HomeMy WebLinkAboutC-8004-2 - Agreement for Purchase and Sale of Real Property and Escrow Instructions Assignment and Assumption Agreement and ConsentDocument -2616892 -Page -1
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Newport Beach
Attn: City Manager
100 Civic Center Drive
P.O. Box 1768
Newport Beach, CA 92660
WITH CONFORMED COPIES TO:
City ofNewport Beach
Attn: Real Property Administrator
100 Civic Center Drive
P.O. Box: 1768
Newport Beach, CA 92660
Lab Holding, LLC
Attn: Shaheen Sadegbi
709 Randolph Avenue
Costa Mesa, CA 92626
William M. Hensley
25 Pacific Crest
Laguna Niguel, CA 92677
Attn: Real Property Administrator
Exempt from recording fees pursuant to
Govt Code section 27383
Assessor's Parcel Number(s): 048-135-02
Page 1 of 1
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk -Recorder
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AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW
ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT
about:blank 01/06/2017
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Newport Beach
Attn: City Manager
100 Civic Center Drive
P.O. Box 1768
Newport Beach, CA 92660
WITH CONFORMED COPIES TO:
City of Newport Beach
Attn: Real Property Administrator
100 Civic Center Drive
P.O. Box: 1768
Newport Beach, CA 92660
Lab Holding, LLC
Attn: Shaheen Sadeghi
709 Randolph Avenue
Costa Mesa, CA 92626
William M. Hensley
25 Pacific Crest
Laguna Niguel, CA 92677
Attn: Real Property Administrator
Exempt from recording fees pursuant to
Govt. Code section 27383
Space Above This Line For Recorder
Assessor's Parcel Number(s): 048-135-02
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW
INSTRUCTIONS
ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND ESCROW
INSTRUCTIONS
ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT AND CONSENT
("Agreement') is made and entered into on this" day of December, 2016 ("Effective Date'%
by and between Lab Holding, LLC, a California limited liability company ("Assignor") and
Balboa Theater Company, LLC, a California limited liability company ("Assignee"). Assignor
and Assignee, individually referred to herein as a "Party," and collectively referred to herein as
the "Parties," hereby agree as follows:
1:»1001FAM
A. Assignor entered into that certain Agreement for Purchase and Sale of Real
Property and Escrow Instructions with the City of Newport Beach, a California municipal
corporation and charter city ("City') on October 26, 2016 ("Purchase and Sale Agreement'),
pursuant to which Assignor agreed to purchase from City that certain real property of
approximately 5,200 square feet and commonly known as 707 E. Balboa Boulevard, located in
the City of Newport Beach, County of Orange, State of California 92661 (A.P.N. 048-135-02)
("Property"), for theatrical, cultural center, event center, or for other related performing arts uses
within the boundaries of the City ("Project'), for the purchase price in the amount of One
Million Dollars and 00/100 ($1,000,000.00) ("Purchase Price'l, all as more specifically
described in the Purchase and Sale Agreement.
B. Assignor created the Assignee limited liability company for the purpose of
operating the Project, and Assignor wishes to transfer all of its right, title and interest in, and
duties and obligations under, the Purchase and Sale Agreement pursuant to the terms of the
Purchase and Sale Agreement to Assignee and Assignee wishes to accept and consent to such
assignment.
NOW, THEREFORE, Assignor and Assignee hereby agree as follows:
1. Assignor hereby assigns, as of the Effective Date, all of its rights, title interest,
duties, and obligations under the Purchase and Sale Agreement to Assignee and Assignee accepts
and consents to such assignment.
2. From and after the Effective Date all references in the Purchase and Sale
Agreement to "Buyer" shall now be references to Assignee, and City shall look to either
Assignor or Assignee for performance of the duties and obligations of Assignor as required by
the Purchase and Sale Agreement. City shall retain its right to require Assignor to perform all of
the duties and obligations assigned by Assignor to Assignee under this Agreement, if the
Assignee breaches any part of the Purchase and Sale Agreement.
3. All of the covenants, terms, and conditions of the Purchase and Sale Agreement
and set forth herein shall be binding upon and shall inure to the benefit of the Parties hereto and
their respective heirs, successors, and assigns.
Assignment and Assumption Agreement and Consent Page 2
4. Any notice required under Purchase and Sale Agreement shall be made in
accordance with Section 15.16 of the Purchase and Sale Agreement, except notice to Assignor
shall, from and after the Effective Date, be made to the address below:
Shaheen Sadeghi
709 Randolph Avenue
Costa Mesa, CA 92626
And: Linda Sadeghi
709 Randolph Avenue
Costa Mesa, CA 92626
5. By its signature below, City hereby consents to and acknowledges the assignment
described herein as required by Section 15.2 of the Purchase and Sale Agreement.
[Signatures on following page]
Assignment and Assumption Agreement and Consent Page 3
IN WITNESS HEREOF, the Parties hereto have executed this Agreement as of the day
and year first above written.
ASSIGNOR: LAB HOLDING, LLC,
a California limit
B
Shaheen Sadeghi,
Its: Managing Member
ASSIGNEE: BALBOA THEATER COMPANY, LLC,
a California limited liability company
By:
Shaheen Sadeghi
Its: Member
By: 11MIJ-1,119-111j,�1
Aa §a&ghi
Member
CITY: CITY OF NEWPORT BEACH,
a California municipal corporation and charter city
By:
Dave Kiff v
Its: City Manager
APRO A8^TO FORM:
Aaron C. Harp W-k%&k*t
City Attorney
City Clerk
Assignment and Assumption Agreement and Consent Page 4