HomeMy WebLinkAboutHawthorne, James T & Dorothy L; 2010-03-02;ASSIGNMENT AGREEMENT
This Assignment Agreement (AAgreement®) is entered into as of
2010 (the AEffective Date®), by and between JAMES T.
HAWTHORNE AND DOROTHY L. HAWTHORNE, TRUSTEES OF THE HAWTHORNE
FAMILY TRUST DATED MARCH 10, 1989, (collectively, the AAssignor®) and THE
CITY OF CARLSBAD, a Public Agency (AAssignee®), with reference to the facts
set forth below:
RECITALS
A. Assignor and Assignee have entered into that certain Purchase
Agreement and Escrow instructions dated as of
ftn^jiJt /3 , 2010 (APurchase Agreement®), whereby
Assignor is selling to Assignee that certain real property
situated in Carlsbad, California, and more particularly described
on Exhibit AA@ attached hereto and incorporated herein
(AProperty®).
B. Concurrently with the conveyance of the Property from
Assignor to Assignee pursuant to the terms and conditions of
the Purchase Agreement, Assignor is assigning to Assignee all
of Assignors interest in any licenses, permits, entitlements,
approvals, plans, rights to develop, agreements with public
agencies related to the Property (including, but not limited to,
sewer and water agreements), school fee and/or mitigation
agreements, and on and off -site improvements agreements
(except those agreed in writing, by Buyer and Seller, to be
excluded), any rights or privileges arising out of cash deposits,
prepaid fees, development fee credits, sanitary sewer credits,
water fee credits, utility fee credits, park fee credits,
inspection fees, bonds or otherwise, any rights of
reimbursements, agreements with adjacent property owners,
or any other rights of reimbursement or development with
respect to the Property, and civil engineering, architectural,
landscape architectural, soils consultants and environmental
reports and plans with respect to the Property (collectively,
APermits®).
NOW, THEREFORE, in consideration of the recitals set forth above,
37
and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereby agree as set forth
below.
1. Assignor hereby assigns, transfers, grants and conveys to
Assignee all of
Assignors right, title and interest in and to the Permits. The
assignment set forth in this Agreement is of all of the rights
and benefits relating to the Permits.
2. Assignor covenants, warrants and represents that:
2.1 NO rights in or under the Permits have been assigned or
transferred to any other person or entity other than as
set forth in this Agreement.
2.2 Assignor has not done any act or omitted to do any act,
nor will do or omit to do any act, which might prevent
Assignee from, or limit Assignee in, realizing any of the
benefits of any of the Permits.
2.3 Assignor is not prohibited under any agreement with any
other person or any judgment or decree from executing
and delivering this Agreement.
3. The provisions of this Agreement shall bind and benefit the
legal representatives, successors and assigns of Assignor and
Assignee.
4. The invalidity or unenforceability of any one or more
provisions of this
Agreement will not affect the validity or enforceability of any
other provision.
5. No provision of this Agreement can be waived or modified,
nor can any party be released from its obligations hereunder,
except by writing executed by Assignee.
6. in the event any action shall be instituted between Assignor
and Assignee in connection with this Agreement, the party
prevailing in such action shall be entitled to recover from the
38
7.
other party all of its costs of action, including, without
limitation, attorneys^ fees and costs as fixed by the court
therein.
This Agreement may be executed in counterparts, each of
which when taken together, shall constitute fully executed
originals.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
ASSIGNOR:
\ s f Tfeytfr'
City of Carlsbad, a municipal
corporation of tbe state of California
39
EXHIBIT AA@ TO EXHIBIT AB@
LEGAL DESCRIPTION
LOT 4 OF CARLSBAD TRACT NO. 80^3, IN THE CITY OFFICE OF THE COUNTY
RECORDER OF SAN DIEGO COUNTY ON APRIL 15, 1981 AS INSTRUMENT NO. 81h
115129 OF OFFICIAL RECORDS.
EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE CITY OF CARLSBAD
BY DEED RECORDED DECEMBER 5, 2000 AS INSTRUMENT NO. 2000-0661459 AND
RECORDED JULY 16, 2003 AS INSTRUMENT NO. 2005-848484 OF OFFICIAL
RECORDS.
ASSESSOR=S PARCEL NUMBER: 215-061-28
40
EXHIBIT AC®
FIRPTA
[attached!
41
FIRPTA Affidavit
Certificate of Non-Foreign Status
(U.S. Transferor)
CERTIFICATE OF TRANSFEROR OTHER THAN AN INDIVIDUAL
(FIRPTA Affidavit)
Section 1445 of the internal Revenue Code provides that a transferee
of a U.S. real property interest must withhold tax if the transferor is a
foreign person. To inform the transferee that withholding of tax is not
reuired upon the disposition of a U.S. real property interest by
(ATransferor®), the
undersigned hereby certifies the following on behalf of Transferor:
1. Transferor is not a foreign person, foreign corporation, foreign
partnership,
foreign trust or foreign estate (as those terms are defined in
the Internal Revenue Code and income Tax Regulations);
2. Transferors U.S. social security or tax indentification number
is
; and
3. Transferors address is £*,
Transferor understands that this certificate may be disclosed
to the internal Revenue Service by the transferee and that any
false statement contained herein could be punished by fine,
imprisonment, or both.
Under penalty of perjury, I declare that I have examined this
certificate and to the best of my knowledge and belief it is true, correct
and complete, and I further declare that I have the authority to sign this
document on behalf of Transferor.
Dated: .
42
NOTICE TO TRANSFEREE: You are required by law to retain this Certificate
until the end of the fifth taxable year following the taxable year in which
the transfer takes place and to make it available to the Internal Revenue
Service if requested during that period.
43
Exhibits
09 THIS MAP WAS PffPMfD FOR ASSESSMENT PURPOSES ONLY. NO LKBUTY IS
ASSl*e> fOB THE ACORACY OF THE DATA SHOWN. ASSESSOR 5 PARCELS
WAY NOT COMPLY WITH LOCAL SUBOWSDN OB BUILDI* OHDMANCE5.
4.40 AC X^^-^^rS
213-06
r-aoo1
7/06/04 JGRO
CHANGES
BLK
Ojbl
OLD
3
*fzi
aa
&{»
20
25
NEW
/-2(7
2//22
23
^<ay^ss
27428
29-34
YR
Bi
67
97
S&i
95
01
05
CUT
3i
170}
/Sit
</&&•
<vs&
't$%.
99
cc
1* NO ACCESS
2065 Camino Vida Roble
APN 213-061-28 / 3.08 Gross Acres
SAN DIEGO COUNTY
ASSESSOR'S MAP
BOOK 213 PAGE 06
MAP 14829-CARLSBAD TCT NO CT 03-08
SHT. 2 MAPI0062-CARLSBAD TRACT NO 80-34
MAP I0061-CARLSBAD TRACT NO. 80-33
ROS I4523