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HomeMy WebLinkAboutCC RESO 15,627RESOLUTION NO. 15,627 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE CITY MANAGER TO EXECUTE A LEASE AGREEMENT WITH 24TH AND NEWELL, LTD., FOR LEASE OF PROPERTY BE IT RESOLVED by the City Council of the City of National City that the City Manager is hereby authorized to enter into a lease agreement with 24th and Newell, Ltd., for a lease of city property. Said authorization is contingent upon the City Engineer and the Parks and Recreation Director approving the legal description of the leased property, attached to the lease agreement as Exhibit "A". A copy of said lease is attached hereto as Exhibit "A" and incorporated herein by reference. PASSED and ADOPTED this 24th day of May, 1988. GEORGE H. WATERS, MAYOR ATTEST: s � IO CAMPBELL, C TY CLERK APPROVED AS TO FORM: GEORGE H. EISER, III -CITY ATTORNEY FARMERS ❑ INSURANCE EXCHANGE CERTIFICATE OF INSURANCE (CONDOMINIUM AND TOWNHOUSE) APARTMENT COMPLEX INSURANCE The Company indicated above hereby certifies the insurance coverage is now in force and effect as follows: UNIT OWNER MAILING ADDRESS TRUCK INSURANCE EXCHANGE 24th AND NEWELL LTD, A CALIFORNIA LTD PARTNERSHIP 815 3rd AVENUE CHULA VISTA, CA 92011 MID-CENTURY 0 INSURANCE COMPANY Location (same as mailing address unless shown) 1748,1802,1803,1809,1824,1836 VIA LAS PALMAS NATIONAL CITY CA 92050 24th AND NEWELL LTD, A CALIFORNIA LTD PARTNERSHIP 815 3rd AVENUE . CHULA VISTA, CA 92011 60078 03 67 NAMED INSURED ADDRESS Unit No. EFFECTIVE DATE From: 06/15/88 L RISK POLICY ILDING Amt. of CONTENTS Insurance $ Amt. of Insurance $ xxilikagitnrnt. of R Insurance $ Perils Insured Against ❑ Fire & EC To ® UNTIL CANCELLED 2,353,000. 99 74 375 Agent Policy Number Coinsurance 100 % $ 1000.00 Deductible Coinsurance % $ Deductible 1,000,000. PRIMARY CARRIER Coinsurance % $ Deductible ❑ VMM ❑ Optional Perils la Special Extended Coy. (All Risk) ❑ Sprinkler Leakage PLEASE CONSULT THE MASTER POLICY FOR GENERAL LIABILITY LIMITS This certificate is furnished simply as evidence of said policy as it stands at the date of issue hereof, and is given as matter of information only and, except as specified herein, this certificate confers no rights on the holder and imposes no liability on the Company. Any loss under coverages listed above, is payable as interest may appear to the named insured and the person or organization to whom this certificate is issued. 30 days --If this policy is cancelled or changed in such a manner as to affect this certificate, Tdays written notice will be mailed to the person or organization to whom this certificate is issued. THIS IS NOT A CONTRACT OF INSURANCE BUT ATTESTS THAT A POLICY, AS IDENTIFIED ABOVE, HAS BEEN ISSUED. THE ORIGINAL POLICY IS DEPOSITED WITH THE BOARD OF MANAGERS AND MAY BE EXAMINED BY THE UNIT -OWNER UPON REQUEST. Issued Date 06/15/88 MORTGAGEE • GREAT WESTERN BANK A FEDERAL SAVINGS BANK Loan No. • P.O. BOX 1900 • NORTHRIDGE, CA 91328 0-502741-4 ADDL INSURED reReReE • CITY OF NATIONAL CITY —OFFICE OF ATTORNEY Loan No. • 1243 NATIONAL CITY BLVD. - NATIONAL CITY, CA 92050 Countersigned t:o//5/gg D e nnNTINIIFn ON REVERSE SIDE - F a .- 438 _ LENDER'S LOSS PAYABLE ENDORSEMENT `r.e..7:Say 1, 18:.: io« d amage, If any, under this policy, shall be paid to the Payee named on the first page of this policy, .t: sL::ess: rs not referred to as 'he Lender", in whote'✓er form o- capon y itts. inte-css maycrpear a v.he-i.e _ ,r: .e:-ed r, said Lender in its individool or in its disclosed or undisclosed fiduciary or represento•ive-copac'.t) or othery se.-o aes'ec normin.ce Cr trustee of said Lender.• • - ___• _, 2. 7ne insurance under this policy, or oily rider or endorsement attached thereto, cs to the rinterest cn't of the Lender. i, - p•••g'w.^nd aos:gns, shall not be invalidated nor suspended: (a) by any error, ornission, or change respecting the c t. ne-s'- "; „e: - no' possession, or -;::cation of the subject of the insurance or the interest therein, or the t re thereto; (b) by the corn e.,:e forE' prone d nas or the giving of notice of sale of any of the property covered h1 ill s policy by virture of oni,. •r„s• deed, '). by gr.y breach of warranty, act, om;55:on, neglect, or non-ccmpi:ance'w'ith. any of tt'e provisions -f s �:p ., .:.ding any and or. riders now or he'eafie' attached thereto. by the named ..red the bo'rowe', r or'.ga- owner, tenant, warehouseman, cu5'od•on, occupant, Cr b'y the Caen' of ether or Or) c' er+r, a' by he has..-pei Ina r`. b nevi oilier of the.