RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
SHEA HOMES LIMITED PARTNERSHIP
2 Ada, Suite 200
Irvine, CA 92618
Attention: Community Development
SPACE ABOVE THIS LINE FOR RECORDER'S USE
PARTIAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT This Partial Assignment and Assumption of Development Agreement ("Agreement") is dated for informational purposes only as of the 2nd day of May, 2025, and is entered into by and between CHINO PRESERVE DEVELOPMENT CORPORATION, a California corporation (Assignor), and SHEA HOMES LIMITED PARTNERSHIP, a California limited partnership ("Assignee").
RECITALS
Assignor, and its affiliates, Chino Holding Company, LLC, a Delaware limited liability company, and Chino Development Corporation, a California corporation, and the City of Chino, a California municipal corporation ("City"), are parties to that certain Preserve Development Agreement adopted June 1, 2004 and recorded on June 17, 2004 as Document No. 2004-0428962 in the Official Records of the County Recorder of San Bernardino County, California (the "Official Records"), as amended by that certain First Amendment to Preserve Development Agreement recorded in the Official Records on December 22, 2008 as Document No. 2008-0563617, by that certain Second Amendment to Preserve Development Agreement recorded in the Official Records on February 20, 2014 as Document No. 2014-0068048, and by that certain Third Amendment to Preserve Development Agreement recorded in the Official Records on November 15, 2016 as Document No. 2016-0481584, as further amended and restated by that certain Amended and Restated Development Agreement recorded in the Official Records on July 26, 2023 as Document No. 2023-0182285 (as so amended, and as may be further amended, the "Development Agreement").
B. Assignee has or will purchase from Assignor that certain real property identified on Exhibit "A" attached hereto (the "Property") in accordance with the terms of that certain Purchase and Sale Agreement dated March 18, 2025, between Assignor and Assignee (the "Purchase Agreement"). This Agreement shall be effective as of the later of (i) the date that the grant deed conveying the Property to Assignee is recorded in the Official Records and (i) the date that this Agreement is recorded in the Official Records (the "Effective Date").
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, Assignor and Assignee agree as follows:
1 Assignment of Rights. Except for the "Excluded Rights and Obligations" listed in Schedule 1 which shall remain the rights and obligations of Assignor, Assignor hereby sells, transfers, assigns, conveys and delivers to Assignee all of Assignor's rights, title, interests, and obligations to, in and under the Development Agreement arising from and after the Effective Date solely with respect to the Property. This Agreement is only intended to assign those rights and obligations of Assignor under the Development Agreement which concern the Property and does not assign any rights or obligations under the Development Agreement with regards to any of the other land described in the Development Agreement. Assignor makes no representation or warranties, express or implied, concerning the Development Agreement, except as provided Assumption of Responsibilities. Assignee does hereby expressly and unconditionally agree to assume all of Assignor's rights, title and interests to, in and under the Development Agreement as well as all responsibilities, liabilities and obligations under the Development Agreement, in each case solely to the extent arising from and after the Effective Date and solely to the extent relating to the Property, except for the Excluded Rights and Obligations. Assignee shall not be responsible for any default by Assignor with regards to the Property under the Development Agreement prior to the Effective Date. hat it will, at any time and from time to time, upon witen request corer, estee and delive to such other party, its nominees, successors and/or assigns, any new or confirmatory instruments and do and perform any other acts which such party, its nominees, successors, and/or assigns may reasonably request in order to fully transfer to such other party all rights and obligations of Assignor intended to be transferred and assigned hereby.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the heirs, successors, executors, administrators, and assigns of all the parties.
5. Effectivity and Amendments. No provision of this Agreement may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors-in-interest. This Agreement shall be effective upon the Effective Date.
Severability. Any provision of this Agreement which shall prove to be invalid, void, or illegal shall in no way affect, impair, or invalidate any other provision hereof and such other provisions shall remain in full force and effect.
Indemnity. Assignee shall indemnify, defend and hold harmless Assignor, its affiliated entities and persons, and their respective members, partners, officers, directors, shareholders and employees from any claims, demands, loss, liability, damages, costs or expenses (including attorneys' fees) made against or suffered by Assignor with regard to any breach by Assignee of the Development Agreement from and after the Effective Date.
