Assignment and Assumption Agreement
..
ASSIGNMENT AND ASSUMPTION
OF
LAMBERTZ ADDITION TAX INCREMENT FINANCING DISTRICT
DEVELOPMENT AGREEMENT
This Assignment and Assumption of Lambertz Addition Tax Incre nt Financing District
Development Agreement (the "Assignment") is made and entered into as of ~, 2009, by and
between Salina Partners, LLC, a limited liability company organized and existing under the laws of the
State of Delaware (the "Assignor") and One Kansas, LLC, a limited liability company organized and
existing under the laws of the State of Kansas (the "Assignee"), and is consented to by the City of Salina,
Kansas (the "City").
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WHEREAS, the City and Assignor have entered into that certain Lambertz Addition Tax
Increment Financing District Development Agreement dated March 17, 2008 (the "Development
Agreement"), regarding the redevelopment of certain real property located within the City (all as more
. particularly set forth in the Development Agreement; and
WHEREAS, Assignor intends to transfer to Assignee title to the real property described in
Schedule I attached hereto (the "Real Property"); and
WHEREAS, such Real Property is included in the Redevelopment District (as defined in the
Development Agreement); and
WHEREAS, Section 7.03 of the Development Agreement provides that Assignor shall not
transfer title to any real property located within the Redevelopment District without prior written approval
of the City; and
WHEREAS, as a condition to such approval, the City requires the Assignee to be bound by the
provisions of the Development Agreement with respect to the Real Property; and
WHEREAS, Assignor and Assignee intend that the rights, duties and obligations of Assignor
under the Development Agreement, with respect to the Real Property, be assigned, assumed and
transferred to Assignee, subject to the terms and conditions of this Assignment and the Development
Agreement; and
WHEREAS, nothing contained in this Assignment shall relieve the Assignor from any
obligations set forth in the Development Agreement.
NOW, THEREFORE, fOr and in consideration of the premises and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt, adequacy and legal
sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:
1. Assignment and Assnmption. Assignor hereby assigns, sells, transfers and sets over to
Assignee all of Assignor's right, title benefit, privileges and interest in and to the Development
Agreement solely as it relates to and pertains to the Real Property. Assignee hereby accepts such
assignment and assumes and agrees to observe and perform all of the duties, obligations, terms,
provisions and covenants, and to pay and discharge all of the liabilities of Assignor to be observed,
performed, paid or discharged in connection with the Development Agreement solely as it relates to or
pertains to the Real Property.
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2. No Release. This Assignment shall not release Assignor from any obligations under the
Development Agreement.
3. City is a Third-Party Beneficiary. The parties agree that the City is a third-party
beneficiary under this Agreement, and is entitled to all of the enforceable rights and remedies of either of
the parties under this Agreement. This Agreement may not be modified without the express written
consent of the City, in the manner set forth in Article VII of the Development Agreement.
4. Representations and Warranties of Assignor.
a. The Assignor has all necessary power and authority to execute and deliver and perform
the terms and obligations of this Assignment and to execute and deliver the documents required of the
Assignor herein, and such execution and delivery has been duly and validly authorized and approved by
all necessary proceedings. Accordingly, this Assignment constitutes the legal valid aild binding
obligation of the Assignor, enforceable in accordance with its terms.
b. The execution and delivery of this Assignment, the consummation of the transactions
contemplated hereby, and the fulfillment of the terms and conditions hereof do not and will not conflict
with or result in a breach of any of the terms or conditions of any corporate or organizational restriction or
of any agreement or instrument to which Assignor is now a party, aild do not and will not constitute a
default under any of the foregoing.
c. No default or Event of Default (as defined in the Development Agreement) with respect
to the Real Property has occurred and is continuing, and no event has occurred and is continuing which
with the lapse of time or the giving of notice, or both, would constitute a default or an event of default in
any material respect on the part of the Assignor under this Assignment or the Development Agreement, or
any other material agreement or material instrument to which the Assignor is a party or by which the
Assignor is or may be bound.
