HomeMy WebLinkAboutContracts & Agreements_25A-2020Assignment Separate From Certificate
This Assignment Separate From Certificate ("Assignment") is made thisAke ct
2020 ("Effective Date") by and between Redlands Pennsylvania, LLC, a Delaware limited
liability company, by their manager Diversified Pacific Communities, LLC, a Delaware limited
liability company ("Assignor") and the City of Redlands, a California municipal corporation and
general law city (`Assignee")
RECITALS
WHEREAS, Assignor and Assignee have entered into that certain Settlement and Mutual
General Release Agreement ("Settlement Agreement") dated February 18, 2020 whereby
Assignor has agreed to transfer and deliver to Assignee, certain shares of Bear Valley Mutual
Water Company Accordingly, Assignee has agreed to assign, transfer and otherwise convey to
Assignee, certain shares of Bear Valley Mutual Water Company by the execution and delivery of
this Assignment Assignor now wishes to assign and transfer to Assignee all of Assignor's nght,
title and interest in and to the following
ASSIGNMENT
For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows
1 Assignment Assignor hereby assigns and transfers to Assignee its ownership of
Three Hundred Eighty (380) shares of Capital Stock of Bear Valley Mutual Water Company
("Stock"), as of the Effective Date Assignee accepts the assignment of Assignor's rights, titles
and interests m and to the Stock
2 Ownei ship Assignor's ownership of the Stock is represented on the records of
the issuer of the Stock as Certificate No 1446 dated January 5, 2017 and Assignor irrevocably
appoints the Secretary of the issuer, attorney-in-fact to transfer said Three Hundred Eighty (380)
shares of stock on the books of the issuer with full power of substitution
3 Countei pal is To facilitate execution, this Assignment may be executed in as
many counterparts as may be required It shall not be necessary that the signature on behalf of
both parties hereto appear on each counterpart hereof, and it shall be sufficient that the signature
on behalf of each party hereto appear on one or more such counterparts All counterparts shall
collectively constitute a single agreement This Assignment (or counterpart thereof) signed by
one or more of the parties and delivered by electronic mail or facsimile shall be effective as an
original
{SIGNATURE PAGE TO FOLLOW}
13583 000 3022990.2
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly
executed by their duly authorized representatives as of the date of this Assignment
ASSIGNOR
REDLANDS PENNSYLVANIA LLC A
DELAWARE LIMITED LIABILITY COMPANY
BY DIVERSIFIED PACIFIC COMMUNITIES_
LLC A DELAWARE LIMITED LIABILITY
COMPANY
ITS MANAGER
BY
MATTHEW A JORDAN
ITS CO -MANAGING MEMBER
ASSIGNEE
CITY OF REDLANDS
A CALIFORNIA MUNICIPAL CORPORATION
AND GENERAL LAW CITY
B
PAUL W FOSTER_ 1�
E DONALDSON CITY CLERK
D581-000 3S'.'998_'
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly
executed by their duly authorized representatives as of the date of this Assignment
ASSIGNOR.
REDLANDS PENNSYLVANIA, LLC, A
DELAWARE LIMITED LIABILITY COMPANY
BY DIVERSIFIED PACIFI COMMUNITIES,
LLC, A DELAWARE ED LIABILITY
COMPAN
ITS M
BY
MATTHEW
ITS CO -MA
ASSIGNEE.
CITY OF REDLANDS,
A CALIFORNIA MUNICIPAL CORPORATION
AND GENERAL LAW CITY
BY
PAUL W FOSTER, MAYOR
JEANNE DONALDSON, CITY CLERK
D583-000 -3822998 I
'ti ivp
INCORPORATED JUNE 15, 1903
AUTHORIZED CAPITAL STOCK $2 000 000 - -N
No Shares =406= 400,000 SHARES PAR VALUE $5
N° 1446
:::,
Bear ValleyMutual Water Cornpany
,,, i.
y REDLANDS, CALIFORNIA d
I. )i,
ni
y. 03pg Date January 5, 2017
q
1 a4r ifiea
c011at Redlands Pennsylvania, LLC, a Delaware Limited Liability Company
74
).
is the registered holder, entitled to represent, and (subject to conditions printed on reverse side hereof)
No One1,11 f
(If noied e is to be re istered, wrne "no one' in E his space)
i
r s s
is registered as pledgee of ----------------------Four Hundred Six--- ------------------------ shares A
each of the par value of Five Dollars, of the Capital Stock of i ,t,
4 Bear Valley Mutual Water Company
a corporation organized under the laws of the State of California, for the purpose (in addition to any others) of supplying t.
f water to its shareholders
The shares evidenced here are assessable and may be sold or forfeited for non-payment of an assessment Each assessmentPi
is a lien upon the shares assessed from the time of the adoption of the resolution levying the assessment until paid Each charge d
t or toll for water delivered or other service rendered by the corporation to or for the registered ]colder of these shares by virtue of '
j or in respect to ownership of said shares is a lien against said shares from the time when furnished or rendered, until paid No iii ,
transfer of these shares can or will be made on the books of the corporation while any such assessment charge or toll thereagainst P4 i
remains or is unpaid.