Attorneys' Fees. In the event of any action or proceeding brought by either party against the other under this Agreement, the prevailing party shall be entitled to recover all costs and expenses including the actual fees of its attorneys incurred for prosecution, defense, consultation, or advice in such action or proceeding.
Notice. The Notice Address described in the Development Agreement for the Assignee shall be:
2 If to Assignee: Attention: John C. Danvers,
Shea Homes Limited Partnership
2 Ada, Suite 200
Irvine, CA 92618
Telephone: (949) 526-8835
Email: [email protected]
with copy to:
SHEA HOMES LIMITED PARTNERSHIP
9990 Mesa Rim Road, Suite 200
San Diego, CA 92121
Telephone: (858) 526-6541
Representation. Assignor represents and warrants to Assignee that the Development Agreement is in full force and effect, that Assignor is not in breach or default thereof, and that to the actual knowledge of Assignor, no event has occurred that with the passage of time or giving of notice would constitute a default or breach of the Development Agreement.
11. Counterparts. This Agreement may be executed in multiple counterparts which together shall constitute the Agreement.
[Signatures Appear on Following Pages]
"Assignor" "Assignee"
CHINO PRESERVE DEVELOPMENT SHEA HOMES LIMITED
CORPORATION, PARTNERSHIP,
a California corporation a California limited partnership By:
Name: John M. Goodman By: Mins
Title: Senior EVP/CEO Name: Nicole Murray
Its: Authorized Agent
By:
CHINO DEVELOPMENT CORPORATION, Name: Michael Clauri
a California corporation Its: Authorized Agent
By:
Name: John M. Goodman
Title: Senior EVP/CEO
CHINO HOLDING COMPANY, LLC,
a Delaware limited liability company
By: North Mountain Corporation,
a California corporation,
its Sole Manager
By:
Name: John M. Goodman
Title: Senior EVP/CEO
Pursuant to Section 12.2 of the Development Agreement, City hereby approves of this Partial Assignment and Assumption of Development Agreement and acknowledges that Assignor, upon actual transfer of ownership, will have satisfied the conditions to the release of a transferring Owner set forth in Section 12.2 of the Development Agreement, and shall be released from its obligations under the Development Agreement (other than the Excluded Rights and Obligations) arising from and after the Effective Date and solely with respect to the Property.
READ AND APPROVED: APPROVED AS TO LEGAL FORM:
City of Chino,
a California municipal corporation
By: ATTEST:
Name:
Title:
[NOTE: THIS PAGE NOT TO BE RECORDED]
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
COUNTY OF
On , before me, - Notary Public, personally
appeared , who proved to me on the basis of satisfactory evidence to e the persons whose names) is/are subscribed to the within instrument and acknowledged t ne that he/she/they executed the same in his/her/the authorized capacity(les), and that b his/her/their signature(s) on the instrument the persop(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.
Signature (Seal)
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
COUNTY OF
On
, 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(les), and that by histher/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.
(Seal)
Signature
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 validig of that document.
STATE OF
COUNTY OF
On → before me, -. Notary Public, personally
appeared , 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 paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
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
COUNTY OF
On before me,
be the persons) yose names) isare Who proved to the on the bats of a indecknowiedned 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 foregofng paragraph is true and correct.
WINESS my hand and official seal.
(Seal)
Signature
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 Orange
On 5/5/25 before me, Natalie Martin, a Notary Public personally appeared Michael Ciauri and Nicole Murray 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 paragraph is true and correct.
WITNESS my hand and official seal.
atelie Meltir
Signature (Seal)
NATALIE MARTIN
Notary Public • California
Orange County
Commission # 2497658
My Comm. Expires Aug 16, 2028
SCHEDULE 1 OF PARTIAL ASSIGNMENT OF DEVELOPMENT AGREEMENT
EXCLUDED RIGHTS AND OBLIGATIONS
Excluded Obligations:
All obligations except those which concern any Buyer Improvements (as defined in the Purchase Agreement) or Assignee's construction of Residences (as defined in the Purchase Agreement) on the Property.
Excluded Rights:
All rights except those set forth in Sections 2 and 4 of the Development Agreement which provide vested rights for the development of the Property.
