RECORDING REQUESTED AND
WHEN RECORDED MAIL TO AND
MAIL TAX STATEMENTS TO:
City Clerk
City of Chula Vista
276 Fourth Avenue
Chula Vista, California 91910
EXEMPT FROM RECORDER' S FEES
Pursuant to GOVERNMENT CODE § 6103
APN( s): 643- 060- 69 SPACE ABOVE THIS LINE FOR
RECORDER' S USE
PARTIAL, ASSIGNMENT AND TRANSFER OF AGREEMENT REGARDING
CONSTRUCTION OF PARKS IN A PORTION OF OTAY RANCH EASTERN URBAN
CENTER, WITH CONSENT OF CITY OF CHULA VISTA
This Partial Assignment and Transfer, with Consent of City of Chula Vista Assignment") is entered into as of , 2023, by andamongMILLENIA 2022, LLC, a Delaware limited liability company ("Master Developer"), CITY OF CHULA VISTA, a charteredCalifornia municipal corporation ("City"), MILLENIA LOT 19 OWNER, LLC, a Delawarelimited liability company ("Assignee") (Master Developer, City, andAssigneeeach being a "Party") with respectto the following facts:
RECITALS
A. City and McMillin Gray Ranch, LLC (" Original Master Developer") entered into theDevelopmentAgreementBy andBetweentheCity of ChulaVista andMcMillin Otay Ranch, LLC thatwasrecordedOctober27, 2009asDocumentNo. 2009-0595116 ("DA"). TheCity and SLF IV — Millenia, LLC (" First Successor Master Developer") entered into the First Amendment to Development Agreement that was recorded July 27, 2018 asDocument No. 2018- 0306624 (" DA First Amendment").
B. The DA concerns a project in the City originally called " Eastern Urban Center" and now called " Millenia." Master Developer is the successor in interest to Original Master Developer and First Successor Master Developer under the DA and DA First Amendment.
C. City and Master Developer entered into the SecondAmendment to Development Agreement that was recorded February 21, 2023, asDocument No. 2023-0043553 (" DA Second Amendment"). As used herein, the " Development Agreement" shall mean the original DA as amendedby the DA First Amendment and DA Second Amendment.
D. City and Original Master Developeralso enteredinto the AgreementRegarding Construction of Parksin aPortion of Cray RanchEasternUrban Centerthat wasrecordedOctober 28, 2009, asDocumentNo. 2009-0599389 ("PA"). City and First SuccessorMaster Developer alsoenteredinto theFirst Amendmentto AgreementRegardingConstructionof Parksin aPortion of Cray Ranch Eastern Urban Center that was recorded December 8, 2015, as Document No. 2015-0627423 ("PA First Amendment"). City and Master Developer also enteredinto the SecondAmendment to Agreement Regarding Construction of Parks in a Portion of Cray Ranch Eastern Urban Center that was recorded September 9, 2016, as Document No. 2016- 0473597 PA Second Amendment"). As used herein, the " Parks Agreement" shall mean the original PA asamendedby thePA First AmendmentandPA SecondAmendment, E. Master Developer is selling Lot 19 (` Property") to Assignee substantially concurrently herewith pursuantto the Millenia Final Map 16081Lot 19PurchaseAgreement and Escrow Instructions ( Apartment Site) (" PSA'). Exhibit " A" hereto is a legal description of the Property. The parties acknowledge that the recordation of the deed by Master Developer to Assignee for the sale of Lot 19 pursuant to the PSA is a condition precedent to the effectiveness of thisAssignmentnotwithstandingtheCity' sexecutionanddelivery hereofto theescrowholder under the PSA. Master Developer shall provide the City with a copy of the recorded deed transferring the Property to Assigneewithin seven (7) days after suchrecordation.
F. The ParksAgreementobligatesMasterDeveloperto constructa publicjogging trail (" Jogging Trail") and a 0.25 -acre public park plaza ("Park Plaza") ( together with the Jogging Trail and their respective related improvements, the " Improvements") within the Property. The Development Agreement requires compliance with the Parks Agreement.
G. The PSA requires Assignee to accept the delegation and transfer of the obligation to provide the Improvements in accordance with the Parks Agreement.
H. Section13.10of theParksAgreementallows, oncertainconditionsanduponCity approval, the assignment of Master Developer' s rights and interests and the transfer/ delegation of MasterDeveloper's obligations asto thePropertyonly. City acknowledgesthat Assigneehas providedCity with financialdocumentsdemonstratingAssigneesfinancialcapacityto construct of the Improvements to the satisfaction of the City.
NOW, THEREFORE, in consideration of the above Recitals, and for other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the Parties agree as follows:
1. Definitions. All defined ( capitalized) terms not expressly defined herein shall have the samemeaning as in the Parks Agreement. In addition, the " Effective Date" shall mean the dateCity has fully executedthis Assignment.
2. Transfer and assumption. Master Developerhereby transfersand delegatesto Assignee all of Master Developer'sobligations under theParksAgreement only asto the Property andregardingtheImprovements. Assigneeherebyaccepts, assumes, andagreestoperform all of Master Developer' s obligations under the ParksAgreement relating to the Improvements.
