parcel, Section 1'0. "Setback" shall mean and refer to those internal distances from the property line of each lot as shown on Exhibit "II ARTICLE II MEMBERSHIP Section 1 - Membership. Every Lessee shall be a Member but there shall be only one Membership per Residence. The term and provisions set forth in this Declaration, which are binding- upon all Lessees are not exclusive, as Lessees shall, -in addition, be subject to the terms and provisions Of the Articles, Bylaws and Association Rules to the extent the provisions thereof are not in conflict with this Declaration. Membership of Lessees shall be appurtenant to and may not be separated from the interest of such Lessee in any Residence. Ownership of a Residence shall be the sole qualification for membership; provided, however, a Member's voting rights may be regulated or suspended as provided in this Declaration, the Bylaws or the Association Rules, Section 2 - Transfer. The membership held by any Lessee shall not be transferred, pledged or alienated in any way, except that such membership shall automatically be transferred to the transferee of the interest required for memh�ership. Any attempt: to make a prohibited transfer is voic: and will not be reflected upon the books and records of the Association, The Association shall. have the right to record the transfer upon the books of the Association without any further action or consent by the transferring Lessee. Section 3 - Voting Ri hts. All voting right shall be subject to the restrictions and limitations provided here:,: and in the Articles, Bylaws and Association Rules. Sec 4 - Classes of Voting Membership. The Association shat' :aye one (1) class 'of voting membership. Ao -oval of Membcrs. Unless elsewhere ot,er'•: e specifically provided in this Declaration or the B1_=ws, any provision of this Declaration or the Bylaws 6L/ W6 9 6L/07_/6 Apd uooeaa •autiq oq auiTg uioa3 paeoa aqq �q pDT.^.a- aq ,�eui squacussassV TpToadS •squaussassV TpToa S - S uo goaS •aouopTsag goea log qunoute Tenba up qe pax:; aq TTegs sTuauissassV 3pTn6ag •quauissassV uiao3Tun •paeog aqg �q pagsiTgeTsa se sTuau:-T_,sut uT uoTTeToossV.agq fed aag3eaaagq TTegs pup quaus=asst' aeTnSaE aqq 3o aoTgou uaggTlm Tuas aq TTegs aaq��„ c..op3 •gsTTgeqsa: �Cpui paeog aqq se sagep gons uo aTg2nc� pue anp aq TTegs guawssassV aeTnbag aqs •aaquiayq goua Fq pTed aq oq guauissassV aeTnba�j aqq 3o qunoup aqq auzusaagap TTegs paeog aqq apa,� goeg •squawssass-i aeTn a -d - uoTToaS •SasuGdxz uowuioo �eajap oq FTaAisnToxa pasn aq TTegs uotgezoossV aqq �q paTnaT sTuaurssassv aqy •squeuissassv 3o asocand - z not?oaS •suall 6utgszxa aaggo due go �gTaoiad aqg goa;ze qou TTegs uaZT quawssassv aqq '.5uio6azo3 ac{g 6uipuegsgTzMgoN •anp sauiooaq quawssass'V aqq uagM awTq a(qq qe aouapTsad gons 3o aassal agq 3o uotgtsTlgo Teuosaad aqq aq osTe TTegs pup apeui sT quauissass-i gons goea gozgm TsuTe6e aouaplsa-d aqq uodn uaiT 6utnutguoo p aq TTpgs 'papTnoad aag3eutaaaq se 'goalagq uotgoaTToo 3o sqsoo aaggo pue 'sgsoo ganoo pup saa3 ,snauaogge 'sabaego agpT 'uoaaagq gsaaaquT ggTM aaggaboq 'squawssassv aqs •uo-[gpaeToaQ sTgq uT papTnoad se aulzg oq auTq uoa3 pagoaTToo pup pagsiTgegsa 'paxT3 aq oT squawssassV gons 'squauissassV TezoadS pup aeTnbaH :uotgezoossV aqq oq fed og aaa6e pue queuanoo oq pauzaap st.aassal g3p3 io uoTge TTgo Teuosaad pup uatl aqq 3o uoTgeaaZ) - T uoTToaS sin2l^ISS3Ssv 23NVN21NIVN 2303 LRVNsAQj III 313ilEv •smeT,�g aqq UT papTnoad Sp saaquiaw go a6equaoaad paT;Toads aqq �q paubts squasuoo uaTgTIM (q) •saaquiaw aqq 3o s6uzgaau? TpToads ao Tenuup ggTM 6uTTpap sMPTFg aqq 3o suoisTnoad aqq og guensand paoTgou pue paTTeo �Tnp 6uigaam e qe a6aquaoaad paTgToads aqg go Axoad �q ao uosaad UT agon aql (e) 6uTMc _To3 aqq �q paT3sTges pawaap aq TTegs uozgeToossV aqq 30 aar•.od 6utgon aqg 3o guassp uaggTaM 30 agon GLI; saaTnbaa gotgM Section 6 - No Offsets. All Assessments shall be payable in the amount specified by the Assessment and no offsets against such amount shall be permitted for any reason, including, without limitation, a claim that (i) the Association is not properly exercising its duties and powers as provided in this Declaration; or (ii) a Member has made and elects to make no use of the Common Areas. Section 7 - Reserves. The Regular Assessments may include reasonable amounts as determined by the Board collected as reserves for the future periodic maintenance, repair or replacement of all or a portion of the Common Area, or any other purpose as determined by the Board. All amounts collected as reserves, whether pursuant to this Section or otherwise, shall be deposited by the Board in a separate bank account to be held in trust for the purposes for which they are collected and are to be segregated from and not commingled with any other funds of the Association. Such reserves shall be deemed a contribution to the capital account of the Association by the Member. ARTICLE IV NONPAYMENT OF ASSESSMENTS Section 1 - Delinquency. Any assessment provided for in this Declaration which is not paid when due shall be delinquent on said date (the "delinquency date"). If any such Assessment is not paid within ten (10) days after delivery of notice of such delinquency from the Association, a late charge as established by the Board shall be levied and the Assessment shall bear interest from the delinquency date at the rate of ten percent (10%) per annum. The Association may at its option, and without waiving the right to judicially foreclose its lien against the residence, pursue any available remedies, including, wit17out limitation, bringing an action at law against the Member personally obligated to pay the same, and/or upon comcliance with the notice provisions set forth in the Sec -':on entitled "Notice of Lien" of this Article to fo_-eclose the lien against the Residence. If action is com-:need, there shall be added to the amount of such Asseszn.ent the late charge, interest, the costs of such action, and attorneys' fees incurred in connection with suc=: action; and in the event a judgment is obtained, such jii'c.;,ent shall include said late charge, interest and a reasonable attorney's fee, together with the costs of action. Each Member vests in the Association, or its assigns, the right and power to bring all actions at law Beac:Dn Bay 9/-;O'l 7 Rev. 9/24/79 6L/VZ/6 'Aad 8 6L/OZ/6 Le^ uooeag TTegs uoT�PseToaQ sTg� uT g��o� ;as 6u Lg�t�LIPPa�o uaTT puP 3o a�nsoToa�o� age (T) :a6e6��o�I a =o uazZ aq; oq ;oaCgns aq TTPgs joalaq uoTsTno-7d �ue sic D-gea-�o uaTT �Jegauoul P 04 40aCgns aouapTsad Niue 3I (q) •anp sauiooaq�a'ssass� gons roue agep aq4 04 IoTad pap3o3a3 seM goTgM ae6��ol•1 due go uaTl aqq oq ageuipiogns aq TTPgs s i=_ssass� go juau.�ed aq; log ,SquauSS@SSV go ;uaullPduo;T,, taT�TTua goa3aq 6T0TgJV aqq UT iog papTAold uaTT aqs (P) fsuaT7 a P q:IoW q-4TM CiTqsuOT4STad - y uoy;oaS "awes aqq �@Auoo puP aLe6_�out 'assal 'pToq puP a3Tnb3e oY pue 'ales aq; qe 'asodznd eons log panto loq spun] 10 'spunj uoTgeTDCSS-, buTsn 'aouapTsag aqq uo ptq oq JaMod aqq aneq TTegs 's-,ua6P paZTzoggne xinp sqT g6noagq 'uOTg1;aT3ossv aqq 'uoTIeToossv aqq go IaMod 6UT40A aqq go FgTIOCPu e go aTon aATYPUIZT1ge aqq uodn -MST �q papTAo:td so pagn.TLUaGd aauueu zag10 XuP uT zo 'gsnj; gb spaap puP sa6P6g3ou UT ales go s3aMod go asTo:Iaxa aq-. o, aTgPoTTddP 'papuaue aq auTq oq duTq uolg Xeut sagngeqs pies se 12TU103Tle 3 go ageI-S aqq go apo "[TATS aq'q go 14�Z6Z PUS 6�Z6Z '9�Z6Z JO'Z6Z 'g6Z6Z '�Z6Z suotgoaS go suoTSTAOId aqq ggTM aouPp.7000P UT pagonpuoo aq oq ST anoge aoj papTAOId ales dons i�uV •ooTaad Aep (OE) �-:lTq; pies uTq-4TM uaTl go ulTelo Jo aoT;ou a1.1-4 UT paTJToads squau.,iPd aqq a}jPu 04 aassaZ aqq go asnTTP3 3ag3S ales aqq a:�{eu oq p1sog aqq req paZTzoggne uoslad saggo ,�uP _70 �au:10-4qP s;T 'uoTgeToossV aq-. Xq Gies Zq paoaogua aq XPu! uaTT quaulssaSS ATPS •aTPS GInsoT3a!o3 - C uoTgoaS •qusuiTelo aqq 3o ssa:IppP puP aueu aqq pue 'uaTl pies Xq painoas -;qap aq-4 ggTM uoT-4oauuoo UT uoTIoaTToo 90 sasuadxe pue saag ,sZaUJOgge aTg2uosea3 snTd 'p�Pog•aq-4 Xq pagsTTgeqsa se a6:rego ager e 'unuue gad (g OT) -4uao-Iad ua4 30 agez aq; qP quaussassv pTedun aqq uo 4saaa4uT apnTouT TTPgs goTgM pauTPTo 4unouie aq; 'Joa3agq aassaq pa,4nda3 to aassa7 pzooax aqq 'aouapTsad gons due 90 uoigdTzosap Te6aT 4uaT0TJzns puP pooh e a;Toa3 gsnu uaTT 90 uiTeTo go aoTgou pTPs -, qunoD aqq go laplooa�j �quno:) aq-4 go aoT3Jo aqq UT uoTgeToossv aqq Xq paplooaz ST joaaagq Xdoo P pue 'aou@pTsag pies go easseq eq; oq 'pTedaad a6egsod 'pa3@4sT6az 30 paTgT41ao 'TTPu sagSgS pagTun aqq uT pagTsodap ST uaTT 90 uTeTo 90 aoT;ou e agep aqq la;gP step (0S) Z,4�Tg4 TT4un papTno�d uTasaq ales �o iaMod aqq zapun paaoozd oq zo uaTT 4uaussaSSV ATPS as0102309 04 gg6noJq aq TTSgs u0Tg0e ON •uaT-j 90 aoTgoN Z uoTgoaS •squauissassV 4uanbuTTap gons go uoTgoaTToo aqq 309 sjaquaW 3aggo ao zaquaW gons gsuTe6e ainsoToa303 uaTZ ac not operate to affect or impair the lien of such Mortgage; and (2) the foreclosure of the lien of said Mortgage, or the sale under a power of sale included in such Mortgage (such events being hereinafter referred to as "Events of Foreclosure") shall not operate to affect or impair the lien hereof, except that any persons who obtain an interest through any of the Events of Foreclosure, and the successors in interest, shall take title free of the lien hereof or any personal obligation for said charges as shall have accrued up to the time of any of the Events of Foreclosure, but subject to the lien hereof for all said charges that shall accrue subsequent to the Events of Foreclosure. Section 5 - Curing of Default. Upon the timely payment or other satisfaction of: (a) all delinquent Assessments specified in the notice of claim of lien, (b) all other Assessments which have become due and payable with respect to the Residence as to which such noti ce of claim of lien was recorded, and (c) interest, late charges, attorneys' fees and other costs of collection pursuant to this Declaration and the notice of claim of lien which have accrued, -officers of the Association or any other persons designated by the Board are hereby authorized to file or record, as the case may be, an appropriate release of such notice, upon payment by the defaulting Lessee of a fee, to be determined by the Association, but not to exceed Fifty Dollars*($50.00) to cover the costs of preparing and filing or recording such release. ARTICLE V ARCHITECTURAL CONTROL Section 1 - Appointment of Architectural Committee. The Architectural Committee shall consist of not less than three (3) nor more than five (5) persons as fixed from time to time by resolution of the Board. The Bomrc shall have the right to appoint the..members of the arc itecturai Committee. Persons appointed by the Board to the Architectural C mmittee, however, must be Member S. Sectio- 2 - General Provisions. (_) The Architectural Committee may establish reasor:able procedural rules and assess a fee in connection With r=, ew of plans and specifications including, without limitaticn, the number of sets of plans to be submitted; Beacon�Y 9/20/79 9 Rev. 9/24/79 6L/VZ/6 'na'd OT 6L/OZ/6 �,zS uooeag us sa,0143V sgT uT pagezaunua szar�od C== sa?gnP sMeT�Ig p —__—• uo?gaas aqq oq uoTgTpPe uI 's-aMod put' szT4nQ Tezaua� - T NOIj,vIOOSSv 3HZ 30 SI'Tbjod QNV S3IZf1Q In a7oil v • suoT =ea ? � T aad"s pue sueTd gons uzo-3 paganzgsuoa a-n_z,n-gs due UT goa�ap �Ue log zo ' zo3azagg cCgTTTgTsuodsaz -o r.gTT?geTT `uo?gzTooss� saunsse quez.eToaa lou pzeog aqg 's-aquiaW agge-r,goagTgo-�i aq-4' goazagg s-agvrau aqq aaggTu�u�O T aqg zaggTau suoTge°?�?Dads pue sue -cd cans buTnozdde ,�q pue 'saoueuTpzo buTpTTnq pue 6uTu02 ggTM agueTTtLroo zoo -o ubisap 6uilaauz6ua log pano-dde qou ase pue 'uoTgeooT pue aguezeadde 'ubTsap zoTzagxa 'aTKgs og se aaggTuunO znoagTgo-V aq; �q P ano-dde aq TTegs suoTgeoT�?cads T ego noz log ?ge?Tuoli - uoTgoas pue sueja 'SueTd 3 Teg?T •,igdez6odoq pue saznganzgs buTpunozzns oq uoTgeTaz u? uoTgeaoT pue ubtsap Teuaagxa go �UCUIzeq oq se aagg Tuuro� TezngaagTga-�i aqq fq panozdde pue oq paggTuigns uaaq anew gOTgM-o�azagg suoTgeoT�Toads pue sunTd ggTM aaueTTdmo uT gdaoxa quaatanozduul zaggo -o azngonzgs 'aouapTs@E�u� S°zO°T-agzadozd oq abuega -o oq uozgTppp Cue aq azagg TT q pazanoO aqq uodn pauTequTSM zo pagoaza 'paaueurmoo a-ngon-gs -aggo zo TTeM aouag aq 112 s `6uTpTrnq - uoTgoas 0 t -sus-Id go AgTuzojuoO pue Teno-aaj •goajga ou aneq TTegs os op oq gduragge Iue pue 'deW �anznS uoTsinTpgnS �2E uooeag aqq uo cunogs squawazTnbaz xoeggaS aqg ageuTuiTTa so aagTg3:1V aqq MoTTP og papueuie so ,�gTpoui og aaggTUIMD TL-Ing 'saToTgz� s,uoTgeToosst� pan-gsuoo aq TTegs saTng zo sMeTFg aqq UT -o uotgezeToaQ sTgq UT buTggoN (°) • pano-dde pauiaep aq TT?M suoTgeo TAT aadS ue sueTd q Ttuuoj Te-ngaagTgaz� aqq �g Pagdope P ons aagq, uoTss-cmgns gons buTp-e6a3 saTn- due ggTM aouep ooae uT aggTuigns uaaq aneg awes aqq zagje s,i*ep (0Z) �gzTgg P ue sueTd gons ano-ddesTp zo anozdde uTggTM suoT�eoTJToads p og sTTej aaggTu1ucoO TezngoagTqa-y aq; quana aqq UI (g) �q Teno-ddesTp •aaggTiuuro0 TezngoagTgo-� a-Tqua aqs suos-ad gons zo Tenozdde og guaTentnba aq TTe g �q suogq TgeoT3Taads pue sueTd go TenozddesTp zo Tenozdd2 a' uoTge6aTap gons uodfl ' aagg?uiuoO Tezngoag?gaz�i gons go szagwaw azoui zo auo og sagTTTq?suodsaz MaTnaz ueTd sgT age6aTap I12W aaggTwujoO TezngoagTgozV agg '-anar�ou or e�.S�Wh�re prOvi_ � - d�d ror herein, and without limiting the generality thereof, the Association shall have the specifi c d ;ties and powers specified in this Article. Section 2 - General Duties of the Association. The obligation to Association through the Board shall have the duty and : (a) en -force the provisions of this Declaration, Articles, Byla�;sthe , and Association Rules, by appropriate means and carry out 'the obligations of the Association hereunder; (b) maintain and otherwise manage the C01MmOn Area; (c) pay any real and personal property taxes other charges assessed to or payabland and e by the Association; (d) obtain and continue in effect during the term of of the lease, in its own name a comprehensive policy of public liability insurance proving coveraue for the common ar a policy of fire and casualty insurance with coverage as,then Board deems appropriate. Section 3 - General_ Powers of the Association. The Association through the Board shall have the the obligation to: Power but not (a) employ a manager contract er or other persons and with independent contractors or managing agents to perform all or any part c the duties and responsibili Assc:-:i anon; ties of the (o) borrot.a money as may be needed in connection with the di_,cn4rge o the Association's potyers and duties; and (c} establish and maintain a working capital and co nt i r.g =:-cv fund in an amount to be determined by the Board• Said fund shall be used by the Board as it deems r i t to Carry out the objectives and purposes of the Assc, Sac1 melon Ru1.es. The Board shall have the p° r __ _c=oil-, a''encl and repeal such rules and rec:_�t r>ls as it deems reasonable e F:u=,,.., "' (the Association In the c;�nt of ally conflict between any such and any other provisions of this e Ar ti c_1 es or Byl a�-:s th ti:e CS s e Provisions of Shall be deemed to be superseded by the - r= i s; On Of this Declaration, the Articles es or the f�Y1�� the extent: of any such conflict. i3eacc;-, 9/20/-/ 11 Rev. 9/24/79 5/4/81 /OZ/6 6L/W6 ' AaU ZT ,e V uooeag s^scdznd T2T4uap?sazuou zo `T2Tozauiuzoo 'ssauTsnq nue TTegs aouapTsa� e 3o gzed cN •asn TeTozauluoO - -;o3S SNOIIDDIIsau 3SI1 IIIA 32OIDIV •saTgTTTgn oijgnd eons Fq pazoasaz zo paoeTdaa '^auTCgu?Lut ATaadozd aze saTgTTT3e3 q ons gegq aznsua oq quaTuaAuoo zo F�2ssaoau az2 se sdags qons a�{eg TT2us uoTge?ss� aqq •saTgTTTgn oiTgnd gons Aq paun�o eazd uoL�oO aqq zanaMog alp oT M saTg?T?gn o:Tgnd zo UT squauiasea uTggTM pageooT q q saTgTTToe3 punozbzapun aqq azogsaz z0 �oSTdaazauT�ai.pgruoo uoTgeToossV aqq agebTTgo zo azTnbaz TT q _ uongoaS buTggoN 'sa?qTTTgII oTTgnd 3o aou2uaquTeLj - •aToTgz•d sTgq 3o suoTs?Aozd aqq ggTM aouepz000e uT bulaeospueT pzeF uoTgTpuoo anTgoezgqe UT uTequTeut zag3ea3agq pus TTegsuT (q) pue ziedaa pue uoTgTpuoo pooh uT aouapTsaE gons 30 pue saoua3 `sTT2M aqq `uoTgeq?uITT gnoggTM buTpnTouT 'aoua3oozpTsa� sTq 3o zoTzagxa aqq ;o suoTgzod -L-Ce uT2quTeul (e) T nozd ac� :TT2gs aassa2 �zaAa 'uoTgezeToaQ s?qg UTepspuoTgeTooss� aqq zT2daz pue uTeguTeuz og pag2bTTgo aq TT q SP gdaox3 •aassa7 q aou2uaquT21.1 pue zT2aaa . Z u0Tg0aS •saassarl z2TnoTgzed Iq aTge,�ed S-2 paT3Toads uTazaq asTMzaggo s2 gdaoxa 'uoTgoas sTg4 oq gu2nsznd apeut zT2daz pue aou2uaquTeur due 3o sgsoo aqq uoTgeToossV aqq 3o spun3 Tezauab aqq 3o qno fed (o) 'szaquray� aqq 3o zaMod buTgon aqq 30 �gTaoceul 2 3o quasuoo uagg T zM zo agon aqq Iq pagsanbaz aq auzTq og GWTg uioz3 deur se azngeu zanaosg2gM 3o squauoduroo otgagqsae zo sao?nzas quauidTnba 'saT4TTT323 zaggo TT2 uTequ?euz (q) :2az`d uouzu100 aqg og squauianozdWI �zessaoau a�{eui pue aculdaz ' azogsaz ' zTedaz ' uTegu?ems (e) aqy 'tlOTg2T�OSSFj :oq F;np'agg anew TTegs uoTgeTooss� a3ueuaguT2pue lie23 - T uoTgoaS 30N�I13,INI�I^I QNK �3IKd32i IIA 3'IOIl2ly Section 2 - Suns. No sign or billboard of any k;nd h be displayed to the Public vi e�� on any portion of1tI shall Covered Property; provided, however, that a Member may display on his Residence, a sign advertising its sale or lease so long as such sign shall comply with any customary and reasonable standards Promulgated by the Board. Section 3 - Nuisance. No noxious or offensive activity shall be carried on upon any Residence, or any part of the Covered Property nor shall anything be done thereon which may be, or may become an annoyance or nuisance to the neighborhood, or which shall in any way interfere with the quiet enjoyment of each of the Lessees of his respective Residence. Section 4 - An. No animals, livestock or poultry of any kind shall be raised, bred or kept upon the Covered Property, except that dogs, cats or other household pets may be kept on the Residences, provided they are not kept, bred or maintained for any commercial purpose, or in numbers deemed unreasonable by the Board. Notwithstanding the foregoing, no animals or foal may be kept on the Residences which in the good faith judgment of the Board or a committee selected by the Board for this Purpose, result in any annoyance or are obnoxious to residents in the vicinity. All animals except cats permitted to be kept by this Section shall be kept on a leash when on any portion of the Covered Property except within a Residence. Section S - California Vehicle Code. The City i -,lay be al.16,5ed to impose and enforce all provisions of the applicable California Vehicle Code sections on any private streets within the Covered Property. ARTICLE IX RIGHTS Or ENJOYMENT Section i - Members' Right of Enjoyment. Every Member shall ha%e nonexclusive easement for use and enjoyment in and to tL;e Common. Area and such right shall be appurtenant L o and s^all pass with the interest required to be a Lessee to every Residence, subject to all of the ease-e-ts, covenants, conditions, restrictions and other Provisions contained in this Declaration, including, without limitation, the following provisions: Beacon Bay 9/20/79 13 Rev. 9/24/79 6L/VZ/6•nab �T _ 6L/OZ/6 C- -C UOOLag ;uaussassV oq ;oadsa- q;?M •�uaulao-oJua eons a�p- :Zipun 04 �q6t- age an2g TTpgs 6u?pu2-4s spg as?M-aggo oqM aos_a? �u2 asPo qo? gM UT ' quauiao-ojua Bons agpngoa3ga o; a L - —:n s? -o sasnja- uoT;2ToossV aqq ssaTun goa-ag-4 ;uaulao:.o•?u= ag; 04 4g6TJ oniSnToxa aq; an2q TTpgs uo?-42?oossV a�;� 'saTnd UOT'�pTooSSV pup TO-quOo Tp3n4oagTg0-p oq godc_a= U, •o;@-aqq squaupuauP puP puP SMPT�g -o saTo?; age 30 suoTs?no-d age �gTnba u? -o MPT q2 sbu?paaoo-d :.q ao-o3ua o; ggST- aqq anpq OSTP TTpgs'aassa'I yup -o uo?gin-oosSV ags, -•uoT;PToTn gonS 309 sanp -aggo -o SabPup:7 0-4 �gb?-"auk puP Suo?gpn-asa- -o 's;uPuanoo `SuoTnTpuoo eons go UOT42101A aqq quana-d oq -pToar�o buTpnTou? '04a3aq4 4uaupuau2 suoTSTno-d aq4 �q pasoduiT-a��Pa-ag -o Mou 'suoT�anaasa- puP squpuanoo 'suo?-4Tpuoo 'suo?�o?-�sa- TTp `��?nba u? -o MPT ;p sbuTpaaoo-d �q a0309ua 04 qS613 aqq anfq TTpgs 'aassaZ due -o 'uoTgeTooSSV aqL uav?ao-o3ug - T uo?qoaS S NOI S InO2id 7F12i3N3� X 37OIluv •aouap?sa'd STq 90 �uauuopupgP age -o ' 2a1v uouuroO aq; go ;uau,�o Cua pup asn agq go -an ?2M �q ' saTn23 uoT;pToossd pup SM2Tt�g ' saToT�-� age ' uo??P-PToaQ s?qq go SUOTSTno-d -aggo pup Sa6-pqo 'sua?T age uo-; uTg �q pauMo aouap?sa�i aqq as2aTa- -O euos�ad000� aqq �q PaznaT �Tnp s4uautsSassp -off ��?T?qP?T T uot�oag �Tasu?g gdtuaxa ,KPu -aquae CN •asn go -an?2M - E •suo?421nba- puP SM21 TPdTo?unu aTgpo?Tddp TTp o; ui-oguoo goTgM sgtun bu?TTaMp agpa2das UT aouap?Sa-d aq; uo apisa- 4upuaq age pup aq gqoq ssaTun sgg611 p?ps oq paj4Tqua aq qou TTpgs aassaZ pips 'S;uPua; s?q o'4 quau�oCua go s;gbt- p?Ps Sag26aTap aassaZ P SP buoT os -oz Pup quana aq; UI • p-aog aq; �q pa;dope suo?gyp Tnba- pup saTni age oq goaCgns 'S;sans s?q o4 -o ' aouap?sag s? g uo ap T sa- oqr� s; upu@q s? q -o f TTure; S S. q 30 oq quau�oCua go ;q5?- s?q s -aquae age oq sea -V uouiuzoj age o uoT�2 aTaQ - Z uo?;oaS agPbaTap l pul-aquiaw �Uv 'asII •Pa -v uouu D ago go asn agq oq bu?uT2-4-ad suo?-42Tn6a- Pup SaTn- aTg2uos2a- gsTTgP;sa o; uo?;p?ooss-V aq; go ;g5?- aqs (q). •d?qs-aquae 309 pa -tuba- aouap?saE 2 u? 4sa-a;u? aq; 3o uo?q-od p 6u?UMo ;nq 'aoUap?Sag 2 3o uo?ssassod LIT coq uaW suosoadqsgnbago uouuoO age go asn age ;? u? T oq puP s -a -aqunu aqq ;?WTI o; uoT;PTOOSSj age �o �g6?- ags (p? Liens, the Association shall have the exclusive right to the enforcement 'thereof. Section 2 - No waiver. Failure by the Association or by any Member to enforce any covenant, condition, or restriction herein contained, or the Articles, Bylaws or Association Rules, in any certain instance or on any particular occasion shall not be deemed a waiver of such right on any such future breach of the same or any other covenant, condition or restriction. Section 3 - Cumulative Remedies. All rights, options and remedies of Declarant, the Association, or the Lessees under this Declaration are cumulative, and no one of them shall be exclusive of any other, and Declarant, the Association, and the Lessees shall have the right to pursue any one or all of such rights, options and remedies or any other remedy or relief which may be provided by law, whether or not stated in this Declaration. Section 4 - Severability. Invalidation of any one or a portion of these covenants, conditions or restrictions by judgment or court order shall in no way affect any other provisions which shall remain in full force and effect. Section 5 - Covenants to Run with the Land; Term. The covenants, conditions and restrictions of this Declaration shall run with and bind the Covered Property and shall inure to the benefit of and be enforceable by the Association or any Lessee, their respective legal representatives, heirs, successors and assigns, for a term of twenty five (25) years from the date this Declaration is recorded, after which time said covenants, conditions and restrictions shall be automatically extended for successive periods of ten (10) years, unless an instrLimen.t, signed by the Declarant anda majority of the then Lessees, has been recorded at least one (1) year prior to the end of any such period, agreeing to change said covenants, conditions and restrictions in whole or in, part. Section 5 -_Heading. The Article and Section headings have been inserted for convenience only, and shall not be considered or referred to in resolving, questions of intercretation or construction. Section, 7 - Singular Includes Plural. Whenever the context of this Declaration requires same, the singular shall include the plural and the masculine shall include the fe inine and the neuter. Beacon. Ea•_� 9/20/79 15 Rev. 9/24/79 6L/i,Z/6 'nab 9T 6L/OZ/6 he �- uooeag TTegs queuanOO Teuos:iad gons 'saassan zaq-4o zo '1-21zT3aQ pue aouapTsa,d gons go aassaZ aqq uaemgeq-Ue',!@noo T2uosaad e sageaao aOuapTsald e Jo aoueAanuoo 30 aO aTdaoOe aqq quagxa aqq os 'queuaAOD Teuoszad - TT 'u0143aS -ogalagq aTgCJTTdde suoTqeTnSGI pue saoueuTp�o 'sMeT oTTgnd ggTM S:!07STno-7d asagq ;o due go aoueTTdwoo aq4 o; se zo 'uo'T�.2ToaQ sTq; go uoTgaod roue ao TTe go �;TTTg2aoiogua ao -roagga L-[pU-[q:- aqq oq se paTTdMT Io ssaldxa 'suoTqprtuasa3da:1 to-�aTqualleM ou sa�{leuz quaaeToaa pu-e uo,-e�eToaQ SZLI-4 o; sTe-4iOaE aq; LIT q;zoj qas sasodind aqq 309 apeui ST uoTgeleToac sTgy •uoTg2IeTOac 3o goa3j3 - OT uoT�oaS •panTGOal FTTeM40e GIP saOT�ou gons fou I.0 jaq;aqM 'SUTITeuc gons 3o 7oo.ad anTsnTouoo pauiaap eq TTegs 'uoT4eToossv aq; go Sp300aa ail; uo uMogs sassaappe 30 ssazppe aq; 04 'sjaq�I:aN TTe o4 zo 'saassa7 _10 aassaz due o� paTTeur uaaq seg ao.-, e ;eq; �3nCzad 3o �-Teuad iapun 6uTjl2TOap uOTgl2T00ssV aq4 90 ;ua6e pazT3oq;ne so 3aOTjgo ueo 4TnepT33e ager, (o} •ssauisnq go aoeTd TedTouTzd S1l JO SSa�IppE' dl44 -11 -•'-t c --c- --- � ssaippe aqq o -q 'pTedaad a6egsod 'TTeu sa424S pa4Tun sseTo �s�T� age uT paOaTd uagM paaanTTap ATaadozd uaaq aneg oZ pauzaap aq TTegs uoll�eTOOSSV aq4 o-4 aOT-40N (q) •saassarl-oo gons TTe uo �3GATTap pauiaap aq TTegs pue saassa7-oz) TTe 3o 3T2gaq uo saassa7-00 age go auo dun oq quas 10 pajanTTap aq �12w aoTgou gOns due saassa7-oo go as20 aqq UI •TTscdap sinoq (g�) Tg6Ta-���o� pa�anTTap pauiaap aq TTegs aqq uTg4TM TTeui aqq uT pagTsodap os aoT4ou �uV 'aOuapTsa�l s,aassaq gons 3o ssa3ppe gaalgs aqq oq uaq-4 'pagsTu:inj uaaq aneq TTegs ssalppe gons ou '3T :10 '@OTgou 6uTnT6 go asodind aq-4 aoj uoTgeTOOSSV aqq oq 6u,gT,m uT aassaq gons Fq pagsTu�n ssa3ppe quaoaz 4sout aqq oq pTedaid a6egsod ' TTuLu sagegs pa4Tun sseTO 4szt; aqq UT paoeTd so 'aOuapTsaH s,aassa7 aq; oq pazanTTap uagM p@IanTTap FT:radoad uaaq an -eq oq paLuaap aq TTeus aassa7 e oq (e) :SmoTTog se pasanTTap aq Ze?w pue 6uT-4T:IM uT aq. TTegs 3apuna:jaq uanT6 aq oq aoTgou �uv 'saoT40N 6 uoT4OaS •gTns gOns go sgsoo pue saag ,s,Caujo;qe aTgeuoseaz ';uaul6pnC agq go gzed se ogazagq Ag3ed lag4o aq4 WO -39 �IaAOOaJ o4 palgT;ua aq TTegs uoTgO2 gons uT 6uTTTena3d �jsed aq; 'uoTge-12T3aQ sTg; uT pauTe�uoo suoTSTnold aqq 3o AU2 aolojua o; p -+. qsuT 8 ST uoT40e Juana age UI •saa3 ,s au�o���1 uoT�Oas terminane and be of no fur Cher force or effect from Cr after the date when a person or entity ceases to be an Lessee uxceot to the extent this Declaration may provide otherwise With respect to the payment of money to the Association. Section 12 - Nonliability of Officials. To the fullest extent permitted by law, neither the Board, the Architectural Committee, and other committees of the Association or any member of such Board or committee shall be liable to any Member or the Association for any damage, loss or prejudice suffered or claimed on account of any decision, approval or disapproval of plans or specifications (whether or not defective), course of action, act, omission, error, negligence or the like made in good faith within which such Board, committees or persons reasonably believed to be the scope of their duties. Section 13 - Subleases. Any agreement for the subleasing or rental of Residence (hereinafter in this Section referred to as a "lease") shall provide that the terms of such lease shall be subject in all respects to the provisions of this Declaration, the Articles, the Bylaws and the Association Rules. Said lease shall further provide that any failure by the lessee thereunder to comply with the terms of the foregoing documents shall be a default under the lease. All leases shall be in writing. Any Lessee who shall lease his Residence shall be responsible for assuring compliance by such Lessee's lessee with this Declaration, the Articles, the Bylaws and the Association Rules. Section 14 - Amendments. Subject to the other provisions of this Declaration, this Declaration may be amended as follows: (a) Any amendment or modification of the Articles hereof entitled "Covenant for Maintenance Assessments," "Nonpay7ent of Assessments," "Architectural Control," and "Repair and Maintenance," or of this Section shall require the affirmative vote or written approval of not less than sixty 'ercent (60%) of the Members. (b; Anv amendment or modification of any Article other t .— those specified in subparagraph (a) above shall require the affirmative vote or written approval of a major i t.y of the memIters. (c) An amendment or modification that requires the vote anf ".,ritten assent of the Members as hereinabove Beacon E�_y 9/20/79 17 Rev. 9/24/79 6L/ W6 •naU ST 6L/OZ/6 Fad uoOL'ag :Wr ioj Oil Sri Q2Ocidcly :,(aaTO �;TO 30 uoT�eaodao0 T2dTOTunul paaa�aegO � `HOd3H 1!OdMEN 3O .7=3 : zsazl •uaggTaM anog2 uTaaaq 4s379 aea,� pue �2p aq4 4uaulnagsuT sTg� pa�nOaxa seq ;uea2ToaQ ``Oga3HI� SS3ZITIM NI •uOT ;eTOossv aq; so aaMod 6uTgoA aq; go a62quaoaad auras aqq u2g4 ssaT qou go quass2 uaggTaM ao agora ani;2uIaTj;2 aq; ggTM XTuO papuaure aq u2o uoTsTnoad pT2s aapun ua�jeq aq 04 uOlgOe 303 uoTg2T3ossv aqq go aaMod 6ui on aq; ;o a62quaoaad paT;Toads 2 ;o T2noadd2 aq-4 saaTnbaa XTssaidxa goTgM saTn-d uoTgeTOossy ao sMeTXE 'saTOT43V aqq aO 'uoTg232TOaQ szg4 30 uoTsTnoad �u2 '6uTo6aao; aq4 6uTpu2;sg4Tt�40N (p) •uoTg2a2T3aQ STg4 3o quaulpuauly u2 a;2n;Oa;ga oq paaTnbaa aq Tou TT2gs saaquajq aq4 go sawn;eu6Ts pazTae;ou aqs •,�quno0 aq; go spaoOad T2TOTjjO aqq LEI papaoOaa uagM put 'papTnOad anog2LTazaq se panoadde uaaq seq UoTg2OTJTpOUI aO aq; qeq; AjTgaao ITegs oqM uoTgeToossv aq; go put ;uapTsaad aq; �q pagnoaxa uagM anT;Oajja aq T-egs papTnoad ss. COUNTY OF On r 19before me the undersigned, a Notary Public in and for said State, personally appeared known to me to be the of the corporation that executed the within Instrument, known to me to be the person who executed the within instrument on behalf or the corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its bylaws or a resolution of its board of directors. [Seal] WITNESS my hand and official seal, Notary Public r" Beacon --Dy 9/20/79 19 Rev. 9/24/79 i � y � 0 N ^z r m Dv O T y m r o -`/4 ro J > m o1 - z 1-1. h RECREATIONAL LOT — r L —--� >s ut O m 9 u , s>!uc- CUTTE R ROAD LOT . A I = r CZ C 1 I I I 1- , r.. � I I Y✓ALXWAY (fo2.sr+ELreRcovE) LOT D I L_l^_-:!- I I -q• I I I I I t I I ' ` L._---- s• r.� c SCHOONER ROAD LOT E ! - ^� t I i WALKYVAY ( Foi. CAPE COVE) LOT B >m t LL_L_J ' t r--1 WAb"WAY (Fog REEr(;Ovf.) LOT F j.- ._.J --`— --.. L.. _ • ; o I i I i , I I I .,II i i 'I u• II; � i i I r � it �'� >s ut O m 9 u , s>!uc- KETCH ROAD LOT I = r CZ C 1 I I I 1- , r.. � I I Y✓ALXWAY (fo2.sr+ELreRcovE) LOT D r--(-- I I -q• I I I I I t I I ' I _ s• r.� c SCHOONER ROAD LOT E ! - t LL_L_J ' t WAb"WAY (Fog REEr(;Ovf.) LOT F j.- ._.J --`— --.. L.. _ • ; o I i I i , I I I .,II i i 'I u• II; � i i I r � it �'� I F Yui "/I-✓�o,;� Lo 0 t. _i ae c �o s m O a • • a C _ — a — -— � •� "' — N G U 2 C K L.1 N ry n n n a . I b f Y Y Y . . . Y Y . . f f . r O m p XI X X X X X % X CI a F r a t a t • a t r y N N F F xl X x x x X x x x x % x x m Z " - - N - N G ii Gm N ry N N r n n n ,-. e. s • . . . Y Y . Y . f . . 4 gg s w O . . . . . . Y Y mm Y b Y f o � U b X x X X x x x x c x x c -r- - Y _ � C i < x o 16 v m� EXHIBIT "D" h 3 of 2 Pages sa5aa Z ;° z mQ„ IISIHxa m � _ 3 6 N !•� !� - m c � u - p ; � � x x x x x x x x x x x x x x x X Aov v - - -� v 0 0 0 . . . . . . . . . . . . . . . . . . . . . . . . . . . c m m x X X X X X X X X x % X % % X X IX 0 . f ♦ i i i s f Y . Y ♦ 1 ♦ . I♦ ' MN N N x % % % X X X X x X % X O O O O O O O O O O O O v . . . . . ■ . . . . . . . . I. Q � n � J O G m G I LmdAmefica Commercial Ser RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City Manager's Office City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92663 This Document was electronically recorded by LandAmerica Commercial Services Recorded in Official Records, Orange County Tom Daly, Clerk -Recorder 11111111111II I II 111111II II III I I II X 1111111111115.0 0 2007000260451 04:28pm 04/23/07 117 92 M11 4 0.00 0.00 0.00 0.00 9.00 0.00 0.00 0.00 MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE is made and entered into by and between THE CITY OF NEWPORT BEACH, a chartered municipal corporation, herein called "Lessor", and ROGER S. WYETT, an unmarried man, herein called "Lessee", to witness that: Lessor hereby leases to Lessee, on the terms and conditions set forth in that certain lease by and between the .parties hereto dated q- 2307, and ending on July 1, 2044, all the terms and conditions of which lease are made a part hereof as though fully set forth herein, all those certain premises in the County of Orange, State of California, described as follows: Lot -54 as shown on the map filed in Book 9, Pages 42 and 43 of Record of Surveys in the Office of the County Recorder, County of Orange, State of California. EXECUTED on q-23-07 , 2007, at Newport Beach, Orange County, California. %4 LESSOR ATTEST: THE CITY OF NEWPORT BEACH Ew .. ��' CITI MANAGER: Homer B� dau /in --2 CITY CLERK Lessee: o ert S. Wyett APPROV D AS TO FORM: CITY ATT161RNEY DOCUMENTARY TRANSFER TAX $ NONE* ❑ COMPUTED ON FULL VALUE OF PROPERTY CONVEYED ❑ OR COMPUTED ON FULL VALUE LESS LIENS AND ENCUMBRANCES REMAINING AT TIME OF SALE SIGNATURE OF DECLARANT OR AGENT DETERMINING TAX *TERM OF LEASE LESS THAN 99 YEARS CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT ^f ".c-�h`.c�. State of California County of tbL On(3 __,2-00'3-_ before me, Date Name and Title of Offi er (e.g., "Jane Doe, otary Public") n personally appeared JENNIFER C. MARAN COMM. # 1657415 Q " ® " NOTARY PUBLIC -CALIFORNIA ORANGE COUNT�201 My Comm. Expires April Place Notary Seal Abuv. S personally known to me '1� or proved to me on the basis of satisfactory evidence) to be the person( -s4 whose name4)@aP&subscribed to the Z in instrument and acknowledged to me that heAhey-executed the same in his (their authorized capacityoes) and that b his signatures} -on the instrument the persort(-s), or the entity upon behalf of vtiii'ch the person( -E+ acted, executed the instrument. WITNESS my hand and official seal. $i rr� ure t Notary Public ®PT!®P1li4L Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document y1 <•w� -rr Title or Type of Document: ___ MerAorci&Au Document Date:.__. q /� g O_ Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: 'i Individual t.:.. Corporate Officer — D, Partner — ❑ Limited CI Attorney in Fact Trustee Title(s): _._ .:.1 Gerieral L, Guardian or Conservatc, -' Other: Signer Is Representing: alter THUMBPRI,uT OF. SIGNER: Signer's Name: C::I Individual L. Corporate Officer — Title(s): F],, Partner — :_❑ Limited ❑ General C Attorney in Fact Trustee =.] Guardian or Conservator L Other: Signer Is Representing: RIGi.HT=THUMBPRINT' OF.SIGNER' 206:., N :unat Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 Item No. 5907 Reorder: Call Toll -Free 1-800-876-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ss. County of (� t?"^r�i On A � 3,3 ,�b r 7 before me, Q�t"� (-,—^ Datef�... `. Name rtle of Officer (e.g., "Jane Doe, Notary Pu lic") personally appeared ��` J� �"' �� Name(s) of Signer(s) personally known to me ❑ proved to me on the basis of satisfactory evidence to be the personN whose name(5ff is/ re subscribed to the within instrument and acknowledged to me that h�'she/they executed the same in &her/their authorized capacity(y2), and that by his her/their signature(p on the instrument the person(lo, or the entity upon behalf of which the person( acted, executed the instrument. NESS my hand and official seal. Si4pture of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: "12A/\J4V`' rr'''` `�'�'✓`1 `� �` �'Z Document Date: `t Number of Pages: ' Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: IMIN ❑ Individual Top of thumb here ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney -in -Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: © 1999 National Notary Association - 9350 De Soto Ave., P.O. Box 2402 - Chatsworth, CA 91313-2402 • www.nationalnotary.org Prod. No. 5907 Reorder: Call Toll -Free 1-800-876-6827 Qui \'� `•' t: »' f::f,. k+ti+: � :i : � �' i• .•}•i� ��.3 :i }riv:i t::i�': ,I -...;.%Q.?,-,,. \ k \iffi 1+�hv. "1�Y � ' `y.Tii '�,�. Commercial Services PENALTY OF PERJURY AFFIDAVIT (GOVERNMENT CODE 27361.7) I certify under the penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of the Notary: Cathy Malkemus Date Commission expires: February 21, 2010 County Where Bond is Filed: Orange Commission No.: 1640591 Manufacturer/Vendor No.: NNA1 Place of Execution: Irvine, Ca. Date: April 23, 2007 Signature: LA ih l TITLE COMPANY I further certify under the penalty of perjury that the illegible portion of the document to which this statement is attached reads as follows (if applicable): Date: April 23, 2007 Signature: LAWYERS TITLE COMPANY LandAmerica Commercial ServiCeS RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City Manager's Office City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92663 This Document was electronically recorded by LandAmerica Commercial Services Recorded in Official Records, Orange County Tom Daly, Clerk -Recorder 11111111111111111111II 11111111111111 1111111118.00 2007000260671 08:00am 04/24/07 104 79 T03 5 0.00 0.00 0.00 0.00 12.00 0.00 0.00 0.00 IIIASol ►VAI104M,I Lei me] ��W_FyaI:[*7Ioil This agreement is made this day of Abrd , 2007, by and between the CITY OF NEWPORT BEACH, hereinher called "Lessor", and DARRIN S. WILSON, hereinafter called "Lessee". RECITALS A. Lessor and Lessee executed as lease on May 21, 1997, and subsequently recorded May 21, 1997, by the County recorder of Orange County, California as Instrument No. 19970234981. By the terms of the lease, the following described property was leased to Lessee until July 1, 2044. Lot 54 as shown on the map filed in Book 9, Pages 42 and 43 of Record of Surveys in the Office of the County Recorder, County of Orange, State of California. B. Lessee desires to terminate said lease and all rights to the possession of the lease premises and to release Lessor from its obligations under the lease, and Lessor desires to accept said termination and to release Lessee from their obligations under the lease. AGREEMENT Lessee agrees to terminate the lease and vacate the premises as described herein above as of Apr( 117A 1 9,107 , and Lessor agrees to accept such termination and the premises, and Lessor and Lessee agree to discharge and release each other from all obligations under the lease as of said date. Executed at Newport Beach, California, on the day and year first above written. CITY OF NEWPORT BEACH Lessor: V \j L S. W Tsbon CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of-!"IA'PJ6E ss. t/ ( r l �riJ� ©V r 1j On before me, �� LL► �.1nj ���-(. I NG�C�� , ud Date �Nam and Tittle,, offOfficer (e.g., "Jane oe, Notary Public) C_ personally appeared �L/' � N �f-� V�% W J L S() Name(s) of Signer(s) JAlIll L WASHINGTON AEM CorrrrMstton #E 1556952 Nolary Pui,7Nc - C stowda UX Anp619i CourtV 1W. Comm. Ea""Mcar 6, ❑ personally known to me proved to me on the basis of satisfactory evidence to be the person whose namn) is), subscribed to the within instrument and acknowledged to me that het " executed the same in his%(t authorized capacityand that by his/ r/th signatur�on the instrument the person or the entity upon behalf of which the person% - acted, executed the instrument. WITNESS my tlafi ,apq offigial seal. of Notary Public Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document �(t� Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: ❑ Individual Top of thumb here ❑ Corporate Officer - Title(s): ❑ Partner - ❑ Limited ❑ General ❑ Attorney -in -Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: © 1999 National Notary Association - 9350 De Soto Ave., P.O. Box 2402 - Chatsworth. CA 91313-2402 - www.nationalnotary.org Prod. No. 5907 Reorder: Call Toll -Free 1-800-876-6827 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ss. County of On i L 1 3 lid-Z)Z before me,`� 1 Date (Nar itle of Officer e. (� -]`r ( g., "Jane Doe, Notary Public") personally appeared �' J G..�� k�` Name(s) of Signer(s) personally known to me ❑ proved to me on the basis of satisfactory evidence VOW NWJ R Comnnil lon #164MI y mow. co�+v MyComntl.6q W=F@b 1.2131 to be the person( whose name(,4 is re subscribed to the with& instrument and acknowledged to meat he she/they executed the same in his er/their authorized capacity(ii)d), and that byhis er/their signature(4 on the instrument the person(, or the entity upon behalf of which the person( acted, executed the instrument. hand and offici�seal.(!�N�ESS ' — Sig ature f Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: _ �-� VVI. -%%V— � °— ' L_e . j tk Document Date: �I i3 1 Number of Pages: 1 Signer(s) Other Than Named Above: V ! Capacity(ies) Claimed by Signer Signer's Name: ❑ Individual Top of thumb here ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney -in -Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: © 1999 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.nationalnotary.org Prod. No. 5907 Reorder: Call Toll -Free 1-800-876-6827 o � �'"'� •.`,' u�� � ^fax+: ;,> u $'+ �:: �,� L :� tY:.ii,.ii Commercial Services PENALTY OF PERJURY AFFIDAVIT (GOVERNMENT CODE 27361.7) I certify under the penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of the Notary: L. Washington Date Commission expires: March 6, 2009 County Where Bond is Filed: Los Angeles Commission No.: 1556952 Manufacturer/Vendor No.: NNA1 Place of Execution: Irvine, Ca. Date: April 23, 2007 Signature: LAWYERS TITLE COMPANY I further certify under the penalty of perjury that the illegible portion of the document to which this statement is attached reads as follows (if applicable): Date: April 23, 2007 Signature: LAWYERS TITLE COMPANY t: gni ♦� AU$\ \: ..i\: 4'R• }+,Ci��i� .h'\ .. ±:i (r'ii+,, »�u�iati.r> 3:$:>k::v \w2.+: +:`\rtY :`vat. commercial Services PENALTY OF PERJURY AFFIDAVIT (GOVERNMENT CODE 27361.7) I certify under the penalty of perjury that the notary seal on the document to which this statement is attached reads as follows: Name of the Notary: Cathy Malkemus Date Commission expires: February 21, 2010 County Where Bond is Filed: Orange Commission No.: 1640591 ManufacturerNendor No.: NNA1 Place of Execution: Irvine, Ca. Date: April 23, 2007 Signature: LAWYE COMPANY I further certify under the penalty of perjury that the illegible portion of the document to which this statement is attached reads as follows (if applicable): Date: April 23, 2007 Signature: LAWYERS TITLE COMPANY LEASE THIS LEASE is made and entered into as of the ;2 /day of 1997, b and between the CITY OF NEWPORT BEACH, a Charter City and municipal corporation (" ssor"), and DARRIN S. WILSON, a married man. as his sole and separate property("Lessee"), regarding the real property commonly referred to as Beacon Bay Lot 54 RECITALS A. The City of Newport Beach, by virtue of a 1978 legislative grant found in Chapter 74 of the Statutes of 1978 (the "Beacon Bay Bill"), holds the right, title and interest to certain tidelands and uplands commonly known as Beacon Bay and generally described in Exhibit A attached hereto and incorporated by reference. B. The Beacon Bay Bill frees the "Westerly portion" of the filled tidelands from the public trust and specifically authorizes the lease of the property for residential purposes subject to certain express statutory conditions. C. Beacon Bay, including the "Westerly Portion" thereof, has been divided into individual lots, with each lot leased by the City for residential purposes until December 31, 2005. D. On November 3, 1987, a majority of electors of the City approved a measure which authorized the City Council to enter into new leases of residential lots in Beacon Bay for a period not to exceed fifty (50) years. E. On November 3, 1992, a majority of electors of the City approved Measure M which authorized the City Council to lease tidelands and waterfront property consistent with the provisions of state law. F. The City Council, pursuant to the authority conferred by the electors, entered into negotiations with current lessees and the parties have agreed on the terms and conditions of a new lease with a fifty (50) year term, provision for adjustments in lease payments to reflect changes in the value of Beacon Bay leaseholds, and a recalculation of lease payments in the event of a transfer of the Lease by the Current Lessee or any Subsequent Lessee (as defined herein). G. Lessee acknowledges that the terms and conditions of this Lease may result in Lessee paying substantially more or less than another Lessee for similar property depending upon the date this Lease is executed, the date of any subsequent transfer, and the consideration paid for transfers of similarly situated property. H. Lessee acknowledges that accurate and complete reporting to the City of all consideration paid for the transfer of this Lease is vitally important to the City in that failure to fully report all consideration could materially reduce the amount of rent received by the City from other Beacon Bay Lessees. I. Lessor and Lessee acknowledge that the City has agreed to a fifty (50) year term and limited lease payment increases in consideration of provisions which require payment of rent approximating fair market rental value, without regard to any advantage maintained by Current Lessees, upon transfer by Current Lessees and payment of deferred rent in the event the Lease is not signed on or before the Effective Date (as defined herein). J. The California State Lands Commission has reviewed the form of this Lease and determined that it is in conformance with the provisions of relevant statutes, rules and regulations, including, without limitation, the Beacon Bay Bill. K. Lessor has determined that this Lease is consistent with provisions of the Beacon Bay Bill, the Charter, General Plan and Zoning Ordinance of the City of Newport Beach, and of all other applicable state and local laws. N B i -187371.V 205"24/94 L. Lessor has determined it is in the best interests of the citizens of Newport Beach to maintain the residential character of Beacon Bay and to enter into new leases with Current Lessees under the terms and conditions specified in this agreement. NOW, THEREFORE, in consideration of the foregoing recitals and the covenants in this lease, the parties agree as follows: 1. LEASED LAND. Lessor hereby leases to Lessee the real property commonly known as Beacon Bay Lot 54 (the "Leased Land"), which is more particularly described in Exhibit B, and generally depicted on Exhibit A, each attached hereto and incorporated by reference, subject to the limitations on use specified in Section 6. As used in this Lease, the term "Premises" shall refer to the Leased Land and any improvements constructed thereon. Lessor expressly reserves all oil, oil rights, gas, minerals, mineral rights, natural gas rights and other hydrocarbon substances in and under the Leased Land and the right to grant and transfer the same, together with all necessary and convenient rights to explore for, develop, produce and extract and take the same, subject to the express limitation that any and all operations for the exploration, development, production, extraction and taking of any such substance shall be carried on at levels below the depth of five hundred feet (500') from the surface of the land by means of wells, derricks and other equipment from surface locations on adjoining or neighboring land, and subject further to all restrictions and regulations concerning the drilling for, and production of, oil, gas, minerals, petroleum and other hydrocarbon substances specified in the Newport Beach City Charter or the Newport Beach Municipal Code. 2. TERM. The term of this Lease shall commence on the Execution Date, but in no event prior to the Effective Date, and shall expire on the date fifty (50) years following the Effective Date, unless earlier terminated as provided in this Lease. 3. RENTAL. A. Definitions. For the purposes of this Lease, the following terms shall be defined as specified in this paragraph. In certain cases, the definition of the term contains operative language that affects the rights of the parties: (1) "Actual Sales Value" shall mean the total of all consideration paid for the non-exempt transfer of this Lease or the Pre-existing Lease, including the improvements on the Leased Land, from the Current Lessee, or Subsequent Lessee, to another person, excluding any consideration paid for the transfer of personal property in connection with such transaction. (2) "Average Actual Sales Value Rent" shall mean two and one-half percent (2.5 %) of the mean of the Actual Sales Value of the non-exempt transfer of a similarly situated (waterfront or interior) Beacon Bay parcels as specified in this subparagraph. Average Actual Sales Value Rent shall be the mean of the Actual Sales Value of the three similarly situated parcels most recently transferred. Exempt transfers, as defined in Paragraph 3.13(3), shall not be used to calculate Average Actual Sales Value rent. (3) "CPI" shall mean the Consumer Price Index - Los Angeles -Anaheim -Riverside Area, All Urban Consumers, All Items, published by the United States Department of Labor, Bureau of Labor Statistics (1982-1984=100). If the 1982-1984 base of said Consumer Price Index should hereafter be changed, then the new base shall be converted to the 1982-1984 base and the base as so converted shall be used. In the event that the Consumer Price Index, as now compiled and published, shall cease to be published, then the successor index shall be used provided that an appropriate conversion from the old index to the new index can feasibly be made. If such conversion cannot be made, or if no such index is published, then another index most nearly comparable thereto recognized as authoritative shall be substituted by agreement. E (4) "Current Lessee" shall mean the person or persons who, as of April 1, 1994 (the "Cut-off Date"), was or were the Lessee under the Pre-existing Lease. (5) "Deferred Rent" shall mean the total rent that a Current Lessee would have paid had this Lease been executed on the Effective Date, through and including the date on which this Lease was first executed, less the rent actually paid pursuant to the Pre- existing Lease, together with interest at the rate of eight percent (8%) per annum calculated on the balance due at the end of each Lease Year or portion thereof. (6) "Effective Date" shall mean July 1, 1994. (7) "Execution Date" shall mean the date when this Lease is executed by Lessee. (8) "Initial Rent" shall mean the effective net rent for the Leased Land as determined by the appraisal of George Hamilton Jones, with due consideration to the leasehold advantage created by the Pre-existing Lease, all as shown on Exhibit C attached hereto and incorporated herein by reference. (9) "Person" shall mean any natural person or natural person(s) and does not include any corporation, association, or business entity in any form except a financial institution or other bona fide lender acting in the capacity of a lender or an inter vivos or living trust. (10) "Pre-existing Lease" shall mean the Lease for the Leased Land which was effective on January 1, 1988, and would, absent this Lease, expire on July 1, 2006. (11) "Transferred" shall mean any sale, assignment, sublease or other transaction, other than an exempt transfer as defined in Paragraph 3.13(3), pursuant to which the right to possession of the premises and the right to sign a new lease identical to this Lease is transferred to another person. B . Rental Payments. Lessee shall pay annual rent in the sum of Eight thousand nine hundred and twelve and 5/100 ($8.912.50 J, payable at the rate of even hundred and forty two and 71 /100 ($742.71 1 per month. Lessee shall also pay, if applicable, deferred rent in the sum of ($ ) upon execution of this Lease. Rent shall - shall not (circle one) be adjusted every seven (7) years after the date of transfer in accordance with the provisions of Paragraph 3.6(4). Annual rent, deferred rent, and periodic adjustments are based upon the following: �43 (1) Execution Before Effective Date. In the event this Lease is executed by the Lessee on or before the Effective Date, Rent shall be paid as follows: (a) Current Lessee: Current Lessee shall pay annual rent equal to Initial Rent as specified in Exhibit C. Thereafter, so long as there has been no transfer of this Lease by the Current Lessee (other than an exempt transfer as set forth in Paragraph 3.13(3), rent shall remain as specified in this subparagraph notwithstanding the provisions of Paragraph 3.13(4). (b) In the event of any transfer of this Lease to a Subsequent Lessee, the Subsequent Lessee shall pay annual rent equal to two and one-half percent (2.5%) of the Actual Sales Value determined as of the date of the transfer in accordance with the provisions of paragraph 3.A(1). Thereafter, rent shall be adjusted every seven years after the date of the transfer in accordance with the provisions of paragraph 3.13(4). (c) In the event of any transfer of this Lease to a Subsequent Lessee in a transaction other than an arm's length assignment of this Lease, and sale of the improvements on the Leased Land, if any, such as a gift or transfer by inheritance other than an exempt transfer under Paragraph 3.13(3), the Subsequent Lessee shall pay annual rent equal to the Average Actual Sales Value Rent calculated as of the date of the transfer in accordance with the provisions of Paragraph 3.A(2). (2) Execution After the Effective Date. In the event this Lease is first executed after the Effective Date, rent shall be determined and paid as follows: (a) Current LesseeMithin Five Years After Effective Date: In the event this Lease is executed by the Current Lessee within five (5) years after the Effective Date, the Current Lessee shall pay annual rent equal to Initial Rent plus a sum calculated by multiplying the difference between Initial Rent and Average Actual Sales Value Rent by a fraction equal to the number of months between the Effective Date and Execution Date, divided by sixty. The Current Lessee shall also pay all Deferred Rent concurrent with the execution of this Lease. Thereafter, so long as there has been no transfer of this Lease by the Current Lessee, rent shall remain as specified in this subparagraph, notwithstanding the provisions of Paragraph 3.6(4). (b) Current Lessee/More Than Five Years After Effective Date: In the event this Lease is executed by the Current Lessee more than five (5) years after the Effective Date, the Current Lessee shall pay annual rent equal to Average Actual Sales Value Rent calculated as of the date of execution in accordance with the provisions of Paragraph 3.A(2). The Current Lessee shall also pay all Deferred Rent concurrent with the execution of this Lease. Thereafter, rent shall be adjusted every seven (7) years after the date of execution in accordance with the provisions of Paragraph 3.B(4). (c) Subsequent Lessee: In the event the Current Lessee transfers the Pre- existing Lease to a Subsequent Lessee who wishes to sign this Lease after the Cut-off Date, the Subsequent Lessee shall pay annual rent equal to two and one-half percent (2.5%) of Actual Sales Value determined as of the date of execution and in accordance with Paragraph 3.A(1). The Subsequent Lessee shall also pay all Deferred Rent concurrent with the execution of this Lease. The annual rent shall be adjusted every seven (7) years following the Execution Date in accordance with the provisions of Paragraph 3.6(4). 4 (d) Subsequent Lessee: In the event of any transfer of this Lease to a Subsequent Lessee who wished to sign this Lease after the Cut-off Date in a transaction other than an arm's length assignment of this Lease, and sale of the improvements on the Leased Land, if any, such as a gift or transfer by inheritance other than an exempt transfer under Paragraph 3.6(3), the Subsequent Lessee shall pay annual rent equal to the Average Actual Sales Value Rent calculated as of the date of the transfer in accordance with the provisions of Paragraph 3.A(2). The Subsequent Lessee shall also pay all Deferred Rent concurrent with the execution of this Lease. The annual rent shall be adjusted every seven (7) years following the Execution Date in accordance with the provisions of Paragraph 3.13(4). (3) Exempt Transfers. The provisions of Paragraph 3.13 regarding transfers shall not operate to increase rent if: (a) Lessee is assigning an interest in this Lease to a trustee under a deed of trust for the benefit of a lender; (b) the transfer is caused by the death of a spouse and the full interest of the deceased spouse is transferred to a surviving spouse; (c) the transfer of an interest in this Lease is between or among tenants in common or joint tenants in ownership of the leasehold estate created by this Lease, and such tenants in common or joint tenants first acquired their respective interests in this Lease simultaneously; (d) the transfer or assignment is by a bona fide lender acquiring title by foreclosure or deed in lieu of foreclosure of a trust deed; or (e) the transfer is a sublease of the premises for three years or less; provided, however, that in determining the term of a sublease, any options or rights to renew or extend the sublease shall be considered part of the term whether or not exercised; (f) the transfer is caused by the dissolution of the marriage of Lessee and the full interest of one of the spouses is transferred to the other spouse; (g) the transfer is to an inter vivos trust, living trust or other similar estate planning arrangement of Lessee; provided, however, that the provisions of Paragraph 3.0 shall apply upon the death of such Lessee if the beneficiary of such trust or other arrangement is other than the surviving spouse or a tenant in common or joint tenant in ownership of the leasehold estate created by this Lease, and such tenants in common or joint tenants first acquired their respective interests in this Lease simultaneously; or (h) the transfer is to a guardian or custodian of Lessee appointed due to the physical or mental incapacity of Lessee; provided, however, that the provisions of Paragraph 3.0 shall apply upon the death of such Lessee unless the transferee is the surviving spouse or a tenant in common or joint tenant in ownership of the leasehold estate created by this Lease, and such tenants in common or joint tenants first acquired their respective interests in this Lease simultaneously. (4) Rent Adjustments. (a) Except as provided in Paragraphs 3.13(I)(a), 3.13(2)(a) and 3.13(3), on the seventh (7th) anniversary of the Execution Date of this Lease, or the seventh (7th) anniversary of the date of any transfer of this Lease by any Current or Subsequent Lessee, rent shall be adjusted to reflect any increase or decrease in the cost of living, which adjustment shall be determined as set forth hereinafter. The most recently published CPI figure shall be determined as of the date ninety 5 (90) days prior to the adjustment date, and rent payable during the ensuing seven (7) year period shall be determined by increasing or decreasing the then current rent by a percentage equal to the percentage increase or decrease, if any, in the CPI as of the Execution Date, or the date of the most recent rental adjustment, or the date of any transfer of this Lease by any Current or Subsequent Lessee, whichever is later. In no event shall rent be increased or decreased by a sum greater than forty percent (40%) of the rent paid by Lessee as of the later of (i) the Execution Date, or (ii) the last rental adjustment date. Lessor shall endeavor to notify Lessee of rental adjustments at least forty-five (45) days prior to the end of each seventh (7th) lease year; provided, however, failure of Lessor to give forty-five (45) days' notice does not relieve Lessee from the obligation to pay increased rent or the right to pay less rent in the event of a decrease in the CPI; and, provided further, that Lessee shall have no obligation to pay rent increases which apply to any period greater than ninety (90) days prior to the receipt by Lessee of Lessor's notice of an increase in rent. (b) In the event Lessee is two or more persons owning the leasehold estate created hereby as tenants in common or joint tenants, and less than all of such persons transfer their interest in this Lease to a person other than to an existing tenant in common or joint tenant, the rent adjustment shall be prorated to reflect the percentage interest being transferred to a third party. For example, if two persons are the Lessee as tenants in common as to equal one-half interests, and one of such persons transfers his/her 50% interest to a third party, the rent shall be adjusted as provided in Paragraph 3.13(2)(c), and thereafter as provided in Paragraph 3.6(4)(a), and the resultant rental increase multiplied by the percentage transferred (50%) to determine the rental increase; provided, however, that any subsequent transfer of an interest in this Lease to such third party shall not be exempt under subparagraph 3.13(3). (5) Installment Payments/Grace Period. Lessee shall pay rent in equal monthly installments, in advance, with payment due on or before the first day of the month for which rent is paid. Rent shall be prorated during any month when a transaction which increases rent becomes effective other than the first day of that month. No late payment charge applies to payments received by Lessor on or before 5:00 P.M. on the fifteenth (15th) day of the month for which the payment is made ("Grace Period") . If a rent payment, or any portion thereof, is received by Lessor after expiration of the Grace Period, Lessee shall pay Lessor a late payment charge equal to four percent (4%) of each late payment, or portion thereof. Rent payments shall be payable to the City of Newport Beach and sent, or delivered, to the Finance Director at the address specified for service of notices. Rent shall be payable by Lessee to Lessor in such coin or currency to the United States as at the time of payment is legal tender for public and private debts. Lessor and Lessee agree that late charges specified in this paragraph represent a fair and reasonable estimate of the cost Lessor will incur by reason of any late payment by Lessee. Any late or missed payment of rent constitutes a default pursuant to paragraph 13 of this Lease. Any failure by Lessor to declare a default and initiate termination of this Lease due to a late or missed payment shall not be considered a waiver of the right of Lessor to do so for that or any other late or missed payment. C . Credit to Tidelands Fund. In calculating Initial Rent under this Lease, a credit was given to certain of the Current Lessees equal to the annual amortization of the present value of the additional property tax to be paid by such lessees during the remaining period of the Pre- existing Lease. This credit, commonly referred to as the "tax advantage", is shown on Exhibit D for each affected lot. This credit was extended by Lessor to Current Lessees as consideration for entering into this Lease. As a consideration in its approval of this Lease, the California State Lands Commission required Lessor to credit its State supervised Tidelands Trust Fund by an amount equivalent to the tax advantage derived from those lots in Beacon Bay comprising tidelands. This amount is shown on Exhibit D for each affected lot comprising tidelands. Accordingly, Lessor has unilaterally agreed to annually calculate the amount of such tax advantage derived from the tidelands parcels in Beacon Bay and to credit an equivalent amount as revenue to the State supervised Tidelands Trust Fund. This provision is included in this Lease to 6 acknowledge the agreement of Lessor with the California State Lands Commission, and does not affect the rights and obligations of Lessor or Lessee under this Lease. 4. TRANSFERS. A. Conditions Precedent to Transfer. Lessee may transfer this Lease subject to the prior written consent of Lessor, which consent shall not be unreasonably withheld, delayed or conditioned. Lessor shall consent to any transfer when Lessee and the proposed transferee have complied with the following: (1) Lessee shall furnish Lessor with executed copies of each and every document used to effect the transfer. (2) Lessee or the proposed transferee shall pay to Lessor a transfer fee of one hundred dollars ($100.00); (3) Lessee shall execute a "Termination of Leasehold Interest" for recordation; and (4) The proposed transferee shall execute a new lease and execute a "Memorandum of Lease" for recordation, which lease shall be identical to this Lease and have a term equal to the remaining term of this Lease at the time of the transfer. B . Transfer Information. The parties to any non-exempt transfer of this Lease shall provide Lessor with all information relevant to a determination of the total consideration paid for the transfer, as well as all documents which are relevant to the total consideration paid for the transfer. Lessee and the proposed transferee shall provide this information not later than forty- five (45) days prior to the proposed effective date of the transfer of this Lease. Lessor shall have the right, at its sole discretion, to commission an appraisal of the fair market value of this Lease and improvements thereon as of the date of transfer. Any such appraisal shall be completed not later than thirty (30) days after receipt by Lessor of the aforementioned information from the Lessee. If the value determined by the appraiser commissioned by Lessor exceeds the stated total consideration to be paid based on the information received from the Lessee by more than ten percent (10%), Lessor shall so notify the Lessee and provide Lessee with a full copy of such appraisal report, and said value shall be deemed the Actual Sales Value for purposes of calculating Average Actual Sales Value Rent and rental payments unless within fifteen (15) days after receiving such notice and the report the Lessee notifies Lessor that Lessee elects to cause an appraisal of the fair market value of this Lease and improvements thereon as of the date of transfer to be conducted by an independent appraiser. In such event, Lessee cause such appraisal to be completed no later than thirty (30) days after the notice to Lessor and shall provide Lessor with a full copy of the appraisal upon completion. The Actual Sales Value for purposes of calculating Average Actual Sales Value Rent and rental payments shall be the greater of (i) the stated consideration for the transfer, or (ii) the average of the two appraisals. Any appraisal commissioned by Lessor or Lessee under this Paragraph 4.13 shall be conducted by an MAI appraiser licensed to conduct business in the State of California and experienced in residential appraisals in Southern California. C. Exempt Transfer Information. Lessor's consent is not required for the "exempt transfers" referenced in Paragraph 3.6(3); provided, however, Lessee shall furnish Lessor with copies of all documents used to effect any exempt transfer. D . Audit of Subleases. It is the intent of the parties that transfers referred to in Section 32(3)(e) shall only be exempt from the further provisions of Paragraph 3.13 (in respect of rental adjustments) if such subleases are not substantially equivalent to, do not have substantially the same economic effect as, or are intended to disguise, a transfer by the then Lessee of all or substantially all of his/her interest in this Lease to the putative sublessee. Lessor shall at all times have the right, upon written request to the Lessee, to receive copies of all written agreements, and to be advised in full of all oral agreements, between the Lessee and any sublessee of the Leased Land. Any purported sublease of the premises which is determined to be substantially equivalent to, or have substantially the same economic effect as, or is intended to disguise, a transfer by the then Lessee of all or substantially all of his/her interest in this Lease to the putative sublessee shall be void and of no force or effect, and such attempted or purported sublease shall, 7 at the option of Lessor, (i) be an event of default by the Lessee under this Lease, or (ii) permit Lessor to treat such sublease as a transfer of this Lease subject to the provisions of Section 3.6. 