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HomeMy WebLinkAboutC-7676-2 - Assignment, Assumption, Consent and Rlease Agreement (Bayview Landing Open Space - Newport Dunes Entrance)RECORDING REQUESTED By,, This Document v . "" electronically recorded by CHICAGO TITLE COMPi Chicagr, Title Commercial AND WHEN RECORDED MAIL TO (� Recorded in Official Records, County of Orange GREENBERG GLUSKER FIELDS Tom Daly, Clerk -Recorder~ - - 1900 AVE OF THE STARS, 21ST FLOOR LOS ANGELES, CA 90067-4590 NIIIIIIIIIIIII IIIIIIIIIII�IIIIIIIIIIIIIIIIIIIIIIIII50.00 ATTN : DENNIS B. ELLMAN, ESQ . 2003001253679 09:50am 10/14/03 121 4 A32 C34 ROB A38 14 0.00 0.00 0.00 0.00 26.00 0.00 0.00 0.00 L Escrow No. - Order No.' 13 8 0 3 3 31B -MO 7 SPACE ABOVE THIS LINE FOR RECORDER'S USE ASSIGNMENT, ASSUMPTION, CONSENT AND RELEASE AGREEMENT THIS DOCUMENT IS BEING RE-RECORDED. TO ATTACH THE LEGAL DESCRIPTION AND INCLUDE THE RECORDING INFORMATION OF THE MEMORANDUM OF GROUND LEASE. THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION ( Additional recording fee applies) CPFR4—11/13/96bk ' CtECORDING REQUESM 9Y FIRST AMERICAN TITLE COMPAN *77— SUBDIVISION DEPARTMENT RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Greenberg Glusker Fields Claman Machtinger & Kinsella LLP 1900 Avenue of the Stars, 21" Floor Los Angeles, California 90067-4590 Attn: Dennis.B. Ellman, Esq. i WITH A CONFORMED COPY TO: The Irvine Company 550 Newport Center Drive Newport Beach., CA 92660 Attn: Brigid McMahon, Legal Department This Document wax—electronically recorded by First k .erican Title—B Recorded in Official Records, County of Orange Tom Daly, Clerk -Recorder 1111111111I11111��������������Illll���f���lIIII���� 11111111 66.00 2003000920707 04:13pm 07/31/03 109 15 A30 A38 C34 R09 12 0.00 0.00 0.00 20.00 22.00 0.00 0.00 0.00 (Space Above this Line for Recorder's Use Onljq T`C-l2M of L_eFlsE t_ ES5 T_F ,N 9 9 V GARS ASSIGNMENT, ASSUMPTION, CONSENT AND RELEASE AGREEMENT THIS ASSIGNMENT, ASSUMPTION, CONSENT AND RELEASE AGREEMENT ("Agreement') is executed as of July 28,2003 ("Effective Date's among The Irvine Company, a Delaware corporation (`Lessor'% NEWPORT DUNES PARTNERSHIP, a California general partnership ("Lessee'), and WATERFRONT RESORT PROPERTIES'L.P., a California limited partnership and NEWPORT DUNES MARINA LLC, a California limited liability company (collectively, "Assignee'. RECITALS A. Lessee is the tenant under that certain Ground Lease dated as of June 1, 1962, as amended by that certain Amendment No. 1 to Ground Lease, dated as of April 1, 1966, that certain Amendment No. 2 to Ground lease, dated as of December 1, 1970, that certain Amendment No. 3 to Ground Lease, dated as of March 28, 1984, that certain Amendment to Lease, dated as of November 15, 1984, that certain Amendment No. 4 t0 Ground Lease, dated as of February 10, 1989, that certain Consent to Assignment of Ground lease, dated as of February 10, 1989, and that certain Amendment No. 5 to Ground Lease, dated as of July 14, 2003 (collectively, `Lease's. B. Lessee intends to delegate, transfer and assign to Assignee all of its rights, duties. and obligations under the Lease. THE INSTRUMENT FILED FOR RECORD BY �p� j� FIRST AMERICAN TITLE COMPANY AS AN 1�(Q re.e,o 6(C7�-L_(X tA9u5 f Sal 19 ( X ACCOMMODATION ONLY. IT HAS NOT BEEN EXAMINED AS TO ITS EXECUTION � ORAS TO ITS EFFECT UPON TITLE. j�fa_ cYCk JRC/30209-003 9/339948.4 7/15/03 C. Assignee intends to sublease the property covered by the Lease (the "Leased Land') to Newport Dunes Marina, LLC and Dunes Resort, LLC, a California limited liability company dba Newport Dunes Resort and Marina, a California general partnership (collectively, "Sublessee') pursuant to a Resort Sublease executed by Assignee and Sublessee ("Resort Sublease'. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and conditions contained in them, the parties agree as follows:. 