HomeMy WebLinkAboutC-6297(B) - West Coast Highway, 2801 - Consent to Assignment of Lease 2015m
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RECORDING REQ( ESTED BY
1
FIRST AMERICAN TITLE INSURANCE CO. -
V
NATIONAL COMMERCIAL SERVICES
RECORDING REQUESTED [3Y'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
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk -Recorder
111111111$1111111111111111111111111 1 1111111111 I II]11I 1111111136.00
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2016000212198 8:00 am 05112116
93 Sec4 C34 F13 10
0.00 0.00 0.00 0.00 27.00 0.00 0.00 0.00
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 December 2015, 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 Options for Renewal ("Agreement") with GP's Landing, 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 9,765 square feet water area located generally at 2801
West Coast Highway in the City of Newport Beach, California ("Property"), as evidenced
by a Memorandum of Lease recorded on August 31, 2015, as Instrument No.
2015000449612 in the Official Records of Orange County ("Lease").
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 December 18, 2015, Khoshbin's Landing, LLC, a California limited
liability company ("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 GP's
Landing, LLC's interest in and to the Agreement to Khoshbin's Landing, LLC, 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 Agreement and shall be subject to
all rights and interest of the City thereunder, except as herein otherwise provided.
RECORDING REQUESTED BY
FIRST AMERICAN TITLE INSURANCE CO.
NATIONAL COMMERCIAL SERVICES
RECORDING 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
0 Cs -(09 66 2Z —rt
CONSENT TO ASSIGNMENT OF LEASE
THIS CONSENT TO ASSIGNMENT OF LEASE ("Consent to Assignment") is
given this 18th day of December 2015, 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 Options for Renewal ("Agreement") with GP's Landing, 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 9,765 square feet water area located generally at 2801
West Coast Highway in the City of Newport Beach, California ("Property"), as evidenced
by a Memorandum of Lease recorded on August 31, 2015, as Instrument No.
2015000449612 in the Official Records of Orange County ("Lease").
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 December 18, 2015, Khoshbin's Landing, LLC, a California limited
liability company ("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 GP's
Landing, LLC's interest in and to the Agreement to Khoshbin's Landing, LLC, 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 Agreement and shall be subject to
all rights and interest of the City thereunder, except as herein otherwise provided.
2. Assignee shall assume the Agreement via the Assignment and
Assumption of Leases ("Assignment and Assumption Agreement"), subject to each and
all of the covenants, conditions and restrictions set forth in the Agreement and shall be
subject to all rights and interest of the City thereunder, except as herein otherwise
provided. A copy of the completed Assignment and Assumption Agreement shall be
provided to the City to ensure that any transfer of the leasehold interest will not
circumvent the provisions of the Agreement.
3. A Memorandum of Assignment and Assumption Agreement 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:
Khoshbin's Landing, LLC
18071 Fitch
Suite 100
Irvine, CA 92614
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
and Assumption Agreement.
[SIGNATURES ON FOLLOWING PAGE]
Khoshbin's Landing, LLC Page 2
EXECUTED on the dates indicated below, at Newport Beach, Orange County,
California.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: V?W/
'&� �- (x)
Aaron C. Har CXM0412011LP
City Attorney
ATTEST:
Date:
f
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation and charter
city
Date:
Dave i
City Manager
Khoshbin's Landing, LLC Page 3
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 0 P-VAk'-t c: }ss.
On V 10 -t Cl 20 1 U, before me, � C i t-2> \4 v )
Notary Public, personally appeared K V--
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%#hey executed
the same in his/her -/their -authorized capacity(ie&), and that by his/herd#-heir 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.
WITNE/Sq my hand and official seal.
Sig
a
JENNIFER NN— MM��VEyCommission # 2045022
ANotary Public - California
.. Orange County
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 (seal)
Khoshbin's Landing, LLC Page 4
EXHIBIT "A"
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
Khoshbin's Landing, LLC Page A-1
RECORDING REQUESTED BY:
First American Title Insurance Company
WHEN RECORDED RETURN TO:
Khoshbin's Landing, LLC
18071 Fitch, Suite 100
Irvine, CA 92614
Attn: Manuchehr Khoshbin
WITH A COPY TO:
City of Newport Beach
City Clerk's Office
100 Civic Center Drive
P.O. Box: 1768
Newport Beach, CA 92660
[Space Above This Line for Recorder's Use Only]
MEMORANDUM OF ASSIGNMENT OF LEASES
AND
AMENDMENT TO LEASE MEMORANDA
(2751 & 2801 West Coast Highway, Newport Beach, CA)
THIS MEMORANDUM OF ASSIGNMENT OF LEASES AND AMENDMENT TO LEASE
MEMORANDA ("Memorandum") is made and executed in connection with that certain
Assignment and Assumption of Leases dated as of December 22, 2015 ("Agreement"), by and
GP'S LANDING, LLC, a California limited liability company, as "Assignor," KHOSHBIN'S
LANDING, LLC, a California limited liability company, as "Assignee," and the CITY OF
NEWPORT BEACH ("City").
