2013/10/09 Woodside Homes Menifee Union CFD 2011-1 Improvement for Area 2Woodside Homes
BETTER B Y D E S f G N
City Of "ellifee
October 9, 2013 OC T 1 12013
Received
TO THE PARTIES
ON THE ATTACHED
DISTRIBUTION LIST
Re: Menifee Union School District Community Facilities District No. 2011-1
Improvement Area 2
Ladies and Gentlemen:
Enclosed for your records is a copy of the executed Assignment and Assumption
Agreement by and between Woodside AMR 91, LLC and Woodside AMR 107, Inc., on the one
hand ("Assignor") and Woodside 05S, LP, on the other hand ("Assignee"), pursuant to which
Assignor assigned to Assignee and Assignee assumed from Assignor all of Assignor's
obligations and rights related to certain property in Improvement Area No. 2 of the Menifee
Union School District Community Facilities District No. 2011-1 under the following documents:
(1) School Impact Mitigation and Public Facilities Funding Agreement entered into
as of April 12, 2011 by and among the Menifee Union School District (the "School District"),
Woodside AMR 91, Inc. and Woodside AMR 107, Inc.;
(2) Joint Community Facilities Agreement (the "City JCFA"), entered into as of
January 1, 2011 by and among the School District, the City of Menifee, Sutter Mitland 01 LLC,
Brookfield AMR/RG LLC, Brookfield AMR/FR LLC, Riverside Mitland Investor 03 LLC,
Woodside AMR 91, Inc., and Woodside AMR 107, Inc.; and
(3) Joint Community Facilities Agreement (the "Water District JCFA"), entered into
as of May 4, 2011 by and among the Eastern Municipal Water District, the School District,
Woodside AMR 91, Inc. and Woodside AMR 107, Inc.
Section 9 of the City JCFA and Section 9 of the Water District JCFA each require that
the other parties to those agreements receive written notice of this assignment.
10/7/13 9103.5
#132495 Q
11870 Pierce Street #250 Riverside, CA 92505 - Tel: 951-710-9100 - Fax:951-688-8681
DISTRIBUTION LIST
October 9, 2013
Page 2
Please contact me at (951) 710-1900 if you have any questions or comments regarding
the enclosed assignment.
Sincerely,
Trent Heiner
Woodside Homes
10/7/13 9103.5
#132495 v2
11870 Pierce Street #250 Riverside, CA 92505 - Tel: 951-710-9100 - Fax:951-688-8681
DISTRIBUTION LIST
October 9, 2013
Page 3
DISTRIBUTION LIST
Menifee Union School District
30205 Menifee Road
Menifee, CA 92584
Attention: Asst. Supt. Business Services
City of Menifee
29714 Haun Road
Menifee, CA 92586
Attention: City Clerk
Eastern Municipal Water District
P.O. Box 8300
2270 Trumble Road
Perris, California 92572-8300
Attention: General Manager
Brookfield AMR/RG LLC
c/o Brookfield Homes
3090 Bristol Street #220
Costa Mesa, CA 92626
Attention: Mr. Adrian Peters
Enclosure
10/7/13 9103.5
#132495 Q
Brookfield AMR/FR LLC
c/o Brookfield Homes
3090 Bristol Street #220
Costa Mesa, CA 92626
Attention: Mr. Adrian Peters
Riverside Mitland Investor 3 LLC
c/o Brookfield Homes
3090 Bristol Street #220
Costa Mesa, CA 92626
Attention: Mr. Adrian Peters
Sutter Mitland 01 LLC
c/o Brookfield Homes
3090 Bristol Street #220
Costa Mesa, CA 92626
Attention: Mr. Adrian Peters
11870 Pierce Street #250 Riverside, CA 92505 - Tel: 951-710-9100 - Fax:951-688-8681
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Assignment Agreement") is entered
into by and among Woodside AMIZ 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 05S, 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 Assigrunent 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.
10/7/13 9103.5
#132135 Q
D. Assignor and Assignee are entering into this Assignment Agreement in order for
Assignee to take an assignment ol, and assume all rights and obligations of Assignor with respect
to the Property under the Agreements.
E. Capitalized teens 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:
. Assi nment. 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. Assumtine. As of the date written below, this Assignee hereby accepts
the foregoing assignment and unconditionally assulnes 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 instruinent. 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]
10M13 9103.5
#132135 v2 2
IN WITNf?SS WHEREOF, the parties hereto have executed this Assignment Agreement
as or November 29, 2012.
ASSIGNOR:
WOODSIDE AMR 91, LLC, a California
limited liability company
By: r■r ' ��- —
Tim McGinnis, President
WOODSIDE AMR 107, INC., a California
corporation
By:?
Tim McGinnis, President
ASSIGNEE:
WOODSIDE 05S, LP, a California limited
palWership
By
Tim McGinnis, President
10/7/13 9103.5
#132135 Q 3