08-1104_SUPERIOR AUTO OF SJC DBA TOYOTA/SCION OF SJC_Asgmt & Assump of License Agr0 0
ASSIGNMENT AND ASSUMPTION
OF
LICENSE AGREEMENT FOR TEMPORARY VEHICLE STORAGE
This Assignment and Assumption of License Agreement for Temporary Vehicle
Storage ("Assumption Agreement") is entered into as of November 4, 2008 by and
among SUPERIOR AUTO OF SJC, LLC d.b.a. Toyota/Scion of San Juan Capistrano
("Assignor"), and HOGAN SKR, a California Corporation ("Assignee"), with reference to
the following:
Whereas, on September 4, 2007 the Assignor entered into the License
Agreement for Temporary Vehicle Storage, as amended on March 4, 2008 (License
Agreement) with the San Juan Capistrano Community Redevelopment Agency
(Agency) for Assignor's use of certain unimproved real property located between the
Orange County Transportation Authority railroad tracks and the Orange County flood
control channel and north of Stonehill Drive in the City of San Juan Capistrano, County
of Orange, State of California, commonly referred to as APN 121-240-73; 121-253-13,
and 121-253-15;
Whereas, Section 13 of said License Agreement provides that Assignor may not
assign any of its rights under the License Agreement except with the written consent of
the Agency;
Whereas, Assignor has requested the Agency's consent to assign the License
Agreement to Assignee pursuant to this Assumption Agreement.
NOW, THEREFORE, in consideration of the above -referenced facts and the
covenants of the parties contained below in this Assumption Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which the parties hereby
agree as follows:
1. Assignment and Assumption. Assignor hereby assigns and transfers to
Assignee, as of the Closing Date, as defined in that certain Asset Purchase Agreement
between Assignor and Assignee dated October 13, 2008 (Effective Date), all of
Assignor's right, title and interest in, to and under the License Agreement, and Assignee
hereby accepts from Assignor all of such right, title and interest, upon the terms and
conditions set forth in this Assumption Agreement. In the event there is no Closing, as
defined in the Asset Purchase Agreement between Assignor and Assignee, this
Agreement shall be null and void.
2. Assumption of Obligations. Assignee hereby expressly and
unconditionally assumes and agrees to perform and fulfill, from and after the Effective
Date, all the duties, terms, covenants, conditions and obligations required to be fulfilled
and performed by Assignor after the Effective Date under the License Agreement.
Assignment and Assumption of License Agreement
Page 1 of 4
•
3. Indemnity by Assignee. Assignee hereby agrees to indemnify and hold
harmless Assignor, Assignor's agents and their respective successors and assigns from
and against any and all claims, losses, liabilities and expenses, including reasonable
attorney fees, suffered or incurred by Assignor by reason of any breach by Assignee
from and after the Effective Date of any of Assignee's duties, terms, covenants,
conditions and obligations under the License Agreement.
4. Indemnity by Assignor. Assignor hereby agrees to indemnify and hold
harmless Assignee, Assignee's agents and their respective successors and assigns
from and against any and all claims, losses, liabilities and expenses, including
reasonable attorney fees, suffered or incurred by Assignee by reason of any breach by
Assignor prior to the Effective Date of any of Assignor's duties, terms, covenants,
conditions and obligations under the License Agreement.
5. Representations and Warranties. Assignor represents and warrants to
Assignee that (a) Assignor is not in default of the License Agreement; (b) the execution
of this Assignment by Assignor and the Assignment itself have been authorized and no
further authorization is necessary on the part of Assignor; (c) the License Agreement
has not been amended. modified or rescinded and remains in full force and effect.
6. Attorney Fees. In the event of the bringing of any action or suit by a party
hereto against another party hereunder by reason of any breach of any of the
covenants, conditions, agreements or provisions on the part of the other party arising
out of this Assumption Agreement, then in that event the party who is determined to be
the prevailing party shall be entitled to have and recover of and from the other party all
costs and expenses of the action or suit, including reasonable attorney fees.
7. Successors and Assigns: Entire Agreement. This Assumption Agreement
shall be binding upon and inure to the benefit of the successors, assignees, personal
representatives, heirs and legatees of all the respective parties hereto. This
Assumption Agreement constitutes the entire understanding among the parties with
respect to the subject matter hereof.
8. Governing Law. This Assumption Agreement shall be governed by,
interpreted under, and construed and enforceable in accordance with the laws of the
State of California.