5. ENCUMBRANCES. A. Right to Encumber. Lessee may encumber this Lease by deed of trust, mortgage, or similar instrument, in favor of any bona fide lender ("Lender") in a bona fide loan transaction for any purpose without the consent of Lessor. To determine whether a loan is a bona fide lending transaction, and not an arrangement for transfer of the possession or title to the Premises to the putative lender, Lessee and the lender agree to provide Lessor with all documentation executed between Lessee and the lender concerning the loan upon request of Lessor. Neither Lessee nor Lessor shall have the power to encumber Lessor's interest in the Leased Land. Any encumbrance shall be subject to all covenants, conditions and restrictions in this Lease and to all rights and interests of Lessor except as otherwise expressly provided in this Lease. Lessee shall give Lessor prior written notice of any encumbrance. B . Notice to Lender. Lessor shall have no obligation to give any Lender any written notice pursuant to this Lease unless the Lender has given Lessor written notice of its name, address, and nature of encumbrance ("Complying Lender") . Lessor shall give all Complying Lenders a copy of any written notice of default, notice of termination or other notice which may affect Lessee's rights under this Lease. Notice shall be deemed given by Lessor to Lender five (5) days following deposit in the United States mail, certified and return receipt requested, postage prepaid, and sent to Lender at the address furnished in writing by Lender. C . Modification. Lessor and Lessee agree that they will not modify, surrender or cancel this Lease by mutual agreement without the prior written consent of Lender. D . Rights of Lender. Any Lender holding or the beneficiary of a security interest or lien on this Lease and the leasehold estate created hereby shall have the right, during the term of the Lease, to: (1) perform any act required of Lessee pursuant to this Lease; (2) transfer this Lease to the purchaser at any foreclosure sale, the assignee in the event of an assignment in lieu of foreclosure, or to acquire the interest of Lessee pursuant to foreclosure or assignment and thereafter transfer this Lease to the Lender's successor. Lender shall have no right to transfer this Lease unless and until Lender has cured all defaults requiring the payment or expenditure of money by Lessee. E . Right of Lender to Cure Default. Lessor shall give written notice of any default or breach of this Lease by Lessee to Lender and afford Lender the opportunity, after notice, to: (1) cure the breach or default within ten (10) days after expiration of the time period granted to Lessee for curing the default if the default can be cured by payment of money; (2) cure the breach or default within thirty (30) days after expiration of the time period granted to Lessee for curing the default when the breach or default can be cured within that period of time; or (3) cure the breach or default in a reasonable time when something other than money is required to cure the breach or default and cannot be performed within thirty (30) days after expiration of the time period granted to Lessee for curing the default, provided the acts necessary to cure the breach are commenced within thirty (30) days and thereafter diligently pursued to completion by Lender. F. Foreclosure in Lieu of Cure. Lender may forestall termination of this Lease for a default or breach by Lessee by commencing foreclosure proceedings subject to strict compliance with the following: N (1) proceedings are commenced within thirty (30) days after the later of (i) expiration of the time period granted to Lessee for curing the default, or (ii) service on Lender of the notice describing the breach or default; (2) the proceedings are diligently pursued to completion in the manner authorized by law; and (3) Lender performs all of the terms, covenants and conditions of this Lease requiring the payment or expenditure of money by Lessee until the proceedings are complete or are discharged by redemption, satisfaction, payment or conveyance of this Lease to Lender. G. New Lease. Notwithstanding any other provision of this Lease, should this Lease terminate or be terminated because of any default or breach by Lessee, Lessor shall enter into a new lease with Lender as lessee provided: Lender: (1) the written request for the new lease is served on Lessor by Lender within thirty (30) days after the termination of this Lease. (2) the new lease contains the same terms and conditions as this Lease except for those which have already been fulfilled or are no longer applicable. (3) on execution of the new lease by Lessor, Lender shall pay any and all sums that would be due upon execution of the new lease, but for its termination, and shall fully remedy, or agree in writing to remedy, any other default or breach committed by Lessee that can reasonably be remedied by Lender. (4) Lender shall, upon execution of the new lease, pay all reasonable costs and expenses (including attorney's fees) incurred in terminating this Lease, recovering possession of the premises from Lessee, in preparing the new lease. H . Miscellaneous. The following provisions shall apply to Lessor, Lessee and any (1) Any Lender shall be liable to perform the obligations of the Lessee under this Lease only so long as the Lender holds title to this Lease; (2) Lessee shall, within ten (10) days after the recordation of any trust deed or other security instrument, record, at Lessee's sole expense, Lessor's written request for a copy of any notice of default and/or notice of sale under any deed of trust as provided by state law. 6. USE AND MAINTENANCE. A . Use of Leased Land. The Leased Land shall be solely for residential purposes. Lessee may demolish, construct, remodel, reconstruct and maintain structures on the Leased Land for residential purposes so long as the structures and construction are authorized by appropriate City permit and fully comply with all City ordinances, resolutions, regulations, policies, and plans. Lessee shall also obtain permission to construct and/or maintain structures from the California Coastal Commission and any other state agency if required by law. B . Maintenance of Improvements. Lessor shall not be required to make any changes, alterations, additions, improvements, or repairs in on or about all or part of the Premises. Lessee shall, at all times during the term of this Lease and without any cost or expense to Lessor, keep and maintain, the Premises, including, without limitation, all structures, facilities, walks, curbs, parkways and other improvements, in good order and repair and in a clean, safe, sanitary and orderly condition. Lessee shall repair or reconstruct any improvements on the Leased Land following any damage or destruction thereof, unless the improvements are being destroyed in conjunction with remodeling or reconstruction and Lessor has consented, in writing, to the damage or destruction. Lessee shall cause to be constructed, maintained and repaired all utilities, pipes, walls, sewers, drains, and other improvements on the Premises to the extent required by law or as necessary to maintain the improvement in good order and repair and safe and sanitary condition. C . Compliance with Laws. Lessee shall make, or cause to be made, any additions, alterations or repairs to any structure or improvement on the Premises which may be required by, and Lessee shall otherwise observe and comply with, any law, statute, ordinance, plan, resolution or policy applicable to the Premises. Lessee shall indemnify, defend and hold Lessor harmless from and against any loss, liability, action, claim or damage, arising out of, or in any way related, to Lessee's failure to comply with, and perform pursuant to, provisions of this subparagraph C. All repairs, additions, and alterations to the structures or improvements on the Premises shall conform to all applicable laws, ordinances, regulations, plans, policies and resolutions and all work shall be performed with reasonable diligence, completed within a reasonable time, and performed at the sole cost and expense of Lessee. D . As Is Condition of Premises. Lessee expressly accepts the Premises "as is" and acknowledges that Lessor has made no representations or warranties as to the suitability of the property or any construction or improvement. Lessee shall conduct all tests necessary to determine the suitability of the property for any proposed construction or improvement, including, without limitation, the amount and extent of any fill, and related factors. Lessee expressly acknowledges that Lessor shall not be liable for any damage or loss resulting from any subsurface or soil condition in, on, or under the Premises or adjacent property. Lessee expressly acknowledges that, while the legislature of the State of California has purportedly removed the public trust restrictions on use of the Property pursuant to the Beacon Bay Bill, the Leased Land may constitute filled tidelands, and Lessor has made no representation or warranty relative to the validity of the Beacon Bay Bill or the power of the legislature of the State of California to remove public trust restrictions on tidelands through legislation. Notwithstanding the foregoing, in the event of any challenge to the right and power of Lessor to lease the Leased Land for the purposes provided in this Lease, Lessor agrees, at its sole cost and expense, to use all reasonable efforts to resist and defend against such challenge and to seek a ruling or judgment affirming and upholding the right and power of Lessor to lease the Leased Land for the purposes provided in this Lease. 7. TAXES AND UTILITIES. It is understood by Lessor and Lessee that this Lease shall give rise to a possessory interest tax obligation and that the execution of this Lease will constitute a reassessment event which may give rise to a material increase in the possessory interest tax currently payable by Lessee under the Pre-existing Lease. Lessee shall pay, before delinquent, all utility charges and any general and special taxes, assessments or other governmental charges, if any, which may be levied on the Leased Land, and/or any improvements, including, without limitation, any possessory interest tax. Any lien for unpaid utilities, taxes, assessments or charges shall not attach to the leasehold interest but only to improvements located on the Leased Land. 8. USE AND MAINTENANCE OF COMMON AREA. Lessee shall have the right to use the streets, beaches, walkways, tennis courts, docks, piers, and common landscaped areas in Beacon Bay (as depicted on Exhibit A) and which are leased to the Beacon Bay Community Association by Lessor in consideration of the maintenance thereof by such Association and rent to be paid by individual Lessees under their respective leases. 9. MAINTENANCE AND IMPROVEMENT OF INFRASTRUCTURE. Lessor has no obligation to install, improve, repair, or maintain streets, curbs, gutters, water lines, sewer lines, drainage facilities, street lighting or other facilities used by the residents of Beacon Bay (Infrastructure). Notwithstanding Section 8 above, Lessor reserves the right, after a five (5) year period following the Effective Date and upon approval by the Lessees representing a majority of the lots in Beacon Bay, to improve and maintain streets, curbs, gutters, water lines, sewer lines', drainage facilities, street lighting, telephone and electricity lines and other Infrastructure facilities in Beacon Bay at its initial cost and to assess Lessee for a pro rata share of such costs, and to collect such costs from Lessee in the form of rent over the remaining term of this Lease. 10 10. COMMUNITY ASSOCIATION. A. Membership in Association. As a material part of the consideration of this Lease, and as an express condition to the continuance of any of the rights of Lessee pursuant to this Agreement, Lessee agrees to become, and during the term of this Lease to remain, a member in good standing of the Beacon Bay Community Association. B. Compliance with Rules and Regulations. Lessee agrees to abide by the Articles of Incorporation, bylaws, and all rules and regulations of the Association, and to pay to the Association, before delinquency, all valid dues, fees, assessments and other charges properly levied or assessed by the Association. Lessee's failure to comply with the provisions of Paragraph A and this Paragraph B shall constitute a material breach of this Lease. C. Lessor Maintenance of Common Areas. In addition to the rights reserved to Lessor pursuant to the provisions of Section 9, if the Community Association fails or ceases to maintain community facilities, Lessor may, at its option and without obligation, assume the obligations of the Community Association to maintain, repair, install or improve community facilities. In such event, Lessee shall pay a pro rata share of Lessor's reasonable expenses in maintaining and operating the community facilities, including a reasonable management fee or the fee charged by a management agent. Lessee's pro rata share shall be determined by dividing Lessor's costs by the number of residential lots within Beacon Bay (currently seventy-two lots) . Lessee's pro rata share of the annual costs incurred by Lessor shall be paid within thirty (30) days after written notice of the amount due, and any failure to pay shall constitute a material breach of this Lease. The costs of maintaining and operating community facilities shall be determined annually and solely from the financial records of Lessor. 11. COVENANTS, CONDITIONS AND RESTRICTIONS. Lessee agrees to abide and be bound by all covenants, conditions, restrictions and reservations as contained in Exhibit D attached hereto and incorporated herein by this reference. Said covenants, conditions and restrictions shall run with the Leased Land and shall be binding on Lessee and Lessee's successors in interest. 12. INDEMNIFICATION. Lessee shall indemnify, defend and hold harmless Lessor, its City Council, Boards and Commissions, officers, agents, servants and employees from and against any and all actions, causes of action, obligations, costs, damages, losses, claims, liabilities and demands of any nature whatsoever, including reasonable attorneys' fees, regardless of the merit or outcome of any such claim or suit, arising out of, or in any way related, to the condition of the Premises, or the use or possession of the Premises by Lessee, or Lessee's employees, agents, representatives, guests or invitees, as well as any activity, work or things which may be permitted or suffered by Lessee in or on the Premises. Lessee shall indemnify, defend and hold harmless Lessor, its City Council, Boards and Commissions, officers, agents, servants and employees from and against any and all actions, causes of action, obligations, costs, damages, losses, claims, liabilities, and demands of any nature whatsoever, including reasonable attorneys' fees, accruing or resulting to any and all persons, firms or corporations furnishing or supplying work, services, materials, equipment or supplies arising from or in any manner connected to the use or possession of the Premises by Lessee or from any activity, work or things which may be permitted or suffered by Lessee in or about the Premises. Without limiting the generality of the foregoing, Lessee hereby assumes all risk of damage to property or injury to persons in or about the Premises from any cause except for damage or injury resulting from the negligence or willful, fraudulent or criminal conduct by Lessor and/or its officers, employees, agents and representatives, and Lessee hereby waives all claims in respect thereof against Lessor. 13. INSURANCE. A. General Conditions. All insurance required to be carried pursuant to this Section 13 shall be obtained from reputable carriers licensed to conduct business in the State of California. Each policy required to be carried pursuant to this Section 13 shall name Lessee and Lessor as additional named insureds, and shall provide that the policy may not be surrendered, cancelled or 11 terminated, or coverage reduced, without not less than twenty (20) days prior written notice to Lessor. B . Fire Insurance. Lessee shall, during the term of this Lease, insure all structures and improvements on the Leased Land against loss or damage by fire or other risk for residential structures. The insurance shall provide coverage to at least ninety percent (90%) of the full insurable replacement value of all improvements on the Leased Land, with the loss payable to Lessee unless this Lease is terminated by Lessor for default of Lessee in which case the proceeds of insurance shall be paid to Lessor. C. Liability Insurance. Lessee shall, at Lessee's sole cost and expense, procure and maintain during the term of this Lease, a broad form comprehensive coverage policy of public liability insurance which insures Lessee and Lessor against any loss or liability caused by, or in any way related to, the condition, for Lessee's use and occupation, of the premises in amounts not less than: (1) $500,000 per occurrence for injury to, or death of, one person; (2) $100,000 for damage to or destruction of property. 14. DEFAULT. A. Events of Default. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Lessee: (1) the abandonment of the Premises by Lessee; (2) the failure by Lessee to make any payment of rent when due if the failure continues for three (3) days after written notice has been given to Lessee. In the event that Lessor serves Lessee with a Notice to Pay Rent or Quit pursuant to applicable unlawful detainer statutes, such Notice to Pay Rent or Quit shall also constitute the notice required by this paragraph; (3) the failure by Lessee to perform any of the provisions of this Lease and any Exhibits attached hereto to be performed by Lessee, other than described in Paragraph 14.A(2) above, if the failure to perform continues for a period of thirty (30) days after written notice thereof has been given to Lessee. If the nature of Lessee's default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be in default if Lessee commences the cure within said thirty (30) day period and thereafter diligently prosecutes the cure to completion; or (4) the failure of Lessee to provide Lessor with all relevant information regarding the total consideration paid in conjunction with any transfer of this Lease; (5) the making by Lessee of any general assignment, or general arrangement for the benefit of creditors; the filing by or against Lessee of a petition to have Lessee adjudged a bankrupt or a petition for reorganization or arrangement of any law relating to bankruptcy unless the same is dismissed within sixty (60) days; the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located at the Premises or of Lessee's interest in the Lease, where possession is not restored to Lessee within thirty (30) days; or the attachment, execution or other judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in the Lease, where such seizure is not discharged within thirty (30) days. Notices given under this Paragraph 14.A shall specify the alleged default and the applicable lease provisions, and shall demand that Lessee perform the provisions of this Lease or pay the rent that is in arrears, as the case may be, within the applicable period of time. No such notice shall be deemed a forfeiture or a termination of this Lease unless Lessor so elects in the Notice. a. Landlord's Remedies. In the event of any default by Lessee as defined in Paragraph 14.A, Lessor may, in addition to any rights or remedies permitted by law, do the following: 12 (1) Terminate Lessee's right to possession of the Leased Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession of the Premises to Lessor. In such event, Lessor shall be entitled to recover from Lessee all amounts to which Lessor is entitled pursuant to Section 1951.2 of the California Civil Code, or any other provision of law, including, without limitation, the following: (a) The worth at the time of award of the amount by which the unpaid rent and additional rent for the balance of the term after the time of award exceeds the amount of the loss than Lessee proves could be reasonably avoided; and (b) any other amount necessary to compensate Lessor for all detriment proximately caused by Lessee's failure to perform obligations pursuant to this Lease or which in the ordinary course of things would be likely to result from the breach, including, without limitation, the cost of recovering possession, expenses of reletting (including necessary repair, renovation and alteration) reasonable attorneys' fees, and any other reasonable costs. The "worth at the time of award" of all rental amounts other than that referred to in clause (i) above shall be computed by allowing interest at the rate of ten percent (10%) per annum from the date amounts accrue to Lessor. The worth at the time of award of the amount referred to in clause (i) shall be computed by discounting such amount at one percentage point above the discount rate of the Federal Reserve Bank of San Francisco at the time of award. (2) Without terminating or affecting the forfeiture of this Lease or, in the absence of express written notice of Lessor's election to do so, relieving Lessee of any obligation pursuant to this Lease, Lessor may, but need not, relet all or a portion of the Premises at any time, or from time to time, and on such terms and conditions as Lessor, at its sole discretion, deems appropriate. Whether or not the Premises are relet, Lessee shall pay all amounts required by this Lease up to the date that Lessor terminates Lessee's right to possession of the Premises. Lessee shall make such payments at the time specified in the Lease and Lessor need not wait until termination of the Lease to recover sums due by legal action. If Lessor relets all or a portion of the Premises, the reletting shall not relieve Lessee of any obligation pursuant to this Lease; provided, however, Lessor shall apply the rent or other proceeds actually collected by virtue of the reletting against amounts due from Lessee. Lessor may execute any agreement reletting all or a portion of the leased premises and Lessee shall have no right to collect any proceeds due Lessor by virtue of any reletting. Lessor shall not, by any reentry or reletting or other act, be deemed to: (a) Have accepted any surrender by Lessee of this Lease or the leased premises; (b) have terminated this Lease; or (c) have relieved Lessee of any obligation pursuant to this Lease unless Lessor has given Lessee express written notice of Lessor's election to do so. (3) Lessor may terminate this Lease by express written notice to Lessee of its election to do so. The termination shall not relieve Lessee of any obligation which has accrued prior to the date of termination. In the event of termination, Lessor shall be entitled to recover the amount specified in Paragraph 14.6(1). C . Default By Lessor. Lessor shall not be in default unless Lessor fails to perform obligations required of Lessor within a reasonable time, but in no event later than thirty (30) days after written notice by Lessee to Lessor specifying wherein Lessor has failed to perform such obligation. If the nature of Lessor's obligation is such that more than thirty (30) days are required for performance, then Lessor shall not be in default if Lessor commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. 13 D . Stay of Obligations. Neither party shall be under any obligation to perform or comply with its obligations pursuant to this Lease after the date of any default by the other party. E . Determination of Rental Value. In any action or unlawful detainer commenced by Lessor, the reasonable rental value of the Leased Land shall be deemed to be the amount of rent and additional rent (such as reimbursement for costs of Infrastructure improvements or the payment of taxes or assessments) for the period of the unlawful detainer, unless Lessor/Lessee shall prove to the contrary by competent evidence. F . Waiver of Rights. The failure or delay of either party to exercise any right or remedy shall not be construed as a waiver of such right or remedy or any default by the other party. Lessor's acceptance of any rent shall not be considered a waiver of any preexisting breach of default by Lessee other than the failure to pay the particular rent accepted regardless of Lessor's knowledge of the preexisting breach of default at the time rent is accepted. G. Waiver of Right of Redemption. Lessee waives any right of redemption or relief from forfeiture pursuant to Code of Civil Procedure Sections 1174 and 1179 and/or pursuant to any existing or future statutory or decisional law in the event Lessee is evicted or Lessor takes possession of the Premises by reason of Lessee's default. 15. SURRENDER OF POSSESSION UPON EXPIRATION OR TERMINATION. A. Surrender of Premises. Upon the expiration or termination of this Lease, Lessee agrees to peaceably deliver possession of, and agrees to vacate without contest, legal or otherwise, the Leased Land. Lessor, at its sole discretion, may record a document evidencing the expiration or termination of the leasehold interest. Lessee waives any right to receive relocation assistance or similar form of payment. B . Removal of Improvements. Upon the expiration of the term of this Lease, and on condition that Lessee is not then in default of any of the provisions of this Lease, Lessee shall have the right to remove from the Leased Land all buildings and improvements built or installed on the Leased Land. Removal of any building or improvement shall be at the sole cost and expense of Lessee and removal must be complete no later than ninety (90) days after expiration of the term of this Lease. Lessee shall fill all excavations and remove all foundations, debris and other parts of the buildings or improvements remaining after removal and surrender possession of the Premises to Lessor in a clean and orderly condition. In the event any of the buildings and improvements are not removed within the time provided in this Paragraph 15.13, they shall become the property of Lessor without the payment of any consideration. 16. EMINENT DOMAIN. A. Definitions of Terms. (1) The term "total taking" as used in this Section 16 shall mean the taking of the entire Premises under the power of eminent domain or the taking of so much of the Leased Land as to prevent or substantially impair the use thereof by Lessee for the residential purposes. (2) The term "partial taking" shall mean the taking of a portion only of the Premises which does not constitute a total taking as defined above. (3) The term "taking" shall include a voluntary conveyance by Lessor to an agency, authority or public utility under threat of a taking under the power of eminent domain in lieu of formal proceedings. (4) The term "date of taking" shall be the date upon which title to the Premises or portion thereof passes to and vests in the condemnor. B . Effect of Taking. If, during the term hereof, there shall be a total taking or partial taking under the power of eminent domain, then the leasehold estate of the Lessee in and to the 14 Leased Land or the portion thereof taken shall cease and terminate as of the date of taking of said Leased Land. If this Lease is so terminated in whole or in part, all rentals and other charges payable by Lessee to Lessor hereunder and attributable to the Leased Land or portion thereof taken shall be paid by Lessee up to the date of taking by the condemnor, and the parties shall thereupon be released from all further liability in relation thereto. C . Allocation of Award - Total Taking. All compensation and damages awarded for the total taking of the Premises and Lessee's leasehold interest therein shall be allocated as follows: (1) The Lessor shall be entitled to an amount equal to the sum of the following: (a) The fair market value of the Premises as improved (exclusive of the dwelling and appurtenances to such dwelling) as of the date of taking, discounted by multiplying such fair market value by the factor for the present worth of one dollar ($1.00) at nine percent (9%) per annum compound interest for the number of years remaining from the date of taking to the date of the expiration of the term of this Lease; and (b) The present worth of rents due during the period from the date of taking to the date of the expiration of the term of this Lease, computed by multiplying the annual rent then payable by the factor for the present worth of one dollar ($1.00) per annum at nine percent (9%) per annum compound interest (Inwood Coefficient) for the number of years in such period. (2) The Lessee shall be entitled to the amount remaining of the total award after deducting therefrom the sums to be paid to Lessor as hereinafter provided. D . Allocation of Award - Partial Taking. All compensation and damages awarded for the taking of a portion of the Leased Premises shall be allocated and divided as follows: (1) The Lessor shall be entitled to an amount equal to the sum of the following: (a) The proportionate reduction of the fair market value of the Premises as improved (exclusive of the dwelling and appurtenances to such dwelling) as of the date of taking, discounted by multiplying such proportionate reduction in fair market value by the factor for the present worth of one dollar ($1.00) at nine percent (9%) per annum compound interest for the number of years remaining from the date of taking to the date of expiration of the term of this Lease; and (b) The present worth of the amount by which the rent is reduced computed by multiplying the amount by which the annual rent is reduced by the factor for the present worth of $1.00 per annum at 9% per annum compound interest (Inwood Coefficient) for the number of years remaining from the date of taking to the date of expiration of the term of this Lease. (2) The Lessee shall be entitled to the amount remaining of the total award after deducting therefrom the sums to be paid to Lessor as hereinabove provided. E . Reduction of Rent on Partial Taking. In the event of a partial taking, the rent payable by Lessee hereunder shall be adjusted from the date of taking to the date of the expiration of the term of this Lease. Such rental adjustment will be made by reducing the basic rental payable by Lessee in the ratio that the Fair Market Rental Value of the Premises at the date of taking bears to the Fair Market Rental Value of the Premises immediately thereafter. 17. ATTORNEYS' FEES. Should either party be required to employ counsel to enforce the terms, conditions and covenants of this Lease, the prevailing party shall recover all reasonable attorneys' fees and charges (and court costs if applicable) incurred therein, whether or not court proceedings were commenced. 15 18. REMEDIES CUMULATIVE. The rights, powers, elections and remedies of the Lessor or Lessee contained in this Lease shall be construed as cumulative and no one of them shall be considered exclusive of the other or exclusive of any rights or remedies allowed by law, and the exercise of one or more rights, powers, elections or remedies shall not impair or be deemed a waiver of Lessor's or Lessee's rights to exercise any other. 19. NO WAIVER. No delay or omission of either party to exercise any right or power arising from any omission, neglect or default of the other party shall impair any such right or power or shall be construed as a waiver of any such omission, neglect or default on the part of the other party or any acquiescence therein. No waiver of any breach of any of the terms, covenants, agreements, restrictions or conditions of this Lease shall be construed as a waiver of any succeeding breach of the same or of any of the terms, covenants, agreements, restrictions or conditions of this Lease. 20. COMPLIANCE WITH LAWS. Lessee covenants and agrees to comply with all rules, regulations, statutes, ordinances and laws of the State of California, County of Orange, City of Newport Beach, or any other governmental body or agency having lawful jurisdiction over the Leased Land. 21. NOTICES. Any notice or notices provided for by this Lease or by law, to be given or served by Lessee, may be given or served by mail, registered or certified, with postage prepaid, on the City of Newport Beach, addressed to the Mayor, City Manager, or City Clerk, 3300 Newport Boulevard, P.O. Box 1768, Newport Beach, California 92659-1768, or at such other address as may be hereafter furnished to Lessee in writing. If notice is intended to be served by Lessor on Lessee, it may be served either: A. By delivering a copy to the Lessee personally; or B. By depositing the Notice in the United States Mail, registered or certified, with postage prepaid, to the residence or business address furnished by Lessee; or C. If the Lessee is absent from the Leased Land by leaving a copy with some person of suitable age and discretion who may be occupying the Leased Land; or D. If no one can be found, then by affixing a copy of the notice in a conspicuous place on the Premises and also sending a copy through the mail addressed to the Lessee. Such service upon Lessor or Lessee shall be deemed complete upon the earlier of (i) actual delivery, or (ii) the expiration of seventy-two (72) hours from and after the deposit in the United States mail of such notice, demand or communication. 22. HOLDING OVER. This Lease shall terminate and become null and void without further notice upon the expiration of the term of this Lease. Any holding over by Lessee after expiration of the term shall not constitute a renewal of this Lease or give Lessee any rights in or to the Premises except as expressly provided in this Section. The parties agree this Lease cannot be renewed, extended, or in any manner modified except in a writing signed by all parties. However, if Lessee, or anyone claiming under Lessee, shall remain in possession of the Premises after expiration of the term of this Lease without any agreement in writing between the parties and Lessor accepts rent from Lessee, then Lessee shall be deemed a tenant from month-to-month subject to the provisions of this Lease insofar as they may be applicable to a month-to-month tendency. The month-to-month tendency may be terminated by Lessor or Lessor upon thirty (30) days' prior written notice to the other. 16 2 3. QUIET ENJOYMENT. Lessor covenants and agrees that Lessee, upon paying the rent set forth herein and observing and keeping all covenants and agreements to be observed or kept by Lessor hereunder, shall quietly have and enjoy the Leased Land during the term of this Lease without hindrance or molestation by anyone claiming by or through Lessor. 24. SEVERABILITY. If any term or provision of this Lease shall, to any extent be invalid or unenforceable, the remainder of this Lease shall not be affected thereby, and each term and provision of this Lease shall remain valid and enforceable to the fullest extent permitted by law. 25. MISCELLANEOUS. A. Representations. Lessee agrees that no representations as to the Premises have been made by Lessor or by any person or agent acting for Lessor. Lessor and Lessee agrees and acknowledges that this document contains the entire agreement of the parties, that there are no verbal agreements" representations, warranties or other understandings affecting this agreement, and Lessor and Lessee, as a material part of the consideration of this Lease, waives all claims against the other for recision, damages, or otherwise by reason of any alleged covenant, agreement or understanding not contained in this Lease. 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 Lessee and apply to and bind Lessor and Lessee, as the case may be, their respective heirs, legatees, devisees, executors and administrators, successors, assigns, licensees, permittees, or any person who may come into possession or occupancy of said Leased Land or any part thereof in any manner whatsoever. Nothing in this paragraph shall in any way alter the provisions herein contained against assignment or subletting. C . Joint Several Liability. If Lessee consists of more than one person, the covenants, obligations and liabilities of Lessee pursuant to this Lease shall be the joint and several covenants, obligations and liabilities of such persons. D. Captions. The section and paragraph captions used in this Lease are for the convenience of the parties and shall not be considered in the construction or interpretation of any provision. E . Gender. In this Lease, the masculine gender includes the feminine and neuter and the singular number includes the plural whenever the context so requires. 17 IN WITNESS WHEREOF, the parties have caused this Lease to be executed as of the date first above written. LESSOR: CITY OF NEWPORT BEACH, Title: IT ANA R ATTEST: ):Qg CITY CLERK APPROYF. D AS FORM: i CI ATTORNEY LESSEE: DARRIN S. WILSON 18 V9 p C G 7 M � • Q tS'? `1 `n Ak4 /I l F`1 `L.