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 _______________, 2022, by between Gregory R. Miller and Donna L. Miller, husband and wife as Joint Tenants (collectively, “Owner/Assignor”) Ray Ruiz and Darlene Ruiz, husband and wife as Joint Tenants (collectively, “Assignee”) with reference to the following facts:
A. On or about April 14, 2020, the City of Ripon (“City”), entered into a Development Agreement with HPG Ripon Development LLC and Pereira Properties, a California general partnership (collectively “Developer”), and Gregory R. Miller and Donna L. Miller, husband and wife as Joint Tenants (“Owner/Assignor”), for the development of real property (the “Subject Property”) which was recorded on July 9, 2020, as Instrument No. 2020-082005, Official Records of San Joaquin County, California, referred to as the “Development Agreement.” Owner/Assignor executed the Development Agreement in its capacity as owner of a portion of the Subject Property (“Owner’s Parcel”), as required by law; B. Section 10 of the Development Agreement provides for the assignment by Assignor and/or Owner/Assignor of all or any portion of Owner/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;
C. In accordance with the terms of the Development Agreement, Owner/Assignor has provided to the City a written request for consent to assignment of its obligations under the Development Agreement to Assignee, 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 Assignment 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. Owner/Assignor hereby assigns and delegates to Assignee all of its interest in all rights, obligations and duties of Owner/Assignor under the terms of the Development Agreement with respect to the development of the Owner’s Parcel as described in the Development Agreement, including all exhibits thereto. The term “Assignee” shall include related entities of Assignee. 2 3. Assumption. Assignee hereby accepts the foregoing assignment and delegation and agrees to perform the obligations of Owner/Assignor under the Development Agreement, as defined herein, to the extent not sooner performed by Owner/Assignor.
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/Assignor or other party with respect to the subject matter hereof, and that the City is not a 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.
“OWNER/ASSIGNOR”
Gregory R. Miller and Donna L. Miller
Dated: _____________________ By: ______________________________________ Gregory R. Miller
Dated: _____________________ By: ______________________________________ Donna L. Miller
“ASSIGNEE”
Ray Ruiz and Darlene Ruiz
Dated: _____________________ By: ______________________________________ Ray Ruiz
Dated: _____________________ By: ______________________________________ Darlene Ruiz
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.
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
5 EXHIBIT 1