r·~ "MlNUit ·11EM uhls Calendar Item No. .a~ ... "as J.PJ.rovcd· as Mthute Item No. by the State ~ds

•mmlsi;ion· by a vote cf :Bt>:

D at its '4.•.111'•,... ~ CALENDAR ITEM 23. meeting.

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APPROVAL OF SUBLEASE FROM DEPARTMENT OF GENERAL SERVICES TO

SEABOARD RENTAL COMPANY, INC.

BACKGROUND AND PRESENT SITUATION:

6/80 WP 2589 Faber/Poe

In .. the .Prior cal.endar item (of this date> the Gorr _·ss1on was ~ske.d to al~thoJ;"ize the execution of a lease. ·Of the Malibu Pt~r property to t~e Department of General Services. The .p.urpos·e of t.h:is i tent is ~o ~ut:t1.or~ze the sub~ease of the property to Seaboard R.~n1::al Company (Seaboard). The Earadi0 s·e ·Cove pier~ owned by S~abo.ard Cl<:i~s~~l) and about 1,0 miles from 'Malibu, is currently under leas~ with c:he Commission. No problems have been experienced by staff with Seaboard und~r the latter le~pe. A copy of the proposed subl~ase is a ttacn~d as Exhibi·t "Cll •.

The effect of this sublease will be to provide additional revenue tto 'l"ahabilitat,e. the Malibu. Pie:r pursuant to the terms of Chapter 782 (1978) of the California Statutes. The pier will :..emain open to the public for fishing free of charge. ~he term of the new lease is for 10 years with an annual rental of $8,800 p~r annum. The sublessee will b~ '1"'$:1'1~'; l;'ed .to" carrv $l ,000,0.QO worth of liability insurance, holding ~he Stat.e as an ad"diti-qnal ln::iur-ad.

The prior calendar item conc•ins an explanation of the findings ,regarding Coastal Commission regulations, and environmentally significant characte~tstics. This transaction is considered categorically exempt bec~use the activity is not deemed to be a project.

EXHIBITS: A. Property Description. B. Site Map. C. Proposed Sublease Document.

IT IS RECOMMENDED THAT THE COMMISSION:

1. DETERMINE THAT AN EIR HAS NOT BEEN PREPARED FOR THIS ACTIVITY AS SUCH REPORT IS NOT REQUIRED UNDER Tt-!E PROVISIONS OF P.R.C. 21065, 14 CAL. ADM. CODE 15037.1 14 CAL. ADM. CODE 15060 AND 2 CAL. ADM. CODE 2903(d).

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2. FIND THAT GRANTING OF THE SUBl.EASE WILL HAVE NO SIGNIFICANT EFFECT UPON ENVIRONMENTAL CHARACTERIS_TICS IDENTIFIED PURSUANT TO SECTION 6·370.1 OF THE P.R.C.

3. DETERMINE THAT THIS PROJECT IS EXEMPT FROM THE REQUIREMENTS OF ARTICLE 6.5 OF TITLE 2 OF THE CAL. ADM. CODE BECAUSE THIS PROJECT IS NOT A DEVELOPMENT WITHIN THE MEANING

/. ..., . OF SECTION 2503 OF THE CAL. ADM. CODE AND SECTION 30105 OF THE P.R.C.

CONSEN!l' TO THE SUBLBASING OF PRC 2589 FROM THE DEPARTNENT OF GENERAL SERVIC~S ~O SEABOARD RENTAL COMP~NY, INC~ -EFFEGTIVE ON THE DATE 10F TRANSFER OF PIER OWNERSHIP TO THE S'rATE OF CALI.FORNIA THROUGH ESCROW NO. 7812937-10 WITH FIRST AMERICAN TITLE INSURANCE COMPANY OF LOS -ANGELES, ON T~RMS SUBSTANTIALLY AS INDICATED IN THE ATfACHED EXJUBIT "C".

S. AUTHORIZE STAFF TO·COMMUNICATE SAID CONSENT lN WRIT~NG TO THE PARTIES.

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EXHIBIT 11A11

LAND DESCRIPTION \·JP 2589

A parcel of tide and s~~-erped land lying in the Patific Ocean, City c= Malibu, Los Angeles County, ca·;:crnia, said parcel being ir.mediately beneath an existing pier, TOdE7HE= ~!7H a necessary use area extending no more t~!n 15 feet from extremi~ies c= said pier, said pier being adjacent to and ac~therly of that certain parcel :f land as des~ribed in GrP~t Deed filed Au;us: 15~ 1944. in Book 21117, Page 35;, Los Angeles County, R<:,...;:~~.

EXCEPiING THEREFRO': ar:. :crtion lying land\-:ard of the ordinary high \\·::er r.;ark of the Pacific Ocean.

END OF DESCRIPTION

REVIEWED JUNE 13, 153: :v TECHNICAL SERVICES UNIT, ROY MINNitK, SU?E~~:soR

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LEASE

THIS LEASE is ~ade and entered into this day of --~~~~~~-' 1980, at Los Angeles, Californ14, ~d bet~~en,

.Ji DEPARTMENT OF GENEPAL SFrRVIC¥=S, ~1ifox.ah41l1UpoM•••n., hereinaft.er ~ st«t __ /.:.,~ . ...{.~"' cal,}.ed "IAndlord" and SC:ABOARO RENTAL COMPANY, INC., a Califorhia /. , corporation, hereinafter called "Tenant."

