2011/01/01 Menifee Union School District Joint Facilites No 2011-1 JOINT COMMUNITY FACILITIES AGREEMENT
THIS JOINT COMMUNITY FACILITIES AGREEMENT (the"Agreement') is entered
into effective as of the I' of January, 2011, by and among MENIFEE UNION SCHOOL
DISTRICT, a California School District ("School District"), the City of Menifee, a California
general law city ("City"), Sutter Mitland 01 LLC, a Delaware limited liability company ("Sutter
Mitland") Brookfield AMR/RG LLC, a Delaware limited liability company ("Brookfield
AMR/RG"), Brookfield AMR/FR LLC, a Delaware limited liability company (`Brookfield
AMR/FR!'),Riverside Mitland Investor 3 LLC,a Delaware limited liability company("Riverside
Mitland"), Woodside AMR 107,Inc., a California corporation ("Woodside AMR IOT') and
Woodside AMR 91,Inc., a California corporation ("Woodside AMR 91" and, together with
Sutter Mitland, Brookfield AMR/RG, Brookfield AMR/FR, Riverside Mitland and Woodside
AMR 107, each a"Property Owner" and collectively,the"Property Owners"). This Agreement
relates to the proposed formation by School District of a community facilities district to be
known as Menifee Union School District Community Facilities District No.2011-1 (the"CFD")
for the purpose of financing certain fees to construct facilities to be owned and operated by City
from the proceeds of special taxes of,and bonds issued by the proposed CFD.
RECITALS•
A. The property described and depicted in Exhibit A hereto (the "Property', which
is located in the City of Menifee, County of Riverside, State of California, is proposed to
constitute the land within the boundaries of the CFD.
B. Each Property Owner owns a portion of the Property and some future
conveyances among Property Owners are expected so that the ownership ultimately will
correspond to discrete development areas (each a "Planning Area"). Each Property Owner
intends to develop its portion of the Property for residential purposes. The CFD will consist of
discrete improvement areas,each of which will correspond to one or more Planning Areas(each,
an"Improvement Area").
C. The Property Owners petitioned the School District to form the CFD for the
purpose of financing, among other things, the payment of fees for the construction of various
public facilities to be owned and operated by City as described in Exhibit B hereto, which
facilities will benefit the Property in whole or in part, including certain public facilities to be
constructed and owned and operated by City(the"City Fee Facilities")in lieu of the payment of
City Fees(defined herein).
D. Each Property Owner has yet to determine whether it will finance any or all of the
City Fee Facilities, in lieu of payment of City Fees, with Bond Proceeds (defined below)
attributable to its Improvement Area that are available for such purpose. The parties hereto
acknowledge that the purpose of this Agreement is to satisfy the requirements of the Act.
E. In conjunction with the recording of the final subdivision map(s)for the Property,
the issuance of building permits for the construction of homes within the Property and/or receipt
of final inspections or occupancy certificates for such homes, each Property Owner, or its
successors or assigns, may elect to advance City Fee Facilities costs in lieu of payment of City
Fees(the"Advances")at such times as Bond Proceeds are not available in a sufficient amount to
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pay for City Fee Facilities. In such case, each such Property Owner shall be entitled to
(i)reimbursement of such Advances and (ii) credit for payments made to City from Bond
Proceeds against City Fees which would otherwise be due to City in conjunction with the
development of such Property Owner's portion of the Property,all as further described herein.
F. In addition to the City Fee Facilities, certain facilities to be owned and operated
by School District(the"School Facilities")are also expected to be funded from Bond Proceeds.
G. School District will have sole discretion and responsibility for the formation and
administration of the CFD.
H. School District is authorized by Section 53313.5 of the Act to assist in the
financing of the acquisition and/or construction of the City Fee Facilities. This Agreement
constitutes a joint community facilities agreement,within the meaning of Section 53316.2 of the
Act,by and among City,Property Owners and School District,pursuant to which the CFD, when
and if formed,will be authorized to finance the acquisition and/or construction of all or a portion
of the City Fee Facilities. As authorized by Section 53316.6 of the Act, responsibility for
constructing,providing for and operating the City Fee Facilities is delegated to City.
I. The parties hereto find and determine that the residents residing within the
boundaries of City, School District and the CFD will be benefited by the construction and/or
acquisition of the School Facilities and City Fee Facilities and that this Agreement is beneficial
to the interests of such residents.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
herein,the parties hereto agree as follows:
1. Recitals. Each of the above recitals is incorporated herein and is true and correct.
2. Definitions. Unless the context clearly otherwise requires, the terms defined in
this Section shall,for all purposes of this Agreement,have the meanings herein specified.
(a) "Act" means the Mello-Roos Community Facilities Act of 1982, Chapter
2.5 (commencing with Section 53311) of Part 1 of Division 2 of Title 5 of the California
Government Code.
(b) "Advance" means an amount advanced by a Property Owner to City for
City Fee Facilities in lieu of payment of City Fees prior to the availability of sufficient Bond
Proceeds.
(c) "Bonds" shall mean those bonds, or other securities, issued by, or on
behalf of the CFD in one or more series for an Improvement Area, as authorized by the qualified
electors within each such Improvement Area.
(d) "Bond Proceeds" shall mean those funds generated by the sale of each
series of Bonds secured by the Special Taxes of an Improvement Area,net of costs of issuance,
reserve fund,capitalized interest and administrative expenses.
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(e) "Bond Resolution" means that resolution, resolution supplement, fiscal
agent agreement,indenture of trust or other equivalent document(s)providing for the issuance of
the Bonds.
(f) "City Fees" means those capital improvement fees, and all components
thereof, imposed by City in connection with development of any portion of the Property to
finance City Fee Facilities;as further described in Exhibit B hereto.
(g) "City Fee Facilities"means those City capital improvements eligible to be
financed with the City Fees.
(h) "Other Facilities Account of the Improvement Fund" means the fund,
account or sub-account of the CID (regardless of its actual designation within the Bond
Resolution) into which a portion of the Bond Proceeds of an Improvement Area may be
deposited in accordance with the Bond Resolution to finance City Fee Facilities and which may
have subaccounts.
(i) "Party" or "Parties" shall mean any one or all of the parties to this
Agreement.
0) "Rate and Method"means the Rate and Method of Apportionment of the
Special Tax authorizing the levy and collection of special taxes within an Improvement Area
pursuant to proceedings undertaken for the formation of the CFD pursuant to the Act.
(k) "School Facilities" means those public improvements to be owned,
operated or maintained by the School District identified in proceedings to form the CFD that are
eligible to be financed with Bond Proceeds.
(1) "School Facilities Agreement" means a separate agreement between
School District and a Property Owner, or a combination of individual Property Owners,relating
to the CFD and the financing of the School Facilities.
(m) "Special Taxes" means the special taxes authorized to be levied and
collected within an Improvement Area pursuant to the Rate and Method.
(n) "State,means the State of California.
3. Proposed Formation of the CFD. School District will undertake to analyze the
appropriateness of forming the CFD to finance the City Fee Facilities and other facilities. School
District will retain, at the expense of the Property Owners, the necessary consultants to analyze
the proposed formation of the CFD.
4. Sale of Bonds and Use of Bond Proceeds. In the event that the CFD is formed,
the School District Board acting as the legislative body of the CFD may, in its sole discretion,
finance City Fee Facilities by issuing the Bonds. To the extent that the CFD and Property
Owner, with respect to the Property Owner's Improvement Area, determine that Bond Proceeds
are available to finance City Fee Facilities, the School District Board shall notify City of the
amount of such Bond Proceeds deposited in the Other Facilities Account of the Improvement
Fund that is available for such purpose. As Bond Proceeds are transferred to City as described in
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Section 5 below, the portion of the Property with respect to which such transfer was made shall
receive a credit in the amount transferred against the payment of City Fees. Nothing herein shall
supersede the obligation of a Property Owner to make Advances or otherwise pay City Fees to
City when due. The purpose of this Agreement is to provide a mechanism by which the CFD
may issue the Bonds to provide a source of funds to finance City Fee Facilities in lieu of the
payment of City Fees. In the event that Bond Proceeds are not available or sufficient to satisfy
the obligation,then such Property Owner shall remain obligated to make Advances or otherwise
pay City Fees to City as required by the City in accordance with applicable law.
The Bonds shall be issued only if, in its sole discretion, the School District Board
determines that all requirements of State and Federal law and all School District policies have
been satisfied or have been waived by School District. Nothing in this Agreement shall confer
upon City or any owner of the Property, including any Property Owner, a right to compel the
issuance of the Bonds or the disbursement of Bond Proceeds to fund City Fee Facilities except in
accordance with the terms of this Agreement. In addition,nothing in this Agreement shall confer
upon any Property Owner any rights with respect to Bond Proceeds relating to an Improvement
Area other than the Improvement Area(s)in which the Property Owner owns Property.
5. Disbursements.
(a) Upon the funding of the Other Facilities Account of the Improvement
Fund,a Property Owner may execute and submit a payment request to the School District or the
CFD requesting disbursement to the Property Owner, or its written designee, from the Other
Facilities Account of the Improvement Fund of an amount equal to all or a portion of the
Advances. The sole source of funds from which a Property Owner will be entitled to receive
reimbursement of the Advances and from which a Property Owner may request disbursements
pursuant to Section 5(b)below shall be Bond Proceeds deposited in the Other Facilities Account
of the Improvement Fund for the Property Owner's Improvement Area.
(b) From time to time following the funding of the Other Facilities Account of
the Improvement Fund, a Property Owner may notify City in writing and City and Property
Owner shall jointly request a disbursement from the Other Facilities Account of the
Improvement Fund to fund City Fee Facilities by executing and submitting a request for
payment, in substantially the form attached hereto as Exhibit C (the "Disbursement Request").
Upon receipt of such Disbursement Request completed in accordance with the terms of this
Agreement, the CFD shall wire transfer or otherwise pay to City such requested funds to the
extent that Bond Proceeds are then available, or subsequently become available, in the Other
Facilities Account of the Improvement Fund for such purpose. Upon such notice and City's
receipt of such disbursement relating to City Fees, the Property Owner shall be deemed to have
satisfied the applicable City Fees with respect to the number of dwelling units or lots for which
the City Fees would otherwise have been required in an amount equal to the amount of such
disbursement divided by the per lot or unit amount of the applicable City Fees.
(c) City agrees that prior to submitting a Disbursement Request requesting
payment from the CFD it shall review and approve all costs included in its request and will have
already paid or incurred such costs of City Fee Facilities from its own funds subsequent to the
date of this Agreement, or will disburse such amounts to pay the costs of the City Fee Facilities
following receipt of funds from the CFD. In the event that City does not disburse any Bond
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Proceeds received by it to third parties within five banking days of receipt,it will trace and report
to the CFD all earnings, if any, earned by City, from the date of receipt of such Bond Proceeds
by City to the date of expenditure by City for capital costs of the City Fee Facilities. Such report
shall be delivered at least semiannually until all Bond Proceeds are expended by City. City
agrees that in processing the above disbursements it will comply with all legal requirements for
the expenditure of Bond Proceeds under the Internal Revenue Code of 1986 and any
amendments thereto.
(d) City agrees to maintain adequate internal controls over its payment
function and to maintain accounting records in accordance with generally accepted accounting
procedures. City will,upon request, provide School District and/or Property Owner with access
to City's records related to the City Fee Facilities and will provide to School District its annual
financial report certified by an independent certified public accountant for purposes of assisting
School District in calculating the arbitrage rebate obligation of the CFD,if any.
(e) School District or the CFD agrees to maintain full and accurate records of
all amounts, and investment earnings,if any,expended from each Other Facilities Account of the
Improvement Fund. School District or the CFD will, upon request, provide City and the
applicable Property Owner with access to School District's or the CFD's records related to the
applicable Other Facilities Account of the Improvement Fund.
6. Ownership of City Fee Facilities. The City Fee Facilities shall be and remain the
property of City.
7. Indemnification.
(a) Indemnification by School District. School District shall assume the
defense of, indemnify and save harmless, City, its officers,employees and agents, and each and
every one of them, from and against all actions, damages, claims, losses or expenses of every
type and description to which they may be subjected or put,by reason of, or resulting from,any
act or omission of School District with respect to this Agreement and the issuance of the Bonds;
provided,however,that School District shall not be required to indemnify any person or entity as
to damages resulting from negligence or willful misconduct of such person or entity or their
officers,agents or employees.
(b) Indemnification by Property Owner. Each Property Owner shall
assume the defense of, indemnify and save harmless, School District, the CFD and City, their
respective officers, employees and agents, and each and every one of them, from and against all
actions, damages,claims,losses or expenses of every type and description to which they may be
subjected or put, by reason of, or resulting from, any act or omission of such Property Owner
with respect to this Agreement; provided, however, that each Property Owner shall not be
required to indemnify any person or entity as to damages resulting from negligence or willful
misconduct of such person or entity or their officers,agents or employees.
(c) Indemnification by City. City shall assume the defense of, indemnify
and save harmless, School District, the CFD and Property Owners, their respective officers,
employees and agents, and each and every one of them, from and against all actions, damages,
claims, losses or expenses of every type and description to which they may be subjected or put,
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by reason of, or resulting from, any act or omission of City with respect to this Agreement, and
the design, engineering and construction of the City Fee Facilities constructed by City;provided,
however, that City shall not be required to indemnify any person or entity as to damages
resulting from negligence or willful misconduct of such person or entity or their officers, agents
or employees.
8. Allocation of Special Taxes. The School District Board,as the legislative body of
the CFD, shall annually levy the Special Tax as provided for in the formation proceedings of the
CFD. The entire amount of any Special Tax levied by the CFD to repay Bonds,or to fund other
obligations,shall be allocated to the CFD.
9. Amendment and Assignment. This Agreement may be amended at any time but
only in writing signed by each party hereto,provided,however, each individual Property Owner
may enter into a separate amendment to this Agreement without the consent of the other Property
Owners if such amendment relates solely to(i)the portion of the Property owned by the Property
Owner,(ii)an Improvement Area in which no other Property Owner owns property and(iii)the
Bond Proceeds of such Improvement Area. This Agreement may be assigned, in whole or in
part,by a Property Owner to the purchaser of any parcel of land within the Property provided,
however, such assignment shall not be effective unless and until City, School District and each
other Property Owner have been notified,in writing,of such assignment.
10. Entire Agreement. This Agreement contains the entire agreement between the
parties with respect to the matters provided for herein and supersedes all prior agreements and
negotiations between the parties with respect to the subject matter of this Agreement.
11. Notices. Any notice, payment or instrument required or permitted by this
Agreement to be given or delivered to either party shall be deemed to have been received when
personally delivered or seventy two hours following deposit of the some in any United States
Post Office in California,registered or certified,postage prepaid,addressed as follows:
School District: Menifee Union School District
30205 Menifee Road
Menifee,CA 92584
Attention:Asst. Supt.Business Services
City: City of Menifee
29714 Haun Road
Menifee,CA 92586
Attention: City Clerk
Property Owners: Sutter Mitland 01 LLC
c/o Brookfield Homes
1522 Brookhollow,Suite 1
Santa Ana,CA 92705
Attention:Mr.Dennis Chapman
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Brookfield AMR/RG LLC
c/o Brookfield Homes
1522 Brookhollow,Suite 1
Santa Ana,CA 92705
Attention:Mr.Dennis Chapman
Telephone: (714)979-2456
Facsimile:(714)241-5937
Brookfield AMR/FR LLC
c/o Brookfield Homes
1522 Brookhollow,Suite 1
Santa Ana,CA 92705
Attention:Mr.Dennis Chapman
Telephone:(714)979-2456
Facsimile: (714)241-5937
Riverside Mitland Investor 3 LLC
c/o Brookfield Homes
1522 Brookhollow,Suite 1
Santa Ana,CA 92705
Attention:Mr.Dennis Chapman
Telephone: (714)979-2456
Facsimile: (714)241-5937
Woodside AMR 91,Inc.
c/o Woodside Homes of California,Inc.
11870 Pierce Street, Suite 250
Riverside,CA 92505
Attention:Mr.Tim McGinnis
Telephone: (951)710-1900
Facsimile. (951)688-8681
Woodside AMR 107,Inc.
c/o Woodside Homes of California,Inc.
11870 Pierce Street,Suite 250
Riverside,CA 92505
Attention: Mr.Tim McGinnis
Telephone: (951)710-1900
Facsimile: (951)688-8681
Each party may change its address for delivery of notice by delivering written notice of
such change of address to the other party hereto.
12. Exhibits. All exhibits attached hereto are incorporated into this Agreement by
reference.
13. Attomeys' Fees. In the event of the bringing of any action or suit by any Party
against any other Party arising out of this Agreement, the Party in whose favor final judgment
shall be entered shall be entitled to recover from the losing Party all costs and expenses of suit,
including reasonable attorneys' fees.
