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2018/02/08 Agreement Partial Assignment and Assumption Agreement, APN: 372-050-035-5, Watt Communities at Mosaic LLC, Pulte Home Company, LLC DOC#2018-0050127 02/08/2018 04:17 PM Fees: S61.00 Page 1 of 12 Recorded in Official Records RECORDING REQUESTED BY County of Riverside First American Title Company- HSD Peter Aldana Assessor-County Clerk-Recorder WHEN RECORDED MAIL TO: City of Menifee "This document was electronically submitted 29714 Haun Road to the County of Riverside for recording" Menifee, CA 92586 Receipted by:MARY#420 Attn: City Clerk APN: 372-050-035-5 SPACE ABOVE THIS LINE IS RESERVED FOR RECORDER'S USE TRA: 026-179 File No.: 5463801 Property Address: Menifee, CA Partial Assignment and Assumption Agreement Exemption reason declared pursuant to Government Code 27388.1 ( ) This document is a transfer that is subject to the imposition of documentary transfer tax. (x) This is a document recorded in connection with a transfer that is subject to the imposition of documentary transfer tax, recorded concurrently herewith. ( ) This document is a transfer of real property that is a residential dwelling to an owner-occupier. ( ) This is a document recorded in connection with a transfer of real property that is a residential dwelling to an owner-occupier. Document Reference: THIS PAGE ADDED TO PROVIDE EXEMPTION INFORMATION FOR THE BUILDING HOMES AND JOBS ACT FEE (SB-2;AFFORDABLE HOUSING FEE) Mail Tax Statements To:Same as Above RECORDING REQUESTED BY First American Title Company- HSD WHEN RECORDED MAIL TO: City of Menifee 29714 Haun Road Menifee, CA 92586 Attn: City Clerk APN: 372-050-035-5 SPACE ABOVE THIS LINE IS RESERVED FOR RECORDER'S USE TRA: 026-179 File No.: 5463801 Property Address: Menifee, CA Partial Assignment and Assumption Agreement Exemption reason declared pursuant to Government Code 27388.1 ( ) This document is a transfer that is subject to the imposition of documentary transfer tax. ( x ) This is a document recorded in connection with a transfer that is subject to the imposition of documentary transfer tax, recorded concurrently herewith. ( ) This document is a transfer of real property that is a residential dwelling to an owner-occupier. ( ) This is a document recorded in connection with a transfer of real property that is a residential dwelling to an owner-occupier. Document Reference: THIS PAGE ADDED TO PROVIDE EXEMPTION INFORMATION FOR THE BUILDING HOMES AND JOBS ACT FEE (SB-2; AFFORDABLE HOUSING FEE) Mail Tax Statements To: Same as Above Recording Requested By.- First American Title Company National Homebuilder Services Subdivision Department RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: ) ) City of Menifee 29714 Haun Road ) Menifee, CA 92586 ) Attn: City Clerk ) 5`1 lo3�s0 l ( 2�� (Space Above This Line for Recorder's Use Only) Exempt from Recording Fee per Government Code §27383 PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT THIS PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT("Agreement") is entered into as of the 8 4�' day of February, by and among WATT COMMUNITIES AT MOSAIC LLC, a California limited liability company("Assignor"),PULTE HOME COMPANY,LLC, a Michigan limited liability company("Assignee"), and CITY OF MENIFEE, a municipal corporation of the State of California("City"). RECITALS A. Assignor(in its capacity as "Developer")has entered into a Development Agreement with the City effective September 18, 2017, as Instrument No. 2017-0386019 of Official Records. ("Development Agreement") to facilitate the development of that certain real property owned by Developer within the City of Menifee, State of California,which is legally described in Exhibits A& B to the Development Agreement("Property"). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Development Agreement. B. Assignor is the fee owner of the approximately 17.516 acre portion of the Property, more particularly described in Exhibit 1 attached hereto and incorporated herein("Assigned Property"). C. Assignor desires to transfer its interest in the Assigned Property to Assignee concurrently with execution of this Agreement and Assignee desires to so acquire such interest in the Assigned Property from Assignor. D. Section 2.3 of the Development Agreement provides that Developer may assign less than all of its rights and obligations under the Development Agreement to another party who acquires a portion of the Property, provided that (i) the Assignor shall have provided to City prior written notice, (ii) the Assignor and Assignee document the assignment in an agreement substantially in the form of Exhibit E to the Development Agreement and that such assignment and assumption agreement provides that the Assignee agrees in writing to be subject to all of the applicable provisions of the Development Agreement and provides for the allocation of responsibilities and obligations between the Assignor and Assignee as to the Assigned Property,and(iii)this Agreement shall be recorded in the in the Official Records of Riverside County("Official Records")as an encumbrance on the Assigned Property. E. Assignor has provided the required written notice to City of its intent to enter into an assignment and assumption agreement as required by Section 2.3, this Agreement