HomeMy WebLinkAboutC-7064-5 - East Bay Avenue, 600 - Consent to Assignment of LeaseRECORDING REQUESTED BY AND
WHEN RECORDED RETURN 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)
CONSENT TO ASSIGNMENT OF LEASE
THIS CONSENT TO ASSIGNMENT OF LEASE ("Consent to Assignment") is
given this 18th day of April 2017, by the CITY OF NEWPORT BEACH, a California
municipal corporation and charter city ("City") on the following terms and conditions:
RECITALS
A. On March 1, 2013, the City entered into that certain Lease Agreement (With
Option for Renewal) ("Lease") with NHNM Property Holdings, LLC, a California limited
liability company ("Assignor"), 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"), more particularly described in Exhibit
F to the Lease and depicted on the map set forth in Exhibit G to the Lease, excluding any
private water and improvements, as evidenced by a Memorandum of Lease recorded on
March 21, 2016, as Instrument No. 2016000116050 in the Official Records of Orange
County.
B. Pursuant to Section 16(a) of the Lease, the prior written consent of City is
required in connection with any transfer of the Lease.
C. On March 6, 2017, Discovery Science Center of Orange County, a
California nonprofit public benefit corporation ("Assignee"), provided a written request to
City, requesting approval of the transfer and assignment of Assignor's interest in the
Lease to Assignee.
CONSENT
NOW, THEREFORE, the City does hereby consent to the assignment of
Assignor's interest in and to the Lease to Assignee, subject to the following:
I . 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. Assignee shall assume the Lease via the Assignment and Assumption
Agreement ("Assignment"), 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. A copy of the completed Assignment
shall be provided to the City to ensure that any transfer of the leasehold interest will not
circumvent the provisions of the Lease.
3. A Memorandum of Assignment of Lease shall be executed by the Assignor
and Assignee, in substantially the same form as the document attached hereto as Exhibit
"A", and recorded against title to the Property.
4. All notices and other communications required or permitted under this
Consent to Assignment shall be in writing, served personally on, or mailed by certified or
registered United States mail to the party to be charged with receipt thereof. Notices and
other communications served by mail shall be deposited in a United States post office, as
certified or registered mail with postage prepaid and duly addressed to the party to whom
such notice or communication is to be given as follows:
Notice to Assignee:
Discovery Science Center of Orange County
2500 N. Main Street
Santa Ana, CA 92705
Notice to City: Attention: Real Property Administrator
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
Any such party may change said party's address for purposes of this Section 4 by giving
to the party intended to be bound thereby, in the manner provided herein, written notice
of such change.
5. This Consent to Assignment shall become effective upon recording and be
recorded concurrently with (but immediately prior to) the Memorandum of Assignment of
Lease.
[SIGNATURES ON FOLLOWING PAGE]
2
EXECUTED on the dates indicated below, at Newport Beach, Orange County,
California.
APPROVED AS TO FORM:
CITY ATTORNEY' OFFICE
Date: `l
Aaron C. Harp kmw 4.0.11
City Attorney
ATTEST:
Date:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH, a California
municipal corporation and charter city
Date: `1..1 Z -A l -A
Dave ff
City Manager
o��fi0 RN,
Attachments: Exhibit A - Memorandum of Assignment of Lease
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
Count X of ss. !?
On /h)t,ll� 20 before me,.�TuGt.t' 11el—,
Notary Public, personally appeared t
who proved to me on the basis of satisfactory evidence to be the person( whose name is/aKe
subscrib d to. the within instrument an acknowledged to me that he/s 4 th�y executed t e same
in his/h fr/t it authorized capacity(i, and that by his/hqf/tVir sigdtures(j on the instrument
the person( ), or the entity upon behalf of which the person( 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 my hand and official seal. JENNIFER LEE NELSON
Commission # 2096990
Notary Public - California z
Riverside County
Comm, Expires Jan 13, 2019
gnat
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 } SS.
