2002 AGN AUG 20 I16 - Laserfiche WebLink

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APPROVED BY CITY CO N IL ASSIGNMENT AND ASSUMPTION Item # OF OPTION AGREEMENT 1. PARTIES AND DATE. This Assignment and Assumption Agreement ("Assignment Agreement") dated as of this 20t1i day of August, 2002 is entered into by and among the City of Colton, a California municipal corporation ("City"), EI Colton LLC, a Delaware limited liability company ("Developer"), and James and Frances Beckett, Husband and Wife as Joint Tenants ("Becketts"). City, Developer, and the Becketts are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the "Parties". 2. RECITALS. 2.1 The Becketts are the current fee title owner of certain real property located in the City of Colton, San Bernardino County, California, comprising a total of approximately thirty- seven (37) acres, known as Assessor's Parcel Number 26009140, and more particularly described in Exhibit "A" attached hereto ("Beckett Ranch Property"). 2.2 The City and the Becketts have entered into that certain Option Agreement dated August 28, 2001 and that certain First Amendment to the Option Agreement dated March 5, 2002 (collectively "Option Agreement"), which grants to the City the exclusive right to purchase the Beckett Ranch Property. 2.3 The City intends to develop an electrical generating facility on a portion of the Beckett Ranch Property and, in connection therewith, the City and Developer have entered into that certain Engineering, Procurement and Construction Agreement for Power Generation Project dated June 4, 2002 ("EPC Agreement"). 2.4 The City desires to assign to Developer the City's rights and interests in and to the Option Agreement, and to delegate to Developer the City's duties and obligations under the Option Agreement. Developer desires to accept the assignment of such rights and interests and assume such obligations thereunder. 2.5 Section 3.5 of the Option Agreement permits the City, in its sole and absolute discretion, to assign its rights, interests, duties and obligations thereunder without notice to or consent from the Becketts. The Parties acknowledged that the Becketts are included as a Party to this Assignment Agreement for convenience purposes only and that their consent is not necessary for this Assignment Agreement to become effective. 3. TERMS. 3.1 Exhibits and Recitals. The "Exhibits" and "Recitals" of this Assignment Agreement constitute a material part of this Assignment Agreement and are incorporated by reference as though fully set forth herein. ORANGEUR\1991