Loading...
HomeMy WebLinkAboutLennar Assign & Assump Avalon PH5RECORDING REQUESTED BY: First American Title Company WHEN RECORDED MAIL. TO: Lennar Homes of California, LLC 2603 Camino Ramon, Suite 525 San Ramon, CA 94583 Attention: Brian Olin • 986-078-055 • :and • : • : s (Lot 84) and 986-0077-039 (LOT 85 and 986-0078-001 (PARCEL AA) and 986-0077-001 (PARCEL + • 986-078-013 (Parcel Z) 2024020686 02/07/2024 10:14 AM OFFICIAL RECORDS OF ALAMEDACOUNTY MELISSAWILK,CLERK-RECORDER *� RECORDING FEES: $96.00 �s f'hFDA CW�Gv 411 *i 1:N 11 NO q IVA t1 x9Ii1 VIN Lots 81 thru 85 & Parcels AA, AB, & Z Tract 8372 Ivy, Vine & Avalon, at Boulevard, Dublin, CA ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT AND CONSENT OF CITY (Please fill in document title(s) on this line) (X) Exempt from fee under GC 27388.1(a)(2) due to being recorded in connection with a concurrent transfer that is subject to the imposition of documentary transfer tax, or () Exempt from fee under GC 27388.1(a)(1) due to the maximum fees ($225) being paid on documents, in this transaction, or () Exempt from fee under GC 27388.1(a)(2) due to being recorded in connection with a transfer of real property that is a residential dwelling to an owner -occupier, or () Exempt from fee under GC 27388.1(a) (1); Not related to real property, or, (} Document is executed or recorded by the state or any county, municipality, or other political subdivision of the state - GC-27388.1(a)(2) () Exempt from fee under GC 27388.1(a) (1) for the following reasons: NOTE: The following exemptions may not be acceptable for use in all counties: () Exempt from fee under GC 27388.1 due to being recorded in connection with a transaction that was subject to documentary transfer tax which was paid on document recorded as Document No. of Official Records, or () Exempt from fee under GC 27388.1 due to the maximum fees having been paid on document(s) recorded as Document No. of Official Records, or () Exempt from fee under GC 27388.1 due to it being recorded in connection with a transfer of real property that is a residential dwelling to an owner -occupier. The recorded document transferring the dwelling to the owner - occupier was recorded as Document No. of Official records. THIS PAGE ADDED TO PROVIDE EXEMPTION INFORMATION FOR THE BUILDING HOMES AND JOBS ACT' FEE (SB-2; AFFORDABLE HOUSING FEE) (Additional recording fee applies) SIGNED IN COUNTERPART 19 PGS I-4311KII., 1 RjuglU440 0 -�I LIN"3XRJ'JUDMe Lennar Homes of California, LLC. 2603 Camino Ramon, Suite 525 San Ramon, CA 94583 Attention: Brian Olin CONSENT OF CITY THIS ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT AND CONSENT OF CITY (this "Assignment') is made effective as of the date of the conveyance of the Property (defined below) to Assignee (defined below) (the "Effective Date"), by and between DUBLIN CROSSING, LLC, a Delaware limited liability company ("Assignor"), and LENNAR HOMES OF CALIFORNIA, LLC, a California limited liability company ("Assignee"). 1-axeivu-N A. Assignor has acquired certain real property, or the rights to acquire certain real property, located in the City of Dublin (the "City"), County of Alameda, State of California (the "Overall Prqperty'% pursuant to the terms of that certain Purchase and Sale and Assignment Agreement and Escrow Instructions entered into as of June 2, 2015, by and between Assignor and Dublin Crossing Venture LLC, a Delaware limited liability company ("DCVLLC). B. DCV LLC and the City entered into that certain Development Agreement approved by the City on December 19, 2013 pursuant to Ordinance No. 08-13 and recorded in the Official Records of Alameda County, California (the "Official Records") on June 4, 2014 as Document No. 2014134795, which was amended by that certain Amendment No. I to Development Agreement approved by the City on June 2, 2015 pursuant to Ordinance No. 101-15 and recorded in the Official Records on July 22, 2015 as Document No. 2015202606, as further amended by that certain Amendment No. 2 to Development Agreement approved by the City on February 2, 2016 pursuant to Ordinance No. 2-16 and recorded in the Official Records on March 8, 2016 as Document No. 2016056821, and as further amended by that certain Amendment No. 3 to Development Agreement approved by the City on June 15, 2017 pursuant to Ordinance No. 5-17 and recorded in the Official Assignment of Development Agmt for Phase 5 of Avalon (NB 23).SFW.vi Records on June 26, 2017 as Document No. 2017138465 (as amended, the "Development Agreement'). The Development Agreement relates to and affects the Property. C. DCV LLC assigned all of its rights, interests and obligations under the Development Agreement to Assignor, pursuant to that certain Assignment and Assumption of Development Agreement recorded in the Official Records on August 28, 2015 as Document No. 2015239932. D. Assignor is developing a master -planned community on the Overall Property and has subdivided a portion of the Overall Property into two (2) neighborhoods that will be developed in one phase known as "Phase 5," which is described more particularly on Exhibit "A" attached hereto and incorporated herein by this reference. E. Assignee has acquired the real property described on Exhibit 13" attached hereto (the "Property"), which is a portion of Phase 5 pursuant to that certain Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions dated as of January- 19,2023, as amended from time to time (as amended, the "Purchase Agreement"). F. Assignor desires to assign, and Assignee desires to assume, all of Assignor's rights, interests and obligations under the Development Agreement solely to the extent such rights, interests and obligations relate to the Property. G. Section 22 of the Development Agreement states the City Manager's (as defined in the Development Agreement) approval is required for any assignment of the rights, interests, and obligations under the Development Agreement, and Assignor and Assignee desire to secure the City Manager's approval for the assignment set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, Assignor and Assignee agree as follows: I incorporation of Recitals. The recitals of fact set forth above are true and correct and incorporated into this Assignment in their entirety by this reference. 2. Assig—nment. Subject to the consent of the City Manager, Assignor hereby transfers and assigns to Assignee all of Assignor's rights, interests and obligations under the Development Agreement solely to the extent such rights, interests and obligations relate to the Property. 3. Acceptance and Assumption. Subject to the consent of the City Manager, Assignee hereby accepts the transfer and assignment set forth in Section 2 of this , Assignment and assumes and agrees to perform all of Assignor's obligations under the Development Agreement solely to the extent such obligations relate to the Property, including, but not limited to, the obligation to pay all impact and other fees required to be paid when a building permit is obtained from the City (collectively, the "Assumed Obligations"). Notwithstanding anything to the contrary in the vesting tentative map approval, Assignee acknowledges and agrees that the City can apply the requirements in Sections 9.2 and 9.5.6 of the Development Agreement to require assignee to provide security for, respectively, fees in lieu of parkland dedication and Public Facilities Fee 2 Assignment of Development Agmt. for Phase 5 of Avalon (NB 23).SFW.vl payments. Assignee hereby agrees to indemnify, protect, defend (with legal counsel reasonably acceptable to Assignor) and hold Assignor harmless from and against any and all claims arising from or related to any Assumed Obligations. 4. Further Assurances. Assignor hereby covenants that it shall, at any time and from time to time upon written request therefor, execute and deliver to Assignee, including its nominees, successors and/or assigns, any reasonable new or confirmatory instruments and perform any other reasonable acts which Assignee or its nominees, successors and/or assigns may request in order to fully transfer possession and control of, and protect the rights of Assignee and its successors and/or assigns in, all of the rights, interests and obligations intended to be transferred and assigned to Assignee by this Assignment. Assignee hereby covenants that it shall, at any time and from time to time upon written request therefor, execute and deliver to Assignor, including its nominees, successors and/or assigns, any reasonable new or confirmatory instruments and perform any other reasonable acts which Assignor or its nominees, successors and/or assigns may request in order to fully transfer possession and control of all of the rights, interests and obligations intended to be transferred and assigned to Assignee by this Assignment. 