260596
- 1 -
ASSIGNMENT AND ASSUMPTION OF COOPERATIVE AGREEMENT
Menifee Valley – Bella View Way Storm Drain, Stage 1
Menifee Valley – Haleys Flight Drive Storm Drain, Stage 1 Project No(s). 4-0-00408 and 4-0-00409
Tract Map No. 31456
This Assignment and Assumption of Cooperative Agreement ("ASSIGNMENT") is made by and between (i) the Riverside County Flood Control and Water Conservation District, a body corporate and politic ("DISTRICT"); (ii) the City of Menifee, a California municipal corporation ("CITY"); (iii) RCFC Investments, LLC, a California limited liability company ("ASSIGNOR") and (iv) KB HOME Cal Management Services, LLC, a Delaware 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 Cooperative Agreement which was executed on November 8, 2022, (DISTRICT Board Agenda Item No. 11.4), and recorded as Document No. 2022-0498941 in the Official Records of the County of Riverside ("AGREEMENT"), setting forth the 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 Map No. 31456, located in the city of Menifee in the State of California and hereinafter called "PROPERTY";
B. Subsequent to the execution of said AGREEMENT, ASSIGNEE acquired fee title to PROPERTY pursuant to a certain Grant Deed dated May 2, 2024 (recorded as Document No. 2024-0129743 in the Official Records of the County of Riverside), and plans to proceed in accordance with AGREEMENT;
C. True and correct copy of AGREEMENT has been provided to ASSIGNEE. The AGREEMENT describes the terms and conditions by which those certain flood control and 260596
- 2 -
drainage improvements that are required in connecti on with the development of Tract Map No. 31456 are to be designed, constructed, inspected and accepted for operation and maintenance; D. Section IV.15 of the AGREEMENT stipulates that A SSIGNOR may assign its rights and responsibilities as set forth therein subject to the written consent of the parties thereto; E. The totality of ASSIGNOR's rights, title, intere sts, benefits and privileges pursuant to AGREEMENT, and the totality of ASSIGNOR's obliga tions or responsibilities pursuant to AGREEMENT, are hereinafter collectively called "RIGHTS AND OBLIGATIONS"; F. ASSIGNOR, ASSIGNEE, CITY and DISTRICT intend tha t, by execution of this ASSIGNMENT, ASSIGNEE shall assume and agrees to per form all RIGHTS AND OBLIGATIONS as stated in AGREEMENT;
G. Section IV.17 of the AGREEMENT provides that AGR EEMENT may be changed or modified subject to the written consent of the Parties thereto; and NOW, THEREFORE, in consideration of the preceding R ecitals and the mutual covenants hereinafter contained, the Parties hereto do hereby mutually agree as follows:
1. The above Recitals are true and correct and incorpo rated into the terms of this ASSIGNMENT.
2. By execution of this ASSIGNMENT, ASSIGNOR hereby assigns all of its RIGHTS AND OBLIGATIONS to ASSIGNEE and ASSIGNEE accepts th e RIGHTS AND OBLIGATIONS.
3. For the benefit of DISTRICT and CITY, ASSIGNEE h ereby agrees to be fully bound by the terms of AGREEMENT that are stated and impos ed on ASSIGNOR in AGREEMENT.
ASSIGNOR is referred to as DEVELOPER in the AGREEMENT.
4. In regard to the assignment of RIGHTS AND OBLIGA TIONS set forth herein, DISTRICT and CITY hereby consent and agree to (i) t he assignment of RIGHTS AND OBLIGATIONS in favor of ASSIGNEE and (ii) the assum ption by ASSIGNEE of said RIGHTS 260596
- 3 -
AND OBLIGATIONS. In further clarification of the intent of the Parties, ASSIGNEE and ASSIGNOR specifically agree with DISTRICT that access and/or grant of real property interests required by DISTRICT pursuant to AGREEMENT, if any, shall be satisfied by ASSIGNEE, and in regard to all financial obligations, DISTRICT shall invoice ASSIGNEE for all charges incurred pursuant to AGREEMENT.
5. 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.
6. In the event that any action or suit by a 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 any and all non-prevailing Parties all costs and expenses of the action or suit, including reasonable attorneys' fees.
