HomeMy WebLinkAboutReal Estate Collateral Management Company; 2003-02-14;ASSIGNMENT AGREEMENT
This Assignment Agreement ("Agreement") is entered into as of February 14, 2003, by
and between Real Estate Collateral Management Company, a Delaware corporation ("Assignor")
and the City of Carlsbad, a California municipal corporation ("Assignee"), with reference to the
facts set forth below:
A. Assignor and Assignee have entered into that certain Agreement of Purchase and
Sale and Joint Escrow Instructions dated as of January 27, 2003 ("Purchase Agreement"),
whereby Assignor is selling to Assignee that certain real property situated in the City of
Carlsbad, County of San Diego, State of California, and more particularly described in the
Purchase Agreement ("Property").
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 Assignor's interest in any and all contracts, warranties and rights to the contractors and
contracts for the Vegetation Clearing Work on the Property as set forth in Section 19 of the
Purchase Agreement (collectively, "Contracts").
NOW, THEREFORE, in consideration of the recitals set forth above, 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 and transfers to Assignee, all of Assignor's right, title and
interest in and to the Contracts. The assignment set forth in this Agreement is of all of the rights
and benefits relating to the Contracts, but not the obligations for payment of the Vegetation
Clearing Work.
2. Assignor covenants, warrants and represents that:
2.1 No rights in or under the Contracts 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 Contracts.
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.
Assignment Agreement
27817-5/1826661.1 (Word) I 2/12/03
5. 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 other party all of its costs of action, including, without limitation, attorneys' fees and
costs as fixed by the court therein.
6. 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 ASSIGNEE:
REAL ESTATE COLLATERAL CITY OF CARLSBAD, a California municipal
MANGEMENT COMPANY, a Delaware corporation
Vice President
APPROVED AS TO FORM:
Ronald R. Ball, City Attorney
Assignment Agreement
27817-511826661.1 (Word) 2 2/12/03
,'
5. 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 other party all of its costs of action, including, without limitation, attorneys' fees and
costs as fixed by the court therein.
6. 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 ASSIGNEE:
REAL ES,TATE COLLATERAL CITY
MANGEMENT COMPANY, a Delaware corp
corporation
By:
David A. Watts,
Vice President
APPROVED AS TO FORM:
Ronald R. Ball, City Attorney
B
Jane Mobaldi I/ Assistant City Attorney
Assignment Agreement
27817-511826661.1 (Word) 2 2/12/03