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Home My WebLink AboutC-5889(C) - Monrovia, 1499 - Assignment and Assumption Agreement (for Revocable License Agreement for the Use of City Property) 2017ca M AMENDMENT NO. ONE TO REVOCABLE LICENSE AGREEMENT UN. BETWEEN THE CITY OF NEWPORT BEACH V AND PCHS FACILITIES LLC, ASSIGNEE OF KOBE STUDIOS, LLC, FOR THE USE OF CITY PROPERTY THIS AMENDMENT NO. ONE TO REVOCABLE LICENSE AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND PCHS FACILITIES, LLC, FOR THE USE OF CITY PROPERTY ("Amendment No. One") is made and entered into as of this 31st day of January, 2022 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and PCHS FACILITIES LLC, a California limited liability company ("Licensee"), individually referred to as "Party" or collectively "Parties". RECITALS A. On October 1, 2014, City and Kobe, Inc., a California corporation ("Kobe"), entered into a Revocable License Agreement for the Use of City Property ("License Agreement"), which granted Kobe an exclusive license over certain real property as described in the License Agreement ("License Area"), on the terms and conditions provided therein. B. On December 31, 2014, Kobe and Kobe Studios -HQ, LLC (formerly Kobe Studios, LLC), a Delaware limited liability company, ("Kobe Studios") entered into an Assignment and Assumption Agreement, whereby Kobe assigned to Kobe Studios all rights, title, and interest, legal or equitable, it had in and to the License Agreement, including the license to use the License Area. C. On August 30, 2017, Kobe Studios and Licensee entered into an Assignment and Assumption Agreement, whereby Kobe Studios assigned to Licensee all rights, title, and interest, legal or equitable, it had in and to the License Agreement, including the license to use the License Area. D. The Parties desire to allow Licensee the continued use the License Area on an exclusive basis for an extended term, subject to the covenants and conditions set forth in this Amendment No. One. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM Section 4 of the License Agreement is amended in its entirety and replaced with the following: "The term of this License shall commence on the Effective Date and continue until February 1, 2032, unless terminated earlier as set forth herein." 2. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in the License Agreement shall remain unchanged and shall be in full force and effect. 3. COUNTERPARTS The Parties may execute this Amendment No. One in multiple counterparts, each of which constitutes an original, and all of which, collectively, constitute only one Amendment. [SIGNATURES ON NEXT PAGE] PCHS Facilities LLC Page 2 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: LESSOR: CITY OF NEWPORT BEACH, CITY ATTORNEY'S OFFICE a California municipal corporation and charter city Date: 2� ��ZZ Date: By: - By: n C.rp Z y .tiZ a K. Leung ity Attorney ity Manager ATTEST: LICENSEE: PCHS FACILITIES LLC, a Date: i1 / 2 /1, n,-,�'t/!�z_ California limited liability company By: PACIFICA CHRISTIAN HIGH SCHOOL — ORANGE COUNTY, INC., a California nonprofit religious corporation Date: Signed in Counterpart Keith Carlson Chief Executive Officer/ President Date: SiyneCl in Uounterpart Michael Hill Secretary [END OF SIGNATURES] PCHS Facilities LLC Page 3 IN WITNESS WHEREOF, the parties have caused this Amendment No. One to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 21 y ZZ By: C a n C. rp ity Attorney LESSOR: CITY OF NEWPORT BEACH, a California municipal corporation and charter city Date: By: Grace K. Leung City Manager ATTEST: LICENSEE: PCHS FACILITIES LLC, a California limited liability company Date: By: PACIFICA CHRISTIAN HIGH By: SCHOOL — ORANGE COUNTY, INC., a Leilani I. Brown California nonprofit religious corporation City Clerk Date: 02 22 2 _ f By: Keith Carlson Chief Executive Officer/ President Date: z 2f-Zo Z Z By: Michael Hill Secretary [END OF SIGNATURES] PCHS Facilities LLC Page 3 November 17, 2021 City of Newport Beach Insurance Compliance PO Box 100085 - FV Duluth, GA 30096 Pacifica Christian High School -Orange County 883 West 15th Street Newport Beach, CA 92663 Reference Number: FV00000652 This Account has moved from non-compliant to COMPLIANT status and currently in compliance for certificate of insurance requirements. As of the date above, your insurance meets City of Newport Beach insurance requirements. We appreciate your efforts and those of your insurance agent in working with our insurance representatives. Please call us at (951) 766-2285 if you have any questions. Sincerely City of Newport Beach Compliant Notice [CA1] W V G- 00 00 V) V ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT ("Second Assignment Agreement") is entered into as of Py(,0$r 3a , 2017 ("Effective Date"), by and between Kobe Studios - HQ, LLC (formerly Kobe Studios, LLC), a Delaware limited liability company ("Assignor"), and PCHS Facilities LLC, a California limited liability company ("Assignee"). RECITALS A. Kobe, Inc., a California corporation ("KI"), and the City of Newport Beach, a municipal corporation ("City'), entered into that certain Revocable License Agreement dated October 1, 2014 ("License Agreement"), which granted KI an exclusive license over certain real property as described in the License Agreement ("License Area"), on the terms and conditions provided therein. B. By way of that certain Assignment and Assumption Agreement between KI and Assignor dated December 31, 2014 (which City consented to on April 29, 