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<br /> � , Exhibit C
<br /> ASSIGNMENT AND ASSUMPTION OF LEASE
<br /> THIS ASSIGNMENT AND ASSUMPTION OF LEASE (the "AssignmenY') dated as of
<br /> June 24, 2009, is between LONESTAR CALIFORNIA, INC. ("Assignor"), and THE CITY OF
<br /> REDWOOD CITY, a c�arter city and municipal corporation of the State of California
<br /> ("Assignee").
<br /> A. Assignor is the Landlord ("Landlord") under that certain lease dated as of October 1,
<br /> 1999 (the "Original Lease") executed by RMC PACIFIC MATERIALS, INC., a Delawaze
<br /> corporation, as the "Landlord," and BAIR ISLAND AQUATIC CENTER, a California non-
<br /> profit corporation ("TenanP'), with respect to certain real property and improvements thereon
<br /> known as 1450 Maple Street, Redwood City, California, as more particularly described on
<br /> Exhibit A attached hereto (the "Premises"). The Original Lease has been modified by a
<br /> dceument entitled "Modification No. 1," dated on or about February 10, 2005, between RMC
<br /> PACIFIC MATERIALS, INC. and Tenant (collectively, the "Lease"). Assignor is the successor
<br /> to RMC PACIFIC MATERIALS, INC., a Delawaze corporation, and holds the Landlord's
<br /> interest underthe Lease.
<br /> B. Assignor and Assignee entered into an Agreement of Sale and Purchase dated for
<br /> reference purposes as of April 16, 2009, as amended by a First Amendment to Agreement of Sale
<br /> and Purchase dated June 3, 2009, and a Second Agreement Amendment to Agreement of Sale
<br /> and Purchase dated June 17 , 2009 (collectively, the "Purchase AgreemenY'), pursuant to which
<br /> Assignee agreed to purchase the Premises and certain other real property described therein
<br /> (collectively, the "Property") from Assignor, and Assignor agreed to sell the Property to
<br /> Assignee, on the terms and conditions contained therein.
<br /> C. Assignor desires to assign its interest as Landlord in the Lease to Assignee, and Assignee
<br /> desires to accept ihe assignment thereof, on the terms and conditions below.
<br /> ACCORDINGLY, the parties hereby agree as follows:
<br /> 1. Assignor hereby assigns to Assignee all of its right, title, and interest in and to the Lease,
<br /> and Assignee hereby accepts such assignment and assumes (i) all of the Landlord's obligations
<br /> under the Lease to the extent fust arising from and after the date hereof including the obligations
<br /> and duties of Assignor relating to the return of any Tenant deposits, if any, and (ii) all of the
<br /> Landlord's obligations under the Lease to the extent accruing after the date hereof.
<br /> 2. In the event of any dispute between Assignor and Assignee arising out of the obligations
<br /> of the parties under this Assignment or concerning the meaning or interpretation of any provision
<br /> contained herein, the losing party shall pay the sole prevailing party's costs and expenses of such
<br /> dispute, including, without limitation, reasonable attomeys' fees and costs.
<br /> 3. Any rental and other payments under the Lease shall be prorated between the parties as
<br /> provided in the Purchase Agreement.
<br /> 4. This Assignment shall be binding upon and inure to the benefit of the parties hereto and
<br /> Redwood Ciry 6.29.09
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