•� � ora � if 60 tp Ap w i; i t�' S .4� N e• � , �•`r 'fie rd a �� i _ � le � � r SN • � � �, ` � Amo— •� 000���O � F �y p Z,`L a • o � r z oa Q I o l �F'pL cll� °d po 4 h 4t Is IN IQ o %4 ih je('/ _oA0 °,. ANp p� ADD h Seti O Y'AR .115• 7 c�vA R s. � y°s •h M ^�S ��1• � O n Ga CA � "� .01y• '•(•�• w se v •g J Exhibit A °I .sus• � •'^, �/ �-•—�5—..._ - - EXHIBIT B Beacon Bay Lot 54 described as follows: Lot 54 as shown on the map filed in Book 9, Pages 42 and 43 of Record of Surveys, in the office of the County Recorder, County of Orange, State of California. SUMMARY OF SALIENT FACTS AND CONCLUSIONS - continued SUMMARY OF VALUE INDICATIONS: Existing (lstyear) Unencumbered Fair Market Contract Effective Lot No. Fee Lot Value Rental Value Rent Net Rent Water Front Lots A $1,330,000 $48,520 $23,125.08 $31,940.00 B $1,200,000 $43,320 $12,506.85 $22,270.00 C $1,031,000 $37,560 $16,625.04 $22,480.00 1 $947,000 $34,200 $8,020.80 $15,030.00 2 $1,131,000 $41,640 $8,825.40 $17,950.00 3 $1,263,000 $46,920 $24,250.08 $31,560.00 4 $1,318,000 $49,120 $10,458.96 $21,260.00 5 $1,341,000 $50,120 $20,012.04 $28,840.00 6 $1,386,000 $51,680 $25,000.00 $34,260.00 7 $1,210,000 $44,800 $24,999.96 $31,870.00 8 $1,177,000 $43,480 $43,750.00 $43,480.00 9 $1,298,000 $47,840 $42,500.04 $44,350.00 10 $1,342,000 $49,600 $24,999.96 $33,540.00 11 $1,122,000 $41,280 $9,020.52 $17,020.00 12 $1,100,000 $40,400 $14,250.00 $22,190.00 13 $1,100,000 $40,400 $23,625.00 $29,450.00 14 $1,243,000 $45,640 $10,312.56 $19,690.00 15 $1,265,000 $46,520 $10,836.47 $20,240.00 16 $1,067,000 $39,080 $8,508.48 $16,480.00 17 $1,067,000 $39,080 $16,250.04 $21,750.00 18 $1,067,000 $39,080 $8,508.48 $16,480.00 19 $1,243,000 $45,640 $10,020.02 $19,500.00 20 $1,147,000 $42,320 $8,727.84 $17,910.00 21 $1,058,000 $38,760 $20,224.50 $26,660.00 22 $1,036,000 $37,880 $41,250.00 $37,880.00 ES 1 $1,037,000 $37,880 $28,749.96 $31,920.00 ES 2 $1,037,000 $37,880 $24,625.00 $29,220.00 Subtotals: $31,563,000 $1,160,640 $519,983.08 $705,220.00 Exhibit C - Page I arced - 0 I!q!4x3 00'51£'L$ 88'££5`£$ SZ£'93 000'££5$ 09 00'9LI'Z1$ 00'SZI'Oi$ 5Z0'91$ 000'929$ 69 00'LOO'01$ 00'05L'9$ L£I'91$ 000`825$ 85 00'LZ17'L$ 91'155`£$ L£L'91$ 000`965$ L5 00'516'L$ 96'£09`£$ 5L£'LI$ 000'L95$ 95 00'598'ZI$ 170'5Z9`OI$ 5LO'LI$ 000`659$ 55 00'LZZ'L$ 88'1717£'£$ L86`91$ 000'0£5$ 175 007617'8$ 00'6L17'17$ Z91'81$ 000'889$ £5 00'LZ6'£3 00'05L'ZI$ L£i'91$ 000`825$ Z5 00'LS8'L$ 9£'08L'£$ L£8'51$ 000'OZ9$ 19 00'017Z'L$ 9L'699'£$ 096'51$ 000'£29$ 09 00'L61'L$ 91'155'£$ L£8'91$ 000`OZ5$ 617 00'90£'6$ 96'6172'9$ 5LL'91$ 000'199$ 817 00'59£'L$ 9£'6917'£$ 9L17'91$ 000'619$ L17 00'Z617'8$ 179'17917'17$ Z91'81$ 000'889$ 917 00'066'L$ 178'990'17$ 00£'Li$ 000'599$ 917 00'L8L'L$ OZ'Z£8`£$ L£0'LI$ 000'895$ 1717 00'Z£Z`£i$ 00*092'11$ Z96'9I$ 000'999$ £17 00'ZL9'L$ 00'96L'£$ Z99'91$ 000'8175$ 217 00'00£'L$ 179'61L'£$ 005'91$ 000'£i5$ 117 007LS`£1$ 09'££1'11$ Z91'8I$ 000'889$ 017 00'L95'I1$ 170'SZI'6$ L£1'91$ 000'825$ 6£ 00'L96'L$ 9£'08L'£$ L£8'91$ 000'OZS$ 8£ 00'900'91$ 00'5Z9'17I$ 9ZL'9I$ 000'L19$ L£ 00'ZL9'L$ 00'96L'£$ Z99'9I$ 000'8175$ 9£ 00'08L'L$ 8Z'9LL'£$ 000'LI$ 000'699$ S£ 00'0617'8$ 179'17517'17$ 00Z'81$ 000'689$ 17£ 00'LO£'L$ 80'LO9'£$ L£1'91$ 000'829$ ££ 00'LIZ'L$ 817'889'£$ L£8'91$ 000'OZS$ Z£ 00'915`03 00'09L'8$ 9ZL`51$ 000'L19$ I£ 00'ZOI'L$ 91'155'£$ Z917,91$ 000'015$ 0£ 00'OLV93 00'5L£'91$ 099'93 000'819$ 6Z 00'98L'L$ ZL'L£I'17$ 9LL`91$ 000'Z179$ 8Z 00'ZOI'L$ 1717'9£17'£$ Z16'91$ 000'615$ LZ 00'Z176'9$ ZL'Li17'£$ ZI9'91$ 000`119$ 9Z 00'LL6'9$ Z1'66£'£$ L£5'M 000'609$ 9Z 00'L68'8$ 170'SZI'9$ L£Z'91$ 000'105$ 172 00'L6Z'9$ Z£'Z8L'Z$ L817'171$ 000'8L17$ £Z s10 -I soualuI luag 1aN 1U021 antes lulua2l amen 10'I a93 'ON 1011 an909jjg 10e.tuOD 101ieW Ire3 ponquinouaun (lea,( is I) Sulls►xg it panuiluoo - SNOISfYIONOD CNV SID -VA J-NHI"IVS d0 A2 VY01 ns SUMMARY OF SALIENT FACTS AND CONCLUSIONS - continued Exhibit C - Paae 3' Existing (1st year) Unencumbered Fair Market Contract Effective Lot No. Fee Lot Value Rental Value Rent Net Rent Interior Lots - continued 61 $588,000 $18,162 $4,436.16 $8,482.00 ES 3 $474,000 $14,225 $8,750.04 $10,325.00 ES 4 $467,000 $13,962 $3,021.96 $6,322.00 ES 5 $470,000 $14,075 $10,000.08 $11,415.00 ES 6 $468,000 $14,000 $2,982.96 $6,310.00 ES 7 $461,000 $13,737 $2,966.04 $6,057.00 ES 8 $471,000 $13,925 $3,118.08 $6,455.00 Subtotal Int.: $23,786,000 $724,637 $254,617.16 $397,807.00 Subtotal W.F.: $31,563,000 $1,160,640 $519,983.08 $705,220.00 Grand Totals: $55,349,000 $1,885,277 $774,600.24 $1,103,027.00 Exhibit C - Paae 3' Lot No. Waterfront Lots A B C 1 2 3 4 5 6 7 8 9 10 11 12 13 .v 14 15 16 17 18 19 20 21 22 ES 1 ES 2 Waterfront Subtotal: Distribution of Rents and Tax Advantage between Tidelands and Uplands* (1st year) Proportionate Proportionate Annual Amort. Tidelands Effective % % Rent Rent of PV of Tax Tax Net Rent Tidelands Uplands Tidelands Uplands Advantage Advantage $31,940.00 100% 0% $31,940 $0 $0 $0 $22,270.00 100% 0% $22,270 $0 $930 $930 $22,480.00 100% 0% $22,480 $0 $1,410 $1,410 $15,030.00 100% 0% $15,030 $0 $2,080 $2,080 $17,950.00 100% 0% $17,950 $0 $2,260 $2,260 $31,560.00 100% 0% $31,560 $0 $560 $560 $21,260.00 100% 0% $21,260 $0 $2,610 $2,610 $28,840.00 100% 0% $28,840 $0 $1,620 $1,620 $34,260.00 100% 0% $34,260 $0 $0 $0 $31,870.00 95% 5% $30,276 $1,594 $0 $0 $43,480.00 50% 50% $21,740 $21,740 $0 $0 $44,350.00 5% 95% $2,217 $42,132 $0 $0 $33,540.00 0% 100% $0 $33,540 $0 $0 $17,020.00 0% 100% $0 $17,020 $3,200 $0 $22,190.00 0% 100% $0 $22,190 $1,130 $0 $29,450.00 0% 100% $0 $29,450 $0 $0 $19,690.00 0% 100% $0 $19,690 $2,880 $0 $20,240.00 20% 80% $4,048 $16,192 $2,980 $596 $16,480.00 95% 5% $15,656 $824 $2,640 $2,508 $21,750.00 100% 0% $21,750 $0 $2,420 $2,420 $16,480.00 100% 0% $16,480 $0 $2,640 $2,640 $19,500.00 100% 0% $19,500 $0 $2,880 $2,880 $17,910.00 100% 0% $17,910 $0 $2,470 $2,470 $26,660.00 100% 0% $26,660 $0 $0 $0 $37,880.00 100% 0% $37,880 $0 $0 $0 $31,920.00 100% 0% $31,920 $0 $0 $0 $29,220.00 100% 0% $29,220 $0 $0 $0 $705,220.00 $500,848 $204,372 Beacon Bay 6/6/94 - Page 1 $34,710 $24,984 EYhihit d l!q! qx3 Z aged - M/9/9 Aug uoaeag 0$ 099$ SI£`L$ 0$ %OOI %0 00*51V $ 0$ 0$ 9L1`ZI$ 0$ 0/0001 0/00 00'5LI`ZI$ 0$ 0$ LOO`O1$ 0$ 0/0001 %0 OO'LOO'01$ 0$ OOL$ LZti`L$ 0$ %001 0/00 00'LZ17`L$ 0$ OLV$ 516`L$ 0$ 0/0001 %0 00'5I6'L$ 0$ 0$ 998`ZI$ 0$ 0/001 %0 OO'998'ZI$ 0$ 009$ LZZ'L$ 0$ 0/0001 %0 00'LZZ`L$ 0$ 0£L$ Z6ti'8$ 0$ 0/0001 0/00 00'Z6ti`8$ 0$ 0$ LZ6`£1$ 0$ 0/0001 %0 00'LZ6`£1$ 0$ OIT$ L98`L$ 0$ 0/0001 0/00 00'L98`L$ 0$ 0£9$ ObZ`L$ 0$ %001 0/00 OO*0WL$ 0$ OZ9$ L6I'L$ 0$ 0/0001 0/00 00'L61`L$ 0$ 009$ 9O£`6$ 0$ %001 0/00 00'90£`6$ 0$ 019$ 99£`L$ 0$ %OOI %0 00'99£`L$ 0$ OZL$ Z6P'S$ 0$ 0/0001 0/00 00'Z617`8$ 66$ 099$ Z6L`9$ 861`1$ 0/098 0/091 00'066'L$ 0$ 0£9$ L8L`L$ 0$ 0/0001 0/00 00'L8L'L$ 0$ 0$ Z£Z`£1$ 0$ %OOT 0/00 00'Z£Z`£I$ 0$ 069$ ZL9`L$ 0$ 0/0001 0/00 00'ZL9`L$ 0$ OTS$ 00£'L$ 0$ 0/0001 0/00 00'00£`L$ 0$ 0$ 0$ ZLS'£T$ 0/00 0/0001 00'ZL9'£T$ 0$ 0$ 0$ LSS'TI$ %0 0/0001 00'L991I$ 0$ 0$ 08$ L88`L$ 0/01 01666 00'L96`L$ O$ 0$ 59Z'171$ OSL$ 0/056 0/0S 00'900`91$ 0$ 065$ ZL9`L$ 0$ 0/0001 0/00 00'ZL9`L$ 0$ 089$ 08L`L$ 0$ 0/0001 0/00 00'08L`L$ 0£3 0£L$ 0$ 066`8$ 0/00 0/0001 00'06t7'8$ 0S9$ 099$ 0$ LO£`L$ 0/00 0/0001 00'L0£`L$ OZ9$ OZ9$ 0$ LTZ`L$ 0/00 0/0001 00'LIZ`L$ 861$ O99$ 19£`L$ 1751`£$ %OL 0/00£ 00'9I9`0I$ 0$ 089$ ZOI`L$ 0$ 0/0001 0/00 00'ZOI`L$ 0$ 0$ OL17`5I$ 0$ 0/0001 0/00 00'OLt7`9I$ OPL$ OtiL$ 0$ 98L`L$ %0 0/0001 00'98L`L$ 099$ 099$ 0$ ZOT`L$ %0 %OOT 00'ZOI`L$ £OL$ OIL$ 69$ £L8`9$ %I %66 00'Zti6'9$ I£$ 0£9$ 829`9$ 6ti£$ 0/096 0/0S 00'LL6`9$ 0$ 06£$ L68`8$ 0$ 0/0001 0/00 00'L68'8$ 0$ OSS$ L6Z'9$ 0$ 0/0001 0/00 00'L6Z'9$ 22Muenpy aSeluenpd spueld fl sPULItaP I s ueldfl spuelaM luau laH xel XVI Jo Ad 30 juag luau 0/0 0/0 2Agaa333 spuElapcs -uowV lenuuy muo►uodoid aieuotuodoJd (Jea,C ISI) *s —,dfl Pue spuelap!j uaaA%jaq aBeluEApy Xul pur -ivag 3o uopnq►JasiQ A Distribution of Rents and Tax Advantage between Tidelands and Uplands* (1st year) Effective Lot No. Net Rent Interior Lots - continued 61 $8,482.00 ES 3 $10,325.00 ES 4 $6,322.00 ES 5 $11,415.00 ES 6 $6,310.00 ES 7 $6,057.00 ES 8 $6,455.00 Interior Lots Uplands Subtotal: $397,807.00 Add Waterfront: $705,220.00 Grand Total: $1,103,027.00 % of Total: 100% *Effective Net Rents consider tax advantage. Discount rate for present value of annual advantage is 6%. Rate for amortization of advantage is 7%. Rent and advantage figures are from 10/8/93 appraisal. Lots 3, 7, and 21 have been adjusted for new contract rent real estate taxes. Beacon Bay 6/6/94 - Page 3 PYhihif 11 Proportionate Proportionate Annual Amort. Tidelands % % Rent Rent of PV of Tax Tax Tidelands Uplands Tidelands Uplands Advantage Advantage 0% 100% $0 $8,482 $720 $0 100% 0% $10,325 $0 $320 $320 100% 0% $6,322 $0 $500 $500 85% 15% $9,703 $1,712 $0 $0 0% 100% $0 $6,310 $500 $0 0170 100% $0 $6,057 $650 $0 0% 100% $0 $6,455 $410 $0 $109,592 $288,215 $19,930 $5,251 $500,848 $204,372 $34,710 $24,984 $610,440 $492,587 $54,640 $30,235 55% 45% 100% 55% *Effective Net Rents consider tax advantage. Discount rate for present value of annual advantage is 6%. Rate for amortization of advantage is 7%. Rent and advantage figures are from 10/8/93 appraisal. Lots 3, 7, and 21 have been adjusted for new contract rent real estate taxes. Beacon Bay 6/6/94 - Page 3 PYhihif 11 NOR! H AMERICAN TITLE JO. RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO City Manager's Office City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92663 Recorded in the county of orange, California Gary L. Granville, Clerk/Recorder IIIII IIIII IIIII I IIIII IIIII III I IIIII IIII III III III 3 3.0 � 19970234981 08.00am 08/21/97 009 366838 12 25 NOA M11 3 07 7.00 6.00 0.00 0.00 0.00 20.00 0.00 MEMORANDUM OF LEASE r\THIS MEMORANDUM OF LEASE is made and entered into by and between THE CITY OF NEWPORT BEACH, a chartered municipal corporation, herein called "Lessor", and DARRIN S. WILSON, a married man, as his sole and separate property, herein called v "Lessee", to witness that: Lessor hereby leases to Lessee, commencing on e' and ending on July 1, 2044, on the terms and conditions set forth in that certain lease by and between the parties hereto dated s-5-6�7 7 all the terms and conditions of which lease are made a part hereof as though fully set forth herein, all those certain premises in the County of Orange, State of California, described as follows: Lot 54 as shown on the map filed in Book 9, Pages 42 and 43 of Record of Surveys in the Office of the County Recorder, County of Orange, State of California. EXECUTED on tA ,,�) I - q --) , 1997, at Newport Beach, Orange County, California. LESSOR THE CITY OF NEWPORT BEACH 411 4, CITY M ER: Xevi . Murphy ATTEST: V Fo a� CITY CLERK-essee: Darrin S. Wilson APPF E)VE TO FORM: CITY ATTORNEY STATE OF CALIFORNIA COUNTY OF ORANGE On APRTT. 21, 1997 , before me, JEAN HICKMAN personally appeared DARRIN S. WILSON ss. , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. A< — Sin e (rhis area for official notarial seal) JEAN HIMIAN .,r►, . CO'a?{. Otu:��30 Notary PLb";c - C�"',rnla OnNP:GE COUNTY My Comm. Exp. Apr. 20,1999. State of California County of Orange On 9 before me, Monica S. Kutz, Notary Public, �n personally appeared i personally known to me - OR - ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), orthe entity upon behalf of which the person(s) acted, executed the instrument. � �pMonica S. Kutz 0 comm #1013469 ry� WITNESS my hand and official seal. 0 NOTARY PUBLIC CALIFORNIA) ORANGE COUNTY 0 xo Comm Expires Jan 13. 1993 CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Individual _ Corporate Officer Title or Type of Document Limited Partner General Partner _ Attorney -in -Fact Number of Pages Trustee(s) Guardian/Conservator Other: Date of Document Signer is Representing: Signer(s) Other Than Named Above H - NORTH AMERICAN i 1TLE CO, Recorded in the County of Orange, California Gary L. Granville, Clerk/Recorder RECORDING REQUESTED BY AND III III,I I I II II I III III II I II III 13.00 WHEN RECORDED RETURN TO: 199702349$0 08 ; 00am 05/21/97 City Manager's Office 005 366837 12 25 NOA City of Newport Beach T01 3 7.00 6.00 0.00 0.00 0.00 0.00 3300 Newport Boulevard Newport Beach, CA 92663 TERMINATION OF LEASEHOLD This agreement is made this day of1997, by and between the CITY OF NEWPORT BEACH, hereinafter called "Lessor", and E. LINWOOD VICK Testamentary Trust by WILLIAM V. SCHMIDT, Trustee hereinafter called "Lessee". RECITALS r\ A. Lessor and Lessee executed a lease on June 21, 1994, and subsequently recorded December 7, 1994, by the County Recorder of Orange County, V California as Instrument No. 94-0701512. By the terms of the lease, the following described property was leased to Lessee until July 1, 2044. \ Lot 54 as shown on the map filed in Book 9, Pages 42 and 43 of Record a of Surveys in the Office of the County Recorder, County of Orange, State of California. B. Lessee desires to terminate said lease and all rights to the possession of the lease premises and to release Lessor from its obligations under the lease, and Lessor desires to accept said termination and to release Lessee from their obligations under the lease. AGREEMENT Lessee agrees to terminate the lease and vacate the premises as described herein above as of o F Kccz O � r io and Lessor agrees to accept such termination and the premises, and Lessor and Lessee agree to discharge and release each other from all obligations under the lease as of said date. Executed at Newport Beach, California, on the day and year first above written. CITY OF NEWPORT BEACH BY: Lessor: evin phy, City Manager Lessee: E. Linwood Vick Testamentary Trust BY: William V. Schmidt, Trustee STATE OF CALIFORNIA ) )SS. COUNTY OF ORANGE ) On April 15, 1997, before me, the undersigned Notary Public, personally appeared WILLIAM V. SCHMIDT, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to in the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. NOTARY PUBLIC r1h and for said State — DOROTHY KOSHINSKI COMM. # 1006684 :- Notary Public — Califomia ORANGE COUNTY My Comm. Expires NOV 19, 1997 N' nom' State of California County of Orange On {`' before me, personally appeared LAI I r 1 '-J - Monica S. Kutz. Notary Public, Eqsonally known to me - OR - ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), orthe entity upon behalf of which the person(s) acted, executed the instrument. ,.. iVlonica S. Kutz U ' COMM #1013469 WITNESS my hand and official seal. 0 NOTARY PUBLIC CALIFORNIA C ORANGE COUNTY LFo „ Comm Expires Jan 13,1993 nk - S - T -d CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT Individual Corporate Officer Limited Partner General Partner Attorney -in -Fact Trustee(s) Guardian/Conservator Other: Signer is Representing: Title or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above LEASE THIS LEASE is made and entered into as of the -�/,./day of , 1994, by and between the CITY OF NEWPORT BEACH, a Charter City and unicipal corporation ("Lessor"), and k\\\Na V. Si vim\ A -� . Tv US k 2e ("Lessee"), regarding the real property commonly referred to as Beacon Bay L t 5A . •- RECITALS A. The City of Newport Beach, by virtue of a 1978 legislative grant found in Chapter 74 of the Statutes of 1978 (the 'Beacon Bay Bill"), holds the right, title and interest to certain tidelands and uplands commonly known as Beacon Bay and generally described in Exhibit A attached hereto and incorporated by reference. B. The Beacon Bay Bill frees the "Westerly portion" of the filled tidelands from the public trust and specifically authorizes the lease of the property for residential purposes subject to certain express statutory conditions. C. Beacon Bay, including the "Westerly Portion" thereof, has been divided into individual lots, with each lot leased by the City for residential purposes until December 31, 2005. D. On November 3, 1987, a majority of electors of the City approved a measure which authorized the City Council to enter into new leases of residential lots in Beacon Bay for a period not to exceed fifty (50) years. E. On November 3, 1992, a majority of electors of the City approved Measure M which authorized the City Council to lease tidelands and waterfront property consistent with the provisions of state law. F. The City Council, pursuant to the authority conferred by the electors, entered into negotiations with current lessees and the parties have agreed on the terms and conditions of a new lease with a fifty (50) year term, provision for adjustments in lease payments to reflect changes in the value of Beacon Bay leaseholds, and a recalculation of lease payments in the event of a transfer of the Lease by the Current Lessee or any Subsequent Lessee (as defined herein). G. Lessee acknowledges that the terms and conditions of this Lease may result in Lessee paying substantially more or less than another Lessee for similar property depending upon the date this Lease is executed, the date of any subsequent transfer, and the consideration paid for transfers of similarly situated property. H. Lessee acknowledges that accurate and complete reporting to the City of all consiNration paid for the transfer of this Lease is vitally important to the City in that failure to fully report all consideration could materially reduce the amount of rent received by the City from other Beacon Bay Lessees. I. Lessor and Lessee acknowledge that the City has agreed to a fifty (50) year term and limited lease payment increases in consideration of provisions which require payment of rent approximating fair market rental value, without regard to any advantage maintained by Current Lessees, upon transfer by Current Lessees and payment of deferred rent in the event the Lease is not signed on or before the Effective Date (as defined herein). J. The California State Lands Commission has reviewed the form of this Lease and determined that it is in conformance with the provisions of relevant statutes, rules and regulations, including, without limitation, the Beacon Bay Bill. NB1-187371.V2 1 05/24/94 V6/VZ/90 Apelpis aejgl eql to anIPA saleS lenlod aql to ueaw eql aq Ilegs luaH anIBA saleS Ienlob' a6eJany •LideJ6eJedgns s!ql ul paipoeds se slaoJed Aeg uooeag (Joilem Jo luoipalem) palenlls Apepw!s a to JalsueJl ldwaxa-uou eql 10 anleA saleS lenlod eql 10 ueaw eql 10 (%a/,Z) lueoied lleq-auo pue oml ueaw pegs „luaa amen sales lenlob a6eaand„ (Z) •uo!loesueg Lions gl!m uopoemoo u! AliedoJd leumed to JalsueJl agl Jol pied uo!leiep!suoo Xue bu!pnioxe 'uosied Jagloue of 'eessaq luenbesgnS Jo 'aassa-I luaJJnO eql wbil `pue-I pesee-1 eql UO sluawanoidwi eql 6u!pnl0ui 'MO -1 6u!ls!xa-aJd agl Jo M,9-1 sigl to Jalsueg ldwaxa-uou eql �aol pled uo!leJap!suoo pe to lelol aql ueaw Reqs „amen seleS lenlod„ (1) W ILELST-TSN :sa!lJed aql 10 slg6!a eql sloops legl a6en6uel an!ls.*do sureluoo Waal aql 10 uo!l!u!lap agl 'seseo ulelm u! -Lideiftud s!ql ui peigoads se paugep aq Reqs swJal 6u!moliol aql 'asee-1 s!ql to sesodJnd eql Joh -suog!uijea T 1VIN3a T •asea-1 Sigl u1 pap!noJd se peleupiel Ja!uee sselun ale(] an1108113 eg16u!M011ol sjueA (og) A11!1 elep eql uo ejidxa pegs pue 'ale(] an1108113 aql of Joud luana ou u! lnq 'ale(] uoiln3ax3 aql uo aouaww00 pegs asea-1 slLil to wJal aql MUM Z -epoo led!o!unw goeag liodmaN aql Jo JalJeq(] A1!0 goeag 1JodmON aql ul pa!Roads seouelsgns uogJeooJpAq Jaglo pue wneloJled slejaulw 'seb I!o '10 uo!ionpoJd pue 'Jol 6u!ll!Jp eql 6u!uaaou0o suo!leinbei pue suo!loulsaJ Ile of aagljnl loafgns pue 'puel buuogg6!au Jo 6upio!pe uo suoileool aoelans wool luawdinbe aaglo pue sMo!JJap 'spans 10 sueew �(q puel aql to eoelans aql wool (,00g) Joel paJpunq 8n!110 Lildep aql molaq Slanal le uo papieo aq pegs eouelsgns Lions Aue 10 6upiel pue uollaealxe 'uo!lonpoJd 'luawdolanap 'uo!leJoldxe aql Jol suo!leJado Ile pue Aue legl uo!lelpli ssaJdxo aql of loafgns 'awes aql aNel pus lomixe pue aonpoad 'dolanap 'Jol aJoldxa of slg6!a lualuanu00 pus AJess909u lie guns Jagla601 'awes aql aalsusal pue lueJ6 01 lg6u aql pus pue-1 passa-1 aql Japun pue ui seouelsgns uogJeooJpAq Jaglo pue slg6u se6 lsJnleu 'slg6u leaaup 'slsJau!w 'se6 'slg6u po '!!o Ile, samasaJ AissaJdxa aossa-1 •uoaJagl palonalsuoo sluawanoJdwi /due pue pue-1 pasee-1 aql 01 J819J Ilsgs „sas!WE)Jd„ WJ91 aql `asea-1 s!gl ui pasn sy -g uo!loaS u! peipoods asn uo suo!lellwil aql of loa!gns 'aouejejej Aci paleJodaooul pue olejeq paLioelle goea `d i!q!4x3 uo palo!dep Alleaaua6 pus 'g 1!q!gx3 u! paquosep Apulnoped aJow s! goiLlm '(,,Pue l pascal„ aql) lob Aeg uooeag se umoul Aluowwoo Apadoid leas aql easse-1 of seseal AgaJag Josse-i 'aMfl a3SV3-1 1 :SM01101 se aaJ6e sepud eql 'eseal s!ql u1 slueuanoo agl pus slelioaJ bulobojol eql to U011Map!su03 u! '31HO331:113H1 'MON •luawaaJ6e slgl ui pa!lloads suopIPu00 pue swial eql Japun seesse-1 luaJJno gl!m seseel nnau olu! Jalua of pue Aeg u00eag 10 JaloeJego le!lueppej aql u!elu!ew of goeaq liodmON to suez!1!o eql to slsejalui lsag eql u! s! 1! paumalap seq Josses •.1 -smul leool pue alels e1quolldde aaglo Ile 10 pue '40e8g 1JodmON 10 � 0 aql 10 a0ueu!pap 6uluoZ pue ueld IsJauaO 'Ja1Jeg(] aql '1118 Aeg uooeog eql 10 suois!noid ql!M luels!su00 sl asea-j s!ql legl Pau!WJalap seq Jossa- N situated parcels most recently transferred. Exempt transfers, as defined in Paragraph 3.6(3), shall not be used to calculate Average Actual Sales Value rent. (3) "CPP' shall mean the Consumer Price Index - Los Angeles -Anaheim -Riverside Area, All Urban Consumers, All Items, published by the United States Department of Labor, Bureau of Labor Statistics (1982-1984=100). If the 1982-1984 base of said Consumer Price Index should hereafter be changed, then the new base shall be converted to the 1982-1984 base and the base as so converted shall be used. In the event that the Consumer Price Index, as now compiled and published, shall cease to be published, then the successor index shall be used provided that an appropriate conversion from the old index to the new index can feasibly be made. If such conversion cannot be made, or if no such index is published, then another index most nearly comparable thereto recognized as authoritative shall be substituted by agreement. (4) "Current Lessee" shall mean the person or persons who, as of April 1, 1994 (the "Cut-off Date"), was or were the Lessee under the Pre-existing Lease. (5) "Deferred Rent" shall mean the total rent that a Current Lessee would have paid had this Lease been executed on the Effective Date, through and including the date on which this Lease was first executed, less the rent actually paid pursuant to the Pre-existing Lease, together with interest at the rate of eight percent (8%) per annum calculated on the balance due at the end of each Lease Year or portion thereof. (6) "Effective Date" shall mean July 1, 1994. (7) "Execution Date" shall mean the date when this Lease is executed by Lessee. (8) "Initial Rent' shall mean the effective net rent for the Leased Land as determined by the appraisal of George Hamilton Jones, with due consideration to the leasehold advantage created by the Pre-existing Lease, all as shown on Exhibit C attached hereto and incorporated herein by reference. (9) "Person" shall mean any natural person or natural person(s) and does not include any corporation, association, or business entity in any form except a financial institution or other bona fide lender acting in the capacity of a lender or an inter vivos or living trust. (10) "Pre-existing Lease" shall mean the Lease for the Leased Land which was effective on January 1, 1988, and would, absent this Lease, expire on July 1, 2006. 4 (11) "Transferred" shall mean any sale, assignment, sublease or other transaction, other than an exempt transfer as defined in Paragraph 3.6(3), pursuant to which the right to possession of the premises and the right to sign a new lease identical to this Lease is transferred to another person. B. Rental Payments. Lessee shall pay annual rent in the sum of,,t l vt Au y"y'l �W 0 -wja� tarn 4$ 7. Z Z 7. 0 0 ), payable at the rate of5tx ky;1dre-awn dplIdA per month. Lessee shall also pay, if applicable, deferred rent in the sum�epdrovisions )upon execution of this Lease. Rent shall shcircle one) be adjusted every seven (7) years after the date of transfer in accordance witht of Paragraph 3.B(4). Annual rent, deferred rent, and periodic adjustments are based upon the following: NB1-187371.V2 3 05/24/94 46/bZ/SO V -Ino aql je4L, aseaq slgl ubis of sagsim oqm aassaq luanbasgnS a of aseaq bullslxe -aad 841 sa91su72J1 aassaq luaaano eql juaAe eql ul :aassaq luanbasgnS (o) (ti)8'E gdej672Jed 10 suolslAad aq1 gl!m eouep000e u1 uollnoaxa 10 alep eql aalle sieeA (L) uanas liana pelsnfpe eq 11egs juai 'ja1172ajegl -as72aq slgl ;o uollnoexe eql gl!m luajinouoo luau poijeje(] pe Aed osle pegs aassaq luaaano eql -(Z)y-e gdmbwBd 10 suolslAoad eqj glim eouepi000e u1 uollnoaxa 10 emp aqi 10 se pelelnoieo luau anIBA s0172S Ienloy eBejany of Ienbe luau lenuu72 Aed 11egs aassaq juaamo aql 'ale(] anlioa113 841 48:4B sJeaA (g) aA11 uegl avow aassaq luenno eql Aq polnoaxa si aseaq slgl juaria aql ui :ale(] eAl138113 Jal1y sReaA aAld uLgl avow/aassaq luajmo (q) '(t,)8'E gdea6eaed 10 smolsmid eqj buipuElsgl!Mlou 'gdea6eaedgns slgl ui pallloads se ulewai Reqs luej 'aassaq ivanno eql Aq aseaq slgl;o aalsumi ou uaaq seq ejegl se buol os j9:4e9j9gj aseaq slgl;o uollnoaxa eql gjIm ivalinouoo luau paijeja(] Ile pied osl72 Reqs aassaq ivanno aqi *i xp Aq pOplAlp '0172(] uollnoaxa pue ale(] OAlloa}}3 aql ueemleq sgluow 10 aagwnu eql of Ienbe uolloeil a Aq luau anleA sa172S !enjoy obejany pue luau 172lllul ueemleq 93uaje:4!p eql buiAld!ilnw Aq palelnopo wns 72 snid luau 1e11!ul of lenbe luau Ienuue Aed Reqs aassaq juaaano eql `9172(] aA!138113 aql Salle sJBOA (g) an11 ulgvm aassaq juaaano eql Aq palnoaxa si aseaq slgl Juana aql uI :0172(] 0A1J38113 Jajly saeaA 9Ald ulgllM/aassaq juaiino (e) :smollol se pled pue poupialap aq II72gs ivaj 'ale(] an1108113 eql jai172 palnoaxa lsa!1 si aseaq slgi Juana aqj U •ale(] M130113 aql aaild uolin38x3 (Z) •(Z)yE gdea6eaed 10 suolsinoad aqi gi1m eouepa000e ul aalsueal aql 10 aj72p eqj 10 se polepoluo luau an1eA sal72S !enjoy abejany eqj of ienbe juai Ienuue Aed Reqs aassaq luanbasgnS aqj ' (E)9'E gdeibuied aapun aalsueal idwaxe ue uegj aaglo aouelpagul Aq jalsuml jo 1116 a se Bons 'Aue 11 'pu72q paseaq aqj uo sluawanoidwl aqj 10 ales pue 'as72aq sigi 10 luawu6lsse gl6ual s,wre u72 u72g1 aaglo uolloesueal 72 ul aassaq luanbasgnS a 01 aseaq slgl ;o aalsumi Aue ;o Juana agl u1 (o) '(l,)g-c gdei6e.ied 10 suolslAoad aqi gi!m eouepj000u ul Joisu72i1 aql 10 alep aql jalle Sj'eoA uanas liana poisnlpe eq II72gs lua.i '19:pej8gl •(L)y-e gdea6ejed ;o suolslAoad aql ql!M aouepl000e ul jalsuLIj eqj 10 alep egj;o se poupielop anl72A saieS Ienloy eql 10 (%Z/,Z) juaoied 1I72q-euo pue omi of I72nbe juai Ienuue Aed Reqs aassaq juanbosgnS eqj 'aassaq luanbasgnS a of aseaq slgl ;o aalsmil Aue ;o juana aql ul (q) (t►)9'E gdej6M8d 10 suolslAo.id aqi bulpueisgi!tAjou gdea6medgns slgl ui pegpads se ulewei II72gs juai '(E)9'E gdei6eJed ul glIo1 las se aalsueil ldwaxe ue uegi aaglo) aassaq luejjno aql Aq aseaq s!qj 10 aalsmil ou uaaq seq ejegj se Guo! os 'j8:p8iag1 .3 llglgx3 ul pallloads se luau lelllul of I72nbe luej Ienuue Aed Reqs aassaq juaiano :aassaq juaiano (e) :smollol se pled eq pegs luau 'ale(] aA1108113 aql ajolaq jo uo aassaq eql Aq palnoaxa sl aseaq slgj Tana agl u '018(3 aA1138y3 aaola8 uo1lnoex3 ( l) ZA'TL£C8i-T9N off Date, the Subsequent Lessee shall pay annual rent equal to two and one-half percent (21/2%) of Actual Sales Value determined as of the date of execution and in accordance with Paragraph 3.A(1). The Subsequent Lessee shall also pay all Deferred Rent concurrent with the execution of this Lease. The annual rent shall be adjusted every seven (7) years following the Execution Date in accordance with the provisions of Paragraph 3.6(4). (d) Subsequent Lessee: In the event of any transfer of this Lease to a Subsequent Lessee who wished to sign this Lease after the Cut-off Date in a transaction other than an arm's length assignment of this Lease, and sale of the improvements on the Leased Land, if any, such as a gift or transfer by inheritance other than an exempt transfer under Paragraph 3.13(3), the Subsequent Lessee shall pay annual rent equal to the Average Actual Sales Value Rent calculated as of the date of the transfer in accordance with the provisions of Paragraph 3.A(2). The Subsequent Lessee shall also pay all Deferred Rent concurrent with the execution of this Lease. The annual rent shall be adjusted every seven (7) years following the Execution Date in accordance with the provisions of Paragraph 3.13(4). (3) Exempt Transfers. The provisions of Paragraph 3.13 regarding transfers shall not operate to increase rent if: (a) Lessee is assigning an interest in this Lease to a trustee under a deed of trust for the benefit of a lender; (b) the transfer is caused by the death of a spouse and the full interest of the deceased spouse is transferred to a surviving spouse; (c) the transfer of an interest in this Lease is between or among tenants in common or joint tenants in ownership of the leasehold estate created by this Lease, and such tenants in common or joint tenants first acquired their respective interests in this Lease simultaneously; (d) the transfer or assignment is by a bona fide lender acquiring title by foreclosure or deed in lieu of foreclosure of a trust deed; or (e) the transfer is a sublease of the premises for three years or less; provided, however, that in determining the term of a sublease, any options or rights to renew or extend the sublease shall be considered part of the term whether or not exercised; (f) the transfer is caused by the dissolution of the marriage of Lessee and the full interest of one of the spouses is transferred to the other spouse; (g) the transfer is to an inter vivos trust, living trust or other similar estate planning arrangement of Lessee; provided, however, that the provisions of Paragraph 3.0 shall apply upon the death of such Lessee if the beneficiary of such trust or other arrangement is other than the surviving spouse or a tenant in common or joint tenant in ownership of the leasehold estate created by this Lease, and such tenants in common or joint tenants first acquired their respective interests in this Lease simultaneously; or NB1-187371.V2 5 05/24/94 b6/4Z/90 9 ZA'TL6L8T-i8N jell, aosso-1 Aq paAlaoaJ sl 'loaaagl uollpod Am ao 'luawAed luai a lI • („pored aow!E),J spew sl luawhd eql golgm jol yluow 04110 Aep (4151) 41ua01111041 uo 'VTd 00:9 ejolaq Jo uo Josse-1 Aq p9Alaoaa sluewAed of salldde e6aep luewAud alel ON •gluow 1,41 to Aep lsall eql uegl aaglo anlloejge sewooeq 1uej saseaaoul golgm uolloesusal a uegm 4luow Aue buunp palejoid eq Ile4s lu0u pled sl luej g3iLlm jol gluow e41 10 Aup lsnl eql Oaoleq jo uo anp luewAed gllm 'aouenpe ul 'sluewllelsu! Algluow Ienba ul luej ALA Ile4s eesse-I 'pored eoejE)/sluawAed luawllelsul (g) '(E)8'E gdea6eaedgns aapun ldwaxe aq Iou Ilegs (lied pjlgl gons o1 asea-I slgl ul ;sojejul ue to jalsueal luenbesgns Aue legl 'jeAemoq 'paprnoid 'aseaaoul pluej ay1 eulwaalep of (%oq) paiaalsueal e6elue3jed eq1 Aq palldlllm aseenul pluej luel1nsai eql pue '(e)(ti)8'E gdej6eaed ul pepinoid se;Aa:4e9a0y1 pue '(o)(Z)8'E gdei6eJed ul papinoad se peisnfpe aq Reqs luau eql '(lied palgl a of lssielul %09 aaq/sly sielsuejl suosaad gons to auo pue 'sisaialul lleq-auo Ienba of se uowwoo ul slueuel se sess0-I eql aae suosaad oml 11 'eldwexe and - (lied pngl a of peiialsueil 6ulag lsaialul ebeluaoaad eql 1391191 of pejeaoid eq Reqs Juawlsnfpe luau eql 'lueuel lulol jo uowwoo ul lueuel bullslxe ue of uegl ieglo uosaad a of ase9-I s!ql u! JseJejul alagl aalsueal suosaad gons to Ile uegl ssai pue 'slueuel Julof Jo uowwoo ul slueual se Agejeq pelean elelse plogaseal eql 6ulumo suosaad ajow jo oNq sl eessa-I Juana 841 uI (q) -luej w aseaaoul ue to aollou s,josse-1 to easso-I Aq ldpoei eql o1 aoljd sAep (06) Aloup uegl aaleai6 poped Am of Aldde go14m saseaaoul luej Aed of uolle6llgo ou aneq pals oesse-1 legl 'jegpnj papnoid 'pue 'Id(] all ul aseajoep a to Juana eql ul luej ssai Aed of lg6la 941 ao luej poseenul ked of uolle6llgo aql wojl easse-1 8n8119J lou S90p 93llou ,sleep (4t,) anll-A>aol anl6 of josso-1 to amllel 'janaMoq 'papinoid 'aeal, aseal (q1L) 41U9A9S goes to pue eql of joud sAep (gt) eAll-/%laol Jseal le sluawlsnfpe pluai to aassa-I /q!Jou 01 aoneapua pe4s josse-I -alep luawlsnfpe pluej lsel a41 (!!) jo 'ale(] uollnoax3 aql (!) to jalel aql to se easse-1 Aq pled luau agl to (%Oti) lueoiad Aliol uegl jaleaj6 wns a Aq poseejoap jo poseajoul eq 1uai Reqs Juana ou ul •jejel Sl JanagolgM 'easse-I luanbasgnS jo luaiino Aue Aq asea-1 slgl to jalsueg Awe to alep eql ao 'luawlsnfpe pluej lueoei lsow aql to alep aql ao 'ale(] uolln3ax3 eql to se Ido aql ul 'Aue ll 'eseajoap jo aseaaoul e6elueoied aq1 of Ienba obelueoied e Aq luai luaimo uegl eql 6ulsuejoap jo bulseajoul Aq peupielop aq Reqs poped jean( (L) uanas 6ulnsue agl 6ulmp apes ud luai pue 'alep luewlsnfpe aql of aoud sAup (o6) Aloup elep aql to se poupielep aq Reqs ein6ll Ido pagsllgnd Allueoei lsow eql •aapumaq gljol las se poupialep eq Reqs luawlsnfpe golgm '6ulnll to lsoo aql ul aseajoap jo aseajoul Am loallai of palsnlpe aq Reqs luau 'aassa-I luenbesgnS ao luaiino Aue Aq as -ea -1 slyl to aalsuml Aue to alep agl to Aiesaanluue (q1L) gluaAes eql jo 'asee-1 slgl to ale(] uollnoex3 eql to tiesjanluue (q1L) gluaA9S eql uo '(E)8'E pUe (e)(Z)8'E '(e)(I)8'E sgdea6ejed ul papinoad se ld9ox3 (e) •sluewlsnfpy luau (ti) -Ajsnoauellnwls asee-1 slgl ul slsaaalul e/uloadsaa alagl pailnboe lsill slueuel lulof ao uowwoo ul slueual 4ons pue 'esue-1 slgl Aq poluejo elelso plogaseal 94110 dlgsaaumo ul lueual lulol jo uowwoo ul lueual a ao asnods 6ulnuuns eql sl o9aalsueil aql ssolun eassa-I gons to Bleep eql uodn AIdde Reqs 0•E gdej6eaed to suolslnoid eql legl 'aanamoq 'pap Awd 'easso-1 to Alloedeoul pluaw ao IeolsA4d eql of anp polulodde oessa-I to uelpolsno ao uelpaen6 a of sl aalsueal aql (g) expiration of the Grace Period, Lessee shall pay Lessor a late payment charge equal to four percent (4%) of each late payment, or portion thereof. Rent payments shall be payable to the City of Newport Beach and sent, or delivered, to the Finance Director at the address specified for service of notices. Rent shall be payable by Lessee to Lessor in such coin or currency to the United States as at the time of payment is legal tender for public and private debts. Lessor and Lessee agree that late charges specified in this paragraph represent a fair and reasonable estimate of the cost Lessor will incur by reason of any late payment by Lessee. Any late or missed payment of rent constitutes a default pursuant to paragraph 13 of this Lease. Any failure by Lessor to declare a default and initiate termination of this Lease due to a late or missed payment shall not be considered a waiver of the right of Lessor to do so for that or any other late or missed payment. C. Credit to Tidelands Fund. In calculating Initial Rent under this Lease, a credit was given to certain of the Current Lessees equal to the annual amortization of the present value of the additional property tax to be paid by such lessees during the remaining period of the Pre-existing Lease. This credit, commonly referred to as the 'tax advantage", is shown on Exhibit D for each affected lot. This credit was extended by Lessor to Current Lessees as consideration for entering into this Lease. As a consideration in its approval of this Lease, the California State Lands Commission required Lessor to credit its State supervised Tidelands Trust Fund by an amount equivalent to the tax advantage derived from those lots in Beacon Bay comprising tidelands. This amount is shown on Exhibit D for each affected lot comprising tidelands. Accordingly, Lessor has unilaterally agreed to annually calculate the amount of such tax advantage derived from the tidelands parcels in Beacon Bay and to credit an equivalent amount as revenue to the State supervised Tidelands Trust Fund. This provision is included in this Lease to acknowledge the agreement of Lessor with the California State Lands Commission, and does not affect the rights and obligations of Lessor or Lessee under this Lease. 