HomeMy WebLinkAboutC-5993(C) - East Balboa, Blvd, 608 & Washington St, 209 (Palm Street Parking Lot) - Consent to Assignment of Option to Ground Lease Agreement 2021RECORDING REQUESTED BY:
First American Title Insurance Company
National Commercial Services
18500 Von Karman Avenue, Suite 600
Irvine, CA 92612
WHEN RECORDED MAIL DOCUMENT 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
43.00
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0.00 0.00 0.00 0.00 33.00 0.00 0.000.000.00 3.00
Space Above This Line for Recorder's Use Only
File No.: NCS -1023322 -SAI
CONSENT TO ASSIGNMENT OF OPTION TO GROUND LEASE AGREEMENT
Pursuant to Senate Bill 2 - Building Homes and Jobs Act (GC Code Section 27388.1), effective January 1, 2018, a
fee of seventy-five dollars ($75.00) shall be paid at the time of recording of every real estate instrument, paper,
or notice required or permitted by law to be recorded, except those expressly exempted from payment of
recording fee, per each single transaction per parcel of real property. The fee imposed by this section shall not
exceed two hundred twenty-five dollars ($225.00).
( ) This document is a transfer that is subject to the imposition of documentary transfer tax
(X) Recorded [concurrently] in connection with a transfer of real property subject to the imposition of
Documentary Transfer Tax per GC 27388.1 (a) (2).
( ) Recorded [concurrently] in connection with a transfer of real property that is residential dwelling to an owner -
occupier per GC 27388.1 (a) (2).
() Maximum fee of $225 has been reached per GC 27388.1 (a) (1).
() Not related to real property GC 27388.1 (a) (1).
THIS PAGE ADDED TO PROVIDE EXEMPTION INFORMATION FOR THE BUILDING HOMES AND JOBS ACT FEE
(SB -2; AFFORDABLE HOUSING FEE) ($3.00 Additional recording fee applies)
RECORDING REQUESTED BY:
First American Title Insurance Company
National Commercial Services
18500 Von Karman Avenue, Suite 600
Irvine, CA 92612
WHEN RECORDED MAIL DOCUMENT 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
File No.: NCS-1023322-SA1
CONSENT TO ASSIGNMENT OF OPTION TO GROUND LEASE AGREEMENT
Pursuant to Senate Bill 2 - Building Homes and Jobs Act (GC Code Section 27388.1), effective January 1, 2018, a
fee of seventy-five dollars ($75.00) shall be paid at the time of recording of every real estate instrument, paper,
or notice required or permitted by law to be recorded, except those expressly exempted from payment of
recording fee, per each single transaction per parcel of real property. The fee imposed by this section shall not
exceed two hundred twenty-five dollars ($225.00).
( ) This document is a transfer that is subject to the imposition of documentary transfer tax
(X) Recorded [concurrently] in connection with a transfer of real property subject to the imposition of
Documentary Transfer Tax per GC 27388.1 (a) (2).
( ) Recorded [concurrently] in connection with a transfer of real property that is residential dwelling to an owner -
occupier per GC 27388.1 (a) (2).
() Maximum fee of $225 has been reached per GC 27388.1 (a) (1).
() Not related to real property GC 27388.1 (a) (1).
THIS PAGE ADDED TO PROVIDE EXEMPTION INFORMATION FOR THE BUILDING HOMES AND JOBS ACT FEE
(SB -2; AFFORDABLE HOUSING FEE) ($3.00 Additional recording fee applies)
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)
CONSENT TO ASSIGNMENT OF OPTION TO GROUND LEASE AGREEMENT
THIS CONSENT TO ASSIGNMENT OF OPTION TO GROUND LEASE
AGREEMENT ("Consent to Assignment") is given this Z 4- , day of
2021, by the CITY OF NEWPORT BEACH, a California municipal corporation
and charter city ("City") on the following terms and conditions:
RECITALS
A. On November 25, 2014, the City entered into that certain Option to Ground
Lease Agreement ("Option Agreement") with EXPLOROCEAN, a California nonprofit
corporation, concerning certain real property located generally between Palm Street and
Washington Street from Bay Avenue to Balboa Boulevard on the Balboa Peninsula in the
City of Newport Beach, California, more commonly referred to as the Palm Street Parking
Lot ("Property"), more particularly depicted on the map set forth in Exhibit A and described
in Exhibit B of the Option Agreement, as evidenced by a Memorandum of Option
Agreement recorded on December 24, 2014, as Instrument No. 2014000557708 in the
Official Records of Orange County.