5. Representations and Warranties of Assignee.
a. The Assignee has all necessary power and authority to execute and deliver and perform
the terms and obligations of this Assignment and to execute and deliver the documents required of the
Assignee herein, and such execution and delivery has been duly and validly authorized and approved by
all necessary proceedings. Accordingly, this Assignment constitutes the legal valid and binding
obligation of the Assignee, enforceable in accordance with its terms.
b. The execution and delivery of this Assignment, the consummation of the transactions
contemplated hereby, and the fulfillment of the terms and conditions hereof do not and will not conflict
with or result in a breach of any of the terms or conditions of any corporate or organizational restriction or
of any agreement or instrument to which Assignee is now a party, and do not and will not constitute a
default under any of the foregoing.
c. No default or Event of Default (as defined in the Development Agreement) has occurred
and is continuing, and no event has occurred and is continuing which with the lapse of time or the giving
of notice, or both, would constitute a default or an event of default in any material respect on the part of
the Assignee under this Assignment or the Development Agreement, or any other material agreement or
material instrument to which the Assignee is a party or by which the Assignee is or may be bound.
d. No litigation, proceeding or investigation is pending or, to the knowledge of the
Assignee, threatened against the Project (as defined in the Development Agreement), the Assignee or any
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officer, director, member or shareholder of the Assignee. In addition, no litigation, proceeding or
investigation is pending or, to the kno'Yledge of the Assignee, threatened against the Assignee seeking to
restrain, enjoin or in any way limit the approval or issuance and delivery of this Assignment or which
would in any manner challenge or adversely affect the existence or powers of the Assignee to enter into
and carry out the transactions described in or contemplated by the execution, delivery, validity or
performance by the Assignee, of the terms and provisions of this Assignment or the Development
Agreement.
6. Further Actions. Each of the parties hereto covenants and agrees, at its own expense, to
execute and deliver, at the request of the other party hereto, such further instruments of transfer and
assignment and to take such other action as such other party may reasonably request to more effectively
consummate the assignment and assumption contemplated by this Assignment. Notwithstanding the
foregoing, the Assignee shall be responsible for all fees and expenses incurred by the City with respect to
its consent to this Assignment. .
7. Validity and Severability. It is the intention of the parties that the provisions of this
Agreement shall be enforced to the fullest extent permissible under the laws and public policies of State of
Kansas, and that the unenforceability (or modification to conform with such laws or public policies) of any
provision hereof shall not render unenforceable, or impair, the remainder of this Assignment. Accordingly, if
any provision of this Agreement shall be deemed invalid or unenforceable in whole or in part, this
Assignment shall be deemed amended to delete or modify, in whole or in part, if necessary, the invalid or
unenforceable provision or provisions, or portions thereof, and to alter the balance of this Assignment in
order to render the same valid and enforceable.
8. Kansas Law. This Assignment shall be governed by and construed in accordance with
the laws of the State of Kansas.
9. Counterparts. This Assignment may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same agreement.
10. Recordation of Assignment. The parties agree to execute and deliver an original of this
Assignment and any amendments or supplements hereto, in proper form for recording and/or indexing in
the appropriate land or governmental records, including, but not limited to, recording in the real estate
records of Saline County, Kansas. This Agreement shall be recorded by the Assignee, and proof of
recording shall be provided to the City.
[THE REMAINDER OF TillS PAGE INTENTIONALLY LEFT BLANK]
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nns AGREEMENT has been executed as of the date first hereinabove written.
SALINA PARTNERS, LLC,
a Delaware limited liability co pany
,ACKNOWLEDGMENT
STATE OF KANSAS )
) S8.
COUNTY OF SALINE )
On ~ ~, 2009, before me, the undersigned, a Notary Public in and for said State,
personally ap~~......._ ~""'~ . proved to me on the basis of satisfactory evidence to be the
person whose name is subscribed to the within instrument as a managing member of SALINA PARTNERS,
LLC and acknowledged to me that he executed the same in his authorized capacities, and that by such
person's signature on the instrument the entity upon behalf of which the person acted, executed the
instrument.
