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HomeMy WebLinkAbout06-26-1995 Item #5June 1, 1995 TO: FROM: SUBJECT: CITY OF NEWPORT BEACH Marine Department MAYOR AND CITY COUNCIL Marine Department 0 UN 2 6 1995 BAHIA CORINTHIAN YACHT CLUB TIDELANDS LEASE C-jD,SS7 Recommendation: If desired: 1. Approve the transition from an annual Commercial Harbor Permit to a 35 year Lease for the tidelands bayward of the Bahia Corinthian Yacht Club (BCYC). 2. Approve the attached Option and Lease in substantially the form attached. Background: Within the last year, the Bahia Corinthian Yacht Club (BCYC) has had an opportunity to purchase the land on which their yacht club sits from the Irvine Company. The majority of the marina bayward of the yacht club is over State Tidelands and is permitted to California Recreation, a dba of the Irvine Company. The City's permit fee for the use of this water area , is based on an appraisal done in 1989, at which time it was recommended that the fair market permit fee for commercial tidelands use be 21 cents a square foot per year. The fee is reviewed annually and recommendations for adjustments are based upon the Consumer Price Index. To assist in financing the purchase of the property, BCYC has approached the City with a proposal to lease the tidelands bayward of the yacht club rather then have them under a permit. In June of 1993, the Marine Department, in conjunction with the BCYC, commissioned an appraisal of the fair rental value of the tidelands bayward of the yacht club. The appraisal, done by George Hamilton Jones Incorporated, concluded that the fair rental value of the water area, pursuant to a long term lease, would be 9 percent of the gross receipts from the slip rentals within the tidelands. Analysis• Currently, the marina, under the permit system, occupies 62,800 square fee of the City tidelands. The City's permit fee is calculated by multiplying the occupied square footage times 27 cents a square foot. Using this formula, the marina currently generates $16,956.00 for the City on an annual basis. Based upon the appraisal prepared by George Hamilton Jones Inc., it was recommended that the Lease rent be 9 percent of the gross rental charge per lineal foot. At the time of the appraisal, the average slip rate in Newport Harbor was $13.03 per lineal foot. The lineal footage of slip space over State Tidelands bayward of BCYC is 2,504 lineal feet. As a result, the annual return to the City under a lease, based on 9 percent, would be $35,237.00. The difference between the current permit fee and a lease would be $18,281.00 per year. The benefits to the City in a lease arrangement are, initially, increased revenue, and rather then have the return tied to the Consumer Price Index, the rent would be tied to the market rate for slip space rentals within Newport Beach. This would insure that the City's return per lineal foot would be reflective of the rates that are currently charged within Newport Harbor. The benefits to the harbor permittees would be the ability to obtain long term financing to purchase the upland property. Lease Terms: Due to extensive bulkhead repairs that must be made on the property immediately, the Lessee, BCYC, has asked that the City consider an "Option to Lease" that would run for three years. In consideration for that option, there would be a one time fee of $15,000.00, in addition to the ongoing permit fee that they are currently paying in the amount of $16,956.00. The option fee would be payable upon the execution of the option agreement. As mentioned above, the rent shall be a percentage rent, at the rate of 9 percent (9%) of gross slip rents within the tidelands. Every year, on the anniversary date of the lease, the rental rate shall be adjusted upwards or downwards in direct proportion to the average increase or decrease in the rental rate per lineal foot of slips in the "comparable marinas" described in the Lease Exhibit C, but in no event, if adjusted downward, shall it drop below the then prevailing permit fee paid by other commercial harbor permittees within lower Newport Harbor. The proposed terms for the Lease and Option have been reviewed by the City Council Finance Committee, and they concur with the above staff recommendation lZ Tony Melum Acting Marine Director LEASE THIS LEASE, made this day of ,19_1 by and between the City of Newport, a municipal corporation, and Charter City, hereinafter, "Lessor" and the Bahia Corinthian Yacht Club, a California, non-profit Corporation, hereinafter, "Lessee", is made with reference to the following recitals: RECITALS A. Under the provisions of the Beacon Bay Bill (Chapter 740 of the Statues of 1978), Lessor is the grantee of certain harbor tidelands, located in the City of Newport Beach, County