-; or their agents, or .wi;'ch he, fa :ed to pre.e' v. n in,g bete e ., a .. rF 's era _men'. or whether before or after a toss, wt,,.:h under the provi_ce_ or t- s darseme .••c_C Fret u'd . .:.tidate Or s,. ✓erd The e r ,•-led cr e'.:t.•'d acts or or:`..ssons of he :2 d ss a exercising active c_ _ oft _ Ir tFc Ever„ r'i:• e cf t e? tc pc pre .:v add _r, _. ... s' . _ ,' • ,:r oc! c': o• on a_ ' s as.), cr^ a. r Y: e ',r '�. Cr." S_ h - f ,- e _ ✓r a ` , e-du _aeCry _.h;:'_ a-- - e the Lend_: a h..r sc notified m writiny'by this. Cs;,mparzy of the failure of the rsured to pay such pre' -.um si cl! pc, ri cause ' : 'a- pc,c the pre.'i :ur7 due within i iC, dogs to ,o',r reo '2Ceip' G c'o .,o j' S demand i'. mr _ 'l•e'e io i. _3. t.:av Preen: a^ "'a7 +rot be t_. rr: raced before'er- , IO days ofte- rece!pt of said wrlr:en no.;ice-by the Lender. _ Li Vi'nennv _ t1' s `ot.. eh.^. ! •v tor •h_ Lender _. '.,r loss c r dgr',C e .de r: ;C ^.• S Cil Clam •f' • ' 'n ..ran./ > S „ y i .. .._ . ,r .'.E'Ei.,• a '> _ �i; mF,any, c; atS Jp. C navy pay __ _._.the „ - fro e4'd n'e _ _ 'b< _ __e *- - ' ..- _..� ... � ins. -C"fret se J. S___. ,. .. ..- ,. .. r._..r. .. .- .-- .. th.5 -Corn ar.'✓ in 5-e eaten• of c.-,ch paYr -vent Ctlnll 'heren,r, /fir, receive a flit' g5shan'-nent on!' transfer w.l.Ltnut reCC se of -.e dl.i- ."e. . it 'ne'e be ari,other ins ranee upon the w:rh,n oescr oed p cper'y Cc -pare snot re itabie unde- this pa c: =p" C' cf - -" _ da.-- • _ 5.,^ ere`-, >_- - - 4 to ti•. _ __.'r _ oh-1 ,r; : ccr. -o t _ ac'n,L, r 1. • r ....eL,,s' C, ,Es_ ,.er,cr any ExteilJc:. C...era 'e �.c s cn. e TT S: 't' _ S _ i' •-_ _ 'e'C-.. _"`E'. d ='��__ _ a .:E _r • - _ _ s _. _. _.. Cher he :en. n_ C nt' ., _ _ I _ , ,`'a! 5JL'r „ _ _ with ail erne: _ p.: r.g :•r men.. c. -.. ., . _ Ler.._ s ., b., ud_ _o a c e' _g., 6. This Con:Gahy reset e- tie r.ght cancel ibis pol'ry a' any = . _ :e•• . F., s_z[ ` ^'CE f •t.3 oe. et , of a e Londe, for ten (10, d.::y5 after a 2 of SUC came c'. 'S rect sed `• • _ .a'I the-, cease. 7. 7y _ li t.al; r f" s the't of r r -i a cy s remain u 'farce and effect e to ; e•es• ,; the Lender � _� of ten fier un:ess an acceptable, polic', ;n renewal thereof Y-''h loss thereunder payable to the Le accordance with the e'•- dct's Loss ?Dyable Endorsement, shall have been issued by some irsrer:ce con-par,y and accepted by the Lender. 8. Sbc_ d:ego! title to and beneficial ownership of any of the property covered under this policy become vested in tEe its agents, insurance under this policy shall continue for the term thereof for the benefit of the Lender but in such eve»' ae` _ ^fed by this Lender's Loss Payable Endorsement wh-ich are a-s` gg•onted the insu'e.d under the terns and : __ f this pc y and 'or under other riders or endorsements attached thereto shall not apply to ti-ie nsuronce hereunder as •espe_•s S properly • 9. All notices herein provided to be g':ven by the Company to the Lender in connection with this policy and this Lende 's sass a,ab''e Endorsement shall be moiled to Or delivered to the Lender or its office or branch described on the first page of the coil , Aopro:ed: Board of Fire Underwriters of the Pacific, Cotiforma Bankers' Association, Committee an Insurance GROUND LEASE The City of National City, California, an incorporated municipality, hereinafter "Lessor," hereby leases to 24TH & NE'ELL, LTD., A California Limited Partnership, hereinafter "Lessee," the land and premises, hereinafter "Premises," described in Exhibit "A", attached hereto and incorporated herein by reference. ARTICT•F 1. TERM OF LEASE 1. FIXED TERM: The term of this Lease shall be 55 years commencing June 15, 1988, and ending at 12:01 AM on June 14, 2043, unless sooner terminated as provided herein. ARTICLE 2. RENT 2. BASIC RENT: Lessee agrees to pay to the Lessor annual basic rental for the use and occupancy of Area B, sometimes herein called Premises, the total sum of $5453.00, payable in advance, commencing on the date first above written and continuing each year thereafter on the 15th day of June during the term of this Lease. 3. RENT ADJUSTMENT CLAUSE: The annual basic rental described above shall be adjusted on the first anniversary of the commencement date of this Lease and on each anniversary of that date thereafter to reflect the percentage increase or decrease in the Consumer Price Index for Wage Earners and Clerical Workers (using 1967 as the base year, as compiled by the Bureau of Labor Statistics of the United States Department of Labor, for the metropolitan area of the City of San Diego, California) in the most recent 12-calendar-month period available immediately preceding said adjustment. 