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2022/04/06 Riverside County Flood Control and Water Conservation District Assignment and Assumption Agreement Romoland MDP Lines A-14 and A-14a Stage 1 (pending signatures)242963 ASSIGNMENT AND ASSUMPTION OF AND AMENDMENT TO COOPERATIVE AGREEMENT Romoland MDP Line A-14, Stage 1 Romoland MDP Line A-14a, Stage 1 Romoland - Ethanac Road Storm Drain, Stage 1 Romoland - Byers Road Storm Drain, Stage 1 Project Nos. 4-0-00443, 4-0-00436, 4-0-00445 and 4-0-00446 Tract Nos. 36658-5 and 36658-6 This Assignment and Assumption of, and Amendment to Cooperative Agreement ("ASSIGNMENT") is made by and between (i) the Riverside County Flood Control and Water Conservation District, a body politic ("DISTRICT"); (ii) the City of Menifee, a California municipal corporation ("CITY"); (iii) Cimarron Ridge, LLC, a California limited liability company ("ASSIGNOR"); and (iv) Pulte Home Company, LLC, a Michigan limited liability company ("ASSIGNEE"), together, referred to as the "Parties" and individually as "Party". The Parties hereto agree as follows: RECITALS A. DISTRICT, CITY and ASSIGNOR have previously entered into that certain Agreement which was executed on March 2, 2021 (DISTRICT Board Agenda Item No. 11.3) and recorded as Document No. 2021-0177973 in the Official Records of the County of Riverside ("AGREEMENT"), setting forth the Parties' respective rights and obligations concerning ASSIGNOR's proposed design and construction of certain flood control and drainage facilities required as a condition of approval for Tract Nos. 36658-5 and 36658-6 located in the city of Menifee, in the State of California, hereinafter called "PROPERTY"; and B. Subsequent to the execution of said AGREEMENT, ASSIGNEE has acquired fee title to PROPERTY pursuant to a certain Grant Deed dated July 9, 2021 and plans to proceed in carrying out ASSIGNOR's obligations in accordance with AGREEMENT; and C. A true and correct copy of AGREEMENT has been provided to ASSIGNEE. AGREEMENT describes the terms and conditions by which those certain flood control and -1- 242963 drainage improvements that are required in connection with the development of Tract Nos. 36658- 5 and 36658-6 are to be designed and constructed by ASSIGNOR and inspected and accepted for operation and maintenance by DISTRICT, CITY and ASSIGNOR; and D. Section IV.15 of AGREEMENT stipulates that ASSIGNOR may assign its rights and responsibilities as set forth therein subject to the written consent of the Parties thereto; and E. The totality of ASSIGNOR's rights, title, interests, benefits and privileges pursuant to AGREEMENT are hereinafter collectively called "ASSIGNOR RIGHTS", and the totality of ASSIGNOR's obligations or responsibilities pursuant to AGREEMENT are hereinafter collectively called "ASSIGNOR OBLIGATIONS"; and F. ASSIGNOR RIGHTS and ASSIGNOR OBLIGATIONS are hereinafter altogether called "RIGHTS AND OBLIGATIONS"; and G. ASSIGNOR, ASSIGNEE, CITY and DISTRICT intend that, by execution of this ASSIGNMENT, ASSIGNEE shall assume and agrees to perform all RIGHTS AND OBLIGATIONS as stated in AGREEMENT; and H. Concurrently with the assignment and assumption of AGREEMENT, DISTRICT desires to make certain amendments to AGREEMENT in its entirety, which together encompass this ASSIGNMENT; and Section IV.17 of AGREEMENT specify that AGREEMENT may be changed or modified subject to the written consent of the Parties thereto; and NOW, THEREFORE, in consideration of the preceding Recitals and the mutual covenants hereinafter contained, the Parties hereto do hereby mutually agree as follows: 1. The above Recitals are true and correct and are incorporated into the terms of this ASSIGNMENT in their entirety. 