HomeMy WebLinkAboutAgenda Report - August 4, 2010 J-02AGENDA ITEM
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CITY OF LODI
COUNCIL1 1
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AGENDA TITLE: Consider Approval of Insubstantial Amendments to the Assignment and
Assumption Agreement, attached as Exhibit G to the Development Agreement By
and Between the City of Lodi and San Joaquin Valley Land Company ("SJVLC"),
and Thereby Consent to the Assignment of the Costco Site from SJVLC to Costco
MEETING DATE:
PREPARED BY:
August 4,2010
City Attorney's Office
RECOMMENDED ACTION: Approve the insubstantial amendments to the Assignment and
Assumption Agreement, attached as Exhibit G to the Development
Agreement by and between the City of Lodi and San Joaquin Valley
Land Company ("SJVLC"), and thereby consent to the assignment of the Costco site from SJVLC to
Costco.
BACKGROUND INFORMATION: Council approved a Development Agreement with SJVLC effective
September 6, 2006. The Agreement contemplates the assignment
of its obligations and benefits in Paragraph 22 in a form attached as
Exhibit G, entitled "Assignment and Assumption Agreement." SJVLC and Costco have agreed on a form
of Assignment Agreement that differs, although insubstantially, from the form attached as Exhibit G. The
changes relate primarilyto the fact that Costco will not assume any of SJVLC's obligations, instead
leaving them with SJVLC. As proposed, SJVLC alone would retain the obligations of the Development
Agreement. The Agreement also adds indemnity obligations between SJVLC and Costco and a California
Choice of Law provision. However the assignment could complicate enforcement of the Development
Agreement's requirements because the benefited party and obligated party are now separate. Paragraph
12.3 permits insubstantial amendments to the Development Agreement with Council Consent.
The agreement is in the final negotiations stage and a red -lined version will be provided to Council on
blue sheet prior to the meeting.
FISCAL IMPACT: Not applicable.
FUNDING AVAILABLE: Not applicable.
Bartlam, Interim City Manager
- �)
9, a - Vt n2 ve�'Si on
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Lodi
P.O. Box 3006
Lodi, CA 95241-1910
Attn: City Clerk
OFFICIAL BUSINESS
Document entitled to free recording
Government Code Section 6103
S?W=
(SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE)
This document is being signed in counterpart
and is considered as one original
ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT
("Agreement") is entered into as of , 2010 ("Effective Date"), by and among
S A N JOAQUIN VALLEY LAND COMPANY, LLC, a California limited liability company,
and SKINNER RANCH HOLDINGS, L.P., a California limited partnership (collectively,
"Developer"), COSTCO WHOLESALE CORPORATION, a Washington corporation
("Assignee") and the CITY OF LODI ("City").
RECITALS
1. On September 6, 2006, City and Developer entered into that certain agreement
entitled "Development Agreement By and Between The City of Lodi and San Joaquin Valley
Land Company, LLC" relative to the development known as the "Reynolds Ranch" project
("Development Agreement"). Pursuant to the Development Agreement, Developer agreed to
develop certain property more particularly described on Exhibit A attached to the Development
Agreement ("Subject Property"), subject to certain conditions and obligations as set forth in the
Development Agreement. The Development Agreement was recorded against the Subject
Property in the Official Records of San Joaquin County on December 26, 2006, as Instrument
No. 2006-268372.
2. Concurrently herewith, Assignee is purchasing from Developer an approximate
15.056 acre portion of the Subject Property located at the southeast comer of Harney Lane and
Reynolds Ranch Parkway and more particularly described on Exhibit A attached hereto
("Assigned Parcel").
3. Developer desires to assign and Assignee desires to assume certain of
Developer's right, title, interest, burdens and obligations under the Development Agreement with
respect to and as related to the Assigned Parcel, as more particularly set forth herein.
56254\4004619v3
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, Developer and
Assignee agree as follows:
1. Assignment of Development Agreement. Except as set forth in Section 3 below,
Developer hereby assigns, effective as of the Effective Date, all of the rights, title, interest,
burdens and obligations (collectively, "Rights and Obligations") of Developer under the
Development Agreement with respect to the Assigned Parcel. Except as expressly assigned to
Assignee hereby or to other parties by other instruments (including without limitation that certain
Assignment and Assumption of Development Agreement and Grant of Easement by and between
Developer, the City and California Physicians' Service dba Blue Shield of California recorded on
June 26, 2007 as Instrument Number 2007-117829 in the Official Records of San Joaquin
County, and that certain Assignment and Assumption of Development Agreement by and
between Developer, the City and Home Depot U.S.A., Inc. recorded concurrently herewith
(collectively, the "Other Assignments")), Developer retains all the Rights and Obligations under
the Development Agreement with respect to all other property within the Subject Property to the
extent owned by Developer or to the extent the Rights or Obligations were not assigned to or
assumed by Developer's transferee.
