HomeMy WebLinkAboutC-8427-3 - Harbor Island Drive, 829 - Consent to Assignment of Lease 2021 (Tenant 3) "Balboa Yacht Basin"Batch 10179218 Confirmation
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RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
City of Newport Beach
City Clerk's Office
P.O. Box 1768
'Newport Beach, CA 92658-8915
Page 1 of 4
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk -Recorder
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SPACE ABOVE THIS LINE FOR RECORDER'S USE
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CONSENT TO ASSIGNMENT OF LEASE
THIS CONSENT TO ASSIGNMENT OF LEASE ("Consent to Assignment") is
given this 4141ti day of MM 2021, by the CITY OF NEWPORT BEACH, a
California municipal corporation and charter city ("City") on the following terms and
conditions:
RECITALS
A. On December 1, 2016, the City entered into that certain Lease Agreement
("Lease") with Seacoast of Channel Islands, LLC, a California limited liability company
("Assignor") as evidenced by a Memorandum of Lease Agreement recorded on February
22, 2017, in the Official Records of Orange County, California, as Instrument No.
2017000075939. The Lease Agreement provides use of an approximately six hundred
ten (610) square foot office ("Premises"), which is on a portion of certain City -owned and
managed harbor frontage and tidelands, together with certain abutting upland property
commonly known as the "Balboa Yacht Basin," located at 829 Harbor Island Drive,
Newport Beach, California, Assessor's Parcel Number 050-210-02("Property").
B. Pursuant to Section 14.1 of the Lease, the prior written consent of City is
required in connection with any transfer of the Lease.
C. On july31, 2020, Assignor provided a written request to City pursuant to
Section 14.1 of the Lease, whereby requesting approval of the transfer and assignment
of Assignor's interest in the Lease to Maritimo Marketing Americas, Inc. ("Assignee").
CONSENT
NOW, THEREFORE, the City does hereby consent to the assignment of Seacoast
of Channel Islands, LLC's interest in and to the Lease to Maritimo Marketing Americas,
Inc., subject to the following:
https://gs.secure-recording.com/Batch/Confirmation/10179218 05/04/2021
Batch 10179218 Confirmation Page 2 of 4
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 interests of the City thereunder, except as herein otherwise provided.
2. Assignee shall assume the Lease 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 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 and Assumption Agreement shallbe 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 and Amendment to the Lease
Memorandum shall be executed by the Assignor, Assignee and City 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: Maritimo Marketing Americas, Inc.
2,515 Marina Bay Drive, Unit 101
Fort Lauderdale, FL 33312
Notice to City: Attention: Real Property Administrator
City of Newport Beach
1.00 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 and.Amendment to Lease Memorandum.
[SIGNATURES ON FOLLOWING PAGE]
Page 2
https://gs.secure-recording.com/Batch/Confirmation/ 10179218 0/04/2021
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
City of Newport Beach
City Clerk's Office
P.O. Box 1768
'Newport Beach, CA 92658-8915
SPACE ABOVE THIS LINE FOR RECORDER'S USE
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CONSENT TO ASSIGNMENT OF LEASE
THIS CONSENT TO ASSIGNMENT OF LEASE ("Consent to Assignment") is
given this day of MAJ , 2021, by the CITY OF NEWPORT BEACH, a
California munlclpal corporation and charter city ("City") on the following terms and
conditions:
RECITALS
A. On December 1, 2016, the City entered into that certain Lease Agreement
("Lease") with Seacoast of Channel Islands, LLC, a California limited liability company
("Assignor") as evidenced by a Memorandum of Lease Agreement recorded on February
22, 2017, in the Official Records of Orange County, California, as Instrument No.
2017000075939. The Lease Agreement provides use of an approximately six hundred
ten (610) square foot office ("Premises"), which is on a portion of certain City -owned and
managed harbor frontage and tidelands, together with certain abutting upland property
commonly known as the "Balboa Yacht Basin," located at 829 Harbor Island Drive,
Newport Beach, California, Assessor's Parcel Number 050-210-02("Property").
B. Pursuant to Section 14.1 of the Lease, the prior written consent of City is
required in connection with any transfer of the Lease.
C. On July 31, 2020, Assignor provided a wrilien request to City pursuant to
Section 14.1 of the Lease, whereby requesting approval of the transfer and assignment
of Assignor's interest in the Lease to Maritimo Marketing Americas, Inc. ("Assignee").
CONSENT
NOW, THEREFORE, the City does hereby consent to the assignment of Seacoast
of Channel Islands, LLC's interest in and to the Lease to Maritimo Marketing Americas,
Inc., 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 interests of the City thereunder, except as herein otherwise provided.
2. Assignee shall assume the Lease 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 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 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
Lease.
3. A Memorandum of Assignment of Lease and Amendment to the Lease
Memorandum shall be executed by the Assignor, Assignee and City 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: Maritimo Marketing Americas, Inc.
