HomeMy WebLinkAboutEARL SCHEIB REALTY CORP 1A -2010A-2010-042-01
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ASSIGNMENT OF EASEMENT AGREEMENT AND
BILATERAL ESCROW INSTRUCTIONS
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This ASSIGNMENT AND ASSUMPTION OF EASEMENT AGREEMENT AND
BILATERAL ESCROW INSTRUCTIONS (this "Assignment") is made and entered into and is
effective as of March LF, 2010, by and between Earl Scheib Realty Corp., a California
corporation ("Assignor") and McIlwee Fam, LLC, a California limited liability company
("Assignee"), with reference to the following Recitals.
Recitals
A. Assignor as "Seller" and City of Santa Ana as "Buyer", entered into that certain
?J Easement Agreement and Bilateral Escrow Instructions on or about January 20, 2010
(the "Easement Agreement"), which Easement Agreement sets forth the terms and
conditions for Assignor's acquisition of certain property located in Santa Ana,
California, as more particularly described in the Easement Agreement. Capitalized
terms not defined herein shall have the meaning ascribed to such terms in the
Easement Agreement.
B. Pursuant to the Easement Agreement, Assignor now desires to assign its right, title
and interest in, to and under the Easement Agreement to Assignee, and the Assignee
desires to accept such assignment on, and subject to, the terms and conditions set
forth in this Assignment.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
Agreement
1. Assignment. Assignor hereby assigns, conveys, transfers and delivers to
Assignee all of Assignor's right, title and interest in and to the Easement Agreement and
Assignee hereby accepts such assignment and agrees to assume performance of all terms,
covenants and conditions occurring or arising under the Easement Agreement on or after the date
of this Assignment.
2. Assumption of Obligations. By acceptance of this Assignment, Assignee
hereby assumes and agrees to timely discharge, perform and to be bound by all of the liabilities,
duties and obligations imposed in connection with the Easement Agreement from and after the
date of this Assignment to the same extent as if Assignee had been the original party to the
Easement Agreement.
3. Indemnification by Assignee. Assignee hereby agrees that it shall defend
indemnify and hold harmless Assignor, its partners, shareholders, directors, officers, employees,
and agents from and against any and all claims, liabilities, damages, losses, suits, costs and
expenses of every kind, nature and type (including reasonable attorneys' fees) asserted by any
person, entity or party for or an account of Assignee's obligation s and liabilities arising out of or
under the Easement Agreement on or after the effective date of this Assignment.
4. Successors and Assigns. This Assignment shall be binding upon and shall
inure to the benefit of the successors and assigns of the respective parties hereto.
5. Governing Law. This Assignment shall be governed by and construed in
accordance with the laws of the State of California.
6. Further Assurances. The parties covenant and agree that they will
executed such other and further instruments and documents as are or may become necessary or
convenient to effectuate and carry out this Assignment.
7. Counterparts. This Assignment may be executed in any number of
counterparts each of which when so executed and delivered shall be deemed to be an original and
all of which. counterparts taken together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, this Assignment has been executed by the parties as
of the dates set forth below.
ASSIGNOR:
Earl Scheib Realty Corp.,
a Cali fM'tion
By: - - -
Its:
Name: ?M
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The City of Santa Ana accepts
Bilateral Escrow Instructions
Scheib Realty Corp January 20,
McIlwee Fam, LLC.
CITY OF SA?A ANA
f
'\"ROVLD AS TO Foj?m
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David N. Ream, City Manager
ASSIGNEE:
Mcllwee Fam, LLC,
imi liability com any
Ay:
` ? , k-A ?
teh Assignment of Easement Agreement
dated March 1, 2010 (executed by Earl
2010) from Earl Scheib Realty Corp.
ATTEST:
and
to
r_ r MARIA D. HUIZAR
CLERK OF THE COUNCIL
Att?r=:?;