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HomeMy WebLinkAboutC-519(T) - West Coast Highway, 1221 (Balboa Bay Resort) - Assignment Agreement for Environmental Indemnity 2014ASSIGNMENT AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND INTERNATIONAL BAY CLUBS, LLC FOR ENVIRONMENTAL INDEMNITY This Assignment Agreement ("Assignment") is made effective as of January 9, 2014, by and between INTERNATIONAL BAY CLUBS, LLC, California limited liability company ("Assignor") and CITY OF NEWPORT BEACH, a California municipal corporation ("Assignee"). Assignor and Assignee are sometimes hereinafter individually referred to as a "Party" and collectively as the "Parties". RECITALS. A. Assignor's predecessor -in -interest entered into that certain Conveyance, Disassembly and Abandonment Agreement ("Conveyance Agreement") with the Orange County Sanitation District, a government agency and political subdivision in the State of California ("OCSD"), dated August 2004, pursuant to which OCSD agreed to transfer and convey all of its right, title and interest in certain real property as more particularly described in Exhibit A attached hereto and incorporated herein ("OCSD Property") at such time as OCSD ceased using the OCSD Property and had disassembled and removed all above -surface improvements relating to the existing pump station facility on the OCSD Property. B. In connection with the transfer and conveyance of the OCSD Property to Assignor, OCSD entered into that certain Environmental Indemnity Agreement, made as of August 2004 (a copy of which is attached hereto as Exhibit B and incorporated herein) ("Environmental Indemnity"), pursuant to which OCSD agreed to indemnify the "Indemnified Parties" from environmental claims arising from or in connection with OCSD's use of the OCSD Property. C. OCSD has ceased its use of the OCSD Property and has completed its disassembly and removal of all equipment as provided in the Conveyance Agreement. D. Balboa Bay Club Ventures, LLC, a California limited liability company ("BBC Ventures") is a wholly -owned subsidiary of Assignor and has entered into an Amended and Restated Ground Lease dated effective October 29, 2013 (the "Ground Lease"), with Assignee, pursuant to which BBC Ventures leases the real property located adjacent to the OCSD Property. E. Assignor has instructed OCSD to convey all of its right, title and interest in the OCSD Property directly to Assignee by a quitclaim deed, generally in the form attached hereto as Exhibit C and incorporated herein. F. In connection with the transfer and conveyance of all of OCSD's right, title and interest in the OCSD Property to Assignee, Assignor wishes to assign, transfer and convey all of its rights in and to the Environmental Indemnity to Assignee. 6770.1000\City\Assignment Agreement 1 Doc 584380 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1.0 The Recitals set forth above are incorporated into and made part of this Assignment. 2.0 Effective upon the conveyance of all of OCSD's right, title and interest in and to the OCSD Property to Assignee, Assignor hereby assigns, transfers, and conveys all of its right, title, and interest in and to the Environmental Indemnity to Assignee; provided that Assignor, its subsidiaries and affiliated companies, including, without limitation, BBC Ventures, and their respective members, managers, officers, directors, employees, agents, and attorneys of each of them shall continue as Indemnified Parties under the Environmental Indemnity during the term of the Ground Lease. 3.0 Assignee hereby accepts the assignment of Assignor's right, title, and interest in and to the Environmental Indemnity, and acknowledges and agrees that Assignor shall have no liability for any "Indemnified Costs", as defined in the Environmental Indemnity, and that OCSD shall be solely liable and responsible for any claims, liabilities or obligations resulting from or arising from or relating to the OCSD' s current or prior use of, or activities performed at, the OCSD Property as further defined in the Environmental Indemnity. 