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14. Severability. If any part of this Agreement is held to be illegal or unenforceable
by a court of competent jurisdiction,the remainder of this Agreement shall be given effect to the
fullest extent reasonably possible.
15. Governing Law. This Agreement and any dispute arising hereunder shall be
governed by and interpreted in accordance with the laws of the State of California.
16. Waiver. Failure by a party to insist upon the strict performance of any of the
provisions of this Agreement by the other party hereto, or the failure by a party to exercise its
rights upon the default of another party, shall not constitute a waiver of such party's right to
insist and demand strict compliance by such other party with the terms of this Agreement
thereafter.
17. No Third Party Beneficiaries. No person or entity other than the CFD,when and
if formed, shall be deemed to be a third party beneficiary hereof, and nothing in this Agreement
(either express or implied) is intended to confer upon any person or entity, other than City,
School District,the CFD, and the Property Owners(and their respective successors and assigns,
exclusive of individual homebuyers), any rights, remedies, obligations or liabilities under or by
reason of this Agreement.
18. Singular and Plural, Gender. As used herein, the singular of any word includes
the plural,and terms in the masculine gender shall include the feminine.
19. No Cross Default. A Property Owner's default under, or breach of, this
Agreement shall not constitute the default or breach of any other Property Owner.
20. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original,but all of which shall constitute but one instrument.
[Signature Page Follows]
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1N WITNESS WHERE-OF, the parties have executed this Agreement as of the day and
year written above.
SCHOOL DISTRICT
MENI E { ON SCHOOL DISTRICT
By; e�k l ��
Name:
Title:
ATTEST:
By:
Clerk of the Board of Trustees
CITY OF MENIFEE
Name: EL a.��4 ce-
Title: As. n v
ATTEST:
By:
Clerk of the City
PROPERTY OWNERS
Sutter Mitland 01 LLC,
a Delaware limited liability company
By:
Dennis J.Chapman,Vice President
By:
William B. Seith,Authorized Signing Agent
Brookfield AMR/RG LLC,
a Delaware limited liability company
By:
Dennis J.Chapman,Vice President
By:
William B. Seith, Secretary
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1N WITNESS WHEREOF, the parties have executed this Agreement as of the day and 1
year written above. i
SCHOOL DISTRICT
i
MENIFEE ION SCHOOL DISTRICT
'At el
Name:
Title:
ATTEST:
By: t
4C1of the d of Trustees
CITY OF MENIFEE
By:
Name:
Title:
ATTEST:
By:
Clak of the City
PROPERTY OWNERS
Sutter Mitland 01 LLC,
a Delaware limited liability company
By-
Depm J.chap Vice P esident
By:
William B.Seith,Authorized Signing Agent
Brookfield AMR/RG LLC,
a Delaware limited liability company
By:
7,bnnis J.Chap ma ,Vi President
By:
William B.Seith,Secretary
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#90199 v4
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year written above.
SCHOOL DISTRICT
MENIFEE UNION SCHOOL DISTRICT
By:
Name:
Title:
ATTEST:
By:
Clerk of the Board of Trustees
CITY OF MENIFEE
By:
Name:
Title:
ATTEST:
By:
Clerk of the City
PROPERTY OWNERS
Sutter Mitland 01 LLC,
a Delaware limited liability company
By:
D s J.Cha DVice ident
By:
William B.Seith,Authorized Signing Agent
Brookfield ANHMG LLC,
a Delaware limited liability company
By:
D nnis J.Cha an,Vic resident
By:
William B.Seith,Secretary
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Brookfield AMR/FR LLC,
a Delaware limited liability company
By: _
De is J.Cha an,Vice resident
By:
William B.Seith,Secretary
Riverside Mitland Investor 03 LLC,
a Delaware limited liability company
By: _ v
Dee is J.Cha an,Vic t
By:
William B.Seith,Authorized Signing Agent
Woodside AMR 91,Inc.,
a California corporation
By:
Tim McGinnis,President
By:
Name:
Title:
Woodside AMR 107,Inc.,
a California corporation
By:
Tim McGinnis,President
By:
Name:
Title:
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Brookfield AMR/FR LLC,
a Delaware limited liability company
By:
Dennis J.Chapman,Vice President
By:
William B.Seith,Secretary
Riverside Mitland Investor 03 LLC,
a Delaware limited liability company
By:
Dennis J.Chapman,Vice President
By:
William B.Seith,Authorized Signing Agent
Woodside AMR 91,Inc.,
a Cal
ifomia oration
By.