of Orange, ("Tidelands Grant") and B. The Bahia Corinthian Yacht Club currently operates a marina in and over a portion of those tidelands under Harbor Permit 0101-1801-1, and C. Harbor Permit 0101-1801-1 is issued to California Recreation, a dba of The Irvine company, the owner of the upland property adjacent to the tidelands, and D. The Bahia Corinthian Yacht Club has acquired the upland property adjacent to the tidelands, and E. The parties desire to enter into a long-term lease in lieu of a City Harbor Permit, and F. The Marina use to be made of these tidelands, and the terms and conditions in this lease are consistent with the pro- visions of the City Charter and Ordinances of the City of Newport Beach, and are consistent with the provisions of the Tideland's Grant. G. Lessor and Lessee entered into that certain Option Agreement for the Lease of Real Property dated as of , 1995 (the "Option Agreement") granting Lessee the right to enter into a lease for the Premises on the terms and conditions set forth herein. Lessee has duly exercised such option, all conditions precedent to such exercise have been satisfied, and there exists no event of default by Lessee under the Option Agreement as of the date of the exercise of the option by Lessee or the date hereof. NOW THEREFORE, THE PARTIES AGREE: 1. LEASED PREMISES In consideration of the rent to be paid and the covenants and conditions to be observed and performed by Lessee, Lessor leases to the Lessee those tidelands described in Exhibit A and depicted on the map attached, as Exhibit B, (the "Premises"). Lessor reserves all oil, oil rights, gas, minerals, mineral rights, natural gas rights and other hydrocarbon substances in and under the Premises and the right to grant and transfer the same, together with all necessary and convenient rights to explore for, develop, produce and extract and take the same, subject to the express limitation that any and all operations for the exploration, development, production, extraction and taking of any such substance shall be carried on at levels below the depth of five hundred feet (5001) from the surface of the land by means of wells, derricks and other equipment from surface locations on adjoining or neighboring land, and subject further to all restrictions and regulations concerning 2 the drilling for, and production of, oil, gas, minerals, petroleum and other hydrocarbon substances specified in the Newport Beach City Charter or the Newport Beach Municipal Code. 2. TERM The Term shall commence on the date first written above, and shall expire upon the thirty-fifth (35) anniversary thereof (the "Expiration Date"), unless sooner terminated as provided in this agreement. 3. QUIET POSSESSION So long as no default by Lessee has occurred under this Lease, Lessee shall peaceably and quietly use and enjoy the Premises for the Term, without hindrance or interruption by Lessor or any other person or persons claiming by, through or under Lessor. Lessor shall in no event be liable in damages or otherwise, nor shall Lessee be released from any obligations hereunder, because of the interruption or termination of any service provided by the Lessor (such as , water or sewer service), or a termination, interruption or disturbance of any service attributable to any act or neglect of Lessor or its servants, agents, employees, licensees, business invitees, or any person claiming by, through or under Lessee. 4. IMPROVEMENTS TO LEASED PREMISES Lessor and Lessee acknowledge that Lessee has constructed major improvements on and adjacent to the Premises. These improvements include, but are not necessarily limited to, bulkheads, piers, docks, floats and related improvements which comprise a marina consisting of 2,504 lineal feet of slips for 3 docking of boats, (collectively, the "Marina improvements") as shown on Exhibit B. Of the 2,504 lineal feet of slips for docking boats, 2,079 lineal feet of such slips are located on State Tidelands, which are the subject of this Lease and shall serve as the basis for calculating rent herein below. 5. RENT Upon execution of this lease Lessee shall pay to Lessor the sum of twenty-nine thousand, two hundred, fifty-six dollars and fifty-one cents ($29,256.51), in twelve equal monthly installments of two thousand four hundred and thirty-eight dollars and four cents ($2,438.04) payable on the first of each month, and every year thereafter Lessee shall pay rent which sum is equal to 9 percent of the annual gross receipts from slip rentals generated by 2,079 lineal feet of marina slips at a rental rate of $13.03 per lineal foot, the ("rental rate") or such rental rate as may be adjusted as provided in Paragraph 6 below. 