4. INTEREST ON RENT: Each annual installment of annual rent shall bear interest if not paid promptly on the date it becomes due as specified in section two of this Lease at the rate of 10 percent per annum from the date it becomes due until it is paid by the Lessee to the Lessor. 5. PLACE FOR PAYMENT OF RENT: All rent that becomes due and payable under this Lease shall be paid to Lessor at the Finance Department of the City of National City, 1243 National City Boulevard, National City, California, or at such other place as the Lessor may designate by written notice to the Lessee. 6. REBATE OF RENT UPON TERMINATION: In the event of termination of this Lease as provided for in Article 3, below, the Lessor shall rebate to the Lessee that prorated portion of the rent paid by the Lessee which represents rent paid by the Lessee for that period after the termination date of this Lease. -1- ARTICLE 3. EARLY TEI&VIINATICN 7. EARLY TERMINATION BY LESSEE: Upon the happening of any of the following occurrences, the Lessee may, at Lessee's option, terminate this Lease: A. If the improvements located in Lot Three of Las Palmas Park Villas according to Map No. 9128, filed in the Office of the County Recorder of said county on February 27, 1979 as file No. 79-084338, hereinafter "Lot Three," are damaged or destroyed by fire or other casualty, and the cost of repair or reconstruction is more than 50 percent of the current replacement costs of all of said improvements, and the available insurance proceeds are not sufficient to pay for at least 85 percent of the costs of such repairs or reconstruction, and if 75 percent of the total voting power of the owner or owners of Lot Three and their first lenders vote against such repairs and reconstruction; B. In the event of a taking by eminent domain of all or a portion of Lot Three; or C. In the event of a voluntary conveyance of title to all or a portion of Lot Three by an owner thereof, with the consent of the owner or owners, to a public or quasi -public agency or entity in lieu of an under threat by such agency or entity to take the same by eminent domain proceedings. ARTICLE 4. TAXES AND UTILITIES 8. UTILITIES: Lessee shall pay or cause to be paid and shall hold the Lessor and the property of the Lessor, including the Premises, free and harmless fran all charges for the furnishing of gas, water, electricity, telephone service, and other public utilities to the Premises during the term of this Lease and for the removal of garbage and rubbish from the Premises during the term of this Lease. 9. TAXES: Lessee is aware that this Lease may create a possessory interest subject to property taxation and that the Lessee may be subject to the payment of property taxes levied on such interest. Lessee hereby agrees to pay property taxes, if any, assessed during the term of the Lease pursuant to sections 107 and 107.1 of the Revenue and Taxation Code against the Lessee's possessory interest in the Premises. 10. TIME F.R. PAYMENT OF TAXES: Any taxes and assessments required to be paid by Lessee under the terms of this Lease shall be paid by Lessee before such tax or installment shall became delinquent. -2- 11. CONTEST OF TAX: The lessee shall have the right to contest, oppose,or object to the amount or validity of any tax or other charge levied on or assessed against the Premises or any part thereof, provided, however, that the contest, opposition, or objection must be filed before the tax or other charge at which it is directed becomes delinquent, and written notice must be given to the Lessor at least 10 days before the date the tax or other charge becomes delinquent. Furthermore, no such contest, opposition, or objection shall be continued or maintained after the date the tax or other charge at which it directed becomes delinquent unless the Lessee has either: (1) Paid such tax or other charge under protest to its becoming delinquent; or (2) Obtained and maintained a stay of all proceedings for the enforcement and collection of said tax or other charge by posting bond or meeting other matters required by law for such a stay; or (3) Delivered to Lessor a good and sufficient undertaking in an amount specified by the Lessor and issued by a bonding corporation authorized to issue such undertakings in California conditioned on the payment by Lessee of the tax or assessment together with any fine, interest penalties, costs, and expenses that may have accrued or been imposed thereon, within 30 days after the final determination of the Lessee's contest, opposition, or objection to such tax or other charge. 