HomeMy WebLinkAboutContracts & Agreements_189-2012_CCv0001-2.pdf ASSIGNMENT AND ASSUMPTION
OF
AGREEMENT
This Assignment and Assumption of Agreement (this "Assignment") is made and entered
into effective on the date set forth below, by and among HOWARD INDUSTRIAL PARTNERS
LLC,a California limited liabilitv company("Assignor"), and PROLOGIS, L.P. , a Delaware
limited partnership ("Assignee").
Recitals:
A. Assignor and the City of Redlands, a municipal corporation and general law city,
previously entered into that certain Conditional Property Disposition Agreement dated as of
October 18, 2011 (as amended, the "CPDA-).
B. Assignor now desires to assign and Assignee desires to assume all right,title and
interest under the CPDA, and,to the extent assignable, all Development Approvals as defined in
that certain Agreement for Assignment of CPDA dated June 27,2012 between Assignor and
Assignee (as amended,the"Agreement for Assignment"),
NOW,THEREFORE, in consideration of these recitals which are hereby incorporated
herein, and of the mutual covenants herein set forth, and other good and valuable consideration, the
receipt of which is hereby acknowledged, it is agreed as follows:
1. Assignment By Assignor. Assignor hereby assigns to Assignee all right,title, and
interest in,to, and under the CPDA, and under all Development Approvals (as defined in the
Agreement for Assignment)to the full extent the Development Approvals are assignable.
I
Acceptance and Assumption. Assignee hereby accepts the foregoing assignment
and agrees to assume and be primarily liable for all of Assignor's obligations under the CPDA
arising from and after the Closing. Assignor shall be liable for all of Assignor's obligations under
the CPDA arising on or prior to the Closing, but in no event shall be responsible for any cost
associated with obtaining development permits.
3. Successors and Assigns. This Assignment shall be binding upon and inure to the
benefit of Assignor and Assignee and their respective successors and assigns.
4Counterparts. , each of which
This Assignment may be executed in counterparts.
shall be deemed an original, and all of which when affixed together shall constitute but one and the
same instrument. Signatures exchanged by facsimile or electronic mail shall be deemed original
signatures for all purposes.
5. Agreement for Assignment of CPDA. This Agreement is subject to the terms and
conditions of the Agreement for Assignment.
3099318A
IN WITNESS WHEREOF,the parties have duly executed this Assignment,which is
effective as of September 2012.
"ASSIGNOR"
HOWARD INDUSTRIAL PARTNERS LLC,
a California limited o liability'ny pany
0
By:
ar
Timothy and
i d
Its Sole ember
"ASSIGNEE"
PROLOGIS, L.P.,
a Delaware limited partnership
By: Prologis Inc., a Maryland corporation, its general partner
By:
Anne Laplace
First Vice President
1099318-1
IN WITNESS WHEREOF, the parties have duly executed this Assignment, which is
effective as of September 2012.
"ASSIGNOR"
HOWARD INDUSTRIAL PARTNERS LLC,
a California limited liability company
By:
Timothy L. Howard
Its:
"ASSIGNEE"
PROLOGIS, L.P.,
a Delaware limited partnership
By: Prologis c., a Maryland corporation, its general partner
By-, h,-
Anne LaPlace
First Vice President
3099318A