2. Assumption of Development AP ement. Except as set forth in Section 3 below,
Assignee hereby assumes, effective as of the Effective Date, all of the Rights and Obligations of
Developer under the Development Agreement with respect to the Assigned Parcel, and agrees to
observe and fully perform all of the duties and obligations of Developer under the Development
Agreement assumed by Assignee hereunder with respect to the Assigned Parcel. The parties
intend hereby that, as of the Effective Date, Assignee shall become substituted as the
"Developer" under the Development Agreement with respect to the assigned and assumed Rights
and Obligations for the Assigned Parcel.
3. Obligations Retained by Developer. Notwithstanding the provisions of Sections 1
and 2 above, Developer is not assigning and Assignee is not assuming the following Rights and
Obligations of Developer with respect to the Assigned Parcel pursuant to the below -referenced
provisions of the Deveiopment Agreement and, as between Deveioper and Assignee, Deveioper
shall retain 100% of such Rights and Obligations under the Development Agreement
(collectively, the "Retained Obligations"):
(a) 6.1.1 Payment of a development fee for a proportionate
share of the cost of the Highway 99 overpass at
Harney Lane.
(b) 6.1.2 Payment of Agricultural Land Mitigation fee, as
identified in Mitigation Measure 3.7.2, pursuant to
the ordinance and/or City resolution.
56254\4004619v3
(c) 6.1.3 Payment of Electric Capital Improvement
Mitigation fee (see Section 6.4.10) pursuant to the
ordinance and/or City resolution.
(d) 6.4.1 Dedications and Improvements of Parks.
(e) 6.4.2 Rehabilitation of Fifty Existing Residential Units.
(f) 6.4.3 Downtown Impact Fee.
(g) 6.4.4 Utility Exit Fees.
(h) 6.4.5 Maintenance of SpecifiedPublic Improvements.
0 6.4.6 Fire Station Land Dedication and Payment of
Construction and Eguui ment Costs
(iY6.4.8 Public At on Property (and the art shall be placed
elsewhere in the Subject Property than on the
Assigned Parcel).
W {x-6.4.9 Animal Shelter.
01 (k+6.4.10 Utility Line Extension.
mm (1- 6.4.1 1 Implementation of Obligations Arising from
Settlement Agreement among San Joaquin Valley
Land Company LLC, Citizens for Open
Government and the City of Lodi (Exhibit I to the
Development Agreement).
(n (*6.5 Annexation.
oo (n)-8.2 Existing Fees, Exactions and Dedications (except to
the extent imposed as conditions of the Liquor
Conditional Use Permit, building permit, utility
connection fees and business operational licenses
specific to the use of the Assigned Parcel).
(e}-8.3 New Development Impact Fees, Exactions and
Dedications (except to the extent imposed as
conditions of the Liquor Conditional Use Permit,
building permit, utility connection fees and business
operational licenses specific to the use of the
Assigned Parcel).
W) (P*9 Community Facilities District.
56254\4004619v3 3
r}- All Rights and Obligations with respect to any of
the Subject Property other than the Assigned Parcel
and as otherwise assigned and/or assumed of record
by other assignees (including, without limitation,
those Rights and Obligations assigned and assumed
pursuant to the Other Assignments) upon
conveyance of other parcels of the Subject Property.
4. Indemnification.
4.1 Developer Indemnity. Except to the extent assumed by Assi ee
hereunder. Developer agrees to indemnify, defend (with counsel reasonably acceptable to
Assignee) and hold Assignee, its officers, directors, members, partners, employees, agents,
representatives, successors and assigns harmless from and against any costs (including, without
limitation, reasonable attorneys' fees and costs), claims, damages or causes of action arising out
of or resulting Lalfrom the failure of Developer or any entity controlled -by. controlling or under
common control with Developer to comply with or perform the covenants, conditions,
agreements, duties and obligations of Developer under the Development Agreement+espec4
te flie Assigned Pa -Feel te the extent ar-ising pr-ier- te the Effeetive Date and whieh h&ve net been
assigned to ether- paAies by ether ias4:,&mei#s (ineNding, �A4�eut limitafien, those ,
eendifiens,
agreemepAs, duties and ebligatiens assigned pur-suaHt te the Other- Assigftm, eats); or-..,
in connection with any claims for indemnification by the City under Section 25 of the
Development Agreement with , eet to the Assigned Par -eel and arisin Y I ,Date a -ad net assiped. to ether- paFfies by ether- instfuments (ine.Wdiag, without
limitation,
.
