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Home My WebLink AboutC-7064-3 - East Bay Avenue, 600 - Lessor's Consent and AgreementDocument -3248708 -Page -1 RECORDING REQUESTED BY: Fidelity National Title Company 3760 Kilroy Airport Way #110 Long Beach, CA 90802 WHEN RECORDED RETURN TO: Discovery Science Center of Orange County 2500 N. Main Street Santa Ana, CA 92705 WITH A COPY TO: City of Newport Beach City Clerk's Office 100 Civic Center Drive P.O. Box 1768 Newport Beach, CA 92658-8915 Page 1 of 1 ,Recorded in Official Records, Orange County 'Hugh Nguyen, Clerk -Recorder II I I II III II I I I I I I I I I I I I I I II 57.00 *$ R 0 0 0 9 2 6 2 4 9 8$ 2017000191916 8:47 am 05111117 '105410C34Al2F14 14 0.00 0.00 0.00 0.00 39.00 0.00 0.00 0.00 [SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY] Loan Nos: A 90-102-0874-5 B 90-102-0878-8 LESSOR'S CONSENT AND AGREEMENT THIS LESSOR'S CONSENT AND AGREEMENT ("Lessor's Consent") is given this IIS day of May 2017, by the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City" and "Lessor"), and acknowledged and agreed to by Discovery Science Center of Orange County, a California nonprofit public benefit corporation, on the following terms and conditions: RECITALS A. On March 1, 2013, the City entered into that certain Lease Agreement With Options for Renewal ("Lease") with NHNM Property Holdings, LLC, a California limited liability company, concerning certain real property described as Tidelands, as defined in the Agreement, which is an independent site with no land access, consisting of approximately 21,363 square feet water area located generally at 600 East Bay Avenue in the City of Newport Beach, California ("Property"), as evidenced by a Memorandum of Lease recorded on March 21, 2016, as Instrument No. 2016000116050 in the Official Records of Orange County. Page 1 about:blank 05/11/2017 RECORDING REQUESTED BY: Fidelity National Title Company 3760 Kilroy Airport Way #110 Long Beach, CA 90802 WHEN RECORDED RETURN TO: Discovery Science Center of Orange County 2500 N. Main Street Santa Ana, CA 92705 WITH A COPY TO: City of Newport Beach City Clerk's Office 100 Civic Center Drive P.O. Box 1768 Newport Beach, CA 92658-8915 [SPACE ABOVE THIS LINE FOR RECORDER'S USE ONLY] Loan Nos: A 90-102-0874-5 B 90-102-0878-8 LESSOR'S CONSENT AND AGREEMENT THIS LESSOR'S CONSENT AND AGREEMENT ("Lessor's Consent") is given this 1l -T Vk day of May 2017, by the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City" and "Lessor"), and acknowledged and agreed to by Discovery Science Center of Orange County, a California nonprofit public benefit corporation, on the following terms and conditions: RECITALS A. On March 1, 2013, the City entered into that certain Lease Agreement With Options for Renewal ("Lease") with NHNM Property Holdings, LLC, a California limited liability company, concerning certain real property described as Tidelands, as defined in the Agreement, which is an independent site with no land access, consisting of approximately 21,363 square feet water area located generally at 600 East Bay Avenue in the City of Newport Beach, California ("Property"), as evidenced by a Memorandum of Lease recorded on March 21, 2016, as Instrument No. 2016000116050 in the Official Records of Orange County. Page 1 Loan Nos: A 90-102-0874-5 B 90-102-0878-8 B. On or about July 6, 2016, NHNM Property Holdings, LLC ("Assignor") merged with Discovery Science Center of Orange County, ("Assignee", and hereafter in this document "Borrower" and "Lessee"). Assignee is the surviving corporation from the merger, and as the sole corporate member of Assignor, Assignee is the owner of the real property located at 600 East Bay Avenue, Newport Beach, California. With the consent of the City, Assignor assigned to Assignee (and Assignee assumed from Assignor) all of Assignor's right, title, interest and obligations under the Lease, as evidenced by a Memorandum of Assignment of Lease and Amendment to Lease Memorandum ("Memorandum of Assignment"), recorded on May 4, 2017, as Instrument No. 2017000180201 in