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Home My WebLink About11-13-2023 Assignment and Assumption of Ground Lease for Channel Islands YMCA, 1020 Southwood DriveASSIGNMENT AND ASSUMPTION OF GROUND LEASE THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASE Assignment is dated as of _________________ Effective Date among THE CITY OF SAN LUIS OBISPO, a municipal corporation Landlord SAN LUIS OBISPO COUNTY Y.M.C.A., a California Nonprofit public benefit corporation Assignor CHANNEL ISLANDS YOUNG MEN'S CHRISTIAN ASSOCIATION, a California Nonprofit public benefit corporation DBA Channel Islands YMCA Assignee with respect to the following: RECITALS A. Landlord and Assignor (by and through its predecessors-in-interest) have previously entered into that certain Ground Lease dated December 31, 1977 as amended May 21, 1996, December 1, 2000 and November 21, 2021 (collectively, Lease regarding the Property located at 1020 Southwood Dr, San Luis Obispo, CA (the Property ularly described in the Lease. Unless otherwise defined herein, all capitalized terms used in this Assignment shall have the same meanings as set forth in the Lease. A complete copy of the Lease is attached to this Assignment as Exhibit A. B. Assignor and Assignee are each California non-profits, designated as charitable organizations by the Internal Revenue Service under Section 501(c)(3) of the Internal Revenue Code of 1986, each providing programs and services to their respective memberships and participants in keeping with their respective missions. C. Assignor, as Transferor, and Assignee, as Transferee, have entered into that certain Asset Transfer Agreement dated as of July 1, 2023 (as amended, the "Transfer Agreement") and have agreed to a transfer of assets from Assignor to Assignee, together with a commitment by Assignee to thereafter provide facilities, programs and services to the Assignor's program area (the "Transaction "); D. As part of the Transaction, Assignor has agreed to assign to Assignee, and Lease pursuant to the terms and conditions set forth below. NOW THEREFORE, in consideration of the foregoing Recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord, Assignee and Assignor hereby agree as follows: 1.Assignment and Assumption. Assignor hereby assigns, conveys, transfers and sets over unto Assignee any and all right, title and interest of Assignor in and to and duties and obligations under the Lease, and Assignee hereby accepts said the Lease commencing as of the date this Assignment is fully executed by the parties. aocupign bnvelope faW O4BaNBA4-RROB-4cbO-ACTO-acCOCOUUPRBU NNLNPLOMOP | TWPP Aj mpT Assignee hereby assumes and accepts such assignment and delegation and agrees to keep, perform and be bound by all terms, covenants, conditions and to discharge all obligations under the Lease Agreement which arise, accrue or are incurred on or after the date hereof. 2.Consent to Assignment of Lease. Landlord hereby consents to the assignment of the Lease by Assignor to Assignee subject to the terms and conditions of this Assignment. Notwithstanding any provision in the Lease or this Assignment to the contrary, the consent of Landlord shall not be construed to modify, waive or affect any of the provisions of the Lease, or to waive any breach or default by Lessee under the Lease prior to the Effective Date. 3.Indemnity. (a) Assignor shall indemnify, defend, protect and hold harmless Assignee and its officers, employees, agents and assigns from and against all claims, demands, losses, costs (including attorney's fees and costs) or liabilities (a) arising under the Lease as a c under the Lease first accruing prior to the Effective Date, or as a result of any action, of its agents', contractors', employees', invitees' use or occupancy of the Property prior to the Effective Date, (b) to the extent arising under the Lease prior to the Effective Date as result of the negligence or willful misconduct of Assignor or its employees, agents, invitees or contractors, or (c) to the extent arising under the Lease prior to the Effective Date under a theory of strict liability. (b) Assignee shall indemnify, defend, protect and hold harmless Assignor and its officers, employees, agents and assigns from and against all claims, demands, losses, costs (including attorney's fees and costs) or liabilities (a) arising under the Lease as a c under the Lease first accruing prior to the Effective Date, or as a result of any action, of its agents', contractors', employees', invitees' use or occupancy of the Property on or after the Effective Date, (b) to the extent arising under the Lease on or after the Effective Date as result of the negligence or willful misconduct of Assignee or its employees, agents, invitees or contractors, or (c) to the extent arising under the Lease on or after the Effective Date under a theory of strict liability. (c) The foregoing indemnity provisions shall survive the expiration or termination of the Lease or this Assignment. 4.Miscellaneous . (a) Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, successors-in-interest and assigns; provided, however, the consent by Landlord hereby shall not be construed DocuSign Envelope ID: 24BD1BA4-552B-4FE2-AC72-DFC2C28835B8 as a consent by Landlord to, or as permitting, any further or other assignment by Assignee, except as permitting by the terms of the Lease. (b) Severability. If any term or provision of this Assignment is, to any extent, held to be invalid or unenforceable, the remainder of this Assignment will not be affected, and each term or provision of this Assignment will be valid and be enforced to the fullest extent permitted by law. (c) Modification. No modification, waiver, amendment, discharge or change of this Assignment shall be valid unless the same is in writing and signed by the party against whom the enforcement of such modification, waiver, amendment, discharge or change is or may be sought. (d). In the event of any action between Assignor and Assignee seeking enforcement of any of the terms and conditions to this Assignment, the prevailing party in such action, whether by fixed judgment or settlement, shall be entitled to recover, in addition to damages, injunctive or other relief, its actual costs and expenses, ost- judgment motions, (b) contempt proceedings, (c) garnishment, levy and debtor and third- party examination, (d) discovery, and (e) bankruptcy litigation. (e) Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Assignment. Delivery of any signature page to this document may be transmitted by facsimile, or by email of a .PDF or .JPEG attachment, or electronically through DocuSign or comparable electronic document execution software, any of which shall be valid and enforceable to the same extent as an original signature, and the parties agree to accept the same and be bound thereby. (f) Headings. The section headings used herein are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Assignment. (g) Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the State of California without regard to its conflicts of law principles. [signatures on following page] DocuSign Envelope ID: 24BD1BA4-552B-4FE2-AC72-DFC2C28835B8 IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the Effective Date set forth above. ASSIGNOR: SAN LUIS OBISPO COUNTY Y.M.C.A., a California Nonprofit public benefit corporation By: Name: Eric Linkugel Title: Chief Volunteer Officer By: Name: Cheryl Cuming Title: Board Secretary ASSIGNEE: CHANNEL ISLANDS YOUNG MEN'S CHRISTIAN ASSOCIATION, a California Nonprofit public benefit corporation By: Name: Margo Byrne Title: CEO By: Name: Bob Williams Title: Board Secretary The undersigned as Landlord under the Lease, hereby acknowledges and consents to this Assignment. LANDLORD: CITY OF SAN LUIS OBISPO, a Municipal corporation By: Name: Erica A. Stewart Title: Mayor ATTEST: ________________________________ Teresa Purrington, City Clerk APPROVED AS TO FORM: ________________________________ J. Christine Dietrick, City Attorney DocuSign Envelope ID: 24BD1BA4-552B-4FE2-AC72-DFC2C28835B8