HomeMy WebLinkAboutPC Group Retail, LLC, an affiliate of DJM Capital - previously DJM Acquisition Group LLC - Olson Real Estate Group, Inc. - 2013-06-03 J J , CITE OF HUNTINGTON BEACH
CITY MANGERS OFFICE
INTER-DEPARTMENT COMMUNICATION
HUNTINGTON BEACH
To: Honorable Mayor and City Council Members
From: Bob Hall, Assistant City Manager
Date: June 3, 2013
Subject: Supplemental Communication for Item #6 —Approve and authorize
execution of Assignment and Assumption Agreement between
DJM Acquisition Group, LLC, Olson Real Estate Group, Inc. and
the City for Pacific City Hotel Project.
The attachment to Item #6 Assignment and Assumption Agreement has been
amended and a revised copy is attached. There are two revisions to the
Agreement. The first is the change of Assignment from DJM Acquisition Group
LLC to PC Group Retail LLC, an affiliate of DJM Capital. The second change is
located on page 3, number 3 and allows for Olson Real Estate Group to establish
an affiliate for the Pacific City Hotel project, if Olson Real Estate Group remains
the managing/controlling partner.
Signatures are included from PC Group Realty and Olson Real Estate Group.
Please contact me if you have any questions.
Attachment
SUPPLEMENTAL
COMMUNICATION
Meeft Date: - /0
Apnda Item No. _R �
This Document was electronically recorded by
City of Huntington Beach
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk-Recorder
OFFICIAL BUSINESS III I I II II IIII I I111111111111111111111111111111111111111 IIIIIINO FEE
Document entitled to free 2013000353147 12:15pm 06/11/13
recording per Government Code 66 401 A30 A38 8
Sections 6103 and 27383 0.00 0.00 0.00 0.00 21.00 0.00 0.00 0.00
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Attn: Assistant City Manager
Space Above this Line Reserved for Recorder's Use
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT(this"Assignment") is made
as of �t_AA)C 0,3 , 2013 by and among PC Group Retail, LLC, a California
limited liability company ("Assignor"), Olson Real Estate Group, Inc., a California corporation
("Assignee"),and the City of Huntington Beach("City").
RECITALS
A. The City entered into a Development Agreement dated as of August 20, 2012
with 21002 HB, LLC, a Delaware limited liability company ("21002"), which was recorded
September 18, 2012, as Instrument No. 2012000545746 in the Official Records of the County
Recorder for Orange County, California (the "Development Agreement"). The Development
Agreement is incorporated herein by this reference as though fully set forth herein. The
Development Agreement as used herein shall mean, refer to and include the Development
Agreement, as well as any riders, exhibits, addenda, implementation agreements, amendments
and attachments thereto (which are hereby incorporated herein by this reference) as well as other
documents expressly incorporated by reference in the Development Agreement. Capitalized
terms not defined herein shall have the meanings ascribed to them in the Development
Agreement.
B. The Development Agreement grants certain rights, duties and obligations (the
"Rights","Duties" and"Obligations")with respect to the development and improvement of the
property("Property') described as Lots 1, 2 and 3 of Tract No. 16338 as shown on a map filed
in Book 893, Pages 7-12, inclusive, of Miscellaneous Maps, records of Orange County,
California (the"Tract.Map")-
C. Paragraphs 17(e) and 17(f) of the Development Agreement describe the
assignment of Rights,Duties and Obligations under the Development Agreement.
13-3776/97311.doc 1 This doc+xnent Is eotely for the offish
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D. Assignor purchased Lots 2 and 3 of the Tract Map from 21002 on November 27,
2013 by means of a Grant Deed recorded November 27, 2012, as Instrument
No. 2012000729574 of the Official Records of the County Recorder for Orange County,
California. Pursuant to a General Assignment executed by 21002, 21002 assigned to Assignor
all right, title and interest of 21002 in and to the Development Agreement and all Rights, Duties
and Obligations under the Development Agreement as they pertain and relate to Lots 2 and 3 of
the Tract Map (specifically excluding obligations relating to the Affordable Housing
Agreement). By its acquisition of Lots 2 and 3 of the Tract Map Assignor assumed all Rights,
Duties and Obligations under the Development Agreement as they pertain and relate to Lots 2
and 3 of the Tract Map (specifically excluding obligations relating to the Affordable Housing
Agreement).
E. Assignor desires to assign to Assignee, and Assignee desires to accept and
assume, all of Assignor's Rights, Duties and Obligations under the Development Agreement as
they pertain and relate to Lot 3 of the Tract Map.
