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22-1201_PASEO ADELANTO HOUSING PARTNERS LP_Assignment and Assumption AgreementASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is made as of December , 2022 by and between the CITY OF SAN JUAN CAPISTRANO, a general law city and California municipal corporation ("City"), and PASEO ADELANTO HOUSING PARTNERS LP, a California limited partnership ("Paseo Adelanto"). RECITALS A. City entered into that certain Wireless Communications Site License Agreement dated August 30, 2017 with Los Angeles SMSA Limited Partnership d/b/a Verizon Wireless ("Licensee"), as modified by that certain First Amendment to Wireless Communications Site License Agreement entered into on about September 6, 2018 (as modified, the "License Agreement") to use a portion of City's property located at 32400 Paseo Adelanto, City of San Juan Capistrano, CA known as Assessor's Parcel No. 668-101-23, as further described in the License Agreement ("Premises"). B. On or about the date hereof, Paseo Adelanto is acquiring the Premises and certain real property adjacent thereto from City. C. In connection with the acquisition of the Premises by Paseo Adelanto, City and Paseo Adelanto desire to enter into this Agreement for (i) City to assign City's rights and obligations as Licensor under the License. Agreement to Paseo Adelanto and to evidence Paseo Adelanto's assumption of such rights and obligations under the License Agreement, (ii) City to agree to continue to undertake the obligations of Licensor, and (iii) Paseo Adelanto to grant to City a license as necessary for City to perform the obligations of Licensor. NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Paseo Adelanto agree as follows: 1. Assignment of License Agreement. Effective as of the date Paseo Adelanto acquires fee title to the Premises (the "Effective Date"), except as provided in Section 3 below, City hereby assigns to Paseo Adelanto all of its right, title and interest in and to the License Agreement. 2. Assumption. As of the Effective Date, Paseo Adelanto hereby acknowledges and agrees to all of the terms of the License Agreement and accepts the foregoing assignment and assumes and agrees, to perform all obligations of Licensor under the License Agreement, in accordance with the terms thereof. 3. License Fees. Notwithstanding City's assignment to Paseo Adelanto of City's right, title and interest in and to the License Agreement pursuant to Section 1 above, Paseo Adelanto agrees that City shall retain the right to receive any and all "License Fees" (as defined in the License Agreement) paid pursuant to Section 3.1 of the License Agreement and agrees to remit to City, within three (3) business days of receipt, any and all such License Fees paid to Paseo Adelanto. 61147.20018\40786026.3 4. City's Continued Performance Under License Agreement: Paseo Adelanto Grant of License. Notwithstanding City's assignment to Paseo Adelanto of City's right, title and interest in and to the License Agreement pursuant to Section I above, as consideration for City's retention of the right to receive the License Fees pursuant to Section 3 above, City agrees to continue to timely perform all of the obligations of Licensor under the License Agreement, in accordance with the terms thereof. In furtherance thereof, commencing as of the Effective Date and continuing until the expiration or earlier termination of the License Agreement, Paseo Adelanto hereby grants to City a nonexclusive license over the Premises solely for the purposes of and to the extent necessary to enable City to timely perform the obligations of Licensor under the License Agreement, in accordance with the terms thereof. In undertaking said performance, City shall have no right to permit any expansion of or any changes with respect to the Licensee's use of the Premises or grant any extensions to the term of the License Agreement. 5. Indemnification. a. City agrees to indemnify Paseo Adelanto for any liability imposed on Paseo Adelanto pursuant to Section 13.5 of the License Agreement that arises as a result of any act, omission or negligence of City, except to the extent such liability arises from or relates to any act, omission or negligence of Paseo Adelanto. b. Paseo Adelanto agrees to indemnify City for any liability imposed on City pursuant to Section 13.5 of the License agreement that arises as a result of any act, omission or negligence of Paseo Adelanto, except to the extent such liability arises from or relates to any act, omission or negligence of City. 6. Notice. The notice address of Paseo Adelanto for purposes of the License Agreement shall be Paseo Adelanto Housing Partners LP c/o Jamboree Housing Corporation, 17701 Cowan Avenue, Suite 200, Irvine, CA 92614, attn.: Asset Management. City agrees to provide to Paseo Adelanto a concurrent copy of any notice provided by City to the Licensee pursuant to the License Agreement. 7. Further Assurances. City and Paseo Adelanto hereby covenant that each will, at any time and from time to time upon request by the other or of the Licensee, execute and deliver such further documents and do such further acts as such party may reasonably request in order to fully effect the purposes of this Agreement. 8. Successors. The provisions of this Agreement shall be binding upon, and shall inure to the benefit of, each of the parties hereto and to their respective successors, transferees and assigns. 9. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same agreement. 10. Facsimile/PDF Signatures. This Agreement may be executed and delivered by facsimile or via e-mail of PDF signature counterparts, which shall be binding on the parties hereto. 61147.20018140786026.3 11. Entire Agreement. This Agreement is the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements between the parties hereto with respect thereto. 12. Amendments. This Agreement may not be altered, amended, changed, terminated or modified in any respect or particular, unless the same shall be in writing and signed by both of the parties hereto. 13. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule whether of the State of California or any other jurisdiction. IN WITNESS WHEREOF, City and Paseo Adelanto have executed this Agreement as of the day and year fust above written. ASSIGNOR: CITY OF SAN JUAN CAPISTRANO, a general law city and California municipal corporation By: N e: Title: Gf�V� PASEO ADELANTO HOUSING PARTNERS LP, a California limited partnership By: JHC-Paseo Adelanto LLC, a California limited liability company, its Managing General Partner By: Jamboree Housing Corporation, a California nonprofit public benefit corporation, its Manager By: Name: Michael Massie Title: Chief Development Officer :m�r�z1mr:i�urtsmrr.�: