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HomeMy WebLinkAboutAssign & Assump Agrmnt City of LE & Pacific Clay Prod. Doc 2022-0416237 Recorded 10-03-2022DOC # 2022-0416237 10/03/2022 03:51 PM Fees: $46.00 Page 1 of 7 Recorded in Official Records County of Riverside Peter Aldana Assessor-County Clerk-Recorder This document was electronically submitted RECORDING REQUESTED BY to the County of Riverside for recording— AND WHEN RECORDED MAIL TO: Receipted by: MARIA#309 City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 Attention: City Clerk Space above for Recorder's use) Exempt from Recording Fees Per Govt Code§27383.) ASSIGNMENT AND ASSUMPTION AGREEMENT RELATIVE TO A DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF LAKE ELSINORE AND PACIFIC CLAY PRODUCTS, INC.REGARDING THE DEVELOPMENT KNOWN AS ALBERHILL VILLAGES This Assignment and Assumption Agreement("Agreement')is entered into this 31)+"day of pep yhtiyt r 20aa , by and between Pacific Clay Products, Inc., a Delaware corporation ("Owner") and Alberhill Holdings, LLC, a California limited liability company Assignee"). RECITALS A. On February 28, 2017, the City of Lake Elsinore and Owner entered into an agreement titled"Development Agreement By and Between the City of Lake Elsinore and Pacific Clay Products, Inc. Regarding the Development Known as Alberhill Villages ("Development Agreement"), pursuant to which the City of Lake Elsinore ("C ") and Owner agreed to certain matters relating to the Development of certain real property owned by Owner as more particularly described in said Development Agreement (the "Pro a "). The Development Agreement was recorded against the Property in the Official Records of Riverside County, California, on July 20, 2018 as Document No. 2018-292047. B. Owner entered into an Option Purchase and Sale Agreement and Joint Escrow Instructions whereby the Property will be sold to Assignee, which Property is identified and described in Exhibit A attached hereto and incorporated herein by this reference ("Assigned Parcels"). C. Owner desires to assign to Assignee all of Owner's rights, interests, benefits, burdens and obligations under the Development Agreement with respect to the Assigned Parcels. Assignment,DA.20220910.01 Exempt from fee per GC 27380.1 (a) (2); recorder"ir.connection wit a transfer subject to tie.imposition of documentary transfer tax. RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Fly T City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 Attention: City Clerk Space above for Recorder's use) Exempt from Recording Fees Per Govt Code§273 83.) ASSIGNMENT AND ASSUMPTION AGREEMENT RELATIVE TO A DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF LAKE ELSINORE AND PACIFIC CLAY PRODUCTS, INC. REGARDING THE DEVELOPMENT KNOWN AS ALBERHILL VILLAGES This Assignment and Assumption Agreement("Agreement') is entered into this 3D+"'day of vhbotr , 20Aa , by and between Pacific Clay Products, Inc., a Delaware corporation ("Owner") and Alberhill Holdings, LLC, a California limited liability company Assignee'). RECITALS A. On February 28, 2017, the City of Lake Elsinore and Owner entered into an agreement titled"Development Agreement By and Between the City of Lake Elsinore and Pacific Clay Products, Inc. Regarding the Development Known as Alberhill Villages ("Development Agreement"), pursuant to which the City of Lake Elsinore ("City") and Owner agreed to certain matters relating to the Development of certain real property owned by Owner as more particularly described in said Development Agreement (the "Pro pelly"). The Development Agreement was recorded against the Property in the Official Records of Riverside County, California, on July 20, 2018 as Document No. 2018-292047. B. Owner entered into an Option Purchase and Sale Agreement and Joint Escrow Instructions whereby the Property will be sold to Assignee, which Property is identified and described in Exhibit A attached hereto and incorporated herein by this reference ("Assigned Parcels"). C. Owner desires to assign to Assignee all of Owner's rights, interests, benefits, burdens and obligations under the Development Agreement with respect to the Assigned Parcels. AssignmentDA.2022091 0.01 Exempt from fee per GG 27386.1 (a) (2); recorded in connection with a transfer subject to tine imposition of documentary transfer tax. D. Assignee desires to assume all of Owner's rights, interests, benefits, burdens and obligations under the Development Agreement with respect to the Assigned Parcels. NOW, THEREFORE, Owner and Assignee hereby agree as follows: 1. Owner hereby assigns, effective as of Owner's conveyance of the Assigned Parcels to Assignee; all of the rights, interests, benefits, burdens and obligations of Owner under the Development Agreement with respect to the Assigned Parcels. 