5. Approval of Assignmen . Pursuant to Section 22.3 of the Development Agreement, Assignor shall be released from any assigned obligations under the Development Agreement, so long as (a) such assignment has been approved by the City Manager in accordance with Section 22.2 of the Development Agreement and (b) such obligations are expressly assumed by the assignee in a written assignment agreement executed by the parties. By executing the Consent By City attached to this Assignment, the City Manager, on behalf of the City, hereby approves the assignment and assumption set forth in this Assignment, pursuant to Section 22.2 of the Development Agreement, and releases Assignor from its obligations relating to the Property, pursuant to Section 22.3 of the Development Agreement. 6. Successors. This Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 7. Counterparts. This Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument. 8. Amendment. This Assignment may only be amended or modified by a written instrument executed by all of the parties hereto. 9. Governing Law. The validity, interpretation and performance of this Assignment shall be controlled by and construed under the laws of the State of California. 10. Attorney s' Fees. Should any dispute arise between the parties hereto or their legal representatives, successors or assigns concerning any provision of this Assignment or the rights and duties of any person in relation thereto, the party prevailing in such dispute shall be entitled, in addition to such other relief that may be granted, to receive from the other party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in connection with such dispute. 3 Assignment of Development Agmt. for Phase 5 of Avalon (NI3 231.SFW.v2 11. Entire Agreement. This Assignment, together with the Purchase Agreement, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof,' and supersedes all prior understandings or agreements. In the event of any conflict between this Assignment and the Purchase Agreement, the terms of the Purchase Agreement shall govern, and control. 12. Severability. If any term, covenant condition or provision of this Assignment, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction or otherwise by law rendered invalid, void or unenforceable, the remainder of the terms, covenants, conditions or provisions of this Assignment, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. 13. Notices. All notices shall be in writing, and shall be given in the manner prescribed by Section 27 of the Development Agreement. Pursuant to Section 27 of the Development Agreement, the address for Assignee is: Lennar Homes of California, LLC 2603 Camino Ramon, Suite 525 San Ramon, CA 94583 Attention: Brian Olin 14. Authority. Each individual executing this Assignment on behalf of a corporation or other legal entity represents and warrants that: (a) he or she is duly authorized to execute and deliver this Assignment on behalf of said corporation or other legal entity in accordance with and without violating the provisions of its governing documents, and (b) this Assignment is binding upon and enforceable against said corporation or other legal entity in accordance with its terms. Any entity signing this Assignment on behalf of a corporation or other legal entity hereby represents and warrants in its own capacity that it has full authority to do so on behalf of the corporation or other legal entity. [Signature Page Follows] 4 Assignment of Development Agmt. for Phase 5 of Avalon (NB 23).SFW.v1 I-07M IN WITNESS WHEREOF, the parties have entered into this Assignment as ofthe Effective ASSIGNOR: DUBLIN CROSSING, LLC, a Delaware limited liability company By: BrookCal Dublin LLC, a Delaware limited liabilil Its: Member A By: Name: Its: By: Name: Michele J 1014 Its: Authorized Signer By: SPIC Dublin LLC, a Delaware limited liability company Its: Member By: Standard Pacific Investment Corp., a Delaware corporation Its: Member By: SIGNED IN COUNTERPART Name: Its: Si ature Page to Assignment and Assumption of Vievelopment Agreement and Consent of City Assignment of Development Agmt. for Phase 5 of Avalon (NB 23).SFW.vl 1701M IN WITNESS WHEREOF, the parties have entered into this Assignment as of the Effective DUBLIN CROSSING, LLC, a Delaware limited liability company By: BrookCal Dublin LLC, a Delaware limited liability company Its: Member By: Name: Its: SIGNED IN COUNTERPART By: SIGNED IN COUNTERPART Name: Its: By: SPIC Dublin LLC, a Delaware limited liability company Its: Member By: Standard Pacific Investment Corp., a Delaware corporation Its: Member 111 Name: -'e" t'' //,,- * Its: f7f VJ& PrC,51 Cien+ Signature