2019/05/15 Stark Menifee Land, LLC DIF Improvement Credit/Reimbursement ASSIGNMENT AND ASSUMPTION
OF DIF IMPROVEMENT CREDITIREIMBURSEMENT AGREEMENT
This Assignment and Assumption of DIF Im rovement Credit/Reimbursement Agreement
(this "Assignment") is made as of , 2019 by and between the CITY OF
MENIFEE, a municipal corporation of theJState of California ("Assignor"), and STARK
MENIFEE LAND LLC, a Wisconsin limited liability company ("Assignee").
RECITALS
A. Assignor is the "Agency" and Assignee 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 one hundred twenty-
seven and seventy-three hundredths (127.73)acres, commonly known as Parcels I through 11, 13,
14, 15,and 16 through 26 of Parcel Map No.36299-1. Any capitalized term used but not otherwise
defined herein shall have the meaning ascribed thereto in the DIF Agreement.
B. Assignor desires to assign to Assignee, and Assignee desires to assume, all of
Assignor's rights to the Credit against the DIF Obligation under the DIF Agreement relating to the
Assigned Property, all on the terms and conditions set forth below.
AGREEMENT
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Assignor and Assignee hereby agree as follows:
. Assignor hereby assigns to Assignee all of Assignor's rights, title, and interest in
and to the DIF Credit applicable to the Assigned Property in an amount equal to Four Hundred
Thirty-Four Thousand Four Hundred Forty-Five Dollars ($434,445.00), and Assignee hereby
accepts such assignment.
2. Assignor and Assignee hereby acknowledge and agree that the DIF Improvements
have been completed, and have been approved and accepted by Assignor.
3. Assignor and Assignee each hereby covenants that it will, at any time and from
time to time upon written request therefor, but at no out-of-pocket cost, execute and deliver to the
other party, its respective nominees, successors and/or permitted assigns, any new or confirmatory
instructions and do and perform any other acts which either party, its respective nominees,
successors and/or assigns, may reasonably request in order to fully transfer and assign such rights
of Assignor in and under the DIF 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
12 t 2939.0110C
370946-00002 Assignment of DIF CrediWProject
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)
1212939.01/OC
370946-00002 -2- Assignment of DIF Credits/Project
IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this
Assignment as of the day and year first above written.
ASSIGNOR
CITY OF MENIFEE,
a municipal corporation of the State of California
By:
Name: Armando G. Villa
Title: City Manager
ATTEST:
BCyC
Clerk
APPROVED AS TO FORM:
By: c
C' orney
[Signatures continued on next page)
1212939.01/OC
370946-00002 -3- Assignment of DIF Credits/Project
ASSIGNEE:
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: fv k rh\'O
Its: D(re-c T o2
1212939.01/OC
370946-00002 -4- Assignment of DIF Credits/Project