2515 Marina Bay Drive, Unit 101
Fort Lauderdale, FL 33312
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 and Amendment to Lease Memorandum.
[SIGNATURES ON FOLLOWING PAGE]
Page 2
EXECUTED on the dates indicated below, at Newport Beach, Orange County,
California.
APPROVED AS TO FORM:
CITY ATT RNEY'S OFFICE
Date: / / r,( 2-1
CP----�—
A ron C. Harp
City Attorney
ATTEST:
Date: y 21
( r
a
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municiaal coraoration
Date: S • y . z 1
Gr K. Leung
C Manager
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 0RA1-4(P } SS.
On MA q q �2o21 before me, JENNIFEW, " MOLVEY , Notary
Public, personally appeared &tAc,E r . Uyt4(o ,
who proved to me on the basis of satisfactory evidence to be the person() whose
name(.&) is/aye subscribed to the within instrument and acknowledged to me that
be�she/tkey executed the same in hWher/4*eir authorized capacity(io�, and that by
hi&Aher/their signatures(4) on the instrument the person(.&), or the entity upon behalf of
which the person(,a) 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 Ann Mulvey
�,F;. 3, COMM #2214138 a
wt \'. )Notary Public California TM
ORANGE COUNTY
m'-'PHyCommis�ionExpiresOtL12,2021�
(seal)
Page 4
EXHIBIT "A"
MEMORANDUM OF ASSIGNMENT OF LEASE AND AMENDMENT TO THE LEASE
MEMORANDUM
Page A-1
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
City of Newport Beach
City Clerk's Office
P.O. Box 1768
Newport Beach, CA 92658-8915
SPACE ABOVE THIS LINE FOR RECORDER'S USE
MEMORANDUM OF ASSIGNMENT OF LEASE
AND
AMENDMENT TO LEASE MEMORANDUM
THIS MEMORANDUM OF ASSIGNMENT OF LEASE AND AMENDMENT TO
LEASE MEMORANDUM ("Memorandum") is made and executed in connection with that
certain Assignment and Assumption of Leases dated on or about , 2021
("Assignment"), by Seacoast of Channel Islands, LLC, a California limited liability,
("Assignor"), and Maritimo Marketing Americas, Inc., a Florida profit corporation
("Assignee").
RECITALS
A. Assignor and The City of Newport Beach, a California municipal corporation
and charter city ("City") are parties to a certain Lease Agreement dated December 1, 2016
("Lease"), respecting certain harbor frontage and tidelands, together with certain abutting
upland property including a commonly known as the "Balboa Yacht Basin," located at 829
Harbor Island Drive, Newport Beach, California, Assessor's Parcel Number 050- 210-02.
The Balboa Yacht Basin includes a public marina, public restrooms, shipyard, parking lot,
garage buildings used for storage, and buildings with residential apartments, offices and
a restaurant ("Property"). The Property includes a six hundred ten (610) square foot office,
as evidenced by a Memorandum of Lease Agreement recorded on February 22, 2017, in
the Official Records of Orange County, California, as Instrument No. 2017000075939.
B. On or about December 9, 2020, Assignor and Assignee executed an
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.
C. On or about , 2021, City consented to the Assignment by and
between Assignor and Assignee pursuant to a certain Consent to Assignment of Lease
recorded on , and recorded in the Official Records of
Orange County, California, as Instrument No. , which shall
be further evidenced by this Memorandum to be immediately recorded thereafter.
Maritimo Marketing Americas, Inc. Exhibit A-2
AGREEMENTS
NOW, THEREFORE, in order to memorialize and give notice of the Lease and the
Assignment thereof, the parties acknowledge and agree as follows:
1. Purpose of Memorandum. This Memorandum is being recorded to place
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 Agreement shall prevail.
2. Amendment of Lease Memorandum. The Memorandum is amended such
that the "Lessee" identified therein shall mean and refer to Assignee from and after the
date of recording of this document.
3. Counterparts. This Memorandum may be executed in one or more
counterparts, each of which shall be deemed an original, but all which together shall
constitute but one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
Maritimo Marketing Americas, Inc. Exhibit A-3
IN WITNESS WHEREOF, the duly authorized representatives of Assignor,
Assignee and City have executed this Memorandum effective as of the day of
, 2020.
"Assignor"
Seacoast of Channel Islands, LLC,
a California limited liability company
Robert Nahm
Managing 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 California
County of } ss.
On 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
(seal)
Maritimo Marketing Americas, Inc. Exhibit A-4
"Assignee"
Maritimo Marketing Americas, Inc.,
a Florida profit corporation
David G. Northrop
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 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
(seal)
Maritimo Marketing Americas, Inc. Exhibit A-5
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
Aaron C. Harp
City Attorney
ATTEST:
Date:
Leilani I. Brown
City Clerk
«CiY„
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
Grace K. Leung
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 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
(seal)
Maritimo Marketing Americas, Inc. Exhibit A-6