3. Effect. Upon recordation of this Assignment, Master Developer shall have no further obligations under the Parks Agreement relating to the Improvements, and ( ii) all obligations of Master Developer under the Parks Agreementrelating only to the Property andthe Improvements shall be the responsibility of Assignee.
4. Summary of work. Assigneeacknowledgesthat the obligationsit is assuming hereunder include:
a) causing the, Jogging Trail to be created as either a separatelegal lot or separate easementto be held by aproperty owners' association, if sodirectedby theCity, to be generallylocatedon the Propertyat theback of the sidewalk along Millema Avenue andparallel to theexistingjoint entry driveway;
b) granting City a public accesseasementover the Jogging Trail ( whether or not it is locatedon a separatelegal lot or easement) andthe ParkPlaza, asdeterminedby City and shall include the requirement and obligation of Assignee to fully maintain the Improvements, at its sole costs, to the City' s standardsuntil it hasbeen turned over to a City -approved entity for perpetual maintenance. The easementmust be approved by the City and recorded by Assigneebefore the City issuesany form of occupancy for the building containing the first residential unit on the Property; c) thedesign, construction, andinstallation of, andall bondingandwarrantiesfor, the Improvements; and
d) therights of City andMasterDeveloper (notto be unreasonablywithheld, delayed, or conditioned) to approve the final design, location, acreage and alignment of the JoggingTrail andParkPlazaon theProperty.
e) submittal of documentation of costs in accordance with the Parks Agreement.
5. Improvement Plans; Timing of Improvements and Easement. Assignee shall timely prepare plans for the Improvements to submit to the City for its review before the City issuesany building permits for any developmentof the Property. Also, unlessother timing is provided for in the Design Review permit, no certificates of occupancyof any form for the building containingthefirst residentialunit on thePropertyshallbe issuedto Assigneeregarding the Property until the City has approved plans, inspected and issued final written approval regarding completion of construction of the Improvements.
4. Assignee' s Parks Obligations. Assignee' s construction and completion of the Improvements discussed in this Assignment shall not constitute Assignee' s full satisfaction of its complete obligations under the Parks Agreement relating to the Property. The City reserves the right and ability, consistentwith Assignee's obligations under the Parks Agreement, to require Assigneeto fully meet and satisfy its requirementsunder the Parks Agreementrelating to its planneddevelopmenton the Property, including, at the discretion of theCity, possibleuse or transfer of any Credit of Master Developer for Parks Improvements under the Parks Agreement, or thepaymentby Assigneeof any applicableIn Lieu Fees.
7. No effect on private agreements. Except as expressly stated, nothing herein shallbe deemedto affect anyprivate agreement (including but not limited to thePSA) between Master Developer and Assignee relating to theProperty.
8. Approval and release by City. Upon recordation of this Assignment as discussed in Section 3 of this Assignment above, City consents to and approves the transfer and assumption set forth herein and agrees to the provisions set forth above and releases Master Developer from all of its obligations relating to the Improvements.
9. Miscellaneous.
10.1 Notices. All notices and demands given pursuant to this Assignment shall be written. They shall be deemedserved (i) immediately, upon personaldelivery; (ii) the next business day, if e-mailed or sent prepaid by recognized overnight service such as FedEx for delivery thenext businessday; or (iii) three (3) businessdaysafter depositin theUnited States mail, certified or registered mail, return receipt requested, first- class postage prepaid. Until notice of a changeof addressis properly given, noticeshallbe given:
If to City: City of Chula Vista
Attn: City Manager
276 Fourth Avenue
Chula Vista, CA 91910
with a copy to: City Attorney
276 Fourth Avenue
Chula Vista, CA 91910
If to Master Developer: Millenia 2022, LLC
c/o Millenia Real EstateCroup, LLC
9988 Hibert Street, Suite 210
San Diego, CA 92131
Telephone: ( 619) 794- 1204
E- mail: Tgalameau &, merldiandevelopment. com
with a copy to: Higgs, Fletcher & Mack, LLP
401 West A Street, Suite 2600
San Diego, CA 92101
Atm: Kenneth C. Jones
Telephone: ( 619) 819- 9663
E- mail: ionesK( higeslaw. com
If to Assignee: Millenia Lot 19 Owner, LLC
4275 Executive Square, Suite 370
La Jolla, California 92037
Attn: Mike Mahoney, President — West Region
Telephone: ( 858) 812- 7958
E- mail: Mike. Mabonevaarvancorr anies. com
And:
Millenia Lot 19 Owner, LLC
4275 Executive Square, Suite 370
La Jolla, California 92037
Attn: Daniel Bertao
Telephone: ( 858) 812- 7993
E- mail: daniel. bertma. rvancomoanies. com
And:
Millenia Lot 19 Owner, LLC
533 South Third Street, Suite 100
Minneapolis, MN 55415
Attn: Sarah Edstrom Smith
Telephone: ( 612) 492- 4714
E- mail: sarah. edsnomsmithArvancomnanies. com
10. 2 Cantions. Captions in this Assignment are inserted for convenience of reference. They do not define, describe, or limit any term of this Assignment.
