{"id":41919,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/harbor-drive-and-28th-street-san-diego-ca-lease-san-diego.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"harbor-drive-and-28th-street-san-diego-ca-lease-san-diego","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/harbor-drive-and-28th-street-san-diego-ca-lease-san-diego.html","title":{"rendered":"Harbor Drive and 28th Street (San Diego, CA) Lease &#8211; San Diego Unified Port District and National Steel and Shipbuilding Co."},"content":{"rendered":"<pre>\n                         SAN DIEGO UNIFIED PORT DISTRICT\n\n\n                                 ORDINANCE 1707\n\n\n                      AN ORDINANCE AMENDING LEASE AGREEMENT\n                   BETWEEN THE SAN DIEGO UNIFIED PORT DISTRICT\n                   AND NATIONAL STEEL AND SHIPBUILDING COMPANY\n\n       The Board of Port Commissioners of the San Diego Unified Port District\ndoes ordain as follows:\n\n       Section 1. That lease agreement dated 22 October 1991 between the San\nDiego Unified Port District and National Steel and Shipbuilding Company, a\nNevada corporation, is hereby amended in accordance with Agreement for Amendment\nof Lease, Amendment No. 1, on file in the office of the District Clerk as\nDocument No. 32187.\n\n       Section 2. This ordinance shall take effect on the 31st day from its\npublication.\n\n\nPresented By:  DON L. NAY, Port Director\n\n\n               By \/s\/ DON L. NAY\n                 ---------------------------------\n                      ASSISTANT PORT DIRECTOR\n\n\nApproved:      JOSEPH D. PATELLO, Port Attorney\n\n\n               \/s\/ JOSEPH D. PATELLO\n               --------------------------------\n\n\n\nsw\n12\/2\/94\n\n\n\n\n                         San Diego Unified Port District\n\n                               Office of the Clerk\n\n                              CERTIFICATION OF VOTE\n\nPassed and adopted by the Board of Port Commissioners of the San Diego Unified\nPort District on December 6, 1994, by the following vote:\n\n\n\n\n\nCommissioners         Yeas     Nays     Excused     Absent     Abstained\n                                                \nSusan Lew              X\n                      ----     ----       ----       ----         ----\n\nJ. Michael McDade      X\n                      ----     ----       ----       ----         ----\n\nPatricia McQuater      X\n                      ----     ----       ----       ----         ----\n\nRobert Penner          X\n                      ----     ----       ----       ----         ----\n\nPaul H. Speer          X\n                      ----     ----       ----       ----         ----\n\nFrank J. Urtasun       X\n                      ----     ----       ----       ----         ----\n\nJess Van Deventer      X\n                      ----     ----       ----       ----         ----\n\n\n\nAUTHENTICATED BY:\n\n                                   [SIG]\n                                   ---------------------------------------------\n                                   Chairman of the Board of Port Commissioners\n\n                                                CHRISTINE M. STEIN\n                                   ---------------------------------------------\n                                   Clerk of the San Diego Unified Port District\n\n                                   By: \/s\/ JOCELYN M. TURNER\n                                      ------------------------------------------\n                                                   Deputy Clerk\n\n\n\n(Seal)\n\n\n     Resolution Number:___________\n          or\n     Ordinance Number: 1707\n                       -----------\n     Adopted:          12\/06\/94\n             ---------------------\n\n                                                   Document No. 32187\n                                                               ----------------\n                                         Filed\n                                               --------------------------------\n                                         SD UNIFIED PORT DISTRICT Clerk's Office\n\n\n                        AGREEMENT FOR AMENDMENT OF LEASE\n                                 AMENDMENT NO. 1\n\nTHIS AGREEMENT, made and entered into this 6th day of December, 1994, by and\nbetween the SAN DIEGO UNIFIED PORT DISTRICT, a public corporation, hereinafter\ncalled 'Lessor,' and NATIONAL STEEL AND SHIPBUILDING COMPANY, a Nevada\ncorporation, hereinafter called 'Lessee,' WITNESSETH:\n\nWHEREAS, Lessor and Lessee, heretofore on the 22nd day of October, 1991, entered\ninto a Lease of certain tidelands in the city of San Diego, California, which\nLease is on file in the Office of the Clerk of Lessor bearing Document No.\n27624; and\n\nWHEREAS, Lessor and Lessee are mutually desirous of amending said Lease;\n\nNOW THEREFORE, for valuable consideration, said Lease is hereby amended in the\nfollowing respects and no others, and, except as expressly amended, all terms,\ncovenants, and conditions of said Lease shall remain in full force and effect:\n\nA.    The description of the premises contained in the preamble of said Lease is\n      amended to read as follows:\n\n      Approximately 5,498,071 square feet of tideland area located on the south\n      side of Harbor Drive at the foot of 28th Street, in the city of San Diego,\n      California, more particularly described and delineated on the attached\n      five-page legal description and three-page Drawing No. 021-022, dated\n      April 21, 1994, attached hereto as Exhibits 'A' and 'B' and by this\n      reference made a part hereof.\n\nB.    Said Lease also is hereby amended by deleting therefrom Paragraph 2,\n      Subparagraphs 4(a), 4(b), and 4(d), Paragraphs 5, 9, 11, 15, 19, 25, 31,\n      37, 41, and 43 in their entirety and substituting in lieu thereof\n      Paragraph 2, Subparagraphs 4(a), 4(b), and 4(d), Paragraphs 5, 9, 11, 15,\n      19, 25, 31, 37, 41, and 43 as follows:\n\n2. RENTAL: Lessee agrees to pay to Lessor rent in accordance with the following\nschedules and procedures:\n\n(a)   The term of this Lease shall be divided into a series of rental periods.\n      The first rental period shall commence on the\n\n                                      1\n\n\n\n\n\n\n\n      commencement date of this Lease and shall end on March 31, 1991. The\n      second rental period shall commence on April 1, 1991, and end on October\n      31, 1991. The third rental period shall commence on November 1, 1991, and\n      end on September 30, 1993. Each successive rental period shall consist of\n      one hundred twenty (120) months and shall commence at the expiration of\n      the immediately preceding rental period. The last rental period shall be\n      reduced in term in order to coincide with the expiration of this lease.\n\n(b)   The rental for the first rental period of this Lease shall be One Hundred\n      Eighty-Two Thousand Seven Hundred Twenty-Four Dollars ($182,724) per\n      month. The rental for the second rental period shall be Two Hundred Eight\n      Thousand Four Hundred Eighty-Eight Dollars ($208,488) per month. The\n      rental for the third rental period shall be One Hundred Ninety-Seven\n      Thousand Eight Hundred Eighty Dollars ($197,880) per month. The rental for\n      Parcel Nos. 1, 2, and 3 for the fourth rental period shall be One Hundred\n      Forty-Six Thousand Four Hundred Forty-One Dollars ($146,441) per month,\n      which is calculated on the basis of forty-five cents (45 cent) per square\n      foot per year for Parcel No. 1 and eleven cents (11 cent) per square foot\n      per year for Parcel Nos. 2 and 3. Said rental sums shall be payable in\n      advance on or before the tenth (10th) day of each month. For the fifth and\n      each successive rental period of this Lease and any extension thereof the\n      rental shall be a sum agreed upon by Lessor and Lessee. During the fourth\n      and each successive rental period, the rents shall be adjusted upward or\n      downward after the expiration of the first sixty (60) months of each\n      rental period (the adjustment date) according to the following\n      computation: 'The base figure for computing the adjustment is the\n      arithmetic average of the thirty-six (36) monthly index figures for the\n      fifth (5th) through fortieth (40th) months immediately preceding the\n      existing rental period as shown in the Consumer Price Index for All Urban\n      Consumers for Los Angeles\/Anaheim\/Riverside, CA\/All Items based on the\n      period 1982-84 = 100 as published by the United States Department of\n      Labor's Bureau of Labor Statistics. The index figure for the adjustment\n      date is the arithmetic average of the thirty-six (36) monthly index\n      figures of said Consumer Price Index for All Urban Consumers for the fifth\n      (5th) through fortieth (40th) months immediately preceding the adjustment\n      date.\n\n      'The index for the adjustment date shall be computed as a percentage of\n      the base figure. For example, assuming the base figure is 110 and the\n      index figure for the adjustment date is 121, the percentage to be applied\n      is 121\/110 = 1.10 = 110%.\n\n      'That percentage of the base figure shall be applied to the initial rent\n      in effect at the beginning of the then existing rental period and will\n      continue for the remaining sixty (60) months of the rental period.\n\n                                        2\n\n\n\n\n\n      'In the event the Consumer Price Index for All Urban Consumers for Los\n      Angeles\/Anaheim\/Riverside, CA\/All Items is no longer published, the index\n      for the adjustment date shall be the one reported in the U. S. Department\n      of Labor's comprehensive official index most nearly answering the\n      foregoing description of the index. If an index is calculated from a base\n      different from the base period 1982-84 = 100, the base figure used for\n      calculating the adjustment percentage shall first be converted under a\n      formula supplied by the Bureau.\n\n      'If the above described Department of Labor indices are no longer\n      published, another index generally recognized as authoritative shall be\n      substituted by agreement of the parties. If they are unable to agree\n      within sixty (60) days after demand by either party, a substitute index\n      will be selected by the Chief Officer of the San Francisco Regional Office\n      of the Bureau of Labor Statistics or its successor.