2005 - 31874-1 Taylor Woodrow Homes - Assignment & Assumption SIA - On-Site & Off-Site ImprovASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO
SUBDIVISION IMPROVEMENT AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT AND AMENDMENT TO
SUBDIVISION IMPROVEMENT AGREEMENT ("Assignment & Amendment") is made and
entered into as of theriday of , 20a_s' by and among the CITY OF LA QUINTA, a
municipal corporation of the State of 0alifornia ("City"), Stonefield La Quinta I, LLC, a
California Limited Liability Company ("Assignor"), and Taylor Woodrow Homes, Inc, a
California Corporation ("Assignee").
RECITALS
A. City and Assignor entered into that certain Subdivision Improvement Agreement,
dated January 20, 2005 ("SIA"), pursuant to which Assignor, as the "Subdivider" defined in the
SIA, agreed to plan for, install, and construct certain public and/or private improvements on
Tract No. 31874-1 ("Tract"), as more fully described in Exhibit "A" of the SIA
("Improvements").
B. Assignor desires to sell its interest in the Tract to Assignee. In conjunction with
such transfer, Assignor desires to assign the SIA, and all of Assignor's rights and obligations
thereunder, to Assignee and Assignee desire to assume Assignor's position with respect to the
SIA and of Assignor's rights and obligations under the SIA subject to the terms of this
Assignment & Amendment.
C. In connection with the foregoing described assignment and assumption, the City
and Assignee have agreed to certain modifications to the SIA as set forth herein to be effective
upon full execution of this Assignment & Amendment by all the parties hereto.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing Recitals and the covenants and
promises hereinafter contained, and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Assignment and Assumption. Assignor hereby transfers and assigns to Assignee
all of the Assignor's rights, title, and interest in and to, and obligations under, the SIA, and
Assignee hereby assumes all rights, title, and interest in and to, and obligations under, the SIA.
City hereby consents to the foregoing assignment and assumption.
975/015610-0002
311653.02 a04/28/05
2. Replacement of Improvement Security. Pursuant to the SIA, Assignor has
furnished the City security for the Improvements in the form of -
(a) A Letter of Credit in the amount of $9,800,000.00 for the following improvements:
(i) On -site Improvements (Performance and Labor & Material)
1. Rough Grading/PM I O/Clear and Grub
2. Street Improvements
3. Domestic Water
4. Sanitary Sewer
5. Dry Utilities
6. Monumentation
7. 10% Standard Contingency
8. 10% Professional Fees
9. 10% Construction Fees
10. 25% No Plans Contingency
(ii) Off -site Improvements (Performance and Labor & Material)
1. Street
2. Domestic Water
3. 8ft Meandering Sidewalk
4. 6ft Block wall
5. Perimeter Landscaping
6. Raised Median
7. Traffic Signal
8. Monumentation (Labor & Material not required)
9. 10% Standard Contingency
10. 10% Professional Fees
11 10% Construction Fees
12. 25% No Plans Contingency
For purposes of this Assignment & Assumption, such security in the aggregate shall be
hereinafter referred to as "Improvement Security." Assignee hereby warrants that within five (5)
days of this executed Assignment and Amendment, it shall replace Assignor's Improvement
Security with security of its own in an amount equal to the Improvement Security, unless the
City otherwise determines at its discretion and in writing that such security can be issued at a
lesser amount. Assignee's security shall be in full compliance with the terms and conditions
stated in the SIA for such security. The City agrees that upon receipt of evidence that Assignee
has obtained such new security in a form satisfactory to the City, the City shall release the
Original Subdivider's Improvement Security.
975/015610-0002 -2-
311653.02 a04/28/05
3. Solvencv. As a material inducement to the City to enter into the Assignment &
Assumption, Assignor hereby represents and warrants to City, and City hereby relies on
Assignor's representation and warranty, that Assignee is solvent and has the financial capability
of fulfilling each and every obligation and duty it takes on by way of this Assignment &
Assumption. In the event that the Assignee fails to perform its obligations and duties in the
manner and time frame provided for in the SIA, and the City incurs any costs in pursuing the
Improvement Security, or if the Improvement Security is unavailable or insufficient to complete
the on -site improvements, then Assignor shall, at its sole expense, complete the Improvements
and reimburse the City for any and all costs incurred by the City in connection with enforcing or
attempting to enforce the obligations it is assigning to Assignor.