1. Assignment. Lessee assigns, transfers and conveys to Assignee all of Lessee's right, title and interest as tenant in and to the Lease, a� - ,cct- r,3- -t-i�a 1p f -o p--e--C- y cUse-C', Wd l h x b t t� ., „ c ki-OLC- c& . Kt re 4 a 2. Assumption. Assignee assumes all of Lessee's obligations under the Lease arising with respect to the period from and after the Effective Date and shall indemnify, defend and hold Lessee harmless against any and all losses, costs, damages, liabilities and expenses, including, without limitation, reasonable attorney fees incurred by Lessee as a result of any claim arising under the Lease and based on events occurring subsequent to the Effective Date ("Post Assignment Lease Obligation'. Assignee agrees that, notwithstanding this Agreement, the provisions contained in the Lease shall continue to be binding upon Assignee with respect to all future assignments and sublettings. 3. Indemnity. Lessee shall indemnify and defend Assignee against and hold Assignee harmless from any and all losses, costs, damages, liabilities and expenses, including, without limitation, reasonable attorneys' fees incurred by Assignee as a result of any claim arising under the Lease with respect to the period prior to the Effective Date (or based on events occurring prior to the Effective Date).: 4. Approval._ Lessor hereby consents to (a) the assignment provided for in paragraph 1 above, and (b) the sublease of the Leased Land to Sublessee. 5. Release. Lessor hereby releases Lessee from all damages, losses, claims, liabilities and expenses (collectively, "Clahns'� arising out of any Post -Assignment Lease Obligation. This release shall not affect any obligations of Lessee with respect to Claims occurring before the Effective Date or arising from or caused by the acts or omissions of Lessee prior to the Effective Date. 6. Hazardous Materials. Assignee and Sublessee hereby represent to Lessor that neither Assignee nor Sublessee (i) has been required by any prior landlord, lender or governmental authority to take remedial action in connection with Hazardous Materials contaminating a property as a result of the actions of Assignee or Sublessee or their respective use of any such property, and (ii) is subject to any enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material. 2 JRG30209-0039/339948.4 7/15/03 7. Notices. Notices to Lessee after the Effective Date shall be given as follows: WATERFRONT RESORT PROPERTIES L.P. c/o DeAnza Leasing Corporation 6310 San Vicente Boulevard, Suite 560 Los Angeles, CA 90048 Attn: Herbert Gelfand And: NEWPORT DUNES MARINA LLC c/o Goldrich & Kest Industries, LLC 5150 Overland Avenue Culver City, CA 90230 Attn: Warren Breslow With Copies to: Michael G. Silverman, P.C. 1925 Century Park East, Suite 1050 Los Angeles, CA 90067 And: Goldrich & Kest Industries, LLC 5150 Overland Avenue Culver City, CA 90230 Attn: General Counsel 8. No Waiver. This consent shall not be deemed or construed to be a waiver of any term, covenant, condition or provision of the Ground Lease, and shall not authorize or be deemed to authorize any other or further assignment or subletting. 9. Counterparts. This Agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. LESSOR: THE IRVINE COMPANY, a Del are c oration By: Daniel C. Hedigan Senior Vice Presiden By: . .Gary Vcc o Senior Vice President, Finance & Acquisitions 3 7RC/30209-0039/339948.4 7/29/03 LESSEE: NEWPORT DUNES PARTNERSHIP, a California general partnership dba Newport Dunes Resort By:—�� Anne L. Evans General Partner By: Anne L. Evans, Trustee of the William D. Evans and Anne Ledford Evans Trust C, dated July 27, 1983 General Partner ASSIGNEE: WATERFRONT RESORT PROPERTIES L.P.,, a California limited liability company Formerly known as Tahoe Shores, Ltd. By: DeAnza Corporation, a California corporation, its general partner By: Herbert M. Gelfand Chairman of the Board NEWPORT DUNES MARINA LLC, a California limited liability company, By: WLB GROUP GP LLC, a California limited liability company, its Manager WE Warren Breslow Manager [NOTARY ACKNOWLEDGMENTS ON THE FOLLOWING PAGE] 4 JRC/30209-003 9/339948.4 7/15/03 LESSEE: NEWPORT DUNES PARTNERSHIP, a California general partnership dba Newport Dunes Resort By: Anne L. Evans General Partner By: Anne L. Evans, Trustee of the William D. Evans and Anne Ledford Evans Trust C, dated July 27, 1983 General Partner ASSIGNEE: WATERFRONT RESORT PROPERTIES L.P., a California limited liability company