\n\n      'Notwithstanding the publication dates of the index, the effective date of\n      the rent adjustment is at the expiration of the first sixty (60) months of\n      each rental period. Further, notwithstanding anything to the contrary\n      contained here in this Paragraph 2(b), the rent adjustment shall not\n      exceed seven (7) percent per annum or thirty-five percent (35%) per\n      adjustment, nor shall the rental rate(s) resulting from the rent\n      adjustment exceed the applicable rental rate(s) most recently adopted by\n      the Board of Port Commissioners at the time of such rent adjustment. Until\n      said rent adjustment can be reasonably determined by index publication,\n      Lessee shall continue to make rental payments pursuant to this Lease at\n      the same rent in effect at the then existing rental period. Because of\n      this provision, overpayment of rents shall be credited to the Lessee's\n      rental account and underpayments of rent shall be immediately paid to the\n      Lessor.'\n\n(c)   In the event the parties cannot agree to the rent for a rental period, the\n      controversy as to rent for said period shall be determined by three\n      arbitrators. After notice by either party to the other requesting\n      arbitration, one arbitrator shall be appointed by each party. Notice of\n      the appointment shall be given by each party to the other when made. The\n      two arbitrators shall immediately choose a third arbitrator to act with\n      them. If they fail to select a third arbitrator, on application by either\n      party, the third arbitrator shall be promptly appointed by the then\n      presiding judge of the Superior Court of the state of California, county\n      of San Diego, acting in his individual capacity. The party making the\n      application shall give the other party notice of his application. All of\n      the arbitrators shall be qualified real estate appraisers. Each party\n      shall bear the expense of its own appointed arbitrator and shall bear\n      other expenses pursuant to Section 1284.2 of the Code of Civil Procedure\n      of California. Hearings shall be held in the city of San Diego,\n      California. The award shall be the decision of not less than two of the\n      arbitrators. Said award shall be the rent\n\n                                        3\n\n\n\n\n\n\n      which Lessor would derive from Lessor's property if it was vacant land,\n      without any improvements thereon, and made available on the open market\n      for new leasing purposes at the commencement of the rental period under\n      arbitration. For the purpose of this arbitration procedure, the\n      arbitrators shall assume that the Lessor has a fee simple absolute estate\n      unburdened by any existing Lease. In determining what rent Lessor could\n      derive from said property if it were made available on the open market for\n      new leasing purposes, the arbitrators shall consider the benefits and\n      burdens of all the provisions of this Lease to determine whether or not\n      this Lease is more or less restrictive than private sector or other\n      governmental leases; provided, however, no diminution in value shall be\n      taken as a result of any existing Contaminants or improvements, or lack of\n      improvements, on the subject property, and the property shall be\n      considered as if it were available to be leased for maritime-related\n      industrial uses. Said uses shall not be confined to those permitted Lessee\n      herein nor to Lessee's actual use of the leased premises. In determining\n      the rates, returns, rents and\/or percentage rentals for said use and\/or\n      uses, the arbitrators shall use and analyze only the market data that is\n      found in the open marketplace, such as is demanded and received by other\n      Lessors for the same or similar uses as those referenced above. In all\n      cases, the award shall be based upon recognized real estate appraisal\n      principles and methods. The award determined by the arbitrators shall be\n      effective and retroactive to the first day of the rental period under\n      arbitration. The award shall be in writing in the form of a report that is\n      in accordance with the powers of the arbitrators herein, supported by\n      facts and analysis and in accordance with law. The arbitrators shall make\n      copies of their report available to any ethical practice committee of any\n      recognized professional real estate organization. The arbitration shall be\n      conducted under and subject to Sections 1280 through 1294.2 of the Code of\n      Civil Procedure of California.\n\n(d)   In addition to the rentals provided in Paragraphs 2(b) and (c), Lessee\n      shall pay the sum of Two Hundred Dollars ($200) per month as rent for the\n      use of the Lessor-owned building as described in Paragraph 6. Said sum\n      shall not be subject to adjustment nor shall it be considered in\n      establishing the rental amounts under this Lease.\n\n(e)   Notwithstanding Paragraph 2 of this Lease, no rent shall be charged to\n      Lessee during the term of this Lease or any extension thereof for Parcel\n      No. 4, shown on attached Exhibits 'A' and 'B' unless and until such time\n      as Lessor determines rent shall be paid for said Parcel No. 4. Said rent\n      shall be effective thirty (30) days after delivery of a written notice to\n      Lessee from Lessor that Lessor elects to charge rent for said Parcel No.\n      4. If Lessor makes the election to charge rent, the additional rent for\n      said Parcel No. 4 shall be based upon the square foot water rent for\n      Parcel Nos. 2 and 3 in effect at the time Lessor makes said determination\n      and subsequent adjustments in rent for said\n\n                                        4\n\n\n\n\n\n\n      Parcel No. 4 shall be made concurrent with and in accordance with the\n      provisions of Paragraphs 2(a), (b), and (c) of this Lease.\n\n(f)   In the event Lessee is delinquent in rendering to Lessor an accounting of\n      rent due or in remitting the rent due in accordance with the rental\n      provisions of this Lease, then the rent not paid when due shall bear\n      interest at the rate of ten percent (10%) per annum from the date due\n      until paid; provided, however, that the Port Director of Lessor shall have\n      the right to waive for good cause any interest payment upon written\n      application of Lessee for any such delinquency period.\n\n(g)   Rentals shall be delivered to the Treasurer of the San Diego Unified Port\n      District at Post Office Box 488, San Diego, California 92112. The\n      designated place of payment may be changed at any time by Lessor upon ten\n      (10) days' written notice to Lessee. Lessee assumes all risk of loss if\n      payments are made by mail.\n\n4.   CONSTRUCTION OF IMPROVEMENTS:\n\n(a)   On or before December 31, 1993, Lessee shall commence the construction and\n      diligently proceed to completion of real property improvements related to\n      the permitted uses described in Paragraph 3. The improvements shall be of\n      the nature described on the EXAMPLES OF REAL PROPERTY IMPROVEMENTS, which\n      is marked Exhibit 'C' and is attached hereto and by this reference made a\n      part hereof. Lessee shall make an investment for the improvements to be\n      constructed as described in this Paragraph in an amount which shall equal\n      or exceed Sixty-Seven Million Six Hundred Fifty Thousand Dollars\n      ($67,650,000) hereinafter referred to as 'minimum investment.' Such\n      minimum investment is consideration for the term of this Lease, and is not\n      a portion of the rental obligations contained in Paragraph 2 of this\n      Lease, and neither such investment or improvements nor any other Lessee\n      investment or improvement shall be considered by the parties or any\n      arbitrator (in the event of arbitration) in determining any rent during\n      the term of this Lease. In the event Lessee fails to invest the entire\n      minimum investment by no later than December 31, 2015, the term of this\n      Lease shall be reduced. The reduction in term shall be one year for every\n      One Million Three Hundred Fifty-Three Thousand Dollars ($1,353,000),\n      prorated monthly, that Lessee's actual investment in improvements to be\n      constructed as described in this Paragraph is less than the minimum\n      investment.\n\n      The construction of certain improvements contemplated by this Lease may be\n      subject to the California Environmental Quality Act and other laws which\n      may be in effect in the future. If Lessor determines any proposed\n      improvements are within the scope of any then applicable environmental\n      quality act and laws, it may then be necessary for Lessor either to\n      approve or disapprove (and thereby prohibit) the construction of such\n      improvements in\n\n                                        5\n\n\n\n\n\n\n\n\n      accordance with any such act or laws and other applicable provisions of\n      this Lease. In the event there is such a disapproval, the cost of such a\n      proposed improvement shall not be credited toward the cost of any\n      improvement nor shall the time for completion of any improvements be\n      extended, waived, or suspended.\n\n(b)   No construction of any significant improvement upon the leased premises\n      shall commence without the prior approval of the Port Director of Lessor,\n      as evidenced in writing, and all such construction shall be in accordance\n      with all applicable laws, regulations, ordinances and codes and in\n      accordance with plans and specifications which must be submitted to and\n      approved by the Port Director in writing prior to the commencement of any\n      such construction. For purposes of Paragraphs 4 and 5, the term\n      'significant improvements' means improvements that do any of the\n      following: (i) make a change in the silhouette or exterior appearance of\n      the premises visible from any street adjoining the leased premises; (ii)\n      have an estimated cost at least equal to the minimum amount that requires\n      approval by the Board of Port Commissioners under any policies of Lessor\n      then in effect; or (iii) diminish the value of the premises.