Ordinance 2759CITY OF ALEDA ORDINANCE NO.
New Series
2759
AUTHORIZING THE CITY MAAGER TO EXECUTE ALL NECESSARY
AGREEMENTS AND DOCUMENTS FOR ASSIGNMENT OF GROUND LEASE
TO BALLENA ISLE MAINA, A LIMITED LIABILITY COMPAN , OF
REA PROPERTY HELD UNER LEAE BY AN BETWEN THE CITY OF
ALAMEDA AND BALLENA ISLE MAINA, A LIMITED PARTNERSHIP
AN ALMA, LTD., GENERA PARTNER
WHEREAS, on the 1st day of January, 1979, a lease , entitled
Ballena Bay Lease " of certain City-owned property was entered into
by and between the City of Alameda as Lessor and Marina Operators
Incorporated as Lessee; and
WHEREAS, on the 28th day of October, 1982 , pursuant
Ordinance No. 2105, N. S., the City consented to assignment of said
Ballena Bay Lease to Almar, Ltd. and Ballena Isle Marina; anda: WHEREAS, the existing lease requires the City
consent for assignments and transfers of the lease; and
written
WHERE, Ballena Isle Marina is requesting the City to approve
an Assignment of Ground Lease of real property held under lease by
U and between the City of Alameda; and
WHEREAS, the City of Alameda consents to the assignment from
Ballena Isle Marina, a California limited partnership, to Ballena
Isle Marina, LLC, a California limited liability company, in the
form shown on Exhibit
NOW, THEREFORE, BE IT ORDAINED by the Council of the City of
Alameda that:
Section 1 The City Council of the City of Alameda hereby
approves and authorizes the Assignment of Ground Lease to Ballena
Isle Marina, a limited liability company, of real property held
under lease by and between the City of Alameda and Ballena Isle
Marina, a limited partnership and Almar Ltd., General Partner.
Section 2 The City Manager of t City of Alameda be, and is
hereby authorized to execute, for and on behalf of the City of
Alameda, all necessary agreements and documents for the form of
Assignment of Ground Lease of Real Property held under lease by and
between the City of Alameda and Ballena Isle Marina, substantially
in the form and containing the terms and conditions and covenantsas set out in the Assignment of Ground Lease to Ballena Isle
Marina, a limited liability company, of real property held under
Lease by and between the City of Alameda and Ballena Isle Marina
a Limited Partnership and Almar, Ltd., General Partner.
Section 3 This ordinance shall be in
from and after the expiration of thirty (30)
its final passage.
full force and effect
days from the date of
Pres
Attest:
Jp 0A Cl ty Clerk
ASSIGNMNT AND ASSUMTION AGREEMENT
Ths Assignent and Assumption Agreement (the "Agreement") is made and
entered into effective 1998, by and between BALLENA ISLE MAA,
Californa lited parership (the "Parership ) and BALLENA ISLE MAA, LLC , a
Californa lited liabilty company ("Company
RECITALS
A. The City of Alamed (the "City"), a Muncipal Corpration, as landlord,
and Marna Oprators, Inc. ("MOl"), a Calorna corpration, as tenant, entered into that
cert Lease, dated Janua 1 , 1979 , a memorandum of which was recorded March 28
1979 , as Series No. 79-57010 in the Offcial Records of the County of Alameda (the
Offcial Records"), as amended by an Amendment to Lease , dated May 8 , 1985 , a
memorandum of which was recorded Janua 29 , 1988 , as Series No. 88-23323 in the
Ofcial Records , as assigned by MOl to the Parership by agreement recorded October 18
1983 , as Seres No. 83-195351 in the Offcial Records , and as amended by an Amendment
to Lease dated October 29 , 1993 , which was recorded October 28 , 1994 , as Series No. 94-
346237 in the Offcial Records (collectively, the "Lease
B. Al of the genera parers and lited parers of the Parership have
pursuant to the term of an Assignent of Parership Interest and Consent to Transfers
dated as of Janua 1 , 1998 , assigned all of their right, title and interest in and to the
Parership to the Company.
C. The Company, as the holder of all of the parership interests of the
Parerhip, is dissolvig and tennatig the Parership and the Parership and Company
wish to conf the assignent and assumption of the Lease by the Company as hereinafer
provided.
AGREEMENT
NOW, THEREFORE , for good and valuable consideration, the receipt and
sufciency of which are hereby acknowledged, the Parership and Company, effective upon
and subject to the Port's consent to ths Agreement, agree as follows:
1. Assignent.The Parership hereby transfers , assigns and conveys to
the Company all of the Parership s right, title and interest in and to the Lease , subject to
all duties , obligations and liabilties with respect thereto.
2. Assumtion . The Company hereby accepts the assignent by the
Parerhip of the Leas , the estate created thereunder and all rights , duties, obligations and
G:IDS\AG\BALLENA\806I\ASGNASMP.OO I
EXHIBIT A
liabilties with respect thereto and the Company hereby assumes and agrees to discharge and
satisfy when due any and al duties , obligations , and fiabilities with respect to the Lease , on
and subject to the terms and conditions thereof. The Company shall hereafer faithlly
peorm al obligations of the Lessee under the term of the Lease and be bound by all of the
provisions of the Lease and assumes all liabilties of the Parership under the Lease, as if
the Company were the origial Lessee thereunder.
3. Bind. Effect.Ths Agreement shall be bindig upon and shall enure
to the benefit of the pares hereto and their heirs , personal representatives , successors and
assigns.
4. Governg Law. Ths Agreement has been entered into in the State of
Californa and shall be governed by and constred and interpreted in accordance with the
laws of the State of Californa.
IN WITNSS WHEREOF , the pares hereto have executed ths Agreement
effective as of the date first above wrtten.
BALLENA ISLE MAA
a Californa limted parership
By:Alar Ltd., a Californa corporation
General Parer
By:
Han L. Nelson, President
By:
Han L. Nelson, Jr., General Parer
BALLENA ISLE MAA, LLC
a Californa limted liability company
By:Alar Ltd., a California corporation
Manager
Han L. Nelson, Jr., President
By:
Han L. Nelson, Jr., Manager
the undersigned, hereby certify that the foregoing
Ordinance was duly and regularly adopted and passed by the Council
of the City of Alameda in regular meeting assembled on the 5th
day of May , 1998, by the following vote to wit:
AYES:Councilmembers Daysog, DeWitt, Lucas
and President Appezzato - 4.
NOES:Councilmember Kerr - 1.
ABSENT:None.
ABSTENTIONS:None.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the
official seal of said City this 6th day of May , 1998.
Dlane
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Ci ty of Alameda