2012/06/06 Agreement Santa Rosa Academy - Planning Area 5 - Assignment and Assumption AgreementCity of Menifee
CHICAGO TITLE COMPANY JUL 10 2012
700 S. Flower Street, Suite 800, Los Angeles, CALIFORNIA 90017 Received
(213)488-4300 Fax(213)612-4110
July 27, 2012
City of Menifee
29714 Haun Road
Menifee, CA 92586
Attention: City Clerk
Property: 25 acres, Menifee, CALIFORNIA
Escrow No:116744995 X40
In connection with the above referenced escrow we enclose the following:
(x) Original recorded Assignment and Assumption Agreement.
If we can provide any additional information or answer any questions, please contact us.
Sincerely,
CHICAGO TITLE COMPANY
Fran Maloney for
Maria Martinez
Commercial Escrow Officer
via OnTrac
3CLTR--08/23/96bk
CHICAGO TITLE COMPANY
RECORDING REQUESTED BY )
AND WHEN RECORDED MAIL TO: )
City of Menifee )
29714 Haun Road
Menifee, CA 92586 )
Attn: City Clerk )
DOC # 2012-0259495
06/06/2012 08:00 AM Fees: $0.00
Page 1 of 12
Recorded in Official Records
County of Riverside
Larry W. Ward
Assessor, County Clerk & Recorder
`*This document was electronically submitted
to the County of Riverside for recording—
Receipted by: LCWEATHERS
(Space Above This Line for Recorder's Use Only)
Exempt from Recording Fee per Government Code §27383
ASSIGNMENT AND ASSUMPTION AGREEMENT
(Santa Rosa Academy - Planning Area 5)
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is entered into as
of the 5A day of --300E 2012, by and among STARK MENIFEE LAND, LLC, a Delaware
limited liability company ("Assignor"), SANTA ROSA ACADEMY, a California public charter
school operated as a public benefit corporation ("Assignee"), and CITY OF MENIFEE, a municipal
corporation of the State of California ("City").
RECITALS
Stark Menifee Land, LLC ("Developer") has entered into a Development Agreement with the City
effective June 13, 2011 (Recorder's Document No. 2011-0272260) ("Development Agreement"), to
facilitate the development of that certain real property owned by Developer within the City of
Menifee, State of California, which is legally described in Exhibit A to the Development Agreement
("Property"). Capitalized terms used but not otherwise defined herein shall have the meaning
ascribed to such terms in the Development Agreement.
Assignor is the fee owner of the approximately 25-4cre portion of the Site more particularly
described in Exhibit 1 attached hereto and incorporated herein ("Assigned Property").
Assignor desires to transfer its interest in the Assigned Property to Assignee concurrently with
execution of this Agreement and Assignor desires to so acquire such interest in the Assigned
Property from Assignor.
Section 7.3 of the Development Agreement provides that Developer may freely assign less than all of
its rights and obligations under the Development Agreement to another party who acquires a portion
of the Property, provided that (i) the Assignor shall have provided to City at least ten (10) business
days prior written notice, (ii) the Assignor and Assignee document the assignment in an agreement
substantially in the form of Exhibit C to the Development Agreement and that such assignment and
assumption agreement provides that the Assignee agrees in writing to be subject to all of the
applicable provisions of the Development Agreement and provides for the allocation of
responsibilities and obligations between the Assignor and Assignee as to the Assigned Property, and
(iii) this Agreement shall be recorded in the in the Official Records on the Assigned Property.
Assignor has provided the required written notice to City of its intent to enter into an assignment and
assumption agreement as required by Section 7.3, this Agreement is substantially in the form of
Exhibit C to the Development Agreement, provides that the Assignee agrees in writing to be subject
#10561321_v2
CHICAGO TITLE COMPANY
RECORDING REQUESTED BY )
AND WHEN RECORDED MAIL TO: )
City of Menifee
29714 Haun Road )
Menifee, CA 92586 )
Attn: City Clerk )
(Space Above This Line for Recorder's Use Only)
Exempt from Recording Fee per Government Code §27383
ASSIGNMENT AND ASSUMPTION AGREEMENT
(Santa Rosa Academy - Planning Area 5)
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is entered into as
of the9411 day of --J09E 2012- by and among STARK MENIFEE LAND, LLC, a Delaware
limited liability company ("Assignor"), SANTA ROSA ACADEMY, a California public charter
school operated as a public benefit corporation ("Assignee"), and CITY OF MENIFEE, a municipal
corporation of the State of California ("City").