Page to Assignment and Assumption of velopmentAgreement and Consent of City Assignment of Development Agmt. for Phase 5 of Avalon (NB 23).SFW,vl [oil of Oil LENNAR HOMES OF CALIFORNIA, LLC, a California limited liability company Name: Chad Kiltz Its: Vice President Signature Page to Assignment and Assumption of evelopment Agreement and Consent of City Assignment of Development Agmt. for Phase 5 of Avalon (NB 23).SFW,vl A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF C-0 Ir Gf Cotrk On He- 6. (01 26Z4--, before me, —11 f Pt V&ru665 M64cir, Po61%ic 13ate I " Here, Insert Name And Tide Of the Officer personally appeared —J cnla Ra 8 e vi Q Pt a M 1 c- k e I e _.In V Name(s) of Signer(s) F who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the - - - - - - laws of the State of California that the foregoing TIFFANY GRUBBS paragraph is true and correct. Notary Public - California Contra costa county Commission # 2415110 WITNESS my hand and official seat. *my Comm. Expires Sep 6, 2026 11 Place Notary Sea] Above signatureofNotary Piublic Acknowledgement Page to Assignment and Assumption of Development Agreement and Consent of City Assignment of Development Agmt. for Phase 5 of Avalon (N8 23).5FW.vl A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On 2A)2,111 before me, — -- -j Aofg r (,Pat, 0 Hde Insert Name And TV0fthe 0frscer personally appeared " (,jNames} of Signers} who proved to me on the basis of satisfactory evidence to be the person4whose name) is/aw—subscribed to the within instrument and acknowledged to me that he/s4eAfmy executed the same in hislheoii44hei authorized capacity(ics), and that by his/herhheir signature4 on the instrument the person(s), or the entity upon behalf of which the person(&) —acted, executed the instrument. I certify under PENALTY OF PERJURY under the El MABETH SEAL laws of the State of California that the foregoing Notary Public - caaarrita paragraph is true and correct. Cont-a Costa C"nty C Commission 0 2359448 1 My Comm, Expires May 21111111 WITNESS my hand and official seal. Place Notary Seal Above Signature of Notary Public Acknowled ement Page to Assignment and assumption of v Development Agreement and Consent Of City Assignment of Development Agmt. for Phase 5 of Avalon (NB 23),.SFW.vl ILLEGIBLE NOTARY SEAL & HANDWRITTEN ACKNOWLEDGEMENT DECLARATION (CODE 27361.7) 1 CERTIFY UNDER PENALTY OF PERJURY THAT THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED READS AS FOLLOWS: Name of Notary: ELIZABETH NEAL Date Commission Expires: MAY 29, 2025 Commission Number: 2359448 State of Execution: CALIFORNIA County of Execution: CONTRA COSTA I CERTIFY UNDER PENALTY OF PERJURY THAT THE HANDWRITTEN INFORMATION IN THE NOTARY ACKNOWLEDGMENT ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED READS AS FOLLOWS: State: CALIFORNIA County: CONTRA COSTA Date: FEBRUARY 6,2024 Notary Name: ELIZABETHNEAL Name of Person(s) Notarized: CHAD KILTZ Place of Execution of this Declaration: Pleasanton, CA Date: February 6, 2024 .1-1 Agent for: First A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which- this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF On A'kre '( 6 , 7,0 Zy /, X134wil jr04d/,& L944 before me, . Q (,bate / I I Herrinsert Name And 74fif the officer personally appeared (Ar' d tri?7 - Name(s) of Signer(a) ELIZABETH SEAL Notary Public - California Contra Costa County Commission # 2359448 My Comm. Expires May 29, 2025 Place Notary Sea) Above who proved to me on the basis of satisfactory evidence to be the person4s}whosc names} is/are-subscribed to the within instrument and acknowledged to me that he/sheftlwy executed the same in his/heM+teir authorized capacity(4@9)-, and that by his/he444eir signature(e,) on the instrument the person(s-)�, or the entity upon behalf of which the person(s)- acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official sea]. Signature of Notary Public Acknowled ement Page to Assignment and AssuMption of Development Agreement and Consent of City Assignment of Development Agmt. for Phase 5 of Avalon (NB 23).SFW.v1 ILLEGIBLE NOTARY SEAL & HANDWRITTEN ACKNOWLEDGEMENT DECLARATION (CODE 27361.7) I CERTIFY UNDER PENALTY OF PERJURY THAT THE NOTARY SEAL ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED READS AS FOLLOWS: Name of Notary: ELIZABETH NEAL Date Commission Expires: MAY 29, 2025 Commission Number: State of Execution: County of Execution 2359448 MMIX61-141-2 CONTRA COSTA I CERTIFY UNDER PENALTY OF PERJURY THAT THE HANDWRITTEN INFORMATION