4. TRANSFERS. A. Conditions Precedent to Transfer. Lessee may transfer this Lease subject to the prior written consent of Lessor, which consent shall not be unreasonably withheld, delayed or conditioned. Lessor shall consent to any transfer when Lessee and the proposed transferee have complied with the following: (1) Lessee shall furnish Lessor with executed copies of each and every document used to effect the transfer. (2) Lessee or the proposed transferee shall pay to Lessor a transfer fee of one hundred dollars ($100.00); 'Ai (3) Lessee shall execute a 'Termination of Leasehold Interest" for recordation; and (4) The proposed transferee shall execute a new lease and execute a "Memorandum of Lease" for recordation, which lease shall be identical to this Lease and have a term equal to the remaining term of this Lease at the time of the transfer. B. Transfer Information. The parties to any non-exempt transfer of this Lease shall provide Lessor with all information relevant to a determination of the total consideration paid for the transfer, as well as all documents which are relevant to the total consideration paid for the transfer. Lessee and the proposed transferee shall provide this information not later than forty-five (45) days prior to the proposed effective date of the transfer of this Lease. Lessor shall have the right, at its sole discretion, to commission an appraisal of the fair market value of this Lease and improvements NB1-187371.V2 05/24/94 V6/VZ/90 8 ZA'TL£L8T-T9N sly6lx s,easseq loage Am yolynn aollou xaylo xo uolieulwxal to aollou 'llnelap to aollou ueuunn Aue JO Adoo a siopue-i 6uiAldwoo 11e amI5 Bays aossaq („)apuaq 6uIAldwoo„) eouexgwnoue to axnleu pue 'sSaippe 'eweu sll to aollou ueuunn aossaq ueAI6 sey xapuaq ayl ssalun aseaq slyl of luensind aollou uaulxnn AUL, xepuaq Aue 9A16 01 uolie6llgo ou aney hays aossaq •xapuaq 01 83110N '8 •aouexgwnoua Aue to aollou ueulim xoud aossaq eAl6 hays aassaq •aseaq slyl ul paplAoxd Alssaxdxo aslnrueglo se ideoxe aossaq to sisaxelul pue sly6lx Ile of pue aseaq s14i ul suolioulsax pue suo111puoo 'slueuemo Ile of loofgns eq Keys eouexgwnoue Auy •pueq peseaq ayi u1 lsaaaiul s,xossaq xagwnoue of xannod ayi aney lleys aossaq iou aassaq JaylleN •aossaq to isenbei uodn ueol ayi 6uluxaouoo iepuel ayi pue aassaq ueen qeq painoexe uolleluawnoop Ile y11nn aossaq aplAoxd of eeibe xepuel ayi pue aassaq 'xapuel aAlieind ayi of saslwaxd ayi 01 81111 xo uolssessod ayi to aalsueal xol luawel5mie ue iou pue 'uolloesuml 6ulpuel opy euoq a sl ueol a xaylaym euiwjeiap of •aossaq to luasuoo eql inoyllnn esodxnd Aue xol uo1loesmxl ueol epg euoq e w („ epuaq„) xapuel apy euoq Aue to xonel uI 'luawnilsul xellwls xo `a6e61xow 'lsnal to peep Aq aseaq slyl aagwnoua Aew aassaq 'xagwnou3 01 1018 'd 'S3�Nt/li9Wfl�N3 'S •9•E u01138S 10 suolslAoxd ayi of loafgns aseaq slyl to aalsueal a se asealgns yons ieail of aossaq 11wxad (II) xo `aseaq slyl xapun aassaq ayi Aq llnelap to ivana ue eq (I) 'aossaq to uolldo ayi le 'Mays asealgns polxodxnd xo paldwaue yons pue `ioalle xo aoxol ou to pue p1oA aq hays easselgns eAllelnd eql of aseaq s1gi ul isaxaiul xey/sly to Ile AIlelluelsgns xo Ile to aassaq uegl eql Aq xalsuexl a 'asln6slp of papualul Si xo 'se loal}a olwouooa awes ayl Allelluelsgns aney xo `ol ivalembe Alleliuelsgns aq of peulwjelep sI yolynn seslwaxd ayi to asealgns polxodxnd Auy •pueq paseaq ayi 10 aassalgns Aue pue aassaq ayi uaamleq `sluawaax6e Iwo Ile to Ilnl uI poslApe eq of pue sluaweeibe uellpm lie to saldoo 8Al03ex of 'aassaq ayl of lsenbe i uaulxnn uodn 'iy6u ayi aney sawil Ile le Ileys aossaq •aassalgns aAlieind ayi of aseaq slyi ul isaxaiw xay/sly to Ile AIle1lueisgns xo lie to aassaq uayi eql Aq xalsuexl a 'asln6slp of papualul ale xo 'se 108119 OIW00038 awes eql Allelluelsgns aney iou op 'ol lualeAlnbe Allelluelsgns lou axe sasealgns yons lI (sluawlsnfpe leluax to ioedsax uI) 9•E ydex6exed to suolslAoxd xaylanl ayi woxl ldwaxa aq Aluo Ileys (e)(E)9'E uolloas ul of paxxalax sxalsuexl leyl sallied ayl to ivalul ayi sI it •sasealgnS to 11pny •Q •xalsuexl ldwaxa Aue loago of pasn sluawnoop Ile to saldoo yllnn aossaq ysluxnl lleys aassaq '.ranamoq 'pap!noad '(S)9•S ydex6exed uI peouaxalax „sxalsuexl ldwaxa„ ey1 xol paxmbax lou s1 luasuoo s,1oss8q •uo1lewxolul xalsuexl ldwaxa •0 •eluxollleo uxaylnos ul sleslexdde lellueplsax uI peouauedxe pue elwollleo to aleis ayi ul ssoulsnq lonpuoo of pasueoll xaslexdde IyW ue Aq palonpuoo aq hays 9'b ydex6exed slyl xapun aassaq xo aossaq Aq peuolsslwwoo leslexdde Auy •sleslexdde onnl ayi to obexane ayi (II) xo 'xalsuexl ayl xol uoliexaplsuoo palels ayi (I) to xaleax6 ayi eq pet's sluawAed Ieluax pue luau anIPA sales Ienioy 96exany bullelnoleo to sasodxnd xol enleA sales Ienioy ayi •uolleldwoo uodn Ieslexdde ayi to Adoo Ilnl a yllnn aossaq aplAoxd Keys pue aossaq of aollou ayi xaile sAep (oc) A1x►yi ueyi xalel ou paialdwoo aq of leslexdde yons asneo aassaq `luane yons ul •xaslexdde luepuedepul ue Aq palonpuoo eq of xalsuexl to elep ayi to se uoaxayi sluaweAoxdwl pue aseaq slyi 10 enleA to lxew xnel ayi to lesmidde ue asneo of sloole aassaq ieyi aossaq sallliou aassaq ayi lxodax ayi pue aollou-yons 6ui/geoax jade Shp (9L) uee:gll ulylIm ssalun sluawAed 1eluax pue luau onleA sales Ienioy 96exany 6u11e1noleo to sasodxnd xol onleA seleS lenioy ayi poweep eq lleys enleA pies pue 'uodax leslexdde yons to Adoo 11n1 a yllnn aassaq aPlAoxd pue aassaq eyi fi4gou os Heys aossaq `(%00 luaoxad uai ueyl axow Aq aassaq ayi woxl pamooax uonewxolul ayi uo poseq pled aq of uollexaPlsuoo lelol palels eql spaeoxe aossaq Aq peuolsslwwoo xaslexdde ayi Aq peulwxalep enleA ayi 11 •aassaq ayl woxl uollewxolul pauolluawaxole ayi to aossaq Ag idlaoei jade sAep (oc) Alxlyl ueyl xalel iou paloldwoo aq lleys Ieslexdde yons Auy •xalsuexl to alep ayi to se uoaxayi under this Lease. Notice shall be deemed given by Lessor to Lender five (5) days following deposit in the United States mail, certified and return receipt requested, postage prepaid, and sent to Lender at the address furnished in writing by Lender. C. Modification. Lessor and Lessee agree that they will not modify, surrender or cancel this Lease by mutual agreement without the prior written consent of Lender. D. Rights of Lender. Any Lender holding or the beneficiary of a security interest or lien on this Lease and the leasehold estate created hereby shall have the right, during the term of the Lease, to: (1) perform any act required of Lessee pursuant to this Lease; (2) transfer this Lease to the purchaser at any foreclosure sale, the assignee in the event of an assignment in lieu of foreclosure, or to acquire the interest of Lessee pursuant to foreclosure or assignment and thereafter transfer this Lease to the Lender's successor. Lender shall have no right to transfer this Lease unless and until Lender has cured all defaults requiring the payment or expenditure of money by Lessee. E. Right of Lender to Cure Default. Lessor shall give written notice of any default or breach of this Lease by Lessee to Lender and afford Lender the opportunity, after notice, to: (1) cure the breach or default within ten (10) days after expiration of the time period granted to Lessee for curing the default if the default can be cured by payment of money; (2) cure the breach or default within thirty (30) days after expiration of the time period granted to Lessee for curing the default when the breach or default can be cured within that period of time; or (3) cure the breach or default in a reasonable time when something other than money is required to cure the breach or default and cannot be performed within thirty (30) days after expiration of the time period granted to Lessee for curing the default, provided the acts necessary to cure the breach are commenced within thirty (30) days and thereafter diligently pursued to completion by Lender. F. Foreclosure in Lieu of Cure. Lender may forestall termination of this Lease for a default or breach by Lessee by commencing foreclosure proceedings subject to strict compliance with the following: (1) proceedings are commenced within thirty (30) days after the later of (i) expiration of the time period granted to Lessee for curing the default, or (ii) service on Lender of the notice describing the breach or default; (2) the proceedings are diligently pursued to completion in the manner authorized by law; and (3) Lender performs all of the terms, covenants and conditions of this Lease requiring the payment or expenditure of money by Lessee until the proceedings are complete or are discharged by redemption, satisfaction, payment or conveyance of this Lease to Lender. NB1-187371.V2 9 05/24/94 b6/VZI90 Ol ZA'TL£L9L-T9N aassaq pue 'Aq pe mbei aq Am 4014M sas!waJd 841 uo luawano.idwl jo amlongs Aue of siledej jo suolleaalle 'suolllppe Aue 'apew eq of esneo jo 'a�ew pegs aassaq •sMe-1 qj!M a3ue11dwo:o •3 •uoll!puoo tielmes pue ales pue l►edai pue aapio pooh ui luaweAoidwl eql u!elu!ew of tiesseoeu se jo Mel Aq pajinbei WOO 014101 saslw0Jd eql uo sluawanoadwi jaglo pue 'suleap `siames 'spijM 'sedid `sa11!I!1n Ile panedaa pue peuielulew 'pelonalsuoo eq of esneo Reqs aassaq •uo1lonilsep to a6ewep eql of 6uilum ui 'paluesuoo seg josse-1 pue uoilongsuooaj io 6ullepowei glint uoilounluoo ui pe4oilsop bulaq eje sluawanoidwi eq1 ssalun `loalagl uo13onilsop Jo a6ewep Aue 6uiMollol pue, paseaq eq1 uo sluawanadwl Am longsuooaj jo aledaa Reqs aassaq •u0111Puoo Apapio pue Ajullues `albs 'uealo a ui pue medal pue aapio pooh u! 'sluawanoadw) jeglo pue sAein>laed `sgano 'sNIeM 'sa!1!I!oej 'sajnlonals IIe 'uoilel!wil lnogllM 'bulpnIou! 'sesuaad eql `uieluiew pue deeN 'aosse-1 of asuadxa ao lsoo Aue lnogl!M pue aseaq slgl to weal eql 6ulanp sewil IIe le 'Reqs aassaq 'saslwaad eql to lied ao Ile lnoge ao uo ui saledaa ao `sluawanoadw! `suo1llppe `suolleaalle 'sa6uego Aue *Mew of paiinbaa eq lou Ilegs aossaq •sluawanoadw! to aoueualuleW '8 -Mel Aq pannbaa 3! Aouebe alels aaglo Aue pue uoissi w.uoo lelseoo eluaol!leo aq1 woal saanlonals uleluiew jo/pue lonalsuoo of uoissn.wad ulelgo osle 11egs aassaq •sueld pue 'seioilod `suoilein6aa `suoilnlosaa 'seoueulpao Ai!o IIe gllM Aldwoo Allnl pue l!waad A1!o ale!adoadde Aq pezUoglne aae uo113na1suo3 pue saanlonals eql se buol os sesodand leiluepisaa aol pueq paseaq eql uo saanlonals u!elulew pue lonalsuooaa 'lepouaaa `lonalsuoo 'gsllowep Am aassaq •sesodand leguep!saa aol Alelos aq Ilegs pue-1 paseaq eql •pueq paseaq to ash V 3�Nt1N31N1t/W (INV 3sn •9 'Mel alels Aq pap!Aad se lsnal to peep Aue aapun ales to aollou ao/pue llnelap to aollou Aue to Adoo a aol isenbaa uall!aM s,aossaq `asuadxa alos s,eassaq le 'paooaa 'luawnalsul Alianoes aaglo ao peep 1sna1 Aue to uojlepaooaa aql aa1}e sAep (00 ua1 ulgl!M `Reqs aassaq (z) 'aseaq s!ql of ai1!i sploq aapuaq eql se buol os Aluo aseaq sigl aapun aassaq aq1 to suoilebilgo aql waoued of algell aq Ilegs aapuaq Auy ( l) :aapuaq Aue pue aassaq aossaq of Aidde Reqs suolsmid buiMollol aql •snoeuellaos!W •H •aseal Mau ay1 buiaedaad u! aassaq woal sesiwaad eql to uoissessod 6UI18Aoo9a 'aseaq sigj bu!leuiwaal u! paaanoui (seal s,Aawoue bulpnloui) sasuedxa pue slsoo elgeuoseaa lie /fed eseel Mau eql to uoilnoexe uodn 'Ilegs aapuaq (t,) •aapuaq Aq paipowei aq Algeuoseaa ueo legs aassaq Aq pau!wwoo goeaaq ao llnelap aaglo Aue 'Apowei of bullpen u! 98a6e ao `Apawaa AIlnl Reqs pue'uoileumal sl! aol 1nq aseal Mau eql to uoilnoaxe uodn anp aq pinoM 1e41 swns Ile pue Aue Aed pegs aapuaq `aossaq Aq eseal Mau 041 to uoilnoexe uo (g) •elgeoildde aa6uol ou aae ao pap!llnl ueeq Apeaale aneq goigM asogl aol ldeoxe aseaq sigl se suoilipuoo pue swa01 awes ag1 suleluoo aseal Mau aq1 (Z) -aseaq s141 to uoileulwaal eql Jade Sf%ep (OE) Ala!gl uigllM aapuaq Aq aossaq uo pejues si aseal Mau eql aol lsenbaa uall!aM eqi ( l) :pap!Aoad eassel se aapuaq ql!M areal Mau a olui aalua Ilegs aossaq 'aassaq Aq goeaaq ao llnelap Aue to asneoeq paleuiwaal aq ao aleuiwaal aseaq sigl pinogs 'aseaq sigi to uolslAoad aaglo Aue 6uipue1sg11M9oN 'aseaq meN •0 shall otherwise observe and comply with, any law, statute, ordinance, plan, resolution or policy applicable to the Premises. Lessee shall indemnify, defend and hold Lessor harmless from and against any loss, liability, action, claim or damage, arising out of, or in any way related, to Lessee's failure to comply with, and perform pursuant to, provisions of this subparagraph C. All repairs, additions, and alterations to the structures or improvements on the Premises shall conform to all applicable laws, ordinances, regulations, plans, policies and resolutions and all work shall be performed with reasonable diligence, completed within a reasonable time, and performed at the sole cost and expense of Lessee. D. As Is Condition of Premises. Lessee expressly accepts the Premises "as is" and acknowledges that Lessor has made no representations or warranties as to the suitability of the property or any construction or improvement. Lessee shall conduct all tests necessary to determine the suitability of the property for any proposed construction or improvement, including, without limitation, the amount and extent of any fill, and related factors. Lessee expressly acknowledges that Lessor shall not be liable for any damage or loss resulting from any subsurface or soil condition in, on, or under the Premises or adjacent property. Lessee expressly acknowledges that, while the legislature of the State of California has purportedly removed the public trust restrictions on use of the Property pursuant to the Beacon Bay Bill, the Leased Land may constitute filled tidelands, and Lessor has made no representation or warranty relative to the validity of the Beacon Bay Bill or the power of the legislature of the State of California to remove public trust restrictions on tidelands through legislation. Notwithstanding the foregoing, in the event of any challenge to the right and power of Lessor to lease the Leased Land for the purposes provided in this Lease, Lessor agrees, at its sole cost and expense, to use all reasonable efforts to resist and defend against such challenge and to seek a ruling or judgment affirming and upholding the right and power of Lessor to lease the Leased Land for the purposes provided in this Lease. 7. TAXES AND UTILITIES. It is understood by Lessor and Lessee that this Lease shall give rise to a possessory interest tax obligation and that the execution of this Lease will constitute a reassessment event which may give rise to a material increase in the possessory interest tax currently payable by Lessee under the Pre-existing Lease. Lessee shall pay, before delinquent, all utility charges and any general and special taxes, assessments or other governmental charges, if any, which may be levied on the Leased Land, and/or any improvements, including, without limitation, any possessory interest tax. Any lien for unpaid utilities, taxes, assessments or charges shall not attach to the leasehold interest but only to improvements located on the Leased Land. 8. USE AND MAINTENANCE OF COMMON AREA. Lessee shall have the right to use the streets, beaches, walkways, tennis courts, docks, piers, and common landscaped areas in Beacon Bay (as depicted on Exhibit A) and which are leased to the Beacon Bay Community Association by Lessor in consideration of the maintenance thereof by such Association and rent to be paid by individual Lessees under their respective leases. 9. MAINTENANCE AND IMPROVEMENT OF INFRASTRUCTURE. Lessor has no obligation to install, improve, repair, or maintain streets, curbs, gutters, water lines, sewer lines, drainage facilities, street lighting or other facilities used by the residents of Beacon Bay (Infrastructure). Notwithstanding Section 8 above, Lessor reserves the right, after a five (5) year period following the Effective Date and upon approval by the Lessees representing a majority of the lots in Beacon Bay, to improve and maintain streets, curbs, gutters, water lines, sewer lines', drainage facilities, street lighting, telephone and electricity lines and other Infrastructure facilities in Beacon Bay at its initial cost and to assess Lessee for NBL-187371.V2 11 05/24/94 b6/bZ/SO �` ZA'iLELBI-I9N o1 rinfui jo Aliedoid of 96ewep to Nsu Ile sawnsse Agejeq aassaq `6ulo6aaol ayl to Iglaieua6 ay1 6u!llwll Inoy1!M 'saslwaJd eqj inoge jo u! aassaq Aq peja}lns ao peulwiedaq � m yo!ynn s6ulyl jo )Iaom '�(lltiloe Aue wal ao aassaq Aq ses!waad eqj to uolssassod jo asn ay1 o1 poloauuoo aauuew Am ui ao woa; bulspe sallddns ao luawdmbe 'slupejew 'saowas `M ions 6uiAlddns jo buigs!wnl suolleaodioo jo swab 'suosied Ile Pup Aue of 6ullinsai to 6u!n we 'seal ,sAeuione algeuoseei 6ulpni3u! 'Janaosleynn einleu Aue to spumep pup 'sall!I!geiI 'sw!El0 `sassol 'sa6pwep 'slsoo 'suo!1p6!lgo 'uollop to sesnm 'suo1l3e Ile pup Aue lsule6p pup woal seeAoidwe pup sluptues 'sluebe `smigo 'suo!ss!wwo0 pup spjeog '110uno0 A1!0 sl! 'josse-I ssalwaey ploy pup pualaP `i(l!uwapu! Ileys aassaq 'sas!waJd ay1 uo jo u! aassaq Aq paaallns jo pou!wied aq Aew yoigAA s6uigl ao liom 'Al!A113e Aup sp Mann sp 'saallAUI Jo slsen6 'WA!lpluasaidaa 'slua6e 'seaAoldwe s,aasse-I jo 'aassaq Aq sas!wOJd ay1 10 uolssassod ao asn ay1 Jo 'sas!wald 8y1 10 uo11!PuO3 8y101 'Pale191 Aeon Aue u! ao `lo Ino bu!sue '1!ns ao w!Elo yons Aue to awoolno jo 1pow ay1 to sselpieft seal ,sAawoue alcimoseei 6ulpniou! 'aaAeos1egm amleu Aue to spumep pup sa!1!I!ge!I `sw!elo 'sassol 'sa6pwep 'slsoo 'suolle6!igo 'uolloe to sesnuo 'suolloe Ile pup Aue 1sumbe pup wojl seeAoidwe pup s1ueAJas `s1u06E `saao!llo `suolss1wwo0 Vue spieog 'I!ouno0 Aj!O s1! 'jossaq ssalwiey ploy pup puelop `A41uwapu! Keys aassaq 'NOUVOUINW30Nl 'Zl •Isaaalui ui sioss000ns s,eassaq pup aassaq uo 6ulpuiq aq Ilpys pup pual poseaq ay1 y1!nn unj pegs suolloulsaa pup suolllpuoo 'slupuanoo PIES 'aouaaalaj s!yl Aq uiejay palmodmoui pup olaaay pat4mae a 1!q!yx3 u! Pau!eluoo se suoileAaasaJ pup suo!l0IJlsaa 'suo1l!puo0 'sluEuanoa Ile Aq punoq aq pup ap!gE of seeibe aassaq SNOIIOIHIS38 dMd SN0I11aN00 'S1NVN3A00 11. -aossaq 10 spJo0aJ le!oueu!l ay1 woal Alelos pup Allenuue paumalap aq lleys sa!1!!loel Al!unwwoo 6ulleaado pup bu!ulelulew 10 slso0 ayl -asEaq s!y1 to 140paJq leualew a alnl!Isuoo l!eys Aed of aanl!el Aue pup 'onp lunowe eqj 10 eollou uallunn ja:4e skep (0E) Alaiyl u!yl!m pled aq I!eys jossaq Aq pannoui slsoo Ienuue ay1 10 aaeys Elea oad s,eassaq • (slol onnl-Xluanas Alluanno) Aeg uooeog u!yl!m slol le!luap!saa to jagwnu ay1 Aq slsoo s Jossaq 6u!p!Alp Aq pauiwielop aq Ileys aaeys Elea oad s,eassaq •1uabe luawa6Euew a Aq pabjeyo eel ay1 jo eel wowabeuew algeuoseal a bu!pnlou! `sall!I!oel Al!unwwoo ay16u!lmodo pup 6umieluiew ui sesuedxa algeuoseei s,aosse-j to aaeys Elm oad a Aed Ileys aassaq 'Iuana yons ui sa11!l!0El Al!unwwoo eAoidwi ao llelsul 'j!edej 'welu!ew of uo!l000ssy Al!unwwo0 ayl to suo!Ie6llgo ayl ewnsse 'uo!le6!lgo InoLlIlm pup uolldo s1! le 'Aew jossaq 'sa!I!I!oel Al!unwwoo u!Elulew o1 seseao ao si!el uolleioossy Allunwwo0 ayl l! '6 uo110aS 10 suolslnoid at -Il o1 luensind aossaq 01 paAJasaJ sly61J ay1 01 uolllppe ul •seaad uowwo0 to aoueualuIBIN aossaq •0 •aseaq sigl to yoeaaq leualew a alnulsuoo Ileys g ydej6Eaed s1y1 pup y ydeift"Ed 10 suolsmid ay1 y1!nn Aldwo0 of aanllel s,eassaq •uo!lmossy ay1 Aq passassu ao paml Apadoid sa6aeyo aaylo pue sluawssasse'seal'sanp plleA IIE A3uanbuilep alolaq 'uo!Ie!oossy ay1 o1 fxEd o1 pup 'uoge!0ossy ayl to suo!1elnbei pup salna Ile pup `snnelAq 'uo!leaodmoul to selailay ay1 Aq ap!ge o1 seeibe aassaq •suo!1p1n6aa pue safna y1!en aoueildwoO •8 -uo!1e!3ossy A1!unwwo0 Aeg uooeeq ay1 to 6u!puels pooh ui jegwew p 'uiewei o1 aseaq sigl to weal ay16u!anp pup 'awooaq of saaa6p aassaq 'luaweei6y s!y1 o1 luensind aassaq to sly61j ayl to Aue to e3uenulluoo ayl o1 uoil!puoo ssaadxe up se pue 'aseaq sigl to uoilejap!suoo ay1 to Ind Ieualew a sy •uo11e!3ossd u! d!ysaagwoW .d NOIIVIOOSSV AliNf1WW00 Ot -aseaq s!yl to wiel 6UIUIEwaa ayl JOAO Iuaa 10 waol ayl u1 aassaq wojl slsoo yons loelloo of pup 'slsoo yons to aaeys e1ej oid e persons in or about the Premises from any cause except for damage or injury resulting from the negligence or willful, fraudulent or criminal conduct by Lessor and/or its officers, employees, agents and representatives, and Lessee hereby waives all claims in respect thereof against Lessor. 13. INSURANCE. A. General Conditions. All insurance required to be carried pursuant to this Section 13 shall be obtained from reputable carriers licensed to conduct business in the State of California. Each policy required to be carried pursuant to this Section 13 shall name Lessee and Lessor as additional named insureds, and shall provide that the policy may not be surrendered, cancelled or terminated, or coverage reduced, without not less than twenty (20) days prior written notice to Lessor. B. Fire Insurance. Lessee shall, during the term of this Lease, insure all structures and improvements on the Leased Land against loss or damage by fire or other risk for residential structures. The insurance shall provide coverage to at least ninety percent (90%) of the full insurable replacement value of all improvements on the Leased Land, with the loss payable to Lessee unless this Lease is terminated by Lessor for default of Lessee in which case the proceeds of insurance shall be paid to Lessor. C. Liability Insurance. Lessee shall, at Lessee's sole cost and expense, procure and maintain during the term of this Lease, a broad form comprehensive coverage policy of public liability insurance which insures Lessee and Lessor against any loss or liability caused by, or in any way related to, the condition, for Lessee's use and occupation, of the premises in amounts not less than: (1) $500,000 per occurrence for injury to, or death of, one person; (2) $100,000 for damage to or destruction of property. 14. DEFAULT. A. Events of Default. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease by Lessee: (1) the abandonment of the Premises by Lessee; (2) the failure by Lessee to make any payment of rent when due if the failure continues for three (3) days after written notice has been given to Lessee. In the event that Lessor serves Lessee with a Notice to Pay Rent or Quit pursuant to applicable unlawful detainer statutes, such Notice to Pay Rent or Quit shall also constitute the notice.Wquired by this paragraph; (3) the failure by Lessee to perform any of the provisions of this Lease and any Exhibits attached hereto to be performed by Lessee, other than described in Paragraph 14.14(2) above, if the failure to perform continues for a period of thirty (30) days after written notice thereof has been given to Lessee. If the nature of Lessee's default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall. not be in default if Lessee commences the cure within said thirty (30) day period and thereafter diligently prosecutes the cure to completion; or (4) the failure of Lessee to provide Lessor with all relevant information regarding the total consideration paid in conjunction with any transfer of this Lease; NB1-187371.V2 13 05/24/94 46/4Z/90 17` 9ass8-1 anallaJ lou pays 6ulllalaJ agl 'saslwaJd ayl to uol;Jod a Jo Ile slalaJ aosse-1 11 *uolloe le6al Aq 0np scans ieAoo0J of esea-1 ayl to uo!leu!wial Alun Venn lou p00u Josses pug es -ea -1 0141 ui pa11loeds awll 0141 lg sluewALd yons e>lgw llegs aassaq 's0slw0Jd ayl 10 uolssassod 01 lg6!J s,0asse-1 salgu!wiel Josses 18143 01ep 0141 of do aseaq s!yl Aq pannbe i slunowg Ile Aed IILgs easse-1 Tela, We ses1uJ0Jd ayl lou JO J0y1014M -eigpdoidda sweep `uollaJoslp alos sl! Ig 'JossO-, sg suo!l!puoo pue swial yons uo pug 'aw11 o1 ewp woJ1 Jo `ewll Aue IB saslwe'd ag110 uolliod g Jo pe falai lou peau 1nq 'Am Josses `esee-1 slyl of luensmd sse-1 bulnallaj `os op o1 uolloale s,Josse� 10 aollou u0u!JM ssOJdxa uo11g6llgo �(ug 10 aa 10 aouesgg 0141 u! `Jo esee-1 s!g1 10 aJnl1alJo1 ayl 6ulloegg Jo 6ullgulw.iel inoyl!M (Z) 'pJEMg 10 awll 9141 le OoslougJd ueg to Nue8 amaseH IgJapad ay110 aleJ lunooslp agl anoge lulod obalueo.ied euo lg lunowg yons 6ullunooslp Aq palndwoo eq Ilegs (!) asnel0 ui of paJJalaJ lunowe agl to imeMe 10 ow11 0141 le gljonn a41 -aosse-1 of anJoOe slunowe alep ag1 woJl wnuue Jad (%o l)1ueoJad ual 10 aleJ agl le lsaialul 6ulMolle Aq palndwoo aq Ileys anoge (!) asnelo ul of paiialaJ 1e141 uegl aaglo slunowe Ig1uaJ pe 10 ,piamB 10 awll ayl 1g ylJOM„ a141 -s;soo algguoseaJ Jay10 Aug pue 'seal SA@ujoUe algeuoseaJ (uo!leJalle pug uollenouai `Jnedai tiessooeu 6ulpnlou!) 6ulualaJ to sesuedxa 'uolssassod 6u1Jan03aJ 10 1S03 ayl 'uolleuw!I lnogl!M '6ulpnlou! 'g3eaJq agl woal 11nsa.i o1 Ale>l!I aq pinoM s6ulyl to esmo0 tieulpio agl u! golgM Jo asea-I slyl of luensind suollg6llgo wJoped of ampgl s,easse-1 Aq pesne0 AlalewlxoJd luawlalap pe Jot aosso-1 alesuadwoo of /(Jessa3eu lunowe Jaglo Aug (q) pue 'pap!ong AlgeuoseaJ aq pinoo sanoid eassa'l ueyl ssol ayl to lunowe ay1 spaaoxa pagMg to owll ayl J011e weal ayl 10 eougleq ayl Jol 1uai leuo1l!ppe Pug luaJ p!edun ayl golyM Aq lunowe a141 10 pime 10 ewll agl le ylJOM ayl (e) . :6ulMollol ag1 'uollel!w!I lnoyl!M '6ulpnloul 'Mel 10 uolslnoid Jaylo Aue Jo 'apoo I!AIO eluJollleo 941 to Z1961. uo1108g 01 luensind po1lllue s! Josse-1 yo114M o1 slunowe lle easse-1 woJl JOAooaJ of pa1igue aq Ileys Josso-1 'luana Bons ul 1ossa-1 01 sas!waJd ayl to uolssassod Japuaiins Alaig!pewwi pegs aassa-1 pug aleulwJal pegs aseaq slyl ase0 4011-iM ul 'sueaw In1MgI Aug /(q saslwaJd posea-1 ayl to uolssassod o1 ly61J s,easse-1 algulwJal W ZA'ILfLBI-i8N :bulnnopol 0gl op 'Mel Aq paulwJad salpowei Jo sigblJ Aug 01 u0111ppe u! '/(euJ Jossa-1 'yt,L ydeJ6eJed u! poullop se eessa-1Aq llnelep Aue to luana agl uI •salpawaa s,pJ0lpuej '8 •0011ON 041 ul sloole os Josses ssalun esee-1 s!yl to uollgulwJal a Jo ejnl!ejio1 g poweep aq pet's aollou Bons ON -awl1 to poped alggolldde eqj uiq:p^ 'aq Am asgo ayi se 'simig u1 s1 1ey11uai 041 Aed Jo asue-1 slgl to suolslAOJd 0141 wJoped aassaq legi pumep pgys pug 'suolslAoid asual algeolidde 0141 pue 11nelop pa6alle 041 A41oeds pet's ytq gdgJ6gJed slgl Japun uaA16 s8011oN -sAup (0E) A1*41 u!gl!M pa6Jeg0slp lou si amzlas yons ejegm 'esee-1 ayi u! 1s0Jalu1 s,eassa-110 Jo saslwaJd ay1 le paluool slasse s,a0ssa-I10 Ile -AIlglluelsgns to amzlas lelolpnf Jaylo Jo uol;noexe 'luewyogu-e 0141 JO 'sAgp (0E) Alim u1141!M a0ss0-1 o1 pejolsoi lou s! uolssassod.ejegm 'asea-1 eqi u! Imam s,aassa-j 10 Jo saslwaJd 0141 1g palgool slassg s,00ss0-1 10 lig AIlg!luglsgns 10 uolssassod aile1 o1 3BA1808J Jo oeisnJl a 10 luawlulodde ayi'sAep (09) /(ixls ulyllM pesslwslp si awes ag1 ssalun AoldniMueq o16u!lLIej MgI Aug 10 luawa6up ug Jo uollgzlue6Joej Jol uo1l!ied g Jo 1druMueq g pa6pn1pe aassa-l.OAgg of uollged g 10 easso-1 isulg6g Jo Aq 6u1111 ayl 'saol!pejo 10 1!laueq ag1 Jot luawa6uLJJe IgJaua6 Jo Iuawu6lssL, Ig1au96 Aue to easse-1 Aq 6uplew ay1 (g) of any obligation pursuant to this Lease; provided, however, Lessor shall apply the rent or other proceeds actually collected by virtue of the reletting against amounts due from Lessee. Lessor may execute any agreement reletting all or a portion of the leased premises and Lessee shall have no right to collect any proceeds due Lessor by virtue of any reletting. Lessor shall not, by any reentry or reletting or other act, be deemed to: (a) Have accepted any surrender by Lessee of this Lease or the leased premises; (b) have terminated this Lease; or (c) have relieved Lessee of any obligation pursuant to this Lease unless Lessor has given Lessee express written notice of Lessor's election to do so. (3) Lessor may terminate this Lease by express written notice to Lessee of its election to do so. The termination shall not relieve Lessee of any obligation which has accrued prior to the date of termination. In the event of termination, Lessor shall be entitled to recover the amount specified in Paragraph 14.B(1). C. Default By Lessor. Lessor shall not be in default unless Lessor fails to perform obligations required of Lessor within a reasonable time, but in no event later than thirty (30) days after written notice by Lessee to Lessor specifying wherein Lessor has failed to perform such obligation. If the nature of Lessor's obligation is such that more than thirty (30) days are required for performance, then Lessor shall not be in default if Lessor commences performance within such thirty (30) day period and thereafter diligently prosecutes the same to completion. D. Stay of Obligations. Neither party shall be under any obligation to perform or comply with its obligations pursuant to this Lease after the date of any default by the other party. E. Determination of Rental Value. In any action or unlawful detainer commenced by Lessor, the reasonable rental value of the Leased Land shall be deemed to be the amount of rent and additional rent (such as reimbursement for costs of Infrastructure improvements or the payment of taxes or assessments) for the period of the unlawful detainer, unless Lessor/Lessee shall prove to the contrary by competent evidence. F. Waiver of Rights. The failure or delay of either party to exercise any right or remedy shall not be construed as a waiver of such right or remedy or any default by the other party. Lessor's acceptance of any rent shall not be considered a waiver of any preexisting breach of default by Lessee other than the failure to pay the particular rent accepted regardless of Lessor's knowledge of the preexisting breach of default at the time rent is accepted. G. Waiver of Right of Redemption. Lessee waives any right of redemption or relief from forfeiture pursuant to Code of Civil Procedure Sections 1174 and 1179 and/or pursuant to *any existing or future statutory or decisional law in the event Lessee is evicted or Lessor takes possession of the Premises by reason of Lessee's default. 15. SURRENDER OF POSSESSION UPON EXPIRATION OR TERMINATION. A. Surrender of Premises. Upon the expiration or termination of this Lease, Lessee agrees to peaceably deliver possession of, and agrees to vacate without contest, legal or otherwise, the Leased Land. Lessor, at its sole discretion, may record a document evidencing the expiration or NB1-187371 . V2 15 05/24/94 46/bZ/90 91. ZA'TC£LST-I9N PUB :aseaq sigl 10 weal aqj to uoilmicixe ay1 to amp a41 of 6uiNei 10 amp eqj wojl 6ululewai sjeoAjo jegwnu eqj aol jsajejui punodwoo wnuue jed (%6) Jusojed eu!u le (00' l$) Jellop euo 10 yljom juasaid aql jot jojoel e41 Aq onjuA 19)Ijew ngl yons 6uiAldilInw Aq pejunooslp '6uplel to a1up aqj to se (buillemp yons of seoueuel,ndde pug 6uillemp eqj 10 aAlsnloxe) peAoidwi su saslwaJd aqj to enleA 1aNjew alel eql (e) :6uimollol aqj jo wns eqj of lenbe Junowe ue of paligue eq Ilggs josses ayl W :smollol se poluoolle aq Ile4s uiejegl jsenjui ployaseal s,easse-i pug sas!wajd OLI l0 6u1mgl Iglol a41 aol papiume sa6ewep pue uoljesuadwoo py •6uiMel Ielol - piemv to uolleoolid 'O -- -oiejegl uollelaa u! A111!quil jeglanl Ilg woal posealai aq uodnaiayl llels sallied all pug 'jouwapuoo aqj Aq buiNul to alep aqj of do eassa-I Aq pled aq IIe4s uaNel loajall uoiliod jo puM pasga-1 aqj of elgginglju7e pug aapunajay aosso-1 of aassaq Aq algeAed sa6jeyo jallo pug slsluaj Ile 'Ind ui jo alogm ui poleuiwial os si assay s!yj 11 'pus'I pasea-i p!gs to 6upiel to alep a41 10 se aluum ial pug aseao (legs uaN ul loejayl uoiliod all jo pue-1 posea-1 aqj 01 pue u1 eassal aqj 10 Ojelso ployaseal eqj uayl 'u!ewop Jueu!wo 10 aamod aqj aapun 6uiNej Ieilied ao 6uiNej lejol a aq Ilegs aja41 'loajeq weal aqj buljnp '11 •6uiNel 10 100113 '8 •Jouwapuoo aqj ul s1saA pug of sassed loeia4l uoiliod ao ses!waad 041 of al1!1 4a!4M uodn alep 9g1 aq IIe4s ,bui>iej to alep„ weal a41 (ti) -s6ulpaaooad lewaol to nail ut ulewop lueu!wo to jamod a41 jepun 6uplej a to leei4l jepun f%j!I!Jn o!Ignd ao Al!aollne 'Aouabe ue 01 Josse-I Aq 90ugAanuo0 tiglunloA a apnpui llegs „6u!�Iel„ w.ia1 aql (E) -anoge pau!lap se 6uplsJ Iejol a einipsuoo lou scop 4oiLlm sasmaid aqj to Aluo uoiliod g 10 6uiNel agj ueaw (legs fimiel jellied„ weal a41 (Z) -sesodind Islluaplsai a4J jol easse-1 Aq loalagl asn all jiedw! Alleguelsgns ao Juanaad of se pulal posea-1 all to 40nw os 10 6uplel all jo ulewop luou!wa 10 aamod all aapun sas!waid aallue eqj 10 6ul>{ej all ueaw Ilels 9 L uo!loag s!ll ui pasn se „6ulmul lelol„ w.ial all ( L) •swaal to suo11!u11aa V 'NitlW041N3NIW3 '9l •uoijejap!suo0 Aug 10 luewAed eqj jnoyl!m fossa -i 10 Aliedoid aqj ewooeq I1e4s Aegi '8'Sl gcImbuied sigl ui pap!Aoid ewll aqj uigl!m peAowei jou are sluaweAoidwi pug s6ulpl!nq aqj 10 AUB Juana agj ul 'UOIIIpuoo AIaapao pug ueelo a u! Jossaq 01 ses!waid eq) jo uolssessod jepuenns pue Isnowaa sage l5qulewei sjuawanoidwi ao s6u!pl!nq ag110 sjagd aaglo pug sijgep 'suoilepunol Ile eAowei pug suoljeneoxe Ile II!l IIegs eesse-I •esga-1 s14j 10 wial eqj jo uo!lej!dxe m4u sAep (06) Ajeu!u uagl jejel ou ajaidwoo aq lsnw Ignowei pug easse-1 10 esuedxe pug jsoo egos eqj le eq Ileys lueweAoidwi jo 6u!pl!nq Aug to IgnoweH •pue-I posee-I agj uo pollejsui ao 11Inq sluawanoidwi pug sbu!pl!nq Ile puM posea-1 aqj woJ1 eAowei of 14611 041 ane4 Ilg4s aassaq 'Mle-j s!gJ 10 suo!s!Awd e41 10 Aue to 1inglep ui uagj jou si eesse-I leyj uoilipuoo uo pug 'asee-1 s141 10 uuej aqj 10 uoilej!dxa aqj uodN •sluawanoadwl 10 Ienowaa '8 •juawAed 10 wjol ael!w!s Jo e0ugls!sse u011e00181 eA!aoaJ 01 1g6u Aug SWUM aassaq •1saJalu! ployaseal aqJ 10 uo!Jeu!wJal (b) The present worth of rents due during the period from the date of taking to the date of the expiration of the term of this Lease, computed by multiplying the annual rent then payable by the factor for the present worth of one dollar ($1.00) per annum at nine percent (9%) per annum compound interest (Inwood Coefficient) for the number of years in such period. (2) The Lessee shall be entitled to the amount remaining of the total award after deducting therefrom the sums to be paid to Lessor as hereinafter provided. D. Allocation of Award - Partial Taking. All compensation and damages awarded for the taking of a portion of the Leased Premises shall be allocated and divided as follows: (1) The Lessor shall be entitled to an amount equal to the sum of the following: (a) The proportionate reduction of the fair market value of the Premises as improved (exclusive of the dwelling and appurtenances to such dwelling) as of the date of taking, discounted by multiplying such proportionate reduction in fair market value by the factor for the present worth of one dollar ($1.00) at nine percent (9%) per annum compound interest for the number of years remaining from the date of taking to the date of expiration of the term of this Lease; and (b) The present worth of the amount by which the rent is reduced computed by multiplying the amount by which the annual rent is reduced by the factor for the present worth of $1.00 per annum at 9% per annum compound interest (Inwood Coefficient) for the number of years remaining from the date of taking to the date of expiration of the term of this Lease. (2) The Lessee shall be entitled to the amount remaining of the total award after deducting therefrom the sums to be paid to Lessor as hereinabove provided. E. Reduction of Rent on Partial Taking. In the event of a partial taking, the rent payable by Lessee hereunder shall be adjusted from the date of taking to the date of the expiration of the term of this Lease. Such rental adjustment will be made by reducing the basic rental payable by Lessee in the ratio that the Fair Market Rental Value of the Premises at the date of taking bears to the Fair Market Rental Value of the Premises immediately thereafter. 