2019/03/08 Stark Menifee Land, LLC Partial Assignment and Assumption of DIF Improvement Credit/Reimbursement AgreementPARTIAL 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 , 2019 by and between STARK
MENIFEE LAND LLC, a Wisconsin limited liability company ("Assignor"), CENTER POINTE
LLC, a Delaware 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 an aggregate of approximately nine and ten -hundredths (9.10) net acres, commonly
known as Parcel 1 ("Parcel 1") and Parcel 2 ("Parcel 2") 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 and Assignee are parties to that certain Agreement of Purchase and Sale
and Joint Escrow Instructions, dated as of March 8, 2019, by and between Assignor, as seller, and
Assignee, as buyer, as may be amended, respecting the sale of the Assigned Property.
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 One Hundred Seventy -Five
Thousand Sixteen Dollars ($175,016.00), in which Eighty -Four Thousand Three Hundred Ninety -
One Dollars ($84,391.00) shall be applicable to Parcel l and Ninety Thousand Six Hundred
Twenty -Five Dollars ($90,625.00) shall be applicable to Parcel 2.
1221877 02/0C
-1707d6-00026 Assignment oFDIFC'rcdits/Parcels I and
2. Assignee hereby accepts this Assignment and agrees to be bound by all applicable
provisions of the DIP 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
DI)~ 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)
1221877 02/OC
370946-00026 -2-
Assignment of'DIF Credits/Pamcls 1 and 2
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 Wisc❑nsin limited liability company
By: Fund Wind Down Services Limited,
a company incorporated in the British Virgin
Islands, its Manager
By:
Name: nrlcAOA-s cz,& W
Its; A're- c 1-P 2,
ASSI
CENTER POINTE LLC,
a Delaware limited liability company
By:
Name: Jonathan G. Cheng
Title: President
[SIGNATURES CONTINUED ON NEXT PAGE]
1221977.02/OC
370946-00026 _3_
AssignmentofDIFCredits/Parcels I and2
CITY
CITY OF MENIFEE,
a municipal corporation of the State of California
By:
W Name: r ndo G. a
Title: City Manager
ATTEST:
A7,
Ey(CCit
Clerk
APPROVED AS TO FORM:
By: �-
City A( ort� Bey
I221677.02/OC
170946.00026 '4- Assignmem of DIP Cadlte/Pemele I and 2
E-HIBIT A
DESCRIPTION OF ASSIGNED 1'ROI'ER'I'Y
THE LAND SITUATED IN THE CITY OF MENIFEE, COUNTY OF RIVERSIDE, STATE OF
CALIFORNIA, AND 1S DESCRIBED AS FOLLOWS:
PARCEL ONE:
PARCFI, I OF PARCEL MAP NO. 36299-1, IN THE CITY OF MENIFEE, COUNTY OF
RIVERSIDE, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 238, PAGES 88
THROUGH 93, INCLUSIVE OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY, AS AMENDED BY THAT CERTAIN CERTIFICATE OF
CORRECTION COC 16-001 RECORDED APRIL 26, 2016 AS INSTRUMENT NO. 2016-
0165375 OF OFFICIAL RECORDS.
PARCEL TWO:
ALL OF PARCEL 2 OF PARCEL MAP NO. 36299-1, IN SECTION 3, TOWNSHIP 6 SOUTH,
RANGE 3 WEST, OF THE SAN BERNARDINO BASE AND MERIDIAN, IN TIME 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.
EXCEPTING THEREFROM THAT PORTION OF PARCEL 2 OF SAID PARCEL MAP,
HEREINAFTER REFERRED TO AS STRIP # 1, DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWESTERLY CORNER OF PARCEL 13 OF PARCEL MAP NO.
36299-1;
THENCE ALONG THE EASTERLY LINE OF SAID PARCEL 2, NORTH 00°43'20" EAST
458.89 FEET;
THENCE., LEAVING SAID EASTERLY LINE, NORTH 89'30'17" WEST 115.00 FEET;
THENCE SOUTH 00c43'20" WEST 463.24 FEET;
TI IENCE SOUTH 89016'40" EAST 18.46 FEET;
THENCE NORTH 58045'09" EAST 60.12 FEET;
THENCE SOUTH 39012'05" 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 39°12'05" WEST;
1221977,a2(0C EXHIBIT A
370
946-0002e _I_
Assignment of -DI Credits/Parcels I and 2
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.
THE FOREGOING DESCRIBED PARCEL IS ALSO KNOWN AS PARCEL D 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.
APN: 360-860-001, 360-860-017
1221877.021OC EXHIBIT A
370946-OD026 _2-
Assignment ofDIF Credits/Parcels I and 2