the Official Records of Orange County. C. In a letter dated March 6, 2017, Lessee provided the City a written notice of its intent and request for approval to refinance certain outstanding debt with a loan from Farmers and Merchants Bank of Long Beach ("Lender"). The loan terms include, among other things, the assignment of Lessee's interest in the Lease to Lender as collateral for the refinancing obligations pursuant to a leasehold deed of trust. D. Pursuant to Section 16 of the Lease, the prior written consent of City is required in connection with any transfer of the Lease, including the assignment of Lessee's interest in the Lease to Lender as collateral for the refinancing obligations pursuant to a leasehold deed of trust. CONSENT & AGREEMENT NOW, THEREFORE, the City does hereby consent to the assignment of Lessee's interest in and to the Lease to Lender under a Leasehold Deed of Trust, subject to the following: 1. Said consent to assignment shall be subject to each and all of the covenants, conditions and restrictions set forth in the Lease and shall be subject to all rights and interest of the City thereunder, except as herein otherwise provided. 2. The property is subject to the Lease described above and in "Exhibit A", attached hereto. The lease documents described in Exhibit A constitute the entire agreement of Lessee and Lessor regarding the Property. The lease is in full force and effect and unmodified. All rents and other charges due have been paid, there are no other defaults and the Lease is in good standing. Lessor has no knowledge of any facts which now or after the passage of time or the giving notice, or both, would constitute a default under the Lease. The payments required under the Lease are set forth in Exhibit A. Payments and notices to Lessor are deliverable as set forth in Exhibit A. Lessor has no claims outstanding against Lessee in connection with the Property. 3. Lessee has satisfied the provisions of Section 16(d) of the Lease, and confirms that in no event shall the leasehold mortgage exceed a loan -to -value ratio of seventy-five percent (75%) of the Premises. Lessee confirms that it will ensure Lender contemporaneously provides Lessor with any notices of default and notices of foreclosure Discovery Science Center of Orange County Page 2 Loan Nos: A 90-102-0874-5 B 90-102-0878-8 Lender sends to Lessee as a result of Lender allowing Lessee to use Lessee's interest in the Property as collateral for the refinancing obligations contemplated herein. 4. Lessee acknowledges that any leasehold mortgage now or hereafter placed on Lessee's interest in the Property shall be subject and subordinate to any limitations in the Tidelands Grants, Lessor's interest in the Tidelands, the Lease, and any mortgage now in existence on the leasehold estate. Lessee shall not use, encumber or transfer this Lease or the Property as security or collateral for any action unless directly related to the Tidelands and the permitted uses allowed by the Lease. 5. Lessee acknowledges this Lessor's Consent and the provisions of Section 16 of the Lease do not give any entity the right to mortgage, hypothecate, cause a transfer of, or otherwise encumber or cause any liens to be placed against the Lessor's interest in the Property as trustee of the tidelands, nor shall anything in this Lessor's Consent or the Lease be construed as resulting in a subordination in whole or in part of Lessor's interests. 6. Lessor consents to the granting of a security interest in Lessee's interest in the Lease to Lender and the recordation of the Leasehold Deed of Trust in the Official Records of Orange County concurrently herewith. Lessor agrees to send concurrently to Lender copies of any notices sent to Lessee pertaining to Lessee's default or Lessor's intent to terminate the Lease or any part thereof by certified U.S. mail. No modification or termination of the Lease agreed upon by Lessee shall be effective without the express written consent of Lender. Notice will be provided to Lender by certified mail at the following address: Farmers and Merchants Bank of Long Beach, Rossmoor Office, Attention: Jeff R. Spinelli -Faris, 12535 Seal Beach Boulevard, Seal Beach, California 90740; with a copy to: Farmers and Merchants Bank of Long Beach, Attention: Chief Credit Officer, 302 Pine Avenue, Long Beach, California 90802, referencing the Loan Number set forth on Exhibit A or at such other address given to the undersigned by Lender, at the same time as the notices are sent to Lessee. 