I

Leased Premises

Upon the ~~rms and condition~ he~ein contained, Li~ndlord hereby loa.se~ to Teti:ilnt and Tenant hires from 'Landlord a portion of· ~hoss. cer~ain p;-.em;s~s with the1 ai:>purtenances ther~to, located in the ~ounty of Los Angeles, state of california, ~nd more particularly described a~ follows:

A parcel of ti :,,e and' submerg., 1d .land lying in tl1e Pacific Ocean, Ci,ty qf M4libt., ·T.l'.:s ~g~les l;9~nty 1 California, said parcel b~inq immediately beneath an exiSting pietf TOG£THER W~T.H a necessary use area extending no mor.!!! than 15 feet from i<ttemi­t:ies of said pier, said pier being adjacent to ar-t southerly of that certain parcel of land as described in Grant Deed filed August 15, 1944, in Book 21117, Page 357, Los Angeles County Records.

ZXCEPT!NG THEREFROM any portion lying lanaward of the ordinary high water mark of the Pacific Ocean.

TenGnt shall have the right of ingress and egress to and from the demised premises f~r patrons and tr~despeople doing business with Lessee; provided, however, that such rig~ts shall at all times be and remain .subject to all of c.he t~rms and· conditions ~tid provisions of this lease. Tenant shall ~e furnished with two (2) pa~king spaces J.a ~he ~a;c.::1-!1'1! l'Hlti1ug-sp1ces in the adjoining parking lots at no charge.

II

Term of r;:~

The term of this lease shall be for ten {10) years and shall commence on the day of JulyJ 1980, and end on che day of

, 1990, subject to Landl~rd'M and Tenant's unquaT.ifTed right -----to terminate this lease effective on or at any time af~er July 1, 1985, upon giving one year's prior written notice to the other party.

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.?£imary Uses.

The premises are leased to the Tenant for the sole purpose of oper~tin9, maintaining and conducting therein, ~nd Ten4nt agrees at _a~~ time~ to operate, maintain and conduct therein, a sportsf ishing and pierfishing business together with a retail business wherein Tenant shall sell; an.r\ cffer for ,sale to the general public, fishinq bait, tackle and rel~ted equipment and supplies and a cafe-sn~ck bar and restr9oms. Land• lord -is hereby 9rantlng to Ton~"t the exclusive right to conduct such business .on the premises and shall have no right ~o g~ant to anyone else the -sam~ or simila~ rights on the balance of the Malibu Pier.

Tenant shall not use the Jremises to sell any article, of merchandise, or to conduct ~n~ activities or sell or dispense any servica except as specifically al).owed herein and Laf\dlo7;d shall have the right to injunctive relief to e~~orce this pr9visi6n.

The use of the restrooms on ·the Malibu Pier shall be available to the general public b~;· shal+ be maintained in a clea~ and san~tary cond;tion and in w~~king order'by T~nant. Jfo char~e shall be made· for the pulllic to- fish ·fro~ the pier.

xv·

Tenant agrees to pay to Land~9rd as rental for the premises, wi~out deduction o~ off-set, at such place as may be designa~ed from ·time tq time' b:· 't.andlord, an annual rental during the t~rm he;-eof in the amo1:1nt of EIGHT THOUSAND EIGHT HUNDRED ( $8, 800) DOLLARs l)ayaple on O,J:' before ,the beginning date of this lease and on or before each anniversary of \ts begi:rming date during each year of the l~ase term. Should the lease be t~rminatea prior to its normal eKpiration date, the rental paid in aovanc~ for the last year shall be prorated on the basis of a thirty po} clay month.

v

Reguired and Prohibited uses

Tenant shall conform to and abide by all rules and regulations rela~!ng to the cperation herein authorized and shall be subject at all times to ~pplicable rules, re<]Ulations, resolutions, ordinances and otatutes 01f the County 0£ Los MCJeles, the state of California, tr;~ Federal Government and all other governmental agencies where ~pplic~ble1 and where permits are required for such operations the same must b~ first had and obtained f.rom the regulatory body having jurisdiction thereof before such operation i~ undertaken.

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Tenant shall not do oc- pftrmit anythinq to be 4on• in or about th~ premisas or building or keep anything thei:~in which will in ·any way increase the raee oi tire insurorice U!X'•~ the builrlin9 where the premises are situated. No auction, fire or bankrup~cy s~les may be condu~ted in the premises without ~andlord's written con"ent. Tenant shall not p~r~orm any acts which may injure the building or be ~ nuisance or menace· to other tenants in the pier compl~x, ·ind shall keep the premises and walkways ~djacent thereto ahd any loading platform or service areas allocated for the uae·of Tenant (whether or not such use be ex~lusive), cl~an end free from rt;tbbbh and dirt at all times and shall store all trash and garbage within the premisea or in such areas as Landlord may desi9nate. Tenant shall not burn any trash or garbage in or about the pr~ises.

Landlo~d shall pe~f orm repairs to tho pier necessitated by riorm4l wear and tear, excludin9, but without being limited to, damaqes covered under Section XIV hereof and repairs to the ~uel systam and tank, the rt3pair of which system arid 1tank shall be the o}?liqation of Te~~P~· Ten~nt shal~ ~~in~ain ~~e pr¢m~ses ;n a ~afe, r.l~an, whol~some ·and sanitary condition to the satisfaction of Landlord. I.~ndlord and the County of Los AnqeleB shall have th~ right to enter up0~ aqd inspect th~ p~e{nises at any time, for cleanliness and safety. If Lan~lord1 ~ai+s, neg~ects. or refuse~ to com.~ence repair work within thir;y (30) .ilA11R "'fter ..,.,.1 tten· noti"e hac: bee·n ......... oe..:i "'" fTl.>n.-nt- - "''" ,,. •. ,ct - ~e~1 ........... u_.,, - u -~-- • . .,., • - , _.._ __ • - -1 --··-··-r -- -~---r •• ~--...., . ..-or refu~es to pursue said repa.~~ work with reasonable diligence to completion, Tenant shall havA the right at its sole option to per~orm or cause to be pe~formed said rep~ir work and to deduct the r~asonable cost thereof from the rent; next du.~. ·o:i;,, T~n~~t, ~t; ~ts sole- option, may surrender the pre.'llhses and shall no.t be iiabie £or 9ny r"J.;-thor rental. u~der this \eas~~ Tenant hereby acknowiet19es that Landlord~ ·i!'ltends to substantialiy ~verhaul the Malibu Pier1. however, ·Landlord agreiiq to keep to a minimuri,\: 'the interference with Tenant;' .s business. Tenant sha'l,~, to the fullen~ extent possible, retain rights~- ingress and egress to-~qe premises q,uring periods of constructiqn, etc., by ·Landlord. However, i'E such. work dontl ·by Land~_ord causes Tenant to 1.o~~ .access of custo!tlers to and frq~ its business, there shall be an abatement of re~~ for .such period· oif time.

