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HomeMy WebLinkAboutC-3057(C) - Bayside Drive, 1601 -Option to Lease 1995 (BCYC)• OPTION TO LEASE 0 c -3a7 The City of Newport Beach, a municipal Corporation, (hereinafter referred as "City ") hereby grants to Bahia Corinthian Yacht Club, a California non - profit corporation (hereinafter referred as "BCYC"), the option to lease the tidelands area adjacent to the Bahia Corinthian Yacht Club premises extending out to the U.S. Project Line (as more specifically set forth on Exhibit "A" attached hereto) for the consideration and upon the recitals, terms and conditions set forth below: RECITALS A. Under the provisions of the Beacon Bay Bill (Chapter 740 of the Statues of 1978), City 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 from California Recreation, and E. The parties desire to enter into a long -term lease in lieu of a City Harbor Permit. However, BCYC desires to postpone entering into a lease until such time as certain seawall repairs and structural reinforcements have been completed. NOW THEREFORE, the Parties agree as follows: 1. Grant of Option. City hereby grants to BCYC an exclusive right and option (the "Option ") to lease the Premises for the rent and upon the terms and conditions set forth in the Lease attached hereto as Exhibit B and incorporated herein by this reference (the "Lease "). 2. Consideration. The consideration for the option shall be a one -time fee of $15,000, payable upon the execution of this agreement by both parties. The $15,000 option payment is consideration for the option only and shall not be applicable to the exercise of the lease nor to any rent payable thereunder, and the option payment shall be in addition to the annual Harbor permit fee presently in force which shall continue to be imposed and BCYC shall continue to pay up until the date of exercise of this option. 3. Option Term. The term of the option shall be for three (3) successive years commencing upon the date of execution of this agreement by City and by BCYC and terminating at 5:00 p.m. on the third anniversary date of the execution of this agreement ( "Option Expiration Date ") , if it has not been exercised on or prior thereto. 0 0 4. Exercise of Option. The option may be exercised by written notice of exercise signed on behalf of BCYC and delivered to the City Clerk of the City on or before 5:00 p.m. on the Option Expiration Date. 5. Precondition to Exercise of Option -- Engineering Work. As a condition precedent to the exercise of this option by BCYC, BCYC shall be required to have then completed all seawall repairs and reinforcements recommended by its structural engineers, to the satisfaction of the city engineer, or in the alternative, it shall post a performance bond acceptable in form, content and amount to the city attorney, assuring that all of such seawall repair and reinforcement so recommended shall be completed within six (6) months of the posting of said performance bond. 6. Further Assurances. Each of the Parties hereto agrees to execute and deliver any and all additional papers and documents, and to do any and all acts reasonably necessary in connection with the performance of its obligations hereunder to carry out the intent of the Parties hereto. 7. Entire Agreement. This Agreement and the documents expressly incorporated herein shall constitute the entire Agreement between the Parties hereto with respect to the subject matter hereof, and shall supersede all prior and contemporaneous agreements and representations of the Parties concerning the subject matter hereof and the terms applicable thereto. 8. Amendment. This Agreement may not be extended, supplemented, modified or amended in any manner, except by an instrument in writing signed by each of the Parties. 9. Waiver. No waiver of any of the provisions of this Agreement shall be deemed or constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 10. Successors and Assigns. All terms and provisions contained herein shall insure to the benefit of and shall be binding upon each of the Parties hereto and their respective directors, officers, shareholders, employees, agents, heirs, representatives, successors and assigns, and each of them. 11. Litigation Costs. If any legal action or other proceeding is brought to enforce this Agreement, or because of an alleged dispute, breach, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or Parties shall be entitled to recover their reasonable attorney fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled. • i 12. Applicable Law. This Agreement shall be deemed to have been entered into, and shall be construed and interpreted, in accordance with the laws of the State of California. 13. Severability. In the event that any provisions hereof is deemed to be illegal or unenforceable, such a determination shall not affect the validity or enforceability or the remaining provisions hereof, all of which shall remain in full force. 14. Form. As used in this Agreement, the masculine, feminine and neuter gender, and the singular and plural number shall be deemed to include the other and others whenever the context so indicates. All captions used in this Agreement are for convenience only and shall not be construed in interpreting this Agreement. 15. Time is of the Essence. Time is of the essence for this Agreement and all of the terms, provisions, covenants and conditions hereof. 16. Parties In Interest. Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the Parties to it and their respective successors and assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third persons any right of subrogation or action over against any party this Agreement. 17. Remedies. No remedy conferred by any specific provision of this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder, or now, or hereinafter existing at law, in equity, by statute or otherwise. The election of one of more remedies by a party shall not constitute a waiver of the right to pursue other available remedies. IN WITNESS WHE E P OF, the t'e have executed this Agreement effective this day of 1995 at Newport Beach, California.