HomeMy WebLinkAboutC-9714-4 - East Balboa Boulevard, 301 - Assignment of Contracts and Assumption AgreementM
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U ASSIGNMENT OF CONTRACTS AND ASSUMPTION AGREEMENT
This Assignment of Contracts and Assumption Agreement (the "Assignment') is
made and entered into as of this 110" day of December, 2024 ("Assignment Date"), by
and between Bobby Hanada and Linda Hanada, husband and wife as joint
tenants ("Assignor"), and City of Newport Beach, a California municipal corporation and
charter city ("Assignee"), with reference to the following facts. Assignor and Assignee
are sometimes hereinafter individually referred to as a "Party" and collectively as the
"Parties" to this Assignment.
RECITALS:
A. Assignor and Assignee are parties to that certain Agreement for Purchase
and Sale of Real Property and Escrow Instructions, made and entered into as of
September 5, 2024 (the "Purchase Agreement'), pursuant to which Assignor agreed to
sell to Assignee, and Assignee agreed to purchase from Assignor, the Property (as
defined in the Purchase Agreement). Concurrently with the delivery of this Assignment,
Assignor has conveyed to Assignee all of Assignor's interest in the real Property.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed
to them in the Purchase Agreement.
B. Assignee has acquired fee title to the Real Property from Assignor on the
Assignment Date. Assignor now desires to assign and transfer to Assignee all of
Assignor's rights and interests in, to and under the Approved Contracts, as hereinafter
defined.
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties hereto agree as follows
1. Assignment and Assumption Effective as of the Assignment Date,
Assignor hereby grants, transfers, conveys, assigns and delegates to Assignee all of its
rights, obligations and interests in, to and under the contracts that are set forth in
Schedule 1 attached hereto and made a part hereof (the "Approved Contracts');
provided, however, such assignment, transfer and sale shall not include any rights or
claims arising prior to the Assignment Date that Assignor may have against any party to
the Approved Contracts. Assignee hereby accepts such assignment and delegation by
Assignor and agrees to fully perform and hereby assumes all the obligations of Assignor
under the Approved Contracts first arising from and after the Assignment Date.
2. No Warranties. Assignee does hereby covenant with Assignor, and
represents and warrants to Assignor, that Assignor is transferring each of the Approved
Contracts to Assignee (to the extent the terms of any of the Approved Contracts do not
limit or restrict such right) without any warranty of any kind or nature. This Assignment
shall not be construed as a representation or warranty by Assignor as to the transferability
or enforceability of the Approved Contracts, and Assignor shall have no liability to
Assignee in the event that any or all of the Approved Contracts (a) are not transferable to
Assignment of Contracts — 301 E Balboa Blvd. Page 1
Assignee or (b) are canceled or terminated by reason of this Assignment or any acts of
Assignee.
3. Dispute Costs. In the event of any dispute between Assignor and Assignee
arising out of the obligations of the parties under this Assignment or concerning the
meaning or interpretation of any provision contained herein, each party shall pay its own
costs and expenses of such dispute, including, without limitation, its own attorneys' fees
and costs.
4. Counterparts. This Assignment may be executed in counterparts (including
facsimile and electronic copies), each of which shall be deemed an original, and all of
which shall taken together be deemed one document.
5. Survival. This Assignment and the provisions hereof shall inure to the
benefit of and be binding upon the parties to this Assignment and their respective
successors, heirs and permitted assigns.
6. No Third -Party Beneficiaries. Except as otherwise expressly set forth
herein, Assignor and Assignee do not intend, and this Assignment shall not be construed,
to create a third -party beneficiary status or interest in, nor give any third -party beneficiary
rights or remedies to, any other person or entity not a party to this Assignment.
7. Governing Law. This Assignment shall be governed by, interpreted under,
and -construed and enforceable in accordance with, the laws of the State of California.
8. Severability. If any terms or provisions of this Assignment is, to any extent,
held to be invalid or unenforceable, the remainder of this Assignment will not be affected,
and each term or provision of this Assignment will be valid and be enforced to the fullest
extent permitted by law.
9. Limitation. The provisions of Sections 10.2 of the Purchase Agreement are
incorporated by reference into this Assignment as if fully set forth herein.
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Assignment of Contracts -- 301 E Balboa Blvd. Page 2
IN WITNESS WHEREOF, the parties hereto have executed this Assignment as
of the Assignment Date.
ASSIGNOR: Bobby Hanada and Linda Hanada, husband and wife as
joint tenants
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ASSIGNEE: CITY OF NEWPORT BEACH,
a California municipal corporation and charter city
By:
Name:
Title:
ATTEST:
Leilani I. Brown, City Clerk.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
A on C. Harp, Ci Attorney
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Assignment of Contracts — 301 E Balboa Blvd. Page 3
IN WITNESS WHEREOF, the parties hereto have executed this Assignment as
of the Assignment Date.
ASSIGNOR: Bobby Hanada and Linda Hanada, husband and wife as
joint tenants
By:
Name:
Title:
By:
Name:
Title:
ASSIGNEE: CITY OF NEWPORT BEACH,
a California municipal corporation and charter city
By:
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Name: UU lG• LLIC +��
Title: M,U,WicW
ATTEST:
CITY ATTORNEY'S OFFICE
A on C. Harp, C4 Attorney
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Assignment of Contracts — 301 E Balboa Blvd. Page 3
SCHEDULE I TO ASSIGNMENT OF CONTRACTS
LIST OF APPROVED CONTRACTS
N/A — No contracts disclosed by Assignor
Assignment of Contracts — 301 E Balboa Blvd. Page 4