4.0 This Assignment shall inure to the benefit of and be binding upon Assignor and Assignee and their respective heirs, executors, legal representatives, successors and assigns. If any provision of this Assignment or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Assignment and the application of such provisions to other persons or circumstances shall not be affected and shall be enforced to the greatest extent by law. This Assignment shall be interpreted, construed, and enforced according to the laws of the State of California. This Assignment may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. Assignor and Assignee have executed this Assignment the day and year first above written. [SIGNATURES ON NEXT PAGE] 6770.1000\City\Assignment Agreement 2 Doc 586084-2 AS SIGNOR: INTERNATIONAL BAY CLUBS, LLC, a California limited liability company By: Todd l\)I. Picku Its: Chief Executive Officer ASSIGNEE: CITY OF NEWPORT BEACH, a California municipal corporation By: Name: Dav Title: City Manager APPROVED AS TO FORM: CITY ATTOEY'S OFFICE Date: By: Aaron C. City Attorney ATTEST: Date: By: Po. III Leilani I. Brown City Clerk PAYL- [END OF SIGNATURES] 6770.1000\City\Assignment Agreement 3 Doc 586084-2 EXHIBIT A AMENDMENT NO. 1 To CONVEYANCE, DISASSEMBLY ANI) AI3ANDONMENI' AGREEMENT 'CI-IIS AMENDMENT NO, 1 TO CONVEYANCE, DISASSEME3LY AND ABANDONMENT AGREEMENT (this "Amendment No. 1") is made and entered into this ' cf `! clay , 2006, for identification purposes only, by and between ,pp Orange County Sari'itatron District, a government agency and political subdivision of the State of California ("OCSD" and "Purchaser") and :international Bay Clubs, Incorporated ("MCI" and "Seller"). Execution of this Amendment No. 1 is pursuant to approval and authorization of the Orange County Sanitation District Board of Directors and the International Bay Clubs, Incorporated Board of Directors. RECITALS A, Pursuant to the terms and subject to the conditions set forth in that certain Purchase and Sale Agreement and Joint Escrow Instructions ("Purchase Agreement") dated as of September 1.7, 2003, IBC] and OCSD entered into that certain "Conveyance, Disassembly and Abandonment Agreement" ("CDA Agreement"). Any initially capitalized term used herein without definition shall have the meaning given such term in the CDA Agreement. 13. Pursuant to the CDA Agreement, Purchaser has agreed that, after the closing of its purchase of the Seller Property under the Purchase Agreement, and after its completion of construction and commencement of operation of a new pump station facility on a portion of the Seller Real Property, (i) Purchaser will diligently disassemble and remove all above -surface improvements related to the existing pump station facility on the Purchaser Real Property; (ii) Purchaser will diligently disassemble, remove and cap -off, as necessary, all below -surface improvements related to the existing public station facilities on the Purchaser Property to the extent necessary to allow the Purchaser Real Property to he developed in the future for vehicular and pedestrian accessway and surface parking uses; and (iii) upon completion of the events described in the immediately proceeding clauses (i) and (ii), Purchaser will abandon any rights or interests it may have to any remaining below -surface improvements related to the existing pump station facility, and quitclaim to Seller or its nominee all of its rights, title, interest rights and interests in and to the Purchaser Property, C. As the result of circumstances not foreseen by the parties at the time of execution of the CDA Agreement, OCSD ancl IBCI have agreed that it is to their mutual benefit that the deadlines contained in the CDA Agreement for Purchaser to construct the new pump station and to disassemble the existing pump station on the Purchaser Property be extended three (3) years. NOW, THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, and in consideration of -the promises and mutual benefits which will result to the parties in carrying out the terms of this Amendment No. 1, it is mutually agreed as follows: AGREEMENT I. Section 1 of the CDA Agreement is hereby amended to read as follows: 1. CONSTRUCTION/COMMENCEMENT OF OPERATION OF NEW PUMP STATION ON FACILITY: DISPOSITION OF THE PURCHASER PROPERTY. (a) Construction of New Public Station Facility. Purchaser agrees that it will commence the construction of a new pump station facility on a portion of the Seller Real Property (the "New Facility") within a commercially reasonable time period after the closing of its acquisition of the Seller Property under the Purchase Agreement (the "Property Acquisition Date"), and that it will thereafter diligently proceed with such construction so that the New Facility is completed and is operating no later than July 1, 2011, subject to the Force Majeure Events (as hereinafter defined). (b) Disassembly, Removal and Capping -Off of Existing Pump State Facility. Within sixty (60) days after the completion and commencement of operation of the New Facility, Purchaser agrees that (i) it will commence the disassembly and removal of all above -surface improvements related to the existing pump station facility on the Purchaser Real Property (the "Existing Facility"), and (ii) it will commence and thereafter diligently proceed with the disassembly, removal and capping -off, as necessary, of all below -surface improvements related to the Existing Facility to the extent necessary to allow the Purchaser Real Property to be developed in the future for vehicular and pedestrian accessway and surface parking uses (the work described in clauses (i) and (ii) of this Section I (b) shall be hereinafter collectively referred to as the "Existing Facility Removal Work"). Purchaser covenants that all Existing Facility Removal Work shall be completed in accordance with the provisions of this Agreement no later than January 1, 2012, subject to Force Majeure Events. (c) Compliance with Laws. All of the Existing Facility Removal Work shall be performed in strict compliance with the applicable laws of all governmental authorities having jurisdiction over such Work, including, without limitation, all applicable environmental laws. (d) Abandonment, Transfer of Purchaser Property. Within thirty (30) days after the completion of the Existing Facility Removal Work, Purchaser agrees that (i) it will abandon any rights or interests it may have to any remaining below -surface improvements related to the Existing Facility; and (ii) it will release and -quitclaim to Seller or -its nominee all ofPurchaser's right, title and interest in and to the Purchaser Property pursuant to a quitclaim deed in the form attached hereto as Exhibit C (the "Quitclaim Deed"). (e) Definition of Force Majeure Events. For purposes of this Agreement, the term "Force Majeure Events" shall mean only proven delays due to strike, acts of Clod, inability to obtain labor or materials, governmental restrictions, acts of war or terrorism, enemy action, civil commotion, Eire or similar causes provided such similar causes are beyond Purchaser's reasonable. control. Any delay caused by a Force Majeure Event shall extend the time period by one (I) day for each day that such Force Majeure Event exists. II, This Amendment No. 1 is supplemental to the CDA Agreement, and is by reference. made a part of said Agreement. All of the terms, conditions and provisions thereof, unless specifically modified herein, shall continue in full force and effect. 1II. In the event of any conflict or inconsistency between the provisions of this Amendment No. 1 and any of the provisions of the CDA Agreement, the provisions of this Amendment No. 1 shall in all respects govern and control. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed by their duly authorized representatives as of the date first above written. SELLER: INTERNATIONAL BAY CLUBS INCORPORATED - By: David C. Wooten, President By: Gerald 'T'. lohnsoiveefetary ATTEST: By: Printed Name: GI L1 Its: 5 .c r�t— PURCHASER: ()RANGE COUNTY SANITATION DISTRICT By:f ATTEST: By: Penny M. Kyle, Boatd Secretary APPROVED AS "h0 FORM: By: Bradley R. Hogii, Esq. General Counsel EXHIBIT B VIRONMENTAL INDEMNITY AGREEMC ) This Environmental Indemnity Agreement ("Agreement") is made as of August , 2004, by the ORANGE COUNTY SANITATION DISTRICT ("OCSD"), In favor of rINTERNATIONAL BAY...CLUB.