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HomeMy WebLinkAboutContracts & Agreements_25B-2020Assignment Separate From Certificate MA.CV This Assignment Separate From Certificate ("Assignment") is made this 2020 ("Effective Date") by and between Redlands 6120, LLC, a Delaware limited liability company, by their manager Diversified Pacific Communities, LLC, a Delaware limited liability company ("Assianor") 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 Raught Mutual Well Company Accordingly, Assignee has agreed to assign, transfer and otherwise convey to Assignee, certain shares of Raught Mutual Well Company by the execution and delivery of this Assignment Assignor now wishes to assign and transfer to Assignee all of Assignor's right, 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 Forty Eight (48) shares of Capital Stock of Raught Mutual Well Company ("Stock"), as of the Effective Date Assignee accepts the assignment of Assignor's rights, titles and interests in and to the Stock 2 Ownership Assignor's ownership of the Stock is represented on the records of the issuer of the Stock as Certificate No 164 dated August 17, 2015 and Assignor irrevocably appoints the Secretary of the issuer, attorney-in-fact to transfer said stock on the books of the issuer with full power of substitution 3 Countei pat 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} D5S3-000 183'9992 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 6120 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 Or REDLANDS A CALIFORNIA MUNICIPAL CORPORATION AND GENERAL LAW CITY BY& PAUL W FOSTER MSR DONALDSON. CITY CLERK D593-000-iS22999.• 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 6120, LLC, A DELAWARE LIMITED LIABILITY COMPANY BY DIVERSIFIED PACIFIC COMMUNITIES, LLC, A DELAWARE LIMITED LIABILITY COMPA ITS B MATT A JO' lAN, ITS CO- NAGINt EMBER ASSIGNEE. CITY OF REDLANDS, A CALIFORNIA MUNICIPAL CORPORATION AND GENERAL LAW CITY BY PAUL W FOSTER, MAYOR JEANNE DONALDSON, CITY CLERK D583-000 -- 3822999.1 \,4 Ai 4411 U. 3: NO SHARES Tedium M� INCORPORATED AUGUST 29 1934 AUTHORIZED CAPITAL STOCK $7,200 00 720 SHARES PAR VALUE $10 fatutgilt Mutual IIl 11 I veli Tumpttn3 Redlands, California Re,J lavK5 19,0 C No 1 6 4 Date. e i t( , I is the record holder, entitled to represent, and (subject to conditions printed on reverse side hereof) (IF NO PLEDGE IS TO BE REGISTERED, WRITE "NO ONE" IN THIS SPACE) is registered as pledgee of each of the par value of Ten Dollars, of the Capital stock of tg1#'Mutual r rhe Tomptutu a corporation organized under the laws of the State of California, for the purpose (in addition to any others) of supplying water to its shareholders The shares evidenced hereby are assessable and may be sold or forfeited for non payment of an assessment. Each assessment is a lien upon the shares assessed from the time of the adoption of the resolution levying the assessment, until paid Each charge or toll for water delivered or other service rendered by the corporation to or for the record holder of these shares by virtue of or in respect of ownership of said shares is a Igen against said shares from the time when furnished or rendered, until paid No transfer of these shares can or will be made on the books of the corporation while any such assessment, charge or toll thereagainst remains or is unpaid IN WITNESS WHEREOF, said corporation has caused this certifica be signed by its duly authorized officers, and its Corporate Ser ffxed the day above written ort* it rrl. . Ill:; SLCRETAR , P Tr' ;; {r �i� ?a";,? fr-� .n'„m,.e r.-��.c�i c,� a�,r 'e' e;Tlf-�s�..-'.'y, 2v, �'�z ��Tz '�.i �''F. r�.s'�^'^^'-_array--- .r- raµ:.- trti� _1�: „3::, 0 GOES 358 t,. ft CONDITION RESPECTING RECORD HOLDER AND PLEDGEE, IF ANY PLEDGEE BE NAMED The record 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 the _corporation for all tolls, water charges and assessments. The rights and Interest of the record holder (and of any successor or person appearing by the certificate tobe the owner of said shares), and the title to said shares, may be transferred upon the books of the corporation, and a new certificate issued (upon surrender hereof) subject to and showing said pledge, without the act, consent or endorse- ment 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 thepledgee,or in lieu thereof, delivered to the pledgee, a copy of the notice of_assessment given with respect to such 1; assessment, or in lieu of such copy, any notice stating the fact ofthe assessment and the time and place for the sale or forfeiture of delinquent shares. tk t~' { The pledgee shall not be personally liable for the pay- menti of tolls, water charges or assessments, unless_ payment 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 corporation and a new certificate issued (upon surrender hereof) show- ing howing the new pledgee, without the act, consent or endorse- ment of the record holder or of anyone appearing by the