HomeMy WebLinkAbout9643 - Assignment of an Interest & Repurchase Agreementa
RESOLUTION NO. 9643
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF NEWPORT BEACH APPROVING ASSIGNMENT OF AN
INTEREST IN THE BALBOA BAY CLUB LEASEHOLD
ESTATE BY SALE TO THE BALBOA BAY LIMITED
PARTNERSHIP, A MISSOURI LIMITED PARTNERSHIP,
OPPENHEIMER INDUSTRIES, INC., A MISSOURI
CORPORATION, AS GENERAL PARTNER, AND BY LEASE-
BACK TO INTERNATIONAL BAY CLUBS, INCORPORATED,
WITH REPURCHASE AGREEMENT
WHEREAS, the City of Newport Beach has entered into
a lease dated March 24, 1948, with the predecessors in interest
to International Bay Clubs, Incorporated, a California corpora-
tion, which lease has since been amended by instruments dated
April 10, 1950, September 29, 1952, and March 28, 1960, covering
the premises in the City of Newport Beach more particularly
described in the lease, as amended, which is referred to in the
consent to assignment authorized hereby as the "Main Lease "; and
WHEREAS, one of the provisions of the said lease pro-
vides that the lease may not be assigned without the consent of
the City of Newport Beach; and
WHEREAS, the City of Newport Beach has heretofore by
Resolution No. 7586 on December 13, 1971, authorized certain
assignments of portions of the leasehold estate by deeds of trust
and /or by sale lease -badk of its leasehold estate and leasehold
improvements thereon; and
WHEREAS, the City of Newport Beach has heretofore by
Resolution No. 8915 on October 26, 1976, authorized certain
assignments of portions of the leasehold estate by deeds of trust
and /or by sale lease -back of its leasehold estate and leasehold
improvements thereon; and
WHEREAS, International Bay Clubs, Incorporated, successor
in interest to Balboa Bay Club, Inc., proposes to sell to The
Balboa Bay Limited Partnership, a Missouri limited partnership,
Oppenheimer Industries, Inc., a Missouri corporation, as
General Partner, the portion of the leasehold estate created by
Interest (non Terrace parcel), to be given by International Bay
Clubs, Incorporated, a California corporation, directly or through
one or more newly formed subsidiary corporations which will hold
title separately to each of the two portions of the leasehold
estate through First American Trust Company as Trustee of a land
holding trust to facilitate the sale and assignment in favor of
The Balboa Bay Limited Partnership and its successors and
assigns, or similar investor group, for a sale price in the prin-
cipal sum of Eleven Million Dollars ($11,000,000.00), said sum
inclusive of all underlying debt and encumbrances and the right
of seller to further refinance such encumbrances so long as the
aggregate underlying debt does not exceed Five Million Dollars
($5,000,000.00) and a lease -back to be given by The Balboa Bay
Limited Partnership to International Bay Clubs, Incorporated;
or subsidiary corporation and repurchase by it; and
WHEREAS,.the proposed assignment or assignments are
to remain junior to and subject to the rights of the City of
Newport Beach as Lessor, pursuant to this resolution of consent
and the terms of the lease as heretofore amended; and
WHEREAS, it appears to.be in the best interests of the
citizens of the City of Newport Beach that the City consent to
such assignments described above,
NOW, THEREFORE, BE IT RESOLVED that the City Council
of the City of Newport Beach hereby consents to the above-
described assignments, directly or indirectly through one or
more newly formed subsidiary corporations which will hold title
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the Main
Lease, as more
particularly
described
in that
certain
Contract
For Assignment
Of Leasehold,
Real and
Personal
Property
Interest (non Terrace parcel), to be given by International Bay
Clubs, Incorporated, a California corporation, directly or through
one or more newly formed subsidiary corporations which will hold
title separately to each of the two portions of the leasehold
estate through First American Trust Company as Trustee of a land
holding trust to facilitate the sale and assignment in favor of
The Balboa Bay Limited Partnership and its successors and
assigns, or similar investor group, for a sale price in the prin-
cipal sum of Eleven Million Dollars ($11,000,000.00), said sum
inclusive of all underlying debt and encumbrances and the right
of seller to further refinance such encumbrances so long as the
aggregate underlying debt does not exceed Five Million Dollars
($5,000,000.00) and a lease -back to be given by The Balboa Bay
Limited Partnership to International Bay Clubs, Incorporated;
or subsidiary corporation and repurchase by it; and
WHEREAS,.the proposed assignment or assignments are
to remain junior to and subject to the rights of the City of
Newport Beach as Lessor, pursuant to this resolution of consent
and the terms of the lease as heretofore amended; and
WHEREAS, it appears to.be in the best interests of the
citizens of the City of Newport Beach that the City consent to
such assignments described above,
NOW, THEREFORE, BE IT RESOLVED that the City Council
of the City of Newport Beach hereby consents to the above-
described assignments, directly or indirectly through one or
more newly formed subsidiary corporations which will hold title
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r- w
separately to each of the two portions of the leasehold estate
through First American Trust Company as Trustee of a land
holding trust to facilitate the sale and assignment in favor of
Leasehold, Real and Personal Property Interest (non Terrace
parcel) and Leaseback and Repurchase Agreement, subject to all
of the terms and conditions set forth in the Consent to Assign-
ment in the form described above or as modified, subject to the
approval of the City Auditor and City Attorney, provided no
impairment in City's right, title and interest in the real
property is created thereby, and hereby authorizes the Mayor and
City Clerk to execute said consent to assignments on behalf of
the City.
ADOPTED this 10th day of September , 1979.
ATTEST:
Ae,,_,, L:::12�
City Clerk
r ERTIEIED A O�IOINkA
G17Y CLERK OF THE CITY OF Ri &Y;e'LEi"r1
DATES ...�..�... ...._.._.�d Jr- _.L...f.'...�. .r
Iiddh�
_Mpw�
Mayor Pro mpor=
-3-
The Balboa
Bay Limited Partnership
and
its successors and
assigns, or
similar investor group
by
Contract for Assignment of
Leasehold, Real and Personal Property Interest (non Terrace
parcel) and Leaseback and Repurchase Agreement, subject to all
of the terms and conditions set forth in the Consent to Assign-
ment in the form described above or as modified, subject to the
approval of the City Auditor and City Attorney, provided no
impairment in City's right, title and interest in the real
property is created thereby, and hereby authorizes the Mayor and
City Clerk to execute said consent to assignments on behalf of
the City.
ADOPTED this 10th day of September , 1979.
ATTEST:
Ae,,_,, L:::12�
City Clerk
r ERTIEIED A O�IOINkA
G17Y CLERK OF THE CITY OF Ri &Y;e'LEi"r1
DATES ...�..�... ...._.._.�d Jr- _.L...f.'...�. .r
Iiddh�
_Mpw�
Mayor Pro mpor=
-3-