2. By execution of this ASSIGNMENT, ASSIGNOR hereby assigns all of its RIGHTS AND OBLIGATIONS to ASSIGNEE and ASSIGNEE accepts RIGHTS AND OBLIGATIONS. -2- 242963 3. For the benefit of DISTRICT and COUNTY, ASSIGNEE hereby agrees to be fully bound by the terms of AGREEMENT that are stated and imposed on ASSIGNOR in AGREEMENT. ASSIGNOR is referred to as DEVELOPER in the AGREEMENT. As such, upon execution of this ASSIGNMENT, ASSIGNEE will become the new "DEVELOPER" under the terms of the AGREEMENT. 4. AGREEMENT is hereby amended as follows: I. RECITALS F of AGREEMENT is hereby deleted in its entirety. II. RECITALS G of AGREEMENT is hereby deleted in its entirety. III. RECITALS H of AGREEMENT is hereby deleted in its entirety. IV. RECITALS I of AGREEMENT is hereby deleted in its entirety. V. RECITALS J of AGREEMENT is hereby deleted in its entirety. 5. In regard to the assignment of RIGHTS AND OBLIGATIONS set forth herein, DISTRICT and CITY hereby consent and agree to (i) the assignment of RIGHTS AND OBLIGATIONS in favor of ASSIGNEE and (ii) the assumption by ASSIGNEE of said RIGHTS AND OBLIGATIONS. In further clarification of the intent of the Parties, ASSIGNEE and ASSIGNOR specifically agree with DISTRICT and CITY that access and/or grant of real property interests required by DISTRICT and CITY pursuant to AGREEMENT, if any, shall be satisfied by ASSIGNEE, and in regard to all financial obligations, DISTRICT and/or CITY shall invoice ASSIGNEE for all charges incurred pursuant to AGREEMENT. Further, in executing this ASSIGNMENT, neither DISTRICT or CITY are waiving their rights to seek redress or relief from ASSIGNOR, in addition to ASSIGNEE, for any breach of AGREEMENT that may have accrued prior to the effective date of this ASSIGNMENT. 6. The assignment and assumption of RIGHTS AND OBLIGATIONS pursuant to this ASSIGNMENT shall be binding upon and inure to the benefit of the successors, assigns, personal representatives, heirs and legatees of the respective Parties hereto. -3- 242963 7. In the event that any action or suit by the Party hereto is brought against another Party hereunder by reason of any breach of any of the covenants, conditions, agreements or provisions on the part of the other Party arising out of this ASSIGNMENT, the prevailing Party shall be entitled to have and recover of and from the other Party all costs and expenses of the action or suit, including reasonable attorneys' fees. 8. This ASSIGNMENT is to be construed in accordance with the laws of the State of California. 9. If any provision in this ASSIGNMENT is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. 10. Nothing in the provisions of this ASSIGNMENT is intended to create duties or obligations to or rights in third parties not Parties to this ASSIGNMENT. 11. This ASSIGNMENT may be changed or modified only upon the written consent of the Parties hereto. 