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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 ~~~ Ci ty of Alameda