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PIA No. 2012-03 (Partial Assignment) - Civic Rancho Meadows, LLCRECORDING REQUESTED BY AND WHEN RECORDED, MAIL TO: City Clerk City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 DOCUMENT: 22268345 Pages Fees.... 46.00 Taxes... Copies.. AMT PAID 46.00 REGINA ALCOMENDRAS SANTA CLARA COUNTY RECORDER Recorded at the request of First American Title Company RIDE # 888 6/18/2013 8 :00 AM (SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE) PARTIAL ASSIGNMENT OF PROPERTY IMPROVEMENT AGREEMENT BY CIVIC RANCHO MEADOWS, LLC TO D.R. HORTON BAY, INC. THIS PARTIAL ASSIGNMENT OF PROPERTY IMPROVEMENT AGREEMENT ( "Assignment ") is dated for reference purposes this day of April 10, 2013, by and between CIVIC RANCHO MEADOWS, LLC, a California limited liability company ( "Assignor ") and D.R. HORTON BAY INC., a Delaware corporation ( "Assignee "). RECITALS A. Assignor is the owner of that certain real property with APN nos. 790 -06- 016, 790 -06 -032 and 790 -06 -033, consisting of 91 partially improved single family residential lots located in the City of Gilroy (the "City "), County of Santa Clara (the "County "), State of California, commonly known as "Harvest Park" (the "Property "). Assignor has subdivided the Property into 91 single family residential lots as shown on the final map for Subdivision Nos. 9950 ( "Final Map "). B. Assignor and City entered into that certain Property Improvement Agreement No. 2012 -03 Harvest Park- Tract 9950 dated November 19, 2012 and recorded as document no. 21979681 in the Official Records of the County ( "Property Improvement Agreement "). C. Pursuant to the terms of the Purchase and Sale Agreement by and between Assignor and Assignee, dated March 15, 2013 ( "Purchase Agreement "), Assignor has conveyed, or will convey, the Property to Assignee. The "Effective Date" of this Assignment shall be the date of Assignor's conveyance of the Property to Assignee which shall be the date that the grant deed conveying fee title to the Property to Assignee is recorded in the Official Records of the County. D. In connection with the conveyance of the Property to Assignee, Assignor desires to assign to Assignee all of its rights, title and interest ( "Rights ") under the Property Improvement Agreement and Assignee desires to accept such Rights, excluding the rights to reimbursement pursuant to Section 9 of the Property Improvement Agreement which shall be retained by Assignor. E. In connection with the conveyance of the Property to Assignee, Assignor desires to assign to Assignee all of Assignor's remaining obligations under the Property Improvement Agreement and Assignee desires to assume all obligations under the Property Improvement Agreement. F. Pursuant to section 5 of the Property Improvement Agreement, upon the sale of the Property, the terms of the Property Improvement Agreement shall apply separately to each parcel and the fee owners of each parcel shall succeed to the obligations imposed on Developer by the Property Improvement Agreement. AGREEMENTS NOW, THEREFORE, in consideration of the above recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows: 1. Assignment. As of the Effective Date, Assignor does hereby, sell, transfer, assign, convey and deliver to Assignee, and Assignee hereby accepts, all of the Rights of the "Developer" under the Property Improvement Agreement, excluding the rights to reimbursement pursuant to Section 9 which shall be retained by Assignor. Upon the Effective Date, Assignee shall become substituted as the "Developer" under the Property Improvement Agreement. 2. Assumption. As of the Effective Date, Assignor hereby assigns, and Assignee hereby assumes, all obligations of the "Developer" under the Property Improvement Agreement including all remaining work under the Property Improvement Agreement, completion of the grading work required thereunder, and all maintenance and warranty work related to all infrastructure improvements on the Property or required under the provisions of the Property Improvement Agreement, regardless of which party constructed, installed or completed the improvements (provided however any payment obligations under any contracts entered into by Seller shall be paid by Seller for amounts due prior to April 1, 2013 in accordance with the terms of the Purchase Agreement). 3. Substitution of Bonds. As of the date that is not more than two (2) business days after the Effective Date, Assignee has delivered to City Faithful Performance Bond and Payment Bond in the amount of $4,939,950.00 which are the full amount of bonds required by Section 2(d) of the Property Improvement Agreement. Assignee's Performance and Payment are substitute bonds for the release of Seller's Performance and Payment bonds for the Property. 4. Address for Notices. The address for the purpose of notices, demands and communications shall be: Assignee: D.R. Horton BAY, Inc. 5050 Hopyard Rd, suite 180 Pleasanton CA 94588 2 Assignor: Civic Rancho Meadows, LLC 1500 Willow Pass Ct. Concord, CA 94520 5. Binding on Successors. All of the covenants, terms and conditions set forth herein shall be binding upon and shall inure to the benefit of the parties hereto and to their respective heirs, successors and assigns. 6. Recordation. This Assignment shall be recorded in the Office of the Santa Clara County Recorder. 7. Valid Execution. The individuals executing this Assignment represent and warrant that they have the right, power, and legal capacity, and authority to enter into and to execute this Assignment on behalf of the respective legal entities of the Assignor and the Assignee. 