Certificate to be the owner of said shares. ABSOLUTE ASSIGNMENT BY RECORD HOLDER FOR VALUE, the undersigned hereby sells, assigns and transfers to The City of R1an FortElgh (4 ) shares represented b the within ertifica e, and appoints the Secretary of the thin name Corporation or any officer or person esignated b the Corpora n•for suchpurpose, to transfer said ae shares n the books ,t - id Cor oration. y . Witness* Record Holder` ARaugt t filutuat iI lP11 (2Lnupan1 f r- • ASSIGNMENT IN PLEDGE BY RECORD HOLDER OR OWNER The undersigned hereby assigns to (called "Pledge"), 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 record holder, and said pledgee, as pledgee. Dated: Witness• TExtifiruti FOR SHARES ISSUED TO DATE lea Record Holder or Owner FULL RELEASE OF PLEDGEE'S RIGHTS (Where Debt is Paid or Satisfied) The undersigned hereby releases from pledge all shares y represented by the within certificate and relinquishes all of :k 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: Pledge Witness • ALL- PURPOSE CERTIFICATE OF ACKNOWLEDGMENT 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 San Bernardino On August 20, 2015 before me, } Robin Pain, Notary Public (Here insert name and title of the officer) personally appeared Patrick Casey and Bonnie Casey who proved to me on the basis of satisfactory evidence to be the personi ®whose names is re subscribed to the within instrument and acknowledged to me that he/she ice►, executed the same in has/her heir uthorized capacity to and that by his/her,1ip signatur!s on the instrument the persor s , or the entity upon behalf of which the person s jacted, 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 WITNES$'m1i hand an• o ficial seal Notary Public Signature • ADDITIONAL OPTIONAL INFORMATION ROBIN PAIN Commission No 2046283 NOTARY PUndLIC-CALIFORNIA SAN BERNARDINO COUNTY My Comm. Expires OCTOBER 21, 2017 (Notary Public Seal) DESCRIPTION OF THE ATTACHED DOCUMENT Raught Mutual Well Company (Title or description of attached document) Shares of Stock(48) (Title or description of attached document continued) Number of Pages 2 Document Date 8120115 CAPACITY CLAIMED BY THE SIGNER p Individual (s) ❑ Corporate Officer (Title) ❑ Partner(s) ❑ Attorney -in -Fact ❑ Trustee(s) ❑ Other 2015 Version www NotaryClasses com 800 873-9865 • INSTRUCTIONS FOR COMPLETING THIS FORM This form complies with current California statutes regarding notary wording and, if needed should be completed and attached to the document. Acknolwedgents from other states may be completed for documents being sent to that state so long as the wording does not require the California notary to violate California notary law. • State and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must pnnt his or her name as it appears within his or her commission followed by a comma and then your title (notary public) • Print the name(s) of document signer(s) who personally appear at the time of notarization • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e lie/she/they is /are) or circling the correct forms Failure to correctly indicate this Information may lead to refection of document recording • The notary seal impression must be clear and photographically reproducible Impression must not cover text or lines. If seal impression smudges re seal if a sufficient area permits otherwise complete a different acknowledgment form • Signature of the notary public must match the signature on file with the office of the county clerk Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document Indicate title or type of attached document number of pages and date Indicate the capacity claimed by the signer If the claimed capacity is a corporate officer indicate the title (i.e CEO, CFO, Secretary) • Securely attach this document to the signed document with a staple. • 740,- - . r k/4eT • 26,04 8tr X 3'4-7" 1 ((A .G) Vecl--(*YcAr-e) o" • cam. -1C - }162,3 Am u I a ‘.., ka ...7m- `C 1 1 4 I o a d 1 O I N-0 aI',1- NCO ....Jr N 1rzil Cn ."-: �+ LN •r` t -r ak I c 3.5-i..1 7 -r 1 MIRK FTZACy U E, ' 1 _ ( _.-15 ; i` Kota -01- -t0 Z t 1 jic i" 4e) 't i i1 Vi°6&34-1"V‘ii- 'tie f 14';i7 JicoGdK l; I"1 P 1 0 4 (624444-o) L�i� Wit' GG •O i ti Ftti 1/E& tai . 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Z Pesti`, ' G ., w -S GIS -\ ,, �. 1 t r ( ,,,,,_ FY ''''' --1- o -.-- x _ r•+ 4, —,,, %t_ As: 1. g • 3 Ic .-o&1-17 PSL $ E F, ssfh 132.4 e : Pr" 430 �� Ir! �31 S' 5 tof%-Or<I• J ieoquE 4.11 Ac, 16 LEE 14 4 (p4 Ac r= . tb 4 16.$-0Zl-b� 17Ug� tTZAtIO to,oA 1GS ar-O&' VINES^� fo6-o-0 WACO t 5,0 AG 2ccC�7.72 r 10. -0V- a+ r4o. --�6N t Ib0A4 GALL 1 -r 11.).24r0(41ZO, yl 3C1 - a 551 16,0 -06t, - M4 Ke50 A f.10,k..4e. t /444 n 1 n 'Pim ks 170 %3C our), DO ICA -o'(- Io • i 52 AC.• I; �. Iwo► fi-- I GASEY ra.oAG i��CsOvl�rs cAegH ± 4,gr.Ae, kT', ..- 1 rl h t ft k tkb.::°‘__ ._N. I • 4 k Ok3; s 4 `m `1 I(4N41.1 3 ZZ► 171161 r 17W6 DO NOT MAL • REQUESTED BY DEPARTMENT r AMOUNT OF CK $ 1444 NAME ON CHECK 07,1V:714 "