12. PAYMENT OF UTILITIES BY LESSOR: Should Lessee fail to timely pay any taxes, assessments, or other charges required by this Lease to be paid by the Lessee, Lessor may, without notice to or demand on Lessee, pay, discharge, or adjust such tax, assessment, or other charge for the benefit of Lessee. In such event, the Lessee shall promptly, on written demand of Lessor, reimburse Lessor for the full amount paid by Lessor in paying, discharging, or adjusting such tax, assessment, or other charge, together with interest thereon at the rate of 10 percent per annum from the date of payment by Lessor until the date of the repayment by Lessee. Where no time within which any charge required by this Lease to be paid by Lessee is specified in this Lease, such charge must be paid by Lessee before it becomes delinquent. ARTICLE 5. USE OF THE PREMISES 13. USE OF THE PREMISES A. Area B: It is expressly understood that the Lessee is leasing this vacant, unimproved land for open recreational space and for parking of vehicles, for the Las Palmas Park Villas Subdivision, and for no other purposes. It is agreed that the use of Area B shall be limited to said purposes. No structures may be constructed in Area B. - 3 B. In addition to the restrictions hereinbefore set out, the Lessee shall not use or permit the Premises, or any portion of the Premises, to be improved, developed, used, or occupied in any manner or for any purpose that is in violation of any valid law, ordinance, or regulation of any state, county, or local governmental agency, body, or entity. Furthermore, Lessee shall not maintain, commit, or permit the maintenance or commission of any nuisance as now or hereafter defined by any statutory or decisional law applicable to the Premises. 14. LESSOR'S APPROVAL OF PLANS REQUIRED: No structure or other improvement of any kind shall be erected, maintained, or altered on the Premises unless and until the plans, specifications, and the proposed location of such structure or improvement have been approved in accordance with the usual permit issuance procedures of the Lessor. 15. ONNERSHIP OF IMPROVEMENTS: Any structures and other improvements placed or erected on the Premises as well as any and all other alterations, additions, improvements, and fixtures shall be considered part of the real property of the Premises and upon the expiration or sooner termination of this Lease shall remain on the Premises and became the property of the Lessor. ARTICLE 6. 1V1DC3ANICS' LIENS AND ENC UVBRANC ES 16. MECHANICS' LIENS: At all times during the term of this Lease, Lessee shall keep the Premises and all structures and improvements now or hereafter located thereon free and clear of all liens and claims of liens for labor, services, materials, supplies, or equipment performed on or furnished to the Premises. Should Lessee fail to pay and discharge or cause said Premises to be released from any such lien or claim of lien within 60 days after service on Lessee of a written request from the Lessor to do so, the Lessor may pay, adjust, compromise, and discharge any such lien or claim of lien on such terms and in such manner as lessor may deem appropriate. In such event, the lessee shall, on or before the first day of the next calendar month following any such payment by the Lessor, reimburse the Lessor for the full ernunt paid by the Lessor in paying, adjusting, compromising, and discharging such lien or claim of lien, including any attorney's fees or other costs expended by the Lessor, together with interest at the rate of 10 percent per annun fran the date of payment by Lessor to the date of repayment by the Lessee. 17. ENCUMBRANCE OF THE LEASEHOLD: The Lessee shall not, at any time during the leasehold, encumber by deed of trust, motgage, or any other security instrument, any poriton of the Lessee's interest under this Lease. -4- ARTICLE 7. REPAIRS AND MAINTENANCE 18. MAINTENANCE BY LESSEE: At all times during the term of this Lease, the Lessee shall, at the Lessee's own cost and expense, keep and maintain the Premises and all improvements thereon in good order and repair and in a safe and clean condition, satisfactory to the Lessor. Lessee shall, at the Lessee's own cost and expense, maintain, at all times during the term of this Lease, the whole of said Premises as well as any improvements, landscaping, or facilities thereon in a clean, sanitary, neat, tidy, orderly, and attractive condition, satisfactory to the Lessor. 