Assigamei#s); er with r-espeet to the Retained Obligations and arising at any time and a
assigned te other pafties by ether- instmments (ineluding, wi"ut lipaitatien, these ,
Assignee,eendifiens, agreements, duties and ebligatiens assigned pur-suant te the Other- Assignments). In
addifien, Developer agrees te iadeaffiify, defend (with eetmsel r-easenably aeeeptable to
Assignee) and, hold , agents,
,
witheat
.. ,
exeept virM r-espeet to the Assigned Pme4 on and after- the EffeetWe Date and emeept to the
of the Develepmen4 Agreement with r-espeet to the Retained Obl�g�iens aTisfag at any tin
these eevenaift eenditiens, agreements, duties and ebligatiens assigned pufsuant te the 0
Assignments) and all of the Subjeet Pr-epeFty arising at any fifne, exeept with r-espeet to
Assigned Par -eel. en a*d aftw the Effeetive DMe aiid fflieept te the extent assigned te ethef pa#ies
,
� with respectto the
Retained Obligations and arising at any time.
56254\4004619v3
4.2 Assignee Indemnity. Assignee agrees to indemnify, defend (with counsel
reasonably acceptable to Developer) and hold Developer, its officers, directors, members,
partners, employees, agents, representatives, successors and assigns harmless from and against
any costs (including, without limitation, reasonable attorneys' fees and costs), claims, damages
or causes of action arising out of or resulting from the failure of Assignee to comply with or
perform the covenants, conditions, agreements, duties and obligations under the Development
Agreement assumed by Assignee pursuant hereto or in connection with any claims for
indemnification by the City under Section 25 of the Development Agreement, to the extent the
same are with respect to the Assigned Parcel, arise on and after the Effective Date, and are not
among the Retained Obligations.
5. Consent of City to Assignment and Assumption. The City hereby consents to the
assignment to and assumption by Assignee of the Development Agreement upon the terms set
forth in this Agreement, including, without limitation and notwithstanding that the provisions of
the Development Agreement may nus with the land pursuant to Section 23 of the Development
Agreement and Assignee's title to the Assigned Parcel may be subject thereto, Assignee does not
assume and will not be responsible for the Retained Obligations, Developer is not released
therefi-om but shall continue, pursuant to Paragraph 22 of the Development Agreement to be
responsible for the Retained Obligations with respect to the Assigned Parcel, and City shall not
look to Assignee or the Assigned Parcel for performance and observance of the Retained
Obligations or Rights and Obligations assigned to and/or assumed by transferees of other parcels
of the Subject Property.
6. Notices. The notice address described in Section 29 of the Development
Agreement for the Developer and Assignee shall be:
To Developer: San Joaquin Valley Land Company
1420 S. Mills Avenue, Suite
Lodi, CA 95242
Attention: Dale Gillespie and Bart Robertson
With a copy to: Cox Castle & Nicholson
2049 CenturyPark E 28th Fl
Los Angeles, CA 90067
Attention: Gary Glick
To Costco: Costco Wholesale Corporation
999 Lake Drive
Issaquah, WA 98027
Attention: Property Management
With a copy to: Luce Forward Hamilton & Scripps LLP
121 Spear Street, Suite 200
San Francisco, CA 94105
Attention: Counsel for Costco Wholesale
7. Representations.
56254\4004619v3
7.1 Status. Assignee is a corporation duly organized, validly existing and in
good standing under the laws of the State of Washington, and duly qualified to do business in the
State of California. Developer is a limited liability company duly organized, validly existing and
in good standing under the laws of the State of California.
7.2 Authori1y. This Agreement is duly authorized, executed and delivered and
shall be the legal, valid and binding obligation of each of the parties hereto. Developer and
Assignee each represent and warrant that the person signing this Agreement on behalf of such
party has full power and authority to execute this Agreement on such party's behalf.
8. Miscellaneous.
8.1 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
8.2 Successor and Assigns. All of the covenants, terms and conditions set
forth herein shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.