9. Counterparts. This Assumption Agreement may be executed in multiple
counterparts (each of which is to be deemed an original for all purposes).
Assignment and Assumption of License Agreement
Page 2 of 4
0
IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered
this Assumption Agreement as of the day and year first above written.
"ASSIGNOR" "ASSIGNEE"
Superior Auto of SJC LLC Hogan SKR
dba Toyota/ i of �r Juan Capistrano A California Corporation
By:
Mike Kahn, President o er ogan, President
[Agency Consent Follows]
Assignment and Assumption of License Agreement
Page 3 of 4
9 0
AGENCY CONSENT TO ASSIGNMENT AND ASSUMPTION
OF LICENSE AGREEMENT FOR TEMPORARY VEHICLE STORAGE
The San Juan Capistrano Community Redevelopment Agency hereby acknowledges
that, pursuant to Section 13 of the License Agreement dated September 4, 2007 as
amended on March 4, 2008, and maintained as a public record in the office of the
Secretary of the Agency and City Clerk of the City of San Juan Capistrano, California,
Superior Auto of SJC, LLC ("Assignor") may assign its right, title and interest in and to,
and all obligations under said License Agreement, subject to the Agency's consent. By
its signature below, the Agency hereby consents to the foregoing Assignment and
Assumption Agreement whereby Assignor has assigned its right, title and interest in and
to, and all obligations under the terms of the Agreement to Assignee, and Assignee has
expressly and unconditionally assumed same. Provided, however, that in the event
there is no Closing, as defined in the Asset Purchase Agreement between Assignor and
Assignee identified in the foregoing Assumption Agreement, this Consent shall be null
and void.
SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY,
a public body corporate and politic
November 4, 2008
-T Go* -^,-
Dave Adams, Executive Director
Attest:
Approved as to Form:
IVU U2
"2a
Omar Sandoval, City Attorney
Assignment and Assumption of License Agreement
Page 4 of 4
n
32400 PASEO AOEI-ANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 493.1171
(949) 493-1053 FAX
www san/uancapistrano. org
TRANSMITTAL
TO:
Claremont Toyota
Atten: Roger Hogan
508 Auto Center Drive
Claremont, CA 91711
And
Superior Automotive Group
Atten: Mike Kahn
610 Newport Center Dr, Ste 840
Newport Beach, CA 92660
FROM: Meg Monahan, MMC — City Clerk (949) 443-6308
MEMBERS OF THE CITY COUNCIL
SAM ALLEVATO
THOMAS W. HRIBAR
MARK NIELSEN
JOE SOTO
DR. LONDRES USO
RE: Assignment and Assumption of License Agreement for Temporary Vehicle Storage
Gentlemen:
Enclosed for each of you:
(1) Executed, original agreement as noted.
If you have any questions regarding the agreement, please contact Douglas Dumhart,
Economic Development Manager, (949) 443-6316
Thank you,
Cc: Douglas Dumhart, Economic Development Manager
San Juan Capistrano: Preserving the Past to Enhance the Future
0 Printed on 100% recyGetl paper
CRA 1114/2008
AGENDA REPORT B3
TO: Dave Adams, Executive Director �
FROM: Douglas D. Dumhart, Economic Development Manager
SUBJECT: Consideration of Assignment of License Agreement for Temporary Vehicle
Storage — Lower Rosan Ranch (Superior Auto of SJC) (Hogan SKR)
RECOMMENDATION:
By motion, approve the assignment of license agreement for temporary vehicle storage
from Superior Auto of SJC, LLC d.b.a. Toyota/Scion of San Juan Capistrano to Hogan
SKR and authorize the Executive Director to execute.
SUMMARY:
On September 4, 2007, Toyota of San Juan entered into the License Agreement for
Temporary Vehicle Storage, as amended on March 4, 2008 (License Agreement), with
the San Juan Capistrano Community Redevelopment Agency. The Agreement
authorized Toyota of San Juan's use of certain unimproved real property located
between the Orange County Transportation Authority railroad tracks and the Orange
County flood control channel and north of Stonehill Drive in the City of San Juan
Capistrano, County of Orange, State of California, commonly referred to as APN 121-
240-73; 121-253-13, and 121-253-15.
On October 17, 2008, the Agency received written request from Superior Auto of SJC,
LLC d.b.a. Toyota/Scion of San Juan Capistrano seeking the Agency's consent to
assign the License Agreement to Mr. Roger Hogan, future successor -in -interest of
Toyota of San Juan store. The request is provided as Attachment 1 to this report.