6. RENT ADJUSTMENT/MINIMUM RENT Every year, on the anniversary date of the lease, the rental rate shall be adjusted upwards or downwards in direct proportion to the weighted average increase or decrease in the rate per lineal foot of slips in the "comparable marinas" described below, but in no event shall the rent adjust below the then prevailing commercial harbor permit fee paid by other commercial users within lower Newport Harbor. The weighted average rate per lineal foot of slips shall be determined by the following "comparable marinas.": Bayside Marina, Villa Cove Marina, Balboa Yacht Basin, Balboa 4 Marina and Bayshores Marina. From the list of "comparable marinas" the following size categories shall be excluded from the weighted average calculations: Bayside Marina, 46 foot to 74 foot; Bayshores Marina, 68 foot to 82 foot. If the method of determining rental rates in the comparable marinas should change, Lessor agrees to consult with Lessee to establish a comparable method to determine the future rental rates. 7. ALTERATIONS Lessee shall have the right to make, at its sole expense, such nonstructural changes, alterations, improvements and additions in and to the marina improvements, but such changes shall conform to the City's Harbor Permit Policies and Exhibit B. Structural changes shall not be made to any marina improvement without first submitting written plans and specifications of the proposed change, alteration or addition to the Lessor and obtaining Lessor's written approval. Lessee shall make, at its expense, such changes, alterations or additions in and to structures on the Premises that may be required by any public law ordinance from time to time, applicable to Lessee's use and occupancy of the Premises. 8. MARINA MAINTENANCE Lessee at its sole cost and expense, shall keep and maintain all marina improvements and related fixtures and personal property in first class order, condition and repair. Lessee shall maintain and operate not less than 2,079 lineal feet of slips available for rent. Maintenance dredging bayward of the property line, between the bulkhead line and the pierhead line, shall be the k, responsibility of the Lessee for the zone delineated by bayward prolongations of upland side property lines out to the U. S. project line. The Lessee agrees that the Lessor may go upon the leased Premises and make any necessary repairs to the Premises, and perform any work therein: 1) Which may be necessary to comply with any laws, ordinances, rules or regulations of any public entity; 2) That Lessor is obligated to make, under the terms of this lease, or; 3) That the Lessor may deem necessary to prevent waste or deterioration of the Premises, if the Lessee does not make or cause such work to be performed promptly and diligently after receipt of written demand, therefore from the Lessor. Nothing herein contained shall apply any duty on the part of the Lessor to do any work which the Lessee may be required to do, nor shall it constitute a waiver of Lessee's default. No exercise by the Lessor of any rights reserved, shall entitle the Lessee to any damage for any injury or inconvenience occasioned thereby, or to any abatement of rent, however, such repairs once commenced, shall be completed in a timely manner. In the event that Lessor makes, or causes to be made, any repairs, within the term of this lease that is Lessee's obligation to make, Lessee shall upon demand, pay to the Lessor the cost of such repairs, which amounts shall be due and payable upon demand and shall bear interest from the date of demand, until totally paid at the rate of nine percent (90) per annum. 1.1 9. USE OF THE PREMISES During the term of this Lease, Lessee shall use and occupy the Premises, principally for the operation of a marina. The marina use shall be limited to the rental of boat slips, dock lockers, dry storage and related uses. Lessee shall not commit or permit the commission by others of any waste on the Premises. Lessee shall not maintain any nuisance, as defined in Section 3479 of the California Civil Code on the leased Premises. Lessee shall not unreasonably interfere with the rights of other harbor permittees or nearby residents, and Lessee shall not use or permit the use of the Premises for any unlawful purpose, or in violation of any provision of law. 10. UTILITIES Lessee shall be solely responsible for obtaining and shall promptly pay for all water, power, sewer, and other utility services provided to the Premises. 11. RIGHT TO ENTER (1) Lessor expressly reserves the right to enter the Premises and all improvements for any purpose associated with this Lease or for carrying out any function required by law, or the rules, regulations or management policies of the City of Newport Beach. Lessor shall have a right of reasonable access to the Premises across Lessee owned or occupied lands adjacent to the Premises for any purpose associated with this Lease. 