4. Incorporation of SIA Provisions. The SIA, and each provision therein, unless
otherwise modified in writing, is incorporated in this Assignment & Amendment in its entirety
and Assignee agrees and warrants that it assumes and is bound by each obligation found in the
SIA in the same manner as Assignor prior to this assignment.
[Signature on Following Page]
975/015610-0002 _3
311653.02 a04/28/05
IN WITNESS WHEREOF, the parties hereto have executed this Assignment &
Amendment on — day of , 20_.
CITY: City of La Quinta
78-495 Calle Tampico
La Quinta, CA 92253
(760) 777-7075
ASSIGNOR: STONEFIELD LA QUINTA I, LLC
By Stonefield Development,
Its: Robert C. Pack, President
ASSIGNEE: Taylor Woodrow Homes, Inc.,
a California corporation
Its: 1 yice Pres f dpnt/gf Land & Planning
1g- dos
Date
5/"-3105
Date
05/05/2005
Date
975/015610-0002 -4-
311653.02 a04/28/05
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
State of California
County of Orange
On 02CXD!S before me, Chris L. McPherson, Notary Public,
personally appeared 0, �(
personally known to me to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized capacity,
and that by his signature on the instrument the person, or the entity upon behalf of which
the person acted, executed the instrument.
r�ESS my hand and�oicial s 1.
Con�aiMon +► t �i�l0�
Nobly Nft • CONON"
Mvco�. ��►
Notary Seal
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
Attached to:
Assignment and Assumption Agreement and Amendment to
Subdivision Improvement Agreement
State of California
County of Orange
On May 5, 2005 before me, Rebecca S. Nall, Notary Public,
personally appeared Andrew J. Jarvis
"'A personally known to me - OR -
WITNESS my hand and official seal.
E 1
"'3' na
Rebecca S. Nall, Notary public
❑ proved to me on the basis of
satisfactory evidence to be the
person whose name is
subscribed to the within
instrument and acknowledged to
me that he/she executed the
same in his/her authorized
capacity, and that by his/her
signature on the instrument the
person, or the entity upon behalf
of which the person acted,
executed the instrument.
aBEccA S. wAu
COnVnbdW N 1427696
OKNW County
My Comm. Ekes Jul 11, 2007
ACTION BY THE BOARD OF DIRECTORS
-- OF -
TAYLOR WOODROW HOMES, INC.
BY UNANIMOUS WRITTEN CONSENT WITHOUT A MEETING
The undersigned, as members of the Board of Directors of TAYLOR WOODROW
HOMES, INC., a corporation organized under the General Corporation Law of California (the
"Corporation"), being all of the members of such Board as presently constituted, do by this
writing consent to the following action and adopt the following resolution:
RESOLVED, that the following persons are elected to the office or offices set .forth
opposite their respective names, to hold such office until their earlier death, resignation
or removal:
Michael R. Forsum
President
Vickie Nyland
Vice President, Chief Financial Officer and Treasurer
Donald D. Steffensen, Jr.
General Counsel and Secretary
William E. Reed
President, Northern California Division
Gregory S. Balen
Vice President, Southern California Division
Gilbert J. Miltenberger
Vice President, Southern California Division
Jeff Geist
Northern California Vice President of Operations
Karen Mosich
Southern California Vice President, Controller and
Assistant Secretary
Barbara J. Stowers
Southern California Vice President of Sales & Marketing
Andrew J. Jarvis
Southern California Vice President of Land and Planning
Daniel Armstrong
Southern California Director of Purchasing
Margaret Dade
Northern California Director of Purchasing
Mary Beth Lassman
Northern California Division Controller and Assistant
Secretary
u.
RESOLVED FURTHER, that any existing officers of the Corporation previously elected
by the Board by any prior action
which are not set forth above are hereby removed and
any authority granted to such
officers by any prior Board action is hereby revoked;
RESOLVED FURTHER, that Michael R. Forsum, Vickie Nyland, and Donald D.
