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CONSENT TO ASSIGNMENT
AND ASSUMPTION AGREEMENTS
The City of Chandler hereby consents to the foregoing Assignment and Assumption of Ground
Lease, Assignment and Assumption of GPLET Lease, Assignment of License Agreement, Partial
Assignment and Assumption of Development Agreement, assigning the rights and obligations of
Overstreet Project, LLC, a Nevada limited liability company to Ass Kickin’ Ranch L.L.C., a
South Dakota limited liability company.
Approved as to form:
By:
Kelly Y. Schwab, City Attorney Joshua H. Wright, Acting City Manager
STATE OF ARIZONA )
) ss
County of Maricopa )
On this day of , 2021, before me appeared
____, to me personally known, who being by me duly sworn, did say
that he/she is the of the City of Chandler, Arizona, an Arizona municipal
corporation, and that the above Consent to Assignment and Assumption Agreements was signed
on behalf of said corporation by its authority, and said person acknowledged said instrument to
be the free act and deed of said corporation.
In Testimony Whereof, I have hereunto set my hand and affixed my official seal the day and year
first above written.
Notary Public
My Commission Expires:
ASSIGNMENT AND ASSUMPTION OF GROUND LEASE
THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASE ("Assignment") is
made this day of , 2021 (“Effective Date”), by and between OVERSTREET
PROJECT, LLC, a Nevada limited liability company (“Assignor”) and Ass Kickin’ Ranch
L.L.C., a South Dakota limited liability company (“Assignee”).
Recitals
A. The City of Chandler (“Landlord”) leased to DT Chandler, LLC (“Predecessor-
in-Interest”) certain land located in Chandler, Arizona pursuant to the Ground Lease dated
March 29, 2017, as amended by that certain First Amendment to Ground Lease dated October
24, 2017, as amended and restated by that certain Amended and Restated Ground Lease dated
December 12, 2019 (collectively, the “Ground Lease’).
B. On or about November 16, 2021, Predecessor-in-Interest assigned the Ground
Lease to Assignor;
Cc. Assignor desires to assign the Ground Lease to Assignee and Assignee desires to
accept the assignment of the Ground Lease from Assignor and assume all of the obligations of
Assignor under the Ground Lease.
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are acknowledged, Assignor and Assignee agree as follows:
1. Assignor assigns and transfers to Assignee all right, title and interest in the
Ground Lease to Assignee and Assignee accepts from Assignor all right, title and interest.
2. Assignee hereby assumes and agrees to perform and fulfill all the terms,
covenants, conditions, and obligations required to be performed and fulfilled by Assignor as
tenant under the Ground Lease from and after the Effective Date, including but not limited to, the
making of all payments due to or payable on behalf of Landlord under the Ground Lease as they
become due and payable.
3. Assignor warrants to Assignee that as of the Effective Date:
(i) Assignor is a party to the Ground Lease;
(ii) there exists no default in any of the terms, conditions, covenants or other
provisions of the Ground Lease;
(iii) | Assignor has full and lawful authority to assign the Ground Lease to
Assignee.;
(iv) the Ground Lease is free from all encumbrances made by Assignor and
that Assignor will warrant and defend the same against the lawful claims
and demands of all persons claiming by, through or under Assignor, but
against none other.
4. Assignor shall indemnify, defend and hold Assignee harmless from and against
any and all liabilities, obligations, costs, expenses, claims, actions and damages which may arise
from Assignor’s breach of the Ground Lease with respect to any period existing on or prior to the
Effective Date.
5. Assignee shall indemnify, defend and save Assignor harmless from and against
any and all liabilities, obligations, costs, expenses, claims, actions and damages which may arise
under the Ground Lease from and after the Effective Date.
6. This Assignment shall be construed under the laws of the State of Arizona
without regard to conflicts of law provisions.
7. This Assignment shall be binding upon and inure to the benefit of Assignor,
Landlord and Assignee and their respective heirs, successors and assigns.
8. This Assignment may be modified only in writing, signed by Assignor and
Assignee, or their respective heirs, successors or assigns.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of
the date first written above.
ASSIGNOR: ASSIGNEE:
Overstreet Project, LLC, a Nevada Ass Kickin’ Ranch L.L.C., a South Dakota limited
limited ligbility compgny liability company
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Name: Sele ke cde Ss
Title: it tex Mine, Cr
ASSIGNMENT AND ASSUMPTION OF GPLET LEASE
THIS ASSIGNMENT AND ASSUMPTION OF GPLET LEASE ("Assignment") is
made this day of , 2021 (“Effective Date’), by and between OVERSTREET
PROJECT, LLC, a Nevada limited liability company (“Assignor’”) and Ass Kickin’ Ranch
L.L.C., a South Dakota limited liability company (“Assignee”).
Recitals
A. The City of Chandler (“Landlord”) leased to DT Chandler, LLC (“Predecessor-
in-Interest”) certain land and improvements located in Chandler, Arizona pursuant to the Land
and Improvements Lease for Site 3, Parcels 2C, 2D and 5 dated March 29, 2019 (the “GPLET
Lease”).