17. ATTORNEYS' FEES. Should either party be required to employ counsel to enforce the terms, conditions and ggvenants of this Lease, the prevailing party shall recover all reasonable attorneys' fees and charges (and court costs if applicable) incurred therein, whether or not court proceedings were commenced. 18. REMEDIES CUMULATIVE. The rights, powers, elections and remedies of the Lessor or Lessee contained in this Lease shall be construed as cumulative and no one of them shall be considered exclusive of the other or exclusive of any rights or remedies allowed by law, and the exercise of one or more rights, powers, elections or remedies shall not impair or be deemed a waiver of Lessor's or Lessee's rights to exercise any other. NB1-187371 . V2 17 05/24/94 b6/bZ/90 8l ZA't L£C8t-Z9N aaglo aql of ao!lou uall!jm Loud ,sAep (0£) Aij!gl uodn jossaq jo jossaq /(q paleu!wial aq Aew Aouepual gluow-of-gluow aql -Aouepual gluow-of-gluow a of algeo!idde aq Am Aet ll se jslosui aseaq s!ql 10 suo!s!Aoad eql of loafgns gluow-of-gluow woal lueuel a pawaap aq 11egs aassaq uegl 'aassaq wojl luaa sideoos fossa-! pue sallied eql ueemlaq 6u!llim u! luawaaa6e Aue lnogl!M asea-1 s!ql to weal agl to uo!lea!dxa Jal}e saslweJd eql to uo!ssessod u! upwai 1legs 'aassaq japun 6upplo euoAue jo 'aassaq 1! 'JOAemOH -sallied Ile Aq pau6!s 6u!1uM a ui ldaoxa pa!1!pow jauuew Aue u! jo 'pepualxe 'paMauej eq louueo aseaq s!gl 99A68 sallied aql •uo!13aS s!ql u! pap!Aoid Alssaadxe se ldaoxa sas!waJd aql of ao u! s1g6la Aue aassaq OA16 ao aseaq s!g140 leMauaa a a1n1puoo lou !legs weal aql 10 uo!lej!dxa mp, aassaq f%q JOAO 6u!ploq Auy •aseaq s!ql to weal eql to uo!lej!dxa eql uodn ao!lou jeglml lnogrm p!oA pue llnu awooeq pue aleu!wial 11egs asea-1 s!ql 'a3AO E)NI0'10H 'ZZ •uo!leo!unwwoo ao puewep 'ao!lou gons to pew sa1e1S pewit aql u! 1!sodep aql ja13e pue wa1 smog (ZL) oMl-Aluanas to uo!lej!dxa agl (0 Jo '/UaA!Iap lenloe (!) to jaipea agl uodn ololdwoo pawaap aq Ilsgs aassaq jo aossaq uodn ao!Aaas gons •aassaq aq1 of possaippe I!ew eql g6nagl Adoo a bu!pues osle pue saspoid ay1 uo aould snono!dsuoo a ui ao!1ou aql 10 Adoo a bu!x!31s Aq uegl 'punol aq ueo auo ou 11 Cl jo 'pueq paseaq aql bu!Adn000 aq Am oqm uo!laaos!p pue 96e olqups to uosied awos ql!M Adoo s 6u!Aeal Aq pueq paseaq aql wojl luasge si aassaq 041 ll •0 ao 'aassaq Aq pags!uml ssaippe ssou!snq ao eouep!saa aql of 'p!edaid a6elsod glp 'paggiao ao paialsibei `pvq salelS pa1!un ay1 u1 8311oN eql 6u!3!sodep Aq •g jo'Alleuosied aassaq aql of Adoo a 6uuaA!lap /fig y :jagl!a pa/uas aq Am 11 'aassaq uo jossaq Aq pomas aq of papualui si ao!1ou l! •bu!llim u! aassaq of pegs!uanl je:geejeq aq Asw se ssaippe jaglo gons is ao '89L L-69926 eluaol!luo 'goeag :podmE)N '89L L xog •O•d 'pjeAelnog liodMaN 00CS V81O 40 10 'aa6euew AID 'aoAew aql 01 possaippe 'goeag liodMaN to A110 aq1 uo 'p!edaid abulsod y1!M `pagpiao ao paials!6ai 'I!ew Aq pamas ao uaAI6 aq Aew 'aassaq /(q panaas ao uaA!6 aq o1 'Mel Aq jo aseaq s!ql Aq fol pap!Awd sao!lou ao ao!lou Auy 'S3O11ON 'LZ •pueq paseaq 041 aano uo!lo!psunf lnWel bu!Aeq AoIuabe jo Apoq Ieluawuaano6 j9g10 Aue jo 'goeag >JodMaN to 40 '06ueaO to f%lunoO 'e!wopluo 10 alelS eg110 sMel pue saoueu!pao 'salnlels 'suo!1elnbei 'salm pe y1!M Aldwoo of saaa6e pus slusuanoo aassaq 'SMV'I HIM 3ONVIldWOO '03 •eseaq s!ql 10 suo!3!puoo Jo suo!loplsaj 'sluewaaa6e 'slueuanoo `swial eql to Aue 10 jo awes eql 10 goeejq bu!paaoons Aus to JaA!eM s se penjlsuoo aq Iisgs aseaq s!ql 10 suo!1!puoo ao suo!loplsai 'sluawoojbu 'slueuanoo 'swial eql 10 Aue to goeaaq Aus to JoApm ON •uiejegl soueosalnboe Aue ao Aved aaglo agl 10 lied eql uo llnelop ao loalbau 'uo!ss!wo gons /due 10 JaA!eM a se penjlsuoo aq Ilsgs jo aaMod jo lg6p gons ,&ue j!edw! pegs Aped aaglo eql 10 llnelap Jo loalbau 'uo!ss!wo Aue wwl 6ulslje JaMod j01g6u Am es!ome of Aped jagl!e to uo!ss!wo jo Aclop ON 'a3AIVM ON '6L 23. QUIET ENJOYMENT. Lessor covenants and agrees that Lessee, upon paying the rent set forth herein and observing and keeping all covenants and agreements to be observed or kept by Lessor hereunder, shall quietly have and enjoy the Leased Land during the term of this Lease without hindrance or molestation by anyone claiming by or through Lessor. 24. SEVERABILITY. If any term or provision of this Lease shall, to any extent be invalid or unenforceable, the remainder of this Lease shall not be affected thereby, and each term and provision of this Lease shall remain valid and enforceable to the fullest extent permitted by law. 25. MISCELLANEOUS A. Representations. Lessee agrees that no representations as to the Premises have been made by Lessor or by any person or agent acting for Lessor. Lessor and Lessee agrees and acknowledges that this document contains the entire agreement of the parties, that there are no verbal agreements" representations, warranties or other understandings affecting this agreement, and Lessor and Lessee, as a material part of the consideration of this Lease, waives all claims against the other for recision, damages, or otherwise by reason of any alleged covenant, agreement or understanding not contained in this Lease. 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 Lessee and apply to and bind Lessor and Lessee, as the case may be, their respective heirs, legatees, devisees, executors and administrators, successors, assigns, licensees, permittees, or any person who may come into possession or occupancy of said Leased Land or any part thereof in any manner whatsoever. Nothing in this paragraph shall in any way alter the provisions herein contained against assignment or subletting. C. Joint Several Liability. If Lessee consists of more than one person, the covenants, obligations and liabilities of Lessee pursuant to this Lease shall be the joint and several covenants, obligations and liabilities of such persons. D. Captions. The section and paragraph captions used in this Lease are for the convenience of the parties and shall not be considered in the construction or interpretation of any provision. E. Gender. In this Lease, the masculine gender includes the feminine and neuter and the singular number includes the plural whenever the context so requires. NB1-187371.V2 19 05/24/94 V6/VZ/90 03 ZA'TL£L9T-T9N t. ,) A Go :33SS31 80,kVVq :a!1!1 `HOV38 IbIOdM3N 30 ALIO :HOSS3-1 A3NHOLLV All v IWIJOd Ol Sd a3�0addv MD 10 Allo :1S311.d d�� •uallunn anoge lsa!} alep a4l jo se palnoaxa eq of asee-1 s!yl pasneo aney sa!l.red aul `303U3HM SS3NIlM NI STATE OF CALIFORNIA )ss. COUNTY OF ORANGE ) On W , before me, Irene Butler personally appeared �'� personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. (SEAL) Notary Public in and for said State OPTIONAL INFORMATION NE U 'LE''t ryV Comm. #1008878 NOTARY PUBLIC CALIF i 4 ORANGE COUNTY Comm. Expiros Nov. 11, 11*7 •► TITLE OR TYPE OF DOCUMENT DATE OF DOCUMENT 6/�1/ NUMBER OF PAGES d SIGNERS) OTHER THAN NAMED ABOVE N 3AV 310 V9 17 r 06d C% .�i- t0 dd'c4 r// A �1� _`•�I � � r� '^w J y'y4 N o % P �,� 9 // • �' s .� " '`p� �^ moo° G to � ►6 � -4. ''' oQ ' . \ .N �� *�N 1 �Cf• \ c� rti�n0 7P� ��: a � 1�° 4Y SI+,�JA10 4 `; t •1 10. CNI zi tat m .9 ►♦ 'g. � I :c� � 9 � vS SA 116 9 ll)144 co �°� o Q ;�, ,�� ,�, �°° a -off � w _•__ :�, r• �v of 0 f� `4 d' T /goo QOAO =f7 t. m /0�. AND 00 cr ac . V / •�' B PQQ gR,g �Z1• �. �c� � f r m 6Ai O fJA W43 fill �. p0• y cA � a.(� m +_ ' o m •, If' � Q 3 �A - Exhibit A yT EXHIBIT B Beacon Bay Lot 54 described as follows: Lot 54 as shown on the map filed in Book 9, Pages 42 and 43 of Record of Surveys, in the office of the County Recorder, County of Orange, State of California. SUMMARY OF SALIENT FACTS AND CONCLUSIONS - continued SUMMARY OF VALUE INDICATIONS: Existing (1st year) Unencumbered Fair Market Contract Effective Lot No. Fee Lot Value Rental Value Rent Net Rent Water Front Lots A $1,330,000 $48,520 $23,125.08 $31,940.00 B $1,200,000 $43,320 $12,506.85 $22,270.00 C $1,031,000 $37,560 $16,625.04 $22,480.00 1 $947,000 $34,200 $8,020.80 $15,030.00 2 $1,131,000 $41,640 $8,825.40 $17,950.00 3 $1,263,000 $46,920 $24,250.08 $31,560.00 4 $1,318,000 $49,120 $10,458.96 $21,260.00 5 $1,341,000 $50,120 $20,012.04 $28,840.00 6 $1,386,000 $51,680 $25,000.00 $34,260.00 7 $1,210,000 $44,800 $24,999.96 $31,870.00 8 $1,177,000 $43,480 $43,750.00 $43,480.00 9 $1,298,000 $47,840 $42,500.04 $44,350.00 10 $1,342,000 $49,600 $24,999.96 $33,540.00 11 $1,122,000 $41,280 $9,020.52 $17,020.00 � 12 $1,100,000 $40,400 $14,250.00 $22,190.00 13 $1,100,000 $40,400 $23,625.00 $29,450.00 14 $1,243,000 $45,640 $10,312.56 $19,690.00 15 $1,265,000 $46,520 $10,836.47 $20,240.00 16 $1,067,000 $39,080 $8,508.48 $16,480.00 17 $1,067,000 $39,080 $16,250.04 $21,750.00 18 $1,067,000 $39,080 $8,508.48 $16,480.00 19 $1,243,000 $45,640 $10,020.02 $19,500.00 20 $1,147,000 $42,320 $8,727.84 $17,910.00 21 $1,058,000 $38,760 $20,224.50 $26,660.00 22 $1,036,000 $37,880 $41,250.00 $37,880.00 ES 1 $1,037,000 $37,880 $28,749.96 $31,920.00 ES 2 $1,037,000 $37,880 $24,625.00 $29,220.00 Subtotals: $31,563,000 $1,160,640 $519,983.08 $705,220.00 Exhibit C m Page 1 Z abed - 0 jjg1gx3 00'9I£`L$ 88'££5`£$ 9Z£`91$ 000`££9$ 09 00'SLI`ZI$ 00'SZi`OI$ SZO`91$ 000`SZS$ 69 00'00`03 00'09L`9$ L£i`91$ 000`825$ 89 00'LZ17`L$ 9I'ISS`£$ L£L`91$ 000`9vg$ LS 00'916`L$ 96'£09`£$ SL£`LI$ 000`L99$ 95 00'998`Zi$ ti0'SZ9`OI$ SLO`LI$ 000`699$ SS 00'LZZ`L$ 88'j7ti£`£$ L86`91$ 000`0£9$ 179 00'Z617`8$ 00'6LI7`17$ Z9I`8I$ 000`889$ £5 00'LZ6`£i$ 00'09L`Z1$ LW9I$ 000`8ZS$ ZS 00'L58`L$ 9£'08L`£$ L£8`9I$ 000`OZS$ 19 00'017Z`L$ 9L'699`£$ 096`9I$ 000`£29$ OS 00'L61'L$ 9i'IS9`£$ L£8`SI$ 000`029$ 617 00'90£`6$ 96'6tiZ`9$ 9LL`91$ 000`I99$ 817 00'99£`L$ 9£'69ti`£$ 9Lti`91$ 000`6£9$ LV 00'Z617`8$ t79't75j7`ti$ Z91`81$ 000`889$ 9V 00'066`L$ J78'950`17$ 00£`L1$ 000`999$ St7 00'L8L`L$ OZ'Z£8`£$ L£0`L1$ 000`899$ t717 007£2`£1$ 00'092`11$ Z96`91$ 000`999$ £ti 00'ZL9`L$ 00'96L`£$ Z99`9I$ 000`8K$ Zti 00'00£`L$ V9'6IL`£$ 005`91$ 000`£15$ Iti 007LV1$ 09'££1`I3 Z9I`81$ 000`889$ OP 00'L9911$ 170'SZI`6$ L£I`91$ 000`8ZS$ 6£ 00'L96`L$ 9£'08L`£$ L£8`91$ 000`OZS$ 8£ 00'900`9I$ 00'SZ9`171$ 9ZL`9I$ 000`LIS$ L£ 00'ZL9`L$ 00'96L`£$ Z99`9I$ 000`8ti5$ 9£ 00'08L`L$ 8Z'9LL`£$ 000`L1$ 000`699$ S£ 00'06b`8$ 179'tiS17`17$ OOZ`8I$ 000`689$ t7£ 00'LO£`L$ 80'L09`£$ L£ 1'91$ 000`825$ ££ 00'LIZ`L$ 817'889`£$ L£8`91$ 000`OZS$ Z£ 00'9IS`OI$ 00'09L`8$ SZL`SI$ 000`L19$ is 00'ZOi`L$ 91'199`£$ Z9fi`91$ 000`019$ 0£ 00'0Lt7`SI$ 00'9L£`91$ 099`9I$ 000`819$ 6Z 00'98L`L$ ZL'L£1`t7$ 9LL`91$ 000`Zti9$ 8Z 00'ZOI`L$ j7t7'9£ti`£$ ZI6`9I$ 000`615$ LZ 00'Zti6`9$ ZL'LIti`£$ Z19`91$ 000`115$ 9Z 00'LL6`9$ Z1'66£`£$ L£S`91$ 000`609$ SZ 00'L68`8$ 170'SZI`9$ L£Z`91$ 000`105$ t7Z 00'L6Z`9$ Z£'Z8L`Z$ M7171$ 000`8Lti$ £Z s1oZ ioua3ul luau ION 7uag anPA 1eluag anTA 102 aa3 'oN 70'I a^P0a33g laesluoZ) 1aIJEW ilea paiaquunauaun (iea,(isl) 8uilsixg A" ponUTIU03 - SNOISfl"IoNOo CNV S.LDd3 INaf Ids 30 Auvpv'als SUMMARY OF SALIENT FACTS AND CONCLUSIONS - continued Exhibit C m Page 3' Existing (1st year) Unencumbered Fair Market Contract Effective Lot No. Fee Lot Value Rental Value Rent Net Rent Interior Lots - continued 61 $588,000 $18,162 $4,436.16 $8,482.00 ES 3 $474,000 $14,225 $8,750.04 $10,325.00 ES 4 $467,000 $13,962 $3,021.96 $6,322.00 ES 5 $470,000 $14,075 $10,000.08 $11,415.00 ES 6 $468,000 $14,000 $2,982.96 $6,310.00 ES 7 $461,000 $13,737 $2,966.04 $6,057.00 ES 8 $471,000 $13,925 $3,118.08 $6,455.00 Subtotal Int.: $23,786,000 $724,637 $254,617.16 $397,807.00 Subtotal W.F.: $31,563,000 $1,160,640 $519,983.08 $705,220.00 Grand Totals: $55,349,000 $1,885,277 $774,600.24 $1,103,027.00 Exhibit C m Page 3' Distribution of Rents and Tax Advantage between Tidelands and Uplands* Beacon Bay 6/6/94 - Page 1 Exhibit D (lstyear) Proportionate Proportionate Annual Amort. Tidelands Effective % % Rent Rent of PV of Tax Tax Lot No. Net Rent Tidelands Uplands Tidelands Uplands Advantage Advantage Waterfront Lots A $31,940.00 100% 0% $31,940 $0 $0 $0 B $22,270.00 100% 0% $22,270 $0 $930 $930 C $22,480.00 100% 0% $22,480 $0 $1,410 $1,410 1 $15,030.00 100% 0% $15,030 $0 $2,080 $2,080 2 $17,950.00 100% 0% $17,950 $0 $2,260 $2,260 3 $31,560.00 100% 0% $31,560 $0 $560 $560 4 $21,260.00 100% 0% $21,260 $0 $2,610 $2,610 5 $28,840.00 100% 0% $28,840 $0 $1,620 $1,620 6 $34,260.00 100% 0% $34,260 $0 $0 $0 7 $31,870.00 95% 5% $30,276 $1,594 $0 $0 8 $43,480.00 50% 50% $21,740 $21,740 $0 $0 9 $44,350.00 5% 95% $2,217 $42,132 $0 $0 10 $33,540.00 0% 100% $0 $33,540 $0 $0 11 $17,020.00 0% 100% $0 $17,020 $3,200 $0 12 $22,190.00 0% 100% $0 $22,190 $1,130 $0 13 $29,450.00 0% 100% $0 $29,450 $0 $0 14 v $19,690.00 0% 100% $0 $19,690 $2,880 $0 15 $20,240.00 20% 80% $4,048 $16,192 $2,980 $596 16 $16,480.00 95% 5% $15,656 $824 $2,640 $2,508 17 $21,750.00 100% 0% $21,750 $0 $2,420 $2,420 18 $16,480.00 100% 0% $16,480 $0 $2,640 $2,640 19 $19,500.00 100% 0% $19,500 $0 $2,880 $2,880 20 $17,910.00 100% 0% $17,910 $0 $2,470 $2,470 21 $26,660.00 100% 0% $26,660 $0 $0 $0 22 $37,880.00 100% 0% $37,880 $0 $0 $0 ES 1 $31,920.00 100% 0% $31,920 $0 $0 $0 ES 2 $29,220.00 100% 0% $29,220 $0 $0 $0 Waterfront Subtotal: $705,220.00 $500,848 $204,372 $34,710 $24,984 Beacon Bay 6/6/94 - Page 1 Exhibit D d I!q!gx3 Z a2ud -176/9/9 AEU uoaEag 0$ 099$ 9I£`L$ 0$ %OOI %0 00'9I£`L$ 0$ 0$ 9LI`ZI$ 0$ 010001 0100 00'9Li`ZT$ 0$ 0$ LOO`01$ 0$ %00I 0100 00'L00`01$ 0$ OOL$ LZ17`L$ 0$ %001 %0 00'LZ171L$ 0$ OL17$ 916`L$ 0$ %001 0/0 00'916`L$ 0$ 0$ 998`Zl$ 0$ %001 %0 00'998`ZI$ 0$ 009$ LZZ`L$ 0$ %001 %0 00'LZZ`L$ 0$ 0£L$ Z617`8$ 0$ 010001 0/00 00'Z6V8$ 0$ 0$ LZ6`£1$ 0$ 0/001 %0 00'LZ6`£I$ 0$ 011$ L98`L$ 0$ %OOT %0 00'L98`L$ 0$ 0£9$ 017Z`L$ 0$ OGOOI %0 00'OPZ`L$ 0$ OZ9$ L61`L$ 0$ %001 %0 00'L61`L$ 0$ 009$ 90£`6$ 0$ %001 %0 00'90£`6$ 0$ 019$ 99£`L$ 0$ %001 0100 00'99£`L$ 0$ OZL$ Z617`8$ 0$ %001 0/00 00'Z617`8$ 66$ 099$ Z6L`9$ 861`1$ %98 01091 00'066`L$ 0$ 0£9$ L8L`L$ 0$ %001 %0 00'L8L`L$ 0$ 0$ Z£Z`£I$ 0$ %001 0100 007£Z`£I$ 0$ 069$ ZL9`L$ 0$ %OOI %0 00'ZL9`L$ 0$ 019$ 00£`L$ 0$ 010001 %0 00'00£`L$ 0$ 0$ 0$ ZL9`£i$ %0 %OOT 00'ZL9`£I$ 0$ 0$ 0$ L99`11$ %0 010001 00'L99`II$ 0$ 0$ 08$ L88`L$ %1 %66 00'L96`L$ 0$ 0$ 99Z`171$ 09L$ %96 0109 00'900`91$ 0$ 069$ ZL9`L$ 0$ %001 0100 00'ZL9`L$ 0$ 089$ 08L`L$ 0$ %OOT 0100 00'08L`L$ 0£L$ 0£L$ 0$ 0617`8$ %0 %001 00'0617`8$ 099$ 099$ 0$ LO£`L$ 0100 %00I 00'LO£`L$ OZ9$ OZ9$ 0$ LIZ`L$ %0 010001 00'LTZ`L$ 861$ 099$ 19VL$ 1791`£$ 01oOL %0£ 00'919`01$ 0$ 089$ ZOI `L$ 0$ %001 %0 00'ZOI `L$ 0$ 0$ OL17`9I$ 0$ 010001 %0 00'OL17`91$ OPL$ 017L$ 0$ 98L`L$ 0100 010001 00'98L`L$ 099$ 099$ 0$ ZOI`L$ %0 %001 00'ZOI`L$ £OL$ OIL$ 69$ £L8`9$ %1 %66 00'Z176`9$ i£$ 0£9$ 8Z9`9$ 617£$ %96 0169 00'LL6`9$ 0$ 06£$ L68`8$ 0$ %001 0100 00'L68`8$ 0$ 099$ L6Z`9$ 0$ 010001 0100 00'L6Z`9$ O�?MUVApy a3?MMApy spuEldfl sPUBIO .L spueldfl spuElap!l lung ION xu,l, XU 3o Ad 30 WON 1ua-d 0/0 0/0 aApaa33d spuulap!,L -iiouiy Iunuuy oluuoiuodoid alEuonuodoid (iEas IS I) *spuuld fl puu spuElaprs uaaMlaq a3Eluunpy xu 1, puu sluag 3o uopngt.nsiQ R 09 69 89 LS 99 99 179 £9 Z9 19 09 617 817 Lb 917 917 1717 £17 Z17 I17 017 6£ 8£ L£ 9£ 9£ 17£ ££ Z£ I£ 0£ 6Z 8Z LZ 9Z 9Z 17Z £Z slo-I ioualul Distribution of Rents and Tax Advantage between Tidelands and Uplands* *Effective Net Rents consider tax advantage. Discount rate for present value of annual advantage is 6%. Rate for amortization of advantage is 7%. Rent and advantage Figures are from 10/8/93 appraisal. Lots 3, 7, and 21 have been adjusted for new contract rent real estate taxes. Beacon Bay 6/6/94 - Page 3 Exhibit e (1st year) Proportionate Annual Amort. Effective % Lot No. Net Rent Tidelands Interior Lots - continued Uplands 61 $8,482.00 0% ES 3 $10,325.00 100% ES 4 $6,322.00 100% ES 5 $11,415.00 85% ES 6 $6,310.00 0% ES 7 $6,057.00 0% ES 8 $6,455.00 0% Interior Lots $0 $0 Subtotal: $397,807.00 $6,310 Add Waterfront: $705,220.00 100% Grand Total: $1,103,027.00 $650 % of Total: 100%0 $0 *Effective Net Rents consider tax advantage. Discount rate for present value of annual advantage is 6%. Rate for amortization of advantage is 7%. Rent and advantage Figures are from 10/8/93 appraisal. Lots 3, 7, and 21 have been adjusted for new contract rent real estate taxes. Beacon Bay 6/6/94 - Page 3 Exhibit e Proportionate Proportionate Annual Amort. Tidelands % Rent Rent of PV of Tax Tax Uplands Tidelands Uplands Advantage Advantage 100% $0 $8,482 $720 $0 0% $10,325 $0 $320 $320 0% $6,322 $0 $500 $500 15% $9,703 $1,712 $0 $0 100% $0 $6,310 $500 $0 100% $0 $6,057 $650 $0 100% $0 $6,455 $410 $0 $109,592 $288,215 $19,930 $5,251 $500,848 $204,372 $34,710 $24,984 $610,440 $492,587 $54,640 $30,235 55% 45% 100% 55% *Effective Net Rents consider tax advantage. Discount rate for present value of annual advantage is 6%. Rate for amortization of advantage is 7%. Rent and advantage Figures are from 10/8/93 appraisal. Lots 3, 7, and 21 have been adjusted for new contract rent real estate taxes. Beacon Bay 6/6/94 - Page 3 Exhibit e RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City Manager's Office City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92663 MEMORANDUM OF LEASE m ,ig n oaf ?B €5. to 1 � i f is a sa07—DEC— 1 3 '919/1 �Y -L 1 v i Lj ji�i_:jtf:+ii {�.G ?vim...<„ f• t �•.1 •forn;- iJi V!•7fi�C Li/11iit]7 L]J�.liJi ill•7 Lee A. Brian h; C-0, +11, Rec-orlc{ pa -m 1 of 1i Fees: I' Tax: $ 0 rn .VV This MEMORANDUM OF LEASE is entered into as of the / day of June 1994, by and between THE CITY OF NEWPORT BEACH, a chartered municipal corporation ("Lessor"), and i 4 wf)Q'J C� p r k I �, c7, I r � yV, I Y0 s ("Lessee"), to witness that yV I l 1 X VV, 4 . l C. , N� 1 h,1� i it U'j % a G Less r and Lessee executed'a lease dated �— A %., v v ►, 19 ; a memorandum of which was recorded on I ' ,I � , 19�, as Instrument No. �� B i f;.7c in the Official Records of Orange County. By said lease, the Real Property described below was leased to Lessee until July 1, 2006. The parties agree to terminate said lease as of the Commencement Date set forth below, and to discharge and release each other from all obligations under said lease as of said date (other than delinquent rent or other charges, if any, owed by Lessee pursuant to said lease as of the termination). Lessor hereby leases to Lessee, commencing on July 1, 1994 (the "commencement Date"), and ending on July 1, 2044, on the terms and conditions set forth in that certain lease by and between the parties hereto executed concurrently herewith, all the terms and conditions of which are made a part hereof as though fully set forth herein, those certain premises in the City of Newport Beach, County of Orange, State of California (the "Real Property"), described as follows: Lot 54 as shown on the map filed in Book 9, Pages 42 and 43 of Record of Surveys, in the Office of the County Recorder, County of Orange, State of California. IN WITNESS WH the parties have executed this Memorandum of Lease as of the date first about written. ��p� T I„yd, c � ATTEST: ,7 City Clerk W ED AST FORM: ney STATE OF CALIFORNIA COUNTY OF ORANGE LESSOR: CITY OF NEWPORT BEACH 1 B IF r Mayor LESSEE: L 0 til Wan j V E C On June �/, 1994, be,ore, a ' � k Tl w�< a Notary Public in and for said State, personally appeared mol �i �f .person Ry-known--to--rye (or proved to me on the basis of satisfactory evidence) to be the personal whose name(g) is/afe subscribed to the within instrument and acknowledged to me that he/heAhey- executed the same in his/her/theif authorized capacity0es), and that by his/herltheir- sign atur*) on the instrument the person(q, or the entity upon behalf of which the person(* acted, executed the instrument. WITNE my hand and official seal. Signature (Seal) U r#rC100887a G ORANGE COUNTY CALIFORNIA� CTATF (1G f Al IC/IGAII n COMM. EXOM Nov. 11, 1997 (j 88-1162Q RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: City Manager's Office City of Newport Beach 3300 Newport Boulevard Newport Beach, CA 92663 Attn: Kenneth J. Delino=CIM8 MEMORANDUM OF LEASE RECORDED IN OFFICIAL RECORDS OF ORANGE COUNTY. CALIFORNIA ft2i5 pM MAR 15'8 COUNTY / RECORDER THIS MEMORANDUM OF LEASE is made and entered into by and between The City of Newport Beach, a chartered municipal corporation, herein called "Lessor," and E. LINWOOD VICK TESTAMENTARY TRUST, WILLIAM V. SCHMIDT, Trustee herein called "Lessee," to witness that: Lessor hereby leases to Lessee for a term of eighteen (18) years commencing on January 1, 1988, and ending on July 1, 2006, on the terms and conditions set forth in that certain lease by and between the parties hereto dated January 1, 1988, all the terms and conditions of which lease are made a part hereof as though fully set forth herein, all those certain premises in the County of Orange, State of California. Lot 54 as shown on the map filed in Book 9, Pager -and 43 of Record of Surveys, in the office of the County Recorder, County of Orange, State of California. EXECUTED on' 45F f 19,&, Newport Beach, Orange County, Ca ifornia. ATTEST: City Clerk APPROVED AS TO FORM: LESSOR 179EL6 VO 'SIIIH puelpooM • 9Z94 xo8 'O'd • 'P^I8 ejnluOA ZLOEZ • N0IIVI00SSV AHVION 1VN011VN s,A410N leas lelol;bo pue pueq ACU SS3NlIM •11 paloaxa 1eU1 pa6palnn0u� oe pue `luawnilsul ulg3lnn aq1 of pagposgns gaweu asognn (s)uosiad aq1 aq o1 aouapina Ajoloe}s1les to slseq aq1 uo aw o1 panoad ❑ aW of unnouN AIleuosaad CX ZZL OLLL sa�� 'tz Nva sa�Nixa u�woa 6yy VINIjoin vo - onand AnvLON SN(SH:) 3NNAMJ 3S IVIDI3.30 M I gpzUIuDS 'n u'PTTTTM paaeadde AIleumad `ollgnd ARION pau6lsaapun aq1 `aw aaolaq ` 8 861 J'en qa3 10 Aep446 Z a141 S1141 up 10 A1unoo 'SS 'ezu.z0_JTZ_e3 10""S 6861 'S 'AV *3 W!SRWW03 dye ., • •„ ALNn003JN"o •81e1S Wes 101 pue l a Ignd AInON N1 30idj01Vd10NIMd VIN'2iO�.d/11V0.0118nd A2IV10N N3 7iVd 'I AH1080(03 C i. 1V3S IVl-tdd0 + eo � 'Leas Le LoLSJ0 pue pueq kw SS3NlIM -owes aqq pa4noaxa fi0ua6e LegUawuaan06 Bons 4eg4 aw 04 pa6paLMouI3e Pup `fi0ua6e Le4uawuaano6 NPs -SO JLegaq uo ;uawnagsUL uLgjLM aq4 pagnoaxa oqm suosaad aqq aq o4 aw o4 uMoul pue goeaq 4aodMaN 4o fi413 agl. SO 1,AG LD �16WaW41 aq o,4 aw off. uMou� ` xazins Maui pue goeaq 4aodMaN jo fi4L3 aqj so AofieW aq4 aq o4 ow off. uMou) ` 'xr xoo 'o ISHor paaeadde fiLLeuosaad `04e4S pLes ,AOJ pue UL OLLgnd fiae40N e paU6 Lsaapun aqq aw ajolaq 8g6T aeai aq4 UL ` HDTVN SO hep ups s Lq4 up OIZ91170e s5 a6ueap A AINnW 'VIN80JI1V0 10 31VIS ",l AGREEMENT TO LEASE THIS AGREEMENT TO LEASE, made and entered into on the %c dav of ru ; 19811 by and between the CITY OF NEWPORT BEACH, a chartered municipal corporation, hereinafter "City," E. LINWOOD VICK TESTAMENTARY TRUST and WI LIAML V. SCHMIDT, Trustee hereinafter "Sublessee." "n/ -rmr r r A. City holds title to and is the owner of certain harbor frontage and tidelands, together with certain uplands abutting thereon known as Beacon Bay and more particularly described in Exhibit "1" attached hereto and made a part hereof by this reference. B. Carroll B. Beek, Barton Beek, Joseph Allan Beek, Jr., and Seymour Beek jointly hold a Master Lease to said proper- ty dated January 9, 1950, which Master Lease expires on December 31, 1987. C. The "Westerly Portion" of the Beacon Bay property has been divided into individual lots and subleased for residential purposes. D. All of said subleases expire on the same date as the Master Lease, to wit: December 31, 1987. E. City believes it to be in the best interest and welfare of City: (1) that the portion of Beacon Bay which is constitute tidelands as authorized by Chapter 74, Statutes of 1978. G. It is further the judgment of City that in entering into this Agreement to Lease in the future, City is acting pur- suant to its proprietary powers. NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS AND THE MUTUAL COVENANTS set forth below, City and Sub- lessee hereby agree as follows: 1. City hereby agrees to lease to Sublessee and Sub- lessee hereby agrees to lease from City the real property described in Exhibit "2" attached hereto and by this reference made a part hereof (hereinafter the "Leased Land") pursuant to a lease substantially in the form of Lease which is attached hereto marked Exhibit "C" and by this reference made a part hereof, and under the terms and conditions as set forth below. 2. In consideration of City's agreement to lease to Sublessee hereunder, Sublessee agrees to pay to City on the lst day of each month following the date of this Agreement and on the lst day of each month thereafter through the lst day of December, 1987, a sum determined by subtracting from the fair market rental value of 03, 3 y-ef• Par (annualized) on July 1, 1981 (the "Effective Date"), the payments made by Sublessee under a sublease on the Leased Land to the Master Lessee of Beacon Bay described in Paragraph A of the Recitals above. 4. Should any Sublessee not execute this Agreement on or prior to the Effective Date, but execute this Agreement after Effective Date and prior to December 31, 1987, the rental sum to be used in paragraph 2 hereof and the Base Rental under Paragraph 3 of the Lease, Exhibit "C" attached hereto, shall be the total of the fair market rental value of the land as established by the Appraisal Report prepared by George Hamilton Jones, M.A.I., dated November 5, 1980, plus an amount equal to the L.A. - Long Beach Consumer Price Index (C.P.I.) increase, from July 1, 1981 to the date of execution, or 1% per month increase from July 1, 1981, whichever is greater, plus an amount equal to the increase in rental value change due to the reduced lease advantage, as of the date of execution, as set forth in the effective rental value change sheet attached hereto as Exhibit "D", said total rental rate shall be referred to as Adjusted Base Rental. The different Adjusted Base Rental provided for in this paragraph is imposed unilaterally by the City out of what is deemed to be fair and equitable to those Sublessees who choose to enter into this Agreement on its Effective Date. Said difference in Adjusted Base Rentals is in no manner to be considered a penalty but moreover a procedure developed solely by City to provide the incentive to enter into this Agreement of Lease at the earliest date possible. Commencing January 1, 1988 City is under no obligation to enter into this Agreement or a Lease in the form of Exhibit "C" attached hereto with any sublessee who has not executed this Agreement and shall be free to deal with respect to the lease of any unleased portions of Beacon Bay on any terms and NV \ Section 4 of the Lease Exhibit "C" attached hereto, shall determine the amounts to be paid by assignee to City, and further provided that the assignee execute an acceptance of the assignment and an agreement to be bound by all the terms of this Agreement and to make the payments provided for hereunder which Assignment and acceptance shall be delivered to and accepted by City. Upon such assignment and acceptance, Sublessee shall be released of any further obligation and liabilities under this Agreement to Lease. 6. The parties agree to execute the Lease, Exhibit "C" hereto, during the month of December, 1987 and concurrently therewith to execute and record a short form memorandum thereof. 7. Time and each of the terms, covenants and conditions hereof are expressly made the essence of this Agreement. If Sublessee shall fail to comply with any of the terms, covenants or conditions of this Agreement, including making the payments provided for herein at the time and in the amount herein required, and shall fail to remedy such default within sixty (60) days and thereafter diligently prosecute the same to completion, or if a Sublessee shall abandon or vacate the Leased Land, City may, at its option and without further demand, terminate this Agreement. Upon service by City on Sublessee of Notice of Termination of this Agreement to Lease, notice being given in the same manner as provided in paragraph 19 of the Lease appended hereto as Exhibit "C" this Agreement to Lease shall be terminated as to Sublessee and City's obligation to enter into the Lease appended hereto as Exhibit "C" is likewise terminated and City is under no obligation whatsoever to enter into said Lease with Sublessee. In addition to termination of this Agreement to Lease, City may recover from Sublessee all damages incurred by 4 City by reason of said breach, including, without limitation, any payments due and owing from Sublessee to City and any other costs due and owing from Sublessee to City at the date of termination of this Agreement to Lease. Should either City or Sublessee be required to employ counsel to enforce the terms, conditions and covenants of this Agreement to Lease, the prevailing party shall recover all reasonable attorney's fees (and court costs if applicable) incurred therein whether or not court proceedings were commenced. 8. Sublessee agrees that he will hold and save City, its officers, agents and employees harmless from any and all claims or demands of any kind or nature whatsoever arising out of, or incident to, the use and occupancy of the Leased Land, and to indemnify City for any cost, liability or expense caused by or arising out of any injury or death of persons or damage to property which may occur upon or about the Leased Land or caused by or arising out of any activities or omission of Sublessee, his agents, employees, licensees, and/or invitees, including, without limitation, injury or death of Sublessee, his agents, employees, licensees and invitees and damage to his property or Sublessee's property; except for any damage or injury of any kind arising out of the negligence of City, its agents or employees. 9. Each and every covenant, condition and agreement hereof, in accordance with the context, shall inure to the benefit of City and apply to and bind Sublessee, their respective heirs, legatees, devisees, executors, administrators, successors, assigns, licensees, permittees, or any person who may come into possession or occupancy of the Leased Land, or any part thereof in any manner whatsoever. 5 IN WITNESS WHEREOF, the parties have caused this Agree- ment to Lease to be executed on the date first above written. ATTEST: City Clerk APPROVED AS TO FORM: i ity Attorney 5-4-81 D CITY OF NEWPORT BEACH By yor Sublessee E. LINWOOD VICK TESTAMENTARY TRUST WILLIAM V. SCHMIDT Trustee EXHIBIT "C" T V T C 11 THIS LEASE, made and entered into on the lst day of January, 1988, by and between the CITY OF NEWPORT BEACH, a chart- ered municipal corporatio , hereinafter "Lessor", and W" r' L.L. f 1 rl V, r 64I'ln F-= h e r e i n - after "Lessee." RECITALS A. Lessor holds title to and is the owner of certain harbor frontage and tidelands, together with certain uplands abutting thereon known as Beacon Bay and more particularly described in Exhibit "1" attached hereto and made a part hereof by this reference. B. Carroll B. Beek, Barton Beek, Joseph Allan Beek, Jr., and Seymour Beek jointly hold a Master Lease to said proper- ty, dated January 9, 1950, which Master Lease expires on December 31, 1987. C. The "Westerly Portion" of the Beacon Bay property has been divided into individual lots and subleased for residen- tial purposes. D. All of said subleases expire on the same date as the Master Lease, to wit: December 31, 1987. E. Lessor believes it to be in the best interest and welfare of said Lessor (1) that the portion of Beacon Bay which is currently leased for residential purposes remain residential in character, and (2) to enter into new subleases with the sub - 1 I lessees under the terms, conditions and for the consideration as hereinafter set forth. F. It is the judgment of Lessor that the leasing of the property hereinafter described is consistent with the trust purposes imposed upon such portions of the leased lands which may constitute tidelands as authorized by Chapter 74, Statutes of 1978. G. It is further the judgment of City that in entering into this Lease in the future, City is acting pursuant to its proprietary powers. NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING RECITALS AND THE MUTUAL COVENANTS set forth below, Lessor and Lessee hereby agree as follows: 1. DESCRIPTION OF LEASED PREMISES. Lessor hereby leases, and Lessee hereby accepts this lease of the real property described in Exhibit "2" attached hereto and made a part hereof by this reference under the terms and conditions as set forth below (hereinafter the "Leased Land"). 2. TERM. Unless terminated sooner as provided herein, the term of this Lease is for a period commencing on the lst day of January, 1988, and ending on the lst day of July 2006. 3. BASE RENTAL. As base rental, Lessee agrees to pay .1 (( to Lessor the sum of ! wo �UKARfl8seueL=/ POOLLARS, ($ a %,9.t7 ) per month, payable on the lst day of each month so long as this Lease remains in effect subject to a base rental adjustment, as provided in paragraph 4 below. Said rental payment is deemed to be the fair market rental value of the Leased Land as an improved subdivision lot. 4. SALE, ASSIGNMENT, SUBLEASE Lessee may sell, assign, exchange, convey or sublease his leasehold interest or encumber such -interest without a prior written consent of Lessor; provided, however, that the Lessee, proposed transferee, assignee or encumbrancer shall: 2 (a) Furnish Lessor with an executed copy of such assignment, Trust Deed, or other document used to effect such transfer; (b) Furnish to Lessor the express agreement of the proposed transferee or encumbrance assuming, and agreeing to per- form, all of the obligations under this Lease; (c) Pay to Lessor a transfer fee of $50.00; and (d) Pay to Lessor the adjusted base rental which shall be the greater of the following: 3 above, or (i) The base rental as set forth in paragraph (ii) An amount, equal to two and one half percent (2 1/2%) of the actual sales value of the leasehold estate, including the improvements thereon, divided by twelve (12) and payable monthly. The actual sales value shall be the total value of the transfer, as established by the Assessor of Orange County or verified by Lessor. The parties to said transaction shall furnish Lessor with any information regarding the transaction as Lessor may deem necessary to verify the total value of the transaction. If said transfer transaction cannot be verified by normal and accepted methods of verification, Lessor, at its sole discretion, may cause the leasehold estate and improvements thereon to be appraised to establish the fair market value of the property, which value shall be deemed the actual sales value thereof_, as of the date of transfer, and establish thereby the adjusted base rental. The adjusted base rental shall become effective on the date of transfer. The provisions of this subparagraph shall not cause an adjustment of rentals if: (a) Lessee is assigning his interest in this Lease to a Trustee under a Deed of Trust for the benefit of the lender as provided in paragraph 5, below; or 3 (b) The transfer is caused by the death of a spouse and the full interest of the deceased spouse is transferred to the surviving spouse. 