RecDoc 2019-070466 - Laserfiche WebLink

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ASSIGNMENT, ASSUMPTION AND CONSENT OF LICENSE AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND CONSENT OF LICENSE AGREEMENT ("Agreement") is entered into as of2019, by and among and RWC HARBOR COMMUNITIES, LLC, a Delaware limited a ility company ("Assignor"), IMP BLU HARBOR LLC, a Delaware limited liability company ("Assignee"), and THE CITY OF REDWOOD CITY, a charter city and municipal corporation of the State of California ("City"). RECITALS A. City and Assignor entered into a License Agreement over City Property effective May 30, 2017 ("License Agreement"), relating a residential development commonly known as the "Blu Harbor Project", located at 1 Blu Harbor Boulevard, Redwood City, California (`Blu Harbor Property"). A Memorandum of License Agreement was recorded on the City Property on June 16, 2017 (RECORDER NUMBER 2017-051793 CONF). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the License Agreement. B. A Public Access Trail that traverses the City Property was required as a condition of approval of the Blu Harbor Project by the City and the San Francisco Bay Conservation and Development Commission ('BCDC") to provide public access to the San Francisco Bay waterfront and related public amenities and open space. City determined that the Public Access Trail provides a common benefit to the community and that it is in the best interests of City to allow Assignor to access the City Property for the purpose of constructing and maintaining the Public Access Trail and any utilities or improvements necessary for completion of the Blu Harbor Project. The License Agreement provides Assignor limited rights over the City Property to effectuate these purposes. C. The City Property is as shown in the Plat and Legal Description attached as Exhibit A to the License Agreement. The Public Access Trail is shown as the Public Access Easement (PAE) in the Final Map attached as Exhibit B to the License Agreement. D. Assignor has a legal and/or equitable interest in the Blu Harbor Property. City has been informed by Assignor that Assignor and Assignee have entered into a Purchase and Sale Agreement and Joint Escrow Instructions (as may be amended, the "PSA") as of June 28 2019 and that, pursuant to the PSA, Assignor desires to transfer its legal and/or equitable interest in the Blu Harbor Property. E. Section 15 of the License Agreement provides that Assignor may assign all or any portion of its rights and obligations under the License Agreement, subject to the prior written consent of the City which shall not be unreasonably withheld. Under this Agreement, Assignor shall be released from all obligations under the License Agreement and Assignee expressly assumes such rights and obligations. F. Assignor has provided the required written notice to City of its intent to enter into an Assignment and Assumption Agreement pursuant to Section 15 of the License Agreement. G. This Agreement serves as the Assignment and Assumption Agreement with respect to the License Agreement. The City's signature on this Agreement shall constitute prior written consent to the Agreement under Section 15 of the License Agreement. H. Assignor desires to assign to Assignee all rights and obligations of Assignor under the License Agreement and Assignee desires to assume all such rights and obligations of Assignor thereunder. Upon execution of this Agreement and transfer to Assignee of legal title to the Blu Harbor Property, Assignor shall be released from any and all such rights and obligations. ATTY/AGR/2019.212 GID REV: 08-01-19 PR Page 1 of 4