HomeMy WebLinkAboutContracts & Agreements_143-2005 _CCv0001.pdf CONSENT TO ASSIGNMENT AGREEMENT
This Consent to Assignment Agreement ("Agreement") is entered into on July 19, 2005
(the "Effective Date"), by and among the City of Redlands, a municipal corporation ("Landlord"),
Adjusters Service Corporation ("Tenant/Assignor") and Rancho Pacific Properties, LLC
("Assignee"). Landlord, Tenant/Assignor and Assignee are hereinafter sometimes referred to
individually as a"Party" and collectively as the "Parties."
RECITALS
WHEREAS, Landlord and Tenant/Assignor entered into a written master lease agreement
dated December 12, 1978 (the "Lease"), in which Landlord leased to the Assignor certain portions
of the Redlands Municipal Airport shown on Exhibit "A," which is attached to this Agreement;
and,
WHEREAS, on August 19, 1980, Landlord approved the First Amendment to the Lease to
require an affirmative action program; and,
WHEREAS, on January 7, 1982, Landlord approved Lease Amendment No. I to the Lease
to permit improvements on Parcel 2; and,
WHEREAS, on March 20, 1990, Landlord approved Lease Amendment No. 2 to the Lease
to add Excluded Area#3, provide for future land use, maintain insurance as required; and,
WHEREAS, on December 17, 1991, Landlord approved Lease Amendment No. 3 to the
Lease to provide lease conditions for City's use of public lobby; and,
WHEREAS, on October 6, 1992, Landlord approved Lease Amendment No. 4 to the Lease
to lease garage space for storage of an emergency response vehicle; and,
WHEREAS, on October 21, 1997, Landlord approved Lease Amendment No. 5 to the
Lease to permit Assignor to install vending machines; and,
WHEREAS, on October 3, 2000, Landlord and Assignor executed a sublease agreement
whereby the Landlord leased from the Assignor that area commonly known as the public lobby
and patio; and,
WHEREAS, on February 4, 2003, Landlord approved the First Amendment to the sublease
agreement related to the public lobby and patio to include an area to house the security system
computer hardware; and,
WHEREAS, pursuant to Section 14 of the Lease, by separate instrument Assignor desires
to assign all of its right. title, and interest in and to the Lease to Rancho Pacific Properties, LLC
and Rancho Pacific Properties desires to accept assignment of the Lease; and
WHEREAS, pursuant to Section 14 of the Lease, Landlord desires to consent to the
assignment of the lease by Tenant/Assignor Adjusters Service Corporation to Rancho Pacific
Properties, LLC, on the terms and conditions set forth in this Agreement, as follows:
TERMS
1. Assignment and Assumption: By separate instrument, Assignor will assign and transfer to
Assignee all its right, title and interest in the Lease, and Assignee will accept the assignment and
hereby assumes and agrees to perform, from the date the assignment becomes effective, as a direct
obligation to the Landlord, all the provisions of the Lease.
2. Condition of Premises: Assignee acknowledges that it has inspected the property that is
the subject of the Lease and leases the Property in its condition existing upon the Effective Date.
3. Landlord Consent: Neither Landlord's consent to the assignment, nor any provision of this
Agreement shall be deemed to waive or modify any of the provisions of the Lease.
4. Notice of Violation/Liability: In accordance with the provisions of the Lease, Assignor
shall remain liable for the performance of the provisions of the Lease and any amendment to the
Lease. In the event Landlord becomes aware of any alleged violation of the provisions of the
Lease by Assignee, Landlord shall give written notice of such alleged violation to Assignor within
five (5) business days of Landlord's becoming aware of the same.
5. Successors and Assigns: This Agreement shall be binding upon and inure to the benefit of
the Parties hereto and their representatives, successors and assigns.
6. Governing Law: This Agreement shall be governed by and construed in accordance with
the laws of the State of California.
7. Severability: If any provision herein is declared invalid, it shall be considered deleted
from this Agreement and shall not invalidate the remaining provisions hereof-, unless such deletion
would materially alter the underlying intent of the Parties hereto in which case this entire
Agreement shall be deemed null and void.
8. Attorneys' Fees. In the event any action is commenced to enforce or interpret any of the
terms or conditions of this Agreement the prevailing Party shall, in addition to costs and any other
relief, be entitled to recovery of its reasonable attorneys' fees, including fees for in-house counsel
of the Parties at rates prevailing in San Bernardino County, California.
9. Amendment: The provisions of the Agreement may be waived, altered, amended or
repealed, in whole or in part, only by an instrument in writing which expressly refers to this
Agreement and specifically states that it is intended to waive, alter, amend or repeal a particular
provision.
Page 2 of 3
10. Notices: All notices shall be in writing and either served personally, or sent by prepaid,
first-class mail, return receipt requested, or sent by overnight courier. Any Party may change its
address by notifying the other Parties of the change of address in writing. The Parties' addresses
for purposes of this Agreement shall be as set forth below in its signature block.
IN WITNESS WHEREOF the Parties have signed this Agreement as of the Effective
Date.
Tenant/Assignor: Assignee:
Adjusters Service Corporation Rancho Pacific Properties, LL
a California corp ionr a Californi limited li ' ity company
BY: BY:
--floyd Jan'zen/Oresidenh' Willi ln/lIrngcWanager
P.O. Box 9641 8300 Utica Avenue, Third Floor
Redlands, California 92375 Rancho Cucamonga, California 91730
Landlord:
City of Redlands
a municipal corporation
_1 A
BY:
T4ay9r', Susan Peppler I
P.O. Box 3005
35 Cajon Street, Suite 200
Redlands, California 92373
ATTEST:
Citytlerk., Lori6qt4zer
Page 3 of 3
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
County of S A n) N Q ss.
Onli Ilk 2C�bs , before me, AShLf�-1 1-5-• QT T
Dat. Nrne arld 7stl.a offer(..o.. .w,.Do.,Notary a '
personally appeared 1k-)I LL, t 0 � u toN
Name(.)of SOW*
*
❑personally known to me
proved to me on the basis of satisfactory
ApLE1r j.Olt evidence
�0 154"10 to be the
pow�.c�� person(s) whose name(s) is/are
fauire�oid w cou* subscribed to the within instrument and
=• h- acknowledged to me that ire/they executed
the same in hisMer/their authorized
capacity(ies), and that by his/her/their
signature(s)on the instrument the person(s), or
the entity upon behalf of which the person(s)
acted, executed the instrument.
W SS y hand and of I se I.
Place Notary Seal Above s or
OPTIONAL
Though the information below is not required by law,it may prove valuable to persons relying on the document
and could prevent fraudulent removal and reattachment of this form to another document.
Description of Attached Document
Title or Type of Document:{C DYll�� 70 T "To Ns -(1 jl�Ml, -�'T .PhayE yl(�N T
Document Date: 7 E ( b
Number of Pages:
Signet(s)Other Than Named Above:
CapacitAies) Claimed by Signer
Signer's Nan%s:
❑ Individual
❑ Corporate Officer—Title(s): T0P of t" 'here
❑ Partner—❑Limited ❑General
❑ Attorney in Fact
❑ Trustee
❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
0 1999 National Naary A"00ation-9350 Do Sao Ave..P.O.Box 2402.Oha*%uM.CA 913132402•wwwmtlona0oWy.arq Prod.No.5907 Roorder:C84 TO"Me 1.800.87&8827