2015/10/02 Agreement Stark Menifee Land LLC - Partial Assignment and Assumption Agreement - PM 36299-1C1)1,co8oT"TIe- CcjmP 01
RECORDING REQUESTED BY )
AND WHEN RECORDED MAIL TO: )
)
City of Menifee )
29714 Haun Road )
Menifee, CA 92586 )
Attn: City Clerk )
DOC # 2015-0438620
10/02/2015 03:24 PM Fees: $0.00
Page 1 of 13
Recorded in Official Records
County of Riverside
Peter Aldana
Assessor -County Clerk -Recorder
"This document was electronically submitted
to the County of Riverside for recording"
Receipted by: MARIA #309
(Space Above This Line for Recorder's Use Only)
Exempt from Recording Fee per Government Code §27383
PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT
(Planning Area 3)
THIS PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is
entered into as of the day of 142T' 2015, by and among STARK MENIFEE LAND, LLC, a
Delaware limited liability company ("Assignor"), SHOWPROP MENIFEE, LLC, a California
limited liability company ("Assignee"), and CITY OF MENIFEE, a municipal corporation of the
State of California ("City").
RECITALS
Stark Menifee Land, LLC (in its capacity as "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 8.08-acre portion of the Property, more
particularly described in Exhibit 1 attached hereto and incorporated herein ("Assigned
Property").
C. 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.
D. 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 of
Riverside County ("Official Records") as an encumbrance on the Assigned Property.
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Cc"POVI
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
PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT
(Planning Area 3)
THIS PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is
entered into as of the day of 1y�2015, by and among STARK MENIFEE LAND, LLC, a
Delaware limited liability company ("Assignor"), SHOWPROP MENIFEE, LLC, a California
limited liability company ("Assignee"), and CITY OF MENIFEE, a municipal corporation of the
State of California ("City").
RECITALS
Stark Menifee Land, LLC (in its capacity as "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 8.08-acre portion of the Property, more
particularly described in Exhibit 1 attached hereto and incorporated herein ("Assigned
Property").
C. 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.
D. 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 of
Riverside County ("Official Records") as an encumbrance on the Assigned Property.
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E. 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 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 as an encumbrance on
the Assigned Property.
F. 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 Assigned 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 that are directly
applicable to, directly serve, directly benefit and/or directly relate to the Assigned Property
(collectively, "Assigned Rights and Obligations"). The term "Assigned Rights and Obligations",
however, shall not include those rights and obligations provided in subsection 1(i)-(iv) below
which shall not be assigned to the Assignee but shall be expressly retained by Assignor.
(i) All rights, obligations and liability related to Section 2.2 (Term), including but
not limited to Developer's obligations set forth in this Agreement. 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, obligations and liability related to Section 3.19 (Civic Center Site),
Section 3.19.1 (Conveyance of the Civic Center Site), Section 3.19.2 (Improvements
Related to Civic Center Site), Section 3.20 (Courthouse Site), Section 3.20.1 (Manner of
Exercise of City's Option), Section 3.20.2 (Determination of Market Value), Section 3.20.3
(Condition of Title), Section 3.20.4 (Escrow Fees, Title Charges, and Closing Costs),
Section 3.21 (Public Park Obligation), and Section 3.21.1 (Timing and Scope of Public
Parking Improvements, Park, Dedication and Pedestrian Bridge).
(iii) All rights and obligations related to the submission of the Annual Review form
to the City pursuant to Section 6.2 (Annual Review). The Assignee shall submit the
required information as to the Assigned Property to the Assignor no later than March 1st of
each year of the Term for inclusion in the Annual Review form for the Project 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.
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(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. Assignor shall not be entitled to, and shall not seek to, affect, modify, amend,
change, or alter the scope of the Development Agreement (with City approval pursuant to
Section 8.3) to affect either the Assigned Property or the Assigned Rights and Obligations.
Assignor and Assignee further agree and acknowledge that any Assigned Rights and Obligations
are to be interpreted (1) to be strictly limited to Assignee's ownership and development of the
Assigned Property and (2) such that Assignee shall not be obligated to incur, nor reimburse
Assignor for, any cost or expense arising from any Assigned Rights and Obligations as they might
continue to relate to, serve, or benefit Assignor's Property.
2. Acceptance and Assumption by Assignee. Assignee, for itself and its successors and
assigns, hereby accepts the assignment of, and assumes all of, the Assigned Rights and
Obligations, accruing after (and not prior to) 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.
3. Release of Assi nor. City hereby fully release Assignor from all of 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. With respect to the Assigned Rights and Obligations, Assignee
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
with respect to the Assigned Rights and Obligations as they relate to the Assigned Property, such
term shall hereafter mean Assignee with respect to the Assigned Rights and Obligations.
Whenever the term "Developer" or "Party" appears in the Development Agreement, it shall
hereafter include Assignee as to the Assigned Property. Whenever the term "Project" appears in
the Development Agreement with respect to the Assigned Rights and Obligations, such term shall
be interpreted (based on the context and in order to give effect to the terms and intent of this
Agreement) to include Assignee's proposed development of the Assigned Property.
Assignee's Representations and Warranties.
(a) Assignee represents and warrants to City as follows:
(i) Assignee is a limited liability company 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
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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 Assigned Property.
6. Assignor and Assignee Agreements, Indemnifications and Waivers. 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.
(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.