12. RULES, REGULATIONS AND TAXES (a) Lessee shall comply with and be bound by all presently 7 existing or subsequently enacted policies, regulations, statutes or ordinances of the City of Newport Beach, including, but not limited to, rules and regulations prescribed under Council Policy H-1 (Harbor Permit Policies), or any other government agency or entity having lawful authority and jurisdiction. (b) Lessee understands and agrees that a necessary condition for the granting and continued existence of this Lease is that Lessee obtain and maintain all permits or other entitlements. (c) During the term of this lease, Lessee shall pay, prior to delinquency, any and all taxes assessed against Lessee's possessory interest under this Lease and all other taxes, assessments, user fees or service charges imposed on or associated with the leasehold interest, or personal property or improvements on the Premises, and such payment shall not reduce rent due Lessor under this Lease, and Lessor shall have no liability for such payment. 13. ENVIRONMENTAL REQUIREMENTS (a) Lessee shall practice conservation of water, energy, and other natural resources and shall prevent pollution and harm to the environment. Lessee shall not violate any law or regulation whose purpose is to conserve resources or to protect the environment. (b) Lessee shall not use, nor permit the use of, any hazardous wastes or materials in the construction, reconstruction or renovations of or use of the marina improvements in violation of any applicable law, regulation, code or ordinance. Lessee shall, at its expense, comply, and cause each of its members, licensees and/or concessionaires of space in the marina or elsewhere adjacent 0 to the Premises to comply with all applicable laws, regulations, codes and ordinances relating to any hazardous regulated material, including obtaining and filing all applicable notices, permits, licenses and similar authorizations. Lessee shall be fully responsible to clean up any hazardous wastes, substances or materials as may be required under federal, state or local law, regulation, or ordinance that are manufactured, generated, used, placed, disposed, stored, or transported on the Premises by Lessee, its members, licensees and concessionaires during the Lease term and shall comply with and be bound by all applicable provisions of such federal, state or local law, regulation or ordinance dealing with such wastes, substances or materials. Lessee shall notify Lessor and the appropriate governmental emergency response agency(ies) immediately in the event of any release or threatened release of any such wastes, substances or materials. 14. INDEMNITY (a) Lessee agrees to defend, indemnify, protect and hold Lessor harmless from and against any and all liability, claims, damages, penalties, actions, demands or expenses of any kind or nature, including damage to any property and injury (including death) to any person (collectively, "Claims"), arising from Lessee's use or occupation of the Premises of from any activity, work or things done, permitted or suffered by Lessee, or from any activity, work or things done, permitted or suffered by Lessee or any omission of Lessee on or about the Premises or from any litigation concerning any of the foregoing in which Lessor is made D a party Defendant. Lessee shall not be required hereunder to defend, indemnify or hold Landlord or any other person or entity indemnified under this Section harmless from or against any of the Claims to the extent such Claim arises solely out of the negligence or willful misconduct of Lessor. This obligation to indemnify shall include reasonable attorneys' fees and investigation costs and all other reasonable costs, expenses and liabilities incurred by Lessor or its counsel from the first notice that any claim or demand is to be made or may be made. (b) Upon receiving knowledge of any Claim that Lessor believes is covered by this indemnity, Lessor shall give Lessee notice of the matter and an opportunity to defend it, at Lessee's sole cost and expense, with legal counsel satisfactory to Lessor in its sole and absolute discretion. Lessor may also require Lessee to so defend the matter. So long as Lessee shall be defending any such Claim, Lessor shall not settle such claim without the consent of Lessee. (c) Lessee shall notify Lessor immediately in case of any accident, injury or casualty on the Premises. 