\n\n(d)   By no later than March 31 of each year, beginning with March 31, 1992, and\n      ending with March 31, 2016, Lessee shall furnish Lessor an itemized\n      statement of the actual construction cost of any improvements required by\n      the terms of this paragraph, which were completed during the preceding\n      calendar year. The statement of cost shall be sworn to and signed by\n      Lessee or his responsible agent under penalty of perjury.\n\n5.   IMPROVEMENTS:\n\n(a)   Lessee may, at its own expense, make any alterations or changes in the\n      leased premises or cause to be built, made or installed thereon any\n      structures, machines, appliances, utilities, signs or other improvements\n      necessary or desirable for the use of said premises and may alter and\n      repair any such structures, machines or other improvements; provided,\n      however, that no significant improvements, as defined in Paragraph 4(b),\n      or repairs meeting any of the criteria for significant improvements, shall\n      be made, built or installed, and no major repairs thereto shall be made\n      except in accordance with plans and specifications previously submitted to\n      and approved in writing by the Port Director of Lessor. Notwithstanding\n      the foregoing, Lessee shall have the right within the interior of any\n      enclosed building structure to install and\/or remove machines, equipment,\n      appliances and trade fixtures to\/from the leased premises without the\n      prior consent of the Port Director of Lessor.\n\n      Lessee further agrees that no banners, pennants, flags, eye-catching\n      spinners or other advertising devices, nor any\n\n                                        6\n\n\n\n\n\n\n\n      temporary signs shall be permitted to be flown, installed, placed, or\n      erected on the premises without written consent of the Port Director of\n      Lessor.\n\n(b)   Lessee shall notify Lessor prior to making applications for any\n      development or construction permit or license from any governmental\n      regulatory agency pertaining to the leased premises. Lessee shall provide\n      Lessor with a copy of said application within five (5) days of making said\n      application, along with all plans submitted as part of said application.\n      Lessee shall provide Lessor with a copy of any permit, license or other\n      authorization subsequently issued within ten (10) days of receipt by\n      Lessee.\n\n9. ASSIGNMENT - SUBLEASE: Lessee shall not assign or transfer the whole or any\npart of this Lease or any interest therein, nor sublease the whole or any part\nof the leased premises, nor contract for the management or operation of the\nwhole or any part of the leased premises, nor permit the occupancy of any part\nthereof by any other person, nor permit transfer of the Lease or possession of\nthe leased premises by merger, consolidation or dissolution, nor permit\nhypothecation, pledge, encumbrance or sale of a controlling interest in the\nvoting stock in said corporation without the consent of Lessor, evidenced by\nresolution, first had and obtained in each instance. It is mutually agreed that\nthe personal qualifications of the parties controlling the corporation named\nherein as Lessee are a part of the consideration for the granting of this Lease\nand said parties do hereby agree to maintain active control and supervision of\nthe operations conducted on the leased premises. No assignment or transfer,\nhypothecation, pledge, encumbrance or sale, voluntary or involuntary, in whole\nor in part of said corporation or the Lease or any interest therein, and no\nsublease of the whole or any part of the leased premises, and no contract for\nthe management or operation of the whole or any part of the leased premises, and\nno permission to any person to occupy the whole or any part of the leased\npremises, shall be valid or effective without the consent of Lessor, first had\nand obtained in each instance; provided, however, that nothing herein contained\nshall be construed to prevent the occupancy of said premises by any employee or\nbusiness invitee of Lessee.\n\nIn the event any consent of Lessor is given for any Lease assignment or\ntransfer, the following shall apply in each instance: (i) the Lessor shall be\npaid additional rent, which may be percentage rate or rates, to equal the full\nfair market rent, commencing on the effective date of such proposed assignment\nor transfer, unless on that date the rent being paid under this Lease is equal\nto the full fair market rent; (ii) the Assignee hereby agrees and assumes each\nand every obligation under the Lease, and (iii) other conditions and\nqualifications determined by the Board of Port Commissioners of Lessor.\nNotwithstanding, items (i) and (iii) shall not apply in the event of: (a) a\nLease assignment or transfer to a third party from a consented-to lender which\nacquired title to the Lease by foreclosure or deed in lieu of foreclosure or a\nnew Lease pursuant to the provisions of Paragraph 10 or (b) assignment or\ntransfer of the Lease\n\n                                        7\n\n\n\n\n\nto a consented-to lender by deed in lieu of foreclosure, or to a consented-to\nlender or a third party as the successful bidder at a foreclosure sale. The rent\nunder this Lease and any change resulting therein effective upon any Lease\nassignment or transfer as provided in this Paragraph shall be for the remainder\nof the rental period during which it occurs, and any said rent shall thereafter\nbe subject to rental review at the commencement of subsequent and succeeding\nrental periods in accordance with the provisions of Paragraph 2 of this Lease.\nNotwithstanding the foregoing, if a change in rent is made which becomes\neffective upon any Lease assignment or transfer, the rent shall be subject to\nany adjustment applicable during the remainder of said rental period during\nwhich the Lease assignment or transfer occurred based on the change in the\nConsumer Price Index if such adjustment is provided for in Paragraph 2 of this\nLease; provided, however, the 'base figure for computing the adjustment' shall\nbe the arithmetic average of the thirty-six (36) monthly index figures for the\nfifth (5th) and fortieth (40th) months immediately preceding the effective date\nof such proposed assignment or transfer for which the Assignee pays additional\nrent to Lessor to equal the full fair market rent and the 'index figure for the\nadjustment date' shall be the arithmetic average of the thirty-six (36) monthly\nindex figures of said Consumer Price Index for the fifth (5th) through fortieth\n(40th) months immediately preceding the date such adjustment is effective.\n\nIn the event any consent of Lessor is given to sublease, the following shall\napply in each instance: (i) the Lessor shall be paid additional rent, which may\nbe percentage rate or rates, to equal the full fair market rent for the sublease\narea, commencing on the effective date of such proposed sublease and continuing\nfor a specified period of time which shall not extend beyond the remainder of\nthe master Lease rental period during which it occurs or until the termination\nof the sublease, whichever occurs first, unless on that date the rent being paid\nunder this Lease for said area is equal to the full fair market rent, and (ii)\nother conditions and qualifications determined by the Board of Port\nCommissioners of Lessor. As long as said sublease is in effect, said rent for\nthe sublease area shall thereafter be subject to rental review at the\ncommencement of subsequent and succeeding master Lease rental periods, in\naccordance with the provisions of Paragraph 2 of this Lease.\n\nIn the event the parties cannot agree to an amount that is equal to the full\nfair market rent described in this Paragraph, the full fair market rent shall be\ndetermined by the arbitration procedure described in Paragraph 2 of this Lease,\nexcept that the arbitration award shall be for a limited period of time\ncommencing and ending as provided in this Paragraph and not for a 'rental\nperiod' as specified in said Paragraph 2. Until said full fair market rent is\ndetermined pursuant to said Paragraph 2, the Lessee shall continue to make\nrental payments as required by this Lease at the same rate or rates in effect on\nthe effective date of the Lease assignment or sublease. Because of this\nprovision, underpayment of rent, if any, shall be\n\n                                        8\n\n\n\n\n\n\n\npaid to Lessor within ten (10) days of the date that the full fair market rent\nis determined by said arbitration procedure.\n\n11. BANKRUPTCY: In the event Lessee becomes insolvent, makes an assignment for\nthe benefit of creditors, becomes the subject of a bankruptcy proceeding,\nreorganization, arrangement, insolvency, receivership, liquidation, or\ndissolution proceedings, or in the event of any judicial sale of Lessee's\ninterest under this Lease, Lessor shall have the right to declare this Lease in\ndefault.\n\nThe conditions of this Paragraph shall not be applicable or binding on Lessee or\nthe beneficiary in any deed of trust, mortgage, or other security instrument on\nthe leased premises which is of record with Lessor and has been consented to by\nresolution of Lessor, or to said beneficiary's successors in interest consented\nto by resolution of Lessor, as long as there remains any monies to be paid by\nLessee to such beneficiary under the terms of such deed of trust; provided that\nsuch beneficiary or its successors in interest, continuously pay to the Lessor\nall rent due or coming due under the provisions of this Lease and the premises\nare continuously and actively used in accordance with Paragraph 14 of this\nLease.\n\n15. MAINTENANCE AND REPAIR: As part of the consideration for the leasing\nthereof, Lessee agrees to assume full responsibility for the operation,\nmaintenance, including painting, and repair of the premises, throughout the term\nand without expense to the Lessor. Lessee will perform all maintenance, repairs\nand replacements necessary to maintain and preserve the premises in a good,\nsafe, healthy and sanitary condition satisfactory to Lessor and in compliance\nwith all applicable laws. Lessee further agrees to provide approved containers\nfor trash and garbage and to keep premises free and clear of rubbish and litter,\nor any other fire hazards. Lessee waives all right to make repairs at the\nexpense of Lessor as provided in Section 1942 of the California Civil Code and\nall rights provided by Section 1941 of said Code.