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Home My WebLink AboutGrain To Green Inc; 2001-01-17;ASSIGNMENT AND ASSUMPTION AGREEMENT Public Parking Spaces Lease Agreement (Carlsbad Village Microbrewery and Public House/Pizza Port) THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment Agreement”) is made and entered into this 17th day of January , 2001 by and between the CITY OF CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION, a municipal corporation of the State of California, (“Agency”), and GRAIN TO GREEN INC., a California Limited Partnership (“Assignee”), and is made with reference to the following facts: RECITALS A. On June 13, 1995, the Agency and Carlsbad Village Microbrewery and Public House entered into that certain Public Parking Spaces Lease Agreement concerning the lease of a total of seven (07) public parking spaces from the Agency on property located at 630 and 632 Carlsbad Village Drive and 2970/76/92 Roosevelt Street to satisfy a portion of the parking requirements for the restaurant business, (the “Agreement”). B. Paragraph 12.7 of the Agreement allows for successors and assigns to be bound and benefit by the Agreement upon written approval of the Agency. C. Assignee is the successor in interest to Carlsbad Village Microbrewery and Public House and desires to accept assignment of Carlsbad Village Microbrewery and Public House’s interest in the Agreement; and Agency consents to the assignment of the interest in the Agreement from Carlsbad Village Microbrewery and Public House to Assignee. -1 - rev. l/28/00 NOW THEREFORE, incorporating the above recitals and in consideration of the covenants and obligations set forth herein, the parties hereto agree as follows: 1. Assumption. Assignee hereby assumes all of Carlsbad Village Microbrewery and Public House’s rights and obligations as set forth in the Agreement. 2. Aqencv Consent. Agency hereby agrees and consents to the assumption of all of Carlsbad Village Microbrewery and Public House’s rights and obligations as set forth in the Agreement by Assignee. 3. General Terms and Conditions. The following general terms and conditions shall apply to this Assignment Agreement. 3.1 Hold Harmless. In addition to the hold harmless provisions contained within the Agreement and except as to the sole negligence, or willful misconduct of Agency, Assignee shall defend, indemnify and hold the Agency, its officers and employees, harmless from any and all loss, damage, claim for damage, liability, expense or cost, including attorney’s fees, which arises out of or is in any way connected with this Assignment Agreement, notwithstanding that Agency may have benefited from this Assignment Agreement. This hold harmless provision shall apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Assignee. The parties expressly agree that this section shall survive the expiration or early termination of this Agreement. 3.2. Counterparts. This Assignment Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. rev. l/28/00 -2 - 3.3. Successors and Assians. It is mutually understood and agreed that this Assignment Agreement shall be binding upon Agency and Assignee and their respective successors. Neither this Assignment Agreement or any part hereof nor any monies due or to become due hereunder may be assigned by Assignee without the prior consent of Agency. 3.4. Governinq Law. This Assignment Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of California. 3.5. Venue. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Assignment Agreement shall be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county. 3.6. Notices. Service of any notices, bills, invoices or other documents required or permitted under this Assignment Agreement shall be sufficient if sent by one party to the other by United States mail, postage prepaid and addressed as follows: Agency: Carlsbad Redevelopment Agency C/O Finance Department 1635 Faraday Avenue Carlsbad, Ca. 92009 Assignee: Grain to Green, Inc. (Pizza Port C/O Vince Marsaglia P.O. Box 1697 Carlsbad, Ca. 92018-l 697 3.7. Nondiscrimination. During the term of this Assignment Agreement, the rev. l/28/00 -3 - parties shall comply with the state and federal laws regarding non-discrimination. 3.8 Authority. The parties executing this Assignment Agreement on behalf of Agency and Assignee each represent and warrant that they have the legal power, right and actual authority to bind the Agency and Assignee, respectively, to the terms and conditions hereof. 3.9 Severability. Each provision, term, condition, covenant, and/or restriction, in whole and in part, in this Assignment Agreement shall be considered severable. In the event any provision, term, condition, covenant, and /or restriction, in whole and in part, in this Assignment Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Assignment Agreement and shall not affect any other provision, term, condition, covenant, and/or restriction, of this Assignment Agreement and the remainder of this Assignment Agreement shall continue in full force and effect. 3.10 Effective Date. This Assignment Agreement shall be effective upon the date and year first above written. rev. l/28/00 -4 - ASSIGNEE: GRAIN TO GREEN, INC., A C~LIFO’RNIA C0RP0RATIQN 1 ; . ~~~~~~s ,, By: gg& c&7c~jL.+yL? d&&i ~d57vj (print name/title) / I - I/ yv - mA?iDJ? A. LEWIS, CHAIRPERSON ATTEST: (Proper notarial acknowledgment of execution by Contractor must be attached. Chaiman, president or vice-p+sident and secretary, assistant secretary, CFO or assistant treasurer must sign for corporatidns. Othen;vise, the corporation must attach a resolution certified by the secretary or assistant sechtary under corporate seal empowering the offker(s) signing to bind rhe corporation.) APPROVED AS TO FORM: RONALD R. P ALL, City Attorqey BY: --. ._--.-- + . I- /3/(3 1 --- 1-_1- .----- Lkputy ‘ity Attorney rev. l/28/00 -5 - - . - CALIFORNIA ALL-PURFJOSE CERTIFICATE OF ACKNOWLEDGMENT /I State of bhpt~~~ county of *m On d~fa /G+ ?& before me, me I Name, tihe - e.g., John Doe, Notary Public personally appeared y- &i@f && A&4 V& ~s&tl&v- Name(s) of Signers(s) CI Personally known to me Q& p Proved to me on the basis of satisfactory evidence to be the perso & hose name(s) $/are subscribed to the within instrument and acknowledged to me that h@$e/they executed the same in&/$er/their authorized capacity(ies), and that by l-&/ signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) executed the instrument. Witnes~~~~~ -. OPTIONAL The data below is not required by IQw, however it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. SIGNATURE AUTHORITY OF SIGNER: Li lNDMDuAL fl CORPORATE OFFICER(S) i.J&l?& t-w Title(s) m PARTNER PLAITED Cs GENERAL Ci ATTORNEY-IN-FACT Q TRUSTEE(S) Q GUARDLWKONSERVATOR Q @HER: DESCRIPTION OF ATTACHED DOCUMENT k-%IMAvd ysLukofT;rl B-4 TITLE OR TYPE OF DOCUMENT e NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE: NAME(S) OF PERSON(S) OR ENTITY(JES) SIGNER IS REPRESJMWX