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1995-559945 KIII�G,D, ED 77,07777' OV FIRST' 1i1✓MIM TITZ ' ! .}} RICORDING REQUESTED BY AND 08- DEC-199 5 02? 17 I"N WHEN RECORDED RETURN TO: UFFCIF��_ RECORD'S ?flN IE=_i� COUNT''' �;ECORGLR.sS OFF L City of Encinitas 1379 GREGORY Sl"ITH, COUNTY "C0R['�F'` 505 South Vulcan Avenue 'F� 11.'?ry FEES 00 Encinitas, California 92024 AF. 13.70 Attn: City Manager iIF: 1-00 FREE RECORDING 130VT colic 16102 -` SPACE AEgKi T"is Lwe FOR RECORnER'e 116E ASSIGNMENT OF CITY DEVELOPMENT AGREEMENT For valuable consideration, receipt of which is hereby acknowledged, CARLTAS COMPANY,a California limited partnership("Assignor"), hereby assigns to ENCINfTASTOWN CENTER ASSOCIATES, LLC, a Delaware limited liability company ("Assignee"), all of Assignor's rights and benefits in that certain Development Agreement by and between City of Encinitas and Carltas Company, a California limited partnership; Paul Ecke Ranch, a California corporation; P.E. III Properties, LLC,a California limited liability company; Paul Ecke, Jr. and Elisabeth K. Ecke, both individually and as Co-Trustees under Trust Agreement dated March 7, 1983; North Mesa LLC, a California limited liability company; R.E.L.S., Inc., a California corporation; Charles S. Carter and Ruth Draper Carter, both as Co-Trustees under the Declaration of Trust dated June 2, 1982; Raymond A, Whitwer, an individual; David N. Whitwer,an individual; Craig P.Whitwer,an individual; and Geneen L.Whitwer, an individual, dated September 28, 1994, as recorded in the Office of the County Recorder of San Diego County, December 14, 1994, as Document No. 1994-0713677 (the "Development Agreement"),but as to only the Taind more particularly described'in Schedule 1 attached hereto and made a part hereof (the "Real Property"). Said assignment includes, without limitation, the right to obtain building permits and all other benefits under the Development Agreement, subject to the entitlement and limitations set forth in the Development Agreement. Nothing contained herein or in the "Acceptance" or "Consent" set forth below shall be construed to relieve Assignor of its obligations under the Development Agreement with respect to any real property subject to the Development Agreement retained by Assignor. Effectiveness of this Assignment is conditioned upon the conveyance of the Real Property. This Assignment has been executed at &WA/"-k , California, as of 5- , 1995. CARLTAS COMPANY, a California limited partnership By: CARLTAS MANAGEMENT, a California cor oration, Its General P rt er y By: Chri t h r . Calkins, President SD1\69232 1 oCANNED CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California 1380 County of San Diego On December 5, 1995 before me, Karen A. Phelps, Notary Public Date Name and Title of Officer(e.g.,"Jane Doe,Notary Public") personally appeared Christopher C. Calkins------------- Name(s)of Signer(s) IN personally known to me–phi,yf�,�f��/ 'c1' r�`��,fa(ytyij�/df/ ,#i� zq�r�'i. ( �to be the person(/ whose nameM is/ApWsubscribed to the within instrument and acknowledged to me that he/q/Vjb*/executed the same in his/,h)er/" authorized capacityopp ), and that by his/rpyl"r/signature(e)on the instrument the persono), � - or the entity upon behalf of which the personN acted, Y Karen A. Ptw*x executed the instrument. COMMPM3= WTMY WITNESS y hand and"officiat eal. Mfr Comm.E*�3,1st �� � // Sign Fe of Notary P lic 0T i;OONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer ❑ Corporate Officer Title(s): Title(s): ❑ Partner—❑ Limited ❑ General ❑ Partner—❑ Limited ❑ General ❑ Attorney-in-Fact ❑ Attorney-in-Fact ❑ Trustee - ❑ Trustee _ �`:" El Guardian or Conservator El Guardian or Conservator ❑ Other: Top of thumb here ❑ Other: Top of thumb here Signer Is Representing: Signer Is Representing: 0 1994 National Notary Association•6236 Remmet Ave.,P.O.Box 7184•Canoga Park,CA 91309-7184 Prod.No.5907 Reorder:Call Toll-Free 1-800-876-6827 ACCEPTANCE 1381 ENCINITAS TOWN CENTER ASSOCIATES, LLC, a Delaware limited liability company ("Assignee"), hereby (i) accepts the foregoing