Formerly known as Tahoe Shores, Ltd. By: De a Corporation, a Ca 'fornia corpor Pion, its ge alp rtn By: Herbert M. el an Chairman of the Board NEWPORT DUNES MARINA LLC, a California limited liability company, By: WLB GROUP GP LLC, a California limited liability company, its Manager By: Warren Breslow Manager [NOTARY ACKNOWLEDGMENTS ON THE FOLLOWING PAGE] 4 JRC/30209-0039/3 3 994 8.4 7/15/03 LESSEE: NEWPORT DUNES PARTNERSHIP, a California general partnership dba Newport Dunes Resort In r Anne L. Evans General Partner Anne L. Evans, Trustee of the William D. Evans and Anne Ledford Evans Trust C, dated July 27, 1983 General Partner ASSIGNEE: WATERFRONT RESORT PROPERTIES L.P., a California limited liability company .Formerly known as Tahoe Shores, Ltd. By: DeAnza Corporation, a California corporation, its general partner By: Herbert M. Gelfand Chairman of the Board NEWPORT DUNES MARINA LLC, a California limited liability company, By: WLB GROUP'GP LLC, a California limited liability company, its Mana By: Warren Breslow Manager [NOTARYACKNOWLEDGMENTS ON THE FOLLOWING PA GEJ 4 J RC/3 0209-003 9/3 3 9948A 7/15/03 STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On 7tk �uf VZ 2003, before me,c� o :2. Pati, se—A personally appeared DANIEL C. HEDIGAN and GARY VACCARO, personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons) whose name(s) {s-) (are) subscribed to the within instrument and acknowledged to me that (he) (fie) (they) executed the same in ( S}-Fl}e } (their) authorized capacity(ie$}, and that by 04&}� (their) signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. GAIL P. PAULSEN Commission # 1389845 Notary Public - California ' Orange County My Comm. E)pires Jan IQ 2007 (SEAL) STATE OF CALIFORNIA } } ss. COUNTY OF _ } On , 2003, before me, otary Public in and for said State personally appeared and , personally known to me (or 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 (lie) (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. WITNESS my hand and official. seal. (SEAL) Notary Public in and for said State JRC/30209-0039/339948.4 7/29/03 STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On , 2003, before me, , personally appeared DANIEL C. HEDIGAN and GARY VACCARO, personally known.to me (or 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) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary Public in and for said State (SEAL) STATE OF CALIFORNIA } \ ) ss. COUNTY OF SAN On 1JuLY Z( 2003, before me, personally appeared �1�n�t 1. Eris personally known to meo roved to me on the basis of satisfactory evidence) to be the person( whose name(F4- ) subscribed to the within instrument and acknowledged to me that (4A(she) ( ) exec ed the same in (1� (her) (fir) authorized capacity(, and that by ((her) (tJ signature( on the instrument the person(,, or the entity upon behalf of which the personXacted, executed the instrument. WITNESS my hand and official seal. ROBERT J. HOADLEY Commission # 1370573 z Z Notary Public - California > San Diego County .,e4AMy Comm. bores Sep 13, 2006 (SEAL) r Notary ublic and fors ' tate 3RC/30209-0039/339948.4 7/15/03 STATE OF COUNTY OF _� ) ss. On 2003, betor personally appeared C-Clr. __ i , ` b personally known to me (or proved to me on th basis of satisfactory evidence) t6l 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. WITNESS my hand and official seal (SEAL) STATE OF �6 S ® abc-Q. ss. COUNTY OF ) On 2003, before me, , personally appeared and , personally known to me (or 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. WITNESS my hand and official seal. Notary Public in and for said State (SEAL) 6 JRG30209-0039/339948.4 7/15/03 STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On 2003, before me, personally appeared DANIEL C. HEDIGAN and GARY VACCARO, personally known.to me (or 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. WITNESS my hand and official seal. Notary Public in and for said State . (SEAL) STATE OF CALIFORNIA AVIssCOUNTYOF LO`a ) On Z1 200 before me, 66"G- Q�' r 1 ctMc3 US S a L personally appeared OZ Y Y h �S 0 Uj a personally known to me to be the person(&) --whose name4) (is) (tee) subscribed to the within instrument