IN THE NOTARY ACKNOWLEDGMENT ON THE DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED READS AS FOLLOWS: State: CALIFORNIA �tounty: CONTRA COSTA Date: FEBRUARY 6MRj Notary Name: ELIZABETHNEAL Name of Person(s) Notarized: CHAD KILTZ Place of Execution of this Declaration: Pleasanton, CA Date: February 6, 2024 Signature: Agent for: First Ameri W-v The City of Dublin, a municipal corporation, by and through its City Manager, hereby consents to the foregoing Assignment and Assumption of Development Agreement and further acknowledges and agrees that Assignor is hereby released of any and all obligations under the Development Agreement relating to the Property. Lvy4o' ATTEST: By: OWAN MZ4.. Name: Tviarsha'Moore— Title: City Clerk By: Name: Title: SIGNED IN COUNTERPART City Attorney City'sSignature Page to Assignment and Assumption of Development Agreement and Consent of City Assignment of Development Agmt. for Phase 5 of Avalon (NB 23).SFW.vl DocuSign Envelope ID: E67CDAEE-CDBF-41AI-8418-7A953EB9BD38 W I IRRI-5191-0 131COWN The City of Dublin, a municipal corporation, by and through its City Manager, hereby consents to the foregoing Assignment and Assumption of Development Agreement and further acknowledges and agrees ' that Assignor is hereby released of any and all obligations under the Development Agreement relating to the Property. WTV9112-11FRIT1110N] By: SIGNED IN COUNTERPART Name: Title: City Manager SIGNED IN COUNTERPART By: Name: Title: City Clerk —DooMpedbr. By: Name: OVIA 'b(%V'ktY- Title: City Attorney City'sSignature Page to Assignment and Assumption of Development Agreement and Consent of City Assignment of Development Agmt. for Phase 5 of Avalon (NB 23).SFW.vl A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTYX I Alameda Flit Cierra Lynn Fabrigas 17c4aryPaffiC*1 On 041 ------- . before me, i Data Hen Inset Name And Title Of the Officer - personally appeared Linda Smith D'Ambrosio CHARA LYN14 FkBRIGAS Notary Public - Caltforniii Alameda County Commission # 2346295 My Comm. Expires Feb 10, 2025 Place Notary Seal Above Narne(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the pers6h(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ics), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under -PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seaL Acknowledggement Page to Assignment and Assumption Of t?evetopmentt Agreement and Consent of City Assignment of Development Agmt. for Phase 5 of Avalon (NB 23).SFW.v2 Exhibit "A" Legal Description of Phase S Real ,property in the City of Dublin, County of Alameda, State of California, described as follows. r =•• !! 1 1 r l i t ••' !! r PHASE 5-1: 1 # ri # 1 '• # r #" r # Ir # #' VON '! Exhibit to Assignment and Assumption of Development Agreement and Consent of City Assignment of development Agmt. for Phase 5 of Avalon (NB 23).SFW.v2 CONTINUING ALONG SAID NORTH LINE, SOUTH 88° 24' 09" EAST - 1177.65 FEET; THENCE CROSSING THROUGH THE USA PARCEL FOR THE FOLLOWING SEVEN (7) COURSES; (1) SOUTH 38° 42' 03" WEST - 407.75 FEET FOR THE BEGINNING OF A CURVE TO THE RIGHT, FROM WHICH POINT THE CENTER BEARS NORTH 05° 02' 23" WEST, (2) IN A WESTERLY DIRECTION 48.42 FEET ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 418.00 FEET AND THROUGH A CENTRAL ANGLE OF 060 38' 14", (3) NORTH 88° 24' 09" WEST - 170.00 FEET FOR THE BEGINNING OF A CURVE TO THE LEFT, (4) IN A SOUTHWESTERLY DIRECTION 362.71 FEET ALONG THE ARC OF SAID CURVE TO THE LEFT, HAVING A RADIUS OF 582.00 FEET AND THROUGH A CENTRAL ANGLE OF 350 42' 26", (5) SOUTH 55° 53' 25" WEST-188.66 FEET FOR THE BEGINNING OF A CURVE TO THE RIGHT, (6) IN A SOUTHWESTERLY DIRECTION 244.28 FEET ALONG THE ARC RIGHT OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 639.00 FEET AND THROUGH A CENTRAL ANGLE OF 210 54' 12", AND (7) NORTH 01 ° 35' 51 " EAST - 649.19 FEET TO THE POINT OF BEGINNING. �' •.. lil it . • - • Exhibit A to Assignment and Assumption of Development Agreement and Consent of City Assignment of Development Agmt. for Phase 5 of Avalon (NB 23).SFW.vl Exhibit "B" Real property in the City of Dublin, County of Alameda, State of California, described as follows: APN(S): 986-0078-053 (Lot 81), 986-0078-054 (Lot 82), 1986-0078-055 (Lot 83), 986-0078-056 (Lot 84), 986-0077-039 (Lot 85), 986-0078-001 (Parcel AA), 986-0077-001 (Parcel AB), 986-0078-013 (Parcel Z). -- Exhibit B to Assignment and Assumption of Development Agreement and Consent of City Assignment of Development Agmt. for Phase 5 of Avalon (NB 23).SFW.vl