8.3 Attorneys' Fees. If any party hereto brings or commences any legal action
or proceeding to enforce any of the terms of this Agreement (or for damages by reason of an
alleged breach of this Agreement), the prevailing party in such action shall be entitled to recover
from the non -prevailing party all costs and expenses of litigation, including reasonable attorneys'
fees.
8.4 Incorporation of Exhibits. Each exhibit attached to and referred to in this
Agreement is hereby incorporated by reference as though set forth in full where referred to
herein.
8.5 Counterparts. This Agreement may be signed in counterparts, each of
which shall be deemed an original and all of which when taken together shall constitute one
instrument.
[Signatures on following page]
56254\4004619v3 6
IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
CITY
CITY OF LODI
By:
Name:
Title: City Manager
Dated: 12010
56254\4004619v3
DEVELOPER
S A N JOAQUIN VALLEY LAND
COMPANY, LLC
a California limited liability company
By:
Title:
SKINNER RANCH HOLDINGS, L.P.
a California registered limited partnership
By: Morse Skinner Properties, LLC
a California limited liability
company
Its General Partner
By:
Name:
Title:
ASSIGNEE
COSTCO WHOLESALE CORPORATION,
a Washington corporation
By:
Name:
Title:
Form of Agreement hereby approved:
By:
Name:
Title: City Attorney
Dated: 92010
[ATTACH ACKNOWLEDGEMENTS]
56254\4004619v3
EXHIBIT A
LEGAL DESCRIPTION OF ASSIGNED PARCEL
Parcel 1 of Parcel Map No. in the City of Lodi, County of San Joaquin, State of
California, as per Map filed in Book , Pages of Parcel Maps, in the Office of the
County Recorder of said County.
APN: Portions of 058-130-090, 058-130-100. 058-130-110, 058-130-160, 058-130-170, and
058-130-180.
30} 1.79593:1
301179893.2
56254\4004619v3 9
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301181807.1
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Lodi
P.O. Box 3006
Lodi, CA 95241-1910
Attn: City Clerk
OFFICIAL BUSINESS
Document entitled to fkee recording
Government Code Section 6103
(SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE)
This document is being signed in counterpart
and is considered as one original
ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT
("Agreement") is entered into as of , 2010 ("Effective Date"), by and among
S AN JOAQUIN VALLEY LAND COMPANY, LLC, a California limited liability company,
and SKINNER RANCH HOLDINGS, L.P., a California limited partnership (collectively,
"Developer"), COSTCO WHOLESALE CORPORATION, a Washington corporation
("Assignee") and the CITY OF LODI ("City").
RECITALS
1. On September 6, 2006, City and Developer entered into that certain agreement
entitled "Development Agreement By and Between The City of Lodi and San Joaquin Valley
Land Company, LLC" relative to the development known as the "Reynolds Ranch" project
("Development Agreement"). Pursuant to the Development Agreement, Developer agreed to
develop certain property more particularly described on Exhibit A attached to the Development
Agreement ("Subject Property"), subject to certain conditions and obligations as set forth in the
Development Agreement. The Development Agreement was recorded against the Subject
Property in the Official Records of San Joaquin County on December 26, 2006, as Instrument
No. 2006-268372.
2. Concurrently herewith, Assignee is purchasing fkom Developer an approximate
15.056 acre portion of the Subject Property located at the southeast corner of Harney Lane and
Reynolds Ranch Parkway and more particularly described on Exhibit A attached hereto
("Assigned Parcel").
3. Developer desires to assign and Assignee desires to assume certain of
Developer's right, title, interest, burdens and obligations under the Development Agreement with
respect to and as related to the Assigned Parcel, as more particularly set forth herein.
56254\4004619v3 j
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, Developer and
Assignee agree as follows:
1. Assignment of Development Agreement. Except as set forth in Section 3 below,
Developer hereby assigns, effective as of the Effective Date, all of the rights, title, interest,
burdens and obligations (collectively, "Rights and Obligations") of Developer under the
Development Agreement with respect to the Assigned Parcel. Except as expressly assigned to
Assignee hereby or to other parties by other instruments (including without limitation that certain
Assignment and Assumption of Development Agreement and Grant of Easement by and between
Developer, the City and California Physicians' Service dba Blue Shield of California recorded on
June 26, 2007 as Instrument Number 2007-117829 in the Official Records of San Joaquin
County, and that certain Assignment and Assumption of Development Agreement by and
between Developer, the City and Home Depot U.S.A., Inc. recorded concurrently herewith
(collectively, the "Other Assignments")), Developer retains all the Rights and Obligations under
the Development Agreement with respect to all other property within the Subject Property to the
extent owned by Developer or to the extent the Rights or Obligations were not assigned to or
assumed by Developer's transferee.
