2001-12 Assignment and Assumption Agreement

8/13/2019 2001-12 Assignment and Assumption Agreement

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RESOLUTION NO2RESOLUTION OF THE INDIO WATER AUTHORITY OF THE CITY OF INDIOCALIFORNIA APPROVINGTHEASSIGNMENT ANDASSUMPTION AGREEMENTUNDER THEWATER SYSTEM LEASE

WHEREAS the City of Indio a California general law city and a municipalcorporation the Ctycurrently owns and operates a water system the WaterSystem for the benefit of the residents and certan esdensof the City and

WHEREAS asof April 9 2 the City and the Redevelopment Agency of theCity of Indio formed the Indio Water Authority the Authority as a joint powersauthority pursuant to the terms and conditions of that certan Joint Exercise of PowersAgreement and

WHEREAS the Authority determined that it was in the best interests of theAuthority to lease theWater System from the City and

WHEREAS onMay 2 2 the Authority approved a water system leaseLease Agreement by and between the City and theAuthority and

WHEREASonSeptember 7 2 the Authority approved a First Amendmentto Lease the Amendment providing among other things that the effective date oftheWater System Lease shal be November 2 and

WHEREAS the Lease Agreement and the Amendment hereinafter sometimesarereferred tocollectively asthe Lease andVVHEREAS the aJeplovldeJ that the silty JIIQIIdeeo theAath lty al

executed and acknowledged Assignment and Assumption Agreement substantially inthe farmand content of ExhibitLo the LeaseAgreement

NOW THEREFORE THE INDIO WATER AUTHORITY DOES HEREBYRESOLVE AS FOLLOWS

Section The Authority hereby approves the Assignment and AssumptionAgreement attached heretoasExhibitnd incorporated herein by this reference

Section 2 This Resolution shal take effect from and after its passage andapproval


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PASSED APPROVEDAND ADOPTED this 5th day of October 2 by thefollowing vote

AYES Baughn Beethel Friestad Harmon Hunt LoezWilson FesmireNOES NONE

ABSENT Godfrey

tME IE F MIRE PR SIDENT

ATTEST

CY THIA HERNANDEZ TSETARYCERTIFICATION

I Cynthia Hernandez Secretary to the Indio Water Authority do hereby certify theforegoing to be a full true and correct copyof Resolution No2 dopted by theBoard of Commssioners of the IndioWater Authority at a regular meeting held onOctober 5th 2

ynth ia HernandezSecretary


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EXHIBITARESOLUTION NO2

ASSIGNMENTANDASSUMPTIONAGREEMENT

THISASSGh NDASSLMPTONAGREE theAssignensmadethis st d y ofNovember 2 for identification purposes only by and between THE INDIOWATERAUTHORITYAuthorityand theCITYOF INDIOCty

RECITALS

A On May 22 2 City and Authority executed that certan Lease Leasewherein City leased to Authority substantially all of the assets of City used oruseful in theprovision ofwater service within the City Boundaries depicted on Exhibitttached heretoand by this reference incorporated herein

B The Lease provided inpart that City wouldssign toAuthority during the termof the Lease those contracts oragreements listed in Exhibitttached hereto and by thisreference incorporated hereinContracts

C City nowdesires to ssign to Authority and Authority nowdesires toaccept suchassignment of the Contracts

NOWTHEREFORE IN CONSIDERATION OF THE FOREGOINGRECITALSTHE MITTUAL BENEFITS ACCRUING TO THE PARTIES HERETO AND OTHERGOOD ANDVALUABLE CONSIDERATION THE RECEIPT AND ADEQUACY OFWHICHAREHEREBYACKNOWLEDGED ITS HEREBYAGREEDAS FOLLOWStrts alnrndyaasiu uiisfersu4uity title4interest inand tohe Contracts2 Assumption Authority accepts the assignment made hereby and agrees tokeepperform and be bound by all of the terms and conditions and covenants of the Contracts3 epresentat ions City represents andwarrants to Authority that aneither theCity noranyparty listed in the Contracts is indefault in anymateria respect ofanyofthe termsand conditions of the Contracts andbxcept asotherwise disclosed to Authority inwritingCity has the right to ssign each and every Contract without the prior written consent of anyparty to the Contracts

