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HomeMy WebLinkAboutC-6072-2 - Jamboree Road, 4311 - Assignment Agreement of Maintenance License9/23/25, 8:14 AM Batch 19859026 Confirmation Recording Requested By and When Recorded Return To: City of Newport Beach 100 Civic Center Drive Newport Beach, California 92660 Attn: City Clerk Recorded in Official Records, Orange County Hugh Nguyen, Clerk -Recorder II II II III ��II I III II II III �� NO FEE *$ R 0 0 1 5 8 0 1 1 8 8$ 2025000256823 04:11 pm 09/17/25 486 NCOUNTY5 A31 19 0.00 0.00 0.00 0.00 54.00 0.00 0.00 0.00 0.00 0.00 EXEMPT FROM ASSIGNMENT AGREEMENT OF MAINTENANCE LICENSE ABOVE THIS LINE FOR RECORDER'S USE) CAL. GUV. GUIDE "lil UJ ANU 2/JGJ THIS CONSENT TO ASSIGNMENT OF MAINTENANCE LICENSE ("Consent to Assignment") is made and entered into this 19th day of July 2025 by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), TSG — PARCEL 1, LLC, a Delaware limited liability company ("Assignor"), and Uptown Newport Master Association, a California nonprofit corporation ("Assignee" or "Licensee"), on the following terms and conditions: RECITALS A. On July 18th, 2025, the City entered into a Maintenance License Agreement with Assignor ("Agreement") for the operation maintenance and repair of that certain real property located in the City of Newport Beach, County of Orange, California, more specifically identified and depicted on Exhibit A ("License Area"). B. Pursuant to Section 9.2 of the Agreement, Assignor provided the City with prior written notification of its desire to assign its rights and obligations under the Agreement. C. The parties now desire to memorialize the Assignor's transfer of all rights, interests, and obligations under the Agreement to the Assignee. NOW, THEREFORE, in consideration of the foregoing of the mutual covenants of Parties hereto and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows: 1. Effective Date. This Consent to Assignment shall become effective upon recording ("Effective Date"). 2. Assignment. As of the Effective Date, Assignor hereby assigns, agrees and undertakes to perform all obligations of Assignor pursuant to the Agreement as of the Effective Date. Any reference to Assignor in the Agreement shall be deemed to be a https://gs.secure-erds.com/Batch/Confirmation/l9859026 316 Recording Requested By and When Recorded Return To: City of Newport Beach 100 Civic Center Drive Newport Beach, California 92660 Attn: City Clerk (SPACE ABOVE THIS LINE FOR RECORDER'S USE) EXEMPT FROM RECORDING FEES PER CAL. GOV. CODE §§ 6103 AND 27383 ASSIGNMENT AGREEMENT OF MAINTENANCE LICENSE THIS CONSENT TO ASSIGNMENT OF MAINTENANCE LICENSE ("Consent to Assignment") is made and entered into this 19th day of July 2025 by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), TSG — PARCEL 1, LLC, a Delaware limited liability company ("Assignor"), and Uptown Newport Master Association, a California nonprofit corporation ("Assignee" or "Licensee"), on the following terms and conditions: RECITALS A. On July 18th, 2025, the City entered into a Maintenance License Agreement with Assignor ("Agreement") for the operation maintenance and repair of that certain real property located in the City of Newport Beach, County of Orange, California, more specifically identified and depicted on Exhibit A ("License Area"). B. Pursuant to Section 9.2 of the Agreement, Assignor provided the City with prior written notification of its desire to assign its rights and obligations under the Agreement. C. The parties now desire to memorialize the Assignor's transfer of all rights, interests, and obligations under the Agreement to the Assignee. NOW, THEREFORE, in consideration of the foregoing of the mutual covenants of Parties hereto and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows: 1. Effective Date. This Consent to Assignment shall become effective upon recording ("Effective Date") 2. Assignment. As of the Effective Date, Assignor hereby assigns, agrees and undertakes to perform all obligations of Assignor pursuant to the Agreement as of the Effective Date. Any reference to Assignor in the Agreement shall be deemed to be a reference to Assignee. As of the Effective Date, Assignor shall have no further rights of any kind whatsoever under the Agreement. 3. Assumption. As of the Effective Date, Assignee, for themselves and their successors and permitted assigns, hereby assumes, agrees and undertakes to perform all obligations of Assignor pursuant to the Agreement as of the Effective Date. 4. Consent. Pursuant to Section 9.2 of the Agreement, the City does hereby consent to the assignment of Assignor's interest in and to the Agreement to Assignee, subject to the terms and conditions of this Assignment. 