RECITALS
A. Assignor and City are parties to: (i) that certain Lease Agreement with Options for
Renewal dated March 1, 2013 respecting the Tidelands located generally at 2751 West Coast
Highway in Newport Beach, California ("2751 Lease"), and (ii) that certain Lease Agreement with
Options for Renewal dated March 1, 2013 respecting the Tidelands located generally at 2801
West Coast Highway in Newport Beach, California ("2801 Lease", and together with the 2751
Lease, the "Leases").
B. To provide public notice of the Leases, Assignor and City are parties to: (i) that
certain a Memorandum of Lease Agreement with Options for Renewal dated August 19, 2015 and
recorded in the Official Records of Orange County, California ("Official Records") on August 26,
2015 as Instrument No. 2015000442678 respecting the 2751 Lease ("2751 Memo"), and (ii) that
certain a Memorandum of Lease Agreement with Options for Renewal dated August 19, 2015 and
recorded in the Official Records of Orange County, California ("Official Records") on August 31,
2015 as Instrument No. 2015000449612 respecting the 2751 Lease ("2801 Memo", and
collectively with the 2801 Memo, the "Lease Memos").
C. In connection with Assignee's purchase from Assignor of the real properties
located at 2751 and 2801 West Coast Highway, Newport Beach, California on or about
December 23, 2015 and with the consent of the City, Assignor and Assignee executed and
delivered the Agreement pursuant to which Assignor assigned to Assignee (and Assignee
assumed from Assignor) all of Assignor's right, title, interest and obligations under the Leases.
AGREEMENTS
NOW, THEREFORE, in order to memorialize and give notice of the Agreement and the
Assignment thereunder, 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 Agreement, 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 Agreement, the
terms and conditions of the Agreement shall prevail.
2. Amendment of Lease Memos. Each of the Memos is amended such that the
"Lessee" identified therein shall mean and refer to Assignee from and after December 23, 2015.
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 but one and
the same instrument.
1H Signature pages follow. ///
IN WITNESS WHEREOF, the duly authorized representatives of Assignor, Assignee and
City have executed this Memorandum effective as of the 17th day of March, 2016.
"Assignor"
GP'S LANDING, L
a Californ' Imited Ii ilit company
gy.�
Gary Pri
Managi g Member
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 NI f brrol o--- )
Q )
COUNTY OF ) ss.
' rOnt�_� 0k , 2016 before me, 6FOII & ) , Notary Public, personally appeared GARY PRIMM,
who proved to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature 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 cgrrept
WITNESS my h d and officia seal. NATALIEASIK
NOTARY PUBLIC - CALIFORNIA w
COMMISSION # 2005454 c
" ORANGE COUNTY
M Comm. Exp. January 27, 2017
Signature
"Assignee"
KHOSHBIN'S LANDING, LLC,
a California limited liability company
By: The Khoshbin Co., Inc.,
A California corporation,
its Manager
in
Manuchehr Khoshbin
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 )
) ss.
COUNTY OF ORANGE )
O 2 8 2016 before me,
✓firer -1A I f I A*0., Notary Public, personally appeared MANUCHEHR
KHOSHBIN, w pr ved to me on the basis of satisfactory evidence to be the person whose
name is subscribed to the within instrument and acknowledged to me that he executed the
same in his authorized capacity, and that by his signature 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.
.......................................
.,�, w�„.•., JENNIFER NGUYEN
Commission No. 2121929 z
fff Lam. NOTARY PUBLIC -CALIFORNIA
Sign Ure ORANGE COUNTY
My Comm. Expires AUGUST 29, 2019
ATTEST
agm�
Leilani I. Brown
City Clerk
APPROV O FORM:
Aaron rp (AM wi�ollca
City Attorney
"City"
City of Newport Beach,
a California municipal corporation and charter city
By: C- l
Dave iff
City Manager
U
c
'%L�'-ORN%P'*
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 )
) ss.
COUNTY OF ORANGE )
On ti's ray ej , 2016 before me,
J LNfU E i Q 1NAO L_v L A , Notary Public, personally appeared DAVE KI FF,
who proved to me on the basis of satisfactory evidence to be the person whose name is
subscribed to the within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature 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
WITNES,S,mv hand and official seal.
Signature
„;;. ♦� JOV r ER ANN MULVEY
Commission # 2045022
Z e `d . Notary Public - California Z
Orange County 9
Mv Comm. Ex fres Oct 12, 2017