F. Pursuant to Paragraph 17(e) of the Development Agreement, the City must
approve the assignment and transfer of Assignor's Rights,Duties and Obligations to Assignee.
G. Pursuant to Paragraph 17(f) of the Development Agreement, upon such approval
by the City and the assumption of Duties and Obligations by Assignee as set forth in this
Assignment, effective as of the date of recordation of this Assignment Assignor will be released
from all Duties and Obligations under the Development Agreement with respect to Lot 3 of the
Tract Map.
H. Assignor is not currently in default under the Development Agreement.
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged,Assignor and Assignee hereby agree as follows:
1. Assignment. Effective as of the date of recordation of this Assignment, Assignor
hereby assigns all of the Rights, Duties and Obligations under the Development Agreement
relating or pertaining to Lot 3 of the Tract Map (specifically excluding obligations relating to the
Affordable Housing Agreement)to Assignee.
2. Acceptance and Assumption. Assignee hereby accepts the foregoing assignment
of the Rights, Duties and Obligations from Assignor and assumes all of the Duties and .
Obligations under the Development Agreement pertaining or relating to Lot 3 of the Tract Map
(specifically excluding obligations relating to the Affordable Housing Agreement) arising from
and after the date of recordation of this Assignment. Assignor and Assignee acknowledge that
such assignment and acceptance shall relieve Assignor of its duty to comply with the Duties and
Obligations under the Development Agreement with respect to Lot 3 of the Tract Map. Assignee
expressly and unconditionally assumes all the Duties and Obligations of Assignor under the
Development Agreement and the Project approvals with respect to Lot 3 of the Tract Map and
13-3776/97311.doc 2
Assignee agrees to be bound thereby in accordance with the terms thereof and to perform all of
the Duties and Obligations in accordance with the Development Agreement and such Project
approvals with respect to Lot 3 of the Tract Map.
3. Consent to Assignment and Assumption. In reliance upon the assumption by
Assignee of all Duties and Obligations under the Development Agreement with respect to Lot 3
of the Tract Map pursuant to the foregoing, the City does hereby consent to and approve of the
assignment of the Rights, Duties and Obligations under the Development Agreement pertaining
or relating to Lot 3 of the Tract Map by Assignor to Assignee. Approval thereof by the City
shall not be construed to relieve or release 21002 or Assignor from its respective duty to comply
with any of its Duties and Obligations under the Development Agreement as to the other portions
of the Property and Project approvals nor to relieve or release 21002 from its duty to comply
with any of its Duties and Obligations under the Development Agreement pertaining or relating
to Lot 3 of the Tract Map.
Assignee has advised the City that Assignee intends to convey its interest in the purchase
agreement pursuant to which it will acquire Lot 3 of the Tract Map (and, therefore, assign the
Development Agreement) to a project specific single purpose form of entity for financing
purposes. The City approves any hereinafter defined "Affiliate" of Assignee that is designated
by Assignee as a project specific single purpose entity acquiring Lot 3 of the Tract Map;
provided, however, that it is understood and agreed by Assignee that such approval is an
approval as to the proposed assignee entity only and any assignment to such project specific
single purpose entity must still satisfy the other provisions of Paragraphs 17(e) and 17(f) of the
Development Agreement (except for the payment of any review or transfer fee). By way of
illustration only and without limiting or modifying any provision or term in the Development
Agreement, in the event of an assignment to an "Affiliate" of Assignee that is designated by
Assignee as a project specific single purpose entity acquiring Lot 3 of the Tract Map, Assignee
would still be required to provide to City the notice of the conveyance specified in Paragraph
17(e)of the Development Agreement and Assignee and such Affiliate would still be required to
execute and deliver to City a written agreement duly executed in recordable form in form and
content reasonably acceptable to the City Attorney in which the requirements of clauses (i) and
(ii) of Paragraph 17(f) of the Development Agreement are satisfied. "Affiliate" as used in this
Section 3 shall mean an entity which is directly or indirectly controlled by Assignee or Robert D.
Olson. The term "controlled" as used in the immediately preceding sentence, shall mean the
power to direct the management, including by reason of Assignee or Robert D. Olson being a
manager, managing member or general partner of such project specific single purpose form of
entity, or Assignee or Robert D. Olson controlling a manager, managing member or general
partner of such project specific single purpose form of entity. It shall be a presumption that
control with respect to a corporation or limited liability company is the right to exercise, directly
or indirectly, fifty-one percent (51%) or more of the voting rights attributable to the controlled
corporation or limited liability company, and, with respect to any partnership, trust, or other
entity or association, control is the possession, indirectly or directly, of the power to direct or
cause the direction of the management or policies of the controlled entity.