4 Indemnities aCity agrees to indemnify defend and hold harmless Authorityits officers directors employees agents successorsand assigns fromany and all claims actionscosts expenses including reasonable attorneys fees and costs damages orliabilities which anyorall of themeverpays oris legally obl igated to pay relating to the Contractsor adefault orbreachthereof prior to the Commencement Dateas that term is defined in the Lease


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bAuthority agrees tondemnify defend and hold harmless City its officers directorsemployees agents successors and ssigns from any and all claims actions costs expensesincluding reasonable a t to rneys fees and costs damages orliabilities which anyorall ofthemever pays or is legally o lig ted to pay rela t ing toabreach or default of the Contracts yAuthority after the CommencementDate

CJeneral Provisions

aIn the event suit isbrought to enforceor interpret any part of this Assignment theprevailing party shal be entitled to recover all reasonable costs and expenses of the actionincluding without limitation attorneys fees and costs and attorneys fees and costs incurred inenforcing anyjudgmentbThisAssignment isthe entire agreement between the p rties heretowith respect to the

subject matter hereof and supersedes all prior agreements and understandings whether ora orwritten between the parties with respect to the matters contaned in this Agreement Alorarepresentat ions ormodifications concerning this Assignment shal be of no force and effectexcept by subsequent modification inwritingchis Assignment may be executed in counterpart but shall be without forceoreffectunless and until all part ies heretohave executed thisAssignment oracounterpartdEach party agrees to perform any further acts and to execute and deliver any

documents which wouldbe reasonably necessary tocarry out the provisions ofthis AssignmenteThe provisions of this Assignment shall be construed as to their farmeaning andnot

fororagainst anyparty based uponanyattribution to such party asto the sourceof the languageinquestionfAl questions with respect to the construction of this Assignment the rights andliabilities of the part ies to this Assignment shall be governed y the laws of the State ofCaifornia

INWTNESS WHEREOF the parties hereto set their hands the day and year firstabovewittenAuthority CityINDIOWATERAUTHORITY CITY OF INDIOajoint powersauthority

ByMELANIE FESMIREPRESIDENT

ByBENGODFREY MAYORPROM

2


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. 3CITY OF INDIO BOUNDARY

/ L O C Oc tiM O T _B E 9 T - 1

40 N z 40Ca

NO SC

AvENucl 4

T t aE T I A c = t a i - tf rf

c oUARI G ( ene


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2 Permit No.MANAGEMENT3 Permit No.MANAGEMENT4 ermit No.MANAGEMENT

1994.

D-73221DISTRICTR-D69902DISTRICTR-D69902DISTRICT

EXHIBIT BList of Contracts and greements to be ssigned to the Indio Water uthority

List of ontractsMemorandum of Understanding dated May 28, 1997, by and betweenSUNLINE SERVICES GROUP, a p ublic a gency a nd the CITY OF INDIO.

issued by the SOUTH. COAST AIR QUALITYto the CITY OF INDIO dated May 3, 1997.issued by the SOUTH COAST AIR QUALITYto the CITY OF IND IO dated May 10, 1993.issue d by the SO UTH COAST AIR QUALITYto the CITY OF INDIO dated Janu ary 12,

Pemli kit No. D-73171 issued by t he SOU TH COAST AIR QUALITYMANAGEMENT DISTRICT to the CITY OF INDIO dat ed May 5, 1993.Pew uit No. D-73222 is sue d by th e SOUTH COAST AIR QUALITYMANAGEMENT DISTRICT to the CITY OF INDIO date d May 7, 1993.Peziait No. D-73172 issu ed by the S OUTH COAST AIR QUALITYMANAGEMENT DISTRIC T to the CITY OF INDIO dat ed May 5, 1993.Permit No. D 73173MANAGEMENT DISTRIC TPermit No. D 73174MANAGEMENT DISTRICTPermit No. D 73175MANAGEMENT DISTRIC T

issued by the SOUTH CO AST AIRto the CITY OF INDIO dated May 5,issued by the SOUTH COAST AIRto the CITY OF INDIO dated May 5,issue d by th e SOUTH COAST AIRto the CITY OF INDIO dated May 5,

QUALITY1997.QUALITY1993.QUALITY1993.

