2016/11/16 Eldorado (Riverside) Venture, LLP FY16 Improvement & Credit Reimbursement ASSIGNMENT
OF
IMPROVEMENT AND CREDIT/REIMBURSEMENT AGREEMENT,
TRANSPORTATION UNIFORM MITIGATION FEE PROGRAM
THIS ASSIGNMENT (this "Assignment") is made this 16th day of November, 2016,
by and between ELDORADO (RIVERSIDE) VENTURE, L.L.L.P., a Delaware limited
liability limited partnership ("Assignor"), and LENNAR HOMES OF CALIFORNIA, INC., a
California corporation ("Assignee").
Recitals
Assignor and Assignee entered into that certain Escrow Instructions and Purchase and
Sale Agreement dated as of August 15, 2016, as amended (the "Contract"), respecting the sale
of certain property by Assignor to Assignee as more particularly described in the Contract. All
capitalized terms used in this Assignment but not otherwise defined herein shall have the
meanings ascribed to them in the Contract.
Under the Agreement, Assignor is obligated to assign certain of Assignor's rights, and
Assignee has agreed to assume certain of Assignor's Obligations, under that certain
"Improvement and Credit / Reimbursement Agreement, Transportation Uniform Mitigation Fee
Program" dated July 2, 2013, between the City of Menifee (the "City") and Assignor (the
"TUMF Agreement")
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are acknowledged, the parties agree as follows:
1. Assignee hereby assumes and agrees to pay and perform the "TUMF Obligation"
(as defined in the TUMF Agreement) provided for in Section 14.1 of the TUMF Agreement(the
"TUMF Obligation");
2. Assignor assigns, sells, transfers, sets over and delivers unto Assignee all of
Assignor's right, title and interest in and to the credits against the TUMF Obligation (as defined
in the TUMF Agreement) provided for in Section 14.4 of the TUMF Agreement (the "TUMF
Credits").
3. Assignee does not hereby assume any obligations of Assignor under the TUMF
Agreement other than the TUMF Obligation; and Assignor does not hereby transfer and assign to
Assignee any rights or interests of Assignor under the TUMF Agreement (including, without
limitation, rights to reimbursements) other than the TUMF Credits.
4. The City does hereby join in this Assignment for the purpose of consenting to the
within and foregoing assumption and assignment, and for all other purposes contemplated by
Section 15.1 of the TUMF Agreement.
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5. Assignor shall, within ten (10) days after receipt by Assignor of a request by
Assignee or its nominee, execute such documents as Assignee or its nominee reasonably requests
to confirm the assignments set forth herein.
6. In the event any TUMF Credits are paid to Assignor on or after the date hereof,
Assignor shall immediately forward them to Assignee or its nominee. Notwithstanding anything
to the contrary in this Assignment, Assignor makes no representation whatsoever regarding the
existence, amount,timing, or likelihood of receipt of any TUMF Credits.
7. This Assignment shall be binding upon and inure to the benefit of the successors,
assignees, personal representatives, heirs and legatees of all the respective parties hereto.
8. This Assignment shall be governed by, interpreted under, and construed and
enforceable in accordance with, the laws of the State of California, without giving effect to the
principles of the conflicts of laws.
9. This Assignment may be executed in counterparts, each of which shall be deemed
an original, but all of which,together, shall constitute one and the same instrument.
10. This Assignment may be executed in a number of identical counterparts. If so
executed, each of such counterparts shall be deemed an original for all purposes, and all such
counterparts shall, collectively, constitute one Assignment.
IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this
Assignment as of the day and year first above written.
ASSIGNOR:
ELDORADO (RIVERSIDE) VENTURE,
L.L.L.P., a Delaware limited liability limited
partnership
By: Eldorado (Riverside) ASLI V, L.L.L.P.,a
Delaware limited liability limited
partnership, its sole general partner
By: Eldorado (Riverside) GP, LLC, a Delaware
limited liability company, its sole general
partner
By: Avanti Properties Group II, L.L.L.P., a
Delaware limited liability limited
partnership, its sole manager and member
By: Avanti Management Corporation, a Florida
corporation, as sole general partner
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By:
Marvin M. Shapiro, President
ASSIGNEE:
LENNAR HOMES OF CALIFORNIA,INC., a
California corporation
By:
Name:
Title
Joined in by the City of Menifee, California
for the purposes hereinabove set forth.
THE CITY OF MENIFEE, CALIFORNIA
By:
Scott Mann, Mayor
By:
Robert Johnson, City Manager
ATTEST:
By:
Sarah Manwaring, City Clerk
APPROVED AS TO FORM:
By:
Jeff T. Melching, City Attorney
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By:
Marvin M. Shapiro, President
ASSIGNEE:
LENNAR HOMES OF CALIFORNIA,INC., a
California corporation
By:
L) 4L---
Name:J16frey T. Clemens
Title Vice President
Joined in by the City of Menifee, California
for the purposes hereinabove set forth.
THE CITY OF MENIFEE, CALIFORNIA
By:
Scott Mann, Mayor
By:
Robert Johnson, City Manager
ATTEST:
By:
Sarah Manwaring, City Clerk
APPROVED AS TO FORM:
By:
Jeff T. Melching, City Attorney
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