Res 2013-087/Approving the assignment of a lease agreement between ITT Information Systems, Inc. to Exelis, Inc.

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ASSIGNMENT OF AGREEMENT The "Agreement" as referenced herein is the ADS -B Site lease Agreement, dated April 22, 2011, made by and between The City of San Marcos and ITT Corporation referred to in the Site lease Agreement as ITT Information Systems, a division of ITT Corporation. By signing below, ITT Corporation and Exelis Inc. do hereby attest that on October 31, 2011 a tax -free spin -off was conducted by ITT Corporation, which created three independent publically- traded corporations, and Exelis Inc., being one of the these corporations, retains the government contracting business area related to the Agreement. Therefore, ITT Corporation and Exelis Inc. desire to assign the Agreement from ITT Corporation to Exelis Inc. The parties do hereby agree that the Agreement is assigned as of the date last signed below by ITT Corporation to Exelis Inc., an Indiana corporation, with the consent of the The City of San Marcos and is effective as of October 31, 2011. All obligations, rights and responsibilities as lessee under the Agreement shall be conveyed to and accepted by Exelis Inc. and the term "Lessee" as used in the Agreement shall mean Exelis Inc. upon the date of this assignment. All other terms and conditions of the Agreement shall remain unchanged and are in full force and effect. The Lessee contact persons, addresses, telephone numbers, FAX numbers, and email addresses, as shown in the Agreement, remain unchanged except for the name change from ITT Corporation to Exelis Inc. ITT Corporation does hereby attest to the above and assign the Agreement, including conveyance of all rights and responsibilities thereof. i�r Qc, ri Print Name t Signature Senior Vice President, General Counsel and Secretary Title /0 1 Date Exelis Inc. does hereby attest to the above and accept assignment of the Agreement, including acceptance of all rights and responsibilities thereof. Gregory P. Hughes Sr. Contracts Manager, ATM PH t ame itle Sign re I Dat The City of San Marcos does hereby consent to the assignment of the Agreement, including all rights and responsibilities thereof, from ITT Corporation to Exelis Inc. X02.013 Date SV135 -01