2. Assumption of Development Agreement. Except as set forth in Section 3 below,
Assignee hereby assumes, effective as of the Effective Date, all of the Rights and Obligations of
Developer under the Development Agreement with respect to the Assigned Parcel, and agrees to
observe and fully perform all of the duties and obligations of Developer under the Development
Agreement assumed by Assignee hereunder with respect to the Assigned Parcel. The parties
intend hereby that, as of the Effective Date, Assignee shall become substituted as the
"Developer" under the Development Agreement with respect to the assigned and assumed Rights
and Obligations for the Assigned Parcel.
3. Obligations Retained by Developer. Notwithstanding the provisions of Sections 1
and 2 above, Developer is not assigning and Assignee is not assuming the following Rights and
Obligations of Developer with respect to the Assigned Parcel pursuant to the below -referenced
provisions of the Development Agreement and, as between Developer and Assignee, Developer
shall retain 100% of such Rights and Obligations under the Development Agreement
(collectively, the "Retained Obligations"):
(a) 6.1.1 Payment of a development fee for a proportionate
share of the cost of the Highway 99 overpass at
Harney Lane.
(b) 6.1.2 Payment of Agricultural Land Mitigation fee, as
identified in Mitigation Measure 3.7.2, pursuant to
the ordinance and/or City resolution.
56254\4004619v3
(c) 6.1.3 Payment of Electric Capital Improvement
Mitigation fee (see Section 6.4. 10) pursuant to the
ordinance and/or City resolution.
(d) 6.4.1 Dedications and Improvements of Parks.
(e) 6.4.2 Rehabilitation of Fifty Existing Residential Units.
(fl 6.4.3 Downtown Impact Fee.
(g) 6.4.4 Utility Exit Fees.
(h) 6.4.5 Maintenance of Specified Public Improvements.
(i) 6.4.6 Fire Station Land Dedication and Payment of
Construction and Equipment Costs
(j) 6.4.8 Public At on Property (and the art shall be placed
elsewhere in the Subject Property than on the
Assigned Parcel).
(k) 6.4.9 Animal Shelter.
(1) 6.4.10 Utility Line Extension.
(m) 6.4.11 Implementation of Obligations Arising from
Settlement Agreement among San Joaquin Valley
Land Company LLC, Citizens for Open
Government and the City of Lodi (Exhibit I to the
Development Agreement).
(n) 6.5 Annexation.
(o) 8.2 Existing Fees, Exactions and Dedications (except to
the extent imposed as conditions of the Liquor
Conditional Use Permit, building permit, utility
connection fees and business operational licenses
specific to the use of the Assigned Parcel).
(p) 8.3 New Development Impact Fees, Exactions and
Dedications (except to the extent imposed as
conditions of the Liquor Conditional Use Permit,
building permit, utility connection fees and business
operational licenses specific to the use of the
Assigned Parcel).
(q) 9
Community Facilities District.
56254\4004619v3 3
W All Rights and Obligations with respect to any of
the Subject Property other than the Assigned Parcel
and as otherwise assigned and/or assumed of record
by other assignees (including, without limitation,
those Rights and Obligations assigned and assumed
pursuant to the Other Assignments) upon
conveyance of other parcels of the Subj ect Property.
4. Indemnification.
4.1 Developer Indemnity. Except to the extent assumed by Assignee
hereunder, Developer agrees to indemnify, defend (with counsel reasonably acceptable to
Assignee) and hold Assignee, its officers, directors, members, partners, employees, agents,
representatives, successors and assigns harmless fkom and against any costs (including, without
limitation, reasonable attorneys' fees and costs), claims, damages or causes of action arising out
of or resulting (a) from the failure of Developer or any entity controlled by, controlling or under
common control with Developer to comply with or perform the covenants, conditions,
agreements, duties and obligations of Developer under the Development Agreement, (b) in
connection with any claims for indemnification by the City under Section 25 of the Development
Agreement, or (c) with respect to the Retained Obligations and arising at any time.
4.2 Assignee Indemnity. Assignee agrees to indemnify, defend (with counsel
reasonably acceptable to Developer) and hold Developer, its officers, directors, members,
partners, employees, agents, representatives, successors and assigns harmless fkom and against
any costs (including, without limitation, reasonable attorneys' fees and costs), claims, damages
or causes of action arising out of or resulting fkom the failure of Assignee to comply with or
perform the covenants, conditions, agreements, duties and obligations under the Development
Agreement assumed by Assignee pursuant hereto or in connection with any claims for
indemnification by the City under Section 25 of the Development Agreement, to the extent the
same are with respect to the Assigned Parcel, arise on and after the Effective Date, and are not
among the Retained Obligations.