EXHIBIT A TO PARTIAL ASSIGNMENT OF DEVELOPMENT AGREEMENT
LEGAL DESCRIPTION OF PROPERTY
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF CHINO,
COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
[LEGAL DESCRIPTION TO BE ATTACHED AFTER FINAL A MAP IS RECORDED]
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
Lennar Homes of California, LLC
4140 Temescal Rd., Ste 410
Corona, CA 92883
Attention: Nic Vislay
SPACE ABOVE THIS LINE FOR RECORDER'S USE
PARTIAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT This Partial Assignment and Assumption of Development Agreement ("Agreement) is dated for informational purposes only as of the 29th day of January, 2025, and is entered into by and between CHINO PRESERVE DEVELOPMENT CORPORATION, a California corporation ("Assignor"), and LENNAR HOMES OF CALIFORNIA, LLC, a California limited liability company ("Assignee").
RECITALS
A. l Assignor, and its affiliates, Chino Holding Company, LLC, a Delaware limited liability company, and Chino Development Corporation, a California corporation, and the City of Chino, a California municipal corporation ("City"), are parties to that certain Preserve Development Agreement adopted June 1, 2004 and recorded on June 17, 2004 as Document No. 2004-0428962 in the Official Records of the County Recorder of San Bernardino County, California (the "Official Records"), as amended by that certain First Amendment to Preserve Development Agreement recorded in the Official Records on December 22, 2008 as Document No. 2008-0563617, by that certain Second Amendment to Preserve Development Agreement recorded in the Official Records on February 20, 2014 as Document No. 2014-0068048, and by that certain Third Amendment to Preserve Development Agreement recorded in the Official Records on November 15, 2016 as Document No. 2016-0481584, as further amended and restated by that certain Amended and Restated Development Agreement recorded in the Official Records on July 26, 2023 as Document No. 2023-0182285 (as so amended, and as may be further amended, the "Development Agreement").
B. Assignee has or will purchase from Assignor that certain real property identified on Exhibit "A" attached hereto (the "Property") in accordance with the terms of that certain Purchase and Sale Agreement dated January 24, 2025, between Assignor and Assignee (the "Purchase Agreement"). This Agreement shall be effective as of the later of (i) the date that the grant deed conveying the Property to Assignee is recorded in the Official Records and (i) the date that this Agreement is recorded in the Official Records (the "Effective Date").
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, Assignor and Assignee agree as follows:
1. Assignment of Rights. Except for the "Excluded Rights and Obligations" listed in Schedule 1 which shall remain the rights and obligations of Assignor, Assignor hereby sells, transfers, assigns, conveys and delivers to Assignee all of Assignor's rights, title, interests, and - 1-
obligations to, in and under the Development Agreement arising from and after the Effective Date solely with respect to the Property. This Agreement is only intended to assign those rights and obligations of Assignor under the Development Agreement which concern the Property and does not assign any rights or obligations under the Development Agreement with regards to any of the other land described in the Development Agreement. Assignor makes no representation or warranties, express or implied, concerning the Development Agreement, except as provided herein.
Assumption of Responsibilities. Assignee does hereby expressly and unconditionally agree to assume all of Assignor's rights, title and interests to, in and under the Development Agreement as well as all responsibilities, liabilities and obligations under the Development Agreement, in each case solely to the extent arising from and after the Effective Date and solely to the extent relating to the Property, except for the Excluded Rights and Obligations. Assignee shall not be responsible for any default by Assignor with regards to the Property under the Development Agreement prior to the Effective Date.
3. Confirmatory Acts, Instruments. Each party hereby covenants to the other party that it will, at any time and from time to time, upon written request therefor, execute and deliver to such other party, its nominees, successors and/or assigns, any new or confirmatory instruments and do and perform any other acts which such party, its nominees, successors, and/or assigns may reasonably request in order to fully transfer to such other party all rights and obligations of Assignor intended to be transferred and assigned hereby.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the heirs, successors, executors, administrators, and assigns of all the parties.
5. Effectivity and Amendments. No provision of this Agreement may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors-in-interest. This Agreement shall be effective upon the Effective Date.
Severability. Any provision of this Agreement which shall prove to be invalid, void, or illegal shall in no way affect, impair, or invalidate any other provision hereof and such other provisions shall remain in full force and effect.
Indemnity. Assignee shall indemnify, defend and hold harmless Assignor, its affiliated entities and persons, and their respective members, partners, officers, directors, shareholders and employees from any claims, demands, loss, liability, damages, costs or expenses (including attorneys' fees) made against or suffered by Assignor with regard to any breach by Assignee of the Development Agreement from and after the Effective Date.