is substantially in the form of Exhibit E to the Development Agreement,provides that the Assignee agrees in writing to be subject to all of the applicable provisions of the Development Agreement, provides for the allocation of 1 responsibilities and obligations between the Assignor and Assignee as to the Assigned Property, and shall be recorded in the Official Records as an encumbrance on the Assigned Property. F. Assignor desires to assign to Assignee and Assignee desires to assume the rights and obligations of Assignor under the Development Agreement applicable to the Assigned Property as provided in this Agreement. Upon execution of this Agreement and transfer to Assignee of legal title to the Assigned Property,Assignor desires to be released from all obligations under the Development Agreement as to the Assigned Property as provided in this Agreement. AGREEMENT NOW, THEREFORE,Assignor,Assignee and City hereby agree as follows: 1. Assignment by Assignor. Assignor hereby assigns, transfers and grants to Assignee, and its successors and assigns,all of Assignor's rights,title and interest and obligations, duties,responsibilities, conditions and restrictions under the Development Agreement that are applicable to, serve, benefit and/or relate to the Assigned Property(collectively,"Assigned Rights and Obligations"). Assignor and Assignee further agree and acknowledge that any Assigned Rights and Obligations are to be interpreted (1) to be strictly limited to Assignee's ownership and development of the Assigned Property and (2) such that Assignee shall not be obligated to incur,nor reimburse Assignor for, any cost or expense arising from any Assigned Rights and Obligations to the extent they continue to relate to, serve, or benefit any portion of Property other than the Assigned Property. 2. Acceptance and Assumption by Assignee. Assignee, for itself and its successors and assigns, hereby accepts the assignment of, and assumes all of, the Assigned Rights and Obligations, accruing after (and not prior to) the Effective Date (defined in Section 17 below). Assignee agrees, expressly for the benefit of City,to comply with, perform and execute all of the covenants and obligations of Assignor arising from or under the Development Agreement as to the Assigned Property and Assigned Rights and Obligations. 3. Release of Assi ngnor. Assignee and City hereby fully release Assignor from all of the Assigned Rights and Obligations. Both Assignor and Assignee acknowledge that this Agreement is intended to fully assign the Assigned Rights and Obligations to Assignee, and it is expressly understood that Assignor shall not retain any of the Assigned Rights and Obligations. 4. Substitution of Assignor. With respect to the Assigned Rights and Obligations,Assignee shall be substituted for and replace Assignor in the Development Agreement as to the Assigned Property. Whenever the term "Watt"appears in the Development Agreement with respect to the Assigned Rights and Obligations as they relate to the Assigned Property, such term shall hereafter mean Assignee with respect to the Assigned Rights and Obligations. Whenever the term "Developer" or "Party" appears in the Development Agreement, it shall hereafter include Assignee as to the Assigned Property. Whenever the term"Project"appears in the Development Agreement with respect to the Assigned Rights and Obligations, such term shall be interpreted (based on the context and in order to give effect to the terms and intent of this Agreement) to include Assignee's proposed development of the Assigned Property in a manner compliant with the vested rights secured under the Development Agreement. 5. Assignee's Representations and Warranties. (a) Assignee represents and warrants to City as follows: 2 (i) Assignee is a limited liability company duly organized and in good standing under the laws of the State of Michigan and qualified to transact business in the State of California. The copies of the documents evidencing the formation of Assignee,which have been delivered to City,are true and complete copies of the originals, as amended to the date of this Agreement. Assignee has full right, power and lawful authority to undertake all obligations as provided herein and the execution, performance and delivery of this Agreement by Assignee has been fully authorized by all requisite actions on the part of Assignee. (ii) Assignee's execution, delivery and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Assignee is a party or by which it is bound. (iii) Assignee has not(i)made a general assignment for the benefit of creditors, (ii)filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Assignee's creditors, (iii)suffered the appointment of a receiver to take possession of all, or substantially all, of Assignee's assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Assignee's assets, (v)admitted in writing its inability to pay its debts as they come due, or (vi)made an offer of settlement, extension or composition to its creditors generally. (iv) As of the Effective Date of this Agreement,Assignee owns fee simple title to the Assigned Property. 