2019/05/15 Stark Menifee Land, LLC DIF Improvement Credit/ Reimbursement PARTIAL ASSIGNMENT AND ASSUMPTION
OF DIF IMPROVEMENT CREDIT/REIMBURSEMENT AGREEMENT
This Partial Assignment and Assumption of DIF Improvement Credit/Reimbursement
Agreement (this "Assignment") is made as of Mxi f , 2019 by and between STARK
MENIFEE LAND LLC, a Wisconsin limited liabil y company ("Assignor"), SHOWPROP
MENIFEE, LLC, a California limited liability company ("Assignee"), and the City of Menifee, a
municipal corporation of the State of California("City").
RECITALS
A. Assignor is a "Developer" under that certain agreement titled "Improvement and
Credit/Reimbursement Agreement: City of Menifee Development Impact Fee and Memorandum
of Understanding Regarding Developer's Contribution to Capital Improvement Program" dated as
of April 20, 2016 (the "DIF Agreement") with respect to that certain real property described in
Exhibit A attached hereto (the "Assigned Property"), which comprises a portion of a mixed-use
complex commonly known as the Menifee Town Center (the "Project"). The Assigned Property
contains approximately six and forty-seven hundredths (6.47) acres, commonly known as
Parcel 13 of Parcel Map No. 36299-1, as adjusted by the recorded Lot Line Adjustment
No. LLA 17-001, Instrument No. 2018-0044407. Any capitalized term used but not otherwise
defined herein shall have the meaning ascribed thereto in the DIF Agreement.
B. Assignor previously sold to Assignee the Assigned Property pursuant to that certain
Agreement of Purchase and Sale and Joint Escrow Instructions, dated as of July 1, 2014, by and
between Assignor, as seller, and Real Property MD, LLC, a California limited liability company,
predecessor-in-interest to Assignee, as buyer, as may be amended and assigned. The Assigned
Property, among other property, was conveyed to Assignee by Assignor pursuant to that certain
Grant Deed recorded on October 2, 2015, in the Official Records of Riverside County, California
as Instrument No. 2015-0438619.
C. Assignor desires to assign to Assignee all of Assignor's rights to Credit against the
DIF Obligation under the DIF Agreement relating to the Assigned Property, and Assignee desires
to assume all of Assignor's obligations thereunder relating to the Assigned Property and such
Credit, all on the terms and conditions set forth below.
D. The City is an express intended beneficiary of the rights, duties and obligations
undertaken by Assignor and Assignee.
AGREEMENT
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Assignor and Assignee hereby agree as follows:
1. Assignor hereby assigns to Assignee all of Assignor's rights, title, interest, and
obligations in and under the DIF Agreement to the extent relating to the Assigned Property,
including, without limitation, the DIF Credit in an amount equal to Ninety-Four Thousand Seven
Hundred Forty-Eight Dollars ($94,748.00).
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370946-00002 Assignment of DIF Credits/Parcel 13
2. Assignee hereby accepts this Assignment and agrees to be bound by all applicable
provisions of the DIF Agreement with respect to the Assigned Property.
3. Assignor hereby covenants that it will, at any time and from time to time upon
written request therefor, but at no out-of-pocket cost to Assignor, execute and deliver to Assignee,
its nominees, successors and/or permitted assigns, any new or confirmatory instructions and do
and perform any other acts which Assignee, its nominees, successors and/or assigns, may
reasonably request in order to fully transfer and assign such rights of Assignor in and under the
DIF Agreement to such Credit with respect to the Assigned Property.
4. This Assignment shall be binding upon and inure to the benefit of the successors
and assignees of all respective parties hereto. All rights, title, and interest to all benefits accruing
under this Assignment shall only be assigned to a subsequent assignee pursuant to the execution
of an assignment and assumption agreement among the subsequent assignor, the subsequent
assignee and the City, in a form acceptable to the City, whereby the parties consent to such
assignment and the subsequent assignee expressly agrees to assume all duties, liabilities,
obligations or responsibilities under the DIF Agreement and to be bound thereby.
5. This Assignment shall be governed by and construed in accordance with the laws
of the State of California.
6. This Assignment may be executed in one or more counterparts, including the
execution and transmission of counterparts by electronic means without the need to exchange
original signatures, each of which shall be deemed an original but all of which, taken together,
shall constitute one in the same Assignment.
[Signature pages follows]
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370946-00002 Assignment of DIF Credits/Parcel 13
IN WITNESS WHEREOF, the parties have executed and delivered this Assignment as of
the day and year first above written.
ASSIGNOR:
STARK MENIFEE LAND LLC,
a Wisconsin limited liability company
By: Fund Wind Down Services Limited,
a company incorporated in the British Virgin
Islands, its Manager
By:
Name: N 1C l 2 f d(
Its: 0 1-0/1.