B. EXPLOROCEAN, a California nonprofit corporation, and DISCOVERY
SCENCE CENTER OF ORANGE COUNTY, a California nonprofit public benefit
corporation ("Assignor), merged on July 8, 2016, to become DISCOVERY SCIENCE
CENTER OF ORANGE COUNTY.
C. Pursuant to Section 9 of the Option Agreement, the prior written consent of
City is required in connection with any transfer of the Option Agreement.
D. On June 7, 2021, Assignor provided a written request to City, requesting
approval of the transfer and assignment of Assignor's interest in the Option Agreement
to Balboa Fun Zone Realty Investments LLC, a Delaware limited liability company
("Assignee").
CONSENT
NOW, THEREFORE, the City does hereby consent to the assignment of
Assignor's interest in and to the Option Agreement to Assignee, 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 Option Agreement and shall be
subject to all rights and interest of the City thereunder, except as herein otherwise
provided.
2. Assignee shall assume the Option Agreement via an Assignment and
Assumption Agreement ("Assignment"), subject to each and all of the covenants,
conditions and restrictions set forth in the Option 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 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 Option Agreement and Amendment to
the Option Agreement Memorandum shall be executed by 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
ollows:
Notice to Assignee: Attention: David A. Pyle
Balboa Fun Zone Realty Investments LLC
151 Innovation Drive
Irvine, CA 92617
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.
Consent to Assignment of Option to Ground Lease Agreement Page 2
5. This Consent to Assignment shall become effective upon recording and be
recorded concurrently with (but immediately prior to) the Memorandum of Assignment of
Option Agreement and Amendment to the Option Agreement Memorandum.
[SIGNATURES ON FOLLOWING PAGE]
Consent to Assignment of Option to Ground Lease Agreement Page 3
EXECUTED on the dates indicated below, at Newport Beach, Orange County,
California.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 5 �j
Aaron --Harp
City A rney
ATTEST:
Date: �.p,�QoZ(
wnwo!,11� fA
ow n
City Clerk
CITY OF NEWPORT BEACH, a California
municipal cow oration and charter city
Date: -26-2,021
Grago. Leung
Cit anager
Attachments: Exhibit A — reement and -r/
CJ
tA6tMb?-ikNDQ 1 OF Asst etjj\AUNT O,�:
M�NT- 1r0
Consent to Assignment of Option to Ground Lease Agreement Page 4
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 eviden a to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowle ed to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and th 9 by his/her/their signatures(s) on the instrument
the person(s), or the entity upon behalf of w 'ch the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY,�inder the laws of the State of California that the foregoing
paragraph is true and correct. /
WITNESS my hand and official
Signature
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.
(seal)
State of California
County of 09-A"E,E —)ss.
On Aoj(Pu wr ZL# , 20 Zt before me, AeNNIFE2 p w mvwel
Notary Public, personally appeared GQAt..L- Y— i s%jtAf
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.