19. REQUIREMENTS OF GOVERNMENT AGENCIES: At all times during the term of this Lease, the Lessee, at the Lessee's own cost and expense, shall: A. Make all alterations, additions, or repairs to the Premises or the improvements or facilities on the Premises which are required by a valid law, ordinance, statute, order, or regulation now or hereafter made or issued by any federal, state, county, local or other governmental agency or entity; B. Observe and comply with all valid laws, ordinances, statutes, orders, and regulations now or hereafter made or issued respecting the Premises or the improvements or facilities thereon by any federal, state, county, local, or other governmental agency or entity; and C. Indemnify and hold Lessor and the property of the Lessor, including the Premises, free and harmless from any and all liability, loss, damages, fines, penalties, claims, and actions resulting from the Lessee's failure to comply with and perform the requirements of this section. ARTICLE 8. ASSIGNMENT AND SUBLEASING 20. SUBLEASING: The Lessee may sublease all or any portion of the Premises from time to time, and at all times during the term of this Lease, with the prior written approval of Lessor's City Council; provided, however, that the term of any sublease shall not extend beyond the term of this Lease and any and all sublessees shall 'oe subject to all of the terms, convenants, and conditions of this Lease. 21. ASSIGNMENT OF LEASE: Except as set out below, the Lessee shall not assign or otherwise transfer this Lease, any right or interest therein, or any right or interest in the Premises or any of the improvements therein, without the prior written consent of the Lessor. The Lessee shall have the right to assign this Lease without consent of the Lessor to the then owner or owners of Lot Three of the Las Palmas Park Villas Subdivision or the common areas therein created by recordation of a plan of condominimum covering Lot Three. The Lessee shall provide the Lessor with 10 day's prior written notice of - 5 such assiyiuuent or transfer, and shall provide the Lessor with a copy of said assignment or transfer within 10 days of such license or transfer taking effect. ARTICLE 9. DEFAULT AND TERMINATION 22. ABANDONMENT BY MASER- Should the Lessee breach this Lease and abandon the Premises prior to the natural expiration of the term of the Lease, the Lessor may continue this Lease in effect by not terminating the Lessee's right to possession of the Premises, in which event the Lessor shall be entitled to enforce all Lessor's rights and remedies under the Lease, including the right to recover the rent specified in the Lease as it becomes due under the Lease. 23. TERMINATION FOR BREACH: A11 convenants and agreements contained in this Lease are declared to be conditions of the Lease and to the term hereby demised to the Lessee. Should Lessee default in the performance of any covenant, condition, or agreement contained in this Lease and the default not be cured within 60 days after written notice of the default is served on the Lessee by the Lessor, then the Lessor may terminate the Lease and: A. Bring an action to recover fran the Lessee: (1) The worth, at the time of the award, of the unpaid rent which had been earned at the time of termination of the Lease; (2) The worth, at the time of the award, of the amount by which the unpaid rent which would have been earned after termination of the Lease until the time of award exceeds the amount of rental loss that the Lessee proves could have been reasonably avoided; (3) The worth at the time of the award by which the unpaid rent for the balance of the term after the time of award exceeds the amount of rental loss that the Lessee proves could be reasonably avoided; and (4) Any other amount necessary to compensate the Lessor for all detriment proximately caused by the Lessee's failure to perform his obligations under this Lease; and B. Bring an action, in addition to or in lieu of the action described above, to reenter and regain the possession of the Premises in the manner provided by the laws of unlawful detainer of the State of California then in effect. -6- 24. INSOLVENCY: Should the Lessee became insolvent as defined in this section, the Lessor may, by giving 60 days' written notice to the Lessee or to the person appointed to manage the Lessee's affairs, at the address for such person appearing in the official records of the court that appointed him, terminate this Lease and forfeit the Lessee's interest in the Premises and in any improvements or facilities in or on the Premises. For the purposes of this section, the Lessee shall be conclusively presumed to have became insolvent if the Lessee: A. Has a receiver appointed to take possession of all or substantially all of the Lessee's property because of insolvency; B. Makes a general assignment for the benefit of creditors; or C, Allows any judgment against the Lessee to remain unsatisfied and unbonded for a period of 60 days or longer. 