5. Consent of City to Assignment and Assumbtion. The City hereby consents to the
assignment to and assumption by Assignee of the Deveiopment Agreement upon the terms set
forth in this Agreement, including, without limitation and notwithstanding that the provisions of
the Development Agreement may nun with the land pursuant to Section 23 of the Development
Agreement and Assignee's title to the Assigned Parcel may be subject thereto, Assignee does not
assume and will not be responsible for the Retained Obligations, Developer is not released
therefi-om but shall continue, pursuant to Paragraph 22 of the Development Agreement to be
responsible for the Retained Obligations with respect to the Assigned Parcel, and City shall not
look to Assignee or the Assigned Parcel for performance and observance of the Retained
Obligations or Rights and Obligations assigned to and/or assumed by transferees of other parcels
of the Subject Property.
6. Notices. The notice address described in Section 29 of the Development
Agreement for the Developer and Assignee shall be:
56254\4004619v3 4
To Developer: San Joaquin Valley Land Company
1420 S. Mills Avenue, Suite M
Lodi, CA 95242
Attention: Dale Gillespie and Bart Robertson
With a copy to: Cox Castle & Nicholson
2049 Century Park E 28th Fl
Los Angeles, CA 90067
Attention: Gary Glick
To Costco: Costco Wholesale Corporation
999 Lake Drive
Issaquah, WA 98027
Attention: Property Management
With a copy to: Luce Forward Hamilton & Scripps LLP
121 Spear Street, Suite 200
San Francisco, CA 94105
Attention: Counsel for Costco Wholesale
7. Representations.
7.1 Status. Assignee is a corporation duly organized, validly existing and in
good standing under the laws of the State of Washington, and duly qualified to do business in the
State of California, Developer is a limited liability company duly organized, validly existing and
in good standing under the laws of the State of California.
7.2 Authori1y. This Agreement is duly authorized, executed and delivered and
shall be the legal, valid and binding obligation of each of the parties hereto. Developer and
Assignee each represent and warrant that the person signing this Agreement on behalf of such
party has full power and authority to execute this Agreement on such party's behalf.
8. Miscellaneous.
8.1 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
8.2 Successor and Assi rn . All of the covenants, terms and conditions set
forth herein shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.
8.3 Attorneys' Fees. If any party hereto brings or commences any legal action
or proceeding to enforce any of the terms of this Agreement (or for damages by reason of an
alleged breach of this Agreement), the prevailing party in such action shall be entitled to recover
from the non -prevailing party all costs and expenses of litigation, including reasonable attorneys'
fees.
56254\4004619v3 §
8.4 Incorporation of Exhibits. Each exhibit attached to and referred to in this
Agreement is hereby incorporated by reference as though set forth in full where referred to
herein.
8.5 Counterparts. This Agreement may be signed in counterparts, each of
which shall be deemed an original and all of which when taken together shall constitute one
instrument.
[Signatures on following page]
56254\4004619v3 6
IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
DEVELOPER
CITY
CITY OF LODI
By:
Name:
Title: City Manager
Dated: 92010
56254\4004619v3 7
S AN JOAQUIN VALLEY LAND
COMPANY, LLC
a California limited liability company
By:
Name:
Title:
SKINNER RANCH HOLDINGS, L.P.
a California registered limited partnership
By: Morse Skinner Properties, LLC
a California limited liability
company
Its General Partner
By:
Name:
Title:
ASSIGNEE
COSTCO WHOLESALE CORPORATION,
a Washington corporation
By:
Name:
Title:
Form of Agreement hereby approved:
By:
Name:
Title: City Attorney
Dated: 12010
[ATTACH ACKNOWLEDGEMENTS]
5625414004619v3
14
..ii: :1
LEGAL DESCRIPTION OF ASSIGNED PARCEL
Parcel 1 of Parcel Map No. in the City of Lodi, County of San Joaquin, State of
California, as per Map filed in Book , Pages of Parcel Maps, in the Office of the
County Recorder of said County.
APN: Portions of 058-130-090, 058-130-100. 058-130-110, 058-130-160, 058-130-170, and
058-130-180.
301179893.2
56254\4004619v3