15. INSURANCE (a) Lessee shall obtain and maintain in full force and effect during the term of this lease, comprehensive general liability insurance and property damage insurance, with such coverage and limits as may be reasonably requested by the Lessor from time to time, but in no event for less than the sum(s) specified below, insuring Lessee and Lessor against any and all claims or liability 10 arising out of the ownership, use, occupancy, condition or maintenance of the Premises and all improvements. (i) Comprehensive General Liability Insurance. Lessee shall maintain Comprehensive General Liability Insurance with a combined single limit for bodily injury and property damages of Two Million Dollars ($2,000,000), (which amount shall be subject to periodic adjustment as may be determined by City upon 180 days prior notice. The limits of liability of the insurance coverage specified in this paragraph may be provided by any combination of primary and excess liability insurance policies. (ii) Property Insurance -Construction. During construction of any improvements on the Premises, Lessee shall maintain builder's risk insurance against "all risk" or physical loss, including without limitation the perils of flood, collapse and transit, with deductibles acceptable to Lessor, covering the total cost of work performed, equipment, supplies and materials furnished on a replacement cost basis. Lessee shall be permitted to obtain and maintain flood insurance in such amounts and forms as are available, from time to time, under National Flood Insurance Program. (iii) Property Insurance. Lessee shall obtain insurance on the marina improvements and shall maintain insurance continuously during the Term, against "all 11 risk" perils of physical loss, including, but not limited to, flood, fire, lightning, riot and civil commotion, vandalism and malicious mischief. Such insurance shall be in amounts not less than the then full replacement cost of the marina improvements, without deduction for depreciation. Such policies of insurance shall contain the "Replacement Cost Endorsement." Such full replacement cost shall pertain to the Project and Furnishings and be determined not less often than each two (2) years during the Term. (b) Insurance carriers shall be licensed and approved to do business in California having a general policyholders' rating of not less than B+ and financial rating or not less than "VII" in the most current Best's Key Rating Guide. (c) The insurance policy or policies shall name the Lessor, its officers, and employees as additional insureds. Lessee shall provide Lessor with a certificate of such insurance and shall keep such certificate current. The policy (or endorsement) must provide that the insurer will not cancel the Lessee's coverage without thirty (30) days prior written notice to the Lessor. The Lessor will not be responsible for any premiums or other assessments on the policy. The coverage provided by the Lessee shall be primary and non-contributing. (d) The insurance coverage specified in this Lease shall be in effect at all times during the Lease term and subsequently until all of the Premises have been either accepted as 12 improved, by Lessor, or restored by Lessee. (e) Lessee shall not commit or permit the commission of any acts on the Premises that would cause the cancellation of any liability or other insurance policy, insuring either the Premises or the improvements on the Premises. Lessee shall, at its own cost and expense, comply with any and all requirements imposed by insurance companies that carry the policies described above. (f) Each policy of insurance procured pursuant to the Section shall contain, either (i) a waiver by the insurer of the right of subrogation against either party hereto for negligence of such party; or (ii) a statement that the insurance shall not be invalidated should any insured waive in writing prior to a loss any or all right of recovery against any party for loss described in the insurance policy. Lessor and Lessee each hereby waives any and all rights of recovery against the other, and against it shareholders, officers, directors, employees, subsidiaries, partners, servants, agents and representatives, for loss or damage arising from any cause insured against under the form of insurance policies required to be carried pursuant to this Section or under any other policy of insurance carried by either Lessor or Lessee. Lessee and Lessor each agrees to use reasonable efforts to obtain its liability insurance carriers, permission as to the waiver of subrogation described above in this Section. (g) Lessee shall at all times observe and comply with the requirements of all policies of insurance in force with respect to the Premises or any part thereof, and Lessee shall so perform and 13 satisfy the requirements of the companies writing such policies so that, at all times, companies of good standing reasonably satisfactory to Lessor shall be willing to write or to continue such insurance. Lessee shall, if any member, licensee, concessionaire