RECITALS
Stark Menifee Land, LLC ("Developer") has entered into a Development Agreement with the City
effective June 13, 2011 (Recorder's Document No. 2011-0272260) ("Development Agreement"), to
facilitate the development of that certain real property owned by Developer within the City of
Menifee, State of California, which is legally described in Exhibit A to the Development Agreement
("Property"). Capitalized terms used but not otherwise defined herein shall have the meaning
ascribed to such terms in the Development Agreement.
Assignor is the fee owner of the approximately 25-acre portion of the Site more particularly
described in Exhibit 1 attached hereto and incorporated herein ("Assigned Property").
Assignor desires to transfer its interest in the Assigned Property to Assignee concurrently with
execution of this Agreement and Assignor desires to so acquire such interest in the Assigned
Property from Assignor.
Section 7.3 of the Development Agreement provides that Developer may freely assign less than all of
its rights and obligations under the Development Agreement to another party who acquires a portion
of the Property, provided that (i) the Assignor shall have provided to City at least ten (10) business
days prior written notice, (ii) the Assignor and Assignee document the assignment in an agreement
substantially in the form of Exhibit C to the Development Agreement and that such assignment and
assumption agreement provides that the Assignee agrees in writing to be subject to all of the
applicable provisions of the Development Agreement and provides for the allocation of
responsibilities and obligations between the Assignor and Assignee as to the Assigned Property, and
(iii) this Agreement shall be recorded in the in the Official Records on the Assigned Property.
Assignor has provided the required written notice to City of its intent to enter into an assignment and
assumption agreement as required by Section 7.3, this Agreement is substantially in the form of
Exhibit C to the Development Agreement, provides that the Assignee agrees in writing to be subject
#10561321_v2
u 1006�05-4
to all of the applicable provisions of the Development Agreement, provides for the allocation of
responsibilities and obligations between the Assignor and Assignee as to the Assigned Property, and
shall be recorded in the Official Records on the Assigned Property.
Assignor desires to assign to Assignee and Assignee desires to assume the rights and obligations of
Assignor under the Development Agreement applicable to the Assigned Property as provided in this
Agreement. Upon execution of this Agreement and transfer to Assignee of legal title to the Property,
Assignor desires to be released from all obligations under the Development Agreement as to the
Assigned Property as provided in this Agreement.
AGREEMENT
NOW, THEREFORE, Assignor, Assignee and City hereby agree as follows:
1. Assignment by Assignor. Assignor hereby assigns, transfers and grants to Assignee,
and its successors and assigns, all of Assignor's rights, title and interest and obligations, duties,
responsibilities, conditions and restrictions under the Development Agreement applicable to the
Assigned Property, except for those rights and obligations provided in subsection l(i)-(iv) below
which shall not be assigned to the Assignor but shall be retained by Assignor (collectively, "Assigned
Rights and Obligations"):
(i) All rights and obligations related to Section 2.2 (Term) and the Assignor shall
have the right to account for any development on the Assigned Property to comply with the
requirement for extension set forth in Section 2.2 and Exhibit F.
(ii) All rights and obligations related to Sections 3.19 (Civic Center Site), Section
3.19.1 (Conveyance of the Civic Center Site), Section 3.20 (Courthouse Site) and Section 3.21
(Public Park Obligation).
(iii) All rights and obligations related to the submission of the Annual Review form
to the City pursuant to Section 6.2 (Annual Review). Upon request by the Assignor, the Assignee
shall submit the required information as to the Assigned Site to the Assignor for inclusion in the
Annual Review form as to the Assigned Property and shall cooperate in good faith to ensure timely
submittal and prompt and adequate response to any requests for information from the City pursuant
to Section 6.2 related to the Assigned Property.
(iv) All rights and obligations as to Section 8.3 (Amendments to the Agreement),
except that the Assignee may amend the Development Agreement, with City approval pursuant to
Section 8.3, only as to the Assigned Property and only with the prior written approval of the
Assignor, which approval shall not be unreasonably withheld, delayed or conditioned.
2. Acceptance and Assumption by Assignee. Assignee, for itself and its successors and
assigns, hereby accepts such assignment and assumes all such Assigned Rights and Obligations,
whether accruing before or on or after the Effective Date (defined in Section 16 below). Assignee
agrees, expressly for the benefit of City, to comply with, perform and execute all of the covenants
and obligations of Stark Menifee Land, LLC arising from or under the Development Agreement as to
the Assigned Property and Assigned Rights and Obligations.