25. CtMJIATIVE RZVEDIES: The remedies given the Lessor in this Article shall not be exclusive but shall be cumulative and in addition to all remedies now or hereafter allowed by law and elsewhere provided in this Lease. 26. MAXIML' RE VERY FOR BREACH Anything hereinabove to the contrary notwithstanding, in no event shall the Lessor be entitled to recover, in any action, any sum, either (1) as rent, (2) as damages for loss of rent, or (3) as an amount necessary to compensate the Lessor for the detriment proximately caused by the Lessee's failure to pay rent, in excess of that rent which has been earned but is unpaid by the Lessee plus one year's annual rent as then adjusted pursuant to section 3. ARTICLE 10 NHSCELLANECCS PROVISIONS 27. WAIVER OF BREACH: The waiver by the Lessor of any breach by the Lessee of any of the provision of this Lease shall not constitute a continuing waiver or a waiver of any subsequent breach by the Lessee either of the same or a different provision of this Lease. 28. SURRENDER OF PREMISES: On the expiration or sooner termination of this Lease, the Lessee shall surrender the Premises, all improvements in or on the Premises, and all facilities in or on the Premises, in good and safe condition, reasonable wear and tear excepted. 29. ATI'ORNEY'S FEES: Should any litigation be commenced between the parties to this Lease concerning said premises, this Lease, or the rights and duties of either party in relation thereto, the prevailing party in such litigation shall be entitled, in addition to such other relief as may be granted in the litigation, to a reasonable sum as and for attorney's fees in such litigation which shall be determined by the court in such litigation or in a separate action brought for that purpose. -7- 30. NOTICES 1D LESSOR: Except as otherwise expressly provided by law, any and all notices or other communications required or permitted by this Lease or by law to be served on or given to the Lessor by the Lessee shall be in writing and shall be defined duly served and given when personally delivered to the Lessor, or, in lieu of such personal service, when deposited in the United States mail, first-class, postage prepaid, addressed to the Lessor at the Office of the City Attorney, City of National City, 1243 National City Boulevard, National City, California 92050. The Lessor may change the Lessor's address for the purpose of this section by giving written notice of such change to the Lessee in the manner provided in the next section below. 31. NOTICES 7D LESSEE: Except as otherwise expressly provided by law, any and all notices or other communications required or permitted by this Lease or by law to be served on or given to the Lessee by the Lessor shall be in writing and shall be deemed duly served and given when personally delivered to the Lessee, to any managing employee of the Lessee, or, in lieu of such personal service, when deposited in the United States mail, first-class, postage prepaid, addressed to the Lessee at 815 Third Avenue, Suite 205, Chula Vista, California 92011. The lessee may change the Lessee's address for the purpose of this section by giving written notice of such change to the Lessor in the manner provided in the next section above. 32. BINDING ON HEIRS AND SUCCESSORS: This Lease shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties hereto, but nothing in this section shall be construed as assent by the Lessor to any assignment of this Lease or any interest therein by the Lessee except as provided elsewhere herein. 33. PARTIAL INVALIDITY: Should any provision of this Lease be held by a court of competent jurisdiction to be either invalid, void, or unenforceable, the remaining provisions of this Lease shall remain in full force and effect unimpaired by the holding. 34. SUP AND ONLY AGREENENP: This instrument constitutes the sole and only agreement between the Lessor and the Lessee respecting the Premises, the leasing of the Premises, the construction on the Premises, and the terms herein specified. 35. TIME OF ESSENCE: Time is expressly declared to be of the essence with respect to this Lease Agreement. 