1 RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
City of Ripon
259 N. Wilma Avenue
Ripon, California 95366
ASSIGNMENT AND
ASSUMPTION OF DEVELOPMENT AGREEMENT
This Assignment and Assumption of Development Agreement (the “Assignment”) is made and entered into this ___ day of March, 2022, by and between MEADOWOOD RIPON, LLC, (“Developer” or “Assignor”), Mangelos Brothers, Inc., a California Corporation, Theodore J. Madzey and Kerry Madzey, husband and wife as Joint Tenants, and Ripon LLC, a California Limited Liability Company (“Assignor”) and Dasco Greenwood, LLC, a California Limited Liability Company (“Assignee”) with reference to the following facts:
A. On or about February 13, 2018, the City of Ripon (“City”), and Developer entered into a Development Agreement for the development of real property (the “Subject Property”) which was recorded on July 3, 2018, as Instrument No. 2018-074286, Official Records of San Joaquin County, California, referred to as the “Development Agreement”; B. Section 10 of the Development Agreement provides for the assignment by Assignor of all or any portion of Assignor’s interests, rights, or obligations in the Development Agreement to third parties upon approval by the City, such approval not to be unreasonably withheld, and an assignment by Developer to a proposed Assignee was approved but not recorded in 2021;
C. In accordance with the terms of the Development Agreement, Developer has provided to City a written request for consent to assignment, a copy of which is attached hereto as Exhibit “1”, and the City Council has received such testimony and other information as it deems appropriate and as is deemed appropriate by the City Attorney for the purpose of determining that Assignee is a qualified applicant for purposes of the foregoing terms of the Development Agreement. This Agreement is intended to meet the requirements of the Development Agreement as an Assignment and Assumption Agreement, and is executed with the consent of the City as contemplated in the Development Agreement.
NOW, THEREFORE, in consideration of the usual covenants and agreements of the parties and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:
1. Incorporation of Recitals. The foregoing Recitals are true and are incorporated herein by this reference as though set forth in full.
2. Assignment. Developer hereby assigns and delegates to Assignee all of its interest in all rights, obligations and duties of Developer under the terms of the Development 2 Agreement with respect to the development of the Property as described in the Development Agreement, including all exhibits thereto, and specifically including all agreements therein with respect to affordable housing. The term “Assignee” shall include related entities of Assignee.
3. Assumption. Assignee hereby accepts the foregoing assignment and delegation and agrees to perform the obligations of Developer under the Development Agreement, as defined herein, to the extent not sooner performed by Developer.
4. Effective Date. The foregoing assignment and delegation and assumption, and the City’s consent hereto, shall take effect and be binding upon Assignee upon the approval by the City Council of this Agreement.
5. Condition. Assignee represents and warrants that it has reviewed and is familiar with the terms and conditions of the Development Agreement, and for the benefit and reliance of City, that it acknowledges that the obligations, rights and duties are as set forth in the Development Agreement, and that the duties of the Developer thereunder and the duties of Assignee hereunder, as between Assignee and the City, shall be without reference to any underlying agreements or understandings that may exist between Assignee, Developer or any Owner or other party with respect to the subject matter hereof, and that the City is not party to such other agreements.
6. Payment of Costs. As a condition of, and prior to approval of this Assignment by the Ripon City Council, Assignee shall reimburse City’s reasonable costs, including staff time and attorneys’ fees in connection with the preparation of this Assignment in the agreed amount of ONE THOUSAND FIVE HUNDRED Dollars ($1,500). Assignee shall also pay all recording costs of the City in connection with the recording of this Assignment. [Signatures on Following Page]
3 IN WITNESS WHEREOF, the undersigned have executed this Assignment the date and year first above set forth.
ASSIGNORS:
MEADOWOOD RIPON, LLC
Dated: __________________ By: DASCO DEVELOPMENT NO. 1, LLC, a California limited liability company
Its: Manager
By: DeLaMARE FAMILY INVESTMENTS
NO. 1, L.P., a California limited partnership,
Its: Managing Member
By: KCD, INC., A California corporation
Its: General Partner
By:
PHILLIP KIRK DELAMARE
Its: President
ASSIGNEE:
Dated: __________________ DASCO GREENWOOD, LLC.
a California Limited Liability Company
By: DeLaMARE FAMILY INVESTMENTS
NO. 1, L.P., a California limited partnership
Its: Manager
By: KCD, INC., a California corporation,
Its: General Partner
By:
PHILLIP KIRK DELAMARE
Its: President
4 ACKNOWLEDGMENT AND ACCEPTANCE BY CITY
The City of Ripon, California, hereby executes this acknowledgment and acceptance certificate, not as a party to the Assignment and Assumption Agreement, but for the purpose of acknowledging the terms thereof, and confirming that the City Council of City has consented to the assignments set forth herein and that the City Attorney of City has approved the Assignment as to form in accordance with the Development Agreement referred to above. It is further understood and agreed that the term “Assignee” includes related entities of Assignee, including partnerships, corporations, LLC’s and other entities in which Assignee retains a majority ownership of the subject property.
CITYOF RIPON
a California Municipal Corporation
By: ______________________________
Dean Uecker, Mayor
Dated: ____________________, 2022
ATTEST: CLERK OF THE CITY COUNCIL
By: ________________________________
Lisa Roos, City Clerk
Dated: ____________________, 2022
APPROVED AS TO FORM: CITY ATTORNEY
By: ________________________________
Thomas H. Terpstra
Dated: ____________________, 2022
Exhibit 1