12. Any and all notices sent or required to be sent to ASSIGNEE arising from either this ASSIGNMENT, or the obligations contained in AGREEMENT will be mailed by first class mail, postage prepaid, to the following addresses: RIVERSIDE COUNTY FLOOD CONTROL CITY OF MENIFEE AND WATER CONSERVATION DISTRICT 29844 Haun Road 1995 Market Street Menifee, CA 92586 Riverside, CA 92501 Attn: Daniel Padilla, Attn: Contract Services Section City Engineer, Land Development Section CIMARRON RIDGE, LLC 2900 Adams Street, Suite C25 Riverside, CA 92504 Attn: Craig Mazzara PULTE HOME COMPANY, LLC 27401 Los Altos, Suite 400 Mission Viejo, CA 92691 Attn: Steven J. Ford 13. The individuals executing this ASSIGNMENT on behalf of ASSIGNEE and ASSIGNOR hereby certify that they have the authority within their respective companies to enter into and execute this ASSIGNMENT, and have been authorized to do so by any and all boards of -4- 242963 directors, legal counsel and/or any other board, committee or other entity within their respective companies which have the authority to authorize or deny entering into this ASSIGNMENT. 14. This ASSIGNMENT may be executed in multiple counterparts, each of which shall be deemed an original but all of which together shall constitute but one and the same instrument. // -5- IN WITNESS WHEREOF, the parties hereto have executed this Assignment on (to be filled in by Clerk of the Boardl RECOMMENDED FOR APPROVAL: Im JASON E. UHLEY General Manager -Chief Engineer APPROVED AS TO FORM: COUNTY COUNSEL Im SARAH K. MOORE Deputy County Counsel 242963 RIVERSIDE COUNTY FLOOD CONTROL AND WATER CONSERVATION DISTRICT :A KAREN SPIEGEL, Chair Riverside County Flood Control and Water Conservation District Board of Supervisors ATTEST: KECIA HARPER Clerk of the Board By. Deputy (SEAL) Assignment and Assumption of and Amendment to Cooperative Agreement: Romoland MDP Line A-14, Stage I Romoland MDP Line A-14a, Stage 1 Romoland - Ethanac Road Storm Drain, Stage I Romoland - Byers Road Storm Drain, Stage 1 Project Nos. 4-0-00443, 4-0-00436, 4-0-00445 and 4-0-00446 Tract Nos. 36658-5 and 36658-6 AMR:blm 03/09/22 242963 ASSIGNOR CIMARRON RIDGE, LLC, a California limited liability company By: Van Deale Investment Properties, LLC Its Managing Member JEFFREY M. HACK President (ATTACH NOTARY WITH CAPACITY STATEMENT) Assignment And Assumption of, and Amendment to Cooperative Agreement: Romoland MDP Line A-14, Stage 1 Romoland MDP Line A-14a, Stage 1 Romoland - Ethanac Road Storm Drain, Stage I Romoland - Byers Road Storm Drain, Stage 1 Project Nos. 4-0-00443, 4-0-00436, 4-0-00445 and 4-0-00446 Tract Nos. 36658-5 and 36658-6 AMR:blm 03/09/22 -8- 242963 ASSIGNEE PULTE HOME COMPANY, LLC, a Michigan limited liability company I3 DARREN WARREN Division Vice President of Land Acquisition and Development (ATTACH NOTARY WITH CAPACITY STATEMENT) Assignment And Assumption of, and Amendment to Cooperative Agreement: Romoland MDP Line A-14, Stage 1 Romoland MDP Line A-14a,•Stage 1 Romoland - Ethanac Road Storm Drain, Stage 1 Romoland - Byers Road Storm Drain, Stage 1 Project Nos. 4-0-00443, 4-0-00436, 4-0-00445 and 4-0-00446 Tract Nos. 36658-5 and 36658-6 AMR:blm 03/09/22 RECOMMENDED FOR APPROVAL: B s '? at t y .