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HomeMy WebLinkAboutContracts & Agreements_197-2024RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Beazer Homes Holdings, LLC 310 Commerce, Suite 150 Irvine, California 92602 Attention: Jed Solomon 11/05/2024 04:31 PM SAN 18806 Electronically Recorded in Official Records San Bernardino County Assessor -Recorder -County Clerk DOC# 2024-0265984 Titles: 2 Pages: 9 Fees Taxes CA SB2 Fee Total $0.00 $0.00 $0.00 $0.00 APNs: 0174-711-01-0-000 through 0174-711-29-0-000 FEES NOT REQUIRED PER GOVERNMENT CODE SECTION 6103 SPACE ABOVE THIS LINE FOR RECORDER'S USE ASSIGNMENT AND ASSUMPTION OF SUBDIVISION IMPROVEMENT AGREEMENT THIS ASSIGNMENT AND ASSUMPTION OF SUBDIVISIOIMPROVEMENT AGREEMENT (this "Assignment"), dated for reference purposes NOj9f1 IE t 5', 2024, is made and entered into by and between GS REDLANDS LLC, a California limited liability company ("Assignor"), BEAZER HOMES HOLDINGS, LLC, a Delaware limited liability company ("Assignee"), and the CITY OF REDLANDS, a municipal corporation (the "City"), but does not become effective until the Effective Date (as defined below). Assignor, as Seller, and Assignee, as Buyer, have entered into a contract (the "Purchase Contract") for the purchase and sale of that certain real property described on Schedule 1 attached hereto (the "Property"). The Property is subject to that that certain Subdivision Improvement Agreement dated as of April 5, 2022, by and between the City and Assignor, as Subdivider, and recorded in the Official Records of San Bernardino County, California on April 25, 2022 as Document No. 2022-0154785, as amended, restated, supplemented or otherwise modified from time to time (the "Subdivision Agreement"). This Assignment applies to the Property, which is subject to the Subdivision Agreement. The Purchase Contract contemplates that, at the close of escrow under the Purchase Contract, Assignor shall assign to Assignee all of its rights and obligations, and Assignee shall assume all of Assignor's rights and obligations, under the Subdivision Agreement, and in connection therewith, the date of the close of escrow under the Purchase Contract shall be date upon which such assignment and assumption of the Subdivision Agreement under this Assignment becomes effective (the "Effective Date"). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows: Assignment and Assumption of Subdivision Improvement Agreement 5428567v1 / 100026.0121 -1- DOC #2024-0265984 Page 2 of 9 1. Assignment of Subdivision Agreement. As of the Effective Date, Assignor hereby assigns, conveys and transfers to Assignee all of Assignor's right, title and interest pursuant to the Subdivision Agreement. 2. Assumption. As of the Effective Date, Assignee hereby assumes and agrees to perform all of the obligations of Assignor under the Subdivision Agreement to the extent arising on or after the date of this Assignment and relating to the Property, and from and after the Effective Date, Assignee shall be deemed the "Subdivider" (as defined in the Subdivision Agreement) with respect to the Property for all purposes set forth in the Subdivision Agreement. 3. Acknowledgement: Release. City hereby acknowledges and agrees that by signing below, the City hereby provides its express written consent to this Assignment in satisfaction of Section 22 of the Subdivision Agreement. City hereby further agrees that, as contemplated in Section 23 of the Subdivision Agreement, City will cooperate in releasing Assignor's existing security upon the substitution of same by replacement security to be provided by Assignee. In addition, subject to the substitution of such security following the Effective Date, as of the Effective Date, City hereby expressly releases Assignor from any and all obligations under the Subdivision Agreement. 4. Applicable Law. This Assignment shall be construed under and enforced in accordance with the laws of the State of California. 5. Binding. This Assignment and all of its terms and provisions shall be binding upon and inure to the benefit of each of the parties hereto and its respective successors and assigns. 