s IN WITNESS WHEREOF said corporation has caused this certificate to be signed by its duly
authorized officers, and its Corporate Seal affixed the day above written p. ,
74
0- / l'
S'CRETARY A / PRESIDENT P
I
1:
..,,€.«. ,o, -.''.9'M%`.. .,m.----.:: :c .o.'%:v.:.- <.=: . ...ar:C'.sa.'isi- ... ..civ f'.a..,..it .a.\`v.. –.4.-, s:ac... .- :�;cn �'v,.. .ato',�.' ,rc.. . ,ant' ar;.. .:aa-.aa:'s*'n .;:W .sx� At.. .. .at.: n:.,
01998 GOES 4528
All Riehts Reserved
CONDITIONS RESPECTING REGISTERED
HOLDER AND PLEDGEE, IF ANY PLEDGEE
BE NAMED
The registered holder named herein shall be deemed,
as regards the corporation, its shareholder, and as such,
shall represent said shares and exercise all rights, vote,
consent and assent in respect Thereof and demand and
receive all water allotted thereto and be personally liable
to lhe corporation for all tolls water charges and
assessments
The rights and interest of the registered holder (and
of any successor or person appearing by the certificate
to be the owner of said shares), and the title to said
shares, may be transferred upon the books of the cor
poration, and a new certificate issued (upon surrender
hereof), subject to and showing said pledge, without the
act consent or endorsement of the pledgee
If the address of the pledgee appears on the books of
the corporation, the corporation will not sell or forfeit the
shares evidenced by the within certificate for non
payment of an assessment unless at least ten days prior
to such sale or forfeiture there is mailed to the pledgee
at said address of lhe pledgee or in lieu thereof
delivered to the pledgee, a copy of the notice of assess
ment given with respect to such assessment, or in lieu
of such copy any notice stating the fact of the assess
ment and the time and place for the sale or forfeiture of
delinquent shares
The pledgee shall not be personally liable for the pay
ment of tolls water charges or assessments unless pay
ment thereof has been assumed or guaranteed by the
pledgee, or water shall be delivered upon or to the order
of the pledgee
The interest and rights of the pledgee as such, in said
shares may be transferred on the books of the corpora
tion and a new certificate issued (upon surrender hereof)
showing the new pledgee, without the act consent or
endorsement of the registered holder, or of anyone ap
pearing by the Certificate to be the owner of said shares
ABSOLUTE ASSIGNMENT BY
REGISTERED HOLDER
FOR VALUE the undersigned hereby sells assigns
and transfers to Thp City of Redlands
Three Hundred
Eighty ( 380) shares represented
by the within Certificate and appoints the Secretary of
the within named Corporation or any officer or person
designated by the Corporation for such purpose to
transfer said shares on the bsoks` .'f said Corporation
Dated I+ebruar Z6, if 020
ifffrAlZeit
Witness/
Registered Holder
Bear Valley Mutual
Water Company
ARTICLE XVII BY LAWS OF BEAR VALLEY
MUTUAL WATER CO
USE OF WATER
On account of the ever present danger of con
tamination of of the Company's water supply, due
to our watershed being used by a large number of
people for residence and recreation and sanitary
conditions in the Forest Reserve and on private pro
petty in the watershed not being under our control,
thereby rendering the domestic use of such water
dangerous to health it is hereby declared that none
ci the water now or hereafter supplied at any time
by the the company is intended to be furnished or
used for human consumption or for domestic pur
poses and the company warns all of its stock
holders and water consumers against using such
water for domestic purposes, and the company
assumes no responsibility for the quality or purity
of any water at any time supplied by it, and any per
son consuming or using any water for domestic
purposes does so at his own risk
I It rtifirate
FOR
SHARES
ISSUED TO
ASSIGNMENT IN PLEDGE BY REGISTERED
HOLDER OR OWNER
The undersigned hereby assigns to
(called "Pledgee'), in pledge and not absolutely all
shares represented by the within Certificate, and
directs said Corporation to register said shares upon
its books in the name of the undersigned as registered
holder, and said pledgee, as pledgee
Dated
Registered Holder or Owner
Witness
FULL RELEASE OF PLEDGEE'S RIGHTS
(Where Debt Is Paid or Satisfied)
The undersigned hereby releases from pledge all
shares represented by the within Certificate, and relin
quishes all of the pledgee s interest and rights therein
Dated
Pledgee
Witness
ASSIGNMENT BY PLEDGEE OF
PLEDGEE'S RIGHTS
(Where Debt Is Transferred)
The undersigned hereby assigns to
as Pledgee, all interest and right of the undersigned
in the shares represented by the within Certificate,
together with the debt or liability secured thereby
Dated
Pledgee
()ATE Witness
DO NOT MAIL
r
REQUESTED BY
DEPARTMENT
AMOUNT OF CK $
NAME ON CHECK /M15 114
441
.r1.011!� /IGv