Application No. 311099 granted as of April 10, 1996 by theSOUTH COAST AIR QUALITY MANAGEMENT DISTRICT to the_. ITY_ OF2=100.12 Permit No. D 73176 issued by the SOUTH COAST AIR

MANAGEMENT DISTRICT to t he CITY OF INDIO d ate d May 5,13. Appli catio n No. 311100 granted as o f April 10, 1996SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT to the .INDIO.

QUALITY1993.by theCITY OF

1 4 _ Permi t No. D-73177 issue d by th e SOUTH COAST AIRlumaczaEuT DISTRICT to the CITY OF INDIO dated May 5,as_ Permit No. D-73178 issued by the SOUTH COAST AIRMANAGEMENT DISTRICT to the CITY OF INDIO dated May 5,

QUALITY1993.QUALITY1993.

EXHXBZListofContracts and Agreements tobeAssigned to the Indio VYaterAuthorityLsoContractse

6

D

MemorandumoUnderstanding dated May 8 997 bSUNL ERVICES GROUP apublic agency and theCT Y n O eeenINDYOTacnto322issued by the SOUTH COAST AZRfiANAGEMENT DISTRICT totheCITY OF INDIO dated Ma QUTYy 997oR6992 issued by the SOUTH COAST ARMANAGEMENT DISTRICT tothe CITY OF INDYO dated Ma QUAITY993oR6992 issued bMANAGEMENT DISTRICT tothe I T Y t O IN H COAST AYR QUALITY94 ICdated anuary 2rrIIlt No37 issued by the SOMANAGESTISTRICT totheCITY OF INDp dtT AR QUALITYMay 5 99hermt No3222 issued by theSpOASTMANAGEMENT DISTRICT totheCITY OF INDIOdatedlIR QUALITYaY7993 rmt Nossued by the SOUTH COASTNNTISTRICT totheCITY OF INDIO d AR QUALITYaced May 5993erlntNo373 issued bEMENTDISTRICT tothe IT Y t p g IN TH COAST AIR QUALITYrmNoDIOdated May5997AGEMENT DISTRICT totheC y the SOUTH COAST AIRITYOF INDIO dated Ma 5QUALITYY 99ZrmtNo375 issued bNAGEMENT DISTRICT tothe I T Y t I N U T K COAST AIR QUALITYIOdated May 5993Application No 3 99 grantedasoArlSOLTxOAST ARQUALITYAGEMENT ISTRIT 996 by Ehe3ND totheCTYOFrxn376 Issued by the SOUTH COAST AIR UMANAGEMENT DISTRICT totheCITY OF INDIO d Q ALITYaedMay 5993APpicatioSOUTH COAST AR3 grarited asoApii 996QUALITY MNGMrN b theyD NT DISTRICT tothecTzNT377IST issued btie Y the SJUTbTOAST AteC2LLFNDogatedMay 5993NoANAGEMENT378ISTRIT issuedtoth eSOUTH COAST AIR QUALYeCITY F INDIO dated May 5993


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16. Oral Agreement to provide stand-by service to the Carver TractMutual pursuant to City of Ipdio Account No. 26263-0 subjectto the Rates and Charges as defined in the Lease) existing atthe time service is requested.17. Oral Agreement to provide stand-by service to the Waller Tractpursuant to Account No. 20761 0 subject to the Rates andCharges existing at the time service is requested.

aAgreement tprovide stndy servcetotheCarver T

uupursuant toCandoccounto tacttheRatesand Char es 663 subjectg asdefinedintheLease existingthetimeservceisrequesteda reemen tg prvxetndyvx theWalerTractpursuant toccounta276ucotheRates andCharges existingt the time service srequested

Documents

2001-12 Assignment and Assumption Agreement