2018/02/28 Agreement Partial Assignment and Assumption Agreement, APN: 372-050-032-2, Mckinley Mosaic, LLC, Pulte Home Company, LLC DOC # 2018-0075238
02/28/2018 01:39 PM Fees: $64.00
RECORDING REQUESTED BY: Page 1 of 13
First American Title Company Recorded in Official Records
County of Riverside
WHEN RECORDED MAIL DOCUMENT TO: Peter Aldana
City of Menifee Assessor-County Clerk-Recorder
29714 Haun Road
Menifee, Ca. 92586 "This document was electronically submitted
Attn: City Clerk to the County of Riverside for recording"
Receipted by:ALYCIA#778
Space Above This Line for Recorder's Use Only
A.P.N.: 372-050-032-2 File No.: OSA-5438320(jg)
Property Address: McKinley Mosaic, Menifee, CA
Partial Assignment and Assumption Agreement
Title of Document
TRA: 026-179
DTT: NA
This document is a transfer that is subject to the imposition of documentary transfer tax.
() Exempt from fee under GC 27388.1 due to it being recorded in connection with a transfer of real property that
is a residential dwelling to an owner-occupier.The recorded document transferring the dwelling to the owner-
occupier was recorded as document No. of Official Records.
()Transfer of real property subject to the imposition of Documentary Transfer Tax-GC 27388.1 (a)(2)
()Transfer of real property that is a residential dwelling to an owner-occupier-GC 27388.1 (a)(2)
() Exempt from fee under GC 27388.1 due to being recorded in connection with a transaction that was subject to
documentary transfer tax which was paid on document recorded as Document
No. of Official Records
() Exempt from fee under GC 27388.1 due to the maximum fees having been paid on document(s) recorded
as Document No. of Official Records
() Exempt from fee under GC 27388.1 due to it being recorded in connection with a transfer of real property that
is a residential dwelling to an owner-occupier. The recorded document transferring the dwelling to the owner-
occupier was recorded as document No. of Official Records.
(x) Exempt from fee under GC 27388.1 for the following reasons: recording concurrent with the grant deed
THIS PAGE ADDED TO PROVIDE EXEMPTION INFORMATION FOR THE
BUILDING HOMES AND JOBS ACT FEE
(SB-2; AFFORDABLE HOUSING FEE)
($3.00 Additional recording fee applies)
Recording Requested By: DOC#2018-0075238 Page 2 of 13
First American Title Company
National Homebuilder Services
Subdivision Department
RECORDING REQUESTED BY )
AND WHEN RECORDED MAIL TO: )
)
City of Menifee )
29714 Haun Road )
Menifee, CA 92586 )
Attn: 2City Clerk )
(Space Above This Line for Recorder's Use Only)
Exempt from Recording Fee per Government Code§27383
PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT("Agreement") is
entered into as of the VV�'day of'VdO dtt� , 2018 by and among MCKINLEY MOSAIC
LLC, a Delaware limited liability company (' signor"), PULTE HOME COMPANY, LLC, a
Michigan limited liability company ("Assignee"), and CITY OF MENIFEE, a municipal
corporation of the State of California("City").
RECITALS
A. Assignor (in its capacity as "Developer") has entered into a Development
Agreement with the City effective September 15, 2017 (Recorder's Document No. 2017-0386019)
("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 B
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.
B. Assignor is the fee owner of the 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 Assignee desires to so acquire such interest in
the Assigned Property from Assignor.
D. Section 2.3 of the Development Agreement provides that Developer may 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 prior
written notice, (ii) the Assignor and Assignee document the assignment in an agreement
substantially in the form of Exhibit E 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 2.3, this Agreement is
substantially in the form of Exhibit E 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 applicable
to, serve, benefit and/or relate to the Assigned Property (collectively, "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
to the extent they 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 17 below).
Assignee agrees, expressly for the benefit of City, to comply with, perform and execute all of the
covenants and obligations of Assignor arising from or under the Development Agreement as to the
Assigned Property and Assigned Rights and Obligations.
3. Release of Assignor. Assignee and 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 "McKinley" 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
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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 in a manner compliant with the vested rights
secured under the Development Agreement.
5. Assignee's Representations and Warranties.
(a) Assignee represents and warrants to City as follows:
(i) Assignee is a limited liability company duly organized and in good
standing under the laws of the State of Michigan and qualified to transact business in 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 Assigned Property.
