HomeMy WebLinkAboutC-7064-7 - East Bay Avenue, 600 - Consent to Assignment of Lease 20211
9
RECORDING REQUESTED BY:
First American Title Insurance Company
rNational
Commercial Services
18500 Von Karman Avenue, Suite 600
U
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
ii 40.00
*$ R 0 0 1 3 1 3 1 4 2 6$
2021000548629 9:31 am 09101121
7 407A C34 11
0.00 0.00 0.00 0.00 30.00 0.00 0.000.000.00 3.00
ORIGINAL
Space Above This Line for Recorder's Use Only
File No.: NCS -1023322 -SAI
CONSENT TO ASSIGNMENT OF LEASE
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
Above This Line for Recorder's Use Only
File No.: NCS-1023322-SA1
CONSENT TO ASSIGNMENT OF LEASE
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
CONSENT TO ASSIGNMENT OF LEASE
THIS CONSENT TO ASSIGNMENT OF LEASE ("Consent to Assignment") is
given this 2,�iday of AVQt)`SF 2021, 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) ("Lease") with NHNM Property Holdings, LLC, a California limited
liability company ("NHNM"), concerning certain real property described as: Tidelands, as
defined in the Agreement, which is an independent site with no land access, consisting
of approximately 21,363 square feet water area located generally at 600 East Bay Avenue
in the City of Newport Beach, California ("Property"), more particularly described in Exhibit
F to the Lease and depicted on the map set forth in Exhibit G of the Lease, excluding any
private water and improvements, as evidenced by a Memorandum of Lease recorded on
March 21, 2016, as Instrument No. 2016000116050 in the Official Records of Orange
County.
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 March 6, 2017, Discovery Science Center of Orange County, a
California nonprofit public benefit corporation ("DSC"), provided a written request to City,
requesting approval of the transfer and assignment of NHNM's interest in the Lease to
DSC, which City consented to as evidenced by a Memorandum of Assignment of Lease
and Amendment to Lease Memorandum recorded on May 4, 2017, as Instrument No.
2017000180201 in the Official Records of Orange County.
D. On June 7, 2021, DSC provided a written request to City, requesting
approval of the transfer and assignment of DSC's interest in the Lease 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 DSC's
interest in and to the Lease 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 Lease and shall be subject to all
rights and interest of the City thereunder, except as herein otherwise provided.
2. Assignee shall assume the Lease via the Assignment and Assumption
Agreement ("Assignment"), 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
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 DSC, 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: 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.
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.
Consent to Assignment of Lease Page 2
EXECUTED on the dates indicated below, at Newport Beach, Orange County,
California.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: `t / --)l
Aaron Harp
City A ney
ATTEST-
Date:
n A � M
Date: o 14 -�'/4'�
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City Clerk
CITY OF NEWPORT BEACH, a California
municipal corporation and charter city
Date: q -2(o' 202
Grac . Leung
Cit anager
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Attachments: Exhibit A — Memorandum of Assignment of Lease and Amendment
to Lease Memorandum
Consent to Assignment of Lease 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 )Ss.
On 20 before me,
Notary Public, personally appeared
who proved to me on the basis of satisfactory evide a to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknow ged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), an at by his/her/their signatures(s) on the instrument
the person(s), or the entity upon behal� which the person(s) acted, executed the instrument.
I certify under PENZcorre.
URY under the laws of the State of California that the foregoing
paragraph is true aWITNESS my handal.
Signature (seal)
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 OQAt L(*6 } ss.
On No6yST zW 20 Z% before me, A6Nr+tFEA ANN MVLyGY
Notary Public, personally appeared CIAO -LE 14- LE,v 14 t,
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.
WIT my hand and official seal.
��~ ,� Annµµ
' n
Signature (seal) ' �� COMM #2214138 a
su' ! Notary Public California
4 ORANGE COUNTY
11 My commission Expires Oct. 12,2021,
EXHIBIT "A"
MEMORANDUM OF ASSIGNMENT OF LEASE AND AMENDMENT TO LEASE
MEMORANDUM
Discovery Science Center of Orange County 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. 048-112-20
MEMORANDUM OF ASSIGNMENT OF LEASE AND
AMENDMENT TO LEASE MEMORANDUM
(600 East Bay Avenue, Newport Beach, CA)
THIS MEMORANDUM OF ASSIGNMENT OF LEASE 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," BALBOA FUN
ZONE REALTY INVESTMENTS LLC, a Delaware limited liability company as "Assignee,"
and the CITY OF NEWPORT BEACH ("City"), a California municipal corporation and
charter city.
RECITALS
A. NHNM Property Holdings, LLC, a California limited liability company
("NHNM") and City are parties to that certain Lease Agreement (With Option for Renewal)
dated March 1, 2013 ("Lease"), respecting the Tidelands located generally at 600 East
Bay Avenue in Newport Beach, California (the "Property"), and as evidenced by that
certain Memorandum of Lease Agreement (With Option for Renewal) recorded on March
21, 2016, in the Official Records of Orange County, California ("Official Records") as
Instrument No. 2016000116050.
B. Pursuant to an Assignment and Assumption Agreement dated April 24,
2017, NHNM transferred and assigned the Lease to Assignor, subject to approval by the
City, which the City approved pursuant to that certain Consent to Assignment of Lease,
as further evidenced by a Memorandum of Assignment of Lease and Amendment to
Lease Memorandum recorded on May 4, 2017 in the Official Records as Instrument No.
2017000180201.
Discovery Science Center of Orange County Page A-2
C. In connection with Assignee's purchase of the Property from Assignor,
which closed escrow on or about July 31, 2021, Assignor and Assignee, with the consent
of City, 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
Lease.
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 the
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 Lease 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
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]
Discovery Science Center of Orange County Page A-3
IN WITNESS WHEREOF, the duly authorized representatives of Assignor, Assignee and City have executed
this Memorandum effective as of the _ day of August, 2021.
"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.
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)
l 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)
Discovery Science Center of Orange County 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.
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)
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)
Discovery Science Center of Orange County 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 }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)
Discovery Science Center of Orange County Page A-6