Attorneys' Fees. In the event of any action or proceeding brought by either party against the other under this Agreement, the prevailing party shall be entitled to recover all costs and expenses including the actual fees of its attorneys incurred for prosecution, defense, consultation, or advice in such action or proceeding.
Notice. The Notice Address described in the Development Agreement for the Assignee shall be:
- 2-
If to Assignee: Attention: Nic Vislay
Lennar Homes of California, LLC
4140 Temescal Rd., Ste 410
Corona, CA 92883
Telephone: (951) 817-3501
Email: Nicolas. [email protected]
with a copy to: Attention: Marc Hardy, Esq.
Lennar Homes
2000 Five Point, 3° Floor
Irvine, CA 92618
Telephone: (949) 807-8490
Email: [email protected]
10. Representation. Assignor represents and warrants to Assignee that the Development Agreement is in full force and effect, that Assignor is not in breach or default thereof, and that to the actual knowledge of Assignor, no event has occurred that with the passage of time or giving of notice would constitute a default or breach of the Development Agreement.
Counterparts. This Agreement may be executed in multiple counterparts which together shall constitute the Agreement.
[Signatures Appear on Following Pages]
- 3-
"Assignor" "Assignee"
CHINO PRESERVE DEVELOPMENT LENNAR HOMES OF CALIFORNIA, LLC, CORPORATION, a California limited liability company
a California corporation
By:_ By: <
Name: John M. Goodman
Title: Senior EVP/CEO
CHINO DEVELOPMENT CORPORATION,
a California corporation
By:- Ma M Hoodena
John M. Goodman
Name
Title: Senior EVP/CEC
CHINO HOLDING COMPANY, LLC,
a Delaware limited liability company
By: North Mountain Corporation,
a California corporation,
its Sole Manager
By:
Name John M. Goodman
Title: Senior EVP/CEO
- 4-
Pursuant to Section 12.2 of the Development Agreement, City hereby approves of this Partial Assignment and Assumption of Development Agreement and acknowledges that Assignor, upon actual transfer of ownership, will have satisfied the conditions to the release of a transferring Owner set forth in Section 12.2 of the Development Agreement, and shall be released from its obligations under the Development Agreement (other than the Excluded Rights and Obligations) arising from and after the Effective Date and solely with respect to the READ AND APPROVED: APPROVED AS TO LEGAL FORM:
City of Chino,
a California municipal corporation
By: ATTEST:
Name:
Title:
[NOTE: THIS PAGE NOT TO BE RECORDED]
- 5-
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 Riverside
On January 29,2025 before me, NiColeM Gastelum, Notary Public, personally be the person rose name safe who proved to the on the basis of stind to evided to me that he/she/they executed
his/her/their signatures) on the instrument the person(x), or the entity upon behalf of which 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. NICOLE M. GASTELUM
Notary Public - California
Riverside County
nicole Sastelem Commission 2387032
My Comm. Expites Dec 16, 2025
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 Februang 5, 2025. before me, Araceli Aquilera → Notary Public, personally appeared ohn M. 00aman, 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 paragraph is true and correct.
WITT my hand and official seal.
ARACELI AGUILERA
Notary Public - California
San Bernardino County
Commission # 2351771
(Seal) My Comm. Expires Mar 16, 2025
Signature
SCHEDULE 1 OF PARTIAL ASSIGNMENT OF DEVELOPMENT AGREEMENT
EXCLUDED RIGHTS AND OBLIGATIONS
Excluded Obligations:
All obligations except those which concern any Buyer Improvements (as defined in the Purchase Agreement) or Assignee's construction of Residences (as defined in the Purchase Agreement) on the Property.
Excluded Rights:
All rights except those set forth in Sections 2 and 4 of the Development Agreement which provide vested rights for the development of the Property.
SCHEDULE 1
- 1-
EXHIBIT A TO PARTIAL ASSIGNMENT OF DEVELOPMENT AGREEMENT
LEGAL DESCRIPTION OF PROPERTY
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF CHINO,
COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
[Legal description to be attached after the Final Map is recorded.] 2165-129224\1698695.2
EXHIBIT A
- 1 -
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
Chino Preserve Development Corporation
c/o Lewis Management Corp.
