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HomeMy WebLinkAboutContracts & Agreements_17-2026ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (this "Assignment") is made and entered into as of , 2026, by and between City of Redlands, a California municipal corporation ("Assignor") and Christopher Collinsworth, an individual ("Assignee"), with reference to the following: A. Assignor is a party a Settlement and Release Agreement, dated on or about October 14, 2025, which provides Assignor with an option to purchase real estate (the "Option Right") that is located at and commonly known as 611-721 West Redlands Boulevard, Redlands, California 92373, San Bernardino County, California (the "Property"). B. Assignee desires to purchase the Property. C. Assignor desires by this Assignment to assign the Option Right to Assignee. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions contained herein, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby agree as follows: 1. The Option Right. To exercise the Option Right, Assignee must purchase the Property in accordance with a Purchase Sale Agreement with Assignment of Rights and Escrow Instructions (the "Purchase Sale Agreement"), executed on or about the same date of this Assignment. The Purchase Sale Agreement provides for a purchase price of Three Million Four Hundred Thousand Dollars and Zero Cents ($3,400,000.00) (the "Purchase Price"), among other terms and conditions for the sale of the Property to Assignee. The Purchase Price shall be paid as follows: a. Assignor will contribute One Million Eight Hundred Thousand Dollars ($1,800,000.00) towards the Purchase Price due under the Purchase Sale Agreement, plus escrow costs not to exceed Twenty Thousand Dollars ($20,000.00) (collectively, (the "Purchase Money Funds"), subject to Assignor's approval of a closing statement from escrow. Assignor's agreement to pay for escrow costs as provided for herein is limited to the cost of a standard CLTA policy of title insurance, and Assignee shall pay the costs of any extended coverage or endorsements. b. Assignee will contribute One Million Six Hundred Thousand Dollars ($1,600,000.00) ("Assignee's Contribution") towards the Purchase Price, plus all escrow costs and fees required by the Buyer, as provided for under the Purchase Sale Agreement. 2. Disbursement of Assignor's Purchase Money Funds. The Purchase Money Funds shall be deposited by Assignor to escrow, and disbursed for purchase of the Property, subject to 17942.00174\44552131.3 the satisfaction of the following conditions. a. The Buyer and Seller shall have each provided written confirmation to the Assignor and Escrow Officer, in accordance with the Purchase Sale Agreement, that Buyer and Seller elect to proceed to Closing for a transfer of the Property from Seller to Buyer; b. Seller and Buyer shall not be in default of the Purchase Sale Agreement; c. Assignor shall have not less than five, (5) business days from the date of written confirmation set forth in sub -paragraph (a) to deposit the Purchase Money Funds into Escrow; and, d. The Purchase Money Funds shall only be disbursed upon Closing and, if the Closing does not occur within ten (10) business days from the deposit into Escrow, the Purchase Money Funds shall be returned to the Assignor in their entirety, without offset or deduction. Assignment of Interests. Assignor hereby assigns and transfers to Assignee the Option Right. 4. Assumption of Obligations. Assignee hereby accepts the Option Right, and Assignee hereby assumes all duties and obligations of Buyer under the Purchase Sale Agreement. Limitation of Remedies; Waiver; Release. a. Assignee agrees and acknowledges that the sole and exclusive remedy for a breach of the obligations under this Assignment shall be an action to require payment of the Purchase Money Funds for purposes set forth in the Purchase Sale Agreement, and that Assignor is not the seller of the Property and shall have no liability to Assignee for any claims or damages which arise from or relate to the Purchase Sale Agreement, except to the extent for the obligations set forth herein. Assignee acknowledges and agrees that it is waiving the right to conduct certain investigations or due diligence activities with respect to the purchase of the Property and that Assignee has not relied. on any statements, representations, or information provided by the Assignor or the Seller in connection with the Property, and neither the Assignor nor the Seller has provided any representations or warranties about the Property, any condition of the Property, any matter affecting the Property, or the Property's usefulness for any particular purpose, and that Assignee agrees and covenants not to pursue any claim against the Assignor or the Seller regarding the Property, the condition of the Property, or any matters affecting the Property, except to the extent limited by law for gross negligence or willful misconduct by the Assignor or the Seller, respectively. b. Assignee hereby waives, releases, and relinquishes any and all remedies and recourse for any claims or damages that relate to or arise from this Assignment, except for the limited purposes set forth in sub -paragraph (a) above. Assignee hereby agrees and represents that Assignee does not presently have any claims, allegations, or demands against Assignor, and represents that Assignee will make no claims, allegations, or demands, against Assignor, except for claims or demands for violation of Assignor's obligation to provide the Purchase Money Funds under this Assignment. Assignee specifically disclaims, waives, and relinquishes any claims, allegations, or demands that relate to or arise from Assignee's status as a public entity. Assignee 