5. ENCUMBRANCES. If Lessee assigns his interest in this Lease to a Trustee under a Deed of Trust (hereinafter called "Trust Deed") for the benefit of the lender hereinafter called "Encumbrancer"), such encumbrance shall be upon and subject to the following covenants and conditions: (a) Said Trust Deed and all rights acquired there- under shall be subject to each and all of the covenants, condit- ions and restrictions set forth in this Lease and to all rights and interest of the Lessor -hereunder, except as herein otherwise provided. (b) In the event of any conflict between the pro- visions of this Lease and the provisions of any such Trust Deed, the provisions of this Lease shall control. (c) Any Encumbrancer which is an established bank, savings and loan association or insurance company, and is the purchaser at a foreclosure sale, or is an assignee under an assignment in lieu of foreclosure shall be liable to perform the obligations of the Lessee under the Lease only so long as such Encumbrancer holds title to the leasehold. (d) Lessee shall furnish to Lessor a complete copy of the Trust Deed and Note secured thereby, together with the name and the address of the holder thereof. (e) Upon and immediately after the recording of the Trust Deed, Lessee, at Lessee's expense, shall cause to be recorded in the office of the Recorder of Orange County, California, a written request executed and acknowledged by Lessor for a copy of any notice of default and of any notice of sale under the Trust Deed as provided by the statutes of the State of California relating thereto. 4 (f) Lessor agrees that it will not terminate this Lease because of any default or breach hereunder on the part of Lessee if the Encumbrancer under such Trust Deed, within ninety (90) days after service of written notice on the Encumbrancer by Lessor of its intention to terminate this Lease for such default or breach, shall: (i) Cure such default or breach if the same can be cured by the payment or expenditure of money provided to be paid under the terms of this Lease; provided, however, that for the purpose of the foregoing, Encumbrancer shall not be required to pay money to cure the bankruptcy or insolvency of Lessee or to satisfy Lessee's obligations under Paragraph 12 hereof, "Indemnification", or (ii) If such default or breach is not so curable, cause the Trustee under the Trust Deed to commence and thereafter to diligently pursue to completion steps and proceed- ings for judicial foreclosure, the exercise of the power of sale under and pursuant to the Trust Deed in the manner provided by law, or accept from the Lessee an assignment in lieu of foreclo- sure; and (iii) Keep and perform all of the covenants and conditions of this Lease requiring the payment or expenditure of money by Lessee until such time as said leasehold shall be sold upon foreclosure pursuant to the Trust Deed, be released or reconveyed thereunder, sold upon judicial foreclosure or transferred by Deed in lieu of foreclosure; provided, however, if the holder of the Trust Deed shall fail or refuse to comply with any and all of the conditions of this paragraph, then and thereupon Lessor shall be released from the covenant of forebear- ance herein contained. 6. USE. The Leased Land shall be used solely for resi- dential purposes and any appurtenant uses associated therewith. Lessee agrees to comply with all laws, regulations and ordinances 5 of Lessor, the County and State affecting the Leased Land and any improvements located thereon. 7. TAXES AND UTILITIES. It is understood by Lessor and Lessee that this Lease may give rise to a possessory interest tax obligation. Lessee shall pay before delinquent all utility charges and any general and special taxes, assessments or other governmental charges, if any, which may be levied on the Leased Land, including any improvements located thereon or associated therewith, or any possessory interest therein arising out of or based upon the leasehold interest throughout the term hereof. Satisfactory evidence of such payments shall be made available to Lessor upon demand. Any lien for unpaid utilities, taxes, assessments or charges shall not attach to the leasehold interest but only to improvements located thereon. 8. USE AND MAINTENANCE OF COMMON AREA. Lessee shall have the right to use the streets, beaches, walkways, tennis courts, docks, piers, and common landscaped areas in Beacon Bay which shall be leased to the Beacon Bay Community Association by the City, in consideration of the maintenance thereof by such Association and fair market value rent to be paid by individual Lessees. Lessor shall not be obligated to make any repairs, alterations or improvements in or to, or upon or adjoining the Leased Land or any structure or other improvement that may be constructed or installed therein, but Lessee shall, at all times during the terms of this Lease and at its sole cost and expense, keep and maintain all buildings, structures and other improvements on the Leased Land in good order and repair, and the whole of the Leased Land and all improvements thereto free of weeds and rubbish, and in a clean, sanitary and neat condition. 9. COMMUNITY ASSOCIATION. Lessee agrees to be- come and during the term of this Lease remain a member in good standing of the Beacon Bay Community Association, and M to abide by the Articles of Incorporation, Bylaws and rules and regulations of said Association, now or hereafter existing, and to pay to said Association before delinquency all dues, fees, assessments and other charges from time to time duly levied or assessed in furtherance of the Association's community purpose. 10. COVENANTS, CONDITIONS AND RESTRICTIONS. Lessee agrees to abide and be bound by all covenants, conditions, restrictions and reservations as contained in Exhibit 113" attach- ed hereto and made a part hereof by this reference. Said cove- nants, conditions and restrictions shall run with the Leased Land and shall be binding on Lessee and Lessee's successors in interest. 11. INDEMNIFICATION. Lessee agrees that he will hold and save Lessor, its officers, agents and employees harmless from any and all claims or demands of any kind or nature whatsoever arising out of, or incident to, the use and occupancy of the Leased Land, and to indemnify Lessor for any cost, liability or expense caused by or arising out of any injury or death of persons or damage to property which may occur upon or about the Leased Land or caused by or arising out of any activities or omission of Lessee, his agents, employees, licensees, and/ or invitees, including, without limitation, injury or death of Lessee, his agents, employees, licensees and invitees and damage to his property or Lessee's property; except for any damage or injury of any kind arising out of the negligence of Lessor, its agents or employees. 12. NON-COMPLIANCE AND TERMINATION OF LEASE Time and each of the terms, covenants and condi- tions hereof are expressly made the essence of this Lease. If Lessee shall fail to comply with any of the terms, covenants or conditions of this Lease, including the pay- ment of rental herein reserved, at the time and in the amount herein required, and shall fail to remedy such default within 7 sixty (60) days and thereafter comply with each and every term of this Lease, or if a Lessee shall abandon or vacate the Leased Land, Lessor may, at its option, and without further notice or demand, terminate this Lease and enter upon the Leased Land and take possession thereof, and remove any and all persons therefrom with or without process of law. Lessor may elect to terminate this Lease for any event of default or breach hereof or of the covenants, conditions and restrictions contained in Exhibit "3". Should Lessor elect to terminate, it may recover from Lessee all damages incurred by Lessor by reason of such breach, including, without limitation, the cost of recovering the Leased Land, and the worth at the time of such termination of the excess, if any, of the amount of unpaid rent and unpaid charges reserved under this Lease over the amount of the rental loss which Lessee proves could be reasonably avoided, for the remainder of the term of this Lease. Such amount shall be immediately due and payable from Lessee to Lessor, together with interest at the rate of 10% per annum from the date owing until paid. The remedies of Lessor specified herein are in addition to and cumulative of any remedies provided Lessor by statute, including the remedies provided in California Civil Code Sections 1951.2, et seq. 13. SURRENDER OF POSSESSION UPON EXPIRATION OR TERMINATION Upon the expiration or termination of this Lease, Lessee agrees to peaceably deliver possession of the Leased Land to Lessor and unconditionally agrees to vacate the Leased Land without contest, legal or otherwise. Lessee further expressly agrees to waive any and all legal rights it may have to contest vacating the Leased Land and further agrees to release Lessor from any and all claims it may have of whatever nature. Lessee further agrees to waive any relocation assistance or any other assistance from Lessor resulting from vacating the Leased Land. Lessee shall have the right prior to and for a period of ninety (90) days after the expiration of this Lease to remove any build- ings or improvements appurtenant thereto from the Leased Land, except that all streets, walkways, common area landscaping, docks, piers and any other installation constructed or installed in the common areas, shall be the property of Lessor. 14. EMINENT DOMAIN A. Definition of Terms. The term "total taking" as used in this paragraph means the taking of the entire Leased Land under the power of eminent domain or the taking of so much of said Land as to prevent or substantially impair the use there- of by Lessee for the uses and purposes hereinabove provided. The term "partial taking" means the taking of a portion only of the Leased Land which does not constitute a total taking as defined above. The term "taking" shall include a voluntary conveyance by Lessor to an agency, authority or public utility under threat of a taking under the power of eminent domain in lieu of formal proceedings. The term "date of taking" shall be the date upon which title to the Leased Land or portion thereof passes to and vests in the condemnor. The term "Leased Land" means the real property belonging to Lessor, together with any and all improvemens placed thereon by Lessor or to which Lessor has gained title. B. Effect of Taking. If durng the term hereof there shall be a total taking or partial taking under the power of eminent domain, then the leasehold estate of the Lessee in and to the Leased Land or the portion thereof taken shall cease and terminate, as of the date of taking of said Land. If this Lease is so terminated in whole or in part, all rentals and other charges payable by Lessee to Lessor hereunder and attributable to the Leased Land or portion thereof taken shall be paid by Lessee up to the date of taking by the condemnor, and the parties shall thereupon be released from all further liability in relation thereto. E C. Allocation of Award - Total Taking. All compensation and damages awarded for the total taking of the Leased Land and Lessee's leasehold interest therein shall be allocated as follows: (a) The Lessor shall be entitled to an amount equal to the sum of the following: (i) The fair market value of the Leased Land as improved (exclusive of the dwelling and appurtenances to such dwelling) as of the date of taking, discounted by multiply- ing such fair market value by the factor for the present worth of $1.00 at per annum compound interest for the number of years remaining from the date of taking to the date of the expiration of the term of this Lease, and (ii) The present worth of rents due dur- ing the period from the date of taking to the date of the expira- tion of the term of this Lease, computed by multiplying the annual rent then payable by the factor for the present worth of $1.00 per annum at Al. % per annum compound interest (Inwood Coefficient) for the number of years in such period. (b) The Lessee shall be entitled to the amount remaining of the total award after deducting therefrom the sums to be paid to Lessor as hereinabove provided. D. Allocation of Award - Partial Taking All com- pensation and damages awarded for the taking of a portion of the Leased Land shall be allocated and divided as follows: (a) The Lessor shall be entitled to an amount equal to the sum of the following: (i) The proportionate reduction of the fair market value of the Leased Land as improved (exclusive of the dwelling and appurtenances to such dwelling) as of the date of taking, discounted by multiplying such proportionate reduction in fair market value by the factor for the present worth of $1.00 at --?—$ per annum compound interest for the number of years re- maining from the date of taking to the date of the expiration of the term of this Lease; and 10 (ii) The present worth of the amount by which the rent is reduced computed by multiplying the amount by which the annual rent is reduced by the factor for the present worth of $1.00 per annum at /,Z—% per annum compound interest (Inwood Coefficient) for the number of years remaining from the date of taking to the date of expiration of the term of this Lease. (b) The Lessee shall be entitled to the amount remaining of the total award after deducting therefrom the sums to be paid to Lessor as hereinabove provided. E. Reduction of Rent on Partial Taking. In the event of a partial taking, the rent payable by Lessee hereunder shall be adjusted from the date of taking or to the date of the expiration of the term of this Lease. Such rental adjustment will be made by reducing the basic rental payable by Lessee in the ratio that the fair market rental value of the Leased Land at the date of taking bears to the fair market value of the Leased Land immediately thereafter. 15. ATTORNEYS' FEES Should either Lessor or Lessee be required to employ counsel to enforce the terms, conditions and covenants of this Lease Agreement, the prevailing party shall recover all reasonable attorneys' fees (and court fees if applic- able) incurred therein, whether or not court proceedings were commenced. 16. REMEDIES CUMULATIVE. The rights, powers, elections and remedies of the Lessor contained in this Lease shall be construed as cumulative and no one of them shall be considered exclusive of the other or exclusive of any rights or remedies allowed by law, and the exercise of one or more rights, powers, elections or remedies shall not impair or be deemed a waiver of Lessor's right to exercise any other. 17. NO WAIVER. No delay or omission of the Lessor to exercise any right or power arising from any omission, neglect or default of the Lessee shall impair any such right or power or shall be construed as a waiver of any such omission, neglect or 11 default on the part of the Lessor or any acquiescence therein. No waiver of any breach of any of the terms, cove- nants, agreements, restrictions or conditions of this Lease shall be construed as a waiver of any succeeding breach of the same or of any of the terms, covenants, agreements, restrictions or conditions of this Lease. 18. COMPLIANCE WITH LAWS. Lessee covenants and agrees to comply with all rules, regulations, statutes, ordinances and laws of the State of California, County of Orange, City of Newport Beach, or any other governmental body or agency having lawful jurisdiction over the Leased Land. 19. NOTICES. It is mutually agreed that any notice or notices provided for by this Lease or by law, to be given or served by Lessee, may be given or served by mail, registered or certified, with postage prepaid, on the City of Newport Beach addressed to the Mayor, City Manager, or City Clerk, 3300 Newport Blvd., Newport Beach, California 92663, or at such other address as may be hereafter furnished to Lessee in writing. If notice is intended to be served by Lessor on Lessee, it may be served either: personally, or A. By delivering a copy to the Lessee B. If he be absent from the Leased Land by leaving a copy with some person of suitable age and discretion who may be occupying the Leased Land, or C. If no one can be found, then by affixing a copy of the notice in a conspicuous place on the property or also sending a copy through the mail addressed to the Lessee. Such service upon Lessor or Lessee shall be deemed complete at the expiration of forty-eight (48) hours from and after the deposit in the United States mail of such notice, demand or communication. 20. HOLDING OVER. This Lease shall terminate and be- come null and void without further notice upon the expiration of said term. Any holding over shall not constitute a renewal here - 12 i9 of, but the tenancy shall thereafter be on a month-to-month basis and otherwise on the same terms and conditions as herein set forth. 21. MISCELLANEOUS Inurement. Each and all of the covenants, condi- tions and agreements herein contained shall, in accordance with the context, inure to the benefit of Lessor and apply to and bind Lessee, his respective heirs, legatees, devisees, executors, ad- ministrators, successors, assigns, licensees, permittees, or any person who may come into possession or occupancy of said Leased Land or any part thereof in any manner whatsoever. Nothing in this paragraph shall in any way alter the provisions herein con- tained against assignment or subletting. IN WITNESS WHEREOF, the parties have caused this Lease to be executed on the date first above written. ATTEST: WANDA E. RAOui® City Clerk APPROVED AS TO FORM: 4, A� / City Attorney 13 4-21-81 CITY OF NEWPORT BEACH B ' Mayor r Legsee r V, Lessee EXHIBIT "1" LEGAL DESCRIPTION OF BEACON BAY A parcel of land situated in the Northwest quarter of Section 35, Township 6 South, Range 10 West, S. B. B. & M., Orange County, California, more particularly described as follows, to wit: Beginning at the United States Bulkhead Station No. 200, as shown upon a map entitled "Harbor Lines, Newport Bay Harbor, California," approved May 2, 1936, by the Secretary of War and on file in the office of the United States District Engineer at Los Angeles, California; running thence West along the United States Bulkhead line 147.50 feet to United States Station No. 137; thence North 39048' West along said Bulkhead line 535.53 feet; thence North 23057'30" East 126.34 feet to an angle point in the ordinary high tide line of the Pacific Ocean in Newport Bay, as described in Court Case No. 24026 of the Superior Court of the State of California, in and for the County of Orange; thence South 39048' East along said ordinary high tide line 334.47 feet to the most Westerly corner of that certain parcel of land conveyed to the City of Newport Beach by The Irvine Company, as described in deed recorded September 25, 1929, in Book 306, page 375 of Official Records of Orange County, California; thence North 23057'30" East along the Northwesterly line of said parcel of land 317.57 feet; thence South 71054' East along the Northerly line of said parcel of land 290.24 feet; thence South 85043' East along the Northerly line of said parcel of land, said Northerly line being the Southerly line of Bayside Drive, 606.01 feet; thence South 424.71 feet to a point in the United States Government Bulkhead Line between United States Stations Nos. 101 and 200; thence West along said Bulkhead line 784.25 feet to the point of beginning; containing approximately twelve (12) acres. Said parcel of land is shown on Attachment 2 for identification purposes only and is not to be a part of this document. L Op,, , .•1 , . - H1�OS ,(!y`/7Vit I d ,F— Q N { I Il• 1 ,il -,�;' Ili •: :i�l ! �---'��="�j � 1 [1, j i,l I M o� l I h ) f 0 J.01 OVOIY /11,VA ` I I ��� Ir 1 ! 1 1 11 � r, � ! v.• 1 ' `� 1 t .� 6.i r, I(` .n � 1 I N i -+ I t ! , IL 10 (�AoaJa3it roi) 1 4 O I d j Q N { I Il• l I r I [1, j i,l I M o� l I h ) h ` I I ��� t 1 ! 1 1 i ro • ..I ' d- t it 101 G 10-1 I 41. Q N { I Il• l I r I I ! j i,l I l •• j l I 1 ) I 1------7--7-- i I ��� � ;I���n;� ! 1 1 •' Ali �L-L-J � � { I y�•:;;1 -+ I t ! G 10-1 0 101 I 41. Q N Il• l I j1 r ...{ I 1 1 ) I 1------7--7-- i 1 co N 4z �nswaM: I t ! 0 101 m -i 1 N TJ moi' O N ro ,6 NNM •r � d• U co ,_ •.- Q N O 4-- V) U 4- al QN O N m 4- +� o O O .— 4--1 O Q1 co Cl) E Y r- - r-- -O • 00 N ca O Y CI& //01-7y j'3 X6.5 l " cv 4-) r iZ —!1 a•-) 8 J_G , tt I 41. Q N U N. Y I '----L'--t--J .c5 N M •r O 1 ) I 1------7--7-- i 1 co N 4z �nswaM: 1� j1 F, , •; QQ `_y 1 m -i 1 N TJ moi' O N ro ,6 NNM •r � d• U co ,_ •.- Q N O 4-- V) U 4- al QN O N m 4- +� o O O .— 4--1 O Q1 co Cl) E Y r- - r-- -O • 00 N ca O Y CI& //01-7y j'3 X6.5 l " cv 4-) r iZ —!1 a•-) 8 J_G , tt Q N U N. Y I '----L'--t--J .c5 N M •r O 1 ) I co N 4z �nswaM: m 'I- IS-{-----� , o I i c,Q _ t -'--- ca , rl N 2' a- Ot�C Inas----F ;. 1.07 71 lvlolj r'J UJ_yU oy,V ` � N i� / 3 0. ADA JJ I 1 1 ) I m 'I- IS-{-----� , o I i c,Q _ t -'--- ca , rl N 2' a- Ot�C Inas----F ;. 1.07 71 lvlolj r'J UJ_yU oy,V ` � N i� / 3 0. ADA JJ EXHIBIT "2" Lot 54 as shown on the map filed in Book 9, Pages 42 and 43 of Record of Surveys, in the office of the County Recorder, County of Orange, State of California. EXHIBIT "3" DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS BEACON BAY COMMUNITY ASSOCIATION Table of Contents Article Page I DEFINITIONS 2 1 - Architectural Committee 2 2 - Articles and Bylaws 2 3 - Assessments 2 4 - Association 3 5 - Association Rules 3 6 - Board 3 7 - City 3 8 - Common Expenses 3 9 - Common Area 4 10- Covered Property 4 1.1- Declarant 4 12- Exhibit 4 13- Member 4 14- Lessee 4 15- Residence 4 16- Setback 5 II MEMBERSHIP 5 1 - Membership 5 2 - Transfer 5 3 - Voting Rights 5 4 - Classes of Voting Membership 5 5 - Approval of Members 5 III COVENANT FOR MAINTENANCE ASSESSMENTS 6 1 - Creation of the Lien and Personal Obligation of Assessments 6 2 - Purpose of Assessments 6 3 - Regular Assessments 6 4 - Uniform Assessment 6 5 - Special Assessments 6 6 - No Offsets 6 7 - Reserves 7 IV NO iPAY14ENT OF ASSESSMENTS 7 - Delinquency 7 2 - Notice of Lien 8 3 - Foreclosure Sale 8 (i) 4 - Relationship with Mortgage Liens 5 - Curing of Default V ARCHITECTURAL CONTROL 1 - Appointment of Architectural Committee 2 - General Provisions 3 - Approval and Conformity of Plans 4 - Nonliability for Approval of Plans VI DUTIES AND POWERS OF THE ASSOCIATION 1 - General Duties and Powers 2 - General Duties of the Association 3 - General Powers of the Associationon 4 - Association Rules VII REPAIR AND MAINTENANCE 1 -- Repair and Maintenance by Association 2 - Repair and Maintenance by Lessee 3 - Maintenance of Public Utilities VIII USE RESTRICTIONS 1 - Commercial Use 2 - Signs 3 - Nuisance 4 - Animals 5 - California Vehicle Code IX RIGHTS OF ENJOYMENT 1 - Members' Right of Enjoyment 2 - Delegation of Use 3 Waiver of Use X GLIERAL PROVISIONS 1 - Enforcement 2 - No Waiver 3 - Cumulative Remedies 4 - Severability 5 - Covenants to Run with the Land; Term - Heading 7 - Singular Includes Plural 8 - Attorneys' Fees 9 - Notices 10- Effect of Declaration ll- Personal_ Covenant %- Nonliability of Officials 3- Subleases 1 - Amendments 8 9 9 9 9 10 10 10 10 11 11 11 12 12 12 12 12 12 13 13 13 13 13 13 14 14 14 14 15 15 15 15 15 15 16 16 16 16 17 17 17 DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS BEACON BAY COMMUNITY ASSOCIATION ORANGE COUNTY, CALIFORNIA THIS DECLARATION is made this day of by the City of Newport Beach a chartered municipal corporation. Said corporation, its successors and assigns, shall hereafter be referred to as "Declarant." R E C I T A L S A. Declarant is the fee owner of the real property described in Exhibit A to this Declaration, which shall be the Covered Property under this Declaration. This Declaration is being imposed by Declarant upon the Covered Property. B. Declarant has deemed it desirable to establish covenants, conditions and restrictions upon the Covered Property and each and every portion thereof, which will constitute a general_ scheme for the management of the Covered.Property, and for the use, occupancy and enjoyment thereof, all for the purpose of enhancing and protecting the value, desirability and attractiveness of the Covered Property and enhancing the quality of life within the Covered Property. C. It is desirable for the efficient management of the Covered Property and the preservation of the value, desirability and attractiveness of the Covered Property to delegate and assigned the powers of managing the Covered Property, maintaining and administering the Common Area and administering and enforcing these covenants, conOitiona and restrictions and collecting and disbursing funds u:� suant to the assessment and charges hereinafter create= _lnd referred to and to perform such other acts as shall generally benefit the Covered Property to the Beacon Bay Com,:-, ;,ity Assocation, a California nonprofit corno_a-ion. D. Declarant will hereafter hold title to and lease all o= =!e Covered Property subject to certain protective covenar:-.s, conditions and restrictions hereafter set forth. Beacon 72 9/20/79 Rev. 9/24/79 7 NOW, TEEREFORE,.Declarant hereby covenants, agrees and declares that all of its interest as the same may from time to time appear in the Covered Property shall be held and conveyed subject to the following covenants, conditions, restrictions and easements which are hereby declared to be for the benefit of said interests in the Covered Property, and the owners of said interests, their successors and assigns. These covenants, conditions, restrictions and easements shall run with said interests and shall be binding upon all parties having or acquiring any right or title in said interests or any part thereof, and shall inure to the benefit of each owner thereof and are imposed upon said interests and every part thereof as a servitude in favor of each and every of said interests as the dominant tenement or tenements. ARTICLE I DEFINITIONS Unless the context clearly indicates otherwise, the following terms used in this Declaration are defined as follows: Section 1. "Architectural Committee" shall mean and refer to the committee or committees provided for in the Article hereof entitled "Architectural Control". Section 2. "Articles" and "Bylaws" shall mean and refer to the Articles of Incorporation and Bylaws of the Association as the same may from time to time be duly amended. Section 3. "Assessments:" The following meanings shall be given to the Assessments hereinafter defined: "Regular Assessment" shall mean the amount which is to be paid by each Member of the Association for Common Expenses. "Special Assessment" shall mean a charge against a particular Lessee and his Residence, directly attributable to the Lessee, to reimburse the Association for costs incurr=ed in bringing the Lessee and his Residence into como_._,nce with the provisions of this Declaration, the Articles, Bylaws or Association Rules, or any other charge designated as a Special Assessment, together with attorneys' fees and other charges payable, plus interest thereon as provided for in this Declaration. Beacon Bay 9/20/7/9 2 Rev. 9/24/79 Z1� Section 4. "Association" shall mean and refer to Beacon Bay Community Assocation, a nonprofit corporation, incorporated under the laws of the State of California, its successors and assigns. Section 5. "Association Rules" shall mean rules adopted by the Association pursuant to the Article hereof entitled "Duties and Powers of the Association." Section 6. "Board" shall mean the Board of Directors of the Association. Section 7. "City" shall mean and refer to the City of Newport Beach, California, a municipal corporation of the State of California. Section 8. "Common Expenses" shall mean and refer to the actual and estimated costs of: (a) maintenance, management, operation, repair and replacement of the Common Area, and all other areas on the Covered Property which are maintained by the Association; (b) maintenance by the Association of areas within the public right-of-way of public streets in the vicinity of the Covered Property as provided in this Declaration or pursuant to agreements with the City; (c) costs of management and administration of the Association, including, but not limited to, compensation paid by the Association to managers, accountants, attorneys and employees; (d) the costs of utilities, gardening and other services which generally benefit and enhance the value and desirability of the Community Facilities; (e) the costs of fire, casualty, liability, workmen's compensation and other insurance covering the Common Area; (`=) the costs of any other insurance obtained by the Association; (7i reasonable reserves as deemed appropriate by the BoarC; (;) the costs of bonding of the members of the Board, any professional managing agent or any other person ha: dli:n_a the funds of the Association; Beacon: Bay 9/20/79 3 Rev. 9/24/79 (i) taxes paid by the Association; (j) amounts paid by the Association for discharge of any lien or encumbrance levied against the Common Area or portions thereof; - -(k) costs incurred by the Architectural Committee or other committee established by the Board; and (1) other expenses incurred by the Association for any reason whatsoever in connection with the Commo! Area, or the costs of any other item or items designated .y this Declaration, the Articles, Bylaws or Association Rules, or in furtherance of the purposes of the .Association or in the discharge of any duties or powers of the Association. Section 9. "Common Area" shall mean all streets, beaches, walkways, tennis courts, docks, piers, and common landscaped areas, including but not limited to Lots A through J inclusive as shown on Exhibit _",I". Section 10. "Covered Property" shall mean and refer to all the real property described on Exhibit "I". Section 11. "Declarant" shall mean and refer to the City of INewport Beach. Section 12. "Exhibit" shall mean and refer to those documents so designated herein and attached hereto and eac"- of such Exhibits is by this reference incorporated in IA this Declaration. Section 13. "Member" -shall mean and refer to every person or entity who qualifies for membership pursuant to the Article of this Declaration entitled "Membership." Secticn *L4.-' "Lessee" shall mean and refer to one or more persons or entities who are alone or collectively the lessee of a Residence. Sec _o:: 15. "Residence" shall mean and refer to a lot shorn on the Record of Survey Map of Beacon Bay su:,division recorded in Book 9, pages 42 and 43, Rec3res of Survey, on file in the Office of the County Rec�;r'er, Orange County, California; provided, however, "Recce-:ce" shall not include any Common Area. shall include the residential dwelling unit Fac; -Day 9/20// 4 Rev. 9/2.4/79 CM r together with garages, structures and other improvements on the same lot or parcel. Section 16. "Setback" shall mean and refer to those internal distances from the property line of each lot as shown on Exhibit "Iill. ARTICLE II MEMBERSHIP Section 1 - Membership. Every Lessee shall be a Member but there shall be only one Membership per Residence. The term and provisions set forth in this Declaration, which are binding -upon -all Lessees are not exclusive, as Lessees shall, -in addition, be subject to the terms and provisions of the Articles, Bylaws and Association Rules to the extent the provisions thereof are not in conflict with this Declaration.- Membership of Lessees shall be appurtenant to and may not be separated from the interest of such Lessee in any Residence. Ownership of a Residence shall be the sole qualification for membership; provided, however, a Member's voting rights may be regulated or suspended as provided in this Declaration, the Bylaws or the Association Rules. Section 2 - Transfer. The membership held by any Lessee shall not be transferred, pledged or alienated in any way, except that such membership shall automatically be transferred to the transferee'of the interest required for membership. Any attempt: to make a prohibited transfer is void and will not be reflected upon the books and records of the Association. The Association shall_ have the right to record the transfer upon the books of the Association without any further action or consent by the transferring Lessee. Section 3 - Voting Rights. All voting right shall be subject to the restrictions and limitations provided herei- and i'n the Articles, Bylaws and Association Rules. Section 4_- Classes of Voting Membership. The Association shall have one (1) class of voting membership. Sect -_C. -I-5 -1 o roval of Members. Unless elsewhere o`:-er::ise specifically provided in this Declaration or the E1" -ate any provision of this Declaration or the Bylaws Beacon ! 9/20/79 5 Rev. 9/24/79 which requires the vote or written assent of the voting power of the Association shall be deemed satisfied by the following: (a) The vote in person or by proxy of the specified percentage at a meeting duly called and noticed pursuant to the provisions of the Bylaws dealing with annual or special meetings of the Members. (b) Written consents signed by the specified percentage of Members as provided in the Bylaws. ARTICLE III COVENANT FOR MAINTENANCE ASSESSMENTS Section 1 - Creation of the Lien and Personal Obligation of Assessments. Each Lessee is deemed to covenant and agree to pay to the Association: Regular and Special Assessments, such Assessments to be fixed, established and collected from time to time as provided in this Declaration. The Assessments, together with interest thereon, late charges, attorneys' fees and court costs, and other costs of collection thereof, as hereinafter provided, shall be a continuing lien upon the Residence against which each such Assessment is made and shall also be the personal obligation of the Lessee of such Residence at the time when the Assessment becomes due. Notwithstanding the foregoing, the Assessment lien shall not affect the priority of any other existing liens. Section 2 - Purpose of Assessments. The Assessments levied by the Association shall be used exclusively to defray Common Expenses. Section 3 - Regular Assessments. Each year the Board shall determine the amount of the Regular Assessment to be paid by each Member. The Regular Assessment shall be due and :payable on such dates as the Board may establish. Each Member shall be sent written notice of the Regular Assessment and shall thereafter pay the Association in installments as established by the Board. Secti^n 4 - Uniform Assessment. Regular Assessments shall be fixed at an equal amount for each Residence. Section 5 - Special Assessments. Special Assessments may be levied by the Board from time to time. Beacon Bay 9/20/719 6 Rev. 9/24/79 Section 6 - No Offsets. All Assessments shall be payable in the amount specified by the Assessment and no offsets against such amount shall be permitted for any reason, including, without limitation, a claim that (i) the Association is not properly exercising its duties and powers as provided in this Declaration; or (ii) a Member has made and elects to make no use of the Common Areas. Section 7 - Reserves. The Regular Assessments may include reasonable amounts as determined by the Board collected as reserves for the future periodic maintenance, repair or replacement of all or a portion of the Common Area, or any other purpose as determined by the Board. All amounts collected as reserves, whether pursuant to this Section or otherwise, shall be deposited by the Board in a separate bank account to be held in trust for the purposes for which they are collected and are to be segregated from and not commingled with any other funds of the Association. Such reserves shall be deemed a contribution to the capital account of the Association by the Member. ARTICLE IV NONPAYMENT OF ASSESSMENTS Section 1 - Delinquency. Any assessment provided for in this Declaration which is not paid when due shall be delinquent on said date (the "delinquency date"). If any such Assessment is not paid within ten (10) days after delivery of notice of such delinquency from the Association, a late charge as established by the Board shall be levied and the Assessment shall bear interest from the delinquency date at the rate of ten percent (10%) per annum. The Association may at its option, and without waiving the right to judicially foreclose its, lien against the Residence, pursue any available remedies, including, without limitation, bringing an action at law against the Member personally obligated to pay the same, and/or upon compliance with the notice provisions set forth in the Section entitled "Notice of Lien" of this Article to fog c -lose the lien against the Residence. If action is com7menced, there shall be added to the amount of such Assessment the late charge, interest, the costs of such action, and attorneys' fees incurred in connection with suc- action; and in the event a judgment is obtained, such jud:„ent shall include said late charge, interest and a re&..