Steffensen, Jr., in their respective capacities as officers of the Corporation, acting alone
or jointly, be, and they hereby are, authorized and directed to execute all documents and
to take such action as they may deem necessary or advisable in order to carry out and
perform the purposes of the Corporation and these resolutions;
RESOLVED FURTHER, that William E. Reed and Mary Beth Lassman, in their
respective capacities as officers of the Corporation, acting alone or jointly with other
officers of the Corporation, be, and they hereby are authorized to execute on behalf of
the Corporation any and all documents and to take such action as they may deem
necessary or advisable in order to carry out the purposes of the Corporation and these
resolutions as same may be related to the business, management and operation of the
Northern California division of the Corporation;
RESOLVED FURTHER, that Gregory S. Balen, Gilbert J. Miltenberger and Karen
Mosich, in their respective capacities as officers- of the Corporation, acting alone or
jointly with other officers of the Corporation, be, and they hereby are authorized to
execute on behalf of the Corporation any and all documents and to take such action as
they may deem necessary or advisable in order to carry out the purposes of the
Corporation and these resolutions as same may be related to the business,
management and operation of the Southern California division of the Corporation;
RESOLVED FURTHER, that Andrew J. Jarvis, in his capacity as Southern California
Vice President of Land and Planning of the Corporation, acting alone orjointly with other
officers of the Corporation, is hereby authorized to execute on behalf of the Corporation
any and all agreements and documents relating to the acquisition and development of
land by the Corporation in Southern California, including but not limited to, letters of
intent, land purchase and sale agreements, grant deeds, easements, development
agreements, improvement agreements, consultant agreements, bonds, agreements with
public agencies and public utilities, California Department of Real Estate documents,
homeowner association documents, escrow documents, maps, lot line adjustments,
permits, plans and applications and any addenda and amendments respectively related
thereto, and shall bind the Corporation in all such respects;
RESOLVED FURTHER, that Jeff Geist, in his capacity as Northern California Vic
President of Operations of the Corporation, acting alone or jointly with other officers of
the Corporation, is hereby authorized to execute on behalf of the Corporation any and.all
agreements and documents relating to the purchasing and construction to be performed
by the Corporation in Northern California, including by not limited to, general
construction agreements, on -site and off -site subcontract agreements, change orders,
consultant agreements, bonds, purchase orders, California Department of Real Estate
documents, homeowner association documents and any addenda and amendments
respectively related thereto, and shall bind the Corporation in all such respects;
RESOLVED FURTHER, that Barbara J. Stowers, in her capacity as Southern California
Vice President of Sales & Marketing of the Corporation, acting alone orjointly with other
officers of the Corporation, is hereby authorized to execute on behalf of the Corporation
any and all agreements and documents relating to the sale of homes constructed in
Southern California by the Corporation, including but not limited to purchase and sale
agreements, Design Center Options Agreements, Landscape and Hardscape Options
Agreements, Salesperson Employment Agreements, escrow documents, grant deeds,
easements, California Department of Real Estate documents, homeowner association
documents and any addenda and amendments respectively related thereto, and shall
bind the Company in all such respects
RESOLVED FURTHER, that Daniel Armstrong, in his capacity as Southern California
Director of.Purchasing of the Corporation, acting alone orjointly with other officers of the
Corporation, is hereby authorized to execute on behalf of the Corporation any and all
agreements and documents relating to the purchasing and construction to be performed
by the Corporation in Southern California, including by not limited to, on -site and .off -site
subcontract agreements, change orders, consultant agreements, purchase orders and
any addenda and amendments respectively related thereto, and shall bind the
Corporation in all such respects; and
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RESOLVED FURTHER, that Margaret Dade, in her capacity as Northern California
Director of Purchasing of the Corporation, acting alone orjointly with other officers of the
Corporat+on, is hereby authorized to execute on behalf of the Corporation any and all
agreements and documents relating to the purchasing and construction to be performed
by the Corporation in Northern California, including by not limited to, on -site and off -site
subcontract agreements, change orders, consultant agreements, purchase orders and
any addenda and amendments respectively related thereto, and shall bind the
Corporation in all such respects
The Directors execute this Consent pursuant to the Corporations Code of the State of
California and the Bylaws of this Corporation that authorize the taking of action by unanimous
written consent without a meeting.
DATED: February 28 , 2003
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