$, ,S INCORPORATED, a California corporation ("IBC"). • Factual Background A, OCSD and IBC have entered Into that certain Conveyance, Disassembly and Abandonment Agreement of even date herewith (the "Conveyance Agreement") With respect to that certain real property more particularly described on Exhibit A attached hereto and by this reference Incorporated herein, together with all fixtures and other real property improvements related thereto, all of which are owned In easement or fee by OCSD (the "OCSD Property"). B. In connection with the Conveyance Agreement and the Purchase Agreement (as defined In. the Conveyance Agreement), OCSD has agreed to execute and deliver this Agreement to IBC. 1. Definitions. As used in this Agreement: 1.1 "Hazardous Substance" means any substance, material or waste (including petroleum and petroleum products) which is or beoomes designated, classified or regulated as being "toxic" or "hazardous" or a "pollutant" (or a similar such designation) under any federal, state or local law, regulation or ordinance. 1,2 "Indemnified Costs" means all actual or threatened liabilities, claims, actions, causes of action, Judgments, orders, damages (Including foreseeable and unforeseeable consequential damages), costs, expenses, fines, penalties and losses (including sums paid In settlement of claims and all consultant, expert and legal feesand expenses of IBC's counsel), including those Incurred in connection With any investigation of site conditions or any clean-up, remedial, removal or restoration work (whether of the OCSD Property or any other property), or any resulting damages, 'harm or injuries to the person or property of any third parties or to any natural resources; but excluding such -liabilities, claims, actions, causes of action, Judgments, orders, damages (Including foreseeable and unforeseeable consequential damages), costs, expenses, fines, penalties and losses (including sums paid In settlement of claims and all consultant, expert and legal fees and expenses of IBC's counsel) to the extent same are: (a) attributable to the negligence or willful misconduct of the party seeking to be indemnified; or (b) not arising directly or indirectly out of or resulting from any Hazardous Substance being present or released In, on, above, under or around any part of the OCSD Property, or In the soli, groundwater, soil vapor or air on, above or under the OCSD Property that arises from the OCSD's current or prior use of, or activities performed at, the OCSD Property. 1.3 "Indemnified Parties" means and includes IBC, its parent, subsidiary and affiliated companies (including, without limitation, Balboa Bay Club, Inc., a California corporation) and the officers, directors, employees and agents of each of them. 2. indemnity Agreement, 2.1 indemnity Regarding Hazardous Sullstances. OCSD Indemnifies, defends and holds the Indemnified Parties harmless from and against any and all Indemnified Costs directly or Indirectly arising out of or resulting from any Hazardous Substance being present or released In, on, above, under or around any part of the OCSD Property, or in the soil, groundwater, soil vapor or air on, above or under the OCSD Property and arising from or related to the OCSD's current or prior use of, or activities performed at, the OCSD Property, including: . 12394,2 -1- (a) AnyC)m for such Indemnified Costs asserteD any federal, state or local governmental agency, including the United States Environmental Protection Agency and the California Department of Health Services, and Including any claim that any Indemnified Party Is liable for any such Indemnified Costs as an "owner" or "operator" of the OCSD Property under any law relating to Hazardous Substances; and (b) Any such Indemnified Costs claimed against any Indemnified Party by any person other than a governmental agency, including any person who may purchase or lease all or any portion of the OCSD Property from any Indemnified Party, or from any other purchaser or lessee; any person who may at any time have any Interest in all or any portion of the OCSD Property; any person who may at any time be responsible for any clean-up costs or other Indemnified Costs relating to the OCSD Property; and any person claiming to have been Injured in any way as a result of exposure to any Hazardous Substance; and (c) Any such Indemnified Costs which any Indemnified Party reasonably believes at any time must be incurred to comply with any law, judgment, order, regulation or regulatory directive relating to Hazardous Substances, or which any Indemnified Party reasonably believes at any time must be Incurred to protect the public health or safety; and (d) Any such indemnified Costs resulting from currently existing conditions in, on or around the OCSD Property, whether known or unknown by OCSD or the Indemnified Parties at the time this Agreement is executed. 