Tim cGinms,President
By:
Name:
Title:
Woodside AM11_ 107,Inc.,
a California on
By:
Tim McGinnis,Pres dent
By:
Name:
Title:
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890198 v4
MUM A
DESCRIPTION OF PROPERTY
AUDIE MURPHY RANCH
PARCELS I THROUGH 24, LOTS "A" THROUGH "Z" AND LOTS "AA" THROUGH "YY" OF
PARCEL MAP 32269, IN THE COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN
BY MAP ON FILE IN BOOK 221,PAGES 13 THROUGH 24 OF PARCEL MAPS, IN THE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPTING THEREFROM ALL OIL, GAS AND OTHER HYDROCARBONS, GEOTHERMAL
RESOURCES AND ALL OTHER MINERALS WHETHER SIMILAR TO THOSE HEREIN
SPECIFIED OR NOT, WITHIN OR THAT MAY BE PRODUCED FROM SAID PROPERTY, AS
RESERVED IN THAT CERTAIN DOCUMENT RECORDED OCTOBER 29. 1990 AS DOCUMENT
NO.396657.
CANYON COVE
T.S.No.:10-01202.4
Loan No.: Cove Estates.LLC
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF
MENIFEE,COUNTY OF RIVERSIDE,STATE OF CALIFORNIA.AND IS DESCRIBED
AS FOLLOWS:
PARCE6 1:
THE EAST HALF OF THE NORTHWEST QUARTER OF THE SOUTHEAST QUARTER
AND THE EAST HALF OF THE SOUTHWEST QUARTER OF THE SOUTHEAST
QUARTER OF SECTION 6,TOWNSHIP 6 SOUTH,RANGE 3 WEST,SAW
13ERNARDINO BASE AND MERIDIAN.
PdRC0.2:
THE NORTHEAST QUARTER OF THE SOUTHEAST QUARTER AND THE
NORTHWEST QUARTER OF THE SOUTHEAST QUARTER OF THE SOUTHEAST
QUARTER OF SECTION 6,TOWNSHIP 6 SOUTH,RANGE 3 WEST,SAN
BERNARDINO BASE AND MERIDIAN.
THE WEST HALF OF T14E NORTHWEST QUARTER OF THE SOUTHEAST
QUARTER AND THE WEST HALF OF THE SOUTHWEST QUARTER OF THE
SOUTHEAST QUARTER OF SECTION S.TOWNSHIP 6 SOUTH,RANGE 3 WEST.
SAN BER14ARDINO BASE AND MERIDIAN.
APN:3564804WT,358408Q016.7,358406"17-6,35"ll"184
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#90198 v4 A-1
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EXHIBIT B
CITY FEES
The type of City Fee Facilities eligible to be financed by the CFD under the Act are the
capital improvements authorized to be financed with the City development impact fees ("DIF")
unposed pursuant to County Ordinance No. 659,as adopted by the City and as amended as of the
date of this Agreement by City Ordinance No.2010-76, and as subsequently amended by the
City.
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Sequence No.
City SA#
EXHIBIT C
DISBURSEMENT REQUEST FORM
1. Menifee Union School District Community Facilities District No.2011-1
("CFD") is hereby requested to pay from Bond Proceeds to the City of Menifee ("City"), as
Payee,the sum set forth in 3 below.
2. The undersigned certifies that the amount requested for City Fee Facilities is due
and payable, has not formed the basis of prior request or payment, and is being made with
respect to the property described in Exhibit A to the Joint Community Facilities Agreement by
and among the Menifee Union School District, City of Menifee, Sutter Midand 01,LLC et al
dated as of January 1,2011 (the"JCFA').
3. Amount requested: S
For Tract/Improvement Area Lot Nos:
4. The amount set forth in 3 above is authorized and payable pursuant to the terms of
the JCFA. Capitalized terms not defined herein shall have the meaning set forth in the JCFA.
PROPERTY OWNER
By:
Name:
Title:
ATTEST: CITY OF MENIFEE
By:
By:Clerk of the City Name:
Title:
cc: City Finance Dept.