6. Counterparts. This Assignment may be executed in any number of counterparts, each to be an original, but all of which shall constitute one instrument, and it shall be sufficient if any party hereto signs any such counterpart, so long as each of the parties hereto executes at least one such counterpart. Assignment and Assumption of Subdivision Improvement Agreement 5428567v1/100026.0121 [SIGNATURES APPEAR ON FOLLOWING PAGE] -2- DOC #2024-0265984 Page 3 of 9 IN WITNESS WHEREOF, the parties have executed this Assignment as of the date first above written. "ASSIGNOR" GS REDLANDS LLC, a California limited lia}'ility company By: `94,je -/ d/`% Name: It1(VIe fee H VN Title: A ls-KAI ' sorer Assignment and Assumption of Subdivision Improvement Agreement 5428567v1/100026.0121 DOC #2024-0265984 Page 4 of 9 CALIFORNIA ALL-PURPOSE 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 OJ'A °'`, ) On /\j o y .E _,.-. Date , 20�'Y", before me, A-Hamid Arnini Notary Public personally appeared r y' ems' u (Here Insert Name and Title of the Officer) Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the pers n,s'j whose namelg'j is/aye subscribed to the within instrument and acknowledged to me that /she/th executed the same in /her/their authorized capacity(i 4, and that by l /her/th> *fsignature ,on the instrument the person(,a'f, or the entity upon behalf of which the person acted, executed the instrument. A-HAMID AMINI Notary Public - California Orange County Commission # 2421387 — My Comm. Expires Oct 15, 2026 Assignment and Assmnption of Subdivision Improvement Agreement 5428567v1 / 100026.0121 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 -4- Signature of Notary Public L DOC #2024-0265984 Page 5 of 9 "ASSIGNEE" BEAZER HOMES HOLDINGS, LLC, a Delawrlimit e�i liability company By: Name: Je Soo tp Title: VP Land Aurtfyrilevt Assignment and Assumption of Subdivision Improvement Agreement 5428567v1 / 100026.0121 -5- DOC #2024-0265984 Page 6 of 9 CALIFORNIA ALL-PURPOSE 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 Wale, ) On kk.\'D\ J r 2611 7,67,1 Date personally appeared , 20_, before me, 1,tiartok van, NO-FR (Here Insert Name and Title of the d SOIti-n Name(s) of Signer(s) ��bll'c , icer) who proved to me on the basis of satisfactory evidence to be the person(2) whose name afe- s bscribed to the within instrument and acknowles •ed to me fillip • = • = executed the same in authorized capacity(ies), and that .�.. rson(-s), or the entity upon behalf of which th isonks) acted, executed the instrument. Diana Adele Jivan < COMM# 2459379 NOTARYPUBLIC—CALIFORNIA MY�C0M1,1. EXPIRESunt8/15/2027 Assignment and Assumption of Subdivision Improvement Agreement 5428567v1 / 100026.0121 signature(s) on the instrument the 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 -6- Notary Public DOC #2024-0265984 Page 7 of 9 "CITY" CITY OF REDLANDS By: e- .C.lvt Name: Charles M. Dugan, Jr. Title: City Manager ATTEST : Jeanne Donaldson Title: City Clerk Assignment and Assumption of Subdivision Improvement Agreement 5428567v1/100026.0121 -7- DOC #2024-0265984 Page 8 of 9 CALIFORNIA ACKNOWLEDGEMENT CIVIL CODE § 1189 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 Monday, November 4, 2024 before me, Jennifer Macias, Notary Public, personally appeared Charles M. Duggan, Jr. and Jeanne Donaldson, who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacity, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons 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 of Notary Public JENNIFER MACIAS Notary Public - California San Bernardino County ±; Commission # 2388813 i My Comm. Expires Dec 31, 2025 (Seal) Copyright © 2018 NotaryAcknowledgement.com. All Rights Reserved. DOC #2024-0265984 Page 9 of 9 SCHEDULE 1 LEGAL DESCRIPTION Real property in the City of Redlands, County of San Bernadino, State of California, described as follows: LOTS 1 THROUGH 29 OF TRACT NO. 20065, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, FILED IN BOOK 363, PAGES 4, 5 AND 6 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN 0174-711-01-0-000 THROUGH APN 0174-711-29-0-000 Assignment and Assumption of Subdivision Improvement Agreement -9-