On 20 before me,
Notary Public, personally appeared
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument
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 my hand and official seal.
Signature
4
(seal)
EXHIBIT "A"
MEMORANDUM OF ASSIGNMENT OF LEASE
RECORDING REQUESTED BY:
Fidelity National Title
WHEN RECORDED RETURN TO:
Discovery Science Center of Orange Cou
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]
MEMORANDUM OF ASSIGNMENT OF LEASE AND
AMENDMENT TO LEASE MEMORANDUM
(600 East Bay Avenue, Newport Beach, CA)
THIS MEMORANDUM OF ASSIGNMENT OF LEASE AND AMENDMENT TO
LEASE MEMORANDUM ("Memorandum") is made. and executed in connection with that
certain Assignment and Assumption Agreement dated as of
("Assignment"), by and between NHNM PROPERTY HOLDINGS, LLC, a California
limited liability company, as "Assignor," DISCOVERY SCIENCE CENTER OF ORANGE
COUNTY, a California nonprofit public benefit corporation, as "Assignee," and the CITY
OF NEWPORT BEACH ("City").
RECITALS
A. Assignor and City are parties to: (i) that certain Lease Agreement (With
Option for Renewal) dated March 1, 2013, respecting the Tidelands located generally at
600 East Bay Avenue in Newport Beach, California ("Lease").
B. To provide public notice of the Lease, Assignor and City are parties to that
certain Memorandum of Lease Agreement (With Option for Renewal) dated March 1,
2013 and recorded in the Official Records of Orange County, California ("Official
Records") on March 21, 2016 as Instrument No. 2016000116050 ("Memo").
C. In connection with merger of Assignor and Assignee on or about July 6,
2016, Assignee is the surviving corporation of 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, and with the consent of the City, Assignor and
Assignee executed and delivered the Assignment pursuant to which Assignor assigned
to Assignee (and Assignee assumed from Assignor) all of Assignor's right, title, interest
and obligations under the Lease.
AGREEMENTS
NOW, THEREFORE, in order to memorialize and give notice of the execution of
the Assignment, the parties acknowledge and agree as follows:
1. Purpose of Memorandum. This Memorandum is being recorded to place
the public on notice of the terms and provisions of the Lease, which terms and provisions
are hereby incorporated by reference into this Memorandum, and of the Assignment. In
the event of any conflict between the terms and conditions of this Memorandum and the
Lease, the terms and conditions of the Lease shall prevail.
2. Amendment of Lease Memo. The Memo is amended such that the "Lessee"
identified therein shall mean and refer to Assignee from and after
3. Counterparts. This Memorandum may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which together shall
constitute one in the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
2
IN WITNESS WHEREOF, the duly authorized representatives of Assignor,
Assignee and City have executed this Memorandum effective as of the day of April
2017.
"Assignor"
NHNM PROPERTY HOLDINGS, LLC, a
California limited liability company
By: DISCOVERY SCIENCE CENTER OF
ORANGE COUNTY, a California
nonprofit public benefit corporation, its
sole member and manager
Lloyd Joseph Adams, 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 I ss.
On- f 20 before me,
Notary Public, personally appeared
, who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the
instrument 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 my hand and official seal.
Signature
3
(seal)
"Assignee"
DISCOVERY SCIENCE CENTER OF
ORANGE COUNTY, a California nonprofit
public benefit corporation
Lloyd Joseph Adams, 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 }ss.
On , 20 before me,
Notary Public, personally appeared
, who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the
instrument 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 my hand and official seal.
Signature
C!
(seal)
ATTEST:
Leilani I. Brown
City Clerk
APPROVED AS TO FORM:
Aaron C. Harp
City Attorney
"C i ty"
City of Newport Beach,
a California municipal corporation and charter
city
Dave Kiff
City Manager
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 }ss.
On 1 20 before me,
Notary Public, personally appeared
, who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the
instrument 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 my hand and official seal.
Signature
5
(seal)