B. On or about November 16, 2020, Predecessor-in-Interest assigned the GPLET
Lease to Assignor.
C. Assignor desires to assign the GPLET Lease to Assignee and Assignee desires to
accept the assignment of the GPLET Lease from Assignor and assume all of the obligations of
Assignor under the GPLET Lease.
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are acknowledged, Assignor and Assignee agree as follows:
1. Assignor assigns and transfers to Assignee all right, title and interest in the
GPLET Lease to Assignee and Assignee accepts from Assignor all right, title and interest.
2. Assignee hereby assumes and agrees to perform and fulfill all the terms,
covenants, conditions, and obligations required to be performed and fulfilled by Assignor as
tenant under the GPLET Lease from and after the Effective Date, including but not limited to,
the making of all payments due to or payable on behalf of Landlord under the GPLET Lease as
they become due and payable.
3. Assignor warrants to Assignee that as of the Effective Date:
qd) Assignor is a party to the GPLET Lease;
(ii) there exists no default in any of the terms, conditions, covenants or other
provisions of the GPLET Lease;
(iii) | Assignor has full and lawful authority to assign the GPLET Lease to
Assignee;
(iv) the GPLET Lease is free from all encumbrances made by Assignor and
that Assignor will warrant and defend the same against the lawful claims
and demands of all persons claiming by, through or under Assignor, but
against none other.
4. Assignor shall indemnify, defend and hold Assignee harmless from and against
any and all liabilities, obligations, costs, expenses, claims, actions and damages which may arise
from Assignor’s breach of the GPLET Lease with respect to any period existing on or prior to
the Effective Date.
5. Assignee shall indemnify, defend and save Assignor harmless from and against
any and all liabilities, obligations, costs, expenses, claims, actions and damages which may arise
under the GPLET Lease from and after the Effective Date.
6. This Assignment shall be construed under the laws of the State of Arizona
without regard to conflicts of law provisions.
7. This Assignment shall be binding upon and inure to the benefit of Assignor,
Landlord and Assignee and their respective heirs, successors and assigns.
8. This Assignment may be modified only in writing, signed by Assignor and
Assignee, or their respective heirs, successors or assigns.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of
the date first written above.
ASSIGNOR: ASSIGNEE:
Overstreet,Project, LLC, a/Nevada Ass Kickin’ Ranch L.L.C., a South Dakota
limited 174 LT limited liability company
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Nan Vo Gampel/ 1 AP Geo 3 be =>
Tie Manager Title: py ccce “ey -e
ASSIGNMENT OF LICENSE AGREEMENT
THIS ASSIGNMENT OF LICENSE AGREEMENT ("Assignment") is made this
day of , 2021 (“Effective Date”), by and between OVERSTREET PROJECT, LLC,
a Nevada limited liability company (“Assignor”) and Ass Kickin’ Ranch L.L.C., a South Dakota
limited liability company (“Assignee”).
Recitals
A. The City of Chandler (“Landlord”) granted to DT Chandler, LLC
(“Predecessor-in-Interest”) and its employees, agents, representatives, contractors and invitees
an exclusive license to enter upon and use a portion of an alleyway owned by Landlord and
located in Chandler, Arizona pursuant to that certain License Agreement for Use of Public
Alleyway with a License Effective Date of September 4, 2018, as amended and restated by that
certain Amended and Restated License Agreement for Use of Public Alleyway dated December
12, 2019 (collectively, the “License Agreement’).
B. On or about November 16, 2020, Predecessor-in-Interest assigned the License
Agreement to Assignor;
C. Assignor desires to assign the License Agreement to Assignee and Assignee
desires to accept the assignment of the License Agreement from Assignor and assume all of the
obligations of Assignor under the License Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are acknowledged, Assignor and Assignee agree as follows:
1. Assignor assigns and transfers to Assignee all right, title and interest in the
License Agreement to Assignee and Assignee accepts from Assignor all right, title and interest.
2. Assignee hereby assumes and agrees to perform and fulfill all the terms,
covenants, conditions, and obligations required to be performed and fulfilled by Assignor as
tenant under the License Agreement from and after the Effective Date, including but not limited
to, the making of all payments due to or payable on behalf of Landlord under the License
Agreement as they become due and payable.
3. Assignor warrants to Assignee that as of the Effective Date:
(i) Assignor is a party to the License Agreement;
(ii) there exists no default in any of the terms, conditions, covenants or other
provisions of the License Agreement;
Gii) Assignor has full and lawful authority to assign the License Agreement to
Assignee;
(iv) the License Agreement is free from all encumbrances made by Assignor
and that Assignor will warrant and defend the same against the lawful
claims and demands of all persons claiming by, through or under
Assignor, but against none other.
4. Assignor shall indemnify, defend and hold Assignee harmless from and against
any and all liabilities, obligations, costs, expenses, claims, actions and damages which may arise
from Assignor’s breach of the License Agreement with respect to any period existing on or prior
to the Effective Date.
5. Assignee shall indemnify, defend and save Assignor harmless from and against
any and all liabilities, obligations, costs, expenses, claims, actions and damages which may arise
under the License Agreement from and after the Effective Date.