6. Assignor and Assigneegreements, 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
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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 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 full 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.
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:
Pulte Home Company, LLC
27101 Puerta Real, Suite 300
Mission Viejo, CA 92691
Attn: Gregory Tsujimoto
Email: Gregory.Tsujimoto@PulteGroup.com
Pulte Home Company, LLC
27101 Puerta Real, Suite 300
Mission Viejo, CA 92691
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Attn: Donald J. Sajor
Email: Don.Sajor@PulteGroup.com
The City shall send a copy of any Notice of Default under Article 7 of the Development Agreement
related to the Property or the Assigned Site to both Assignor and Assignee
11. California LawNenue. 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
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. Headinus. 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 Article 8 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.
IN WITNESS WHEREOF, Assignor, Assignee and City (subject to the limitations set
forth in Section 16) have entered into this Agreement as of the date first above written.
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"ASSIGNOR"
MCKINLEY MOSAIC LLC,
a Delaware limited liability company
By: Mission Development Group Real Estate Partners I,
LP,
a Delaware limited partnership
Its: Member
By: McKinley Capital Partners, LLC,
A California limited liability company
Its: General P er
By:
Name:
Title:
DOC#2018-0075238 Page 8 of 13
"ASSIGNOR"
MCKINLEY MOSAIC LLC,
a Delaware limited liability co any,
By: VO
Name:
Title:
"ASSIGNEE"
PULTE HOME COMPANY, LLC,
a Michigan li d liability company
By:
Name:
Title:
[Notary Acknowledgments Required]
6
DOC#2018-0075238 Page 9 of 13
CITY
CITY OF MENIFEE,
a political sub on of the State of California,
By:-
Name: AaMWX Cam• ViLLA•
Title: City Manager
[Notary Acknowledgment Required]
ATTEST:
By•
it Clerk
APPROVED AS TO FORM:
By:
C• rney
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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 ed7912tLQ S ) ss.
(� - '
�,� tom" �6ht tl Notary Y
On bef re me, . Nota Public, personally
appeared , who proved to me on the basis of satisfactory
evidence to be the persohk whose name4 is/aX subscribed to the within instrument and
acknowledged to me that he/S,I/tl* executed the same in his/1)iCt1Xr authorized capacity,
and that by his/hAth_* signaturetA on the instrument the persong or the entity upon behalf of
which the person 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 m hand and official seal. JENNIFER DOMINIK
Y Commission#r 2085852 Z
-� Notary Public•California
Contra Costa County
SignaturAn7u-4myComm.Expires Oct 13 2018
(Seal)
9
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DOC#2018-0075238 Page 11 of 13
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 )
) ss.
COUNTY OF O r 0t V%Q,e, )
On ��Z? f before me, M 0121'A'r e .s014-41;f(Notary Public, personally
appeared 1�K+eIr 441' l i-Doi , 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. MA11AR SAME sOLTANI
Notary Public -California
i • Orange County D
Si nature Commission #2169884
g My Comm.Expires Oct 28,2020
(Seal)
8
DOC#2018-0075238 Page 12 of 13
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 )
ss.