or other user of any portion of the Premises engages in any activity in violation of the requirements of all policies of insurance in force with respect to the Premises, or any party thereof, take steps, immediately upon knowledge of such activity, to remedy or prevent the same, as the case may be. 16. CASUALTY Lessee shall promptly cause the marina improvements, or any part, thereof, which is damaged or destroyed,to be repaired and restored to its original condition whether or not required to be insured against, at Lessee's sole cost and expense. Such repair and restoration shall be commenced in good faith and with all reasonable diligence within a reasonable diligence within a reasonable period of time following casualty and shall be completed with due diligence. 17. NO ABATEMENT OF RENT Throughout the Term, no direct or indirect destruction of or damage to the marina improvements or any other personal property on the Premises or any part thereof or elsewhere by fire or other casualty whatsoever, whether such damage or destruction be partial or total, shall permit Lessee to surrender or terminate the Lease or relieve Lessee from its obligation to pay in full the rent and other sums and charges 14 payable by Lessee hereunder or from any other obligation under the Lease, except as otherwise expressly set forth herein. 18. ASSIGNMENT, ENCUMBRANCING OR SUBLETTING (a) Lessee shall not either voluntarily or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Lease and shall not sublet the Premises, in whole or in part, or allow any person other than the Lessee's employees, members, agents, servants and invitees to occupy or use all or any portion of the Premises without the prior written consent of Lessor which consent shall not be unreasonably withheld. (b) The following shall be deemed to be an assignment or transfer within the meaning of this Lease: 1) If Lessee is a corporation, any dissolution, merger, consolidation or other reorganization of Lessee or sale or other transfer of a per- centage of capital stock of Lessee which re- sults in a change of controlling persons, or the sale or other transfer of substantially all the assets of Lessee. 2) If Lessee is a partnership, a transfer of any interest of a general partner, a withdrawal of any general partner from the partnership, or the dissolution of the partnership. (c) This lease is appurtenant to adjoining littoral or riparian land and/or uplands, and Lessee shall not transfer or assign its ownership interest or use rights in such adjoining land 15 separately from the leasehold rights granted by this Agreement without the prior written consent of Lessor. 19. DEFAULT AND REMEDIES (a) The occurrence of any one or more of the following shall constitute a default by Lessee: (i) Failure of Lessee to pay Rent due hereunder within thirty (30) days after written notice from Landlord; or (ii) Any failure by Lessee to perform any of the other terms, conditions or covenants of this Lease to be observed or performed by Lessee after thirty (30) days written notice from Landlord. (iii) Lessee becoming insolvent or filing any debtor proceedings, or should any adjudications in bankruptcy be rendered against Lessee, or should Lessee take or have taken against it, in any court pursuant to any statute either of the United States or of any State, a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Lessee's property, and should the same not be discharged within one hundred twenty (120) days thereafter; or (iv) Lessee permitting the Premises to become vacant or unoccupied for fifteen (15) consecutive days after written notice to Lessee (except for vacancies caused by any Force Majeure or by remodeling, reconstruction, alterations or repairs permitted under this Lease); or (v) The appointment of a trustee or receiver to take possession of substantially all of the assets of Lessee located at the Premises or Tenant's interest in this Lease or the Premises, where possession is not restored within thirty (30) days. (b) Except for the payment of rent, if the nature of Lessee's default or breach under this paragraph is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default or breach if Lessee commences such cure within such thirty (30) day period and diligently proceeds with such cure to completion. (c) Remedies In the event of a default or breach by Lessee and Lessee's failure to cure such default or breach, Lessor may at any time and with or without notice do any one or more of the following: (1) Re-enter the Lease Premises, remove all persons and property, and repossess and enjoy such Premises. (2) Terminate this Lease and Lessee's right of possession of the Lease Premises. Such termination shall be effective upon Lessor's giving written notice and upon receipt of such notice, Lessee shall immediately surrender possession of the Lease Premises to Lessor. (3) Maintain this Lease in full force and effect and recover any rental, royalty, or other consideration as it becomes due, without terminating Lessee's 17 right of possession, regardless of whether Lessee shall have abandoned the Lease Premises. (4) Exercise any other right or remedy which Lessor may have at law or equity. 