Tenant a9rees to re~rain from int~rf~~~i~; with Landlord's recortstruction of sai4 p~er. r~il~~~ ~~ ~o so rnay, at Landlord's option, ·1be deema4 Di brt:lacn ;:;f "t.td.n lease and al.lo\# Landlord to terminate th!e l~u~ and/or l~rin<J an !!11t~1;n for da!1'.~gQ8·

No goo~s, merchandise or material shall be kept, stored or so~d in or ~bgut the premises which a~e in any way explosive qr hazardous1 and no offenuive or dangerous business shall be carried on therein. No machinery or apparatus shall be used or ~perated on the premises which will in any way injure said premises or improvGments thereon or adjacent or other pr:emisos or impro11t:1t1t)nts thnreonr provided ~hat nothing herein shall preclude Tenant from building, Keoping or usin9 on or about ·the premises such materials, supplies, equipment and m~e~·~nory tls are apr,ropriate or cuatomary in carrying on Tenant's busi­ne~4 or from carrying on Ten~nt's business in all usual respects. Open

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fl&me woldlng ot burning; other than for emor9ency repairs, is expressly prohibited without Landlord's prior writt~n consent. Tena~c shall p~y tor any and all licenses required in connection with the us~ or operation of the leased premises.

No signs or awnings 'shall be erected or maintained upo11 the pr.emises (other than inside the pre~ises), except such signs as show the busines" or profeos~on of Tenant.

VI

Subj~ct to Lease from State and'~continui tv of OWnershi_e Tide and submerged L~nd Lease

'l'enant fully understands that Landlord now has a certain •ride a~d Submerged;Land Lease fro~ the State of California S~ate Lands Commis­sion (h~rainaft~r .re..ferred to as ~Commission") covering an. area of tidal :nd subrner99d l~nds adj.~cent tc ·the p~operty -cwn~d ·by Landiord, and that the said Mdibu Pie• is ,now built on such tidal and submerged l<2lndsi that said lease for clarity is. designated, "T.ide and Submerged Lan~ Lgase" and Landlord herein is de~ic;nated the Lessee therein1 that this !n~ta!).t lQa:=a·, the pr9v:biion.s hereof, and the term ·herein demised, at all t{Jnes 'is and ~hall be, subj~ct to the a~orementioned. Tiqe ang Sub­merged Land Lease the terms of which, by this ref~rence, are incorporat~d herein {said lease is attao,ched hereto as Exhibit. "B") r and th..i,s instant lease, and t~e te.rm he!'ein demisad', and any extensi~n thei:eof, is ~imi·c.ed and conditioned accordingly.

The right is hereby created ill the Commission to enforc:a thi~ lease either in laH or in equity.

VII

Insurance

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I (a) Casualty Insurance. Tenant sltall maintain in fu.tl force.

and effect during the term ~f this lease, comprehensive general liability ·insurance with bodily injury and property damage liability limits of not .. ,,w-\' _ ' less than One MilUon Dollars ($1,000,000) single limit and Fifty Thousan~~ '.a Dollars ($59,000} property damage; andJ..e(lnnt agrees 1:hat Landiord1""tne·. vYv\ .;~v\,,:. Commission and their re$pect.i.ve agents~· a'ifci'er.1ployees, shall be na.'lled as ~\ l'~'\a.sfv-1 additional insureds under such liability insurance policy or policies. ~<:,

A duplicate policy evidencing such insurance coverage shall be filed with Lclndlord within ten (10) days after the execution of this lease by Landlot'.d and prior to any entry upon the premises herein demised, and said policy shall provide that such insurance coverage shall not be cancdled or reduced without at least thirty (30) days prior written notice to Landlord. At least thrity (30) days prior to the expiration ot any such policy, a policy showil\q that such insurance coverage has been renewed ot extended sh4ll be f iied wich Landlord.

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indemnify, protect .~nd save hat~~ess Land~ord"and C9mmission· ~nd their respective directors, officers, agents and employees from ar.~ and all cl'aims and liability~ includ:i.n9 exp.anses inC:urred in defendinq a9ainst the same, for the death of or injury to persons or dama9e t:o property, ineludin9property owned or controlled by or in tho possession of Land .. lord and any of their officers, agents or employe~~· that may in whole or in part arise from or be caused by (i) the operation, ·maintenance, use or occupation of the herein demised premises by Tenant. (ii) the acts, omissions or nag!~gence of Tenant, Tenant's agents, officers, employees or permitees, or (iii) the failure of Tenant to observ~ and abide by any of the terms or conditions of this lease or any app\icable law, ordioance, r~le or regul~tion; the obliqatio~ qf Tenant to so relieve, indemnify, protect and save harmless Landlorq, the Commission, and ~~ch cf their d~rectors, officers, and employees, shall continue during any p&rio~ of occupancy or of holding over ~Y ~enant, T~nant's a9ents, officers, employee~, or permitees, beyond the expiration 'jr other ter~nation ~f this lease.

