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HomeMy WebLinkAboutContracts & Agreements_DDA-4-87 ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT THIS ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT ( this "Agreement" ) is made and entered into as of the 28th day of MARCH ► 1988, by and between REDLANDS FINANCIAL SERVICES, INC. , a California corporation ( "RFS") , H.G.H. PROPERTIES, a California Limited Partnership ( "H.G.H. " ) and THE REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS ( "the Agency" ) a public body corporate and politic. RECITALS A. The Agency has heretofore entered into that certain "Redevelopment Disposition and Development Agreement (Redlands Park Plaza Project) dated April 7, 1987, by and between the Agency and H.G.H. as the "Redeveloper" thereunder . Said Agreement is hereinafter referred to as the "Redevelopment Agreement" . The "real property which is the subject of the Redevelopment Agreement is referred to therein and in this Agreement as the "Site" . B. H.G.H. desires to assign to RFS all of its right, title and interest in and to the Redevelopment Agreement and the Site and RFS desires to accept such assignment C. The Redevelopment Agreement provides that the "Redeveloper" thereunder shall not assign all or any part of the Redevelopment Agreement or the Site without the prior written approval of the Agency. D. The purposes of this Agreement are to evidence ( i ) the assignment by H.G.H. of all its right, title and interest in and to the Redevelopment Agreement to RFS; ( ii ) the approval by the Agency of the sale by H.G.H. to RFS of the Site and the assignment of the Redevelopment Agreement; and ( iii ) the assumption and acceptance by RFS of all obligations under the Redevelopment Agreement . NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows: 1. H.G.H. hereby assigns to RFS all of H.G.H. ' s right, title and interest in and to the Redevelopment Agreement and RFS hereby agrees to accept such assignment and to assume all of the rights and obligations of the Redeveloper under the Redevelopment Agreement with respect to the Site upon the conveyance to RFS by H.G.H. of the Site. RFS further agrees to keep and perform all covenants, conditions and provisions of the Redevelopment Agreement which are applicable to the ownership, development and use of the Site, including but not limited to, the Scope of Development (Exhibit "E" ) and the Schedule of Performance (Exhibit "C" ) , as amended from time to time. 2. RFS acknowledges and agrees that the Agency among its other rights has the right to reenter, repossess, terminate and revest the Site pursuant to Section 7. 4 of the Redevelopment Agreement. 3. RFS hereby represents and warrants to the Agency that its purchase of the Site from H.G.H. and the redevelopment of the Site is being done in conjunction with the development of the Site and not for the purpose of speculation in land holdings. 4 . RFS hereby represents and warrants to the Agency that RFS is a financially responsible entity with the requisite experience and ability to develop and operate the improvements contemplated by the Agreement and the Scope of Development for the Site. 5. The Agency hereby consents to the assignment by H.G.H. to RFS of all H.G.H. ' s right, title and interest in, to and under the Redevelopment Agreement, including, but not limited to, all rights and entitlements which have accrued or shall hereafter accrue in favor of the "Redeveloper" under the Redevelopment Agreement, and the assumption by RFS of all of the obligations and responsibilities of the "Redeveloper" thereunder . The foregoing consent of the Agency and any obligations of RFS under the Redevelopment Agreement shall be effective upon the conveyance of the Site from H.G.H. to RFS, or if such conveyance has already occurred, upon the execution of this Agreement by all parties ( "effective date" ) . 6. RFS and the Agency acknowledge and agree that upon the effective date of this Agreement RFS will deposit with the Agency the good faith deposit in the form and amount required by Section 3.6 of the Redevelopment Agreement, as amended, and that the Agency shall retain and use such good faith deposit in accordance with said Section 3.6 . 7 . The Agency hereby acknowledges and agrees that this Agreement, the representations and warranties set forth herein, and all rights and obligations of the parties accruing hereunder shall not become effective prior to the conveyance of the Site from H.G.H. to RFS 8. The Agency hereby represents and warrants to H.G.H. and RFS the following. -2- (a) The Agency has the full legal right, power and authority to enter into this Agreement, to carry out its obligations, and to carry out and consummate all of the transactions contemplated hereby. (b) The execution and delivery of this Agreement by the Agency is not in violation of any provision of law, any order of any court or other agency of government, or any agreement to which the Agency is now a party. By proper action, the Agency has duly authorized the execution and delivery and due performance of this Agreement. 9. H.G.H. hereby represents and warrants to the Agency and RFS the followings (a) H.G.H. is a limited partnership, duly authorized and existing under the laws of the State of California. H.G.H. has full legal right, power and authority to enter into this Agreement, to carry out its obligations, and to carry out and consummate all of the transactions contemplated hereby; and (b) Execution and delivery of this Agreement by H.G.H. is not in violation of any provision of law, any order of any court or other agency of government, or any agreement to which H.G.H. is now a party. By proper action, H.G.H. has duly authorized the execution, delivery and due performance of this Agreement . 10 . RFS hereby represents and warrants to the Agency and H.G.H. the following: (a) RFS is a corporation duly organized and existing under the laws of the State of California. RFS has full legal right, power and authority to enter into this Agreement, to carry out its obligations hereunder, and to carry out and consummate all other transactions contemplated hereby; and (b) Execution and delivery of this Agreement by RFS is not in violation of any provision of law, any order of any court or other agency of government, or any agreement to which RFS is now a party. By proper action, RFS has duly authorized the execution and delivery and due performance of this Agreement . 11. This Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective legal representatives, successors and assigns. 12. In the event of any controversy, claim or dispute between the parties hereto, arising out of or relating to this Agreement or the breach thereof, the prevailing party shall be entitled to recover from the other party or parties reasonable expenses, attorneys ' fees and costs. -3- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. H.G.H. PROPERTIES, a California limited partnership ILIBy: Gefieral /Paitner By: General tner By: Geeeral Partner REDLANDS FINANCIAL SERVICES CORPORATION, a California corporation By: OA - Presidenk By: Secreta REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS By: By: ATTEST: -4- DE01079/03/22/88/S