The URL can be used to link to this page

Home My WebLink AboutORANGE, COUNTY OF (61)INSURANCE NOT REQUIRED WORK MAY PROCEED CITY CLERK DATE: ASSIGNMENT AND ASSUMPTION AGREEMENT A-2022-197-04 This ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment") is v entered into as of kv, l 2023, by and between the COUNTY OF ORANGE, a political subdivision of the State of California ("Assignor"), and the CITY OF SANTA ANA, a California municipal corporation, and ("Assignee"). Assignor and Assignee are sometimes referred to herein individually as a "Party" and collectively as the "Parties." RECITALS A. On July 2, 1969, Assignor entered into an agreement ("Agreement") with the Orange County Japanese American Community Service, Inc., a California non-profit corporation ("JACS" ), where in Assignor set aside a certain parcel of land within the Civic Center for the construction of a Japanese Garden ("Japanese Garden") as depicted on Exhibit A, attached hereto and incorporated herein by this reference. B. Pursuant to the Agreement, attached hereto as Exhibit B and incorporated herein by this reference, JACS agreed to build and did build the Japanese Garden at no cost to Assignor. The Assignor accepted the Japanese Garden and agreed to maintain it as a Japanese Garden. C. Assignor has quitclaimed land to Assignee that includes the Japanese Garden. D. Assignor desires to assign its rights and delegate its obligations under the Agreement to Assignee, and Assignee desires to accept the assignment of the Agreement and assume all of Assignor's obligations under and related to the Agreement as provided herein. AGREEMENT NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants herein contained, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Assignment by Assignor. Effective as of the Effective Date (as defined below), Assignor hereby assigns to Assignee all of Assignor's rights and delegates to Assignee all of Assignor's obligations under the Agreement. 2. Assumption by Assignee. Effective on the Effective Date, Assignee, for the benefit of Assignor, (a) accepts and assumes all of Assignor's rights and obligations under the Agreement, and (b) agrees to be bound by the terms of the Agreement after the Effective Date. 3. Effective Date. This Assignment shall be deemed effective as of April 27 , 2023 (the "Effective Date"). 1 4. Miscellaneous. (a) Construction. The captions used herein are for convenience only and are not a part of this Assignment and do not in any way limit or amplify the terms and provisions hereof. (b) Governing Law. This Assignment has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. (c) Invalidity of Provision. If any provision of this Assignment as applied to either Party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the same shall in no way affect (to the maximum extent permissible by law) any other provision of this Assignment, the application of any such provision under circumstances different from those adjudicated by the court, or the validity or enforceability of the Agreement as a whole. (d) Amendments. No addition to or modification of any provision contained in this Assignment shall be effective unless fully set forth in writing executed by both Assignor and Assignee. (e) Counterparts. This Assignment may be executed in counterparts, each of which shall be deemed an original, but together shall constitute but one and the same instrument. (f) Remedies. Except as otherwise specified in this Assignment, (i) all rights, remedies, undertakings, obligations, options, covenants, conditions and agreements contained in this Assignment shall be cumulative and no one of them shall be exclusive of any other, and (ii) either Party may pursue any one or more of its rights, options or remedies hereunder or may seek damages or specific performance in the event of the other Parry's breach hereunder, or may pursue any other remedy at law or equity, whether or not stated in this Assignment. (g) Entire Agreement. This Assignment, together with the Agreement referenced herein, constitutes the entire agreement between the Parties hereto pertaining to the subject matter hereof, and the final, complete and exclusive expression of the terms and conditions thereof. All other prior agreements, representations, negotiations and understandings of the Parties hereto, oral or written, express or implied, regarding the subject matter of this Assignment are hereby superseded and merged herein. // 2 A-2022-197-04 IN WITNESS WBEREOF, the Parties have executed this Assignment as of the day and year first above written. ASSIGNEE: THE CITY OF SANTA ANA Dated: Apu 1 -4 2623 AFMOVEDAS M 1V M M POLAWMWClWAmy By: �--� Kristine Ridge Its: City Manager ATTEST: _ ASSIGNOR: COUNTY OF ORANGE Dated:`�� APPROVED AS TO FORM: Office of County Counsel Orange County, California LIM Deputy Date: June 22. 2023 9enrnfer II erk By: 'Thomas A. Chief Real Estate Officer Per Minute Order dated March 13, 2023 EXHIBIT A Depiction of Japanese Garden Area EXHIBIT B Copy of Agreement } EXHIBIT" B I L E JulL 1969 W. E. ST JOHN, County Clerk AGREEMENT gg�� ...Deputy 1 This Agreement is made this 2nd day of Tu1v ""; I9G9;..1>y and 2 between the County of Orange, hereinafter called "County" and the 3 Orange CountyJapaneseAmerican Cos®unity Service, Inc., a Cali-. 4 fornia, non-profit corporation, hereinafter called "JACS". 5 Whereas, ,;County has set aside a certain parcel of land with- in the Orange County Civic Center for the construction of a Japa- 7 nese Garden; and 8 Whereas, JACS has agreed to build a Japanese Garden at said 9 site at no cost to County. 10 Now therefore, it is hereby mutually agreed that: 11 1) JACS will commence construction of the aforesaid Japa- 12 nese Garden on or about October 1, 1969, and upon completion 13 thereof, on or about September 30, 1970, donate.said Garden to 14 County. 15 2) County will accept the said Garden and maintain it as a 16 Japanese Garden. Where such maintenance requires the, advice or 11 services of persona familiar with and competent in the maintenance 18 of Japanese gardens, County will consult with JACS and JACS will 19 cooperate in securing such persons. County further agrees that 20 there shall be no change in the existing design of the Japanese 21 Garden without the prior approval of JACS. 22 3) From and after the acceptance of the Japanese Garden, it 23 shall be the responsibility of County, and County will hold JACS 24 exempt and harmless from any and all damage or injury to any per- 25 son or persons or to the goods, wares and merchandise of any per- 26 son or persona arising from the use of the aforesaid Japanese 27 Garden. 28 IN WITNESS WHEREOF, the parties hereto have executed this 29 Agreement on the date first above written. 30 COUNTY OF ORANGE ORANGE COUNTY JAPANESE ANERICAN 31 COMMUN I TYSERVICE, IN . airman, Hoard oP supervisors APPROVED AS TO FORM RIAN KUYPu:R, County Counsel RANGE COUNTY, CALIF0 NIA By ....C.4q.... ASSIS. TANT