Section 13 of the License Agreement provides that Licensee may not assign any of its
rights under the License Agreement except with the written consent of the Agency.
Mr. Hogan's qualifications include 31 -years in the car dealer business and being current
owner of Claremont Toyota a dealership recognized by the manufacturer as a leader
among its franchisees. Staff has prepared an Assignment and Assumption of License
Agreement for the Board of Directors consideration. The Assignment is provided as
Attachment 2 to this report.
COMMISSION/BOARD REVIEW AND RECOMMENDATIONS:
N/A
Agenda Report • •
Page 2
FINANCIAL CONSIDERATIONS:
►G7m
NOTIFICATION:
Mike Khan, Superior Automotive Group
Roger Hogan, Claremont Toyota
Warren Watkins, CVME owner
Tom Gronewald, CVME HOA President
RECOMMENDATION:
November 4, 2008
By motion, approve the assignment of license agreement for temporary vehicle storage
from Superior Auto of SJC, LLC d.b.a. Toyota/Scion of San Juan Capistrano to Hogan
SKR and authorize the Executive Director to execute.
Respec Ily submitted,
Douglas D. umhart
Economic Development Manager
Attachment(s):
1. Letter from Superior dated 10-17-2008.
2. Draft Assignment and Assumption.
Superior Auto of SJC, LLC dba
Toyota -Scion of San Juan Capistrano
610 Newport Center Drive, Suite 840
Newport Beach, CA 92660
Telephone — (949) 467-2763
October 17, 2008
VIA EMAIL DELIVERY
Mr. Douglas Dumhart
Economic Development Manager
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
RE: Request for Assignment of License Agreement & Amendment for
Temporary Vehicular Storage from Superior Auto of SJC, LLC ("Superior") to
Hogan SKR, a CA corporation ("Hogan")
Dear Mr. Dumhart:
Per Section 13 of the License Agreement for Temporary Vehicular Storage dated
September 4, 2007 and amended , Superior formally requests that the City of San Juan
Capistrano approve as Hogan as Successor -In -Interest to said Agreement.
This entity is owned by Mr. Roger Hogan, a current Toyota dealer in LA County
(Claremont Toyota) and resident of Orange County, CA. I have attached a brief
bio/history of achievements for Mr. Hogan. Hogan SRK is more than qualified to
takeover this lease, he has been in the car business for thirty-one (3 1) years.
Please add this request to the November 4, 2008 Agenda for Board action, as time is of
the essence. Feel free to contact me at (949) 467-2763 if you need anything further. If
you need to contact Mr. Hogan, let me know and I will provide his information.
Since ly,
ick onoptsos
EVP
ATTACHMENT
0 0
ASSIGNMENT AND ASSUMPTION
OF
LICENSE AGREEMENT FOR TEMPORARY VEHICLE STORAGE
This Assignment and Assumption of License Agreement for Temporary Vehicle
Storage ("Assumption Agreement") is entered into as of November 4, 2008 by and
among SUPERIOR AUTO OF SJC, LLC d.b.a. Toyota/Scion of San Juan Capistrano
("Assignor"), and HOGAN SKR, a California Corporation ("Assignee"), with reference to
the following:
Whereas, on September 4, 2007 the Assignor entered into the License
Agreement for Temporary Vehicle Storage, as amended on March 4, 2008 (License
Agreement) with the San Juan Capistrano Community Redevelopment Agency
(Agency) for Assignor's use of certain unimproved real property located between the
Orange County Transportation Authority railroad tracks and the Orange County flood
control channel and north of Stonehill Drive in the City of San Juan Capistrano, County
of Orange, State of California, commonly referred to as APN 121-240-73; 121-253-13,
and 121-253-15;
. Whereas, Section 13 of said License Agreement provides that Assignor may not
assign any of its rights under the License Agreement except with the written consent of
the Agency;
Whereas, Assignor has requested the Agency's consent to assign the License
Agreement to Assignee pursuant to this Assumption Agreement.
NOW, THEREFORE, in consideration of the above -referenced facts and the
covenants of the parties contained below in this Assumption Agreement, and for other
good and valuable consideration, the receipt and sufficiency of which the parties hereby
agree as follows:
1. Assignment and Assumption. Assignor hereby assigns and transfers to
Assignee, as of the Closing Date, as defined in that certain Asset Purchase Agreement
between Assignor and Assignee dated October 13, 2008 (Effective Date), all of
Assignor's right, title and interest in, to and under the License Agreement, and Assignee
hereby accepts from Assignor all of such right, title and interest, upon the terms and
conditions set forth in this Assumption Agreement. In the event there is no Closing, as
defined in the Asset Purchase Agreement between Assignor and Assignee, this
Agreement shall be null and void.