36. CONSTRUCTION: The parties acknowledge that each and its counsel has been given the opportunity to review and revise this Lease and that the normal rule of construction that ambiguities are resolved against the drafting party shall not be employed in the construction of this Lease. -8- 37. SECTION HEADINGS: The section headings at the beginnings of the sections of this Lease are for convenience only and do not constitute part of this Lease for the purposes of interpretation of the terms of this Lease. 38 MEMORANDUM OF LEASE FOR REiCORDING: Neither party shall record this Lease without the written consent of the other, however, Lessor and Lessee shall prepare and execute a memorandum or "short form" of this Lease for the purpose of being recorded. Said memorandum shall set forth the description of the Pram, specify the term of the Lease and the Lessor and Lessee, and shall incorporate this Lease by reference. ARTICLE 11. SCREENING 39. SCREENING: As a condition of this Lease, the Lessee agrees, without cost to Lessor, to cause the installation of 100 lineal feet of 24 foot high netting mounted on four inch steel poles in the area of the Seventh Tee of the Las Palmas Golf Course, and to cause to be planted "Lemon Scented" or "Silver Dollar" eucalyptus trees (or equal to be approved by the Lessor) along the west side of the leased premises, as a barrier to golf balls. Said trees shall be 24 inch box, shall be spaced 15 to 20 feet apart, and shall not exceed 10 in number. The installation of said netting and trees shall be satisfactory to the Lessor's Director of Parks and Recreation, and shall be accomplished prior to any vehicles being parked on the leased premises, and in no event later than 75 days of the date this lease is executed. ARTICLE 12. INDEMNITY AND INSURANCE 40. INDE2+NIFICATION: Lessee shall indemnify, defend, and hold harmless Lessor, and its officers, agents, and employees from all liability, loss, claims or actions, including defense costs, arising out of Lessee's use of Lessor's property. 41. INDEMNIFICATION PROVISIONS: The Lessee shall obtain from all purchasers of all units in Lot Three agreements whereby said purchasers agree to indemnify the Lessor and its officers, agents, and employees from all liability or loss arising from the Las Palmas Golf Course. Such agreements shall be in the form indicated on the attached Exhibit "B" 42. INSURANCE: The Lessee shall take out and maintain, throughout the period of this Lease, comprehensive general liability insurance with minimum limits of $1,000,000.00 combined single limit per occurrence, covering all bodily injury and property damage arising out of this agreement. -9- This policy shall name Lessor and its officers, agents, and employees as additional insureds, and shall constitute primary insurance as to the Lessor, its officers, agents and employees, so that any other policies held by the Lessor shall not contribute to any loss under said insurance. Said policy shall provide for 30 days prior written notice to the Lessor of cancellation or material change. Prior to ccu¢nencement of this lease, the Lessee shall furnish Lessor a certificate of insurance and with original endorsements affecting coverage required by this clause. The certificate and endorsements for the insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate and endorsements are to be received and approved by the Lessor before this agreement is signed. The Lessee shall keep the improvements located in Lot Three insured against loss or damage by fire in the amounts not less than 85 percent replacement value. If the required insurance coverage is provided on a "claims made" rather than "occurrence" form, the Lessee shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this agreement. If the Lessee does not keep insurance policy in full force and effect at all times during the term of this agreement, the Lessor may elect to treat the failure to maintain the requisite insurance as a breach of the contract and terminate the Lease as provided herein. Insurance provisions of this agreement may be reviewed by the Lessor every five years, and the required coverages increased in the same proportion as rental payments increase pursuant to section 3 herein. DATA: 24TH & NEWELL, LTD., Lessee By Randolph, Alexander and Smith 'Prop Mgmt Co,. I]ATED: c; / CP? -10- David R. A. Smith, Pres. CITY OF NATIONAL CITY, lessor AREA "B" Being a portion of Quarter Section 128, Rancho De La Nacion in the City of National City, .County of San Diego, State of California, according to map thereof NO. 166 as filed in the office of the County Recorder of said San Diego County being decribed as follows: BEGINNING at the most westerly corner of Lot 3 of Las Palmas Park Villas as shown on Map thereof No. 9128, filed in the office of the County Recorder of said San Diego county on February 27, 1979; Thence North 44°42'48" West a distance of 54.50 feet; Thence North 22°34'13" East a distance of 84.93 feet; Thence South 77°31'34" East a distance of 103.10 feet; Thence North 74°05'28" East a distance of 15.00 feet to an angle point in the northerly line of said lot 3 being South 72°02'22" West a distance of 263.53 feet from the northeasterly corner of said lot 3; Thence along the northerly line of said Lot 3 South 17°40'53" East a distance of 60.46 feet, South 72°02'39" West a distance of 134.25 feet to the POINT OF BEGINNING. (Said Portion contains 0.287 acres) Exhibit "A" 4f J ZOO ©xz / V F,.X/ST/M /0' SEWER EASE- MENT REC. NOY,f6, /MMro, BK. tee2, i . 