2.2 [Intentionally omitted.] 2.3 Defense of Indemnified Parties. Upon demand by any indemnified Party, OCSD shall defend any investigation, action or proceeding involving any Indemnified Costs which Is brought or commenced against any Indemnified Party, whether atone or together with OCSD or any other person, all at OCSD's own cost and by counsel selected by OCSD and to be approved by the indemnified Party, which approval shall not be unreasonably withheld. In the alternative, any Indemnified Party may elect to conduct Its own defense at the expanse of OCSD. 2,4 [Intentionally omitted.] 2.5 Compliance Regarding Hazardous Substances, While OCSD continues to own an Interest In and to the OCSD Property, OCSD shall comply with all laws, regulations and ordinances governing or applicable to Hazardous Substances. 2.6 Notices Regarding Hazardous Substances. OCSD shall promptly notify IBC If it knows, suspects or believes there may be any Hazardous Substance in or around the OCSD Property, or in the soil, groundwater or soil vapor on or under the OCSD Property, In violation of applicable law, or that OCSD or the OCSD Property may be subject to any threatened or pending Investigation by any governmental agency under any law, regulation or ordinance pertaining to any Hazardous Substance. 2.7 Sije Visits. Observations and Testing, If any of the indemnified Parties has a reasonable suspicion that Hazardous Substances In violation of applicable laws, regulations and/or ordinances exist with respect to the OCSD Property, the Indemnified Parties and their agents and representatives shall have the right, while OCSD continues to own an interest In and to the OCSD Property, at any reasonable time to enter the OCSD Property for the purposes of observing the OCSD Property, taking and removing soil or groundwater samples, and conducting tests on any part of the OCSD Property. The indemnified Parties have no duty, however, to visit the OCSD Property or to conduct tests, and no site visit, observation or testing by any Indemnified Party shall impose any liability on any indemnified Party, except for damage resulting from such visit, observation or testing. In no event shall any site visit or testing by any indemnified Party be a representation that Hazardous Substances are or are not present in, on or under the OCSD Property, or that there has been or shall be compliance with any law, regulation or ordinance pertaining to Hazardous Substances or any other applicable governmental law. Neither OCSD nor any other party is entitled to rely on any site visit or testing by any Indemnified Party, The Indemnified 12394,2 -2- Parties owe no duty of careirotect OCSD or any other party agalnst,\...,,,to inform OCSD or any other party of, any Hazardous Substances or any other adverse condition affecting the OCSD Property. The Indemnified Parties may in their discretion disclose to OCSD or any other party any report or findings made as a result of, or In connection with, any site visit or testing by the Indemnified Parties. OCSD understands and agrees that the Indemnified Parties make no representation or warranty to OCSD or any other party regarding the truth, accuracy or completeness of any such report or findings that may be disclosed. OCSD also understands that, depending on the results of any site visit or testing by any Indemnified Party which are disclosed to OCSD, OCSD may have a legal obligation to notify one or more environmental agencies of the results and that such reporting requirements are site -specific and are to be evaluated by OCSD without advice or assistance from the Indemnified Parties. Any Indemnified Party shall give OCSD reasonable notice before entering the OCSD Property. The Indemnified Party shall make reasonable efforts to avoid interfering with OCSD's use of the OCSD Property in exercising any rights provided in this Section. The Indemnified Party shall bear all costs associated with such visit, observation or testing, and shall, at its sole expense, bear all resulting costs of restoring the property to its condition as existed prior to the visit, observation, or testing, and shall bear all costs of lawfully disposing of all materials and substances (including any Hazardous Substances) generated solely by the visit, observation or testing. 