Attn: Legal Dept. (Brad Francke)
P. O. Box 670
Upland, CA 91785-0670
1156 North Mountain Avenue
Upland, CA 91786
SPACE ABOVE THIS LINE FOR RECORDER'S USE
PARTIAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT This Partial Assignment and Assumption of Development Agreement ("Agreement') is dated for informational purposes only as of the 17th day of March, 2025, and is entered into by and between CHINO PRESERVE DEVELOPMENT CORPORATION, a California corporation ("Assignor"), and BEAZER HOMES HOLDINGS, LLC, a Delaware limited liability company ("Assignee").
RECITALS
A. Assignor, and its affiliates, Chino Holding Company, LLC, a Delaware limited liability company, and Chino Development Corporation, a California corporation, and the City of Chino, a California municipal corporation ("City"), are parties to that certain Amended and Restated Development Agreement dated June 20, 2023 and recorded on July 26, 2023 as Document No. 2023-0182285 in the Official Records of the County Recorder of San Bernardino County, California (the "Official Records") (as may be further amended, the "Development Agreement").
B. Assignee has or will purchase from Assignor that certain real property identified on Exhibit "A" attached hereto (the "Property") in accordance with the terms of that certain Purchase and Sale Agreement dated February 28, 2025, between Assignor and Assignee (the "Purchase Agreement"). This Agreement shall be effective as of the later of (i) the date that the grant deed conveying the Property to Assignee is recorded in the Official Records and (ii) the date that this Agreement is recorded in the Official Records (the "Effective Date").
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, Assignor and Assignee agree as follows:
Assignment of Rights. Except for the "Excluded Rights and Obligations" listed in Schedule 1 which shall remain the rights and obligations of Assignor, Assignor hereby sells, transfers, assigns, conveys and delivers to Assignee all of Assignor's rights, title, interests, and obligations to, in and under the Development Agreement arising from and after the Effective Date solely with respect to the Property. This Agreement is only intended to assign those rights and obligations of Assignor under the Development Agreement which concern the Property and does not assign any rights or obligations under the Development Agreement with regards to any of the other land described in the Development Agreement. Assignor makes no representation - 1 -
or warranties, express or implied, concerning the Development Agreement, except as provided herein.
Assumption of Responsibilities. Assignee does hereby expressly and unconditionally agree to assume all of Assignor's rights, title and interests to, in and under the Development Agreement as well as all responsibilities, liabilities and obligations under the Development Agreement, in each case solely to the extent arising from and after the Effective Date and solely to the extent relating to the Property, except for the Excluded Rights and Obligations. Assignee shall not be responsible for any default by Assignor with regards to the Property under the Development Agreement prior to the Effective Date.
Confirmatory Acts, Instruments. Each party hereby covenants to the other party that it will, at any time and from time to time, upon written request therefor, execute and deliver to such other party, its nominees, successors and/or assigns, any new or contirmatory instruments and do and perform any other acts which such party, its nominees, successors, and/or assigns may reasonably request in order to fully transfer to such other party all rights and obligations of Assignor intended to be transferred and assigned hereby.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the heirs, successors, executors, administrators, and assigns of all the parties.
5. Effectivity and Amendments. No provision of this Agreement may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors-in-interest. This Agreement shall be effective upon the Effective Date.
6. Severability. Any provision of this Agreement which shall prove to be invalid, void, or illegal shall in no way affect, impair, or invalidate any other provision hereof and such other provisions shall remain in full force and effect.
7. Indemnity. Assignee shall indemnify, defend and hold harmless Assignor, its affiliated entities and persons, and their respective members, partners, officers, directors, shareholders and employees from any claims, demands, loss, liability, damages, costs or expenses (including attorneys' fees) made against or suffered by Assignor with regard to any breach by Assignee of the Development Agreement from and after the Effective Date.
Attorneys' Fees. In the event of any action or proceeding brought by either party against the other under this Agreement, the prevailing party shall be entitled to recover all costs and expenses including the actual fees of its attorneys incurred for prosecution, defense, consultation, or advice in such action or proceeding.