10. 3 Recitals and exhibits. All recitals set forth above and all exhibits attached hereto we part of this Assignment.
10.4 Severability. If any provision of this Assignment or its particular application is held invalid or unenforceable, the remaining provisions of this Assignment, and their application, shall remain in full force and effect, unless a Party' s considerationwould materially fail as a result.
10. 5 Recordation. Master Developer or Assignee shall have this Assignment recordedin the Office of the County Recorderof SanDiego County, California within ten days afterits executionby City, andshall timely providetheCity with a conformedcopy of the recorded Assignment.
10.6 Authority. EachPartywarrantsandrepresentsthat it hasthenecessarylegal authority and capacity to enterinto this Assignment, and that it hastaken all necessaryaction to authorize its entry into this Assignment. Each individual signing this Assignment on behalf of an entity warrants that his/her principal has duly authorized him/her to sign this Assignment on its behalf so as to bind his/ her principal.
10. 7 Modification. This Assignment may not be modified, terminated, or rescinded, in whole or in part, exceptby written instrumentduly executedandacknowledgedby the Parties hereto, their successors or assigns.
10. 8 Successors. This Assignment shall bind all successors and assigns who own all or any portion of the Property.
10.9 Governing Law and Venue. This Assignment shall be governed by and construedin accordancewith the laws of the Stateof California. Any action arising under or relating to this Assignment shall be brought only in the federal or state courts located in San Diego County, State of California, and if applicable, the City of Chula Vista, or as close thereto as possible. Venue for this Assignment andperformance hereundershall be the City of Chula Vista.
10. 10 Signatures. This Assignment may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute one and the same document. However, in the event of conflicts, the recorded version shall control.
10. 11 Status of Party, Except as to the Improvements, this Assignment shall not affect the status of Master Developer as the " Master Developer" under the Development Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Assignment to be executed theday andyear first setforth above.
CITY:
CITY OF C14ULA VISTA,
a chartered municipal corporation
ATTEST:
Lo
Kerry Bigelow, City Clerk
MASTER DEVELOPER:
MILLENTA 2022, LLC,
a Delawarelimited liability company
By: Meridian Communities, LLC,
a Delaware limited liability Pompany,
its sole member
Guy A aro+'
Its: Manager
Name:
Title:
A NotaryPublicor otherofficercompletingthiscertificateverifiesonly theidentityof the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of Califomia }
County of t e-6) a }
On , before me, ,
insert name and title of the officer)
Notary Public, personally appeared U
whoprovedto meonthebasisof satisfactoryevidencetobetheperson(ef whosenameo iswsubscribed to the within instrument and acknowledged to me that hels l0116y, executedthe same in hislhpflti ir authorizedcapacity(j,eO, andthatbyhisAletllrh r signatureVontheinstrumentthe perso* f, or theentityuponbehalfof whichthepersonVacted, executedtheinstrument.
I certify under PENAL Y OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand official seal.
Signature ( Seal)
R. ARCINIEGA
e Comm. # 2451684
NOTARYPUBLICCALIFORNIA3
SAN DIEGO COUNTY M
CommissionExp: &' U.I. 027
APPROVED AS TO FORM:
Im
Jill D. S. Maland, Lounsbery
Ferguson Altona & Peak, LLP,
Acting City Attorney
ASSIGNEE:
Millenia Lot 19 Owner, LLC,
a Delaware limited liability company
By: Ryan Millenia Lot 19, LLC, its Manager
By: Ryai lpanies LIS, Inc., its Manager
By:
Its: J t r4M
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.
Countyof JN V)
On OVUdtY t'L9'Li _, beforemc,WA1aj 1Uyx ullU { ryvl(( i yy (} Qscrt name and title of tho officer)
NotaryPublic, personallyappeared0 lod J° 12 tno ,
who proved to me on the basis of satisfactory evidenceto be theperson(s) whose name(s) Ware 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 persons) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraphis true and correct.
Wl N S d offic' rl seal.
Signature
nyil Mild r(
Seal)
AN "RIESULLIV
HeUSryM11C-CUornia
Sande{ oCNOY
Commission NDA380
MyComm. Erplresb12, 2025
A NotaryPublic or otherofficer completingthis certificateverifiesonly theidentityof the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
County
On , before me,
insert name and title of the officer)
Notary Public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribedto the within instrumentandacknowledgedto methathe/she/theyexecutedthe same in his/her/their authorizedeapacity(ies), andthat by his/her/their signature(s) on theinstrument the person(s), or the entity upon behalf of which theperson(s) acted, executedthe 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)
EXHIBIT A
Legal Descriptionof "Property"
That certainreal propertydescribedasfollows: Lot 19of Chula Vista TractNo. 09-03, Otay RanchMillenia Phase2 (EasternUrbanCenter) in the City of ChulaVista, Countyof SanDiego, Stateof California, accordingto Final Map 16081filed in theOffice of the County Recorderof SanDiego County on December28, 2015.