2.8 Attorneys' Fees. In the event any dispute between the parties with respect to this Agreement results in litigation or other proceeding, the prevailing party shall be reimbursed by the party not prevailing in such proceeding for all reasonable costs and expenses, including, without limitation, reasonable attorneys' fees and experts' fees and costs incurred by the prevailing party In connection with such litigation or other proceeding and any appeal thereof. 3. Gegeral Provisions. 3.1 (Intentionally omitted.] 3.2 Reservation of Other Sights and Remedies. Nothing in this Agreement shall be construed to limit any claim or right which any Indemnified Party may otherwise have at any time against OCSD or any other person arising from any source other than this Agreement, including any olaim for fraud, misrepresentation, waste or breach of contract other than this Agreement, and any rights of contribution or indemnity under federal or state environmental law or any other applicable law, regulation or ordinance. 3.3 Delay; Cumulative Berredies. If any Indemnified Party delays In exercising or falls to exercise any right or remedy against OCSD, that alone shall not be construed as a waiver of such right or remedy, All remedies of any Indemnified Party against OCSD are cumulative. 3.4 Rules of Construptlon. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. All headings appearing in this Agreement are for convenience only and shall be disregarded in construing this Agreement. In this Agreement, the word "person" includes any Individual, company, trust or other legal entity of any kind. The word "Include(s)" means "Include(s), without limitation," and the word "Including" means "including, but not limited to." When the context and construction so require, all words used in the singular shall be deemed to have been used in the plural and vice versa. Every provision of this Agreement Is intended to be severable. In the event any term, provision, section or subsection of this Agreement is declared to be illegal or invalid, for any reason whatsoever, by a court of competent Jurisdiction, such illegality or Invalidity shall not affect the other terms, provisions, sections or subsections of this Agreement, which shall remain binding and enforceable. 3.5 Intecration; Modifications. This Agreement (a) Integrates all the terms and conditions mentioned In or Incidental to thls Agreement, and (b) supersedes all oral negotiations and prior writings with respect to their subject matter. This Agreement may not be modified except in a writing signed by both IBC and OCSD. 12394,2 -3- 4. Miscellaneous. OCC) obligations under this Agreement shall b.,.)ve the transfer of the OCSD Property by OCSD to IBC or any indemnified Party. The provisions of this Agreement shall bind and benefit the heirs, executors, administrators, legal representatives, successors and assigns of OCSD and the Indemnified Parties; provided, however, that OCSD may not assign this Agreement, or assign or delegate any of Its rights or obligations under thls Agreement, without the prior written consent of IBC in each instance. OCSD: ORANGE COUNTY SANITATION DISTRICT By:Na� Name: !/ �'4WI� S Ni: e2rkAnJ Title: 1h - c No4/K,►+ufr) ATTEST; By: Name: Its: APPROVED AS TO FORM; By: 12394,2 Thomas L. Woodruff, Esq. General Counsel -4- EXHIBIT A J.eaai Description of OCSD Property An easement for sanitary sewer purposes over, along and across the following described property: That portion of Lot 171 In Block 54 of the Irvine's Subdivision, In the City of Newport Beach, County of Orange, State of California, as shown on a map recorded In Book 1, Page 88, inclusive of Miscellaneous Maps, In the office of the County Recorder of said County, described as follows: Beginning at a point on the Southerly line of the 100-foot right of way of the California State Highway ORA- 80-B, said point of beginning being at right angles to engineer's station, 7+96.46 in the centerline of said highway, thence South 15° 38' 30" West 44.00 feet; thence North 74° 21' 30" West 34.00 feet; thence North 