410561321_Q
3. Release of Assignor. Assignee and City hereby fully release Assignor from all the
Assigned Rights and Obligations. Both Assignor and Assignee acknowledge that this Agreement is
intended to fully assign the Assigned Rights and Obligations to Assignee, and it is expressly
understood that Assignor shall not retain any of the Assigned Rights and Obligations.
4. Substitution of Assignor. Assignee hereafter shall be substituted for and replace
Assignor in the Development Agreement as to the Assigned Property. Whenever the term "Stark
Menifee Land, LLC" appears in the Development Agreement as it relates to the Assigned Property, it
shall hereafter mean Assignee. Whenever the term "Developer" appears in the Development
Agreement, it shall hereafter include Assignee as to the Assigned Property.
5. Assignor and Assignee Agreements Indemnifications and Waivers.
(a) Assignee represents and warrants to City as follows
(i) Assignee is a public charter school operated as a public benefit
corporation duly formed within and good standing under the laws of the State of
California. The copies of the documents evidencing the formation of Assignee,
which have been delivered to City, are true and complete copies of the originals, as
amended to the date of this Agreement. Assignee has full right, power and lawful
authority to undertake all obligations as provided herein and the execution,
performance and delivery of this Agreement by Assignee has been fully authorized
by all requisite actions on the part of Assignee.
(ii) Assignee's execution, delivery and performance of its obligations
under this Agreement will not constitute a default or a breach under any contract,
agreement or order to which Assignee is a party or by which it is bound.
(iii) Assignee has not (i) made a general assignment for the benefit of
creditors, (ii) filed any voluntary petition in bankruptcy or suffered the filing of any
involuntary petition by Assignee's creditors, (iii) suffered the appointment of a
receiver to take possession of all, or substantially all, of Assignee's assets,
(iv) suffered the attachment or other judicial seizure of all, or substantially all, of
Assignee's assets, (v) admitted in writing its inability to pay its debts as they come
due, or (vi) made an offer of settlement, extension or composition to its creditors
generally.
(iv) As of the Effective Date of this Agreement, Assignee owns fee simple
title to the Property.
6. Assignor and Assignee hereby acknowledge and agree that City has not made, and
will not make, any representation or warranty that the assignment and assumption of the
Development Agreement provided for hereunder will have any particular tax implications for
Assignor or Assignee.
(a) Assignor and Assignee each hereby waives and releases and each hereby
agrees to indemnify and hold City harmless from any and all damages, liabilities, causes of
action, claims or potential claims against City (including attorneys fees and costs) arising out
of or resulting from the assignment and assumption of the Assigned Rights and Obligations.
#10561321_Q
(b) Assignor acknowledges and agrees that the Assigned Rights and Obligations
have been fully assigned to Assignee by this Agreement and, accordingly, that Assignee shall
have the exclusive right to assert any claims against City with respect to such Assigned
Rights and Obligations. Accordingly, without limiting any claims of Assignee under the
Development Agreement related to the Assigned Rights and Obligations, Assignor hereby
waives any claims or potential claims by Assignor against City to the extent arising solely out
of Assigned Property and/or Assigned Rights and Obligations.
7. Development Agreement in Full Force and Effect. Except as specifically provided
herein with respect to the assignment, all the terms, covenants, conditions and provisions of the
Development Agreement are hereby ratified and shall remain in full force and effect.
8. Recording. Assignor shall cause this Agreement to be recorded in the Official
Records of Riverside County, California on the Assigned Property, and shall promptly provide
conformed copies of the recorded Agreement to Assignee and City.
9. Successors and Assigns. Subject to the restrictions on transfer set forth in the
Development Agreement, all of the terms, covenants, conditions and provisions of this Agreement
shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs,
successors and assigns, pursuant to Section 7.3 of the Development Agreement.
10. Assignee Address for Notices.
The address of Assignee for the purpose of notices, demands and communications under
Section 8.5 of the Development Agreement shall be:
Santa Rosa Academy
28237 La Piedra Road
Menifee, CA 92584
Attention: Executive Director
Telephone:(951) 672-2400
Facsimile:(951) 672-6060
With a copy to: Ritt, Tai, Thvedt & Hodges, LLP
65 N. Raymond Ave., Ste. 320
Pasadena, CA 91003
Attention:Richard J. Hansberger
Telephone:626-685-2550
Facsimile:626-685-2562
11. California Law/Venue. This Agreement shall be construed and enforced in
accordance with the laws of the State of California, without reference to choice of law provisions.
Any legal actions under this Agreement shall be brought only in the Superior Court in Riverside
County, State of California.