— DANIEL PADILLA City Engineer APPROVED AS TO FORM: By JE L T. MELCHING City Attorney 242963 CITY OF MENIFEE _ O-A4 By ARMANDO G. VILLA City Manager ATTEST: B 'S-,4RAff MANWARING City Clerk (SEAL) Assignment And Assumption of, and Amendment to Cooperative Agreement: Romoland MDP Line A-14, Stage 1 Romoland MDP Line A-14a, Stage 1 Romoland - Ethanac Road Storm Drain, Stage 1 Romoland - Byers Road Storm Drain, Stage 1 Project Nos. 4-0-00443, 4-0-00436, 4-0-00445 and 4-0-00446 Tract Nos. 36658-5 and 36658-6 AMR:blm 03/09/22 -7- RECOMMENDED FOR APPROVAL: -T By ?J & WWI L PADILLA City Engineer APPROVED AS TO FORM: r By JE T. MELCHING City Attorney 242963 CITY OF MENIFEE By &4 A ARMANDO G. VI LA City Manager ATTEST: City Clerk (SEAL) . r Assignment And Assumption of, and Amendment to Cooperative Agreement: Romoland MDP Line A-14, Stage 1 Romoland MDP Line A-14a, Stage 1 Romoland - Ethanac Road Storm Drain, Stage 1 Romoland - Byers Road Storm Drain, Stage 1 Project Nos. 4-0-00443, 4-0-00436, 4-0-00445 and 4-0-00446 Tract Nos. 36658-5 and 36658-6 AMR:blm 03/09/22 -7- RECOMMENDED FOR APPROVAL: By TV IVO DANIEL PADILLA City Engineer APPROVED AS TO FORM: By r` JEl• E T. MELCHING City Attorney 242963 CITY OF MENIFEE By ARMANDO G. V1LLA City Manager ATTEST: B vt MAN WARING City Clerk (SEAL) Assignment And Assumption of, and Amendment to Cooperative Agreement: Romoland MDP Line A-14, Stage 1 Romoland MDP Line A-14a, Stage 1 Romoland - Ethanac Road Storm Drain, Stage 1 Romoland - Byers Road Storm Drain, Stage 1 Project Nos. 4-0-00443, 4-0-00436, 4-0-00445 and 4-0-00446 Tract Nos. 36658-5 and 36658-6 AMR:blm 03/09/22 -7- RECOMMENDED FOR APPROVAL: By _ TV 4W DANIEL PADILLA City Engineer APPROVED AS TO FORM: By `T JEF REY T. MELCHING City Attorney 242963 CITY OF MENIFEE By aA144, ARMANDO GI VILLA City Manager ATTEST: B�' RA MANWARING City Clerk (SEAL) Assignment And Assumption of, and Amendment to Cooperative Agreement: Romoland MDP Line A-14, Stage 1 Romoland MDP Line A-14a, Stage 1 Romoland - Ethanac Road Storm Drain, Stage 1 Romoland - Byers Road Storm Drain, Stage 1 Project Nos. 4-0-00443, 4-0-00436, 4-0-00445 and 4-0-00446 Tract Nos. 36658-5 and 36658-6 AMR:bIm 03/09/22 SIR RECOMMENDED FOR APPROVAL: By ANIEL PADILLA City Engineer APPROVED AS TO FORM: By4-- fw 1 MELCHING City Attorney 242963 CITY OF MENIFEE B` Y ARMANDO 1LLA City Manager ATTEST: B II ea r.�1. ■ �" L.i t�• . • City Clerk (SEAL) Assignment And Assumption of, and Amendment to Cooperative Agreement: Romoland MDP Line A-14, Stage 1 Romoland MDP Line A-14a, Stage 1 Romoland - Ethanac Road Storm Drain, Stage 1 Romoland - Byers Road Storm Drain, Stage 1 Project Nos. 4-0-00443, 4-0-00436, 4-0-00445 and 4-0-00446 Tract Nos. 36658-5 and 36658-6 AMR:blm 03/09/22 -7- 242963 RECOMMENDED FOR APPROVAL: CITY OF MENIFEE By. By DANIEL PADILLA ARMANDO G. tV lIAA City Engineer City Manager APPROVED AS TO FORM: ATTEST: By JEFFR Y T. MELCHING 7,4SR1 MANWARING City Attorney City Clerk (SEAL) Assignment And Assumption of, and Amendment to Cooperative Agreement: Romoland MDP Line A-14, Stage 1 Romoland MDP Line A-14a, Stage 1 Romoland - Ethanac Road Storm Drain, Stage 1 Romoland - Byers Road Storm Drain, Stage 1 Project Nos. 4-0-00443, 4-0-00436, 4-0-00445 and 4-0-00446 Tract Nos. 36658-5 and 36658-6 AMR:blm 03/09/22 -7-