4. Assignee Address. The principal address of Assignee for purposes of the
Development Agreement is as follows:
13-3776/97311.doc 3
Olson Real Estate Group, Inc.
dba R.D. Olson Development
2955 Main Street, Third Floor
Irvine, CA 92614
5. Miscellaneous.
(a) This Assignment shall be determined in accordance with and governed by
the laws of the State of California_
(b) This Assignment may be executed in counterparts, each of which shall be
deemed an original and which, when taken together, shall constitute a complete instrument.
(c) Each party agrees to perform any further acts, and to execute and deliver
any further documents that may be reasonably necessary or required to carry out the intent and
provisions of this Assignment and the transactions contemplated hereby.
(d) This Assignment shall bind and inure to the benefit of the respective heirs,
personal representatives, grantees, successors and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be signed
by their duly authorized officers as of the day and year first written above.
ASSIGNOR: ASSIGNEE:
�G G 01-SoAJ fzE.�4L ��T E 6'^>UP, s17-0,
By: By:
Lindsa A . Parto
ice- es en
By: < By:
Name: 3Ves-Pres, ident
ay A Parton ame: S �)V _ »M7CDT
Title: Title: }� ple"J
[City signature continued on following page]
13-3776197311.doc 4
THE CITY OF HUNTINGTON BEACH
Date: dune 10, 2013 By:
Mayor Pro Tem
ATTEST:
Cit Jerk
REVIEWED AND
APPROVED AS TO FORM:
City Attorney
By
City Attorney
Jennifer McGrath
13-3776/9731Ldoc 5
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
MEN T'
State of California
County of Orange
On May 31,2013 before me, Kristy Mutch,A Notary Public ,
Date Here Insert Name and Title of the Officer
personally appeared Robert D. Olson - and - Dustin Schmidt
Name(s)of Signer(s)
who proved to me on the basis of satisfactory evidence to
be the person(s) whose name(sare subscribed to the
within instrument and acknowledged to me that
Whey executed the same in MINkefftheir authorized
capacity(ies), and that by Ihiltheir signature(s) on the
instrument the person(s), or the entity upon behalf of
KRISTY MUTCH which the person(s) acted, executed the instrument.
T \' Commission # 1928075
Q - - Notary Public - California Z I certify under PENALTY OF PERJURY under the laws
z "' .a Orange County D of the State of California that the foregoing paragraph is
My Comm. Expires Apr 6, 2015 true and correct.
WITNESS my had and official seal,
Signature
ALYQ
FUce Notary Seal Above q re of otary PubW
OPTIONAL
Though the information below is not required by taw,it may prove vatuabid to persons retying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document: Assignment and Assumption Agreement
Document Date: Number of Pages: 5
Signer(s)Other Than Named Above: N/A
Capacity(ies) Claimed by Signer(s)
Signer's Name: Robert D.Olson Signer's Name: Dustin Schmidt
❑ Individual ❑ Individual
Xff Corporate Officer—Title(s): President Xis Corporate Officer—Title(s): V.P.Real Estate
❑ Partner—❑Limited ❑General _ _ ❑Partner—❑Limited ❑General
KWANIM
❑ Attorney in Fact e ❑Attorney in Fact .
❑ Trustee Top of thumb here p Trustee Top of thumb here
❑ Guardian or Conservator ❑Guardian or Conservator
❑ Other: ❑Other:
Signer Is Representing: Signer Is Representing:
Olson Real Estate Group Olson Real Estate Group
02007 National Notary Association•9360 De Soto Ave.,P.O.Box 2402•Chemworth,CA 91313-2402•www.NabonalNotaryorg Item#5907 Reorder.Call Toll-Free 1-800 876-6827
STATE OF CALIFORNIA )
COUNTY OF SANTA BARBARA )
On 31 l3 2013, before me, Barbara S. Taylor, Notary Public,
personally app ared proved to me on the basis of satisfactory
evidence to be the person( whose ame(j)is/ape subscribed to the within instrument and acknowl-
edged to me that he/sbefhey executed the same in his/herftlteir authorized capacity(ig4,and that by
his/her signature on the instrument the person(,-�, or the entity upon behalf of which the
personv) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
BARBARA S.TAYLOR
Commission# 1937848�
�m Notary Public-California Au6o,, 5 . JP94-�-
Siata Barbara County
My Commm.Ex ires Jun 19.2015 Notary Public
(Seal)
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§1189
a
State of California
County of p—eg"C
On /3 before me, �• Z-•� �.S !� 6
Date F
_ ,, Here Insert Name and Title f the Officer
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personally appeared s / c.) A�/Wh ,,A-Aj a a. A Q 4-- F YAA.)