12. Interpretation. All Parties have been represented by counsel in the preparation and
negotiation of this Agreement, and this Agreement shall be construed according to the fair meaning
of its language. The rule of construction to the effect that ambiguities are to be resolved against the
drafting party shall not be employed in interpreting this Agreement. Unless the context clearly
#10561321_v2
requires otherwise: (a)the plural and singular numbers shall each be deemed to include the other;
(b) the masculine, feminine, and neuter genders shall each be deemed to include the others;
(c) "shall," "will," or "agrees" are mandatory, and "may" is permissive; (d) "or" is not exclusive; and
(e) "includes" and "including" are not limiting.
13. Headings. Section headings in this Agreement are for convenience only and are not
intended to be used in interpreting or construing the terms, covenants or conditions of this
Agreement.
14. Severability. Except as otherwise provided herein, if any provision(s) of this
Agreement is (are) held invalid, the remainder of this Agreement shall not be affected, except as
necessarily required by the invalid provisions, and shall remain in full force and effect unless
amended or modified by mutual consent of the Parties.
15. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to constitute an original, but all of which, when taken together, shall
constitute one and the same instrument, with the same effect as if all of the Parties to this Agreement
had executed the same counterpart.
16. City Consent. City is executing this Agreement for the limited purpose of consenting
to the form of assignment and assumption agreement pursuant to Section 7.3 of the Development
Agreement and clarifying that there is privity of contract between City and Assignee with respect to
the Development Agreement.
17. Effective Date. The Effective Date of this Agreement shall be the date upon which
Assignee obtains fee title to the Property and delivers evidence of the transfer to City ("Effective
Date"). For the purposes of this Section, the evidence of transfer shall consist of a duly recorded
deed and title report.
[Signatures follow on separate pages]
#10561321_v2
IN WITNESS WHEREOF, Assignor, Assignee and City have entered into this Agreement as
of the date first above written.
ASSIGNOR:
STARK MENIFEE LAND, LLC,
a Delaware limited liability company
By: Stark Offshore Management, LLC
Its: Manager �y�►—
By:
Name:_��Ck1p1{� {E.1Z ii(1
Its: Authorized Signatory
Notary Acknowledgment Required]
ASSIGNEE:
SANTA ROSA ACADEMY,
a California public charter school operated as a public
benefit corporation
By:_
Name:
Title:
[Notary Acknowledgment Required]
[Signatures continued on next page]
DOCSOC/ 1455134v9/200299-0001
#10561321_Q
IN WITNESS WHEREOF, Assignor, Assignee and City have entered into this Agreement as
of the date first above written.
ASSIGNOR:
STARK MENIFEE LAND, LLC,
a Delaware limited liability company
By: Stark Offshore Management, LLC
Its: Manager
Name:
Its: Authorized Signatory
Notary Acknowledgment Required]
ASSIGNEE:
SANTA ROSA ACADEMY,
a California public charter school operated as a public
benefit corporation
By:._
Name:_baj GrQieS
Title: 0,:ef O�-Fi ce r
[Notary Acknowledgment Required]
[Signatures continued on next page]
DOCSOC/1455134v9/200299-0001
#10561321_v2
State of Ga4feraie Wisconsin
County of Milwaukee
On June 4, 2012
ACKNOWLEDGMENT
before me, Ienifer C. Bersch, a Notary Public in and for said County and State,
(insert name and title of the officer)
personally appeared Michael A. Roth
who proved to me on the basis of satisfactory evidence to be the personf*whose name* is/eye
subscribed to the within instrument and acknowledged to me that he/sbeltgey executed the same in
his"`-n,cr/ ; authorized ca aci p ty(tie&); and that by his/ke~'�, signature(s}on the instrument the
person(&}; or the entity upon behalf of which the personfa)acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of GeWeFRia that the foregoing
paragraph is true and correct. ..........