5. Indemnity. Assignor and Assignee shall defend, indemnify and hold the City harmless from all costs, expenses, claims, causes of action or damages (including, without limitation, reasonable attorney fees and costs), which may arise out of or in connection with this Assignment. 6. Binding Effect. This Assignment and all provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. 7. Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 8. Entire Agreement. This Assignment represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. The Recitals set forth above are incorporated herein by this reference. 9. Interpretation. The terms of this Assignment shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Assignment or any other rule of construction which might otherwise apply. 10. Amendments. This Assignment may be modified or amended only by a written document executed by the Parties approved as to form by the City Attorney. 11. Severability. If any term or portion of this Assignment is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Assignment shall continue in full force and effect. 12. Controlling Law and Venue. The laws of the State of California shall govern this Assignment and all matters relating to it and any action brought relating to this Assignment Agreement Page 2 Assignment shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 13. No Attorneys' Fees. In the event of any dispute or legal action arising under this Assignment or the Lease, the prevailing party shall not be entitled to attorneys' fees. 14. Counterparts. This Assignment may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. NOTICE All notices and other communications required or permitted under the Agreement 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: Uptown Newport Master Association 5 Peters Canyon Road Suite 200 Irvine CA 92606 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 notices address by giving to the party intended to be bound thereby, in the manner provided herein, written notice of such change. [SIGNATURES ON FOLLOWING PAGE] Assignment Agreement Page 3 EXECUTED on the dates indicated below, at Newport Beach, Orange County, California. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: �2/ Z 1 J -7- 5 i rr u Aar. n C. Harp J z� City Attorney �' ZAc ATTEST: Date: C, ,Mt. t.}, Molly Perry Interim City Clerk , CITY OF NEWPORT BEACH, a California municipal corporation Date: �L4 / ZO.1,Y G c . Leung 0y"I'anager ASSIGNOR: TSG - PARCEL 1, LLC, a Delaware limited liability company Date: Signed in Counterpart Jennifer Welker Chief Financial Officer, Corporate Secretary ASSIGNEE: UPTOWN NEWPORT MASTER ASSOCIATION, a California Nonprofit Corporation Brian Rupp Chief Executive Officer Assignment Agreement Page 4 EXECUTED on the dates indicated below, at Newport Beach, Orange County, California. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, CITY ATTORNEY'S OFFICE a California municipal corporation Date: Z 117 5 Date: t Signeal in Aar n C. Harp 9zti Grace K. Leung City Attorney Z Ac City Manager ATTEST: ASSIGNOR: TSG — PARCEL 1, LLC, a Delaware limited liability company Date: d �n Counfier DTte- re j in counterpart Maly Perry Interim City Clerk Jennifer Welker Chief Financial Officer, Corporate Secretary ASSIGNEE: UPTOWN NEWPORT MASTER ASSOCIATION, a California Nonprofit Corporation Date: e/6 / 2 3— Brian Rupp Chief Executive Officer Assignment Agreement Page 4 EXECUTED on the dates indicated below, at Newport Beach, Orange County, California. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, CITY ATTORNEY'S OFFICE a California municipal corporation Date: ' /Z1,17 5 Date: art Igne in Aar n C. Harp 125 Grace K. Leung City Attorney A City Manager ATTEST: ASSIGNOR: TSG — PARCEL 1, LLC, a Delaware limited liability company Date: Urt Sig ned rn CO Date: J Lk4 49 a oa s Molly Perry Interim City Clerk Je nifer Welker Chief Financial Officer, Corporate Secretary ASSIGNEE: UPTOWN NEWPORT MASTER ASSOCIATION, a California Nonprofit Corporation Date: lntarqorA 5�gne Brian Rupp Chief Executive Officer Assignment 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 Orange On August 6, 2025 personally appeared Brian Rupp before me, Terri Hovdestad, Notary Public (insert name and title of the officer) 