ASSIGNEE:
SHOWPROP MENIFE C,
a California limite ability compan
IN
By:
Name: George Krikorian
Its: Manager
[SIGNATURES CONTINUED ON NEXT PAGE]
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370946-00002 -3- Assignment of DIF Credits/Parcel 13
CITY
CITY OF MENIFEE,
a municipal corporation of the State of California
t
By: a�q
Name: Armando G. Villa
Title: City Manager
ATTEST:)
1
B
ty Clerk
APPROVED AS TO FORM:
By: a;(�27�
ty orney
1212861.01/OC
370946-00002 -4- Assignment of DIF Credits/Parcel 13
EXHIBIT A
DESCRIPTION OF ASSIGNED PROPERTY
THE LAND SITUATED IN THE CITY OF MENIFEE, COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
ALL OF PARCEL 13 OF PARCEL MAP NO. 36299-1, IN SECTION 3, TOWNSHIP 6
SOUTH, RANGE 3 WEST, OF THE SAN BERNARDINO BASE AND MERIDIAN, IN THE
CITY OF MENIFEE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP
RECORDED IN BOOK 238, PAGES 88 THROUGH 93, INCLUSIVE OF PARCEL MAPS,
RECORDS OF THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
TOGETHER WITH THAT PORTION OF PARCEL 2 OF SAID PARCEL MAP,
HEREINAFTER REFERRED TO AS STRIP#1, DESCRIBED AS FOLLOWS:
STRIP#1:
BEGINNING AT THE SOUTHWESTERLY CORNER OF SAID PARCEL 13;
THENCE ALONG THE EASTERLY LINE OF SAID PARCEL 2, NORTH 00043'20" EAST
458.89 FEET;
THENCE LEAVING SAID EASTERLY LINE, NORTH 89030'17" WEST 115.00 FEET;
THENCE SOUTH 00°43'20" WEST 463.24 FEET;
THENCE SOUTH 89016'40"EAST 18.46 FEET;
THENCE NORTH 58045'09"EAST 60.12 FEET;
THENCE SOUTH 39°12'05"EAST 47.71 FEET TO A POINT IN THE SOUTHEASTERLY
BOUNDARY OF SAID PARCEL 2, SAID POINT ALSO BEING THE BEGINNING OF A
NON-TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF
70.00 FEET, A RADIAL BEARING TO SAID POINT BEARS NORTH 39012'05" WEST;
THENCE NORTHEASTERLY ALONG SAID CURVE AND SOUTHEASTERLY
BOUNDARY, THROUGH A CENTRAL ANGLE OF 14032'42" AND AN ARC LENGTH OF
17.77 FEET TO THE POINT OF BEGINNING.
ALSO TOGETHER WITH THAT PORTION OF PARCEL 15 OF SAID PARCEL MAP,
HEREINAFTER REFERRED TO AS STRIP#2, DESCRIBED AS FOLLOWS:
STRIP#2:
BEGINNING AT THE SOUTHWESTERLY CORNER OF SAID PARCEL 15;
[212961.01/OC EXHIBIT A
3 70 946-00002 -1- Assignment of D[F Credits/Parcel 13
THENCE ALONG THE WESTERLY LINE OF SAID PARCEL 15,NORTH 00043'20"EAST
378.27 FEET TO THE NORTHWESTERLY CORNER OF SAID PARCEL 15;
THENCE ALONG THE NORTHERLY LINE OF SAID PARCEL 15, SOUTH 89'l 8'19"
EAST 2.26 FEET;
THENCE LEAVING SAID NORTHERLY LINE, SOUTH 49019'15" EAST 6.56 FEET;
THENCE SOUTH 00000'00" WEST 376.17 FEET TO A POINT IN THE SOUTHERLY
BOUNDARY OF SAID PARCEL 15, SAID POINT ALSO BEING THE BEGINNING OF A
NON-TANGENT CURVE CONCAVE SOUTHERLY AND HAVING A RADIUS OF 330.00
FEET, A RADIAL BEARING TO SAID CURVE BEARS NORTH 11'35'13"EAST;
THENCE NORTHWESTERLY ALONG SAID CURVE AND SAID BOUNDARY,
THROUGH A CENTRAL ANGLE OF 02007'08"AN ARC LENGTH OF 12.20 FEET TO THE
POINT OF BEGINNING;
ALSO TOGETHER WITH THAT PORTION OF PARCEL 14 OF SAID PARCEL MAP,
HEREINAFTER REFERRED TO AS STRIP#3, DESCRIBED AS FOLLOWS:
STRIP#3:
BEGINNING AT THE SOUTHWESTERLY CORNER OF SAID PARCEL 14;
THENCE ALONG THE WESTERLY LINE OF SAID PARCEL 14, NORTH 00043'20" EAST
1.89 FEET;
THENCE LEAVING SAID WESTERLY LINE, SOUTH 49019'15"EAST 2.94 FEET TO THE
SOUTHERLY LINE OF SAID PARCEL 14;
THENCE ALONG SAID SOUTHERLY LINE,NORTH 89018'19" WEST 2.26 FEET TO THE
POINT OF BEGINNING;
EXCEPTING THEREFROM THAT PORTION OF SAID PARCEL 13, HEREINAFTER
REFERRED TO AS STRIP#4,DESCRIBED AS FOLLOWS:
STRIP#4:
BEGINNING AT THE NORTHEASTERLY CORNER OF SAID PARCEL 13;
THENCE ALONG THE EASTERLY LINE OF SAID PARCEL 13, SOUTH 00043'20"WEST
285.21 FEET;
THENCE LEAVING SAID EASTERLY LINE, NORTH 49019'15" WEST 25.27 FEET;
1212861.01/0C EXHIBIT A
370946-00002 -2- Assignment of DIF Credits/Parcel 13
THENCE NORTH 00°00'00" WEST 268.91 FEET TO THE NORTHERLY LINE OF SAID
PARCEL 13;
THENCE ALONG SAID NORTHERLY LINE, SOUTH 89'30'l7" EAST 22.76 FEET TO
THE POINT OF BEGINNING;
THE FOREGOING DESCRIBED PARCEL IS ALSO KNOWN AS PARCEL A OF THAT
CERTAIN LOT LINE ADJUSTMENT NO. LLA 17-001 RECORDED IN THE OFFICIAL
RECORDS OF RIVERSIDE COUNTY ON FEBRUARY 5, 2018 AS INSTRUMENT NO.
2018-0044407, AND AS RECORDED FEBRUARY 16, 2018 AS INSTRUMENT NO. 2018-
0060635.
CONTAINING A TOTAL AREA OF 6.47 ACRES, MORE OR LESS.
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EXHIBIT A
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