(c) For the Term of the Development Agreement, Assignor agrees to and shall
indemnify, defend and hold harmless Assignee, its affiliated entities and persons, and their
respective members, partners, officers, directors, shareholders, and employees from any
claims, demands, loss, liability, damages, costs or expenses (including attorneys' fees,
expert witness fees, court costs and any and all litigation fees and costs) made against or
suffered with regard to any breach by Assignor of the Development Agreement and/or this
Agreement ("Assignor Indemnity"). The foregoing Assignor Indemnity shall be binding
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on Assignor's assignees, successors -in -interest, and any person or entity that takes title to
any part of the Property.
(d) For the Term of the Development Agreement, Assignee agrees to and shall
indemnify, defend and hold harmless Assignor, its affiliated entities and persons, and their
respective members, partners, officers, directors, shareholders, and employees from any
claims, demands, loss, liability, damages, costs or expenses (including attorneys' fees,
expert witness fees, court costs and any and all litigation fees and costs) made against or
suffered with regard to any breach by Assignee of the Development Agreement and/or this
Agreement ("Assignee Indemnity"). The foregoing Assignee Indemnity shall be binding
on Assignee's assignees, successors -in -interest, and any person or entity that takes title to
the Assigned Property.
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 frill force and effect.
8. Recording. Assignor shall cause this Agreement to be recorded in the Official Records 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:
Showprop Menifee, LLC
2275 W. 190th Street. Suite 201
Torrance, California 90504
Attn: George Krikorian
The City shall send a copy of any Notice of Default under Section 6.1.2 of the Development
Agreement related to the Property or the Assigned Site to both Assignor and Assignee
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
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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
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/Amendments. 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. For
the purposes of this Section, the evidence of transfer shall consist of a duly recorded deed and title
report. This Agreement shall not be amended except by an agreement in writing signed by the
parties hereto or their respective successors -in -interest.
[Signature Page Follows]
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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 Wisconsin limited liability company
By: Stark Offshore Management, LLC,
a Wisconsin limited liability company,
its Manager
By: �Ce
Name: '� o
Its. (�
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
State of Wisconsin )
County of VW0-LtKCC )
On _ 22 W� , before me, _ Jf
�,, ` n p (insert name of notary)
Notary Public, personally appeared U U wt 1� r \b*
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of Wisconsin th4001111111uu�oi,,
the foregoing paragraph is true and correct. �.�`��FE�. C.
WITNESS my hand and official seal. ? ��' ' • Norggy••
Signature l) Sea = u' °' °
' ( � °° pUBLIG
�F•W I S,
[OR USE APPLICABLE STATE -SPECIFIC NOTARY ACKNOWLEDGEMENT FORME "/snuti%�^-�11`
[Signatures continued on next page]
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370946-00011/sqm -7- Menifee Theater- Partial Assignment of Development Agreement
ASSIGNEE:
SHOWPROP MENIFEE, LLC,
a California limited linhility comr
By: \
Name: 2i
Its:
ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
State of Cemtia
County of
On ':�W,,. 22 201 S' , before me, M L-t' G . CVLNeA-` ,
(insert name of notary)
Notary Public, personally appeared Ckwc V—V XV)&4'
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) 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)
[Signatures continued on next page]
Samuel G. Carr"
Notary PubNc - State at Large,
KENIUCKY
Notary ID 5MI95
My Com *lion Expires
Nash 9, 2018
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ILLEGIBLE NOTARY SEAL DECLARATION
GOVERNMENT CODE 27361.7
1 certify under penalty of perjury that the notary seal on the document to which this
statement is attached reads as follows:
Name of Notary 5Cq 1]0
Notary Identification Number
_j n(c ( q5
County Where Bond Is Filed S�a n 7, /� en
Date Commission Exp /` l A crh c7/ � rt
DATE: CO I I I % .5
SPL, Inc. as agent N
Signature,
GOVERNMENT CODE 27361.7
1 CERTIFY UNDER PENALTY OF PERJURY THAT THIS MATERIAL IS A TRUE COPY OF
THE ORIGINAL MATERIAL CONTAINED IN THE DOCUMENT:
SPL, Inc. as agent
DATE: I I
Signature
ATTEST:
By:46iw��
City Jerk
APPROVED AS TO FORM:
City Attorney
CITY:
CITY OF MENIFEE,
a political subdivisigp of the State of California
By: I !VI
Name: RobFrt ohnson
Title: City Ma ager
[Notary Acknowledgment on Next Page]
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-9- blenifee Theater - Partial Assignment of Development Agreement
CITY:
CITY OF MENIFEE,
a political subdivision of the State of California
By:
Name: Robert Johnson
Title: City Manager
[Notary Acknowledgment on Next Page]
ATTEST:
LOW
City Clerk
APPROVED AS TO FORM:
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ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual
who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
State of California )
County of 2,tve r s t b )
On—&nR-ymI er a11 . ;�015 , before me, S.Q.nn;�Ar RWIc ,
(insert name of notary)
Notary Public, personally appeared l�obpr �- sdA0S0n ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) 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 `1, (Seal
�JENNIFER
,-ge
ALLEN
Commission # 1984645
c-
Z li^.�_.
Notary Public - California z
Z
My
Riverside County D
Comm. Expires Jul 9, 2016
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EXHIBIT 1
ASSIGNED PROPERTY LEGAL DESCRIPTION
That certain real property situated in the City of Menifee, County of Riverside, State of California,
described as follows:
PARCELS 13 AND 15 OF PARCEL MAP NO. 36299-1, IN THE CITY OF MENIFEE,
COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 238,
PAGES 88 THROUGH 93 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
1068641.01/OC EXHIBIT 1
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