6. Assignor and Assignee Agreements, Indemnifications and Waivers. Assignor and Assignee hereby acknowledge and agree that City has not made, and will not make, any representation or warranty that the assignment and assumption of the Development Agreement provided for hereunder will have any particular tax implications for Assignor or Assignee. (a) Assignor and Assignee each hereby waives and releases and each hereby agrees to indemnify and hold City harmless from any and all damages,liabilities,causes of action,claims or potential claims against City(including attorneys' fees and costs)arising out of or resulting from the assignment and assumption of the Assigned Rights and Obligations. (b) Assignor acknowledges and agrees that the Assigned Rights and Obligations have been fully assigned to Assignee by this Agreement and,accordingly,that Assignee shall have the exclusive right to assert any claims against City with respect to such Assigned Rights and Obligations. Accordingly, without limiting any claims of Assignee under the Development Agreement related to the Assigned Rights and Obligations, Assignor hereby waives any claims or potential claims by Assignor against City to the extent arising solely out of Assigned Property and/or Assigned Rights and Obligations. (c) For the Term of the Development Agreement, Assignor agrees to and shall indemnify, defend and hold harmless Assignee, 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,expert witness fees,court costs and any and all litigation fees and costs) made against or suffered with regard to any breach by Assignor of the Development Agreement and/or this Agreement ("Assignor Indemnity"). The foregoing Assignor Indemnity shall be binding on Assignor's assignees, successors-in-interest, and any person or entity that takes title to any part of the Property. (d) For the Term of the Development Agreement,Assignee agrees to and 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, 3 damages, costs or expenses (including attorneys' fees, expert witness fees, court costs and any and all litigation fees and costs) made against or suffered with regard to any breach by Assignee of the Development Agreement and/or this Agreement ("Assignee Indemnity"). The foregoing Assignee Indemnity shall be binding on Assignee's assignees, successors-in-interest, and any person or entity that takes title to the Assigned Property. 7. Development Agreement in Full Force and Effect. Except as specifically provided herein with respect to the assignment, all the terms, covenants, conditions and provisions of the Development Agreement are hereby ratified and shall remain in full force and effect. 8. Recording, Assignor shall cause this Agreement to be recorded in the Official Records on the Assigned Property, and shall promptly provide conformed copies of the recorded Agreement to Assignee and City. 9. Successors and Assigns. Subject to the restrictions on transfer set forth in the Development Agreement, all of the terms, covenants, conditions and provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, successors and assigns. 10. Assignee Address for Notices. The address of Assignee for the purpose of notices, demands and communications under Section 8.5 of the Development Agreement shall be: Pulte Home Company, LLC 27401 Los Altos, Suite 400 Mission Viejo, California 92691 Attn: Gregory Tsujimoto Email: Gregory.Tsu'i� motona,PulteGroup.com Pulte Home Company, LLC 27401 Los Altos, Suite 400 Mission Viejo, California 92691 Attn: Donald J. Sajor Email: Don.Sajor@,,PulteGroup.com The City shall send a copy of any Notice of Default under Article 7 of the Development Agreement related to the Property or the Assigned Site to both Assignor and Assignee 11. California Law/Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California, without reference to choice of law provisions. Any legal actions under this Agreement shall be brought only in the Superior Court in Riverside County, State of California. 12. Interpretation. All Parties have been represented by counsel in the preparation and negotiation of this Agreement, and this Agreement shall be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement. Unless the context clearly requires otherwise: (a)the plural and singular numbers shall each be deemed to include the other; (b)the masculine, feminine, and neuter genders shall each be deemed to include the others; (c) "shall," "will," or "agrees" are mandatory, and "may" is permissive; (d) "or" is not exclusive; and(e) "includes" and "including" are not limiting. 4 13. Headings. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions of this Agreement. 14. Severability. Except as otherwise provided herein, if any provision(s) of this Agreement is (are)held invalid, the remainder of this Agreement shall not be affected, except as necessarily required by the invalid provisions, and shall remain in full force and effect unless amended or modified by mutual consent of the Parties. 15. Counterparts. This Agreement may be executed in one or more counterparts,each of which shall be deemed to constitute an original,but all of which,when taken together,shall constitute one and the same instrument, with the same effect as if all of the Parties to this Agreement had executed the same counterpart. 16. City Consent. City is executing this Agreement for the limited purpose of consenting to the form of assignment and assumption agreement pursuant to Article 8 of the Development Agreement and clarifying that there is privity of contract between City and Assignee with respect to the Development Agreement. 