WITNESS my hand and official ~eal.
My commission expires:
"~'o~~'L-.
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TIllS AGREEMENT has been executed as of the date first hereinabove written.
ACKNOWLEDGMENT
STATE OF KANSAS )
) SS.
COUNTY OF SALINE )
On '>$.0+ 11' 2009, before me, the undersigned, a Notary Public in and for said State,
personally a~~ p 'r iJll./l , proved to me on the basis of satisfactory evidence to be the
person whose name is subscribed to the within instrument as a managing. member of ONE KANSAS, LLC
and acknowledged to me that he executed the same in his authorized capacities, and that by such person's
signature on the instrument the entity upon behalf of which. the person acted, executed the instrument.
WITNESS my hand and official seal.
~Dff~
/ /. otary Public
My commission expires:
"OFFICIAL SEAL"
Murray J. Lewis~n.
Notary Public. State of illinOIS
My Commission Exp. 02/04/2010
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CONSENTED AND APPROVED:
CITY OF SALINA, KANSAS
BY:~C~
Mayor
(SEAL)
ATTEST:
~~
ACKNOWLEDGMENT
STATE OF KANSAS )
) SS.
COUNTY OF SALINE )
On J~ . ~ 2009, before me, the undersigned, a Notary Public in and for said state,
personally appeared m uJ(i /flItxJn and LJpv f1n11 E/QPV ' proved to me on the basis of
satisfactory evidence to be the persons whose names are subscribed to the within instrument as Mayor and
City Clerk, respectively, of the CITY OF SALINA, KANSAS, the city of the third class therein named, and
acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on
the instrument the entity upon behalf of which the persons acted, executed the instrument.
WITNESS my hand and official seal.
\Jruri1'/ .~ !VtuJJ,
Notary Public
My commission expires:
'-I/Zl/20/2
f\.. SHANDI L. WICKS
~ Notary Public - State 0 Kansas
My Appl. E~pires
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SCHEDULE 1
LEGAL DESCRIPTION OF THE REAL PROPERTY
A portion of Lot One (1), Block One (1), Lambertz Addition to the City of Salina, Saline County,
Kansas, more particularly described as follows:
Beginning at the Northeast corner of Lot One (1), Block One (1), Lambertz Addition to the City of
Salina, Saline County, Kansas; thence with an assumed bearing South 000 17' 43" (platted as S. 000 13'
27" W.) along the East line of said Lot One (1) for a distance of 70.54 feet; thence North 900 00' 00"
West a distance of 256.55 feet; thence South 000 00' 00" East 92.29 feet; thence following the arc of a
curve to the right having a radius of 225.00 feet Southwesterly through an arc length of 73.42 feet
(chord bears South 090 20' 54" West 73.10 feet); thence following the are ofa curve to the left having a
radius of 275.00 feet Southwesterly through an arc length of 89.74 feet (chord bears South 090 20' 54"
West 89.3 feet); thence South 000 00' '00" East 90.69 feet; thence North 900 00' 00" West 139.61 feet;
thence North 000 00' 00" East 68.25 feet; thence South 900 00' 00" West 104.00 feet; thence North 000
00' 00" East 33.87 feet; thence North 90000' 00" West 184.00 feet; thence South 000 00' 00" West 8.00
feet; thence North 900 00' 00" West 207.27 feet to the West line of said Lot One (1); thence
Northwesterly along the West line of Said Lot One (1) along a curve to the left having a radius of
5,879.65 feet through an arc length of 320.09 feet (chord bears N 60 48' 25" W 320.05 feet) to the
Northwest comer of said Lot One (1); thence North 890 53' 15" East along the North line of said Lot
One (1) a distance of 955.39 feet to the point of beginning containing 5.658 Acres subject to any
easement of record.
BEING APART OF:
Lot One (1), Block One (1) and Lot One (1), Block Two (2), Replat of Lambertz Addition, to the City
of Salina, Saline County, Kansas.
Common Address: 2580 S. 9th Street, Salina, KS
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