7. This ASSIGNMENT is to be construed in accordance with the laws of the State of California.
8. 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.
9. 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.
10. This ASSIGNMENT may be changed or modified only upon the written consent of the Parties hereto.
11. 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:
260596
- 4 -
RIVERSIDE COUNTY FLOOD CONTROL CITY OF MENIFEE
AND WATER CONSERVATION DISTRICT 29844 Haun Road
1995 Market Street
Riverside, CA 92501
Attn: Contract Services Section
RCFC Investments, LLC
26071 Merit Circle, Suite 101
Laguna Beach, CA 92653
Attn: Gordon D. Youde
Menifee, CA 92586
Attn: Alberto Paiva, Deputy Public
Works Director/City Engineer
KB HOME CAL MANAGEMENT
SERVICES, LLC
36310 Inland Valley Drive, Suite 300
Wildomar, CA 92595
Attn: Christopher Earl
12. The individuals executing this ASSIGNMENT on behalf of ASSIGNEE 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 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.
13. The individuals executing this ASSIGNMENT on behalf of 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 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. Any action at law or in equity brought by any of the Parties hereto for the purpose of enforcing a right or rights provided for by ASSIGNMENT, shall be tried in a court of competent jurisdiction in the County of Riverside, State of California, and the Parties hereto waive all provisions of law providing for a change of venue in such proceedings to any other county.
15. This ASSIGNMENT is the result of negotiations between the Parties hereto, and the advice and assistance of their respective counsel. The fact that this ASSIGNMENT was prepared as a matter of convenience by DISTRICT shall have no importance or significance. Any uncertainty or ambiguity in this ASSIGNMENT shall not be construed against DISTRICT because DISTRICT prepared this ASSIGNMENT in its final form.
260596
- 5 -
16. 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. //
//
260596
- 6 -
IN WITNESS WHEREOF, the Parties hereto have executed this ASSIGNMENT on _____________________________.
(to be filled in by General Manager – Chief Engineer)
RECOMMENDED FOR APPROVAL:
By
JASON E. UHLEY
General Manager-Chief Engineer
APPROVED AS TO FORM:
MINH C. TRAN
County Counsel
By
RYAN YABKO
County Counsel
Assignment and Assumption Agreement:
Menifee Valley – Bella View Way Storm Drain, Stage 1
Menifee Valley – Haleys Flight Drive Storm Drain, Stage 1 Project Nos. 4-0-00408 and 4-0-00409
Tract Map No. 31456
MER:blj
01/28/25
260596
- 7 -
RECOMMENDED FOR APPROVAL: CITY OF MENIFEE
By
ARMANDO G. VILLA
City Manager
APPROVED AS TO FORM: ATTEST:
By By
JEFF T. MELCHING
City Attorney
STEPHANIE ROSEEN
City Clerk
(SEAL)
Assignment and Assumption Agreement:
Menifee Valley – Bella View Way Storm Drain, Stage 1
Menifee Valley – Haleys Flight Drive Storm Drain, Stage 1 Project Nos. 4-0-00408 and 4-0-00409
Tract Map No. 31456
MER:blj
01/28/25
260596
- 8 -
ASSIGNOR
RCFC INVESTMENTS, LLC,
a California limited liability company
By __________________________
GORDON D. YOUDE
Manager
(ATTACH NOTARY WITH CAPACITY
STATEMENT)
Assignment and Assumption Agreement:
Menifee Valley – Bella View Way Storm Drain, Stage 1
Menifee Valley – Haleys Flight Drive Storm Drain, Stage 1 Project Nos. 4-0-00408 and 4-0-00409
Tract Map No. 31456
MER:blj
01/28/25
260596
- 9 -
A
SSIGNEE
KB HOME CAL MANAGEMENT
SERVICES, LLC,
a Delaware limited liability company
By ____________________________
SCOTT HANSEN
Vice President, Forward Planning
(ATTACH NOTARY WITH CAPACITY
STATEMENT)
Assignment and Assumption Agreement:
Menifee Valley – Bella View Way Storm Drain, Stage 1
Menifee Valley – Haleys Flight Drive Storm Drain, Stage 1 Project Nos. 4-0-004084 and 4-0-00409
Tract Map No. 31456
MER:blj
01/28/25