1998-820904 RSTT ADTERICAN TT
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RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
City of Encinitas i h,
505 South Vulcan Avenue
Encinitas,California 92024
-Ann: City Manager
SPAC
1998-0820904
ASSIGNMENT OF CITY DEVELOPMENT AGREEMENT
This Assignment of City Development Agreement, dated November 11, 1997, is
made with respect to the following recitals:
A. ENCINITAS TOWN CENTER ASSOCIATES, LLC, a Delaware limited
liability company ("Assignor) as the owner of the land more particularly described in
Schedule I attached hereto and made a part hereof(the "Real Property') distributed the
Real Property to its members, which its members concurrently contributed to
ENCINITAS TOWN CENTER ASSOCIATES 11, LLC, a Delaware limited liability
company("Assignee").
B. Assignor and Assignee now desire to document Assignee's rights and
obligations under the Development Agreement, as defined below,to reflect the transfer of
the Real Property from Assignor to Assignee.
For valuable consideration, receipt of which is hereby acknowledged, Assignor
hereby assigns to 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, M
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. 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 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.
[remainder of page intentionally left blank]
5A0W=AL'ASSTGNWfiM Of'CM MV Aow=.wc.dw
SCANt&D
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 Agreement is conditioned upon the conveyance of the Real
Property to Assignee.
This Assignment has been executed at California, as of
November 11, 1997.
Assignor:
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; Mann " g M
By:
Sp p o to
ce President
S:%GMPAI tiASW0NMM4r 04=Y DRV AGMlt.DWAC 2
32
ACCEPTANCE
ENCINITAS TOWN CENTER ASSOCIATES II, 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 November 11, 1997.
Assignee:
ENCINITAS TOWN CENTER ASSOCIATES II,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; Mana ' g
By;
SAt`MFID
ts: ice President
s:1GeNEUI.M88R'i3MMT OF MY MV AGMT2,DW—dw 3
33
CONSENT
The City of Encinitas hereby consents to the foregoing Assign. 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 42"- �
1998.
THE CITY OF ENCINTTAS,
a municipal corporation
By:
C� OManager
sAGBNStt LASSIONMtr or cm my Aamn.Dw&o 4
34
SCHEDULEI
TO
ASSIGNMENT OF DEVELOPMENT AGREEMENT
LEGAL DESCRIPTION OF PROPERTY
LOTS 1 THROUGH 9, 16, AND 35 OF AMENDED MAP OF CITY OF ENCINITAS
MAP NO. 13258 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. 13333, FILED IN THE OFFICE OF THE
COUNTY RECORDER OF SAN DIEGO COUNTY, JUNE 37 1996.
SUBJECT TO AN UNRECORDED CONDITIONAL IRREVOCABLE OFFER TO
DEDICATE REAL PROPERTY FOR PERFORMING ARTS THEATER OF LOT 16
OF SAID MAP NO. 13258.
3AWMALIAMIM&W OF MY Dsv AGWM mcaaa
35
ALL-PURPOSE ACKNOWLEDGEMENT
State of California )
ss.
County of San Diego )
On December 9, 1998, before me, Patricia Drew, Notary Public,
appeared James F. Benson, personally known to me to be the person
whose name is subscribed to the within instrument and acknowledged
to me that he executed the same in his authorized capacity, and that
by his signature on the instrument, or the entity upon behalf of which
the person acted, executed the instrument.
WITNESS my hand and official seal � PATRICIA DREW
A.- ' Comm.0 1143097 z
NOTARY PUBUC-MFORNIA cn
•. SAN MW COUNTY b.
My Comm.EV.June 22,2001
Patricia Drew, Notary Public SEAL
My Commission Expires June 22, 2001
g: cm\misc\ackn\LMW
CALIFORNIA ALL-PURP SE ACKNOWLEDGMENT 36
State of
i
County of
On j before me, �• ,�
Date a e and Title of fficer e.
(3 ( g.,"J ne Doe,N ry Publi"
personally ap are
Name(s) Signer(s)
❑ personally known to me
proved to me on the basis of satisfactory evidence
to be the person whose name is/subscribed to the
within instrument and acknowled ed to me that he/s /
executed the sam hi h�th)r authorized capacity(;
and that his/ h si nature( on the instrument the
NAKEISHA C.WkSON Y g
Commission# 1093742 person , or the entity upon behalf of which the person(k
Z No acte , executed the instrument.
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Signature t Notary Public
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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. 11f
I
Description of Attached
p Document
I
Title or Type of Document:
Document Date: Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies aimed by Signer(s)
Signer' am Signer's Name:
❑ nd ivi ❑ Individual
Corporat fficer ❑ Corporate Officer
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Title(s): Title(s):
❑ Partner—❑ Limited ❑ General ❑ Partner—❑ Limited ❑ General
❑ Attorney-in-Fact ❑ Attorney-in-Fact
❑ Trustee ❑ Trustee
❑ Guardian or Conservator - ❑ Guardian or Conservator ".
❑ Other: Top of thumb here ❑ Other: Top of thumb here
Signer Is Representing: Signer Is Representing:
I
0 1996 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
CALIFORNIA AL URPOSE ACKNOWLEDGMENT 37
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State of
County o
On
D) before me, li•
Date Name and Title of Officer(e.g.,"Jane Doe,Not ry Public")
personally app d (�1
Na (s)of Signer(s)
❑ personally known to me
roved to me on the basis of satisfactory evidence
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to be the person whose nameXis/subscribed tp the
within instrurnefit and ackno ledged to me that he/ e/t
` w�KELSru�C.w1LSC31+t executed the same in h' /VthVr authorized capacity ( ,
and that b his/ r t
Cos�ion 0 i0g37� �/ r signaturr�on the instrument the
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R�bfic- person or the a (rft t upon behalf of which
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WITNESS and off ic sal.
ins
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S!,griaTuI Notary Public
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Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent
I� fraudulent removal and reattachment of this form to another document.
2+
Description of Attached D ument
Title or Type of Document:
Document Date: Number of Pages: /
Signer(s) Other Than Named Abov
Capacity(ies) imed by Signer(s)
Signer's ame: igner's Name:
❑ ndi ' ❑ Individual
Corporate ggr ❑ Corporate Officer
Title(s): ��Cr Title(s):
❑ Partner—❑ Limited ❑ General ❑ Partner—❑ Limited ❑ General
❑ Attorney-in-Fact ❑ Attorney-in-Fact
❑ Trustee _ _ El Trustee _
1411 El Guardian or Conservator ❑ Guardian or Conservator
❑ Other: Top of thumb here ❑ Other: Top of thumb here
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Signer Is Representing: Signer Is Representing:
0 1996 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