(c) Worker's Comnensation Insurance. Tenant shall maintain in, fol:'ce, qurirtg the te'r~ of this lease, worker's c:ompensation insµrance in an amount and type requiTed by law. A ceruificat~ ~videncin9 such insurance coverage shal~ be filed with Landlord p~ior to commencement of the term he~eof.

(d) Insurance on Tenant's ·Fixtures. Tenant shall maintain in force a policy or policies of fire insurance with a standard extended coverage endorsement on all fixtures and equipment on the premises of one hundr~d percent (100\j of their insurable value, the procee~s of which wiH, ~o long as this lease is in effect, be used for the repair or .replacement of the fixtures or eq~ipinent so insured.

(e) Waiver of insurer or Su.brogation Ri<ltit:s. Tenant sha'll proc:ure, fort,qwith after the execution of this lease, from and cause each of the i~surers under all policies of insurance pertaining to the demised premises and to Tenant's business to be conducted thereon, and shall hereafter fo~~hwith upon becoming insured under any such policy ~f insurance procure from and cause the insurer. to, in wr~ting, and for the ekpress ben~fit of Landlord:~~·d'&mritri~i'O~:-..~aive all rights of subrogation which said insu~er might otherwiRe, if at al~, have as 49ai-nst Landlo~u, the forc:qoln~ .1.racluding, tho fc.tl~.:ing being b~l '."!a~' cf. specification and not by way of limitation, all poli~ies of fire, public liability, theft and worker's compensation insurance now or hereafter during the term hereof: of Tenunt.

,f) Failure to ~rocure Insurance. In case of failure of Tenant to procure or renew the insurance required under this lease, Landlord may, at its discretion, procure or renew ouch insurance anq, pay any and all prcmiwns in connectfon therewith, and all monioo so paid by Landlord shall be repaid by Tenant upon demand.

•• ~er.en; shall pay for all water, 9~s, heat, lights, power, telephone service, fuel and all other ouch services <:1nt! public utilities lupplied. -ioo ,th~ demised premi,s~~, Ot' to Ten~nt in anl' area of Malibu Pieri ·ati..Cl Lar,dlord sh.:ill at its own cost and expense install sep>1r&te meters cqvering the fo~egoing.matters, if nacassary.

Tenant shall pay tor ·the di-apu-aa~ ~o-r i~s geriJag-e ·ana other trash, which shall be done in a mariner consi~tent wit~ good practices. All containers for such waste products s:tlall be furnished by and at its sole ex~ense and ~haH be k~pt; in a clean and eanita.ry cond.i.tion and in whatever area is designated by the Landlo~d for that purpose.

IX

Maintentmce of cesspool

Landlord hereby conv~nants and agrees th~t if it !h~ll become n~c:~ss<1ry .;.t .;.;-~ ~irna during· the· ·te~m ot thiS lease, to pump out either t~e ~xistinq cesspool sy~tem, an ~Ktensio.~ of "Same, or a new one, then L~nd~ord shal,l pay for any and ~ll sums for such purpose.

x

Removal of Pers•bnal . P:cooert:t

In addition to the within l'.'ease of the demised premises, Tenant has separately purcrased from Ma.lib~ Pi~r Corporation personal property of said Corporation consisting of ttade fix~~es, ~_q~~.Pm~n~ a]Jg i:1 .. um.b:rh:i:uy::f uuw ,::i·.i.:i.uacc;:a· wi:enJ:n cne «lentl:sea pre·mises. Upon termination of this lease; Tenant shall have the -right to remove all such fixtures, etc~ but shall be required to repair any damages to the demised premi'ses caused by such removal.

XI

Alterations

Tenant shall make no alterations, improvements or additions to the premises which a~fect the exterior thereof, or any ttructures, mechanical or electrical part thereof, without first obtaining Landlord's and the Commission's written consent. All alterations, additi~ns, improvements and fixtures, other than trade fixtures not affixed to the re4lty which m~y be made or installed by either of the parties upon the premises, &nd which, in any m~nne~ are attached to the floors, walls or

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ce.Uinqo.,. rlha.ll .. be. the pr:-operty ~( ~he I,Andlot'd and at the termination ot this lease shall remain u{)on and be surrendered with tho premises as a part thereof without disturbance or injury. Any iloor cove~ing shall b~come the ~roperty of Landlord. Tenant shall not mark, drill or deface any walls, ceilings, part·itiC)ns, floors, wood or iron work, without Landlord's ~r~tten con~ent.

Tenant agrees to pay, whon due, atl sums which may become due fc.'>;- .~.ny. ~.Ab~r,,_ ~f!!~V~~~-' ~t~~~~!~.1. ~~P.P!;'~ 9;- ~quipment, furnished to or tor the Ten~nt in or upon the premises~ including any amounts whi~h inay be secured by any lien against ~ho premises ~nd/or, Landlord's intatest ~h~~~in, ~nd T~nant will cause e~ch ~uch lien to be fully di=chargcd· ~nd released ~t ·the time the-performance of any obliqation secured by anr such lien be9c:Jrnes du,e. Tenant recogniZes and acknowledges that the ,pier !a on9inoered to withstand stress ·by swaying and moving witn the eid:es, and currants, and tha. shock o~ la~dinq vessels. Tenant shall have p9sted an~ recqrded and ma~nta!n-on .the prerriisas ·for thG banGfit of tandlord such Notices of Non~Responsibiiity as are provided for unde~ ~he r1echanics •· Lian· ·x:...iw of .C.:l-l:if~rni~·

Tenlilf,l~ $}1~li not keep or nisplay any~h'inq on or otherwise ob9-troct the sid~alks or ~real.~ways adjacent to the premises wit;nout. the L~ndlord' s wr~~~cn consent. ·TeMnt shall keep any ci~spl.ay windows ~n the preniises w~ll lighted from dusk until sµch reason:able time as t;.~f\d• lord may determine from time to time, unless prevente:d by cause beyond the control of Tenant.