2. Assignee hereby assumes all of the rights, interests, benefits, burdens and obligations of Owner under the Development Agreement, and agrees to observe and fully perform all of the duties and obligations of Owner under the Development Agreement, and to be subject to all the terms and conditions thereof, with respect to the Assigned Parcels, it being the express intention of both Owner and Assignee that,upon the execution of this Agreement and conveyance of the Assigned Parcels to Assignee,Assignee shall become substituted for Owner as the"Owner" under the Development Agreement with respect to the Assigned Parcels. 3. All of the covenants, terms and conditions set forth herein shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs,successors and assigns. 4. The Notice Address described in Section 1.13 of the Development Agreement for the Assignee with respect to the Assigned Parcels shall be:Alberhill Holdings,LLC,Attn:Gregory P. Lansing, 505 Lomas Santa Fe Drive, Suite 230, Solana Beach, CA 92075. 5. Under the terms and conditions of the Development Agreement, Owner is hereby released and relieved of all burdens and obligations under the Development Agreement with respect to the Assigned Parcels. signatures on following page] Assignment.DA.20220910.01 2 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date and year first above written. OWNER: PACIFIC CLAY PRODUCTS, INC., a Delaware corporation By: r Name: ary Woiig Title: Executive Vice President,CFO&Treasurer By: L514 Ze Name: s Title: Vice Presiden erWunse &SwVtffiY Assignment.DA.20220910.01 3 ASSIGNEE: ALBERHILL HOLDINGS,LLC, a California limited liability By: LANSING INDUSTRIES,INC., a California corporation, its sole manager rsiary P. Lansing, its President Notary Acknowledgments Attached Assignment.DA.20220910.01 4 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 SAN DIEGO On this 16th day of September 2022,before me,W.STANLEY,Notary Public,personally appeared Gregory P. LANSING who proved to me on the basis of satisfactory evidence 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 the person,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 my hand and official seal. S w,STANLEY 4 Notary Public-CaliforniaSanDiegoCounty Commission M 2397959 My Comm.Expires Mar 21,2026 Signature Seal) 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 Las On Sep+. 1 0 2041-2- before me, namarl cvei Notary Public, personally appeared G Q-k 111 on who proved to me on the basis of satisfactory evldence to be the person(s) whose name(s) are subscribed to the within instrument and acknowledged to me that he/s4ge/t4ey executed the same in his/4ew/their authorized capacity(ies), and that by his/i ter/bl°reir 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. ANNAMARIA SILVESTRO Notary Public-California c Los Angeles County > Signature Commission;2285041 My Comm.Expires May 10.2023 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 valldi of that document. STATE OF CALIFORNIA SS. COUNTY OF Lo, ) On Ae 0 2- before me, f'I"'tI1Qr110.- ` 1/!Iw Notary Public, personally appeared cL Go red who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) are subscribed to the within instrument and acknowledged to me that he/sl e/they executed the same in his/4er/their authorized capacity(ies), and that by his/Pier/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. ANNAMARIASILVESTRO Notary Public-California j Los Angeles County Commission#2285041 My Comm.Expires May 10.2023 Signature EXHIBIT A TO ASSIGNMENT AND ASSUMPTIONAGREEMENT LEGAL DESCRIPTION OFASSIGNED PARCEL(S) THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF LAKE ELSINORE, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS [NTD: THIS LEGAL DOES NOT MATCH THE PTR IN THE OPTION AGREEMENT; CAN WE HAVE KEN CRAWFORD EXPLAIN WHY THESE ARE DIFFERENT/CONFIRM THIS COVERS ALL OF THE VILLAGES SUBJECT TO THE DA?] LOTS 1, 2, 3, 5, 8, 9 AND 10 INCLUSIVE OF TRACT 35000 IN THE CITY OF LAKE ELSINORE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 446, PAGES 88 THROUGH 105, INCLUSIVE, OF MAPS, OF OFFICIAL RECORDS OF SAID COUNTY. TOGETHER WITH PARCELS A, B AND C, OF GRANT DEED RECORDED NOVEMBER 23, 2016 AS INSTRUMENT NO. 2016-0523978 OF OFFICIAL RECORDS.