\n\nFor the purpose of keeping the premises in a good, safe, healthy and sanitary\ncondition, Lessor shall always have the right but not the duty, to enter, view,\ninspect, determine the condition of and protect its interests in, the premises;\nprovided, however, that such entry is conducted in a manner to cause the least\ninconvenience and disruption to Lessee's operation as practicable, and provided\nfurther that Lessor or its representatives comply with all safety and security\nrequirements of Lessee. It is not intended that Lessee's safety and security\nrequirements be used to bar Lessor's right of inspection, and Lessee shall\nassure Lessor reasonable access to the leased premises for such purpose. If\ninspection discloses that the premises are not in the condition described,\nLessee must commence the necessary maintenance work within ten (10) days after\nwritten notice from Lessor and diligently pursue the same to completion.\nFurther, if at any time Lessor determines that the premises are not in the\ncondition described, Lessor may require Lessee to file and pay for a faithful\nperformance bond, to assure prompt correction without additional notice. The\namount of this bond shall be adequate, in\n\n                                        9\n\n\n\n\n\n\nLessor's opinion, to correct the unsatisfactory condition. Notwithstanding,\nLessor shall not be required at any time to maintain or to make any improvements\nor repairs whatsoever on or for the benefit of the leased premises. The rights\nreserved in this section shall not create any obligations or increase any\nobligations for Lessor elsewhere in this Lease.\n\n19. NONDISCRIMINATION: Lessee agrees at all times to fully comply with all laws\nprohibiting discrimination against any person or class of persons by reason of\nsex, color, race, religion, handicap or national origin. If the use provided for\nin this Lease allows the Lessee to offer accommodations or services to the\npublic, such accommodations or services shall be offered by the Lessee to the\npublic on fair and reasonable terms. In complying with all such laws, including,\nwithout limitation, the Americans With Disabilities Act of 1990, Lessee shall be\nsolely responsible for such compliance and required programs and there shall be\nno allocation of any such responsibility between Lessor and Lessee.\n\n25. INSURANCE: Lessee shall maintain insurance acceptable to Lessor in full\nforce and effect throughout the term of this Lease. The policies for said\ninsurance shall, as a minimum, provide the following:\n\n(a)   Forms of Coverage\n\n      (1) 'OCCURRENCE' form Commercial General Liability covering premises,\n      operations and contractual liability assumed by Lessee in this Lease in\n      the amount of not less than Two Million Dollars ($2,000,000) combined\n      single limit per occurrence for bodily injury, personal injury and\n      property damage. Either the general aggregate limit shall apply separately\n      to this location or the general aggregate limit shall be twice the\n      required occurrence limit.\n\n      If alcoholic beverages are served or sold on the leased premises, Liquor\n      Liability coverage in the amount of not less than One Million Dollars\n      ($1,000,000) shall be obtained.\n\n      (2) Fire and Extended Coverage, including water damage and debris cleanup\n      provisions in an amount not less than ninety percent (90%) of full\n      replacement value of all improvements located within the leased premises.\n      The fire and extended coverage policies shall be endorsed to state that\n      any insurance proceeds in excess of Twenty-Five Thousand Dollars ($25,000)\n      resulting from a loss under said policies shall be payable jointly to\n      Lessor and Lessee in order that said proceeds will be reinvested in\n      rebuilding and\/or repairing the damaged portions of the leased premises;\n      provided, however, that within the period during which there is in\n      existence a mortgage or deed of trust upon the leasehold given by Lessee\n      with the prior consent of Lessor, then and for that period all fire and\n      extended coverage policies shall be made payable jointly to the mortgagee\n      or beneficiary and Lessee, and any proceeds collected therefrom\n\n                                       10\n\n\n\n\n\n      shall be held by said mortgagee or beneficiary for the following purposes:\n\n      (i)   As a trust fund to pay for the reconstruction, repair, or\n            replacement of the damaged or destroyed improvements in kind and\n            scope in progress payments as the work is performed with any excess\n            remaining after completion of said work to be retained by said\n            mortgagee or beneficiary and applied to reduction of the debt\n            secured by such mortgage or deed of trust and with any excess\n            remaining after full payment of said debt to be paid over to Lessee;\n            or\n\n      (ii)  In the event that this Lease is terminated with consent of both\n            Lessor and mortgagee or beneficiary and said improvements are not\n            reconstructed, repaired, or replaced, the insurance proceeds shall\n            be retained by said mortgagee or beneficiary to the extent necessary\n            to fully discharge the debt secured by said mortgage or deed of\n            trust and said mortgagee or beneficiary shall hold the balance\n            thereof without liability to restore the premises to a neat and\n            clean condition and then for Lessor and Lessee as their interests\n            may appear.\n\n      (3)   Pollution Liability for Underground Storage Tanks\n\n      Due to operation of underground storage tanks, Lessee is required to\n      comply with Subpart H of 40 CFR (Code of Federal Regulations) or Title 23,\n      Division 3, Chapter 18 of California Code of Regulations (collectively,\n      'applicable UST law'). At the time Lessee is required to comply with any\n      provisions of applicable UST law requiring financial assurance mechanisms,\n      Lessee shall provide Lessor with a certified copy of its Certification of\n      Financial Responsibility. If Lessee's program for financial responsibility\n      includes insurance, then Lessee's policy(ies) shall name Lessor, its\n      officers, officials and employees as additional insureds, and, all other\n      terms of Section (b), below, shall apply. Any time Lessee changes its\n      financial assurance mechanisms, Lessee shall provide Lessor with a\n      certified copy of its revised Certification of Financial Responsibility.\n\n(b)   General Requirements\n\n      (1) All required insurance shall be in force the first day of the term of\n      this Lease. The cost of all required insurance shall be borne by Lessee.\n      Certificates in a form acceptable to Lessor evidencing the existence of\n      the necessary insurance policies, and original endorsements effecting\n      coverage required by this clause, shall be kept on file with Lessor during\n      the entire term of this Lease. The certificates and endorsements for each\n      insurance policy are to be signed by a person authorized by that insurer\n      to bind coverage on its behalf. The\n\n                                       11\n\n\n\n\n\n\n\n      Lessor reserves the right to require complete, certified copies of all\n      required policies at any time.\n\n      (2) All liability insurance policies will name, or be endorsed to name,\n      Lessor, its officers, officials and employees as additional insureds and\n      protect Lessor, its officers, officials and employees against any legal\n      costs in defending claims. All insurance policies will be endorsed to\n      state that coverage will not be suspended, voided, cancelled, reduced in\n      coverage or in limits except after thirty (30) days' prior written notice\n      by certified mail, return receipt requested has been given to the Lessor.\n      All insurance policies will be endorsed to state that Lessee's insurance\n      is primary and not excess or contributory to any insurance issued in the\n      name of Lessor. And, all insurance companies must be satisfactory to\n      Lessor.\n\n      (3) Any deductibles or self-insured retentions must be declared and\n      acceptable to the Lessor. If the deductibles or self-insured retentions\n      are unacceptable to the Lessor, the Lessee shall have the option of\n      either: reducing or eliminating such deductibles or self-insured\n      retentions as respects the Lessor, its officers, officials, and employees;\n      or, procuring a bond guaranteeing payment of losses and related\n      investigations, claim administration and defense expenses.\n\n      (4) Lessor shall retain the right at any time to review the coverage,\n      form, and amount of the insurance required hereby. If, in the opinion of\n      Lessor, the insurance provisions in this Lease do not provide adequate\n      protection for Lessor and\/or for members of the public using the leased\n      premises, Lessor may require Lessee to obtain insurance sufficient in\n      coverage, form and amount to provide adequate protection. Lessor's\n      requirements shall be reasonable but shall be designed to assure\n      protection from and against the kind and extent of risk which exist at the\n      time a change in insurance is required.\n\n      (5) Lessor shall notify Lessee in writing of changes in the insurance\n      requirements. With respect to changes in insurance requirements that are\n      available from Lessee's then existing insurance carrier, Lessee shall\n      deposit certificates evidencing acceptable insurance policies with Lessor\n      incorporating such changes within sixty (60) days of receipt of such\n      notice. With respect to changes in insurance requirements that are not\n      available from Lessee's then existing insurance carrier, Lessee shall\n      deposit certificates evidencing acceptable insurance policies with Lessor,\n      incorporating such changes within one hundred twenty (120) days of receipt\n      of such notice. In the event Lessee fails to deposit insurance\n      certificates as required herein, this Lease shall be in default without\n      further notice to Lessee, and Lessor shall be entitled to all legal\n      remedies.