It is further ugreed that all such alteraUons, improvements, or additions shall only be undertaken pursu.ant to the? terms of 'the Tide and Submerged Land Lease referred to in Secti9n VI, !:;upra.

Auctionsr Siems

Tenant sh~ll not conduct or permit to be conducted any sale by auctio.n. on s"id premises. Tenant shall ~ot place or permit to be placed any sign, .marquee or awn.lnq on the buildinq constitut.tng a p&rt of' the demised pre:nises without the written conse~t. of Landlord.

Throu9ho1,1t the term of this lease, Tenant, upon l~~uest o~ Landlord, shall im.Tiediately remove any sign, advertisement or decora~ion which Tenarit has placed or permitted to be placed in, on, or about the front of .the demised premises and which, in the opinion of Landlord, is objectionable or of fenaive, and if Tenant fails to do so, Landlord m~y enter upon said premises to remove said· objectionable sign, advP.rtisement or decoration an~ char9e to Tenant as additional rent the co~t ~f such removal7 and Tena.nt shall not place or permit:. to be placed 'lpon the sdd sidewalls, ~~ar w~ll or roof any siqn, advertisement or notice without the written cons1.mt ot Landlord.

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Aesicmment or Sub .. Lettina_

'Tenant shall ~ot assi9n, mortgage o~ hfpothecate this iease, or any ~nt~rest therein or sublease the same or any part ,thereof, or pe~ t the use of the premises by ~~Y person or persons·. other than Tenant without Landlord's and the Commission's. prior wr~~t~n ·consent, which consent shall not b" unrel'\~onably withhdd. Any transfer of -.this i·e·a•e !tam Tenoin·t i:>y metqer, convond.ation· or· ilqui:aae1on, sfta1+ consti• tut~ ~n assi9nrnant for purposes of thi& lc.:1&c. If Tanant is a corpor4..,. t!on, then th~ s~le of a majority of Tenant's· capital stock shall be deemed an assi9n.rilent of this lease which cannot be effected without the prior written consent of Landlord and Commission. ·

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Landlo~d rese~ves the riqnt to promulgate such re~sonabl~ *ul.es and r~gula ti on~ reiatin9. ·to the use 'Of' premises, th~ park.f:ng ~r~.~s 'nd the common area'S, and -~ny part or pa~.t~ t.)lereof, ,afl Landlord may detm ap~roprtate and for the.be¢t intei:es~s Qf th~ P.ler eomp!~x, and T~nant aqrees ~o abide by such r~les in th~ obse~vance the~eof. such rules, an4 regulat~ons shali'be binding upon Tenant µpon delivery of a c9py thereof to Tenant and may be am~nded from time to time ~Y Landl~rd. All such amen~ents shall be effec~ive upon delivery of a copy thereof to Tenant.

Parkinq Areas

Landlord agrees to manage and maintain all parkinq ar~~s, roads and common areas within the 'pier comple~. The manner in which Buch areas shall be maintained an4 th~ expenditu~es therefor sha~l be a.t the sole discretion of Landlord and the use of such areas and facilities shall be subject t~ such reasonable regulations as Landlord ah4ll mak~ from tim~ to t¥ne· It is dpeeifically understood that Land­lord has and will charg, rea~onable rates for customer parkin9; and L4ndiord agrees that he will not char9e·Ten&nt's customers at any higher rate than other customers of Malibu Pier or its other tenants.

Tenant shall not allO'ti or permit any delivery, or other type of trucks or any oth~r kinds, or type, of motor vehicles to block the driveway, or to go, drive, or be upon the said pier proper, or any part thereof.

II

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Access to Promises

Landlord' and its desiqnees ·'shall have the ri9ht:. to enter upon ;he pr&n~ses ~~ ~il reasonable hours ~nd in any emergency to inspeot the ~ame, to make repairs, additions or alterations to the~ premises and to post any "To Lease" signs wi~~in ninety (90) 9~ys of the cmd of the l~~!!~ te?:m.

xvu

Aninent Domain

If the· whole or ~~y subst~nti~l p~rt of the pram.i~es hereby UJUed shall be taken by any.paramount publ~c authority un·4er tne power of e!Tlinent domain, then the terms of this lease shall cea~e as to the pert ~O· ·t~lten ~frcm --tho ·day· th'? ,Po~sea:;i:C!n ~f ·th::.t p~rt s}l'7rl~J. b6 taken tor ~ny 'PUb.l.t;e purpose, and from that day Tenant shall haye tl1e i:ight to ei~~~r cance~ this lease or to .continue in possess1.on of t:.ho ·:remainder ot tfi~ premises under the te;-n\ here~n p~ovid~d, except thlkt the squaro i!OO.~ r~nt~~ ~hal:l ~~ rec;luced in prqpor.i;ion to the a'l!lount <lf the premises take~.

Any d~ages awa:i;-ded for such taking shall be px·c~rated between L~n4lord, the Commission and Tenant, based upon the valUEt of Tenant• s p~~s~ssory interest for the balance of the lease term ancl· the balance to ;andlord and the Commission, Tenant shall be entitled tq any portion of t)le awa~d made for loss of business, install:ations or strud;ures or o~her ·improveme~ts belonging to Tenant immediately prior to the taking of possession by the condemning euthority.