15° 38' 30" East to an Intersection with the said Southerly line of the State Highway, thence Southeasterly along said Southerly line to the point of the beginning. - A-1- RECORDING REQUESTED BY: Orange County Sanitation District WHEN RECORDED MAILTO: Orange County Sanitation District Attn: Clerk to the Board 10844 Ellis Avenue Fountain Valley, CA 92708 WITH A COPY TO: City of Newport Beach Attn: City Clerk 100 Civic Center Dr. PO Box 1768 Newport Beach, CA 92658 Recorded in Official Records, Orange County Hugh Nguyen Clerk -Recorder III $ !IIIIIIllIIIIIIIIIIIIIIIII IIIII II!II!III1II 11 1111 NO FEE 2014000030130 10:30 am 01/24/14 217 414 001 5 0.00 0.00 0.00 0.00 12.00 0.00 0.00 0.00 Exempt from recording fee per Government Code §§ 6103 and 27383 Documentary Transfer Tax Exempt per Rev & Tax Code § 11922 (SPACE ABOVE THIS LINE FOR RECORDER'S USE) QUITCLAIM DEED COmFOriMEpCOpy 1 Original For VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, ORANGE COUNTY SANITATION DISTRICT hereby remises, releases and forever quitclaims to the CITY OF NEWPORT BEACH, a California municipal corporation and charter city, all of its right, title and interest in and to the real property located in the City of Newport Beach, County of Orange, State of California, described as follows: SEE EXHIBIT A ATTACHED HERETO AND INCORPORATED BY REFERENCE HEREIN DATED: / � r�l AD11 ORANGE COUNTY SANITATION DISTRICT By: James D. Herberg Its: General Manager 1 EXHIBIT A An easement for sanitary sewer purposes over, along and across the following described property: That portion of Lot 171 in Block 54 of the Irvine's Subdivision, in the City of Newport Beach, County of Orange, State of California, as shown on a map recorded in Book 1, Page 88, inclusive of Miscellaneous Maps, in the office of the County Recorder of said County, described as follows: Beginning at a point on the Southerly line of the 100-foot right of way of the California State Highway ORA-60-B, said point of beginning at right angles to engineer's station 7+95.46 in the centerline of said highway; thence South 15°38'30" West 44.00 feet; thence North 74°21'30" West 34.00 feet; thence North 15°38'30" East to an Intersection with the said Southerly line of the State Highway; thence Southeasterly along said Southerly line to the point of the beginning. 2 ACKNOWLEDGMENT State of California) County of Orange) On 12/31/2013 before me, Kelly A. Lore, Notary Public personally appeared James D. Herberg 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. WITNESS my hand and official seal. (Seal) KELLY A. LORE Commission # 1939344 Notary Public - California Orange County My Comm. Expires Jun 30,V2015 Ikr Title or Type of Document: Quitclaim Deed - City of Newport Beach Document Date: 12/31/2013 Number of Pages 5 Other Information: Lot 171 BL 54 Irvine Subdivision, City of NB - see Agmt. NEW 51 3 CERTIFICATE OF ACCEPTANCE This CERTIFICATE OF ACCEPTANCE is to certify that the interest in real property conveyed by the Quitclaim Deed for that portion of Lot 171 in Block 54 of the Irvine's Subdivision, as more particularly described in Exhibit A, attached to the Quitclaim Deed dated December 31, 2013 from Orange County Sanitation District, as Grantor and the City of Newport Beach, a California municipal corporation and charter city, as Grantee, is hereby accepted on`,(ki(1{Afi , 20 V-t by the undersigned officer on behalf of the City of Newport Beach puthuant to authority conferred by Resolution No. 1992-82 of the City Council adopted on July 27, 1992. The City consents to the recordation of said document in the Office of the Recorder of Orange County, State of California. APPROVED AS TO FORM: CITY ATTORNEY'S `OFFICE Date: 1 1-i By: Aaron Idr City Attorney ATTEST: ,,// Date: ��- /1tl' By: Leilani I. Brown City Clerk (cc CITY OF NEWPORT BEACH, A California municipal corporation Date: L17.A1l� By: 40, Daveff City Manager 4 ACKNOWLEDGMENT State of California ) County of ORANGE) On J ANUke---`l , 20 it-tl before me, .) Ntv-e g- U`--V E 1 , Notary Public, personally appeared DAVE KIFF, 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. WITNESS my hand and official seal. Signature (Seal) 5 JENNIFER ANN MULVEY Commission # 2045022 Notary Public - California z Z w/ Orange County My Comm. Expires Oct 17 20,1