20. RESTORATION OF PREMISES (a) Upon expiration or sooner termination of this Lease, Lessor upon written notice, may take title to any or all improvements, including fills, or Lessor may require Lessee to remove all or any such improvements at its sole expense and risk; or Lessor may itself remove or have removed all or any portion of such improvements at Lessee's sole expense. Lessee shall deliver to Lessor such documentation as may be necessary to convey title to such improvements to Lessor, free and clear of any liens, mortgages, loans or any other encumbrances. (b) In removing any such improvements, Lessee shall restore the Premises as nearly as possible to the conditions existing prior to their installation or construction. (c) All plans for and subsequent removal and restoration shall be to the satisfaction of Lessor and shall be completed within ninety (90) days after the expiration or sooner termination of this Lease. (d) In removing any or all the improvements, Lessee shall be required to obtain any permits or other governmental approvals as may then be required by lawful authority. m 21. ADDITIONAL PROVISIONS (a) waiver (1) No term, covenant, or condition of this Lease and no default or breach of any such term, covenant or condition shall be deemed to have been waived by Lessor's acceptance of a late or nonconforming performance or otherwise, unless such a waiver is expressly acknowledged by Lessor in writing. (2) Any such waiver shall not be deemed to be a waiver of any other term, covenant or condition of this Lease. (b) Time Time is of the essence of this Lease and each and all of its terms, covenants or conditions in which performance is a factor. (c) Notice All notices required to be given under this Lease shall be given in writing, sent by U. S. Mail with postage prepaid, to Lessor at the offices of the City of Newport Beach, Attn: City Manager, and the Lessee at the address specified in this Lease. Lessee shall give Lessor notice of any change in its name or address. Until such notice of change, all notices to Lessee shall be sent to: BAHIA CORINTHIAN YACHT CLUB, I 1600 Bayside Drive, Corona del Mar, CA 92625. Attn: (d) Consent Where Lessor's consent is required under this Lease, its consent for one transaction or event shall not be deemed to be a consent to any subsequent occurrence of the same or any other transaction or event. (e) Changes This Lease may be terminated and its term, covenants and conditions amended, revised or supplemented only by mutual written agreement of the parties. (f) Successors The terms, covenants and conditions of this Lease shall extend to and be binding upon and inure to the benefit of the heirs, successors, and assigns of the respective parties. (g) Joint and Several obligation If more than one Lessee is a party to this Lease, the obligations of the Lessees shall be joint and several. (h) Captions The captions of this Lease are not controlling and shall have no effect upon its construction or interpretation. (i) Severability If any term, covenant or condition of this Lease is 20 determined by a court of competent jurisdiction to be invalid, it shall be considered deleted and shall not invalidate any of the remaining terms, covenants and conditions. IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT EFFECTIVE AS OF THE DATE FIRST WRITTEN ABOVE. LESSOR For City of Newport Beach Mayor Attest: City Cler Approved As To Form: r Asst. ity Attorney 2_ LESSEE Bahia Corinthian Yacht Club wb\agr\bahia.lse EXHIBIT A LEGAL DESCRIPTION OF THE LAND A. Lot D of Tract No. 6927, in the City of Newport Beach, County of Orange, State of California, as per Map recorded in Book 265; Pages 17 and 18 of Miscellaneous Maps, in the Office of the County Recorder of said County. B. All of Buyer's rights, title and interest now or hereafter held in and to the portion of Lot C.of Tract No. 6927, in the City of Newport Beach, County of Orange, State of California, as per Map recorded in Book 265-, Pages 17 and 18 of Miscellaneous Maps, in the office of:the County Recorder of said County, depicted on Schedule I attached hereto. HARBOR PERMIT -BOUND IES n A. That area of State Tidelands bayward of the upland property between the U. S. Bulkhead Line -:and U.. R.`.Project Line, as shown on the attached aerial photograph, Exhibit B. 4 I )PNNI EXHIBIT "B" (the "Premises")