Name(s)of Signer(s)
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who proved to me on the basis of satisfactory
evidence to be the persorewhose name&is/40
subscribed to the within instrument and acknowledged
to me that /the executed the same in
heir authorized capaci ies , and that by
trisfhe ej� signature4 on the instrument the
persoros or the entity upon behalf of which the
persortoacted, executed the instrument.
— Pam`ESPARZA
I certify under PENALTY OF PERJURY under the
Commission# 1857021 laws of the State of California that the foregoing
Z;'�"_ Notary Public-California = paragraph is true and correct.
Orange County
My Comm.Expires Aug4,2013+ WITNESS my hand and official seal.
Signature: /—
Place Notary Seal Above Signa re of tary Public
OPTIONAL
Though the information below is not required by law, it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Docume t /j�
Title or Type of Document: -�S/fA1 7- Ad)h I`KLJU.07A77Dn1 XQ:�T
Document Date: �w 0'3 ,.ua Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:
❑ Corporate Officer — Title(s): ❑Corporate Officer — Title(s):
❑ Individual ❑ Individual
❑ Partner —❑Limited ❑General ❑ Partner — ❑Limited ❑General
❑ Attorney in Fact ❑Attorney in Fact
❑ Trustee ❑Trustee
❑ Guardian or Conservator ❑Guardian or Conservator
❑ Other: ❑Other:
Signer Is Representing: Signer Is Representing:
0 2012 National Notary Association •NationalNotary.org 0 1-800-US NOTARY(1-800-876-6827) Item#5907
Dept.ID ED 13-15 Page 1 of 2
Meeting Date:6/3/2013
tsvc-vibe-b BY
�Sa cPPcr: i� r COMAu.AJ164slo.J
CITY OF HUNTINGTON BEACH
REQUEST FOR CITY COUNCIL ACTION
MEETING DATE: 6/3/2013
SUBMITTED,TO: Honorable Mayor and City Council Members
SUBMITTED BY: Fred A. Wilson, City Manager
PREPARED BY: Bob Hall, Assistant City Manager
SUBJECT: Approve and authorize execution of Assignment and Assumption Agreement
between DJM Acquisition Group, LLC, Olson Real Estate Group, Inc., and the
City for Pacific City Hotel Parcel
Statement of Issue: The City Council is requested to approve the Assignment and Assumption
Agreement for construction of the hotel parcel from DJM Acquisition Group, LLC to Olson Real
Estate Group, Inc., dba R.D. Olson.
Financial Impact: No fiscal impact with the approval of the Agreement.
Recommended Action:
A) Approve the Assignment and Assumption Agreement between DJM Acquisition Group, LLC and
Olson Real Estate Group, Inc. and the City of Huntington Beach; and
B) Authorize the Mayor and City Clerk to sign Agreement.
Alternative Action(s): Do not approve Agreement and direct staff accordingly.
Analysis:
On September 17, 2012, the City Council approved a Development Agreement ("DA") with 21002
HB, LLC (Crescent Heights) regarding the Pacific City Project. As part of the DA, the City Council
provided for the sale of the retail/hotel parcels to DJM Acquisition Group. In addition Section 17(f)
(2) provided for the ability for the hotel parcel to be sold and developed by a separate entity.
DJM has requested the City to approve the sale of the parcel to R.D. Olson. R.D. Olson has
constructed or is in the processing of grand openings of six (6) new hotels in the last two years
(2012-2013). Based upon review of the firms Statement of Qualifications, R.D. Olson is a high
quality hotel developer with experience in all states of the development process. The company was
formed in 1998 and has experience with all major hotel brands.
The Assignment and Assumption Agreement ensures that the portions of the DA that relate to the
hotel parcel will be carried out by R.D. Olson. This includes the development standards, delay fee
obligations and maintenance obligations. The hotel parcel will be developed at a minimum of a
three star hotel.
R.D. Olson has currently submitted conceptual plans for the Pacific City development.
HB -199- Item 6. - I
Dept. ID ED 13-15 Page 2 of 2
Meeting Date:6/3/2013
Envir6nmental Status: The City Council certified the EIR for the Project on June 7, 2004.