9. Notice. The Notice Address described in the Development Agreement for the Assignee shall be:
If to Assignee: Attention: Jed Solomon
Beazer Homes Holdings, LLC
310 Commerce Street, Suite 150
Irvine, CA 92602
Email: Jed. [email protected]
- 2-
with copies to: Attention: Adam J. Gillman
Deverich & Gillman LLP
20 Pacifica, Suite 320
Irvine, CA 92618
Email: [email protected]
and
Attention: Nicole C. Kibert Basler, Esq.
Beazer Homes Holdings, LLC
2002 Summit Blvd., 15" Floor
Atlanta, GA 30319
Email: [email protected]
Representation. Assignor represents and warrants to Assignee that the evelopment Agreement is in full force and effect, that Assignor is not in breach or defau hereof. and that to the actual knowledae of Assianor, no event has occurred that with th passage of time or giving of notice would constitute a I default or breach of the Development Agreement.
11. Counterparts. This Agreement may be executed in multiple counterparts which together shall constitute the Agreement.
[Signatures Appear on Following Pages]
- 3
"Assignor" "Assignee"
CHINO PRESERVE DEVELOPMENT BEAZER HOMES HOLDINGS, LLC,
CORPORATION, a Delaware limited liability company
a California corporation
By:
By:_ To M Hoodman Name: Jed Solomon
Name/ John M. Goodmar Its: Vice Presidat
Title: Senior EVP/CEC
CHINO DEVELOPMENT CORPORATION,
a California corporation
By:
Name: John M. Goodman
Title: Senior EVP/CEO
CHINO HOLDING COMPANY, LLC,
a Delaware limited liability company
By: North Mountain Corporation,
a California corporation,
its Sole Manager
By: on M Hoodma
Name/ John M. Goodman
Title: Senior EVP/CEO
Pursuant to Section 12.2 of the Development Agreement, City hereby approves of this Partial Assignment and Assumption of Development Agreement and acknowledges that Assignor, upon actual transfer of ownership, will have satisfied the conditions to the release of a transferring Owner set forth in Section 12.2 of the Development Agreement, and shall be released from its obligations under the Development Agreement (other than the Excluded Rights and Obligations) arising from and after the Effective Date and solely with respect to the READ AND APPROVED: APPROVED AS TO LEGAL FORM:
City of Chino,
a California municipal corporation
By: ATTEST:
Name:
Title:
[NOTE: THIS PAGE NOT TO BE RECORDED]
- 5-
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 eVaNge
on May 29+h,2025, before me, Alexis Cano - Notary Public, personally appeared Jed Solomon , 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/theif 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 paragraph is true and correct.
Alexis Cano
WITNESS my hand and official seal. - COMM# 2506028
E NOTARY PUBLIC-CALIFORNIA S
MY COMA: EXPIRES 12/5/2028
(Seal)
Signature
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 June 4, 2025 , before me, Arareli Aquitera , Notary Public, personally appeared John M. Goodman, who proved to me on the basis of satisfactory evidence to be the personts) whose namers) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacityies), and that by his/hex/thoir signature(s) on the instrument the personts), 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.
ARACELI AGUILERA
Notary Public • California
G. Agrith San Bernardino County
Commission # 2514932
(Seal)
Signature My Comm. Expires Mar 22, 2029
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 Califomia
COUNTY OF San Bernardino
On June 4, 0025, before me, Hracel Hguilera, Notary Public, personally appeared John M. Goodman, 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 capacityies), 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.
ARACELI AGUILERA
Notary Public • Callfornia
San Bernardino County
Commission # 2514932
My Comm. Expires Mar 22, 2029
(Seal)
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 Californian
COUNTY OF San Bernadin
On June 4, 20a5 speared Tom M. Godman who gale to un the basis of satistatory evidence to , betore me, → Notary Public, personally 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 paragraph is true and correct.
WI my hand and official seal.
ARACELI AGUILERA
Notary Public - California
Again San Bernardino County
Commission # 2514932
(Seal) My Comm. Expires Mar 22. 2029
Signature
SCHEDULE 1 OF PARTIAL ASSIGNMENT OF DEVELOPMENT AGREEMENT
EXCLUDED RIGHTS AND OBLIGATIONS
Excluded Obligations:
All obligations except those which concern any Buyer Improvements (as defined in the Purchase Agreement) or Assignee's construction of Residences (as defined in the Purchase Agreement) on the Property.