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#90198 v4 C-1
d
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Assignment Agreement") is entered
into by and among Woodside AMR 107, Inc., a California corporation ("Woodside 107 Inc.'),
Woodside AMR 91, LLC, a California limited liability company ("Woodside 91 LLC" and,
together with Woodside 107 Inc., "Assignor") and Woodside 055, LP, a California limited
partnership ("Assignee'), with respect to the following agreements relating to Menifee Union
School District Community Facilities District No.2011-1 (the"CFD"):
(1) School Impact Mitigation and Public Facilities Funding Agreement (the
"Mitigation Agreement")entered into as of April 12, 2011 by and among Menifee Union School
District (the "School District"), Woodside AMR 91, Inc., a California corporation ("Woodside
91 Inc.")and Woodside 107 Inc.;
(2) Joint Community Facilities Agreement entered into as of January 1, 2011 by and
among the School District, the City of Menifee(the"City"), Sutter Mitland 01 LLC,a Delaware
limited liability company ("Sutter Mitland"), Brookfield AMR/RG LLC, a Delaware limited
liability company ("Brookfield AMR/RG"), Brookfield AMR/FC LLC, a Delaware limited
liability company ("Brookfield AMR/FC"), Riverside Mitland Investor 03 LLC, a Delaware
limited liability company("Riverside Mitland"), Woodside 91 Inc., and Woodside 107 Inc. (the
"City JCFA");and
(3) Joint Community Facilities Agreement entered into as of May 4, 2011 by and
among the Eastern Municipal Water District (the "Water District"), School District, Woodside
91 Inc.,and Woodside 107 Inc. (the"Water District JCFA');
The Mitigation Agreement, City JCFA and Water District JCFA may each be referred to
in this Assignment Agreement, individually, as an "Agreement," and, collectively, as the
"Agreements."
RECITALS
A. Subsequent to execution of the Agreements, Woodside 91 Inc. converted into
Woodside 91 LLC.
B. The assignment made pursuant to this Assignment Agreement is made in
connection with Assignor's transfer or sale to Assignee of certain real property subject to the
Agreements as identified on Exhibit A attached hereto and incorporated herein by this reference
(the"Property").
C. Pursuant to the Mitigation Agreement, the School District established the CFD
and Improvement Area No. 2 therein ("Improvement Area 2') encompassing the Property and
other real property then owned by Woodside 91 LLC that is also subject to the terms of the
Mitigation Agreement. The CFD is authorized to finance school facilities of School District,
City facilities and Water District facilities in accordance with the respective Agreements.
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D. Assignor and Assignee are entering into this Assignment Agreement in order for
Assignee to take an assignment of,and assume all rights and obligations of Assignor with respect
to the Property under the Agreements.
E. Capitalized terms not otherwise defined in this Assignment Agreement shall have
the meaning ascribed to them in the Agreements.
NOW, THEREFORE, in consideration of the covenants and agreements set forth herein
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Assignment. Pursuant to the applicable provisions of each Agreement,
Assignor hereby assigns to Assignee all of Assignor's obligations and rights as an "Owner" or
"Property Owner" of the Property under the Agreements, as applicable (the "Assigned
Obligations and Rights').
2. Assumption. As of the date written below, this Assignee hereby accepts
the foregoing assignment and unconditionally assumes and agrees to perform all of the Assigned
Obligations and Rights with respect to the Property and Assignor is hereby released from all of
the Assigned Obligations and Rights with respect to the Property.
3. Miscellaneous. This Assignment Agreement may be executed in any
number of counterparts, each of which shall be deemed an original,but all of which,when taken
together, shall constitute one and the same instrument. The signature page of any counterpart
may be detached therefrom without impairing the legal effect of the signature(s) thereon,
provided such signature page is attached to another counterpart identical thereto, except for
having additional signature pages executed by the other parties to this Assignment Agreement
attached thereto.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement
as of November 29,2012.
ASSIGNOR:
WOODSIDE AMR 91, LLC,a California
limited liability company
By:
Tim McGinnis,President
WOODSIDE AMR 107,INC.,a California
corporation
By:
Tim McGinnis, President
ASSIGNEE:
WOODSIDE 05S,LP,a California limited
partnership
By: .G
Tim McGinnis,President
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