2. Assumption of Obligations. Assignee hereby expressly and
unconditionally assumes and agrees to perform and fulfill, from and after the Effective
Date, all the duties, terms, covenants, conditions and obligations required to be fulfilled
and performed by Assignor after the Effective Date under the License Agreement.
Assignment and Assumption of License Agreement
Page 1 of 4
ATTACHMENT 2
0 0
3. Indemnity by Assignee. Assignee hereby agrees to indemnify and hold
harmless Assignor, Assignor's agents and their respective successors and assigns from
and against any and all claims, losses, liabilities and expenses, including reasonable
attorney fees, suffered or incurred by Assignor by reason of any breach by Assignee
from and after the Effective Date of any of Assignee's duties, terms, covenants,
conditions and obligations under the License Agreement.
4. Indemnity by Assignor. Assignor hereby agrees to indemnify and hold
harmless Assignee, Assignee's agents and their respective successors and assigns
from and against any and all claims, losses, liabilities and expenses, including
reasonable attorney fees, suffered or incurred by Assignee by reason of any breach by
Assignor prior to the Effective Date of any of Assignor's duties, terms, covenants,
conditions and obligations under the License Agreement.
5. Representations and Warranties. Assignor represents and warrants to
Assignee that (a) Assignor is not in default of the License Agreement; (b) the execution
of this Assignment by Assignor and the Assignment itself have been authorized and no
further authorization is necessary on the part of Assignor; (c) the License Agreement
has not been amended, modified or rescinded and remains in full force and effect.
6. Attorney Fees. In the event of the bringing of any action or suit by a party
hereto against another party hereunder by reason of any breach of any of the
covenants, conditions, agreements or provisions on the part of the other party arising
out of this Assumption Agreement, then in that event the party who is determined to be
the prevailing party shall be entitled to have and recover of and from the other party all
costs and expenses of the action or suit, including reasonable attorney fees.
7. Successors and Assigns; Entire Agreement. This Assumption Agreement
shall be binding upon and inure to the benefit of the successors, assignees, personal
representatives, heirs and legatees of all the respective parties hereto. This
Assumption Agreement constitutes the entire understanding among the parties with
respect to the subject matter hereof.
8. Governing Law. This Assumption Agreement shall be governed by,
interpreted under, and construed and enforceable in accordance with the laws of the
State of California.
9. Counterparts. This Assumption Agreement may be executed in multiple
counterparts (each of which is to be deemed an original for all purposes).
Assignment and Assumption of License Agreement
Page 2 of 4
0 0
IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered
this Assumption Agreement as of the day and year first above written.
"ASSIGNOR"
Superior Auto of SJC LLC
dba Toyota/ oio�� Juan Capistrano
By:
Mike Kahn, President
"ASSIGNEE"
Hogan SKR
A California Corporation
0
Roger Hogan, President
[Agency Consent Follows]
Assignment and Assumption of License Agreement
Page 3 of 4
IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered
this Assumption Agreement as of the day and year first above written.
"ASSIGNOR"
Superior Auto of SJC, LLC
dba Toyota/Scion of San Juan Capistrano
By:
Mike Kahn, President
"ASSIGNEE"
Hogan SM S �K
A California Corporation
By: -
Roger Ho an President
[Agency Consent Follows]
Assignment and Assumption of License Agreement
Page 3 of 4
0
L
AGENCY CONSENT TO ASSIGNMENT AND ASSUMPTION
OF LICENSE AGREEMENT FOR TEMPORARY VEHICLE STORAGE
The San Juan Capistrano Community Redevelopment Agency hereby acknowledges
that, pursuant to Section 13 of the License Agreement dated September 4, 2007 as
amended on March 4, 2008, and maintained as a public record in the office of the
Secretary of the Agency and City Clerk of the City of San Juan Capistrano, California,
Superior Auto of SJC, LLC ("Assignor") may assign its right, title and interest in and to,
and all obligations under said License Agreement, subject to the Agency's consent. By
its signature below, the Agency hereby consents to the foregoing Assignment and
Assumption Agreement whereby Assignor has assigned its right, title and interest in and
to, and all obligations under the terms of the Agreement to Assignee, and Assignee has
expressly and unconditionally assumed same. Provided, however, that in the event
there is no Closing, as defined in the Asset Purchase Agreement between Assignor and
Assignee identified in the foregoing Assumption Agreement, this Consent shall be null
and void.
SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY,
a public body corporate and politic
November 4, 2008
Dave Adams, Executive Director
Attest:
Meg Monahan, Secretary
Approved as to Form:
Omar Sandoval, City Attorney
Assignment and Assumption of License Agreement
Page 4 of 4
0
U CITY OF SAN JUAN CAPISTRANO
NOTIFICATION OF MEETING OF POTENTIAL INTEREST
SAN JUAN CAPISTRANO REDEVELOPMENT AGENCY
The Board of Directors of San Juan Capistrano Community Redevelopment Agency will
meet at 6:30 p.m. on Tuesday November 4, 2008, in the City Council Chamber in City
Hall, to consider: "Consideration of Assignment of License Agreement for
Temporary Vehicle Storage - Lower Rosan Ranch (Superior Auto of SJC)(Hogan
SKR)" — Item No. B3.
If you have specific thoughts or concerns regarding this item, you are encouraged to
participate in this decision making process. You can communicate with the Board of
Directors through correspondence addressed to the Board and/or by attending the
meeting and speaking to the Board during the public meeting.
Correspondence related to this item must be received at the City Clerk's office by 5:00
p.m. on Monday, November 3, 2008 to allow time for the Board to consider its content.
If you would like to speak at the meeting, please complete a yellow "Request to Speak"
form found inside the entrance to the Council Chamber. This form is turned in at the
staff table, just in front of the Council dais. You will be called to speak by the Chairman
when the item is considered.
You have received this notice at the request of the City staff member Douglas D.
Dumhart, Economic Development Manager. You may contact that staff member at
(949) 443-6316 with any questions.
The agenda, including agenda reports, is available to you on our web site:
www.san'uancapistrano.org. If you would like to subscribe to receive a notice when
agendas are posted to the web site, please make that request by sending an e-mail to:
cityclerk5sanivancaoistrano.org.
Meg Monahan, MMC
City Clerk
cc: Mike Khan, Superior Automotive Group; Roger Hogan, Claremont Toyota;
Warren Watkins, CVME Owner; Tom Gronewald, CVME HOA President;
Douglas D. Dumhart, Economic Development Manager
32400 Paseo Adelanto • San Juan Capistrano • California 92675 (949) 493.1171
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CITY OF SAN JUAN CAPISTRANO K
NOTIFICATION OF MEETING OF POTENTIAL INTEREST
SAN JUAN CAPISTRANO REDEVELOPMENT AGENCY
The Board of Directors of San Juan Capistrano Community Redevelopment Agency will
meet at 6:30 p.m. on Tuesday November 4, 2008, in the City Council Chamber in City
Hall, to consider: "Consideration of Assignment of License Agreement for
Temporary Vehicle Storage - Lower Rosan Ranch (Superior Auto of SJC)(Hogan
SKR)" — Item No. B3.
If you have specific thoughts or concerns regarding this item, you are encouraged to
participate in this decision making process. You can communicate with the Board of
Directors through correspondence addressed to the Board and/or by attending the
meeting and speaking to the Board during the public meeting.
Correspondence related to this item must be received at the City Clerk's office by 5:00
p.m. on Monday, November 3, 2008 to allow time for the Board to consider its content.
If you would like to speak at the meeting, please complete a yellow "Request to Speak"
form found inside the entrance to the Council Chamber. This form is turned in at the
staff table, just in front of the Council dais. You will be called to speak by the Chairman
when the item is considered.
You have received this notice at the request of the City staff member Douglas D.
Dumhart, Economic Development Manager. You may contact that staff member at
(949) 443-6316 with any questions.
The agenda, including agenda reports, is available to you on our web site:
www.san'uancapistrano.org. If you would like to subscribe to receive a notice when
agendas are posted to the web site, please make that request by sending an e-mail to:
cityclerk5sanivancaoistrano.org.
Meg Monahan, MMC
City Clerk
cc: Mike Khan, Superior Automotive Group; Roger Hogan, Claremont Toyota;
Warren Watkins, CVME Owner; Tom Gronewald, CVME HOA President;
Douglas D. Dumhart, Economic Development Manager
32400 Paseo Adelanto • San Juan Capistrano • California 92675 (949) 493.1171
01ann1eJ an 100% ncydatl paper