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 signature(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. TERRI HOVDESTAD Notary Public • California z WITNESS my hand and lal seal. _ ' - Orange County Commission # 2406769 �����a." my Comm. Expires Jun 28, 2026 Sign (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 Orange On July 28, 2025 before me, Terri Hovdestad, Notary Public (insert name and title of the officer) personally appeared Jennifer Welker 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 signature(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. *my TERM HOVOESTAO Notary Public - California WITNESS my hand and official seal. Orange County Commission # 2406769 Comm. Expires Jun 28, 2026 Si ure (Seal) CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189 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)gt,36C 1 On SLEFE YI Bt, L) ZS before me, J �ry� i rG� An�y I'l/lU c-V�y Pii31 l C Date Here Insert Name and Title of the Officer personally appeared .& LE IC • LF—V t-A L Name(s) of Signer(s) 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 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 Notary Public • California 10my Orange CountyCommission # 2375299 Comm. Expires Oct 12, 2025 Place Notary Seal and/or Stamp 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 hand and official seal. Signatu OPTIONAL Completing this information can deter alteration-Sf the docun�.c7�E fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: 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: ©2019 National Notary Association Number of Pages: Signer's Name: ❑ Corporate Officer - Title(s): ❑ Partner - ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer is Representing: EXHIBIT "A" TRACT MAP �J RECORDING REQUESTED BY Hall & Foreman, Inc. WHEN RECORDED MAIL TO: City of Newport Beach Public Works Department 3300 Newport Boulevard P.O. Box 1768 Newport Beach, CA 92658-8915 Recorded in Official Records, Orange County Hugh Nguyen, Clerk -Recorder 12.00 *$ R 0 0 0 8 1 2 8 1 4 4$ 2016000045179 9:41 am 02/02/16 10416C18F13 2 0.00 0.00 0.00 0.00 3.00 0.00 0.00 0.00 SPACE ABOVE THIS LINE FOR RECORDER'S USE TRACT MAP CERTIFICATE OF CORRECTION City of Newport Beach, County of Orange, State of California The following corrections or additions are hereby made to Tract No. 17763, filed in Book 937, Pages(s) 17 through 23, of Miscellaneous Maps, in the office of the Recorder of Orange County: 1. The Preamble (Legal Description) on Sheet 1 of 7, should read as follows: "IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA BEING A SUBDIVISION OF PARCELS 2,3 AND A PORTION OF PARCELS 1 AND 4 OF PARCEL MAP NO. 2013-108, AS SHOWN ON MAP FILED IN BOOK 378, PAGES 10 TO 12, INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY" 2. A distance shown on sheet 4 of 7, as 30.11 feet, along the southerly line of Lot "N" is corrected as follows: The distance of 30.11 feet would be along the southerly line of Lot "N" from the easterly end of said southerly line to the easterly terminus of the distance shown as 14.94 feet also on said southerly line. C B Public Works va 12 ZA R�,roRCi Page 1 of 2 Surveyor's Certificate I hereby certify that this Certificate of Correction was prepared by me or under my 0 �Af i f) S(� direction on July 9, 2015, and the changes �iG_�phJl G. Ax shown hereon are as provided for in Section 66469 of th Subdivision Ma Act. N0. C685 Signed w � [ Print Name William . Hoff Exp.06/3 (o L.S. No. 6685 Q' Registration Expires 6/30/16 City Engineer's Statement I hereby state that I have examined this Certificate of Correction and found it to be substantially in conformance with the Tentative Map, as filed with, amended and approved by the City Planning Commission; e��FESSIp�� VU h�v that all provisions of the Subdivision Map Act ��Q ��' and the City Subdivision Regulations have C- been complied with. NO. 61527 n A 20 TO1)U4r EXP. ZD�% Dated this day of JJ Signed lax � Print Name W74r 'C ✓i c CIVlk- 9TFOF CAL\F0� u R.C.E. or L.S. No.-0 /S 2 7 Registration Expires 20/7 County Surveyor's Certificate I hereby certify that I have examined this Certificate of Correction and the only changes made are those set forth in Section 66469 of the Subdivision Map Act. Dated this dayo, Kevin R. Hills, County Surveyor �� t.AND �/��`o a S• WFh By`lY Crgg . Wehrma , ,tr Chief Deputy Surveyor No, 6131 Listed below are the present fee ��CA owners of real property affected by this correction. 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