Excluded Rights:
All rights except those set forth in Sections 2 and 4 of the Development Agreement which provide vested rights for the development of the Property.
SCHEDULE 1
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EXHIBIT A TO PARTIAL ASSIGNMENT OF DEVELOPMENT AGREEMENT
LEGAL DESCRIPTION OF PROPERTY
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF CHINO,
COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
[Legal description to be attached after the Final A Map is recorded.] 2165-129209\1703088.2
EXHIBIT A
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RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
Chino Preserve Development Corporation
c/o Lewis Management Corp.
Attn: Legal Department (WBF)
P. O. Box 670
Upland, CA 91785-0670
1156 North Mountain Avenue
Upland, CA 91786
SPACE ABOVE THIS LINE FOR RECORDER'S USE
PARTIAL ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT This Partial Assignment and Assumption of Development Agreement ("Agreement') is dated for informational purposes only as of the 28th day of January, 2025, and is entered into by and between CHINO PRESERVE DEVELOPMENT CORPORATION, a California corporation ("Assignor"), and RICHMOND AMERICAN HOMES OF MARYLAND, INC., a Maryland corporation ("Assignee").
RECITALS
A. Assignor, and its affiliates, Chino Holding Company, LLC, a Delaware limited liability company, and Chino Development Corporation, a California corporation, and the City of Chino, a California municipal corporation ("City"), are parties to that certain Amended and Restated Development Agreement dated June 20, 2023 and recorded on July 26, 2023 as Document No. 2023-0182285 in the Official Records of the County Recorder of San Bernardino County, California (the "Official Records") (as may be further amended, the "Development Agreement").
B. Assignee has or will purchase from Assignor that certain real property identified on Exhibit "A" attached hereto (the "Property") in accordance with the terms of that certain Purchase and Sale Agreement dated January 23, 2025, between Assignor and Assignee (the "Purchase Agreement"). This Agreement shall be effective as of the later of (i) the date that the grant deed conveying the Property to Assignee is recorded in the Official Records and ii) the date that this Agreement is recorded in the Official Records (the "Effective Date").
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, Assignor and Assignee agree as follows:
Assignment of Rights. Except for the "Excluded Rights and Obligations" listed in Schedule 1 which shall remain the rights and obligations of Assignor, Assignor hereby sells, transfers, assigns, conveys and delivers to Assignee all of Assignor's rights, title, interests, and obligations to, in and under the Development Agreement arising from and after the Effective Date solely with respect to the Property. This Agreement is only intended to assign those rights and obligations of Assignor under the Development Agreement which concern the Property and does not assign any rights or obligations under the Development Agreement with regards to any of the other land described in the Development Agreement. Assignor makes no representation - 1 -
or warranties, express or implied, concerning the Development Agreement, except as provided herein.
Assumption of Responsibilities. Assignee does hereby expressly and unconditionally agree to assume all of Assignor's rights, title and interests to, in and under the Development Agreement as well as all responsibilities, liabilities and obligations under the Development Agreement, in each case solely to the extent arising from and after the Effective Date and solely to the extent relating to the Property, except for the Excluded Rights and Obligations. Assignee shall not be responsible for any default by Assignor with regards to the Property under the Development Agreement prior to the Effective Date.
Confirmatory Acts, Instruments. Each party hereby covenants to the other party that it will, at any time and from time to time, upon written request therefor, execute and deliver to such other party, its nominees, successors and/or assigns, any new or confirmatory instruments and do and perform any other acts which such party, its nominees, successors, and/or assigns may reasonably request in order to fully transfer to such other party all rights and obligations of Assignor intended to be transferred and assigned hereby.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the heirs, successors, executors, administrators, and assigns of all the parties.
Effectivity and Amendments. No provision of this Agreement may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors-in-interest. This Agreement shall be effective upon the Effective Date.
Severability. Any provision of this Agreement which shall prove to be invalid, void, or illegal shall in no way affect, impair, or invalidate any other provision hereof and such other provisions shall remain in full force and effect.
Indemnity. Assignee shall indemnify, defend and hold harmless Assignor, its affiliated entities and persons, and their respective members, partners, officers, directors, shareholders and employees from any claims, demands, loss, liability, damages, costs or expenses (including attorneys' fees) made against or suffered by Assignor with regard to any breach by Assignee of the Development Agreement from and after the Effective Date.