269 AND RECMAY /G, /l4T, dK. t409,f6 /32,O.R. N74'05'l6"E. /S G:' 03 0267 Ac./ /- / / LOT 3 / LAS PA L MAS PARK VILLAS MAP NO. 9128 / EXH/D/T LEASE AREA 'B" FAssociated Professional Engineering Corporation (elf) 2S4-24ee 2341 Reg Ave. San Diego. CA 92101-*E13 DRAWN DR. 'DRAWING NO. DATE 3/240/8 am- L-8 AREA "B" Being a portion of Quarter Section 128, Rancho De La Nacion in the City of National City, ‘County of San Diego, State of California, according to map thereof NO. 166 as filed in the office of the County Recorder of said San Diego County being decribed as follows: BEGINNING at the most westerly corner of Lot 3 of Las Palmas Park Villas as shown on Map thereof No. 9128, filed in the office of the County Recorder of said San Diego county on February 27, 1979; Thence North 44°42'48" West a distance of 54.50 feet; Thence North 22°34'13" East a distance of 84.93 feet; Thence South 77°31'34" East a distance of 103.10 feet; :ence North 74°05'28" East a distance of 15.00 feet to an angle point in the ..'rtherly line of said lot 3 being South 72°02'22" West a distance of 263.53 feet from the northeasterly corner of said lot 3; Thence along the northerly line of said Lot 3 South 17°40'53" East a distance of 60.46 feet, South 72°02'39" West a distance of 134.25 feet to the POINT OF BEGINNING. (Said Portion contains 0.287 acres) NAT'L CITY ENOR. Iii_C;. t r=. 471 RF:F.GP- t-sjjC-t-66 r°; tr,="tr CKE7A.7 DP.i� fynCKP DATE- Exhibit "A" 41. Z0O Oaz cp..' r.0 / 4. 13- 0<� / // / f EX/ST//LU /0' 55h/E,P EASE- MENT SPEC. NOV 4 , 014 Bit22Q2, i% 269 AND REC.M4T /6, /947, A( !409, ftx /32, O.R. /K10'03'10"E. /0.5.4„, / 0287 Ac. / / LOT 3 LAS PALMAS PARK VILLAS MAP NO, 9J28 r.v �a�ir?dC3P_txai.iw. 4411 J 88 F= DATE CID_ DA'EMileBCKD DATE EXH/5/T LEASE AREA '5" Associated Profsssionai Enpineerinp Corporation (ate) ef4-l4fe 2341 FIM Ave. fan OMOo, CA 92101-1413 DRAWN OR. HOLD HARMLESS AGREEMENT The undersigned purchaser(s) of Living Unit No. _ of Fairway Views Condominums, for himself/herself/themselves and all of his/her/their successors, upon acceptance of the deed .f or said Living Unit, for good and valuable consideration,,receipt of =which is -hereby acknowledged, agree to hold Grantor of said deed, Grantor's agents and employees, Grantor's General Partner, American Golf Corporation, its -agents and employees, the City of National City, California, its agents and employees, and each of them, harmless from any and all claims, liabilities, losses, damages, and attorneys' fees incurred or made against Grantor, Grantor's agents and employees, Grantor's General Partner, American Golf Corporation, its agents and employees, the City of National City, California, and its agents and employees (collectively or individually) arising out of personal injury or property damage to any person or property, including but not limited to the property and agents of the Grantee(s), which arises from the flight of golf balls through the air over the hereinafter described PROPERTY, the entry of golf balls upon, into, and/or across said PROPERTY, and/orany improvements constructed thereon,and/or the entry of golf balls upon, into., and/or across any personal property located therein. This hold harmlessagreement shall not extend to the individual placing a golf ball in flight if such flight is the proximate cause of personal injury or property damage. PROPERTY: that entire real property located in the City of National City, County of San Diego, State of California, and described as Lot Three of Las Palmas Park Villas according to Map No. 9128 filed in the Office of the County Recorder of said County on February 27, 1979 as file number 79-084338, including the property and improvements conveyed by Grantor to said purchaser(s). The obligation of purchasers(s) hereunder shall run with the property conveyed said deed, and be binding on all successive owners of said property. Buyer Date Buyer Date Exhibit B