Su'bordinatinn

Tenant agress that this lease shall be subordinate to any ~~rtga~es or trust deeds that are nQI.( Qr may hereafter be placed upon ~aid premises and to any and ail advances rnade or to be made thereunder, ~nd to the int.ei:'t=st:. thl!reon and all renewals, replacements and t'xten­sions thereof, provided that the Mort~gee or beneficiary named in said mortga9es or trust deeds shall a9ree to recognize the lease of Tenant in tHe event of foreclosure if Tenant is not in default. If any mortgagee or beneficiary eleqts to !)ave this lease superior to its mortgage Ot'

deed or trust ~y notice to Tenant, then this lease shall be dee~ed 3Uperior to the lien of any sur.h mortgage or trust deed, whether this lease is dated or r~corded before or after said mortgage or trust deed.

CAt.£NOAR PAGE

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T•nant a9~e~s at any ti~e and from time ·to t:im~ upon .no~ less th~n ten (10) days prior request by Land!or.df to ex~dute, ~cknowled9e ~nd del~ver to !:an4lord a stt\·t~!l'~nt, J.n wrlting, .:erti.~yitl9 that: t:hls lease is unmodifi~d and in full force and effect (or if there have been modificadons, that th\'! same ·ia in. full forcQ and effect All modified and etating the modifications.),, an~ the dates. to which the fixec'l rent aJld other charges have been paid in advance, if .int, it be1n9 ii)tenrled that any such statement deli'\i·~red pursuia •. ~ ·to this sub-para9.raph m.sy be relicc;l v.pon by any prospe..::tive purchaser, mortgagee or assigMe of any mortgage~ Of ihe premises.

If. Landlord desires 't..> finance or re-finance the Malibu Pier pr9perty, .iJlcludinc; ·the premise~ C)r .any part there<;>~, 't~ncin!; agr£!es to daliver· to.any tender de~ignated ~Y Landlord, such fin4ncial statement~ of prof it and loss of Tenan~ ~~ ma~ be reasona~ly required by such · lender.

XIX

~$1ies in the Evant. ot Oefaul t

(a). Defaults. The·occutrerice of an~ one or more qf the following events shall consti~ute a material d~f~ult and bre~ch lease by ';enant:

(1) The vacation or ~bandorunent of th~ ~remises by Tenant.

(2) The failure by Tenant to make any payfoent qf rent or any other payment required to be made by Tenant hereunder, ~s and when due, wh~re such failure shall c~ntinue for a period of fifte~n (15) days ~fter wri~te~·notice thereof from Landlord to Tenant.

(3) The f.ailure by Tenant to observe or perform any of the covenants, conditions or 1provisions of this lease to ~ca observe:4 or performe~ by 'I'~nant, other th~\n d,escribed in sub-paragraph (2) above, where such failure sh~ll continue for a period of ten (10) days after ·written notice· there9f from Landl\~1rd to Tenant; provided, however, that· :i.t the nature of Tenant's defau.it ·~s such that more than ten (10) days is reasonably required fo+ ·its curie, then Tenant shall not bt.l deemed to be in default if Tenant col!llnenc~~g i;ouch cure within said ten ( 10J days period and thereafter diligently pl~osecut'3s such cure to completion.

