FIRST AMENDMENT
TO
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS FIRST AMENDMENT TO ASSIGNMENT AND ASSUMPTION AGREEMENT ("First Amendment"), is dated for purposes of identification only as of December 17, 2024 by and between the ANAHEIM HOUSING AUTHORITY, a public body, corporate and politic ("Authority"), and GMA PERO, INC., a California corporation ("Assignee"), with reference to the following:
A. The Authority and Assignee ( each, a "Party" and, joi ntly, the "Parties") entered into that certain ASSIGNMENT AND ASSUMPTION AGREEMENT dated as of July 14, 2023, which is incorporated herein by this reference (the "Original Agreement"); B. The Original Agreement assigned to Assignee the Ground Lease dated as of December 31, 2014, by and between Evergreen Capital Assets, LLC and Issam B. Nasrallah and Nazih Simaan (the "Ground Lease"), pertaining to that certain single parcel of land located at 100 South Beach Boulevard , Anaheim, California 92801 (the "Property"), for the permitted purpose of conducting the business of a gas station (the "Permitted Use").
C. The Parties now wish to amend, modify, and supplement certain portions of the Original Agreement in order to extend the Term of the Ground Lease on the Property for the Permitted Use on a month to month basis, and to set the new monthly rent amount for the extended Term.
NOW, THEREFORE, the Parties hereby agree as follows:
Section 1. Defined Terms. Except as otherwise defined herein, all capitalized tenns used herein shall have the meanings set forth for such terms in the Original Agreement.
Section 2. Term. The Parties hereby agree that Section 3 (Term) of the Original Agreement is hereby amended to read in full as follows:
"Pursuant to section 3 of the Agreement (Ground Lease), the current Tenn of the Agreement (Ground Lease) runs through December 31, 2024. Thereafter, the Term shall be construed to be a tenancy from month to month, which may be tenninate d upon thirty (30) day wrinen notice from either Party to the other Party, but shall in no event extend beyond December 31, 2026. Upon the end of the Term of the Agreement , either by termination or expiration, and closing its business, Assignee will not have any claims or rights to any relocation benefits or related assistance." Section 3. Rent. The Parties hereby agree that Section 4 (Rent) of the Original Agreement is hereby amended to read in full as follows:
"Pursuant to section 4 of the Agreement (Ground Lease), Assignee and Authority agree that the new monthly rent for the Permitted Use on the Property effective as of January 1, 1 2025, shall be $14,111.11 per month. At the start of each new year, there shall be a minimum of 3% annual escalation over the prior year's Rent Payment amount." Section 4. Integration. This First Amendment , the agreements specifically referred to herein, and all attachments hereto (if any) integrate all of the terms and conditions mentioned herein, and supersede all negotiations with respect to the subject matter hereof. This First Amendment amends , as set forth herein, the Original Agreement and, except as specifically amended hereby, the Original Agreeme nt shall remain in full force and effect. To the extent that there is any conflict or inconsistency between the terms and provisions of this First Amendment and the tenns and provisions of the Original Agreement, the terms and provisions of this First Amendment shall control and govern the rights and obligations of the Parties.
Section 5. Binding Effect of Agreement. Each of the Parties to this First Amendment represents that the person signing this First Amendment on behalf of such Party is fully authorized to execute the First Amendment on behalf such Party and has the full legal authority to bind his or her respective Party to all of the terms, conditions and provisions of this First Amendment and that no other approvals or consents are necessary in connection therewith. All terms and conditions of this First Amendment shall be binding upon the Parties, their heirs, administrators , successors , representatives and/or assigns.
Section 6. Counterparts. This First Amendment may be executed in one or more originally executed countetparts , all of which, when taken together, shall constitute one and the same instrument.
!SIGNATURES BEGIN ON NEXT PAGEi
2 IN WITNESS WHEREOF, the Parties enter into this First Amendment on the year and day first above written.
ANAHEIM HOUSING AUTHORITY,
a public body, corporate and politic
Grace Ruiz-Stepter
Executive Director
APPROVED AS TO FORM:
ROBERT FABELA , CITY ATTORNEY
By:-----------
Ryan 0. J:Iodge .k3, ~ 1215124 Deputy City Attorney
153207
3 ASSIGNEE
GMA PERO, INC.
George Abdallah
Chief Executive Officer
ATTEST:
THERESA BASS, CITY CLERK
By: _____________ _
Theresa Bass