HomeMy WebLinkAboutContract 1560-2 e _ icu9
ASSIGNMENT OF PROPERTY TRANSFER AGREEMENT
THIS ASSIGNMENT OF PROPERTY TRANSFER AGREEMENT ("Assignment") is
entered into effective the 18th day of November, 2014 ("Effective Date"), by and among
THERMAL LAND, LLC, a California Corporation (" si "), SAXONY LIVING, LP, a
California limited partnership ("Assignee"), and CITY OF CATHEDRAL CITY SOLELY IN
ITS ROLE AS THE SUCCESSOR HOUSING AGENCY TO THE FORMER
REDEVELOPMENT AGENCY OF THE CITY OF CATHEDRAL CITY, a California
municipal corporation located in the County of Riverside, State of California (the "City").
Assignor,Assignee and the City together sometimes hereinafter referred to as the"Parties."
RECITALS
WHEREAS, on or about August 28, 2013 Assignor and the City executed the Property
Transfer Agreement and Escrow Instructions ("Assigned Agreement"), in which the City agreed
to sell Assignor parcels of real property (APN 687-196-001 through 006, and 687-198-001
through 006) located in the City of Cathedral City, California, more commonly known as the
Southeast Corner of East Palm Canyon Drive and West Buddy Rogers Avenue, Cathedral City,
California, 92234 (the"Property"); and
WHEREAS, Assignor agreed to purchase the Property from the City for an amount
equal to Four Hundred and Fifty Thousand Dollars ($450,000.00) (the "Purchase Price") and,
upon all of the terms and conditions set forth in the Assigned Agreement, to develop a Sixty-
Nine (69) unit apartment building, which includes Five (5) ground floor retail units, with a total
rentable area of Eighty-Seven Thousand Nine Hundred Ninety-Five (87,995) square feet (the
"Project"); and
WHEREAS, the Project contemplated in the Assigned Agreement has not yet
commenced; and
WHEREAS, Assignor has found Assignee, who has the apparent ability to complete the
Project in the Assigned Agreement; and
WHEREAS, it appears to all Parties that it is in their best interest to assign the Project
and the Assigned Agreement to Assignee; and
WHEREAS, Assignor desires to assign all its rights and interests under the Assigned
Agreement to Assignee, and Assignee hereby accepts such assignment and agrees to assume all
of Assignor's obligations and duties and be bound by the terms of the Assigned Agreement; and
WHEREAS, as of the Effective Date, Assignor waives all right, title and interest in the
Assigned Agreement, the project and any ancillary documents or agreements associated with the
Assigned Agreement; and
WHEREAS, as of the Effective Date, Assignee assumes and agrees to perform all of the
obligations, covenants and liabilities contained in the Assignment and the Assigned Agreement;
and
1 ORIGINAL
WHEREAS, Section 9 and Section 17 of the Assigned Agreement provides that
Assignor shall not assign its rights and obligations under the Assigned Agreement except upon
the issuance of the Notice of Completion by the City or upon prior written approval from the
City; and
WHEREAS, City Manager, Charles McClendon, on behalf of the City, approves of the
terms and conditions of this Assignment; and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties agree to be bound by the promises, covenants and
obligations contained in this Assignment, each of them acknowledging the sufficiency of the
consideration given to it.
TERMS AND CONDITIONS
Section 1. RECITALS
The Recitals set forth above are true and correct and are hereby incorporated into this
Assignment by this reference, as though set forth in full herein.
Section 2. ASSIGNMENT
Assignor does hereby transfer and assign unto Assignee all of Assignor's rights, title, and
interests under the Assigned Agreement as of the Effective Date.
Section 3. ASSUMPTION
Assignee assumes and agrees to perform all of the obligations, covenants and liabilities
contained in the Assigned Agreement, as of the Effective Date, and agrees to perform and satisfy
all the terms and conditions of the Assigned Agreement to the same extent as though Assignee
had originally been named as a party thereto.
Section 4. RELEASE OF ASSIGNOR BY CITY
The City agrees that it shall release Assignor from claims or damages of any kind
whatsoever against Assignor under the Assigned Agreement.
Section 5. RELEASE OF CITY BY ASSIGNOR
The Assignor agrees that it shall release City from negotiations, ancillary documents,
processing, and any other act or omission in connection with the Project or the Assigned
Agreement.
Section 6. ASSIGNMENT OF MONETARY RIGHTS
Assignor does hereby transfer and assign unto Assignee any and all fees, costs,
reimbursements, or other monetary rights, paid by Assignor or to be paid to Assignor, in
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connection with the Project and/or the Assigned Agreement as of the Effective Date. The City
hereby consents to said assignment.
Section 7. CONTINUED EFFECTIVENESS
All terms, conditions and covenants under the Assigned Agreement shall remain in effect
with respect to Assignee, subject to any subsequent amendments which may be approved by the
City, as appropriate.
Section 8. SUCCESSORS AND ASSIGNS
This Assignment shall be binding on and inure to the benefit of Assignor and Assignee
and their respective successors and assigns.
Section 9. MODIFICATIONS AND AMENDMENTS
This Assignment may be modified or amended only by a written document executed by
the Parties.
Section 10. GOVERNING LAW AND VENUE
The laws of the State of California shall govern this Assignment and all matters relating
to it and any action brought relating to this Assignment shall be held exclusively in a state court
in the County of Riverside.
Section 11. NOTICE
a. Any notice to be provided pursuant to this Assignment shall be in writing, and all
such notices shall be delivered by personal service or by deposit in the United States mail,
certified or registered, return receipt requested, with postage prepaid, and addressed to the parties
as follows:
To Assignor: Thermal Land, LLC
78-265 Country Club Dr.
Bermuda Dunes, CA 92203
Telephone: 760-218-0840
Attn: Charlie Knickerbocker
To Assignee: Saxony Living, LP
74-399 Hwy 111, Suite C
Palm Desert, CA 92260
Telephone: 760-568-1222
Facsimile: 760-565-6646
Attn: Martin Dolemo
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ORIGINAL
To the City: City of Cathedral City
68700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Phone: (760) 770-0372
Facsimile: (760) 770-0399
Attn: Charles McClendon
With a copy to: Green de Bortnowsky, LLP
23801 Calabasas Rd., Ste. 1015
Calabasas, CA 91302
Phone: (818) 704-0195
Facsimile: (818) 704-4729
Attn: Charles R. Green
b. Notices, payments and other documents shall be deemed delivered upon receipt
by personal service or as of the second(2nd) day after deposit in the United States mail.
Section 12. COUNTERPARTS
This Assignment may be executed in several counterparts, each of which shall constitute
one and the same instrument and shall become binding upon the Parties when at least one copy
hereof shall have been signed by the Parties hereto. In approving this Assignment, it shall not be
necessary to produce or account for more than one such counterpart.
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4 ORIGINAL
IN WITNESS WHEREOF, the Parties have executed this Assignment as of the date first
written above,with the City's execution hereof to serve as the City's consent to the Assignment.
THERMAL LAND,LLC SAXONY LIVING,LP, a California limited
(Assignor) partnership
(Assignee)
de By: J.L.J.Management,L.L.C.,
Charlie Knickerb ,Manager a Delaware limited liability company
its general partner
By:
Name: Martin Dolemo
Title: Manager
CITY OF CATHEDRAL CITY
(City)
era-c-k,4-4 . _ _
Charles McClendon, City Manager
ATTEST:
091/L 1 t L 02f �
Tracey Marttiez, City Clerk
APPROVED AS TO FORM:
d I.a//
Charles R. Green, City Attorney
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