(4) (i) The making by Tenant of any general assignment or general arrangement, for the behefit of creditors; (ii) the filing by or against Tenant of a petition to hava Tenant adjud9ed a bankrupt or a petition ~or reorganization or arrftngement under any law relating to bankruptcy (~nless, in t~e cas~ ofi a petition filed a~ainst Tenant, the ~arne is dismissed within sixty (6Q) days; (iii) the appointment of a trustee or receiver to take posse~sion of substa11tially all of Tenant's

~~~!~' ~o~~ted a~_~h~ p~~mi~e~ o~ ~f Ten~n~·~ ~~t~r~~~ ~n· ~h!~ l~aa~, vhere posse~sion is not restort!d' to Ten·ant within thirty (.~or days 1 or (iv) th~ attachmer.t, execution or other judicial seizure of substantialty al·l ot Tenant '·s assets loc:Attld at the premises or of Tenant\' s ·interest in this lease, where such sei~ure is not disch~r9~d·within thirty (30) d~ys.

(b) Remedies. in the even! of any such material de~au~t or breac~ by Tenant, t.a~dlord ~ay at any time thereafter, with or wit~out ·notice or demand and without limitin9 Landlord in the exercise of any right or remedy which L<lndlord may have by reason of such default or breach:

(1) Inunedi~tely re-enter and remove all pf:rsons an~ property from said premises, ~toring said property in a puplie warehouse or else"!here ·~t T~~ant's expense wi~~out liability on the part of Landlc>rd1

'(2) Should Landlord elect to re•enter ~s herein pro!Jic.\ed, or should LandlO-rd ta.<e possession pursuant to ltfqal proceedingn or pµr~u~nt to any not.ice. provided for by law, J:,andl:Ord m~y eitl'.er terminate this leas,e or Landlord may from time to time, withoµt terminatin9 this J.ease1 re-let said premise~, '<l'"" '\ny part thereof for the aec9unt of: ~enant either in Land+ord•s name or otherwis~, ~pon s~ch t~rms and condi•i tions and for such period (wbether longer than the ~~lance of the ·term· hereof or not) as Landlord may d~em,advisable, either with or without any equipment or fixtures that may ·be· si~uated th~reon or therein, in which event the rents received on any such re-letting during the balance of the term of this leas~, or any part ther~~f shall be applied first to the expenses of re-letting a.nd collecting, including necessary 1~enovation and alteration of the premises and a r~asonable attorney'$ fee and any real estate comr.tission ac~ually paid and, thereafter, toward payment. of al~ sums due or to becom~ due to Landlord hereunder, and if a sufficient sum shall not thus be realized to pay such r;erit and other chiir.sel?, Tenant shall pay to Landlord monthly and def, lciency and Landlord a1ay sue therefor as each monthly deficiency shall ri. 1e7 such monthly deficiencies shall be paid p~nctually when due, as herein provided, notwith~~anding the fact that Landlord may have received rental in excess ~~ ~he monthly rental herein stipulated in previous n1onths, and notwit:.hstandi·HJ the fact that Landlord may thereafter x.·6ceive monthly rental in ex\~ess of the monthly payments herein specified during subsequent mont~h~" No re­~ntry or taking possession of s~id pr~mis~s sh~ll t~rminate .this lease unless written notice of such intention is given to Tenant. Unpaid installments of rent or other sums shall bear interest at the highest legal rate from the date due. For the purpose of this sub-J?aragraph 1Fhe percentage rent for any period after any such default Mid entry by Landlord shall be deemed to be at a monthly rate equal to tne rate of yercenta9e rent which Tenant was obligated to pay Landlord durinq the next preceding ye~r, except that if such event shall occur during the first year, then ~t the ~ate for the then elapsed portion of the lease term.

CAlC~IDAR r.Mlt

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.. (3) Collect by suit or othe~ise ~&eh installmertt of

rent: or other &Wt\ aB it becomes due or 6nfor~~ by suit or otherwise any covenant or condition or term of thio1 :lease re~uired to be performed by 'l.'enant.

(4) Terminate this leue, in which ,~vent Tenant A',qrees to imme4iately st,trrender possession of said p.o:emises ,and to pay Iiandlord all damages Landlord ma1 i~cur by reason, of Tenant•s cle.fault, inciudinq the cost of recovering possession of said premises and i~clu~inq the worth a_t the time of such termination of the exc~ss·; if ti~y, of the amou!\t of rent and cnar9,es equivalent to ·th6 rent '.!:'~served' .~n this leaise, for the rtemainder of ".!he stated te;~m over the then re1'sonable rental value of said premisea for the reuminder of .said ~er:m.

(c) Default.by Lan~. Landlord shall not be i~ det~ult unless Landlord fails to perform obligations req~ired of Landlord ::1ithin" ten (10) days after writte~ notice ~Y Tenant to ~ndlord, ~pecifying wher~in Landlord has fa;~e' ··e·o perfor!l'l ~uch obligation; provided that if the nature of Landio.;/.i~ ;blig~tion i!? such tha~ more than ten ( 1 O} days are required for ptit~fOi:, 1ance, then Landlord shalt not be tn de!ault i ! Landlord c9mmences pl 't'~~.r.nance with±n such ten ( 1 t)) day period and th19reaf ter dil!gently· prosecutes the s~me to completion..

xx

Landlord May .Cure Defaults

In the event of any breach hereunder by Te~ant, Landlord may at any time, without notice, cure such breach for ~he account and at th~ expense o; Tenant. If Landlord at any time, by l'.'eason of such breach, i·a compelled to pay, or elec;ts to pay, any sum of money or to do any act wh.!cµ wig ~equi:;:~ ~he _payment __ of a_~y s.J.l!!t Q_; mon~~'-1. or i~ comJ>~l~ed t1> incur any expense, including reasonable attQr-ney•s fees, in inst:teut-ilfg, prosecuting or defending any actions or proceedings to enforce Landlord's· ~i9hta hereund~r or otherwis~, the S';Ul\ or sums so ~aid by Landlord, wi~h all interest, costs and damages, shall be deemed to be additional rent hereunder and rhail be due from the Tenant to Landlo~d on the first day of the monto follO).o?ing th~ incurring of such respective expenses.

XXI

Attorr\ey 1 s Fees

In case tandlord should bring suit for the possession of the prC'.fUises, for. the recovery of any S\µt\ due hereunder, or because of the breach of any cc Jnant herein, or for any other relief against Tenan~, d~clar:"tory or otherwise, or should Tenant bring any action for any relief' a9atnst Landlord, declaratory or otherwise, a:;i~~nq out of this lease, \!he pre•rai'l'ing p~rty in any such suit shail pay to the other reasonable attorney's fees fixed by the court.

CALENDAR PAO~

MINUTE PAG2

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~.