6. This Assignment shall be construed under the laws of the State of Arizona
without regard to conflicts of law provisions.
7. This Assignment shall be binding upon and inure to the benefit of Assignor,
Landlord and Assignee and their respective heirs, successors and assigns.
8. This Assignment may be modified only in writing, signed by Assignor and
Assignee, or their respective heirs, successors or assigns.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of
the date first written above.
ASSIGNOR: ASSIGNEE:
Overstreet pelect LLC/4 Nevada Ass Kickin’ Ranch L.L.C., a South Dakota
limited sabilty oy
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Name: ———— b=
Title: setquaara Ss
PARTIAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT
THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT
AGREEMENT ("Assignment") is made this day of , 2021 (“Effective Date”), by
and between OVERSTREET PROJECT, LLC, a Nevada limited liability company (“Assignor”) and
Ass Kickin’ Ranch L.L.C., a South Dakota limited liability company (“Assignee”).
Recitals
A. The City of Chandler (“City”) and DT Chandler, LLC (“Predecessor-in-Interest”)
entered into a Development Agreement and Option Agreement recorded February 27, 2017 as
Document No. 2017-0139389, as amended by that First Amendment to Development Agreement
recorded July 25, 2017 as Document No. 2017-0542437, and as further amended by that Second
Amendment to Development Agreement (the “Second Amendment”) recorded December 26, 2019
as Document No. 2019-1048045 (collectively, the “Development Agreement”), pursuant to which
Predecessor-in-Interest had constructed a real estate project located at the southwest corner of
Chandler Boulevard and Arizona Avenue commonly known as Overstreet (the “Project”). Pursuant
to the Development Agreement, the Project generally consists of (i) the Cinema Site (including the
Cinema Alleyway), (ii) the Retail/Office Site (including the Retail/Office Alleyway), and (iii) the
Remainder Site. Capitalized terms not otherwise defined in this Assignment shall have the meanings
ascribed to such terms in the Development Agreement.
B. On or about November 16, 2020, Predecessor-in-Interest assigned to Assignor, all of
the rights and obligations of Predecessor-in-Interest under the Development Agreement which were
allocated or applicable to the Retail/Office Site, including, without limitation, all rights to purchase
the land and improvements which are included as part of the Retail/Office Site (collectively, the
“Assigned Rights”). The rights and/or obligations under the Development Agreement, which were
expressly allocated to the Cinema Site or the Remainder Site, as well as certain rights or which were
reserved to Developer pursuant to Section 6 of the Second Amendment, had been expressly excluded
from the Assigned Rights.
D. Assignor desires to assign the Assigned Rights under the Development Agreement to
Assignee and Assignee desires to accept the assignment of the Assigned Rights under the
Development Agreement from Assignor and assume all of the obligations of Assignor thereunder.
NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which
are acknowledged, Assignor and Assignee agree as follows:
1. Assignor assigns and transfers all right, title and interest of Assignor in and to the
Assigned Rights to Assignee, and Assignee accepts from Assignor all right, title and interest in and
to the Assigned Rights.
2. Assignee hereby assumes and agrees to perform and fulfill all the terms, covenants,
conditions, and obligations required to be performed and fulfilled by Assignor with respect to the
Assigned Rights from and after the Effective Date, including but not limited to, the making of all
payments due to or payable on behalf of Developer under the Development Agreement with respect
to the Assigned Rights as they become due and payable.
3. Assignor warrants to Assignee that as of the Effective Date:
(v) _ Assignor is a party to the Development Agreement;
(vi) there exists no default in any of the terms, conditions, covenants or other
provisions of the Development Agreement;
(vii) Assignor has full and lawful authority to assign the Assigned Rights to
Assignee;
(vili) the Development Agreement is free from all encumbrances made by Assignor
and that Assignor will warrant and defend the same against the lawful claims
and demands of all persons claiming by, through or under Assignor, but
against none other.
4. Assignor shall indemnify, defend and hold Assignee harmless from and against any
and all liabilities, obligations, costs, expenses, claims, actions and damages which may arise from
Assignor’s failure to fulfill its obligations under the Development Agreement with respect to the
Assigned Rights with respect to any period existing on or prior to the Effective Date.
5. Assignee shall indemnify, defend and save Assignor harmless from and against any
and all liabilities, obligations, costs, expenses, claims, actions and damages which may arise from
Assignee’s failure to fulfill its obligations under the Development Agreement with respect to the
Assigned Rights from and after the Effective Date.
6. This Assignment shall be construed under the laws of the State of Arizona without
regard to conflicts of law provisions.
7. This Assignment shall be binding upon and inure to the benefit of Assignor, Landlord
and Assignee and their respective heirs, successors and assigns.
8. This Assignment may be modified only in writing, signed by Assignor and Assignee,
or their respective heirs, successors or assigns.
IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the
date first written above.
ASSIGNOR: ASSIGNEE:
Overstre Project, LLC, a/Nevada Ass Kickin’ Ranch L.L.C., a South Dakota
limited /iability, limited liability company
Nae Yr at pea P ?
Title: Manager Title: eS OL
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