8. Counterparts. This Assignment may be executed in one or more counterparts, and each counterpart shall be deemed to be an original document. All executed counterparts together shall constitute one and the same document, and the signature pages shall be assembled to form a single original document. 9. Entire Agreement. This Assignment and the Purchase Agreement is the entire agreement among the parties hereto concerning the Assignment of the Property Improvement Agreement to Assignee, and supersedes all prior understandings and agreements with respect to the subject matter herein. 10. Amendment. This Assignment may only be amended or modified by a written instrument executed by all of the parties hereto. 11. Governing. Law. The validity, interpretation and performance of this Assignment shall be controlled by and construed under the laws of the State of California. 12. Attorneys' 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. 13. 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. IN WITNESS WHEREOF, the parties have entered into this Assignment as of the Effective Date. Assignor: Civic Rancho Meadows, LLC a California Limited Liability Company BY: Civic Property Group, Inc. a California c or o Its Managin - e b By:— Davi B. San's 4n' President Date: It3 Assignee: D.R. Horton BAY, Inc., a Delaware corporation Richard An+ro4fti- Vice President A Date:— 5/2q 1-2 0 15 11 CONSENT OF CITY The City of Gilroy hereby consents to the forgoing assignment of the Property Improvement Agreement to Assignee, to be effective as of the Effective Date, and agrees to release Assignor from any of the remaining obligations under the Property Improvement Agreement to be effective as of the Effective Date. The City of Gilroy hereby accepts Assignee's Performance and Payment Bonds as substitute bonds, and agrees to release all of Seller's bonds for the Property, including those Subdivision Improvement Labor and Materials and Performance Bonds (rough grading), Bond No. 724621S, in the penal sum of $399,365.00, and including those Subdivision Improvement Labor and Materials and Performance Bonds, Bond No. 724620S, in the penal sum of $4,540,585.50. APPR VED TO FORM: t�-Tity Attorney 5 j ss. STATE O ) COUNTY OF On J 2 i ' 2013 (before me, a Notary Public , p sonally appeared ,� , o proved tome on the basis of satisfactory evidence to be the person( whose named is /ay-i subscribed to the within instrument and acknowledged to me that he /M /tvy executed the same in his /hX /Il%ir authorized capacity(i and that by his /h/*r signature on the instrument, the perso , or the entity upon beha f of which the person(/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. APRIL HUERTA Y !- �' -i'�'— COMM. # 1910708 o ary Public in and for said State Z " NOTARY PUBLIC - CALIFORNIA CONTRA COSTA COUNTY My Coymym�. ExLp� re�s Oct. 28, 2014 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California CIVIL CODE § 1189 County of f1,- j On� ( before me, Date Here Insert Name and Title of the Officer personally appeared K. S Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the persono whose name�A is /are- subscribed to the within instrument and acknowledged to me that he /sheAlge-y executed the same in his /heH4 eir authorized capacity(), and that by AMIE NU TISTA his /hefftheir signature(o on the instrument the Commission # 1980565 z person(), or the entity upon behalf of which the a ".i Notary Public - California z Z y It person() acted, executed the instrument. Z Alameda County My Comm. Ex fires Jun 2, 2016 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. I Signature: \ Place Notary Seal Above Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name: Corporate Officer — Title(s): ❑ Individual ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing RIGHT THUMBPRINT OF SIGNER .p of Number of Pages: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Individual = - ❑ Partner — ❑ Limited ❑ General Top of thumb here ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing © 2010 National Notary Association • National Notary.org • 1- 800 -US NOTARY (1- 800 - 876 -6827) Item #5907 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California L County of S0 n T a C- I a IrCA On 7 AY12 9 , ZO 13 before me, 756InA16I E . N a V a Date Here Insert Name and Title of the Officer personally appeared ��1 a >1 lCt S � _C" c1 )l LAO Name(s) of Signer(s) SANDRA.E. NAVA Commission * 1908181 < Notary Pu"c - California Santa Clara Cowtil My Comm. s Now 11 2014 CIVIL CODE § 1189 who proved to me on the basis of satisfactory evidence to be the person(A whose nameo is /ar.6 subscribed to the within instrument and acknowledged to me that he //�3* executed the same in his /b&tp,dir authorized capacity4s), and that by his /W /tlir signature(s) on the instrument the personpj, or the entity upon behalf of which the person($) 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. Signature: %W- Place Notary Seal Above OPTIONAL Signature of Notary Public Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document rr n Title or Ty a of Document: i?a C A-i S 51Gt►1 rYIQ ►1� l? i 1' re Pe f" =v�1p t C V F wie �1 A} CP- jerkier,} 6y Ctdic pnc c iNetldo�us 1_l-� i-o D;�, t40r �v�1 i a��1NC. Document Date: Ap to 20 t3 ' Number of Pages: S Signer(s) Other Than Named Above: Nw i d b San 5c r) U "n K • 0101S 1S Capacity(ies) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer— Title(s): ❑ Individual ❑ Partner— ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing RIGHT THUMBPRINT OF SIGNER Top of Signer's Name: ❑ Corporate Officer — Title(s): ❑ Individual ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Do a © 2010 National Notary Association • NationalNotary.org • 1- 800 -US NOTARY (1- 800 - 876 -6827) iTem soaU/