Strategic.Plan Goal:
Enhance economic development
Attachment(s):
Assignment and Assumption Agreement
Item 6. - 2 H B -200-
ATTACHMENT # 1
iiB _oi- Rein 6. - 3
OFFICIAL BUSINESS
Document entitled to free
recording per Government Code
Sections 6103 and 27383
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Attn: Assistant City Manager
Space Above this Line Reserved for Recorder's Use
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT(this"Assignment") is made
as of , 2013 by and among PC Group Retail, LLC, a California
limited liability company ("Assignor"), Olson Real Estate Group, Inc., a California corporation
("Assignee"), and the City of Huntington Beach("City").
RECITALS
A. The City entered into a Development Agreement dated as of August 20, 2012
with 21002 HB, LLC, a Delaware limited liability company ("21002"), which was recorded
September 18, 2012, as Instrument No. 2012000545746 in the Official Records of the County
Recorder for Orange County, California (the "Development Agreement"). The Development
Agreement is incorporated herein by this reference as though fully set forth herein. The
Development Agreement as used herein shall mean, refer to and include the Development
Agreement, as well as any riders, exhibits, addenda, implementation agreements, amendments
and attachments thereto (which are hereby incorporated herein by this reference) as well as other
documents expressly incorporated by reference in the Development Agreement. Capitalized
terms not defined herein shall have the meanings ascribed to them in the Development
Agreement.
B. The Development Agreement grants certain rights, duties and obligations (the
"Rights", "Duties"and "Obligations") with respect to the development and improvement of the
property ("Property") described as Lots 1, 2 and 3 of Tract No. 16338 as shown on a map filed
in Book 893, Pages 7-12, inclusive, of Miscellaneous Maps, records of Orange County,
California (the"Tract Map").
C. Paragraphs 17(e) and 17(f) of the Development Agreement describe the
assignment of Rights, Duties and Obligations under the Development Agreement.
13-3776/97131 1
Item 6. - 4 HB -202-
D. Assignor purchased Lots 2 and 3 of the Tract Map from 21002 on November 27,
2013 by means of a Grant Deed recorded November 27, 2012, as Instrument
No. 2012000729574 of the Official Records of the County Recorder for Orange County,
California. Pursuant to a General Assignment executed by 21002, 21002 assigned to Assignor
all right, title and interest of 21002 in and to the Development Agreement and all Rights, Duties
and Obligations under the Development Agreement as they pertain and relate to Lots 2 and 3 of
the Tract Map (specifically excluding obligations relating to the Affordable Housing
Agreement). By its acquisition of Lots 2 and 3 of the Tract Map Assignor assumed all Rights,
Duties and Obligations under the Development Agreement as they pertain and relate to Lots 2
and 3 of the Tract Map (specifically excluding obligations relating to the Affordable Housing
Agreement).
E. Assignor desires to assign to Assignee, and Assignee desires to accept and
assume, all of Assignor's Rights, Duties and Obligations under the Development Agreement as
they pertain and relate to Lot 3 of the Tract Map.
F. Pursuant to Paragraph 17(e) of the Development Agreement, the City must
approve the assignment and transfer of Assignor's Rights, Duties and Obligations to Assignee.
G. Pursuant to Paragraph 17(f) of the Development Agreement, upon such approval
by the City and the assumption of Duties and Obligations by Assignee as set forth in this
Assignment, effective as of the date of recordation of this Assignment Assignor will be released
from all Duties and Obligations under the Development Agreement with respect to Lot 3 of the
Tract Map.
H. Assignor is not currently in default under the Development Agreement.
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Assignor and Assignee hereby agree as follows:
1. Ass4 m ent. Effective as of the date of recordation of this Assignment, Assignor
hereby assigns all of the Rights, Duties and Obligations under the Development Agreement
relating or pertaining to Lot 3 of the Tract Map (specifically excluding obligations relating to the
Affordable Housing Agreement)to Assignee.
2. Acceptance and Assumption. Assignee hereby accepts the foregoing assignment
of the Rights, Duties and Obligations from Assignor and assumes all of the Duties and
Obligations under the Development Agreement pertaining or relating to Lot 3 of the Tract Map
(specifically excluding obligations relating to the Affordable Housing Agreement) arising from
and after the date of recordation of this Assignment. Assignor and Assignee acknowledge that
such assignment and acceptance shall relieve Assignor of its duty to comply with the Duties and
Obligations under the Development Agreement with respect to Lot 3 of the Tract Map. Assignee
expressly and unconditionally assumes all the Duties and Obligations of Assignor under the
Development Agreement and the Project approvals with respect to Lot 3 of the Tract Map and
13-3776/97131 2
HB -203- Item 6. - 5
Assignee agrees to be bound thereby in accordance with the terms thereof and to perform all of
the Duties and Obligations in accordance with the Development Agreement and such Project
approvals with respect to Lot 3 of the Tract Map.