2015) ("First Assignment Agreement"), KI assigned to Assignor all rights, title, and interest, legal or equitable, it had in and to the License Agreement, including the License to use the License Area. C. Assignor conveyed to Assignee, pursuant to that certain Agreement for Purchase and Sale of Real Property and Escrow Instructions between Assignor and Assignee dated March 20, 2017, certain real property in the City located at 1499 Monrovia Avenue, County of Orange, State of California, which adjoins the License Area. D. Assignor -now desires to assign to. Assignee all rights, title and interest it has under the License Agreement, including the License to use the License Area as provided therein. NOW, THEREFORE, in consideration of the benefits set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: I. DEFINITIONS 1.1 Defined Terms. Capitalized terms used in this Second Assignment Agreement and not otherwise defined herein are used herein as defined in the License Agreement. II. ASSIGNMENT OF LICENSE AGREEMENT 2.1 Assignment. Assignor hereby grants, conveys, assigns, and transfers to Assignee, its successors and assigns, all of the rights, title, and interest, legal or equitable, of Assignor in and to the License Agreement, including the License to use the License Area as provided therein. 2.2 Assumption of Liabilities. Assignee hereby assumes all Assignor's obligations and liabilities under the License Agreement to the extent the obligations and liabilities arise on or after the Effective Date of this Second Assignment. Without limitation, Assignee agrees to comply with and perform the obligations of Licensee under the License Agreement to the extent the obligations arise on or after the Effective Date of this Second Assignment Agreement. Assignor hereby retains all obligations and liabilities under the License Agreement, including, without limitation, Licensee's obligations under the License Agreement, to the extent the obligations and liabilities arose before the Effective Date of this Second Assignment Agreement. 2.3 Acknowledgement. Assignee hereby agrees to be bound to the agreed upon and acknowledged conditions of the License Area as set forth in the Agreement for Purchase and Sale of Real Property And Escrow Instructions dated July 24, 2014, between the City and KI, which is incorporated herein by this reference as though fully set forth herein. 2.4 No Modification of License Agreement. Nothing in this Assignment shall be construed to enlarge, restrict, or otherwise modify the terms of the License Agreement, or constitute a waiver or release by Assignee or Assignor of any liabilities, duties, or obligations imposed upon any of them by the terms of the License Agreement. In the event of any conflict or ambiguity between the provisions of this Assignment and the License Agreement, the provisions in the License Agreement shall control to the extent of the conflict. 2.5 Enforceability. This Assignment is being executed by Assignee and Assignor and shall be binding upon each of them, and their respective successors and assigns, for the uses and for the purposes above set forth and referred to, and shall be effective as of the date hereof. 2.6 Governing Law. This Assignment shall be governed by and enforced in accordance with the laws of the State of California, without regard to the conflict of laws principles thereof. 2.7 Counterparts. This Assignment may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Facsimile and e-mailed signatures shall be treated as if they were originals. [Signatures on following page] 2 IN WITNESS WHEREOF, this Assignment is executed and delivered as of the date first written above. ASSIGNOR: KOBE STUDIOS - HQ, LLC, a Delaware limited liability company By:° I' obe Bryant T-itle: Manager ASSIGNEE: PCHS FACILITIES LLC, a California limited liability company By: PACIFICA CHRISTIAN HIGH SCHOOL — ORANGE COUNTY, INC., a California nonprofit religious corporation Its: Sole Member B /�A W` C Y• Name: Keith Carlson Title: . Chief Executive Officer / President By: Name: Michael Hill Title: Secretary CONSENT TO ASSIGNMENT AND RELEASE In connection with the attached Assignment and Assumption Agreement dated as of Auwy 3 0 , 2017 (the "Second Assignment Agreement") between KOBE STUDIOS — HQ, LLC, a Delaware limited liability company ("Assignor"), and PCHS FACILITIES LLC, a California limited liability company ("Assignee"), the undersigned, CITY OF NEWPORT BEACH, a municipal corporation ("City"), hereby: (a) consents to the assignment of all of Assignor's rights, title and interest under that certain Revocable License Agreement between the City and Kobe, Inc., a California corporation ("KI"), dated October 1, 2014 ("License Agreement"), obtained by way of that certain Assignment and Assumption Agreement between KI and Assignor (which was consented to by City on April 29, 2015), to Assignee including the License (as defined in the License Agreement) to use the License Area (as defined in the License Agreement) as provided in the License Agreement; and (b) releases Assignor and KI from all of their respective obligations and liabilities under the License Agreement to the extent the obligations and liabilities arise on or after the Effective Date of this Second Assignment Agreement. APPROVED AS TO FORM: CITY OF NEWPORT BEACH, OFFICE OF THE CITY ATTORNEY A California municipal corporation Date: 6V/ -i Date: By: By: Aaro arp (hM 001,ila Dave Kiff City Attorney City Manager ATTEST: Date: Z By: r-) �A, I Leilani rIBrowV City Clerk —wom®