exv10w2






Exhibit 10.2



Record and Return to:




Hunton & Williams LLP

1900 K Street, NW

Washington, DC 20006

Attn. John M. Ratino




ASSIGNMENT AND ASSUMPTION OF GSA LEASE




     This Assignment and Assumption of GSA Lease (this “Agreement”) is made and entered
into as of September 9, 2010 (the “Effective Date”) by and among THE UNITED STATES OF
AMERICA, ACTING BY AND THROUGH THE ADMINISTRATOR OF GENERAL SERVICES AND AUTHORIZED REPRESENTATIVES
(“Landlord”), TARIFF BUILDING ASSOCIATES, L.P., a California limited partnership
(“Assignor”), and JAYHAWK OWNER LLC, a Delaware limited liability company
(“Assignee”).



RECITALS




     A. Assignor is the lessee, and Landlord the lessor, under that certain Lease dated as of
December 1, 1999, as amended by that certain First Amendment to Lease Agreement dated as of January
29, 2001, that certain Second Amendment to Lease Agreement dated as of June 21, 2002, and that
certain Third Amendment to Lease, dated as of December 20, 2002, as supplemented by the Steam
Service Agreement dated as of January 29, 2001 (collectively, the “Lease”), relating to
that certain real property described in Exhibit A attached hereto. A Memorandum of Lease with
respect to the Lease was filed with the Recorder of Deeds of the District of Columbia on February
12, 2001, as Instrument Number 201012733 thereof. Capitalized terms used herein and not defined
shall have the meanings assigned to them in the Lease.



     B. Pursuant to that certain Purchase and Sale Agreement dated as of May 14, 2010 by and
between Assignor and Assignee (as amended, the “Purchase Agreement”), Assignor has agreed,
to sell, and Purchaser has agreed to purchase, that certain hotel located at 700 F Street NW,
Washington, DC, and commonly known as the Hotel Monaco Washington DC.



     C. In connection with the Purchase Agreement, Assignor desires to assign, and Assignee desires
to assume, all of the rights and obligations of Assignor as Tenant under the Lease.



AGREEMENT




          NOW THEREFORE, in consideration of the agreements and conditions contained herein and
other valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Assignor, Assignee and Landlord agree as follows, with effect as of the Effective Date:







 









 






1. Assignment and Assumption of Lease.





	 	1.1	 	Effective as of the Effective Date, Assignor does hereby sell,
assign, transfer, grant, convey and set over unto Assignee all of its right,
title, and interest in, to and under the Lease.
	 
	 	1.2	 	Assignee does hereby accept the foregoing sale, assignment,
transfer, grant and conveyance of the Lease and hereby assumes and agrees to
observe and perform all of the obligations, terms, covenants and conditions of
the Tenant under the Lease accruing from and after the Effective Date. The Lease
shall continue in full force and effect from and after the Effective Date.
	 
	 	1.3	 	From and after the date hereof, the defined term “Tenant” in the
Lease shall refer to Assignee.
	 
	 	1.4	 	Each of Assignor and Assignee hereby warrant that it has full power
and legal right and authority to execute this Agreement.




2. Landlord’s Consent and Release.





	 	2.1	 	Landlord acknowledges and consents to the foregoing assignment to
and assumption by Assignee of the Lease.
	 
	 	2.2	 	Landlord hereby releases Assignor from all obligations and
liabilities of “Tenant” under and relating to the Lease that accrue from and
after the Effective Date.




3. Miscellaneous.





	 	3.1	 	As between Assignor and Assignee, this Agreement does not enlarge,
restrict or otherwise modify the terms of the Purchase Agreement or constitute a
waiver or release by Assignor or Assignee of any liabilities, duties or
obligations imposed upon them (or any of their respective affiliates) by the
terms of the Purchase Agreement, including without limitation the
representations, warranties, covenants, agreements, indemnifications and other
provisions of the Purchase Agreement. As between Assignor and Assignee, in the
event of any conflict or inconsistency between the terms of the Purchase
Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.
	 
	 	3.2	 	This Agreement may be executed in two or more counterparts, each of
which so executed and delivered shall be deemed an original, but all of which
taken together shall constitute but one and the same instrument.





[Remainder of Page Intentionally Left Blank]




2









 








     IN WITNESS WHEREOF the parties have duly executed this Agreement the day and year first above
written.



	 	 	 	 	 
	 	“ASSIGNOR”



TARIFF BUILDING ASSOCIATES, L.P.,

a California limited partnership

 	 



	 	 	 	 	 
	 	 By:  	Square 430, LLC,
 	 
	 	 	a Delaware limited liability company 	 
	 	 Its:  	           General Partner 	 
	 



	 	 	 	 	 
	 	By:  	                Kimpton Group Holding LLC,
 	 
	 	 	a Delaware limited liability company 	 
	 	Its:  	Sole Member 	 



	 	 	 	 	 
	 	By:  	/s/ Judith C. Miles	 
	 	 	Name:  	 Judith C. Miles	 
	 	 	Title:  	 EVP and Secretary	 



	 	 	 	 	 
	 	“ASSIGNEE”



JAYHAWK OWNER LLC,

a Delaware limited liability company

 	 



	 	 	 	 	 
	 	By:  	/s/ Thomas C. Fisher	 
	 	 	Name:  	 Thomas C. Fisher	 
	 	 	Title:  	 Vice President	 



	 	 	 	 	 
	 	“LANDLORD”



UNITED STATES OF AMERICA, acting by and through the Administrator of General Services and authorized representatives

 	 



	 	 	 	 	 
	 	By:  	/s/ Daryl N. Jackson	 
	 	 	Name:  	 Daryl N. Jackson	 
	 	 	Title:  	 Contracting Officer	 
	 



Signature Page to Assignment and Assumption of GSA Lease







 









 








EXHIBIT A

LEGAL DESCRIPTION



All of those lots or parcels of land lying situate and being in the District of Columbia and being
more particularly described as follows:



Lots 1 through 14 in Square 430 as shown on the Original Plats and Plans of the City of Washington,
recorded among the Records of the Office of the District of Columbia.



Note: the above described land is known for taxation and assessment purposes as Lot 800 in Square
430.