COUNTY OF �iVe,(51AC, )
On 2 22 201$before me, Sar2xh 4. M"u)oX- Notary Public, personally
appeared r" 6. VM a who proved to me on the basis of satisfactory
evidence to be the person[V whose name"10/r subscribed to the within instrument and
acknowledged to me that]/slr/t executed the same i> fii / tr/t�eir authorized capacity(id),
and that by laWr/thgir signature on the instrument the person(s), or the entity upon behalf of
which the person(�f 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. SARAH A.MANWARING
Notary Public-California
i Riverside County i
J Z Commission#2164953 D
Signatur My Comm.Expires Sep 17,2020
(Seal)
9
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DOC#2018-0075238 Page 13 of 13
Exhibit 1
EXMIBIT A
LEGAL DESCRUTION
THE LAND REFERRED TO HEREIN BELOIRF IS SITUATED IN THE C3TY OF MENUME,IN THE COUNTY Of'
RIV ERSIDE,STATE OF CALIFOFink AND IS DESERMIEDAS FOLLOWS:
PARCEL'B"OF LOT LINE ADJUSTMENT NO.5050,RECORDED SEPTEMBER 15�,2006AS INSTRLWNT NO.06-
0694124 OF OFFICLkL RECORDS RIVERSIDE COUNTY-, CALIFORNIA. AND FURTHER DESCRIBED AS
FOLLOWS:
BEING A PORTION OF THE.EAST I.1"2 OF THE SOUTHWESTIM OF SECTION 11,TOV NiSHIP 6 SOUTH,RANGE 3
IRTEST. SAN BERNARDINO, BASE AND IVIERIDIAN, RECORDS OF RIVERSIDE COUNTY.. DESCRIBED AS
FOLLOWS:
BEGINNING AT THE INTERSECTI-024 OF THE CENTER LINE OF CRAIG AVENUE AND PALOMAR ROAD,
BEING THE CENTER OF SAID SECTION 11;AND THE TRUE POINT OF BEGINNING;
THENCE,NORTH 99-2952"WEST,ALONG THE NORTH LINE OF'THE SW 114 OF SAID SECTION I I.,BEING THE,
CENTER LINE OF CRAIG AVENUE,A DISTANCE OF'609-2,4 FEET;
THENCE,SOUTH 00-30'.2;8-WEST,ADISTANCE OF 30.00 FEET,
THENCE, SOUTH 20-45-37- WEST.,A DISTANCE OF I81.81 FEET TO THE BEGINNING OF A NON- TANGENT
CURVE,CONCA-V E SOUTHWESTERLY,HAVING A RADIUS OF 30100 FEET;
THENCE, SOLTIHEASTERLY ALONG SAID CTJMVE, THROUGH A CENTRAL ANGLE OF 08'2432' AN ARC
LENGTH OF 44.03;
THENCE,SOUTH 29.10*6-WEST,A DISTANCE OF,130j03 FEET,
THENCE,SOUTH 50'01"44"EAST,A DISTANCE OF,65.00FEET,
THENCE..SOUTH 0716'13'WEST,A DISTANCE OF 40:0 FEET,
THENCE,SOUTH 23'21'27,WEST,A DISTANCE OF 11.66 FEET,
THENCE,SOUTH 22-1 T58' WEST,A DISTANCE OF 86.62 FEET,
THENCE,SOUTH 33'"27%-WEST.A DISTANCE OF 29�.56 FEEirl,
THENCE,SOUTH 33-27*3-I%TST.,A DISTANCE OF 54.99,FEET,
THENCE,SOUTH 25-IV04-VTEST„A DISTANCE OF 60.04 FEET
THENCE,'SOUTH 00-5247-VTEST„A DISTANCEOF 59.11 FEET,
THENCE,SOUTH 89-07'13-EAST,A DISTANCE OF 11031 FEET;
THENCE:S0117H 00752"47 WEST,A DISTANCE OF 266.00 FEET.:.
,THENCE,NORTH 89-07'13-WEST,A DISTANCE OF 85.98 FEET,
THENCE,SOUTH 87'"36-WEST,A DISTANCE OF 22-05 FEEI.
)THENCE,SOLTIH 00'5T47"WEST.A DISTANCE OF 273-21FEET,
THENCE,SOUTH 89-07'13"EAST,A DISTANCE OF 10S.00 FEET,.
THENCE;NORTH 97-50!17"EAS TA DISTANCE OF 60.08 FEET,
THENCE,SOUTHH 89-07'13-EAST,A DISTANCE OF 78.59"FEET,
THENCE,NORTH 78-18'42-EAST,A DISTANCE OF 82-I8,FEET,
THENCE,NORTH 75-56'14-EAST,A DISTANCE Of 73-73 FEET,
,THENCE,NORTH 75-47-03-FAST,A DISTANCE OF 65-05 FEET,
THENCE,NORTH 85*11T45"EAST,A DISTANCE OF 58-86FEET,
THENCE, SOUTH 89-07'13-EAST,A DISTANCE OF 231.14 FEET,TO THE EAST LINE OF 'THE SW 114 Of SAID
SECTION 11.BEING THE CENTER LINE OFPALOMAR ROAD,
THENCE, NORTH 00"5747 EAST, ALONIG SAID EAST LINE,A DISTANCE OF t 1716.1 FEET TO THE TRUE
POINT OFBEGINNING.
APN. 372-050-03,2:2
11
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