7. Should Lessee be in default of the Lease, the Lease shall continue upon satisfaction of the terms, conditions, requirements, and procedures set forth in Section 16(d) of the Lease. 8. This consent and agreement shall not operate to change or supersede the terms and conditions of the Lease and, in the event of a conflict, the terms of the Lease shall control. [SIGNATURES ON FOLLOWING PAGE] Discovery Science Center of Orange County Page 3 Loan Nos: A 90-102-0874-5 B 90-102-0878-8 IN WITNESS WHEREOF, the duly authorized representatives of Lessee and City have executed this Lessor's Consent effective as of the date first above written. "Lessee" Discovery Science Center of Orange County, a California nonprofit public benefit corporation Lloyd Sep d S President ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of ((tXvvNX— )SS. On 20� before me, �- Notary Public, personally appeared O ,whoroved to me on the basis of satisfactory eivildence to be the person(s) whose name(.tj-are subscribed to the with'n instrument and acknowledged to me that6/ he/they executed the same in C/hr/their authorized capacity(ies), and that b i her/their signatures(s) on the �ument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ,WITNESS ha d and official seal. Signature 15 V. EDWARDSON Notary Public - California Orangq County z z ` Commission # 2110026 My Comm. Expires Nov 26,2020t (seal) Discovery Science Center of Orange County Page 4 Loan Nos: A 90-102-0874-5 "City" City of Newport Beach, a California municipal corporation and charter city Dav Iff City Manager AT S Leil4anil own City Clerk O - � APPROVED AST M: Aaron C. Harp �8•I1 oy�f�0RN�t� City Attorney ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of 09- A NbE, } ss. On Y" Al 1'D , 20 1-1 before me, �1Et4N1F-E►'1 m" MVS -Vel Notary Public, personally appeared OA J t L4.l FF , who proved to me on the basis of satisfactory evidence to be the person(&) whose name(&) is/a-Fe subscribed to the within instrument and acknowledged to me that he/&h94he executed the same in his/he#their authorized capacity(+es), and that by his/t}eOth r signatures(&) on the instrument the person{&), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the I the Rfate of- alafnroat the foregoing paragraph is true and correct. JENNIFER ANN MULVEY t Commission # 2045022 Notary Public - California i WITNEIS my hand and official seal. Z Orange County My Comm. Expires Oct 12, 2017 Signat (seal) Discovery Science Center of Orange County Page 5 Loan Nos: A 90-102-0874-5 B 90-102-0878-8 EXHIBIT "A" LESSOR'S CONSENT AND AGREEMENT 1. Borrower's (Lessee) Name: Discovery Science Center of Orange County 2. Property Address: 600 West Bay Avenue, Newport Beach, CA 92660 3. Property Description: See Attachment 1 — Property Depiction. 4. Lease (including all amendments and dates): See Attachment 2 - Memorandum of Lease and Amendment of Memorandum of Lease. 5. Borrower (Lessee's) Current Monthly Lease Payment: $ 602.95 6. Payments are current (Yes or No): Through: 7. Deliver notices and payments to Lessor at: City of Newport Beach Attn: Real Property Administrator 100 Civic Center Drive P.O. Box 1768 Newport Beach, CA 92658-8915 8. Term of Lease: Five (5) years Expires on: Options: February 28, 2018 Yes April 2017 One (1) consecutive renewal term of thirteen (13) years. Discovery Science Center of Orange County Page A-1 Loan Nos: A 90-102-0874-5 EXHIBIT A "ATTACHMENT 1" Property Depiction Discovery Science Center of Orange County Page A-2 Loan Nos: A 90-102-0874-5 EXHIBIT A "ATTACHMENT 2" Memorandum of Lease and Memorandum of Amendment of Lease Discovery Science Center of Orange County Page A-3