WITN my hand and official seal.
nif �~
l' �r Anne
� Mulvey
W'=� 214138 a
Signatur (seal) ¢`. a NotaryPublic _ California r".M
ORANGE COUNTY
y Commission Expires Oct 11,1011
EXHIBIT "A"
MEMORANDUM OF ASSIGNMENT OF OPTION TO GROUND LEASE
AGREMMENT AND AMENDMENT TO
LEASE MEMORANDUM
Page A-1
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
A.P.N. 048-116-06
MEMORANDUM OF ASSIGNMENT OF OPTION TO GROUND LEASE
AGREEMENT AND AMENDMENT TO
LEASE MEMORANDUM
THIS MEMORANDUM OF ASSIGNMENT OF OPTION TO GROUND LEASE
AGREEMENT AND AMENDMENT TO LEASE MEMORANDUM ("Memorandum") is
made and executed in connection with that certain Assignment and Assumption
Agreement dated as of August 2, 2021 ("Assignment") by and between DISCOVERY
SCIENCE CENTER OF ORANGE COUNTY, a California nonprofit public benefit
corporation, as "Assignor", and BALBOA FUN ZONE REALTY INVESTMENTS LLC, a
Delaware limited liability corporation as "Assignee" and the CITY OF NEWPORT BEACH,
a California municipal corporation and charter city as "City".
RECITALS
A. EXPLOROCEAN, a California nonprofit corporation ("EXPLOROCEAN"),
and the City of Newport Beach, a California corporation and charter city ("City") are parties
to that certain Option to Ground Lease Agreement ("Option Agreement") dated
November 25, 2014 respecting that certain property owned by the City located generally
between Palm Street and Washington Street form Bay Avenue to Balboa Boulevard on
the Balboa Peninsula in the City of Newport Beach, more commonly referred to as the
Palm Street Parking Lot ("Property"), as evidenced by that certain Memorandum of Option
Agreement recorded on December 24, 2014, in the Official Records of Orange County,
California as Instrument No. 2014000557708.
B. EXPLOROCEAN and DISCOVERY SCIENCE CENTER OF ORANGE
COUNTY, a California nonprofit public benefit corporation, merged on July 8, 2016, to
become DISCOVERY SCIENCE CENTER OF ORANGE COUNTY.
C. Pursuant to Section 9 of the Option Agreement, dated November 25, 2014,
EXPLOROCEAN has authorized to assign it's interest to an affiliate. Therefore,
Page A-2
DISCOVERY SCIENCE CENTER OF ORANGE COUNTY has assumed the role of
EXPLOROCEAN.
D. In connection with Assignee's purchase of the Property from Assignor,
which closed escrow on or about July 31, 2021, Assignor and Assignee executed the
Assignment to which Assignor assigned to Assignee (and Assignee assumed from
Assignor) all of Assignor's right, title, interest and obligations under the Option
Agreement.
AGREEMENTS
NOW, THEREFORE, in order to memorialize and give notice of the Option
Agreement and Assignment thereof, 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 Option 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 Option Agreement, the terms and conditions of the Option
Agreement shall prevail.
2. Amendment of Option Agreement Memorandum. The Memorandum is
amended such that the "EO" identified therein shall mean and refer to Assignee from and
after the effective date of the Assignment.
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]
Page A-3
IN WITNESS WHEREOF, the duly authorized representatives of Assignor,
Assignee and City have executed this Memorandum effective as of the 28th day of April
2017.
"Assignor"
DISCOVERY SCIENCE CENTER OF ORANGE COUNTY. a
California nonprofit public benefit corporation
By:
By:
Lloyd Joseph Adams, Chief Executive Officer
Nancee Christianson, Chief Financial Officer
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.
I I 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
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.
(seal)
I I 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 (seal)
Page A-4
"Assignee"
BALBOA FUN ZONE REALTY INVESTMENTS LLC. a Delaware
limited liability company
By:
By:
David A. Pyle, Manager
Darryl A. Lycett, 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.
I I 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
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.
(seal)
I ' 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 (seal)
Page A-5
"City"
City of Newport Beach,
a California municipal corporation and charter
city
Grace K. Leung
City Manager
ATTEST:
Date:
Leilani I. Brown
City Clerk
APPROVED AS TO FORM:
Aaron C. Harp
City Attorney
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 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
(seal)
Page A-6