17942.00174\445 5213 1.3 agrees that this is a negotiated agreement between the parties hereto. Assignee intends that this release shall be a full and final settlement of and bar to any and all claims and/or causes of action arising against Assignee, except to the extent such claim or cause of action is based on a breach of Assignor's obligations hereunder and is limited to an order for payment of the Purchase Money Funds as required by the Purchase Sale Agreement, except to the extent required by law for Assignee's negligence or willful misconduct. In connection with the release made herein, Assignee acknowledges Assignee may hereafter discover facts different from or in addition to the facts which Assignee may know or believe to be true with respect to the Property or the Purchase Sale Agreement, but that Assignee intends to hereby fully and forever settle all disputes with Assignor regarding the Property. In furtherance of such intention, the release given herein shall be and remain in effect as a full and complete release, notwithstanding discovery of any such different or additional facts. C. Assignee acknowledges it has been informed of and is familiar with the provisions of Civil Code section 1542, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY. ASSIGNEE'S INITIALS: 6. Indemnity. Assignee agrees to defend (with counsel reasonably acceptable to the Assignor), indemnify, and hold harmless the Assignor for any and all claims, actions, damages, liabilities, or other losses arising from or relating to the Property or this Agreement, except to the extent required by law for the Assignor's negligence or willful misconduct. General. a. References to the Assignor. Unless otherwise provided in this Agreement, all references to the Assignor include the Assignor, its officers, employees, contractors, representatives, or other agents. b. Invalidity of Provision. If any provision of this Agreement as applied to either Party or to any circumstance shall be adjudged by a court of competent jurisdiction to be void or unenforceable for any reason, the same shall in no way affect (to the maximum extent permissible by law) any other provision of this Agreement, the application of any such provision under circumstances different from those adjudicated by the court, or the validity or enforceability of this Agreement as a whole. C. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and to be performed in California. 17942.00174\44552131.3 d. Time. Time is of the essence in the performance of the Parties' respective obligations under this Agreement. e. Interpretation. This Agreement has been negotiated at arm's length and between persons (or their representatives) sophisticated and Imowledgeable in the matters dealt with in this Agreement. Accordingly, any rule of law (including California Civil Code § 1654 and any successor statute) or legal decision that would require interpretation of any ambiguities against the party that has drafted it is not applicable and is waived. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the purpose of the parties and this Agreement. f. Attorneys' Fees. In the event of any legal or equitable proceeding to enforce any of the terms or conditions of this Agreement, or any alleged disputes, breaches, defaults or misrepresentations in connection with any provision of this Agreement, each Party shall bear its own attorneys' fees and costs. g. Assignment. No Party shall assign any rights or benefits under this Agreement without the written consent of the other Party. h. No Third -Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the Parties hereto, nor is anything in this Agreement intended to relieve or discharge any obligation of any third person to any Party hereto or give any third person any right of subrogation or action over against any Party to this Agreement. i. Counterparts/Facsimile/PDF Signatures. This Agreement may be executed in counterparts and when so executed by the Parties, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument that shall be binding upon the Parties, notwithstanding that the Parties may not be signatories to the same counterpart or counterparts. The Parties may integrate their respective counterparts by attaching the signature pages of each separate counterpart to a single counterpart. Signatures transmitted by email in portable document format and signatures electronically signed in accordance with the Uniform Electronic Transaction Act (UETA) or the substantive equivalent of the UETA, as adopted in the State of California, and with the United States ESIGN Act shall have the same effect as the delivery of original signatures and shall be binding upon and enforceable against the Parties hereto as if such transmittal were an original executed counterpart. The Parties intend to be bound by signatures provided electronically in accordance with this paragraph, are aware that each other Party will rely on the electronic signatures, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the form of signature. j. Venue. In the event that suit is brought by either Party to this Agreement, the Parties agree that venue must be exclusively vested in the state courts of the County of San Bernardino, or if federal jurisdiction is appropriate, exclusively in the United States District Court within the district embracing the County of San Bernardino. 1794100 1 74\4455213 1.3 IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the date above. SIGNATURES ON FOLLOWING PAGE 17942.00174144552131.3 ASSIGNOR: City of Redlands, a California municipal corat ' zorp�� By: M IkRI O 3 PFLA CEP o Its: MAyD(Z Date: — 2-17" 2, 17942 M 174144552131.3 ASSIGNEE: Christopher Collinsworth, individual (�Af / 6 1�— Date: _. Z% 1- W 2 W