Should ta~dlord, without fault.on Landlord's part, be madG a party to any iitiq~tion injeituted by or against Tenant, or by or against any person holdi11g under, or using th~ premises by l.lc::erisa of, Ten.int or ~or the foreclosure of any lien for l4bo~ ~nd material furnished to or ·tor Tenant or any suc::h person, or otherwise arising out of or resulting f.r;om act or transac:t·ion ot Tenant or. of an~ such· pcrsc.~n, Tenant c::ov~nants to pay to Landlord the amount ~! .~~y judgment rendered. a9ainst Landlord or the demise~ premises or any p.trt-thereof, and any or all costs and expens~, including reasonable attorney• s fees incurred b:r Landlord fixed by the Court in or· in conn~ction with such litigation.

XXII

Waiver

On~ or more waivers of any covenant or cond;tioh by Landlord or Ten~nt shall not be .con3tr"Qeq-. as.-a ytalver of ·Ci suJ:>sequcnt -b~~ach of the sa.me· or any o~her covemq.t or .c:o~dition, and th6' consent or appr~val by either pl .~y to or of .~ny act by the ~ther party requiring. such p~;ty-• 6 consent or app,roval -~hall 'riot be deemed to- waive or rend~r unnecessary s~ch party,'s consent or apprqval to or of ~ny ~ubseq~ent sinu:lar ·act by the other party. '

XXIII

Holding over and Surrender

(a) If Tenant should ·remain in possession of the pr,em;s~$ after th~ expiration of the term-~n~ without executing a ney lease, then .such holcUnq over shall ~e ccmstr:U.ed .as . .Cl ;_~11~n~y '~gm JllOnth t;Q ~9!t~h, subject to all the conditions, prov.isions and obligations of this lease insofar as the same are applicable to a month to mpnth tenancy, at a monthly rental of Eight Hund~cd Dollars ($800.00) and snall otherwise be on the te.:ms and conditions herein specifi.ed.

(b) On the last day or sooner termination of th~ term, ~enant shall quit and surrende~ the premises in good condition and repair (reasonabl~ wear and tea;" and d.M\age by acts of God or fire excepted) togathet' with .all al~erat.ions, additions and improvements whi.::h may have been made in, to or on the premises. Tenant, on or before the end of the term shall remove all of Tenant's merchandise inventory from the pr~mises, and all inventory not so removed shall be deemed abandoned by T~nant. If the premises be not surrendered at the end of the term, Tenant shall indsmnify Land.lord against loss L'r liability resulting from delay by Ten~nt in so surrendering the premises, including, without limitation, any cl.dms made by succeeding tenant fo\.mded on such delay.

CAl.ENDAA P-AQt

fll,1NUTE PAq« , .

.Iii

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~a~age or Destruction

(a) .QJ.'lj:ion to terminate. In the 1 ~ven~ the premises shall be ,p~rtially or totally destroyea by fire or ot}er casualty, then, in any such event, IAndlord may, if it so e.l.ects, r'!- '~ild ot put said buildi'n9 or pier in 9ood condi~ion and fit for o.ccupancy wi~hin a reasonable time after such destruction or d~rnage, er may give ~otice in writing terminatinq this le~se as o~ a date not la~er than sixty (60,) days after any such damage or dest:-uction. If i;;·o.'<\dlord elects to repair or rebuild said building.· or pier, it a hall, withJ.r. sixty (60) days after such ln­jury, give Tenant notice of its intention to repair and then to proceed ~i~h .reasonable ~pee4 ~o make such repairs. Unless Landlord elects to terminate this leas~, this lease 6hall remain in full. force -a1\d effect. lt ~s unUers~ood and agreed that ,fn no event shail Landlord have any te:iponDibility to ·repair any damage, caused by Tenant'• Dam~9e cauaed by Tenant shall ba repaired by Tenant at the earliest date re{lsonably possible. -

b -<p> 'Portion to be R-ebuilt hv Landlord and Tenaitt. Should -~andlord ele~t to repair or reb~ild the-premises, the Land~ord•~ obligation sh~ll be ll;iiited to the basic pier, build~ng, store front· and exterior -and_ intei:'lor walls and Tenant shall forthwith furn·ish the premise~, ~nd sltaii ·forthwith replace or -fuily repair all exterior , signs, trade fixtures, ~qui~ment, di~~l3y cases, at Tenant1 s exp~nse.

Resezvations .....

'l'en_ant expressly agree~ that this lease and all rights here"'!' under shall b~ ~ubjec~ tq all prior exceptions, reservations, lea~es, -~:.:.c~.il<iu.;, .a<a$~mant:::, ~nd ::.i;nt:: cf way- of record now- exi.st:i.n9 in, to, over or affecting the leased premises for any purpose whatsoever.

XXVI

Notices

.ll:.ll notices, statements; de.rnands ,. req\l~ots, consents, appro'!al!! • authorizations, offers, agreements·, appointments or designations hereunder by either party to the other, shall be i.n writing, and shall be suff ictently given and served upon the ot.<her party i·f: personally ::ierved upon the other party, or if sent by United ~tates mail, postcge prepaid, addressed as follows: If sent to Tenant the same shall be addressed to the last knawn po~t ~ffice address of Tenant or to the premises1 if sent by mail to Landlord, the s.:ir.1e shall be addres~ed in care of its Real Estate Servjces Division, 650 Howe Avenue, Sacramento, C~ 9S825, and Depart.~ent of Parks and Recreation, 1416 Ninth Street, 14th Floor, Sacramento, CA 95814 1 or such other .:.ddre~ses as Lc1ncUord o;:- Tenant may decignate

• during the term of this lease by written notice to the other.

'cA\.~NOAl1 PMi£

MINUTE PA~i

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xxvu

Construc:tion

'l'he titles to the paragraphs of this lease are not a part of th!u lease and shall h~ve no effect uron the construction or into~pr~­tation of any part thereof. This instrument cont~ins all o~ th~ agree­==nte ~nd conditions mad~ between tho parties, hereto and may not be modified orally or i~ any other manner ·than by an agreement in writing signed by all of the parties hereto or their respect.ive successors in interest. Ti~e is and shall be of tho essence of each term and provi• sion of this lease. Except as otherwise expressly stated, each payment p>:ovided to be made by Tenant sha~\l be· in additio~ and not in substitu­tion f9r the other payments to be ~ado by Tenant. In the .event that aqy provision of this lease shall re:n~in in full ,force and effeet.

~III

Suecsssora and Assigns

·subject -to the provi·sions of thi!r, -le~se, hereinabove set forth, witil reference to assignments and tran~·.:~rs, t.r:: territS and pro­visions hereof ~hall }:)e binc;ling upon and inure to th .. 1 b .tq·a~it of the heirs, executors, ad!Uinistrators, successors and assigns ~! Land~ord and· Tenant •

IN WITNESS WHEREOF, the parties have e>eecuted this lease on t~e day and year first above ·wri~~en.

S'l'ATE OF CAL'FORNIA p~~~~TMENT OF GENERAL SERVICES

LANDLORD

SEABOARD RENTAL COMPMfY, me. I

a California corporation

'l'EAANT

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