HomeMy WebLinkAboutC-5889(B) - Monrovia, 1499 - Assignment and Assumption Agreement (for Revocable License Agreement for the Use of City Property) 2014ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assi ent") is
entered into as of December 31, 2014, by and between KOBE, INC., a California corporation
('Assignor"), and KOBE STUDIOS, LLC, a Delaware limited liability company ("Assignee").
RECITALS
A. Assignor acquired the real property in the City of Newport Beach located at 1499
Monrovia Avenue, County of Orange, State of California "Property"), from the City of Newport
Beach, a Municipal corporation (`City") by Grant Deed recorded October 1, 2014 as Instrument No.
2014000398343.
B. At the time of acquisition of the Property by Assignor from the City, Assignor and
City entered into that certain Revocable License Agreement between the City and Assignor, dated
October 1, 2014, (`License Agreement"), which granted Assignor an exclusive license over certain
real property adjoining the Property as described in the License Agreement (`License Area'), on the
terms and conditions provided therein.
C. Concurrently herewith, Assignor is conveying the Property to Assignee by Grant
Deed to effectuate a restructuring of ownership of the Property among related entities.
D. In connection with such conveyance, Assignor desires to assign to Assignee all
right, title and interest it has under the License Agreement, including the License to use the
License Area as provided therein.
NOW, THEREFORE, in consideration of the benefits set forth herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby aelmowledged, the
parties hereto hereby agree as follows:
I. DEFINITIONS
1.1 Defined Terms. Capitalized terms used in this Assignment and not otherwise
defined herein are used herein as defined in the License Agreement.
II. ASSIGNMENT OF LICENSE AGREEMENT
2.1 Assignment. Assignor hereby grants, conveys, assigns, and transfers to Assignee,
its successors and assigns, all of the right, title, and interest, legal or equitable, of Assignor in
and to the License Agreement, including the License to use the License Area as provided
therein.
2.2 Assumption of Liabilities. Assignee hereby assumes all of the obligations and
liabilities of Assignor constituting under the License Agreement. Without limitation,
Assignee agrees to comply with and perform the obligations of Licensee under the License
Agreement.
2.3 Assignee hereby agrees to be bound to the agreed upon and acknowledged
conditions of the License Area as set forth in the Agreement for Purchase and Sale of Real
Property And Escrow Instructions, dated July 24, 2014, between the City and Assignor, which is
incorporated herein by this reference as though fully set forth herein.
2.4 No Modification of License Agreement. Nothing in this Assignment shall be
construed to enlarge, restrict, or otherwise modify the terms of the License Agreement, or
constitute a waiver or release by Assignee or Assignor of any liabilities, duties, or obligations
imposed upon any of them by the tenns of the License Agreement. In the event of any conflict
or ambiguity between the provisions of this Assignment and the License Agreement, the
provisions in the Purchase Agreement shall control to the extent of the conflict.
2.5 Enforceability. This Assignment is being executed by Assignee and Assignor and
shall be binding upon each of them, and their respective successors and assigns, for the uses and
for the purposes above set forth and referred to, and shall be effective as of the date hereof.
2.6. Governing Law. This Assignment shall be governed by and enforced in
accordance with the laws of the State of California, without regard to the conflict of laws
principles thereof.
2.7 Counterparts. This Assignment may be executed in any number of counterparts,
and each such counterpart hereof shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement. Facsimile and e-mailed signatures shall
be treated as if they were originals.
[Signatures on following page]
2
IN WITNESS WHEREOF, this Assignment is executed and delivered as of the date first
written above.
ASSIGNOR:
ASSIGNEE:
KOBE, INC.
By: l/ !-
Name: TCobe Bryant
Title: Chief Executie Officer
KOBE STUDIOS, LLC
By: Kobe Investments, LLC, a Delaware limited
liability company, its Sole Member
By:�.
Name ko5 6 �
Title: ^A4091
[Signature Page to Assignment and Assumption Agreement]
CONSENT TO ASSIGNMENT
hi connection with the attached Assignment and Assumption Agreement dated as of
December 31, 2014 (the "Assignment") between KOBE, INC., a California corporation
("Assignor"), and KOBE STUDIOS, LLC, a Delaware limited liability company ("Assignee"),
the undersigned, CITY OF NEWPORT BEACH, a municipal corporation, hereby consents to the
assignment of all of Assignor's right, title and interest under that certain Revocable License
Agreement between the City and Assignor, dated October 1, 2014 ("License Agreement") to
Assignee, including the License (as defined in the License Agreement) to use the License Area (as
defined in the License Agreement) as provided in the License Agreement.
APPROVED AS TO FORM:
OFFICOF CITY ATTORNEY
Date: b
By.,�
Aaron C. Ilarp CAM "117 I I 1 t -
City Attorney
ATTEST: 6 1 `7 IcJ
Date:
By: OWAAA Am�
Leilam I. Brown
City Clerk
CITY OF NEWPORT BEACH,
A California municipal corporation
Date:
Dave Kiff
City Manager
[Signature Page to Consent to Assignment]