-onable attorney's fee, together with the costs of action. Each Member vests in the Association, or its assigns, the right and power to bring all actions at law Beat n Bay 9/20/79 7 Rev. 9/24/79 31 or lien foreclosure against such Member or other Members for the collection of such delinquent Assessments. Section 2 —Notice of Lien. No action shall be brought to foreclose said Assessment lien or to proceed under the power of sale herein provided until thirty (30) days after the date a notice of claim of lien is deposited in the United States mail, certified or registered, postage prepaid, to the Lessee of said Residence, and a copy thereof is recorded by the Association in the office of the County Recorder of the County; said notice of claim of lien must recite a good and sufficient legal description of any such Residence, the record Lessee or reputed Lessee thereof, the amount claimed which shall include interest on the unpaid Assessment at the rate of ten percent (10%) per annum, a 7 -ate charge as established by the Board, plus reasonable attorneys' fees and expenses of collection in connection with the debt secured by said lien, and the name and address of the claimant. Section 3 - Foreclosure Sale. Said Assessment lien may be enforced by sale by the Association, its attorney or any other person authorized by the Board to make the sale after failure of the Lessee to make the payments specified in the notice of claim of lien within said thirty (30) day period. Any such sale provided for above is to be conducted in accordance with the provisions of Sections 2924, 2924b, 2924c, 2924f, 2924g and 2924h of the Civil Code of the State of California as said statutes may from time to time be amended, applicable to the exercise of powers of sale in mortgages and deeds of trust, or in any other manner_ permitted or provided by law. Upon the affirmative vote of a majority of the voting power of the Association, the Association, through its duly authorized agents, shall have the power to bid on the Residence, using Association funds, or funds borrowed for such purpose, at the sale, and to acquire and hold, lease, mortgage and convey the same. Section 4 - Relationship with Mortgage Liens. (a) The lien provided for in the Article hereof entitle? "Nonpayment of Assessments" for the payment of Assess:_r.ts shall be subordinate to the lien of any Mortc='-e which was recorded prior to the date any such Assess...,.~t becomes due. , (b) If any Residence subject to a monetary lien created ;,1,7 any provision hereof shall be subject to the lien cf a Mortgage: (1) the foreclosure of any lien creat_-.. b anything set forth in this Declaration shall Beacon -a1 9/20/79 8 Rev. 9/24/79 not operate to affect or impair the lien of such Mortgage; and (2) the foreclosure of the lien of said Mortgage, or the sale under a power of sale included in such Mortgage (such events being hereinafter referred to as "Events of Foreclosure") shall not operate to affect or impair the lien hereof, except that any persons who obtain an interest through any of the Events of Foreclosure, and the successors in interest, shall take title free of the lien hereof or any personal obligation for said charges as shall have accrued up to the time of any of the Events of Foreclosure, but subject to the lien hereof for all said charges that shall accrue subsequent to the Events of Foreclosure. Section 5 - Curing of Default. Upon the timely payment or other satisfaction of: (a) all delinquent Assessments specified in the notice of claim of lien, (b) all other Assessments which have become due and payable with respect to the Residence as to which such notice of claim of lien was recorded, and (c) interest, late charges, attorneys' fees and other costs of collection pursuant to this Declaration and the notice of claim of lien which have accrued, officers of the Association or any other persons designated by the Board are hereby authorized to file or record, as the case may be, an appropriate release of such notice, upon payment by the defaulting Lessee of a fee, to be determined by the Association, but not to exceed Fifty Dollars ($50.00) to cover the costs of preparing and filing or recording such release. ARTICLE V ARCHITECTURAL CONTROL Section 1 - Appointment of Architectural Committee. The Architectural Committee shall consist of not less than three (3) nor more than five (5) persons as fixed from time to time by resolution of the Board. The Board shall have the right to appoint the members of the Architectural Committee. Persons appointed by the Board to the Architectural Committee, however, must be Member... Section 2 - General Provisions. (a) The Architectural Committee may establish reasonable procedural rules and assess a fee in connection with r iew of plans and specifications including, without limitation., the number of sets of plans to be submitted; Beacon v 9/20/79 9 Rev. 9/24/79 however, the Architectural Committee may delegate its plan review responsibilites to one or more members of such Architectural Committee. Upon such delegation, the approval or disapproval of plans and specifications by such persons shall be equivalent to approval or disapproval by the entire Architectural Committee. (b) In the event the Architectural Committee fails to approve or disapprove such plans and specifications within thirty (30) days after the same have been submitted in accordance with any rules regarding such submission adopted by the Architectural Committee, such plans and specifications will be deemed approved. (c) Nothing in this Declaration or in the Association's Articles, Bylaws or Rules shall be construed or amended to allow the Architectural Committee to modify or eliminate the Setback requirements shown on the Beacon Bay Subdivision Survey Map, and any attempt to do so shall have no effect. Section 3 - Approval and Conformity of Plans. No building, fence wall or other structure shall be commenced, erected or maintained upon the Covered Property, nor shall there be any addition to or change to the exterior of any Residence, structure or other improvement except in compliance with plans and specifications therefor which have been submitted to and approved by the Architectural Committee as to harmony of external design and location in relation to surrounding structures and topography. Section 4 - Nonliability for Approval of Plans. Plans and specifications shall be approved by the Architectural Committee as to style, exterior design, appearance and location, and are not approved for engineering design or for compliance with zoning and building ordinances, and by approving such plans and specifications neither the Architectural Committee, the members thereof, the Association, the Members, the Board nor Declarant assumes liability or responsibility therefor, or for any defect in any structure constructed from such plans and specifications. ARTICLE VI DUTIES AND POWERS OF THE ASSOCIATION Section. 1 - General Duties and Powers. In addition to the duties a -_t powers enumerated in its Articles and Bylaws, Beacon BGy 9/20/79 10 Rev. 9/24/79 or elsewhere provided for herein, and without limiting the generality thereof, the Association shall have the specific duties and powers specified in this Article. Section 2 - General Duties of the Association. The Association through the Board shall have the duty and obligation to: (a) enforce the provisions of this Declaration, the Articles, Bylaws, and Association Rules, by appropriate means and carry out the obligations of the Association hereunder; (b) maintain and otherwise manage the Common Area; (c) pay any real and personal property taxes and other charges assessed to or payable by the Association; and (d) obtain and continue in effect during the term of of the lease, in its own name a comprehensive policy of public liability insurance proving coverage for the common area, and a policy of fire and casualty insurance with coverage as the Board deems appropriate. Section 3 - General Powers of the Association. The Association through the Board shall have the power but not the obligation to: (a) employ a manager or other persons and contract with independent contractors or managing agents to perform all or any part o the duties and responsibilities of the Ass oci at ion; (b) borrow money as may be needed in connection with the d i s.c:arge o� t}:e Association's powers and duties; and (c) establish and maintain a working capital and conting_`.cy fund in an amount to be determined by the Board. Said fund shall be used by the'Board as it deems fit to carry out the objectives and purposes of the Ass-, Se t`c-� - Assnc ?)tion Rules. The Board shall have the po„=r clop , a lend, and repeal such rules and as it deems reasonable (the "Association Ruie In the event of any conflict between any such rss1W-1c7 and any other provisions of this D-1---,.a---7:.'-on, or tt e Articles or Bylaws, the provisions of tine _i atRu:Les shad]_ be deemed to be superseded by the - _. cion; of this Declaration, the Articles or the Bylaw= t -1-,e extent: of any such conflict. f3eziC: 9/20/7 1 ]. Rev. 9/24/79 5/4/81 ARTICLE VII REPAIR AND MAINTENANCE Section 1 - Repair and Maintenance by Association. The Association shall have the duty to: (a) maintain, repair, restore, replace and make necessary improvements to the Common Area; (b) maintain all other facilities, equipment, services or aesthetic components of whatsoever nature as may from time to time be requested by the vote or written consent of a majority of the voting power of the Members; (c) pay out of the general funds of the Association the costs of any maintenance and repair made pursuant to this section, except as otherwise herein specified as payable by particular Lessees. Section 2 -_Repair and Maintenance by Lessee. Except as the Association shall be obligated to maintain and repair as may be provided in this Declaration, every Lessee shall: (a) maintain all portions of the exterior of his Residence, including without limitation, the walls, fences and roof of such Residence in good condition and repair; and (b) install and thereafter maintain in attractive condition yard landscaping in accordance with the provisions of this Article. Section 3 - Maintenance of Public Utilities. Nothing contained herein shall require or obligate the Association to maintain, replace or restore the underground facilities or public utilities which are located within easements in the Ccrannon Area oWned by such public utilities. However, the Association shall take such steps as are necessary or convenient to ensure that such facilities are properly maintained, replaced or restored by such public utilities. ARTICLE VIII USE RESTRICTIONS S_ectiOn 1 - Commercial Use. No part of a Residence shall be us -2c, -for any business, commercial, or nonresidential purposes, Beacon 3at,7 9/20/79 12 Rev. 9/24/79 �y Section 2 - Signs. No sign or billboard of any kind shall be displayed to the public view on any portion of the Covered Property; provided, however, that a Member may display on his Residence, a sign advertising its sale or lease so long as such sign shall comply with any customary and reasonable standards promulgated by the Board. Section 3 - Nuisance. No noxious or offensive activity shall be carried on upon any Residence, or any part of the Covered Property nor shall anything be done thereon which may be, or may become an annoyance or nuisance to the neighborhood, or which shall in any way interfere with the quiet enjoyment of each of the Lessees of his respective Residence. Section 4 - Animals. No animals, livestock or poultry of any kind shall be raised, bred or kept upon the Covered Property, except that dogs, cats or other household pets may be kept on the Residences, provided they are not kept, bred or maintained for any commercial purpose, or in numbers deemed unreasonable by the Board. Notwithstanding the foregoing, no animals or fowl may be kept on the Residences which in the good faith judgment of the Board or a committee selected by the Board for this purpose, result in any annoyance or are obnoxious to residents in the vicinity. All animals except cats permitted to be kept by this Section shall be kept on a leash when on any portion of the Covered Property except within a Residence. Section 5 - California Vehicle Code. The City may be allowed to impose and enforce all provisions of the applicable California Vehicle Code sections on any private streets within the Covered Property. ARTICLE IX RIGHTS OF ENJOYMENT Section 1 —Members' Right of Enjoyment. Every Member shall have nonexclusive easement for use and enjoyment in and to t'-- Common Area and such right shall be appurtenant to and scall pass with the interest required to be a Lessee to every Residence, subject to all of the easem"eats, covenants, conditions, restrictions and other provisions contained in this Declaration, including, without limitation, the following provisions: Beacon Eav 9/20/79 r 13 Rev. 9/2.4/79 (a) The right of the Association to limit the number of guests of Members and to limit the use of the Common Area by persons not in possession of a Residence, but owning a portion of the interest in a Residence required for membership. ,.(b) The right of the Association to establish reasonable rules and regulations pertaining to the use of the Common Area. Section 2 - Delegation of Use. Any Member may delegate his right of enjoyment to the Common Areas to the members of his family or his tenants -who reside on his Residence, or to his guests, subject to the rules and regulations adopted by the Board. In the event and for so lona as a Lessee delegates said rights of enjoyment to his tenants, said Lessee shall not be entitled to said rights unless both he and the tenant reside on the Residence in separate dwelling units which conform to all applicable municipal laws and regulations. Section 3 - Waiver of Use. No member may exempt himself from personal liability for assessments duly levied by the Association, or release the Residence owned by him from the liens, charges and other provisions of this Declaration, the Articles, Bylaws and Association Rules, by waiver of the use and enjoyment of the Common Area, or the abandonment of his Residence. ARTICLE X GENERAL PROVISIONS Section. 1 - Enforcement. The Association, or any Lessee, shall have the right to enforce by proceedings at law or in equity, all restrictions, conditions, covenants and reservations, now or hereafter imposed by the provisions of this Declaration or any amendment thereto, including the right to prevent the violation of such restrictions, conditions, covenants, or reservations and the right to recover 6amages or other dues for such violation. The Association or any Lessee shall also have the right to enforce proceedings at law or in equity the provisions of the Articles or Bylaws and any amendments thereto. With r_aoect to architectural control and Association Rules, the Association shall have the exclusive right to the enf;;rcement thereof unless the Association refuses or is unable to effectuate such enforcement, in which case any Lessee who otherwise has standing shall have the right to uncles -take such enforcement. With respect to Assessment Beacon Sav 9/20/79 14 Rev. 9/24/79 J•: Liens, the Association shall have the exclusive right to the enforcement thereof. Section 2 - No Waiver. Failure by the Association or by any Member to enforce any covenant, condition, or restriction herein contained, or the Articles, Bylaws or Association Rules, in any certain instance or on any particular occasion shall not be deemed a waiver of such right on any such future breach of the same or any other covenant, condition or restriction. Section 3 - Cumulative Remedies. All rights, options and remedies of Declarant, the Association, or the Lessees under this Declaration are cumulative, and no one of them shall be exclusive of any other, and Declarant, the Association, and the Lessees shall have the right to pursue any one or all of such rights, options and remedies or any other remedy or relief which may be provided by law, whether or not stated in this Declaration. Section 4 - Severability. Invalidation of any one or a portion of these covenants, conditions or restrictions by judgment or court order shall in no way affect any other provisions which shall remain in full force and effect. Section 5 - Covenants to Run with the Land; Term. The covenants, conditions and restrictions of this Declaration shall run with and bind the Covered Property and shall inure to the benefit of and be enforceable by the Association or any Lessee, their respective legal representatives, heirs, successors and assigns, for a term of twenty five (25) years from the date this Declaration is recorded, after which time said covenants, conditions and restrictions shall be automatically extended for successive periods of ten (10) years, unless an instrument, signed by the Declarant and a majority of the then Lessees, has been recorded at least one (1) year prior to the end of any such period, agreeing to change said covenants, conditions and restrictions in whole or in part. Section,, o -_Heading. The Article and Section headings have been inserted for convenience only, and shall not be consiuered or referred to in resolving questions of interpretation or construction. Section 7 - Singular Includes Plural. Whenever the content of this Declaration requires same, the singular shall include the plural and the masculine shall include the feminine and the neuter. Beacon Bay 9/20/79 15 Rev. 9/24/79 Section 8 - Attorneys' Fees. In the event action is instituted to enforce any of the provisions contained in this Declaration, the party prevailing in such action shall be entitled to recover from the other party thereto as part of the judgment, reasonable attorneys' fees and costs of such suit. Section 9 - Notices. Any notice to be given hereunder shall -be in writing and may be delivered as follows: (a) Notice to a Lessee shall be deemed to have been properly delivered when delivered to the Lessee's Residence, or placed in the first class United States mail, postage prepaid, to the most recent address furnished by such Lessee in writing to the Association for the purpose of giving notice, or if no such address shall have been furnished, then to the street address of such Lessee's Residence. Any notice so deposited in the mail within the City shall be deemed delivered forty-eight (48) hours after such deposit. In the case of co -Lessees any such notice may be delivered or sent to any one of the co -Lessees on behalf of all co -Lessees and shall be deemed delivery on all such co -Lessees. (b) Notice to the Association shall be deemed to have been properly delivered when placed in the first class United States mail, postage prepaid, to the address furnished by the Association or the address of its principal place of business. (c) The affidavit of an officer or authorized agent of the Association declaring under penalty of perjury that a notice has been mailed to any Lessee or Lessees, or to all Members, to the address or addresses shown on the records of the Association, shall be deemed conclusive proof of such mailing, whether or not such notices are actually received. Section 10 - Effect of Declaration. This Declaration is made for the purposes set forth in the Recitals to this Declaration and Declarant makes no warranties or representations, express or implied as to the binding effect or enforceability of all or any portion of this Declaration, or as to the compliance of any of these Provisions with public laws, ordinances and regulations applic=ble thereto. Section 11 --Personal Covenant. To the extent the acceptance or conveyance of a Residence creates a personal covenant between the Lessee of such Residence and Declarant or other Lessees, such personal covenant shall Beacon >>v 9/20/79 16 Rev. 9/24/79 terminate and be of no further force or effect from or after the date when a person or entity ceases to be an Lessee except to the extent this Declaration may provide otherwise with respect to the payment of money to the Association. Section 12 - Nonliability of Officials. To the fullest extent permitted by law, neither the Board, the Architectural Committee, and other committees of the Association or any member of such Board or committee shall be liable to any Member or the Association for any damage, loss or prejudice suffered or claimed on account of any decision., approval or disapproval of plans or specifications (whether or not defective), course of action, act, omission, error, negligence or the like made in good faith within which such Board, committees or persons reasonably believed to be the scope of their duties. Section 13 - Subleases. Any agreement for the subleasing or rental of Residence (hereinafter in this Section referred to as a "lease") shall provide that the terms of such lease shall be subject in all respects to the provisions of this Declaration, the Articles, the Bylaws and the Association Rules. Said lease shall further provide that any failure by the lessee thereunder to comply with the terms of the foregoing documents shall be a default under the lease. All leases shall be in writing. Any Lessee who shall lease his Residence shall be responsible for assuring compliance by such Lessee's lessee with this Declaration, the Articles, the Bylaws and the Association Rules. Section 14 - Amendments. Subject to the other provisions of this Declaration, this Declaration may be amended as follows; (a) Any amendment or modification of the Articles hereof entitled "Covenant for Maintenance Assessments," "Nonpayment of Assessments," "Architectural Control," and "Repair and Maintenance," or of this Section shall require the affirmative vote or written approval of not less than sixty percent (60%) of the Members. (b) Any amendment or modification of any Article other than those specified in subparagraph (a) above shall require the affirmative vote or written approval of a majority of the members. (c) An amendment or modification that requires the vote and written assent of the Members as hereinabove Beacon may 9/20/79 17 Rev. 9/24/79 141 provided shall be effective when executed by the President and Secretary of the Association who shall certify that the amendment or modification has been approved as hereinabove provided, and when recorded in the Official Records of the County. The notarized signatures of the Members shall not be required to effectuate an Amendment of this Declaration. (d) Notwithstanding the foregoing, any provision of this Declaration, or the Articles, Bylaws or Association Rules which expressly requires the approval of a specified percentage of the voting power of the Association for action to be taken under said provision can be amended only with the affirmative vote or written assent of not less than the same percentage of the Voting Power of the Association. IN WITNESS WHEREOF, Declarant has executed this instrument the day and year first herein above written. ATTEST: City Clerk APPP.OVED AS TO FORM: City Attorney Beacon Bay 9/20/79 CITY OF NEWPORT BEACH, a chartered municipal corporation M Mayor 18 Rev. 9/24/79 STATE OF ) ss. COUNTY OF ) On , 19 , before me the undersigned, a Notary Public in and for said State, personally appeared , known to me to be the of the corporation that executed the within Instrument, known to me to be the person who executed the within Instrument on behalf of the corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its bylaws or a resolution of its board of directors. [Seal] Beacon 9/20/79 032381 WITNESS my hand and official seal. 19 Notary Public Rev. 9/24/79 j- r te u� i I 1� I �J I I to 1 •t I rn 1-�• _ t 1 I I I I .f V I'.•.I IIS,. I _ (, ) I . .. ..... I al •7, I , I -v I r I rA I I I I._. ._�._. _,I ICD L_�� 3 101 ( OAOO:1 x321 X103) ,( AC17VAI 3 101 (7VGY egNOOH05 I I I I m I i m I I c) I I I J (I 101 (�3AW'd3113HS"d0J) Ab/y1YMY1 I 1 1 1 1 0 10-1 OVOU HO -Z 7,YL T a na.5 t I 1 I to I 1 I c+t I l �� 1�I 1 N% II L t J , t✓ J I L J 0 10-1 OVOU HO -Z 7,YL T a na.5 t 9 10-1 (3nC:) RVI 'H3 ) A y/14 Y7VIV 1 I 1 I to I I cu I I c+t I t �i-J II L t J I N} J L J I L J 9 10-1 (3nC:) RVI 'H3 ) A y/14 Y7VIV 1 O J I t - `-A — I l I I 1 I I I H O J J •05 SII W U) Ei 0 H 0 H Z [=•t z J 0 ! c U � � H I �1 Hz I aq pq I' W 0 U Q z W r� 1 �I0 v 107 GVOY ?1311/70 anas -L07 7V1VO/1V9b1O3b, \ , sl �� ✓) �,?� f- CC,C \ Z - z r LJ t- 7- ��P wm O U r ^ L� ~ r ' O 1� ' / / • .I / Q Z tl to 1 t!u L1 Q d Z Q O LQ j S J t Z to w ,, 0 I �-- Ln i Ln I I .moo O J I t - `-A — I l I I 1 I I I H O J J •05 SII W U) Ei 0 H 0 H Z [=•t z J 0 ! c U � � H I �1 Hz I aq pq I' W 0 U Q z W r� 1 �I0 v 107 GVOY ?1311/70 anas -L07 7V1VO/1V9b1O3b, \ , sl �� ✓) �,?� f- CC,C \ Z - z r LJ t- 7- ��P wm O U r ^ L� ~ r ' O 1� ' / / • .I / Q Z tl to 1 t!u L1 Q d Z Q O LQ j S J t Z to w ,, 0 EXHIBIT "D" I of 2 Pages N 10 !d U 1^0 �; } vmi N N P tD � Ol rNi ti ti O P m M O N N 10 N 10 O1 m M Of M O P ZOZO N � II 11 11 II II II II 11 II 11 II 10.-� II CD N m II M 11 P Mm N m M N ti N .Z, - ,.-, N O O O O O O C' O v1 O in O V) O II W xl Vf O x n V) O x 10 P O x 10 10 P O x w 10 P O x 100 O P O x w 100 P O x ^ M M O x 'D M M O x 10 {� N N O x .. N N N O X V) N N O x N V) N N O x N V) N O x N V) N O x N V) 1 '+ } i } } + } + i + + N } N } N + N N + N N + N N } 1 F O o 0 10 t0 m Of m m 0� cn� O1 m 0� m m m O1 V) Qf N 01 N O+ N 0� P Ot P .a I\ m m w n M t\ M n M M 0� M O1 10 10 I\ m m m m o 0 0 0 0 0 0 0 0 0 0 U 0 0 0 0 a Q a xl X x x X x x x X x x X x x x x x F z LX Q Of Ol 01 C O N 01 P N 10 1p m 01 N N m c07 m N N Of N M O O 1p w m Ol O ti N N Vf V) m Ot N M 10 l� a II II it 11 II If If II II II II II 11 II If II y V) OM 11) V] N V) V) V) V) V) V) V) V) 1, N N V) O CD Q X b o m N ^ G� N L! O1 o N n N P t0 N ,P.1 C N M C F 4 0 'd x n M QPf N P0') V1 M � t0 10 10 0+ N P 10 t0 1n P o P P 10 FFm a Q Oy1 O N O N M M w 10 O) m M M 1\ m N m N y _ N N N N N N N N M A n N N 11 u u n n N N N N N N N A aO+ d O O 1i U Q b N C N N O P O P O O P O O d' O O Q' O O O O O O O O O o O O O o O 0 O 0 O 0 O 0 C p„ 1'0 a cc P P P P P P P P P P P 0 Ol w w w m cc cc cc; m cc m of m cc m m �pE S U A x x x x X X x x X X x x x x x x 7 N C 0 C UIN C S h N o 0 N Q pv• A O� •-, cNi m aMi O n P � I,p o N m P cn P m rn 01 o I� M N o T i 1 y O O I� N m 01 N O N N m l0 P C 7 N Q,p M O t0 m M P .r N .r M P w t0 l0 01 I .-y N P P 10 10 m m O O d U .-� — .-1 .-, — — — '-1 — — — N N N N 11c�3n ~ Lr NC U C A Q z x oa U C 0, P V) 1p 1N m rn ...NI m m U wmWU II _ mcQ QII II II 3 v y o m Nm 0`0 Mm P m OPO V) m 0�p t0 OmD A m m m m EXHIBIT "D" I of 2 Pages t15 m II I 11 II II II 11 II 11 II 11 II II II o II II 11 W xl m M N ✓� O x m M N N O x Vl N 7 O x V) N 7 O x N a O x O tOD R O x O tOD 7 O x O M M O x O M M O x a O N N O x O N N O x O N O x O N O x O N O x O N O x I U ...IN n N M N N N M N N N M n N M n N M n N M n N M _ n N M O t` DI � 1l N t0 O m m M + + + + + + + + + + + + + + + a O O lD m m m m Ol Q1 V) In W ti m w I\ m m M m M m M m m 1I') N N p� c U a O v v' V, � � Qf Dt V) to V) tD N N O m O m Ot m Ot tD Ol [� aD Dt m M M e>• V) N tD m a O !\ Ol .-+ N T tD tD OI OI V' DI m m M Ol V) m I� M V7 EXHIBIT "D" 2 of 2 Pages II I 11 II II II 11 II 11 II 11 II II II II II II 11 W xl m M N ✓� O x m M N N O x Vl N 7 O x V) N 7 O x N a O x O tOD R O x O tOD 7 O x O M M O x O M M O x a O N N O x O N N O x O N O x O N O x O N O x O N O x I U ...IN n N M N N N M N N N M n N M n N M n N M n N M n N M n N M M M V] M M In M M M M In M M V) M M V) I M 0 + I + + + + + + + + + + + + + + + a O O lD m m m m Ol Q1 V) In W ti m w I\ m m M m M m M m m 1I') N N p� c U a v v' V, � � Qf Dt V) to V) tD N N O m O m Ot m Ol m o 0 0 0 0 0 0 0 0 0 0 M 0 CO M <Q a O xj x x x x x x x x x x x x x x x x Corti H Q V) O O O N 'D tD m V' m M m v V) o 0 c o W 11 11 It " II II 11 11 11 11 11 11 it II II II a a H� M Q X H d o ..1 In M n V) M n V) M n V) M n V) M t\ V) M IN V) M IN N M n m M n to M n M m n M m t\ M m IN m M n M m IN p O w y I I I I I I 1 1 1 I I I I 1 I O) 1 'O d N 7 O Ol m m N I, N O w m N Imi 7 O m m m m o m w m w IT o O N V) m M o I� m an o Q m m m Ol c Ot N N v q an tD I, as v Q L n n n u u u n it u n n n u u n u ro d U c I 9, on Ion 9 $ cD ug $ on oncDIon on Q w aroa a E x x x x x x x x x x x x x x x x c c c m d® C of M In Nm M D, m O In M N M Of tD w m 1� v T co M O n Q 0 m N w n I` O N N m l0 aD m m O rl N N l� m n N L 7 N O t0 m N 01 N N PO') O N + C ro A b OD E ti ti .r .tet .-1 r -I 7 Q tD t0 m m O O M M I " Q w U .r .-t .-1 .� rr ti ..-I N N N N L C L Q U d O Sao " c- a a L) Q d x C ld t a z y U b ^ N •� M ^+ Dt .r Q N an N tD M 1� m Ot O .•t N M V In d o .O � dad a �a O W � M V' V' tD b !� 1� m m o roxE U U _ W n " 3 d EXHIBIT "D" 2 of 2 Pages RESOLUTION NO. 10040 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH APPROVING AN AGREEMENT TO LEASE AND LEASE OF BEACON BAY RESIDENTIAL LOTS AND AGREEMENT TO LEASE AND LEASE OF BEACON BAY COMMON AREA CONSISTENT WITH CHAPTER 74, STATUTES OF 1978 AND THE CHARTER OF THE CITY OF NEWPORT BEACH WHEREAS, the City owns certain tidelands and uplands in an area known as Beacon Bay; and WHEREAS, on January 9, 1950 City entered into a master lease to said property with Carroll B. Beek, Barton Beek, Joseph Allan Beek, Jr. and Seymour Beek jointly, which master lease expires on December 31, 1987; and WHEREAS, the westerly portion of the Beacon Bay property has been divided into individual lots and sublet for residential purposes; and WHEREAS, all said subleases will expire on the same date as the master lease, December 31, 1987; and WHEREAS, the City Council finds it to be in the public interest and the welfare of the City that the portion of Beacon Bay which is currently leased for residential purposes remain residental in character and that to enter into new agreements to lease with the sublessees under terms and conditions set forth in the Agreement to Lease and Lease is in the public interest; and WHEREAS, the City Council finds that it is in the best interest and welfare of the City that the streets, walkways, 01 i common areas, landscaped areas, beaches and other areas presently leased to the Beacon Bay Community Association should remain in said status in consideration of the Beacon Bay Community Association maintaining said areas at -no expense to the City and further providing that the areas designated as tidelands within said leased area remain open, available and accessible to the public; and WHEREAS, Chapter 74, Statutes of 1978 permits the leasing of the residential lots in Beacon Bay which are located on tidelands; and WHEREAS, said Statute provides that the maximum term of leases of residential lots in Beacon Bay located on tidelands shall not exceed fifty years; and WHEREAS, Section 1402 of the Charter of the City of Newport Beach permits the leasing and re-leasing of water front property, provided the property was under lease as of January 11, 1957, the date of adoption of said provision of the Charter of the City of Newport Beach; and WHEREAS, the City Council hereby finds that the maximum lease term for the residential lots in Beacon Bay shall not exceed twenty-five years for the following reasons: A. Section 420 of the Charter of the City of Newport Beach prohibits the City entering into a lease in excess of twenty-five years without voter approval. B. The City Council finds it undesirable to commit the residential portion of Beacon Bay to residential use for a period longer than twenty-five years. At the termination of a twenty- five year lease renewal, the City Council of the City of Newport 2 Beach will be given another opportunity to determine whether or not residential uses on that property are appropriate or whether other uses are more appropriate. A lease term longer than twenty-five years would be an excessive commitment for this particular residential use of tidelands and uplands property owned by the City of Newport Beach. C. The extension of the residential lease term beyond twenty-five years would provide very little financial advantage to the City. An analysis of rental values has shown that a 35 year Lease will only increase the rental by 12.4% per annum. Therefore, the modest increase in lease payments to the City do not offset the disadvantage of committing the land to residential uses for a period longer than twenty-five years; and WHEREAS, the City Council hereby finds and determines that the leasing of the subject property is an act by the City of Newport Beach in its proprietary capacity and further that the execution of the Agreements to Lease the respective residential lots and the common areas in the westerly portion of Beacon Bay binds the City of Newport Beach to execute the Leases of said properties in December, 1987, and said execution of said Leases by and on behalf of the City of Newport Beach constitutes a ministerial act and a furtherance of the obligation of the City of Newport Beach hereby created. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Newport Beach that pursuant to the recitals hereinabove set forth, the Charter of the City of Newport Beach and Chapter 74, Statutes of 1978, the form of Agreement to Lease and Lease of the residential lots in Beacon Bay, respectively attached hereto, be and they are hereby approved. 3 BE IT FURTHER RESOLVED that the Agreement to Lease and Lease of the Common Area of Beacon Bay, respectively attached hereto, be and they are hereby approved. BE IT FURTHER RESOLVED that the Mayor and City Clerk are hereby authorized and directed to execute each individual Agreement to Lease the respective residential lots in the westerly portion of the Beacon Bay property and the common areas in the western portion of the Beacon Bay property and that the Mayor and City Clerk of the City of Newport Beach are further authorized and directed to execute said Lease for the respective residential lots in the westerly portion of the Beacon Bay property and the common areas of the western portion of the Beacon Bay property during the month of December, 1987, provided that the Sublessees and the Beacon Bay Community Association and their heirs, devisees, and assigns, as the case might be, have fully performed and executed their obligation under said Agreements to Lease. ADOPTED this llthday of May , 1981. )ayo ATTEST: 1� City Clerk I, WANDA E. ANDERSEN, City Clerk, do hereby certify the foregoing to be a full, true and correct copy of Resolution No. 10040 adopted by the City Council at their regular meeting held May 11, 1981. City Clerk