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1 RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
City of Ripon
259 N. Wilma Avenue
Ripon, California 95366
ACKNOWLEDGMENT OF DEVELOPMENT AGREEMENT
This Acknowledgment of Development Agreement (the “Acknowledgment”) is made and entered into this ___ day of _______________, 2024 (“Agreement Date”), by Lennar Homes of California, LLC, a California liability company (“Lennar”) and JEN HOLDCO 24 LLC, a Delaware limited liability company (“JEN”) with reference to the following facts:
A. The City of Ripon (“City”) and Lennar 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”), which relates to that certain real property located in the City as described on attached Exhibit A;
B. Lennar is currently the successor to the original “Owners” and the “Developer” as each such term is defined in the Development Agreement;
C. Lennar and JEN are parties to those certain agreements (the “Land Banking Documents”) whereby JEN will serve as Lennar’s land bank with respect to the Subject Property, and as such: (i) Lennar has agreed to sell to JEN, and JEN has agreed to purchase from Lennar, the Subject Property; (ii) Lennar shall develop the Subject Property pursuant to the Land Banking Documents, and (iii) Lennar has an option to repurchase the Subject Property from JEN; and
D. Section 9 of the Development Agreement provides that the Development Agreement runs with the land and City requires all landowners within the Project to sign the Development Agreement. This Acknowledgment is intended to meet the requirements of the Development Agreement set forth in Section 9, and is executed with the consent of the City.
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:
1. Incorporation of Recitals. The foregoing Recitals are true and are incorporated herein by this reference as though set forth in full.
2. Acknowledgment. The parties hereby acknowledge and agree that notwithstanding the transfer of the Subject Property to JEN, Lennar will continue to develop the Subject Property in accordance with the Land Banking Documents and, as such, shall remain a party to the Development Agreement and retain all rights, duties and obligations of the “Owners” and “Developer” thereunder. This Acknowledgment is executed by JEN, as the current title holder of the Subject Property, in accordance with Section 9 of the Development Agreement.
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2 3. Future Transfers of Subject Property Between Lennar and JEN or their Affiliates. City’s approval of this Acknowledgment shall also constitute approval of any future transfers of any portion of the Subject Property by and between Lennar, JEN and/or an Affiliate (as defined below) of Lennar or JEN, and any such future transfers shall not require any further notice to or approval of the City. For avoidance of doubt, any such transfer of ownership between JEN and Lennar with respect to the Subject Property shall not transfer the rights, obligations and duties of “Owner” or “Developer” under the Development Agreement, which rights, duties and obligations shall be retained by Lennar. For purposes of this Acknowledgment, an “Affiliate” of a party shall mean an entity in which such party, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such party.
4. Condition. JEN 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, as between JEN and the City, shall be without reference to any underlying agreements or understandings that may exist between JEN and Lennar or other party with respect to the subject matter hereof, and that the City is not a party to such other agreements. [Signatures on Following Page]
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3 IN WITNESS WHEREOF, the undersigned have executed this Assignment the date and year first above set forth.
“LENNAR”
LENNAR HOMES OF CALIFORNIA, LLC,
a California limited liability company
Dated: _____________________ By: ___________________________________ Name: ________________________________
Its: ___________________________________
“JEN”
JEN HOLDCO 24 LLC,
a Delaware limited liability company
Dated: _____________________ By: ______________________________________ Name:____________________________________
Its:_______________________________________
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4 ACKNOWLEDGMENT AND ACCEPTANCE BY CITY
The City of Ripon, California, hereby executes this acknowledgment and acceptance certificate, not as a party to the Acknowledgment of the Development Agreement, but for the purpose of acknowledging the terms thereof, and confirming that the City Council of City has consented to the matters set forth herein and that the City Attorney of City has approved the Acknowledgment as to form in accordance with the Development Agreement referred to above.
By execution of this Acknowledgment and Acceptance, City certifies that the Development Agreement is presently in full force and effect. To the best knowledge of City, Lennar is not in default of any of its obligations under the Development Agreement. Except as stated in the foregoing Acknowledgment 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 Acknowledgment and Acceptance on behalf of the City, and no other signatures are required or necessary in connection with the execution and validity of this Acknowledgment 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
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Exhibit A
Legal Description