\n\n      (6) If Lessee fails or refuses to maintain insurance as required in this\n      Lease, or fails to provide proof of insurance, Lessor has the right to\n      declare this Lease in default without\n\n                                       12\n\n\n\n\n\n\n      further notice to Lessee and Lessor shall be entitled to exercise all\n      legal remedies.\n\n      (7) The procuring of such required policies of insurance shall not be\n      construed to limit Lessee's liability hereunder, nor to fulfill the\n      indemnification provisions and requirements of this Lease. Notwithstanding\n      said policies of insurance, Lessee shall be obligated for the full and\n      total amount of any damage, injury, or loss caused by negligence or\n      neglect connected with this Lease or with the use or occupancy of the\n      leased premises.\n\n      (8) Lessee agrees not to use the premises in any manner, even if use is\n      for purposes stated herein, that will result in the cancellation of any\n      insurance Lessor may have on the premises or on adjacent premises, or that\n      will cause cancellation of any other insurance coverage for the premises\n      or adjoining premises. Lessee further agrees not to keep on the premises\n      or permit to be kept, used, or sold thereon, anything prohibited by any\n      fire or other insurance policy covering the premises. Lessee shall, at its\n      sole expense, comply with any and all requirements, in regard to premises,\n      of any insurance organization necessary for maintaining fire and other\n      insurance coverage at reasonable cost.\n\n31.  WAIVER: Any waiver by either party of any breach by the other party of any\none or more of the covenants, conditions, or agreements of this Lease shall not\nbe nor be construed to be a waiver of any subsequent or other breach of the same\nor any other covenant, condition or agreement of this Lease, nor shall any\nfailure on the part of either party to require or exact full and complete\ncompliance by the other party with any of the covenants, conditions, or\nagreements of this Lease be construed as in any manner changing the terms hereof\nor preventing the enforcement in full of the provisions hereof. The subsequent\nacceptance of rent hereunder by Lessor shall not be deemed to be a waiver of any\npreceding breach by Lessee of any term, covenant, or condition of this Lease,\nother than the failure of Lessee to pay the particular rental so accepted,\nregardless of Lessor's knowledge of such preceding breach at the time of\nacceptance of such rent.\n\n37.  REMOVAL OF MATERIALS: Lessee hereby agrees that upon the expiration of this\nLease or the sooner termination as herein provided, it will remove within sixty\n(60) days all ships, vessels, barges, hulls, debris, surplus and salvage\nmaterials from the land and water area forming a part of or adjacent to the\nleased premises, so as to leave the same in as good condition as when first\noccupied by Lessee, subject to reasonable wear and tear; provided, however, that\nif any said ships, vessels, barges, hulls, debris, surplus and salvage materials\nshall not be so removed within sixty (60) days by the Lessee, Lessor may remove,\nsell and destroy the same at the expense of Lessee and Lessee hereby agrees to\npay to Lessor the reasonable cost of such removal, sale or destruction; or at\nthe option of Lessor, the title to said ships, vessels, barges, hulls,\n\n\n                                       13\n\n\n\n\n\n\ndebris, surplus and salvage materials not removed shall become the property of\nLessor without cost to Lessor and without any payment to Lessee.\n\nDuring any period of time employed by Lessee under this Paragraph to remove\nships, vessels, barges, hulls, debris, surplus and salvage materials, or to test\nfor and\/or remediate Contaminants as required in this Lease, Lessee shall\ncontinue to pay the full rental to Lessor in accordance with this Lease which\nsaid rental shall be prorated daily.\n\n41.  EQUAL EMPLOYMENT OPPORTUNITY: Lessee agrees at all times to fully comply\nwith all applicable laws prohibiting discrimination against any person or class\nof persons for employment because of race, color, religion, sex, handicap or\nnational origin and, shall take affirmative action to assure applicants are\nemployed and that employees are treated during employment without regard to\nrace, color, religion, sex, handicap or national origin. Except during the time\nLessee is exempt pursuant to written policy of Lessor, Lessee shall submit to\nLessor for review and approval a written affirmative action program to attain\nimproved employment for racial and ethnic minorities and women and during the\nterm of this Lease shall further make available employment records to Lessor\nupon request. Lessee shall certify in writing to Lessor that Lessee is in\ncompliance and throughout the term of this Lease will comply with Title VII of\nthe Civil Rights Act of 1964, as amended, the California Fair Housing Act, and\nany other applicable federal, state, and local law, regulation and policy\n(including without limitation those adopted by Lessor) relating to equal\nemployment opportunity and affirmative action programs, including any such law,\nregulation, and policy hereinafter enacted.\n\nCompliance and performance by Lessee of the equal employment opportunity and\naffirmative action program provision of this Lease is an express condition\nhereof and any failure by Lessee to so comply and perform shall be a default as\nprovided in said Lease and Lessor may exercise any right as provided therein and\nas otherwise provided by law.\n\n43.  HAZARDOUS MATERIALS: Lessee shall comply with all laws regarding hazardous\nsubstances, materials or wastes, or petroleum products or fraction thereof\n(herein collectively referred to as 'Contaminants') relative to occupancy and\nuse of the leased premises. Lessee shall be liable and responsible for any\nContaminants arising out of the occupancy or use of the leased premises by\nLessee. Such liability and responsibility shall include, but not be limited to,\n(i) removal from the leased premises any such Contaminants; (ii) removal from\nany area outside the premises, including but not limited to surface and\ngroundwater, any such Contaminants generated as part of the operations on the\nleased premises; (iii) damages to persons, property and the leased premises;\n(iv) all claims resulting from those damages; (v) fines imposed by any\ngovernmental agency, and (vi) any other liability as provided by law. Lessee\nshall defend, indemnify and hold harmless the Lessor, its officials, officers,\nagents, and\n\n                                       14\n\n\n\n\n\nemployees from any and all such responsibilities, damages, claims, fines,\nliabilities, including without limitation any costs, expenses and attorney's\nfees therefor. Lessor shall have a direct right of action against Lessee even if\nno third party has asserted a claim. Furthermore, Lessor shall have the right to\nassign said indemnity.\n\nIf Lessee has in the past or continues to use, dispose, generate, or store\nContaminants on the leased premises, Lessor, or its designated representatives,\nat Lessor's sole discretion, may at any time during the term of this Lease,\nenter upon the premises and make any inspections, tests or measurements Lessor\ndeems necessary in order to determine if a release of Contaminants has occurred.\nLessor shall give Lessee a minimum of twenty-four (24) hours' notice in writing\nprior to conducting any inspections or tests, unless, in Lessor's sole judgment,\ncircumstances require otherwise, and such tests shall be conducted in a manner\nso as to attempt to minimize any inconvenience and disruption to Lessee's\noperations. If such tests indicate a release of Contaminants, then Lessor, at\nLessor's sole discretion, may require Lessee, at Lessee's sole expense, and at\nany time during the term of this Lease, to have tests for such Contaminants\nconducted by a qualified party or parties on the leased premises. If Lessor has\nreason to believe that any Contaminants that originated from a release on the\nleased premises have contaminated any area outside the premises, including but\nnot limited to surface and groundwater, then Lessor, at Lessor's sole\ndiscretion, may require Lessee, at Lessee's sole expense, and at any time during\nthe term of this Lease, to have tests for such Contaminants conducted by a\nqualified party or parties on said area outside the leased premises.\n\nThe tests conducted by Lessee's qualified party shall include, but not be\nlimited to, applicable comprehensive soil, emission, or groundwater sampling\ntest or other procedures to determine any actual or possible contamination.\nLessee shall expeditiously, but no longer than thirty (30) days after Lessor's\nrequest for such tests, furnish to Lessor the results of said tests, sampling\nplans, and analysis thereof identifying any Contaminants which exceed then\napplicable levels permitted by federal, state, or local laws. Lessee shall\nreport such contamination to the Lessor within seventy-two (72) hours and shall\ndiligently proceed to identify the extent of contamination, how it will be\nremediated, when it will be remediated, by whom, and the cost of such\nremediation.\n\n                                       15\n\n\n\n\n\n\n\n                           ABSTRACT OF LEASE AMENDMENT\n\nC. ABSTRACT OF LEASE AMENDMENT NO. 1: This is the final paragraph and abstract\nof Lease Amendment No. 1, dated DECEMBER 6th, 1994, between SAN DIEGO UNIFIED\nPORT DISTRICT, Lessor, and NATIONAL STEEL AND SHIPBUILDING COMPANY, Lessee,\nconcerning the premises described in Exhibits 'A' and 'B', attached hereto and\nby this reference made a part hereof.\n\nFor good and adequate consideration, Lessor leases the premises to Lessee, and\nLessee hires them from Lessor, for the term and on the provisions contained in\nLease dated October 22, 1991, recorded by the San Diego County Recorder's\nOffice as No. 77-538163, and this Lease Amendment No. 1, including, without\nlimitation, provisions prohibiting assignment, subleasing, and encumbering the\nleasehold without the express written consent of Lessor in each instance, all\nas more specifically set forth in said Lease and said Amendment, which are\nincorporated in this abstract by this reference.\n\nThe term is fifty (50) years beginning January 1, 1991, and ending on\nDecember 31, 2040. This Lease Amendment No. 1 shall become effective as of\nDecember 1, 1994.\n\nThis abstract is not a complete summary of the Lease Amendment. Provisions in\nthe abstract shall not be used in interpreting the Lease Amendment provisions.