3. Consent to Assignment and Assumption. In reliance upon the assumption by
Assignee of all Duties and Obligations under the Development Agreement with respect to Lot 3
of the Tract Map pursuant to the foregoing, the City does hereby consent to and approve of the
assignment of the Rights, Duties and Obligations under the Development Agreement pertaining
or relating to Lot 3 of the Tract Map by Assignor to Assignee. Approval thereof by the City
shall not be construed to relieve or release 21002 or Assignor from its respective duty to comply
with any of its Duties and Obligations under the Development Agreement as to the other portions
of the Property and Project approvals nor to relieve or release 21002 from its duty to comply
with any of its Duties and Obligations under the Development Agreement pertaining or relating
to Lot 3 of the Tract Map.
Assignee has advised the City that Assignee intends to convey its interest in the purchase
agreement pursuant to which it will acquire Lot 3 of the Tract Map (and, therefore, assign the
Development Agreement) to a project specific single purpose entity form of entity for financing
purposes. The City approves any hereinafter defined "Affiliate" of Assignee that is designated
by Assignee as a project specific single purpose entity acquiring Lot 3 of the Tract Map;
provided, however, that it is understood and agreed by Assignee that such approval is an
approval as to the proposed assignee entity only and any assignment to such project specific
single purpose entity must still satisfy the other provisions of Paragraphs 17(e) and 17(f) of the
Development Agreement (except for the payment of any review or transfer fee). By way of
illustration only and without limiting or modifying any provision or term in the Development
Agreement, in the event of an assignment to an "Affiliate" of Assignee that is designated by
Assignee as a project specific single purpose entity acquiring Lot 3 of the Tract Map, Assignee
would still be required to provide to City the notice of the conveyance specified in Paragraph
17(e)of the Development Agreement and Assignee and such Affiliate would still be required to
execute and deliver to City a written agreement duly executed in recordable form in form and
content reasonably acceptable to the City Attorney in which the requirements of clauses (i) and
(ii) of Paragraph 17(f) of the Development Agreement are satisfied. "Affiliate" as used in this
Section 3 shall mean an entity which is directly or indirectly controlled by Assignee or Robert D.
Olson. The term "controlled" as used in the immediately preceding sentence, shall mean the
power to direct the management. It shall be a presumption that control with respect to a
corporation or limited liability company is the right to exercise, directly or indirectly, fifty-one
percent (51%) or more of the voting rights attributable to the controlled corporation or limited
liability company, and, with respect to any partnership, trust, or other entity or association,
control is the possession, indirectly or directly, of the power to direct or cause the direction of the
management or policies of the controlled entity.
4. Assignee Address. The principal address of Assignee for purposes of the
Development Agreement is as follows:
13-3776/97131 3
Item 6. - 6 HB -204-
Olson Real Estate Group, Inc.
dba R.D. Olson Development
2955 Main Street,Third Floor
Irvine,CA 92614
5. Miscellaneous.
(a) This Assignment shall be determined in accordance with and governed by
the laws of the State of California.
(b) This Assignment may be executed in counterparts, each of which shall be
deemed an original and which, when taken together, shall constitute a complete instrument.
(c) Each party agrees to perform any further acts, and to execute and deliver
any further documents that may be reasonably necessary or required to carry out the intent and
provisions of this Assignment and the transactions contemplated hereby.
(d) This Assignment shall bind and inure to the benefit of the respective heirs,
personal representatives, grantees, successors and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be signed
by their duly authorized officers as of the day and year first written above.
ASSIGNOR: ASSIGNEE:
PG k
B By:
By: ds "arh By.
Name: Name:
Title:v j Ce., PrestdtAl-
Title:
[City signature continued on following page]
13-3776/97131 4
HB -205- Item 6. - 7
THE CITY OF HUNTINGTON BEACH
Date: By:
City Manager
ATTEST:
City Clerk
REVIEWED AND
APPROVED AS TO FORM:
City Attorney
B i t T
City Attorney
Jennifer McGrath
13-3776/97131 5
Item 6. - 8 HB -206-