Attorneys' Fees. In the event of any action or proceeding brought by either party against the other under this Agreement, the prevailing party shall be entitled to recover all costs and expenses including the actual fees of its attorneys incurred for prosecution, defense, consultation, or advice in such action or proceeding.
9. Notice. The Notice Address described in the Development Agreement for the Assignee shall be:
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If to Assignee: Richmond American Homes of Maryland, Inc. 5171 California Avenue, Suite 120
Irvine, CA 92617
Attention: James Furey
Telephone: (949) 467-2680
And:
Attention: Larry Hsia
Telephone: (949) 467-2643
with a copy to: Attention: Richard E. Englebright Jr., Esq.
M.D.C. Holdings, Inc.
3200 Douglas Boulevard, Suite 110
Roseville, CA 95661
And:
M.D.C. Holdings, Inc.
4350 S. Monaco Street
Denver, Colorado 80237
Attn: Kimberly Vantine
Representation Assignor represents and warrants to Assignee that the Agreement.
11. Counterparts. This Agreement may be executed in multiple counterparts which together shall constitute the Agreement.
[Signatures Appear on Following Pages]
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"Assignor" "Assignee"
CHINO PRESERVE DEVELOPMENT RICHMOND AMERICAN HOMES OF
CORPORATION, MARYLAND, INC.,
a California corporation a Maryland corporation
By: Lah M Hoolman
Name: John M. Goodman By:
Title: senior EVP/CEO Name! Larry c. HSia
Its: /Vice President- Land Acquisitur
CHINO DEVELOPMENT CORPORATION,
a California corporation
By:
Name/ sohn M. Goodman
Title: Senior EVP/CEO
CHINO HOLDING COMPANY, LLC,
a Delaware limited liability company
By: North Mountain Corporation,
a California corporation,
its Sole Manager
By:
Name: John M. Goodman
Title: Senior EVP/CEO
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Pursuant to Section 12.2 of the Development Agreement, City hereby approves of this Partial Assignment and Assumption of Development Agreement and acknowledges that Assignor, upon actual transfer of ownership, will have satisfied the conditions to the release of a transferring Owner set forth in Section 12.2 of the Development Agreement, and shall be released from its obligations under the Development Agreement (other than the Excluded Rights and Obligations) arising from and after the Effective Date and solely with respect to the Property.
READ AND APPROVED: APPROVED AS TO LEGAL FORM:
City of Chino,
a California municipal corporation
By: ATTEST:
Name:
Title:
[NOTE: THIS PAGE NOT TO BE RECORDED]
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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 Califomia
COUNTY OF San Bernardino
On February 5,2025, before me, Hracelı Hawlera, Notary Public, personally appeared John M. Goodman, 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 capacityies), 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.
ARACELI AGUILERA
WITNESS my hand and official seal. Notary Public • California San Bernardino County
Commission # 235177
My Comm, Expires Mar 16, 2025
(Seal)
Signature
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
COUNTY OF
, before me, , Notary Public, personally
appeared , 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 paragraph is true and correct.
WITNESS my hand and official seal.
(Seal)
Signature
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
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) SS
COUNTY OF ORANGE
On 1/29/2025, before me, T. Ris, a Notary Public, personally appeared Larry C.
Hsia, 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 capacityies) 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.
Signature
T. RIS
Notary Pubile • Callfornia
Orange County
Commission 2361493
My Comm. Expires Jur 16, 2025
This area for official notarial seal.
SCHEDULE 1 OF PARTIAL ASSIGNMENT OF DEVELOPMENT AGREEMENT
EXCLUDED RIGHTS AND OBLIGATIONS
Excluded Obligations:
All obligations except those which concern any Buyer Improvements (as defined in the Purchase Agreement) or Assignee's construction of Residences (as defined in the Purchase Agreement) on the Property.
Excluded Rights:
All rights except those set forth in Sections 2 and 4 of the Development Agreement which provide vested rights for the development of the Property.
SCHEDULE 1
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EXHIBIT A TO PARTIAL ASSIGNMENT OF DEVELOPMENT AGREEMENT
LEGAL DESCRIPTION OF PROPERTY
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF CHINO,
COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
[Legal description to be attached after the Final Map is recorded.] 2165-129208\1698824.2
EXHIBIT A
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