\nIn the event of conflict between the abstract and other parts of the Lease\nAmendment, the other parts shall control. Execution hereof constitutes\nexecution of the Lease Amendment itself.\n\nAPPROVED as to form                SAN DIEGO UNIFIED PORT DISTRICT\nand legality\n\n\n\n      DEC 6, 1994                  By \/s\/ DONALD E. HILLMAN, JR\n---------------------------          ----------------------------------\n                                        ASSISTANT Port Director\n\n                                             DONALD E. HILLMAN, JR\n\n\nPort Attorney                      NATIONAL STEEL AND SHIPBUILDING COMPANY\n                                   A. W. Lutter, Jr.\n\n  \/s\/ JOSEPH C. PATELLO            By \/s\/ A. W. Lutter, Jr.\n---------------------------          ----------------------------------\n      JOSEPH C. PATELLO               TITLE: Senior Vice President, Marketing \n      Port Attorney                          and Business Affairs\n\n\n\n\n\n\n                                       16\n\n\n\n\n\n\n                  (FOR USE BY SAN DIEGO UNIFIED PORT DISTRICT)\n\n\n\nSTATE OF CALIFORNIA)\n\nCOUNTY OF SAN DIEGO)\n\n\nOn December 13th, 1994 before me, Timothy A. Deuel, Notary Public, personally\nappeared Donald E. Hillman, Jr., personally known to me to be the person whose\nname is subscribed to the within instrument and acknowledged to me that he\nexecuted the same in his authorized capacity, and that by his signature on the\ninstrument the person, or the entity upon behalf of which the person acted,\nexecuted the instrument.\n\nWITNESS my hand and official seal.\n\n\n\nSignature \/s\/ TIMOTHY A. DEUEL\n          -----------------------\n                                             [SEAL]\n                                                   TIMOTHY A. DEUEL\n                                                   COMM.# 1038251\n                                             NOTARY PUBLIC - CALIFORNIA\n                                                 SAN DIEGO COUNTY\n                                             MY COMM. EXPIRES SEP 8, 1998\n\n\n\n\n                                       17\n\n\n\n\n      PARCEL NO. 1\n\n      Commencing at Harbor Line Station No. 472 on the U.S. Bulkhead Line, as\n      said U.S. Bulkhead Line is now established for the Bay of San Diego, and\n      delineated on map entitled 'Harbor Lines, San Diego Bay, California, File\n      No. (D.O. Series) 426,' approved by the Secretary of the Army, april 29,\n      1963 and filed in the Office of the District Engineer, Los Angeles,\n      California, said point also being on the westerly boundary of an area\n      commonly known as the United States Naval Station, as said property is\n      described in the grants to the United States of America by the City of San\n      Diego by deeds dated December 1 , 1930, recorded March 21, 1932, in Book\n      100, page 177 of Official Records, and dated July 17, 1940, recorded April\n      30, 1943, in Book 1499, page 12 O.R., and dated May 18, 1949, recorded\n      October 7, 1949, in Book 3344, page 309 O.R., and filed in the Office of\n      the County Recorder, San Diego County, California; thence along said U.S.\n      Naval Station boundary south 89 degrees 29' 03' east a distance of \n      87.80 feet; thence north 0 degrees 30' 57' east a distance of 228.56 feet \n      to the TRUE POINT OF BEGINNING of Parcel No. 1; thence leaving said U.S. \n      Naval Station boundary north 89 degrees 29' 03' west a distance of 7.24 \n      feet; thence south 60 degrees 37' 30' west a distance of 23.74 feet; \n      thence north 85 degrees 32' 35' west a distance of 12.80 feet; thence \n      north 56 degrees 35' 56' west a distance of 25.90 feet; thence north 89 \n      degrees 30' 26' west a distance of 300.07 feet; thence south 71 degrees \n      16' 35' west a distance of 1317.71 feet to a point of intersection with \n      the U.S. Pierhead Line, as said U.S. Pierhead Line is now established and \n      delineated on the above described Harbor Lines Map; thence along said \n      U.S. Pierhead Line north 56 degrees 20' 08' west a distance of 269.75 \n      feet to a point hereinafter known and designated as Point 'A'; thence \n      leaving said U.S. Pierhead Line north 71 degrees 15' 38' east a distance \n      of 209.49 feet; thence north 18 degrees 25' 23' west a distance of 29.34 \n      feet; thence north 76 degrees 04' 11' east a distance of 409.07 feet; \n      thence north 14 degrees 04' 19' west a distance of 176.96 feet; thence \n      south 75 degrees 59' 06' west a distance of 50.70 feet; thence north 11 \n      degrees 54' 59' west a distance of 33.16 feet; thence north 66 degrees \n      39'0 0' east a distance of 357.83 feet; thence north 23 degrees 25' 07' \n      west a distance of 114.70 feet; thence south 66 degrees 40' 40' west a \n      distance of 347.70 feet; thence north 21 degrees 32' 06' west a distance \n      of 35.09 feet; thence north 66 degrees 50' 04' east a distance of 39.30 \n      feet; thence north 23 degrees 17' 35' west a distance of 117.05 feet; \n      thence south 66 degrees 35' 50' west a distance of 135.67 feet; thence \n      north 23 degrees 26' 05' west a distance of 34.97 feet; thence north 66 \n      degrees 27' 25' east a distance of 40.85 feet; thence north 23 degrees \n      18' 37' west a distance of 117.31 feet; thence south 66 degrees 34' 17' \n      west a distance of 38.40 feet; thence north 52 degrees 41' 02' west a \n      distance of 99.58 feet; thence north 36 degrees 38' 30' east a distance \n      of 280.78 feet; thence north 58 degrees 06' 09' west a distance of 235.80 \n      feet; thence north 23 degrees 07' 04' east a distance of 44.65 feet; \n      thence north 65 degrees 55' 29' west a distance of 216.37 feet; thence \n      south 23 degrees 42' 13' west a\n\n\n\n\n                                                            PAGE 1 OF 5\n\n\n                                                                       \nREVISED:\n---------------------------------------------------------------------------------------------------------\nDRAWN   BB\/mn                      SAN DIEGO UNIFIED PORT DISTRICT           DATE 21 April , 1994\n      --------------------                                                       -----------------\nCHECKED   BOURKE                            TIDELAND LEASE                   SCALE\n       -------------------           Within Corporate Limits of San Diego          ---------------\nREVIEWED  [SIG]                 NATIONAL STEEL AND SHIPBUILDING COMPANY      REF.   4590\n        ------------------                                                       -----------------\nAPPROVED                                                                             DRAWING NO.\n        [SIG]                                                                        021-022\n--------------------------\n DIRECTOR OF ENGINEERING\n\n\n                                  EXHIBIT 'A'\n\n\n\n\n      distance of 44.70 feet; thence south 70 degrees 48'21' west a distance of\n      44.40 feet; thence south 20 degrees 32'27' west a distance of 62.22 \n      feet; thence north 84 degrees 44'54' west a distance of 122.40 feet; \n      thence south 71 degrees 25'54' west a distance of 471.27 feet to the \n      beginning of a tangent curve concave to the north having a radius of \n      100.00 feet; thence westerly along the arc of said curve through a \n      central angle of 52 degrees 13'58' an arc distance of 91.16 feet to a \n      point which bears south 33 degrees 39'52' west from the center of said \n      100.00 foot radius curve; thence north 56 degrees 20'08' west a distance  \n      of 257.01 feet; thence north 33 degrees 39'52' east a distance of 325.00\n      feet to the beginning of a tangent curve concave to the west having a \n      radius of 48.00 feet; thence northerly along the arc of said curve \n      through a central angle of 35 degrees 20'04' an arc distance of 29.60 \n      feet to a point of reverse curve the common radial of which bears north \n      88 degrees 19'48' east from the center of said 48.00 foot radius curve; \n      thence northerly along the arc of a 28.00 foot radius curve concave to \n      the east through a central angle of 35 degrees 20'04' an arc distance of \n      17.27 feet to a. point which bears north 56 degrees 20'08' west from the \n      center of said 28.00 foot radius curve; thence north 33 degrees 39'52' \n      east a distance of 116.65 feet to the beginning of a tangent curve \n      concave to the west having a radius of 48.00 feet; thence northerly \n      along the arc of said curve through a central angle of 90 degrees 00'00' \n      an arc distance of 75.40 feet to a point which bears north 33 degrees \n      39'52' east from the center of said 48.00 foot radius curve; thence \n      north 56 degrees 20'08' west a distance of 111.06 feet to the beginning \n      of a tangent curve concave to the east having a radius of 28.00 feet; \n      thence northerly along the arc of said curve through a central angle of \n      91 degrees 17'20' an arc distance of 44.61 feet to a point which bears \n      north 55 degrees 02'48' west from the center of said 28.00 foot radius \n      curve; thence north 34 degrees 57'12' east a distance of 173.29 feet to \n      a point of intersection with the southerly right of way line of Belt \n      Street; thence north 49 degrees 42'27' east a distance of 78.69 feet to \n      a point on the southerly line of a 100.0 foot wide Atchison, Topeka &amp; Santa Fe Railway Company railroad right of way, said point also being a \n      point on a curve concave to the north having a radius of 1960.08 feet \n      the center of which bears north 22 degrees 00'00' east; thence easterly \n      along said 1960.08 foot radius curve and southerly railroad right of way \n      line through a central angle of 12 degrees 54'40' an arc distance of\n      441.69 feet to a point which bears south 9 degrees 05'20' west from the\n      center of said 1960.08 foot radius curve; thence south 80 degrees 54'40'\n      east a distance of 875.13 feet to a point of intersection with the\n      southerly right of way line of Harbor Drive, as said tideland portions of\n      Harbor Drive are now established as and for a public street by the\n      Documents of Conveyance on file in the Office of the District Clerk as\n      Document No. 71; thence leaving said southerly railroad right of way line\n      and along the southerly right of way line of Harbor Drive south 66 degrees\n      47'43' east a distance of 63.75 feet; thence south 65 degrees 37'25' east\n      a distance of 375.85 feet; thence south 80 degrees 56'13' east a distance\n      of 243.49 feet to the\n\n                                                            PAGE 2 OF 5\n\n\n                                                                     \nREVISED:\n---------------------------------------------------------------------------------------------------------\nDRAWN   BB\/mn                      SAN DIEGO UNIFIED PORT DISTRICT           DATE 21 April 1994\n      --------------------                                                       -----------------\nCHECKED   BOURKE                            TIDELAND LEASE                   SCALE\n       -------------------           Within Corporate Limits of San Diego          ---------------\nREVIEWED  [SIG]                 NATIONAL STEEL AND SHIPBUILDING COMPANY      REF.   \n        ------------------                                                       -----------------\nAPPROVED                                                                             DRAWING NO.\n        [SIG]                                                                        021-022\n--------------------------\n DIRECTOR OF ENGINEERING\n\n\n                                   EXHIBIT 'A'\n\n\n\n\n      beginning of a tangent curve concave to the southwest having a radius of\n      1734.75 feet; thence leaving said southerly right of way line of Harbor\n      Drive southeasterly along the arc of said 1734.75 foot radius curve\n      through a central angle of 15 degrees 10'19' an arc distance of 459.36\n      feet to a point of compound curve the common radial of which bears north\n      24 degrees 14'06' east; thence southeasterly along the arc of a curve\n      concave to the southwest having a radius of 82.35 feet, through a central\n      angle of 49 degrees 40'01' an arc distance of 71.39 feet to a point of\n      cusp, said point bears north 73 degrees 54'07' east from the center of\n      said 82.35 foot radius curve; thence north 0 degrees 02'10' west a\n      distance of 62.77 feet to a point on a curve concave to the southwest\n      having a radius of 2600.00 feet the center of which bears south 20 degrees\n      05'06' west, said point also lying on the said southerly right of way line\n      of Harbor Drive; thence southeasterly along said 2600.00 foot radius curve\n      and along the southerly right of way line of Harbor Drive through a\n      central angle of 17 degrees 57'44' an arc distance of 815.10 feet; thence\n      south 51 degrees 57'10' east a distance of 112.54 feet; thence south 51\n      degrees 23'57' east a distance of 30.28 feet to a point of intersection\n      with the Ordinary High Water Mark for the Bay of San Diego, as said\n      Ordinary High Water Mark is shown on map entitled 'Map of the Lands\n      Transferred to the San Diego Unified Port District Pursuant to Chapter 67,\n      Statutes of 1962, 1st E.S., Vicinity of San Diego Bay, San Diego County,\n      California', filed in the Office of the San Diego County Recorder May 28,\n      1976, as Miscellaneous Map No. 564, File No. 76-164686; thence leaving\n      said southerly right of way line of Harbor Drive and along said Ordinary\n      High Water Mark south 50 degrees 56'42' east a distance of 72.56 feet;\n      thence south 52 degrees 36'48' east a distance of 27.15 feet to a point of\n      intersection with the said southerly right of way line of Harbor Drive;\n      thence leaving said Ordinary High Water Mark and along said southerly\n      right of way line of Harbor Drive south 51 degrees 23'57' east a distance\n      of 67.18 feet; thence south 50 degrees 11'52' east a distance of 381.94\n      feet; thence leaving said southerly right of way line of Harbor Drive\n      south 24 degrees 21'56' west a distance of 61.53 feet to a point of\n      intersection with a line that is parallel with and distant 8.60 feet\n      northerly from the boundary of the above described U.S. Naval Station;\n      thence along said 8.60 foot parallel line north 89 degrees 29'03' west a\n      distance of 1103.19 feet to point of intersection with the northerly\n      prolongation of the above described westerly boundary of the U.S. Naval\n      Station; thence leaving said 8.60 foot parallel line and along the said\n      northerly prolongation and the westerly boundary of the U.S. Naval Station\n      south degrees 30'57' west a distance of 210.54 feet to the TRUE POINT OF\n      BEGINNING of Parcel No. 1, containing 3,446,322 square feet or 79.12 acres\n      of tideland area.\n\n\n\n                                                            PAGE 3 OF 5\n\n\n                                                                     \nREVISED:\n---------------------------------------------------------------------------------------------------------\nDRAWN   BB\/mn                      SAN DIEGO UNIFIED PORT DISTRICT           DATE 21 April 1994\n      --------------------                                                       -----------------\nCHECKED   BOURKE                            TIDELAND LEASE                   SCALE\n       -------------------        Within Corporate Limits of San Diego             ---------------\nREVIEWED  [SIG]                 NATIONAL STEEL AND SHIPBUILDING COMPANY      REF.   4590\n        ------------------                                                       -----------------\nAPPROVED                                                                             DRAWING NO.\n        [SIG]                                                                        021-022\n--------------------------\n DIRECTOR OF ENGINEERING\n\n\n\n                                   EXHIBIT 'A'\n\n\n\n\n\n      PARCEL NO. 2\n\n      Beginning at the above described Point 'A', said Point 'A' lying on the\n      above described U.S. Pierhead Line north 56 degrees 20'08' west and\n      distant 1288.48 feet from Harbor Line Station No. 479, said Point 'A' also\n      being the TRUE POINT OF BEGINNING of Parcel No. 2; thence north 56 degrees\n      20'08' west along said U.S. Pierhead Line a distance of 200.00 feet to a\n      point hereinafter known and designated as Point 'B'; thence leaving said\n      U.S. Pierhead Line north 71 degrees 15'38' east a distance of 441.73 feet;\n      thence north 56 degrees 20'08' west a distance of 500.00 feet; thence\n      south 71 degrees 15'38' west a distance of 441.73 feet to a point of\n      intersection with said U.S. Pierhead Line; thence along said U.S. Pierhead\n      Line north 56 degrees 20'08' west a distance of 756.65 feet to a point of\n      intersection with the easterly property line of an area now under lease to\n      Southwest Marine, Inc.; thence leaving said U.S. Pierhead Line and along\n      said easterly property line north 33 degrees 39'52' east a distance of\n      427.42 feet to a point of intersection with the above described Parcel No.\n      1; thence leaving said property line of Southwest Marine, Inc. leasehold\n      along said Parcel No. 1 south 56 degrees 20'08' east a distance of 229.51\n      feet to the beginning of a tangent curve concave to the north having a\n      radius of 100.00 feet; thence easterly along the arc of said curve through\n      a central angle of 52 degrees 13'58' an arc distance of 91.16 feet; thence\n      north 71 degrees 25'54' east a distance of 471.27 feet; thence south 84\n      degrees 44'54' east a distance of 122.40 feet; thence north 20 degrees\n      32'27' east a distance of 62.22 feet; thence north 70 degrees 48'21' east\n      a distance of 44.40 feet; thence north 23 degrees 42'13' east a distance\n      of 44.70 feet; thence south 65 degrees 55'29' east a distance of 216.37\n      feet; thence south 23 degrees 07'04' west a distance of 44.65 feet; thence\n      south 58 degrees 06'09' east a distance of 235.80 feet; thence south 36\n      degrees 38'30' west a distance of 280.78 feet; thence south 52 degrees\n      41'02' east a distance of 99.58 feet; thence north 66 degrees 34'17' east\n      a distance of 38.40 feet; thence south 23 degrees 18'37' east a distance\n      of 117.31 feet; thence south 66 degrees 27'25' west a distance of 40.85\n      feet; thence south 23 degrees 26'05' east a distance of 34.97 feet; thence\n      north 66 degrees 35'50' east a distance of 135.67 feet; thence south 23\n      degrees 17'35' east a distance of 117.05 feet; thence south 66 degrees\n      50'04' west a distance of 39.30 feet; thence south 21 degrees 32'06' east\n      a distance of 35.09 feet; thence north 66 degrees 40'40' east a distance\n      of 347.70 feet; thence south 23 degrees 25'07' east a distance of 114.70\n      feet; thence south 66 degrees 39'00' west a distance of 357.83 feet;\n      thence south 11 degrees 54'59' east a distance of 33.16 feet; thence north\n      75 degrees 59'06' east a distance of 50.70 feet; thence south 14 degrees\n      04'19' east a distance of 176.96 feet; thence south 76 degrees 04'11' west\n      a distance of 409.07 feet; thence south 18 degrees 25'23' east a distance\n      of 29.34 feet; thence south 71 degrees 15'38' west a distance of 209.49\n      feet to the TRUE POINT OF BEGINNING of Parcel No. 2, containing 1,112,046\n      square feet or 25.53 acres of water covered area.\n\n\n\n                                                                 PAGE 4 OF 5\n\n\n                                                                       \nREVISED:\n---------------------------------------------------------------------------------------------------------\nDRAWN   BB\/mn                      SAN DIEGO UNIFIED PORT DISTRICT           DATE 21 April 1994\n      --------------------                                                       -----------------\nCHECKED   BOURKE                            TIDELAND LEASE                   SCALE\n       -------------------       Within Corporate Limits of San Diego              ---------------\nREVIEWED  [SIG]                 NATIONAL STEEL AND SHIPBUILDING COMPANY      REF.   4590\n        ------------------                                                       -----------------\nAPPROVED                                                                             DRAWING NO.