C
WITNESS my hand and official seal. NPNorgRy
%lUBLG
Snature g �� (Seal)
:SC2
y9�c°' -• o4
�'��i gF WI��® `�
ACKNOWLEDGMENT
State of California , I
County of kIV e6I )
On 0('0 /0'—' lo2C)/ before me,Kimb`cr4/Y"l -,{ l`t/ eZyIVdkrylikki,c
y / (insert n me and title of the officer)
personally appeared /JaV { U �- row e-5
who proved to me on the basis of satisfactory evidence to be the person(ay whose name(sris/are
subscribed to the within instrument and acknowledged to me that he/sVA06y executed the same in
his/ter/their authorized capacity(j*8), and that by his/Idr/their signature($) on the instrument the
personfs'j, or the entity upon behalf of which the personal acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
---------------------------
WITNESS my hand and official seal. OFFICIAL SEAL
KIMBERLY MARTINEZ
z m ; NOTARY PUBUC•CALIFORNIA
COMM. NO.1861OD6
RIVERSIDE COUNTY
(Seal) , 21,2013
Signature Seal s.v®as ----
ATTEST:
e [�6 i P
My '66NNOE-rr City Clerk
iey
CITY
CITY OF WNIFEE, a political subdivision
State of California, _
[Notary Acknowledgment Required]
410561321_v2
ACKNOWLEDGMENT
State of Califor
County of )
On zt before me, rqf Qfj
//,, 11 (insert name and title of the o
L{ffice
personally appeared /((!(I(w A. �u)1u00sJ
who proved to me on the basis of satisfdctoN evidence toJ i the personM whose nameW Wag
subscribed to the within instrument and acknowledged to me that he/s)r6/tWey executed the same in
his/hief/their authorized capacity(iK, and that by his/hO/thsi'f signature(s) on the instrument the
personW, or the entity upon behalf of which the person(x) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
PV
JULIE WOODRUFF
Commission # 1939215
Notary Public - California =
= San Diego County
M Comm. Expires May 30, 2015
LEGAL DESCRIPTION
axNI$IT --
THOSE PORTIONS OF PARCELS 9 AND 10 OF PARCEL MAP 9504, IN THE CITY OF MENIFEE,
COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SI4OWN BY MAP ON FILE IN BOOK 67
OF PARCEL MAPS AT PAGES 5 AND 6, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA,
LYING IN SECTION 3, TOWNSHIP 6 SOUTH, RANGE 3 WEST, SAN BERNARDINO MERIDIAN,
DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID PARCEL 9, SAID CORNER BEING ON
THE CENTERLINE OF SI IERMAN ROAD (44.00 FEET IN HALF WIDTH), AS SHOWN ON SAID
PARCEL MAP; THENCE SOUTHH 89' 5633" EAST ALONG ]'HE NORTI IERLY LINE OF SAID
PARCEL 9, A DISTANCE OF 1041.04 FEET TO A PONT ON A LINE PARALLEL WITH AND
DISTANT WESTERLY 258.00 FEET, MEASURED AT A RIGHT ANGLE, FROM THE WESTERLY
RIGHT OF WAY LINE OF HAUN ROAD (52.00 FEET N FULL WIDTH AS GRANTED -1'0 THE;
STATE OF CALIFORNIA BY GRANT DEED RECORDED SEPIEMBER 27, 1972 AS
INSTRUMENT NO. 129135, OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA);
THENCE SOUTI1 00* 11' 02" WEST ALONG SAID PARALLEL. LINE, A DISTANCE OF 94.00 FEET
TO A POINT ON THE SOUTHERLY RIGHT OF WAY LINE OF LA PIEDRA ROAD (100.00 FEET
N FULL WIDTH AS SET FORTH N THAT CERTAIN EASEMENT TO THE COUNTY OF
RIVERSIDE FOR PUBLIC ROAD AND DRAINAGE PURPOSES RECORDED JUNE 27, 2008 AS
DOCUMENT NO. 2008 0351211, OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA),
SAID POINT ALSO BEING THE. NORTHWESTERLY CORNER OF THAT CERTAIN PARCEL OF
LAND CONVEYED TO RIVERSIDE COUNTY FLOOD CONTROL. AND WATER
CONSERVATION DISTRICT BY GRANT DEED RECORDED SEPTEMBER 29, 201 I AS
DOCUMENT NO.2011-0432006, OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA;
THENCE CONTINUING SOUTH 000 1 P 02" WEST ALONG THE WESTERLY LINE OF SAID
PARCEL SO CONVEYED, A DISTANCE OF 1085.33 FEET TO A POINTTHEREON; THENCE
LEAVING SAID WESTERLY LINE SOUTH 890 42' 18" WEST, A DISTANCE OF 1041.82 FEET TO
A POINT ON SAID CENTERLINE OF SHERMAN ROAD; THENCE NORTH 00' 13' 1 1" EAST
ALONG SAID CENTERLINE, A DISTANCE OF 1185.74 FEET TO THE POINT OF BEGINNING;
SAID LAND IS SHOWN AS PARCEL A ON THAT CERTAIN NOTICE OF LOT LINE
ADJUSTMENT NO.10-002, RECORDED JUNE 4, 2012 AS INSTRUMENT NO.2012-0255769,
OFFICIAL RECORDS OF SAID COUNTY.
END OF LEGAL DESCRIPTION