Assignment and (ii) assumes the duties, obligations and liabilities arising from the Development Agreement as described thereunder, it being understood that such assumption shall include unperformed obligations, if any, of Assignor which were to have been performed prior to the effective date of the Assignment but have not been so performed. Assignee acknowledges and agrees that Assignee has read and understands the Development Agreement and all of the provisions thereof, including without limitation the joint and several obligation to reimburse the City of Encinitas for specified processing costs and the cost of acquiring Indian Head Canyon Parcel regardless of whether any portion of the Project described in the Development Agreement is actually developed. This Acceptance has been executed as of bey. L,e,-- 5, / . 1995. Assignee: ENCINITAS TOWN CENTER ASSOCIATES, LLC, a Delaware limited liability company By: ZRP Encinitas, LLC;, a Delaware limited liability company , Operating Member By: Zelman Retail Partners, Inc. , a California corporation Its: Man Membe Y: Ben lRea 11—ng Its: President SD1\692327.1 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California 1382 County of San Diego On December 5, 1995 before me Karen A. Phelps, Notary Public Date Name and Title of Officer(e.g.,"Jane Doe,Notary Public") personally appeared Ben Reiling-------- Name(s)of Signer(s) X personally known to me–�F�,�/( ¢S�fe�d k�dd�k/pf�tfik s�df/safi�yah,(dr� XCt9f>Ek/to be the person(o) whose name(s) is/Ade'subscribed to the within instrument and acknowledged to me that he/*(Y/#ter executed the same in his/AU/NeiVauthorized capacity(WY,and that by his/M//#Mr/signature(,)on the instrument the personN, or the entity upon behalf of which the person(sr) acted, ----- -------------am A. Phe executed the instrument. .w �OMM WITNESS my han¢and official seal. kbCWa1* 3. ( f . Sighliure of No1'ary ublic r OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Signer's Name: ❑ Individual ❑ Individual ❑ Corporate Officer ❑ Corporate Officer Title(s): Title(s): ❑ Partner—❑ Limited ❑ General ❑ Partner—❑ Limited ❑ General ❑ Attorney-in-Fact ❑ Attorney-in-Fact ❑ Trustee ❑ Trustee _ ❑ Guardian or Conservator ❑ Guardian or Conservator E] Other: Top of thumb here ❑ Other: Top of thumb here Signer Is Representing: Signer Is Representing: 0 1994 National Notary Association-8236 Remmet Ave.,P.O.Box 7184-Canoga Park,CA 91309-7184 Prod.No.5907 Reorder:Call Toll-Free 1-800-876-6827 CONSENT 1383 The City of Encinitas hereby consents to the foregoing Assignment. The City hereby acknowledges that this Assignment complies with Section 3.1.6 of the Development Agreement. The City further agrees that Assignor is hereby released from any and all obligations related to the Development Agreement as they relate only to the Real Property described on Schedule 1. This Consent has been executed at Encinitas, California, as of , 1995. THE CITY OF ENCINITAS, a municipal corporation By: City Manager 1384 STATE OF CALIFORNIA SS. COUNTY OF SAN DIEGO On g ' , 1995,before me,the undersigned Notary Public,personally appeared Jqt-IGS rr 6elocod 45: 7, personally known to-me or u 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. WITNESS my hand and official seal. Patricia Drew • comm. 995730 ��(l, z NOT ARY PUBLIC•CAUFORNIA SAN OIEGOCOUNTY My Comm.Exp.May 29,1997: Notary Public in and for said County and State (S E A SDI\692327.1 SCHEDULE 1 to ASSIGNMENT OF CITY DEVELOPMENT AGREEMENT 1385 LEGAL DESCRIPTION OF THE REAL PROPERTY THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF SAN DIEGO, AND IS DESCRIBED AS FOLLOWS: LOTS 1 THROUGH 13 AND 16 THROUGH 38 OF CITY OF ENCINITAS TRACT NO. 94-066, UNITS I, II AND III, IN THE CITY OF ENCINITAS, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 13258, FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, NOVEMBER 7, 1995. SUBJECT TO AN UNRECORDED CONDITIONAL IRREVOCABLE OFFER TO DEDICATE REAL PROPERTY FOR PERFORMING ARTS THEATER OF LOT 16 OF SAID MAP NO. 13258. EXHIBIT "A" TO ASSIGNMENT OF DEVELOPMENT AGREEMENT s wpjl`,monica'eencralllrcenc.do