\n        [SIG]                                                                        021-022\n--------------------------\n DIRECTOR OF ENGINEERING\n\n\n                                   EXHIBIT 'A'\n\n\n\n\n\n\n\n\n\n      PARCEL NO. 3\n\n      Beginning at the True Point of Beginning of the above described Parcel No.\n      1, said point also being the TRUE POINT OF BEGINNING of Parcel No. 3, and\n      lying on the above described westerly boundary of the U.S. Naval Station;\n      thence along said U.S. Naval Station boundary south 0 degrees 30'57' west\n      a distance of 228.56 feet; thence north 89 degrees 29'03' west a distance\n      of 87.80 feet to Harbor Line Station No. 472 on the above described U.S.\n      Bulkhead Line; thence continuing along said U.S. Naval Station boundary\n      south 41 degrees 44'47' west a distance of 1010.16 feet to Harbor Line\n      Station No. 479 on the above described U.S. Pierhead Line; thence leaving\n      said U.S. Naval Station boundary and along said U.S. Pierhead Line north\n      56 degrees 20'08' west a distance of 1018.74 feet to a point of\n      intersection with the most southerly line of the above described Parcel\n      No. 1; thence leaving said U.S. Pierhead Line and along said southerly\n      line of said Parcel No. 1 north 71 degrees 16'35' east a distance of\n      1317.71 feet; thence south 89 degrees 30'26' east a distance of 300.07\n      feet; thence south 56 degrees 35'56' east a distance of 25.90 feet; thence\n      south 85 degrees 32'59' east a distance of 12.80 feet; thence north 60\n      degrees 37'30' east a distance of 23.74 feet; thence south 89 degrees\n      29'03' east a distance of 7.24 feet to the TRUE POINT OF BEGINNING of\n      Parcel No. 3, containing 764,703 square feet or 17.56 acres of water\n      covered area.\n\n      PARCEL NO. 4\n\n      Beginning at Point 'B' as described in the above Parcel No. 2, said Point\n      'B' lying on the above described U.S. Pierhead Line north 56 degrees\n      20'08' west and distant 1488.48 feet from Harbor Line Station No. 479,\n      said Point 'B' also being the TRUE POINT OF BEGINNING of Parcel No. 4;\n      thence along the said U.S. Pierhead Line north 56 degrees 20'08' west a\n      distance of 500.00 feet to a point of intersection with said Parcel No. 2,\n      thence leaving said U.S. Pierhead Line and along said Parcel No. 2 north\n      71 degrees 15'38' east a distance of 441.73 feet; thence south 56 degrees\n      20'08' east a distance of 500.00 feet; thence south 71 degrees 15'38' west\n      a distance of 441.73 feet to the TRUE POINT OF BEGINNING of Parcel No. 4,\n      containing 175,000 square feet or 4.02 acres of water covered area.\n\n      The above described areas are those delineated on Drawing No. 021-022,\n      Sheets 1, 2, and 3, dated 21 April 1994, and made a part of this\n      agreement.\n\n\n                                                            PAGE 5 OF 5\n\n\n\n                                                                      \nREVISED:\n---------------------------------------------------------------------------------------------------------\nDRAWN   BB\/mn                      SAN DIEGO UNIFIED PORT DISTRICT           DATE 21 April 1994\n      --------------------                                                       -----------------\nCHECKED   BOURKE                            TIDELAND LEASE                   SCALE\n       -------------------       Within Corporate Limits of San Diego              ---------------\nREVIEWED  [SIG]                 NATIONAL STEEL AND SHIPBUILDING COMPANY      REF.   4590\n        ------------------                                                       -----------------\nAPPROVED                                                                             DRAWING NO.\n        [SIG]                                                                        021-022\n--------------------------\n DIRECTOR OF ENGINEERING\n\n\n\n                                   EXHIBIT 'A'\n\n\n\n\n\n\n\n                                     [MAP]\n\n\n\n\n\n\n                                                                     \nREVISED:\n---------------------------------------------------------------------------------------------------------\nDRAWN   K.A.\/B.B.                  SAN DIEGO UNIFIED PORT DISTRICT           DATE 21 APR. 1994\n      --------------------                                                       -----------------\nCHECKED   BOURKE                            TIDELAND LEASE                   SCALE   AS SHOWN\n       -------------------       WITHIN CORPORATE LIMITS OF SAN DIEGO              ---------------\nREVIEWED  [SIG]                 NATIONAL STEEL AND SHIPBUILDING COMPANY      REF.   2516-B,2E-21\n        ------------------                                                       -----------------\nAPPROVED                                                                             DRAWING NO.\n        [SIG]                                                                        021-022\n--------------------------                                                           SHT. 1 OF 3\n DIRECTOR OF ENGINEERING\n\n\n\n\n                                   EXHIBIT 'B'\n\n\n\n\n                                     [MAP]\n\n\n\n\n\n\n\n\n                                                                      \nREVISED:\n---------------------------------------------------------------------------------------------------------\nDRAWN   K.A.\/B.B.                  SAN DIEGO UNIFIED PORT DISTRICT           DATE 21 Apr. 1994\n      --------------------                                                       -----------------\nCHECKED   BOURKE                            TIDELAND LEASE                   SCALE\n       -------------------           WITHIN CORPORATE LIMITS OF SAN DIEGO          ---------------\nREVIEWED  [SIG]                 NATIONAL STEEL AND SHIPBUILDING COMPANY      REF.   2516-B, 2E-21\n        ------------------                                                       -----------------\nAPPROVED                                                                             DRAWING NO.\n        [SIG]                                                                        021-022\n--------------------------                                                           SHT. 2 OF 3\n DIRECTOR OF ENGINEERING\n\n\n\n                                  EXHIBIT 'B'\n\n\n\n\n\n\n\n\n\n                                     [MAP]\n\n\n\n\n\n\n\n\n                                                                      \nREVISED:\n---------------------------------------------------------------------------------------------------------\nDRAWN   K.A.\/B.B.                  SAN DIEGO UNIFIED PORT DISTRICT           DATE 21 Apr. 1994\n      --------------------                                                       -----------------\nCHECKED   BOURKE                            TIDELAND LEASE                   SCALE\n       -------------------           WITHIN CORPORATE LIMITS OF SAN DIEGO          ---------------\nREVIEWED  [SIG]                 NATIONAL STEEL AND SHIPBUILDING COMPANY      REF.   2516-B, 2E-21\n        ------------------                                                       -----------------\nAPPROVED                                                                             DRAWING  NO.\n        [SIG]                                                                        021-022\n--------------------------                                                           SHT. 3 OF 3\n DIRECTOR OF ENGINEERING\n\n\n\n                                  EXHIBIT 'B'\n\n\n\n\n\n\n\n\n\n\n\n                     EXAMPLES OF REAL PROPERTY IMPROVEMENTS\n\n1.    New buildings, or permanent structures, or alterations, or additions to\n      existing buildings or permanent structures.\n\n2.    Fill, wharfs, or bridges over existing water area, or dredging of existing\n      land area.\n\n3.    Piers, docks, or inclined building ways, or improvements or upgrades of\n      such facilities to facilitate berthing of ships, such as permanent\n      fenders, mooring bitts, dredging (in excess of maintenance dredging),\n      structural upgrades, browing and boarding tower systems, and utility\n      facilities, (such as fresh water and salt water, steam, air, gas, electric\n      power, and sewage connections).\n\n4.    New graving dock(s) or improvements to existing graving docks; which would\n      include items similar to those listed in No. 3 above, plus improvements to\n      pumping system, periodic major overhaul of the caisson, and major\n      preservation systems for graving dock walls.\n\n5.    Improvements and upgrades of facilities on piers to facilitate connections\n      from and operation of floating dry dock.\n\n6.    Improvements and upgrades of permanent utility systems (such as electrical\n      distribution, gas distribution, compressed air systems, water, fire mains,\n      and sewage systems).\n\n7.    Platens (a structure which is a special work station built on engineered,\n      level reinforced concrete foundations to facilitate the weld-assembly of\n      major ship structural assemblies) with various special outfitting items\n      such as pin jigging turning jigs and straight ribs.\n\n8.    Roads, paving, curbs, crane rails and foundations, fixed conveyor systems,\n      and other feeder systems for transportation of materials.\n\n9.    Ground cover as ordered by Lessor.\n\n10.   Other permanent improvements, fixtures, and equipment, which can be fully\n      depreciated within the term of this Lease.\n\nThis list is not exclusive or exhaustive of those improvements which qualify for\ncredit under Paragraph 4(a) of this Lease, but is for example only. Items listed\nare not approved for construction. Any proposed construction must be submitted\nas required by Lease provisions.\n\n                                  EXHIBIT 'C'\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7614],"corporate_contracts_industries":[9475],"corporate_contracts_types":[9583,9579],"class_list":["post-41919","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-general-dynamics-corp","corporate_contracts_industries-aerospace__ships","corporate_contracts_types-land__ca","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41919","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41919"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41919"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41919"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41919"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}