and acknowledged to me that (he) (tre)-#hryj' executed the same in (his) {4�eirj authorized capacity(ies}; and that by (his) $�signature-4) on the instrument the person -s); or the entity upon behalf of which the persoi+(�)-acted, executed the instrument. WITNESS my hand and official seal. v Notary Public in and for said State (SEAL) _ W+ tcrYjiF tC-G JRC/30209-0039/339948.4 7/15/03 STATEOF �F►Li�c7(Z�'I ) ss. COUNTY OF SAS, �� } On�l Z, 2003, before me, 'R8 67t.i J �('L 4i � , personally appeared R/,ve L. ��,� S , %,zvs T&jr and , personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons) 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. WITNESS my hand and official seal. ROBERT J. HOADLEY Commission # 1370573 Z <Notary Public - California > Z '+r�, San Diego County My Comm. Ewes sep 13,i 'W -'V !!00bt' (SEAL) STATE OF ss. COUNTY OF On 2003, before me, Notary Pu lic i d for sai tater personally appeared and , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose nanme(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. WITNESS my hand and official seal. (SEAL) Notary Public in and for said State JRC/30209-003 9/339948.4 7/15/03 Government Code 27361.7 I certify under the penalty of perjury that the notary seal on this document reads as follows: Name of Notary: Commission No.: County where bond if Filed: Date commission Expires ManufacturerNendor No.: IRENE CIPRIANO MUSSACK 1296573 LOS ANGELES MARCH 9, 2005 NNA 1 I certify under penalty of perjury that the illegible portion of the document to which this statement is attached reads as follows: rfm Place of execution — Santa Ana rina o j� First American Title Company Date — JULY 31, 2003 THOSE PORTIONS OF BLOCKS 55 AND 94 OF IRVINE'S SUBDIVISION, IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ONA MAP RECORDED IN BOOK 1, PAGE 88 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS - COMMENCING AT THE INTERSECTION OF THE CENTERLINE OF JAMBOREE ROAD, 100.00 FEET WIDE, AS DESCRIBED IN A DEED TO THE COUNTY OF ORANGE, RECORDED IN BOOK 4110, PAGE 10, OFFICIAL RECORDS WITH THE CENTERLINE OF BACK BAY DRIVE, 80.00 FEET WIDE, AS DESCRIBED IN A DEED TO THE COUNTY OF ORANGE, RECORDED IN BOOK 4228, PAGE 216 OF OFFICIAL RECORDS; THENCE NORTH 550 17' 48" WEST 434.75 FEET ALONG THE CENTERLINE OF BACK BAY DRIVE TO THE BEGINNING OF A CURVE CONCAVE EASTERLY AND HAVING A RADIUS OF 450.00 FEET; THENCE LEAVING SAID CENTERLINE SOUTH 340 42' 12" WEST -40.00 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY LINE OF SAID BACK BAY DRIVE, SAID POINT BEING THE BEGINNING OF A CURVE CONCENTRIC TO ABOVE 450.00 FEET RADIUS CURVE,'AND HAVING A RADIUS OF 490.00 FEET; THENCE NORTHWESTERLY 39.05 FEET ALONG SAID CURVE THROUGH A.CENTRAL ANGLE OF 040 33' 59" TO THE TRUE POINT OF BEGINNING, A RADIAL LINE OF SAID CURVE THROUGH SAID POINT BEARS SOUTH 390 16' 11" WEST; THENCE LEAVING SAID CURVE SOUTH 590 45' 30" WEST 169.10 FEET; THENCE SOUTH 330 37' 44" WEST 75.75 FEET; THENCE SOUTH 070 29' 58" WEST 146.85 FEET; THENCE SOUTH 520 26' 07" WEST 520.90 FEET; THENCE SOUTH 720 13' 41" WEST 425.77 FEET; THENCE NORTH 800 38' 33" WEST 315.75 FEET; THENCE SOUTH 790 00' 00" WEST 88.33 FEET; THENCE NORTH 610 33' 44" WEST 94.00 FEET TO A POINT ON THE ADJUDICATED LINE OF THE ORDINARY HIGH TIDE LINE ESTABLISHED IN 1926 BY.COURT DECREE NUMBER 20436 OF THE SUPERIOR COURT OF SAID ORANGE COUNTY, SAID POINT SHOWN ON A MAP FILED IN BOOK 95, PAGES 39-43 OF RECORDS OF SURVEY AS ADJ. 18; THENCE SOUTH 85° 30' 33° EAST 528.58 FEET ALONG SAID ADJUSTED LINE TO -A POINT SHOWN AS ADJ. 1-9 ON SA ID OF SURVEY; THENCE NORTH.720 13' 41" EAST 357.73 FEET ALONG SAID ADJUDICATED LINE TO A POINT SHOWN AS ADJ. 20 ON SAID RECORD OF SURVEY; THENCE NORTH 500 17' 46" EAST 535.40 FEET ALONG SAID ADJUDICATED LINE TO A POINT SHOWN AS ADJ. 21 ON SAID RECORD OF SURVEY; THENCE NORTH 070 29' 58" EAST 502.37 TO A POINT ON THE SOUTHERLY RIGHT OF WAY LINE OF BACK BAY DRIVE; SAID POINT ALSO BEING ON SAID CURVE HAVING A RADIUS OF 490.00 FEET; A RADIAL LINE OF SAID CURVE THROUGH SAID POINT BEARS SOUTH 740 11' 17" WEST; THENCE SOUTHERLY 298.63 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 340 55' 06" TO THE POINT OF BEGINNING.