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Home My WebLink AboutC-6296(A) - West Coast Highway, 2751 - MOL 201311, RECORDING REQUESTEQAND ? `,+ r. 30 WHEN RECORDED RETURN TO. Office of the City Clerk City of Newport Beach 100 Civic Center Drive - Newport Beach, CA 92660 CON FOR MEDCOPY Not Cof11pated with Odginai Recorded in Official Records, Orange County Hugh Nguyen, Clerk -Recorder IIIIIIIiIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII NO FEE 0 0 7 7 8 6 5 6 2 $IIIIIII 2015000442678 10: 08 am 08/26115 37 411 M11 11 0.00 0.00 0.00 0.00 30.00 0.00 0.00 0.00 [Exempt from Recordation Fee - Govt. Code Sec. 6103] MEMORANDUM OF LEASE AGREEMENT WITH OPTIONS FOR RENEWAL This Memorandum of Lease Agreement With Options for Renewal ("Memorandum") is dated --- 13 19 , 20�, and is made between City of Newport Beach, a California municipal corporation and charter city ("Lessor" or "City") and GP's Landing, LLC, a California limited liability company ("Lessee"), concerning the Premises described in Exhibits A" and "B," attached hereto and by this reference made a part hereof. For good and adequate consideration, Lessor leases the Premises to Lessee, and Lessee hires them from Lessor, for the term and on the provisions contained in the Agreement dated S - ! 9 , 20_LS, including without limitation provisions prohibiting assignment, subleasing, and encumbering said leasehold without the express written consent of Lessor in each instance, all as more specifically set forth in said Agreement, which said Agreement is incorporated in this Memorandum by this reference. The term is five (5) years, beginning March 1, 2013, and ending February 28, 2018, and one (1) additional successive "Renewal Term" of five (5) years. This Memorandum is not a complete summary of the Agreement. Provisions in this Memorandum shall not be used in interpreting the Agreement's provisions. In the event of conflict between this Memorandum and other parts of the Agreement, the other parts shall control. Execution hereof constitutes execution of the Agreement itself. [Signatures on the next page] -1- LESSOR City of Newport Beach, a municipal corporation Dave City Manager ATT ST: L Ka n i rown City Clerk APPROVE O FORM: Aaron C. Harp CAKn vdVIIy City Attorney LESSEE GP's Landing, LL aZo-n rniamit iC Gary E. Pri m Managing Member liabi�ity company [NOTE. Attach Exhibits A and B from Agreement as Exhibits to this Memorandum behind attached Notary form] _2_ NOTARY ACKNOWLEDGMENT State of California ) County of ORANGE ) OngI " bef e.me, Notary Public, personally appeared -, who proved to me on the basis of satisfactory evidence to b, t1he person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity(i), 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. ....�».. . LOAN LAM Signature tr, Commission No. 2072510 NOTARY PUBLIC -CALIFORNIA „g ORANGE COUNTY MY Comm. Expires JUNE 24, 2018 (Seal) »»�. NOTARY ACKNOWLEDGMENT State of California ) County of ORANGE ) On _ before me, Notary Public, personally appeared 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 s/he executed the same in his/her authorized capacity(ies), and that by his/her signature on the instrument the person, 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) -1- CALIFORNIA• • OD 1% "k—Walt C^.�C .'•.a``Cs�.4 •.a . 4�4,aC �� SSC C .,aS�C_a � � � aC�•_a� C � C��..a... 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 R V1f°s u, E ) On 15 before me, tyi\1rFct� RNiQ 004Y Nrnrii-Arra-1 Pulp Date Here Insert Name and Title of the Officer personally appeared Dov Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(s) whose names) is/are subscribed to the within instrument and acknowledged to me that he/sloe/they executed the same in his/horAheir authorized capacity(iee), and that by his/hefAheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. JENNIFER ANN MULVEY� Commission #t 2045022 _Notary Public - California i Orange County O Comm. Expires Oct 12, 2017 Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my Signature and official seal. of N6tary Public OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Number of Pages: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: L�✓i�•;b"•%qy',bV�-:�3'✓b'✓�•✓�.b'✓bv��✓b�✓',b�b�b\�'.�✓.b�b'✓4��.�'✓'bV:✓'-✓'i-✓'a��✓.-.v'•✓'b�b�✓.b"✓bC••�'tib�✓',: ✓'b—b�b\✓.b�ytibv�.�'✓',b�A EXHIBIT "A" DEFINITIONS Additional Rent is defined in Section 4 Agreement is defined in the Preamble. Applicable Law(s) mean and include, but are not limited to, those prescribed by Title 17 of the Newport Beach Municipal Code; any ordinances of the City of Newport Beach, including the Building Code thereof; the City Charter of Newport Beach; any regulations, policies and general rules of the City of Newport Beach; the Tidelands Grant; Hazardous Substances Laws; CEQA; and any other Federal, State or local statute, law, ordinance, resolution, code, rule, regulation, order or decree as any of the same now exist or may hereafter be adopted or amended. CDP means a Coastal Development Permit. CEQA means the California Environmental Quality Act, codified at California Public Resources Code Sections 21000 et seq. as may be amended from time -to -time. Claim(s) is defined in Section 22. Commencement Date is defined in Section 3(a). Condemnation means a permanent taking of the Premises through (i) the exercise of any government power, by any public or quasi -public authority or by any other party having the right of eminent domain (Condemnor) or (ii) a voluntary sale or transfer by Lessor to any Condemnor, either under threat of exercise of eminent domain by a Condemnor or while legal proceedings for condemnation are pending. Gross Revenue for Slip Rentals means all receipts of every kind and nature, whether for cash, credit or barter, received/due for the rental or use of a slip, dock, or pier on the Premises. Without limiting the breadth of the prior sentence, Gross Revenue for Slip Rentals shall include, without limitation, receipts of every kind and nature derived from any promotion, package deal, service, or other item that is associated in any way with the rental or use of a slip, dock, or pier on the Premises, excluding pass-through of direct third -party charges (e.g., electricity, cable TV, etc.) without markup by Lessee. For purposes of determining Gross Revenue for Slip Rentals any fixed, annual, monthly and/or recurring charge that a person or entity is required to pay shall be counted as part of the Gross Revenue for Slip Rentals. Gross Revenue for Slip Rentals shall not be offset or reduced for any reason, including, but not limited to, the payment of taxes, fees, repairs, maintenance, construction, or inability or failure to collect any cash, credit, or barter due for the use of a slip, dock, or pier on the Premises. Hazardous Substance means: (i) any substance, product, waste or other material of any nature whatsoever which is or becomes listed, regulated, or addressed pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq. (CERLCA); the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seg.; the Resource Conversation and Recovery Act, 42 U.S.C. Section 6901 et seq. "RCRA"); the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Clean Water Act, 33 U.S.C. Section 1251 et seq.; the California Hazardous Waste Control Act, Health and Safety Code Section 25100 et seq.; the California Hazardous Substance Account Act, Health EXHIBIT "A" -1- and Safety Code Sections 25330 et seq.; the California Safe Drinking Water and Toxic Enforcement Act, Health and Safety Code Sections 25249.5 et seq.; California Health and Safety Code Sections 25280 et seq. (Underground Storage of Hazardous Substances); the California Hazardous Waste Management Act, Health and Safety Code Sections 25170.1 et seq.; California Health and Safety Code Sections 25501 et seq. (Hazardous Materials Response Plans and Inventory); or the Porter -Cologne Water Quality Control Act, Water Code Sections 13000 et seq., all as they, from time -to -time may be amended or re -codified, (the above-cited statutes are here collectively referred to as lithe Hazardous Substances Laws") or any other Federal, State or local statute, law, ordinance, resolution, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic or dangerous waste, substance or material, as now or at any time hereafter in effect; (ii) any substance, product, waste or other material of any nature whatsoever which may give rise to liability under any of the above statutes or under any statutory or common law theory, including but not limited to negligence, trespass, intentional tort, nuisance, waste or strict liability or under any reported decisions of a state or federal court; (iii) petroleum or crude oil; and (iv) asbestos. Improvements are owned by Lessee and mean those items described on Exhibit "B" as they may be modified, altered, restored, or rebuilt pursuant to this Agreement. Leasehold Estate means Lessee's interest in the Premises created by this Agreement. Leasehold Mortgage means a Transfer or security instrument by which the Leasehold Estate is used to secure a debt or other obligation arising from or related to Lessee's use or operation of the Premises. Leasehold Mortgagee means a holder or holders of the Leasehold Mortgage. Lease Term Year means each twelve (12) month period beginning on the Commencement Date (or anniversary thereof) and ending on the day prior to the next anniversary of the Commencement Date. Lessee is defined in the Preamble. Lessor is defined in the Preamble. Marina Index is comprised of the marinas listed in the resolution incorporated by Section 4. Market Adjustment Date means March 1, 2018 and every fifth (5th) anniversary year thereafter. Option Notice is defined in Section 3(b)(i). Other Real Property is defined in Section 16(b). Premises means those Tidelands which is an independent site with no land access consisting of approximately 8,273 square feet water area located generally at 2751 West Coast Highway in the City of Newport Beach, California, more particularly described in Exhibit F and depicted on the map set forth in Exhibit G, excluding any private water and Improvements. Renewal Term(s) is defined in Section 3(b). EXHIBIT "A" -2- Rent is defined in Section 4. Target Indexed Rate is defined in the resolution incorporated by Section 4 Term is defined in Section 3(a). Tidelands means certain tidelands and submerged land (whether filled or unfilled), located in the City of Newport Beach, County of Orange, State of California granted to the City of Newport Beach, as trustee, by the State of California pursuant to the Tidelands Grant. Tidelands Grant means uncodified legislation related to the State of California's grant of certain rights in the Tidelands to the City of Newport Beach, including, without limitation, the Beacon Bay Bill (Chapter 74 of the Statutes of 1978, as amended [citations omitted]). Transfer(s) means any attempt to sell, convey, assign, transfer, mortgage, pledge, grant, hypothecate or encumber this Agreement or any interest in this Agreement, or the Premises or any portion of the Premises, and any attempt to sublet (which shall also include management and/or operating agreements covering the Premises), license or grant any concession to the Premises, in whole or in part, or allow any person other than Lessee's employees, members, agents, servants and invitees to occupy or use all or any portion of the Premises. EXHIBIT "A" -3- EXHIBIT "B" IMPROVEMENTS EXHIBIT "B" -1- I in r 1 3 C h 60b t 1 ' D" Improvements