1 RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
City of Ripon
259 N. Wilma Avenue
Ripon, California 95366
ASSIGNMENT AND
ASSUMPTION OF DEVELOPMENT AGREEMENT
This Assignment and Assumption of Development Agreement (the “Assignment”) is made and entered into this ___ day of _______________, 2024 (“Agreement Date”), by and between Dasco Greenwood, LLC, a California Limited Liability Company (“Assignor”) and Lennar Homes of California, LLC, a California liability company (“Assignee”) with reference to the following facts:
A. The City of Ripon (“City”), and Assignor are parties to that certain Development Agreement for the development of real property (the “Subject Property”), dated as of February 13, 2018 and which was recorded on July 3, 2018, as Instrument No. 2018-074286, Official Records of San Joaquin County, California, as amended by that certain First Amendment to Development Agreement dated as of December 13, 2022 and which was recorded January 30, 2023, as Instrument No. 2023-007264 (as so amended, the “Development Agreement”);
B. Assignor is currently the successor to the original “Owner” and the “Developer” as each such term is defined in the Development Agreement;
C. Assignor’s affiliate, Dasco Meadowood, LLC, a California limited liability company, and Assignee are parties to that certain Agreement for Purchase and Sale of Real Property and Escrow Instructions, dated February 9, 2024 (the “Purchase Agreement”), whereby Assignor has agreed to sell to Assignee, and Assignee has agreed to purchase from Assignor, the Subject Property subject to the terms and conditions set forth in the Purchase Agreement. Pursuant to the Purchase Agreement, Assignor intends to assign, and Assignee intends to assume, all of Assignor’s rights, duties and obligations under the Development Agreement.
D. Section 10 of the Development Agreement provides for, after at least thirty (30) days prior notice, the assignment by Assignor of all or any portion of Assignor’s interests, rights, or obligations in the Development Agreement to third parties upon approval by the City, such approval not to be unreasonably withheld; and
E. In accordance with the terms of the Development Agreement, Assignor has provided to the City, at least thirty (30) days prior notice and a written request for consent to assignment of its obligations under the Development Agreement to Assignee, a copy of which is attached hereto as “Exhibit 1,” and the City Council has received such testimony and other information as it deems appropriate and as is deemed appropriate by the City Attorney for the purpose of determining that Assignee is a qualified applicant for purposes of the foregoing terms of the Development Agreement. This Assignment is intended to meet the requirements of the Development Agreement as an Assignment and Assumption Agreement, and is executed with the consent of the City as contemplated in the Development Agreement.
NOW, THEREFORE, in consideration of the covenants and agreements of the Parties as set forth herein and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows:
2 1. Incorporation of Recitals. The foregoing Recitals are true and are incorporated herein by this reference as though set forth in full.
2. Assignment. As of the Effective Date (as defined below), Assignor hereby assigns and delegates to Assignee all of its interest in all rights, obligations and duties of Assignor under the Development Agreement, including all exhibits thereto.
3. Assumption. As of the Effective Date, Assignee hereby accepts the foregoing assignment and delegation and agrees to perform the obligations of Assignor under the Development Agreement arising from or after the Effective Date. Assignee represents and warrants that it has carefully reviewed the Project and the Development Agreement and other Project approvals and acknowledges and agrees that the Project is subject to the terms and conditions thereof.
4. Effective Date. The foregoing assignment and delegation and assumption, and the City’s consent hereto, shall take effect and be binding upon Assignee upon the later to occur of: (i) the transfer of the Subject Property from Assignor to Assignee, which shall be the date of recordation of the grant deed conveying fee title to the Subject Property to Assignee, and (ii) the approval by the City Council of this Agreement as evidenced by the City’s execution of the Acknowledgement and Acceptance attached to this Agreement (“Effective Date”).
5. Condition. Assignee represents and warrants that it has reviewed and is familiar with the terms and conditions of the Development Agreement, and for the benefit and reliance of City, that it acknowledges that the obligations, rights and duties are as set forth in the Development Agreement, and that the duties of the Developer thereunder and the duties of Assignee hereunder, as between Assignee and the City, shall be without reference to any underlying agreements or understandings that may exist between Assignee and Assignor or other party with respect to the subject matter hereof, and that the City is not a party to such other agreements.
6. Payment of Costs. As a condition of, and prior to approval of this Assignment by the Ripon City Council, Assignee shall reimburse City’s reasonable costs, including staff time and attorneys’ fees in connection with the preparation of this Assignment in the agreed amount of TWO THOUSAND Dollars ($2,000). Assignee shall also pay all recording costs of the City in connection with the recording of this Assignment.
[Signatures on Following Page]
3 IN WITNESS WHEREOF, the undersigned have executed this Assignment the date and year first above set forth.
“ASSIGNOR”
DASCO GREENWOOD, LLC.
a California Limited Liability Company
Dated: _____________________ By: DeLaMARE FAMILY INVESTMENTS NO. 1, L.P., a California limited partnership
Its: Manager
By: KCD, INC., a California corporation,
Its: General Partner
By: _______________________________________
PHILLIP KIRK DELAMARE
Its: President
“ASSIGNEE”
LENNAR HOMES OF CALIFORNIA, LLC.,
a California limited liability company
Dated: _____________________ By: ______________________________________ Name: ___________________________________
Its: ______________________________________
4 ACKNOWLEDGMENT AND ACCEPTANCE BY CITY
The City of Ripon, California, hereby executes this acknowledgment and acceptance certificate, not as a party to the Assignment and Assumption Agreement, but for the purpose of acknowledging the terms thereof, and confirming that the City Council of City has consented to the assignments set forth herein and that the City Attorney of City has approved the Assignment as to form in accordance with the Development Agreement referred to above.
By execution of this Acknowledgement and Acceptance, City certifies that the Development Agreement is presently in full force and effect. To the best knowledge of City, Assignor is not in default of any of its obligations under the Development Agreement. Except as stated in the foregoing Assignment and Assumption of Development Agreement, the Development Agreement has not been amended, modified or supplemented in any way.
The undersigned is duly authorized to sign, acknowledge and deliver this Acknowledgement and Acceptance on behalf of the City, and no other signatures are required or necessary in connection with the execution and validity of this Acknowledgement and Acceptance.
CITYOF RIPON
a California Municipal Corporation
By: ______________________________
Leo Zuber, Mayor
Dated: ____________________, 2024
ATTEST: CLERK OF THE CITY COUNCIL
By: ________________________________
Lisa Roos, City Clerk
Dated: ____________________, 2024
APPROVED AS TO FORM: CITY ATTORNEY
By: ________________________________
Thomas H. Terpstra
Dated: ____________________, 2024
5 Exhibit 1