17. Effective Date/Amendments. The Effective Date of this Agreement shall be the date upon which Assignee obtains fee title to the Property and delivers evidence of the transfer to City. For the purposes of this Section,the evidence of transfer shall consist of a duly recorded deed and title report. This Agreement shall not be amended except by an agreement in writing signed by the parties hereto or their respective successors-in-interest. IN WITNESS WHEREOF, Assignor,Assignee and City(subject to the limitations set forth in Section 16)have entered into this Agreement as of the date first above written. "ASSIGNOR" WATT COMMUNITIES AT MOSAIC LLC, a California limited liability company, By: Name: y--,�A%-` �E Title: "ASSIGNEE" PULTE HOME COMPANY, LLC, a Michigan limited liability company By: COUNTERPART Name: Title: [Notary Acknowledgments Required] 5 13. Headings. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions of this Agreement. 14. Severability. Except as otherwise provided herein, if any provision(s) of this Agreement is (are) held invalid, the remainder of this Agreement shall not be affected, except as necessarily required by the invalid provisions, and shall remain in full force and effect unless amended or modified by mutual consent of the Parties. 15. Counterparts. This Agreement may be executed in one or more counterparts,each of which shall be deemed to constitute an original,but all of which, when taken together,shall constitute one and the same instrument, with the same effect as if all of the Parties to this Agreement had executed the same counterpart. 16. City Consent. City is executing this Agreement for the limited purpose of consenting to the form of assignment and assumption agreement pursuant to Article 8 of the Development Agreement and clarifying that there is privity of contract between City and Assignee with respect to the Development Agreement. 17. Effective Date/Amendments. The Effective Date of this Agreement shall be the date upon which Assignee obtains fee title to the Property and delivers evidence of the transfer to City. For the purposes of this Section,the evidence of transfer shall consist of a duly recorded deed and title report. This Agreement shall not be amended except by an agreement in writing signed by the parties hereto or their respective successors-in-interest. IN WITNESS WHEREOF,Assignor, Assignee and City (subject to the limitations set forth in Section 16) have entered into this Agreement as of the date first above written. "ASSIGNOR" WATT COMMUNITIES AT MOSAIC LLC, a California limited liability company, COUNTERPART By: Name: Title: "ASSIGNEE" PULTFi O E COKi ,LLC, a Michi 1 mited l ompany By. Name: Darren Warren Title: U+se PFeS!de^I ef-Land [Notary Acknowledgments Required] 5 CITY CITY OF MENIFEE, a political subdivision of State of California, By: Name: AN Q (LLA Title: City Manager (Notar)�Acknowledgment Required] ATTEST: By City Clerk v APPROVED AS TO FORM: B A orney 6 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 OnFrAguQt-4 L, 2oiR before me, PAckukO Notary Public, personally appeared �A rn Soe , who proved to me on the basis of satisfactory evidence to be the person($)whose name( is/am subscribed to the within instrument and acknowledged to me that he/sWth y executed the same in his/ /dt,ir authorized capacity(irs},and that by his/hgrAl air signature( on the instrument the person(ts� or the entity upon behalf of which the personk 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. MURIEL M. PAr]UIN Commission#2119362 Z •''" Notary Public-California z Los Angeles County n Signature My Comm.Expires Jul 24,2019 (Seal) 7 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 / nravlq e- On before me, HWZI*A — s��12 Sbl ���, Notary Public, personally appeared Dow-ro-LA L J,- rr-2r.+ , 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. MAZIAR SANE SOLTANI Notary Public -California z ; Orange County Z Z Commission #2169884 Signature My Comm. Expires Oct 28,2020 (Seal) 8 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 �i�P(S I Q• ) On —f:fb k r 1 7-Dffbefore me, Saffah Notary Public, personally appeared r o Vi* who proved to me bil the basis of satisfactory evidence to be the person(whose name is subscribed to the within instrument and acknowledged to me that sk(e/fl y executed the same in s/ ty�eir authorized capacity(,and that by(Q/l-Kr/tViir signature on the instrument the person( , or the entity upon behalf of which the persono 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. SARAH A.MANWARING WITNESS my hand and official seal. Notary Public-California i a Riverside CountyG� ' V ' ZCommission#2164953 Signatur za, I My Comm.Expires Se 17,2020 1 (Seal) EXHIBIT 1 ASSIGNED PROPERTY LEGAL DESCRIPTION Real property in the City of Menifee, County of Riverside, State of California, described as follows: LOTS 1 THROUGH 63, INCLUSIVE, LOT 65 AND LETTERED LOTS 'A" THROUGH "J", INCLUSIVE,OF TRACT NO. 28206,IN THE CITY OF MENIFEE,COUNTY OF RIVERSIDE,STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 457, PAGES 7 THROUGH 12, INCLUSIVE, OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. APN: 372-050-035-5 9