HomeMy WebLinkAboutC-5567(C) - Newport Boulevard, 3300 - Assignment and Assumption of Ground Lease for the Former City Hall Property 2016ASSIGNMENT AND ASSUMPTION OF GROUND LEASE
This ASSIGNMENT AND ASSUMPTION OF GROUND LEASE ("Assignment") is
made as of May 3, 2016 by and between Olson Real Estate Group, Inc., a California corporation,
doing business as R.D. Olson Development ("Assignor"), and Lido House, LLC, a California
limited liability company ("Assignee").
1. Assignor, pursuant to Section 11. 1.2 of the Lease (as defined below), permitting certain
transfers of Assignor's interest in the Lease, for valuable consideration, grants, transfers
and assigns to Assignee all of Assignor's right, title and interest, as lessee ("Lessee"), in
and to that certain Ground Lease dated as of September 9, 2014 made and entered into
with the City of Newport Beach, a California municipal corporation and charter city, as
lessor ("Lessor"), and any further amendment or modification thereof ("Lease") with
regard to the ground lease of that certain parcel of land situated in the City of Newport
Beach, County of Orange, State of California, and more particularly described in the
Lease ("Property").
2. This Assignment constitutes a permitted Transfer, as defined in the Lease, under which
Assignee assumes and agrees in writing to perforin and be subject to all of the Assignor's
obligations as set forth in the Lease, which Assignment is approved as to form by
Lessor's counsel, as evidenced by the respective parties' signatures hereto.
3. Assignor does also assign to Assignee all of its rights and interest in and to any deposits
or credits, if any, paid by or due to Assignor under the Lease.
4. Assignor does also assign to Assignee all of its rights and interest in and to any and all
easements appurtenant and entitlements, permits and governmental approvals related to
the Property.
5. This Assignment shall be effective as of May 3 , 2016.
6. As of the effective date of this Assignment, Assignee assumes all of the duties and
obligations of Assignor under the Lease accruing from and after the effective date of the
Assignment, and shall indemnify and hold Assignor harmless in connection therewith. In
addition to the indemnification provisions under the Lease, both Assignor and Assignee
shall indemnify and hold Lessor harmless under the terms of this Assignment.
7. Pursuant to Section 11.1.3 of the Lease, this Assignment is being made prior to the
completion of the Hotel and Improvements on the Premises and the opening of the Hotel
for business to the general public.
8. Pursuant to Section 11.1.5 of the Lease, Lessor's consent to the transfer contemplated
hereunder shall not be effective until the delivery of a fully executed copy of this
Assignment to Lessor by Lessee or Assignee, which shall serve as the written notice by
Lessee or Assignee.
9. Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies
between this Assignment and the Lease and any attachments thereto, the terms of the
Lease shall govern.
10. This Agreement may be executed in several counterparts, each of which shall be fully
effective as an original and all of which together shall constitute one and the same
instrument.
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[SIGNATURES ON THE FOLLOWING PAGES]
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IN WITNESS WHEREOF, intending this instrument under seal, this Assignment has
been executed under seal by Assignor as of the day and year first above written.
ASSIGNOR:
OLSON REAL ESTATE GROUP, INC.,
a California corporation
444 -'Lk ff)�
Robert D. Olson
President
Signature Page for Assignment Agreement
IN WITNESS WHEREOF, intending this instrument under seal, this Assignment has
been executed under seal by Assignee as of the day and year first above written.
ASSIGNEE:
LIDO HOUSE, LLC
a California limited liability company
By: Olson Real Estate Group, Inc.,
a California corporation, its Manager
By: U
Robert D. Olson
President
Signature Page for Assignment Agreement
11.
PURSUANT to Lease Section 11.1.2, the City Attorney's Office has reviewed and
approved the form of this Assignment.
CITY OF NEWPORT BEACH
a California municipal corporation and charter city
APPROVED AS TO FORM:
CITY ATT FSS OFFICE
By:
Aaron- . Harp
City Attorney
Signature Page for Assignment Agreement
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