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HomeMy WebLinkAboutAGMT - Zoeter Place,LLC & Rodi Properties (Assignment of Purchase Rights & Escrow) h ' ` ' • II ,r ASSIGNMENT AND ASSUMPTION OF PURCHASE RIGHTS AND ESCROW AND CONSENT TO ASSIGNMENT This Assignment and Assumption of Purchase Rights and Escrow and Consent to Assignment (this "Assignment ") is made and entered into as of this 71 day of November, 2005, by and among RODI PROPERTIES, LLC, a California Limited Liability Company ( "Assignor "), ZOETER PLACE, LLC, a California Limited Liability Company ( "Assignee "), and the REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH, a public body, corporate and politic ( "Agency"). RECITALS A. Assignor is the successor Lessee under that certain Master Lease dated as of November 30, 1987, as amended (the "Lease "), by and between Assignor and Agency, with respect to that certain real property commonly known as and by the street address of 1190 &1198 Pacific Coast Highway, Seal Beach, CA 90740 (the "Real Property "). A copy of the Lease (including copies of all amendments) is attached hereto and incorporated herein by this reference. B. Pursuant to Section 5 of the Third Amendment to Master Lease dated March 28, 1996 (the "Third Amendment "), a copy of which is attached hereto as part of the Lease, Assignor has the right to acquire the Agency's interest in the Real Property (the "Purchase Right ") and Escrow Number 25115140MA (the "Escrow ") at Stewart Title Company has been established regarding the sale of the Real Property. C. Assignor desires to assign to Assignee all of Assignor's rights, title and interest in and to (i) the Purchase Right under the Third Amendment and (ii) the Escrow; and Assignee desires to accept such assignment and assume all obligations of Assignor regarding the Purchase Right and the Escrow, subject to the terms and conditions set forth below. D. Agency desires to consent to the assignment by Assignor of Assignor's rights regarding the Purchase Right and the Escrow to Assignee subject to the terms and conditions set forth below. AGREEMENTS NOW, THEREFORE, in consideration of the mutual covenants and upon the conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor, Assignee and Agency hereby consent and agree as follows: 1. Effective Date. The "Effective Date" is defined to be November 2005. 2. Assignment. Effective on the Effective Date, Assignor hereby assigns, sells, transfers, grants, delivers and conveys to Assignee all of Assignor's right, title, obligation and interest in, to and under the Purchase Right and the Escrow. 3. Assumption and Acceptance. Upon the Effective Date, Assignee hereby accepts said assignment, transfer and conveyance and assumes and agrees to keep, perform and be bound by all of the terms, covenants, conditions and obligations which are required to be performed by Assignor under the Purchase Right and the Escrow. 297248.2 .� • • 4. Consent to Assignment and Assumption. Agency hereby consents to the assignment to Assignee of the Purchase Right and the Escrow by Assignor and the assumption of Assignor's obligations under the Purchase Right and the Escrow by Assignee, in accordance with this Assignment. 5. Modification. No modification, waiver, amendment, discharge or change of this Assignment shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge or change is or may be sought. 6. Authority. Each individual executing this agreement on behalf of an entity represents that he or she is authorized to execute and deliver this Assignment on behalf of such entity and agrees to deliver evidence of his or her authority to any other party upon request. 7. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the parties hereto, their successors in interest and assigns. 8. Attorneys' Fees. If any party hereto commences an action, suit or other proceeding concerning the negotiation, interpretation, validity, performance or breach of this Agreement, the prevailing party shall recover all of such party's reasonable attorneys' fees and costs incurred in each such action, suit, or other proceeding, including any and all appeals or petitions relating thereto. 9. Governing Law. This Assignment shall be governed by, and construed and enforced in accordance with, the laws of the State of California. 10. Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Assignment. IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the date first above written. ASSIGNOR: RODI PROPERTIES, LLC, a California limited liability company By: tX."-^". ( .- \ / I ASSIGNEE: ZOETER PLACE, LLC, a California limited liabilit company By: Its: AGENCY: REDEVELOPMENT AGENCY OF THE CITY OF SEAL BEACH, a public entity, corporate and politic By: Print Name: Title: 297248.2 2 • 4. Consent to Assignment and Assumption. Agency hereby consents to the assignment to Assignee of the Purchase Right and the Escrow by Assignor and the assumption of Assignor's obligations under the Purchase Right and the Escrow by Assignee, in accordance with this Assignment. 5. Modification. No modification, waiver, amendment, discharge or change of this Assignment shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge or change is or may be sought. 6. Authority. Each individual executing this agreement on behalf of an entity represents that he or she is authorized to execute and deliver this Assignment on behalf of such entity and agrees to deliver evidence of his or her authority to any other party upon request. 7. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the parties hereto, their successors in interest and assigns. 8. Attorneys' Fees. If any party hereto commences an action, suit or other proceeding concerning the negotiation, interpretation, validity, performance or breach of this Agreement, the prevailing party shall recover all of such party's reasonable attorneys' fees and costs incurred in each such action, suit, or other proceeding, including any and all appeals or petitions relating thereto. 9. Governing Law. This Assignment shall be governed by, and construed and enforced in accordance with, the laws of the State of California. 10. Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Assignment. IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the date first above written. ASSIGNOR: RODI PROPERTIES, LLC, a California limited liability company By: Its: ASSIGNEE: ZOETER PLACE, LLC, • a California limited liability company By: Its: AGENCY: REDEVELOP NT AGENCY OF THE CITY OF SEAL BE public e 'ty, corporate and politic • By: Prin e: .oh n B• 4ahers/c< Title: 5xeccc iy t/ e/ 297248 2 2 • • 912222268 EXHIBIT "A" LEGAL DESCRIPTION The land referred to herein is situated in the State of California, County of ORANGE, City of CITY OF SEAL BEACH, described as follows : Parcel A: Parcel 1 of Parcel Map No. 87-131 , in the City of Seal Beach, County of Orange, State of California, as per map filed in Book 233 , pages 15 , 16 and 17 of Parcel Maps, in the office of the county recorder of said county. Parcel B : An easement for parking purposes over the northerly 45 feet of the easterly 182 . 50 feet of Parcel 2 of Parcel Map No . 87-131, in the City of Seal Beach, County of Orange, State of California, as per map filed in Book 233 , pages 15, 16 and 17 of Parcel Maps, in the office of the county recorder of said county. Subject to the terms and conditions of that certain Lease by and between The City of Seal Beach, a municipal corporation, as tenant and The Los Alamitos Unified School District , as landlord dated January 1 , 1987 . End of Legal Description