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Home My WebLink AboutPM 2012-06 - Agreement/Covenant - Subdivision Agreement - Assignment, Delegation and Assumption No. 2 - 8/21/2018 RECORDING REQUESTED BY AND IIIIIIIIIIfIIIIIIIIIIIIIIIIIIIIIIIIIIIIc�IIIIIIII WHEN. RECORDED MAIL TO: FRESNO County Recorder Paul Dictos, C.P.A. City Clerk DDC— 2018-0102554 City of Fresno i Tuesday, AUG 21, 2018 11:49:00 2600 Fresno Street .Fresno, CA 93721-3603 Tt l Pd $0.00 ARcc Gtr## 0050589044 NO FEE-GOVERNMENT CODE 6103 -- — and 27383 City of Fresno Public Works Department P.W. File No. 5494-2012-06 ASSIGNMENT, DELEGATION, AND ASSUMPTION OF SUBDIVISION AGREEMENT PARCEL MAP NO. 2012-06 (No. 2) Assignment of Subdivision Agreement Parcel Map No. 2012-06 Page 2 This Assignment, Delegation and Assumption of Subdivision Agreement Parcel Map No. 2012-06 ("Assignment") is entered into as of this 21-s`�day of (JQr , 2018, by and between G4 ENTERPRISES LTD., LP, a California Limited Partnership ("Owner-Assignor"), DPIF CA 6 FRESNO, LLC, a Delaware Limited Liability ("Owner-Assignee"), and the City of Fresno, a Municipal Corporation ("City")without regard to number or gender. RECITALS WHEREAS, Owner-Assignor G4 ENTERPRISES LTD., LP, a California Limited Partnership and City are parties to that certain Subdivision Agreement Parcel Map No. 2012-06 dated May 26, 2017, recorded June 1, 2017 as Document No. 2017-0068082 in the Official Records of Fresno County, California (collectively, the "Agreement"); and WHEREAS, Owner-Assignor agreed to complete certain improvements defined in said Agreement; and WHEREAS, Owner-Assignor desires to assign the Agreement, including all rights, obligations, and liabilities thereunder to Owner-Assignee and Owner-Assignee desires to assume such from Owner-Assignor, upon the terms and conditions hereunder; and WHEREAS, Owner-Assignee understands that upon assignment of the Agreement hereunder, Owner-Assignee will be responsible for the faithful performance and completion of all improvements required by the Agreement; and WHEREAS, the City is willing to consent to such assignment, delegation, and assumption in the public interest and upon the terms and conditions herein. ASSIGNMENT, DELEGATION, AND ASSUMPTION NOW, THEREFORE, Owner-Assignor, Owner-Assignee and the City mutually agree as follows: 1. Owner-Assignor hereby assigns and delegates all of its rights and responsibilities under the Agreement to Owner-Assignee and Owner-Assignee hereby accepts said assignment and delegation of rights and responsibilities under the Agreement. 2. Owner-Assignee shall provide adequate Performance Security for the completion of the improvements required and defined in the Agreement, in a form and amount set forth on Exhibit A attached hereto, as a substitute for the security provided by Owner-Assignor. The Performance Security shall be maintained in full effect until all requirements of said Subdivision Agreement have been met. 3. The City shall, as soon as possible, but in no event more than thirty (30) days after receipt of satisfactory substitute security in the amount and form described above, release all security submitted by Owner-Assignor for the Agreement and accept in its place the security posted by Owner-Assignee, thus allowing Owner-Assignor to terminate their bonds related to the Agreement. The City shall not be obligated to release any security submitted until such substitute security is received and determined to be in a form reasonably acceptable to the City. 4. The parties agree that this is not a novation with respect to the ultimate responsibility of the Owner-Assignor. As such Owner-Assignee hereby agrees to Z Assignment of Subdivision Agreement Parcel Map No. 2012-06 Page 3 defend, indemnify and hold harmless Owner-Assignor from and against(1)any and all liability that may be asserted by the City of Fresno, the Original Owners or anyone else against, arising out of, or in any way related to the Agreement, and (2) any and all liability that may be asserted by the surety on the performance bond referred to in Paragraph 2 arising out of or in any way related to the Agreement against bond and/or said Agreement. This indemnity and hold harmless agreement shall include any damages, attorneys'fees and costs arising out of the indemnified claims. This indemnity obligation shall remain in place until all obligations underthe Agreement have been complied with and all potential claims related thereto have been fully and finally resolved.. 5. Nothing in this Assignment shall be construed to grant authority for further assignment of the Agreement without written consent of the City. 6. All other terms and conditions of the Agreement shall remain in full force and effect and nothing in this Assignment shall be construed to constitute a novation of the Agreement. 7. The City of Fresno hereby approves and accepts this delegation and assignment. 8. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall be deemed one and the same document. 3 Assignment of Subdivision Agreement Parcel Map No. 2012-06 Page 4 The parties have executed this Assignment on the day and year first written above. CITY OF FRESNO, OWNER-ASSIGNOR a Municipal Corporation G4 ENTERPRISES LTD., LP Public Works Department A California Limited Partnership Scott Mozier, P.E., Director By: G2 MANA ENT, LLC A Calif is Li ited Li i ompany As G eral P rtne By: Andrew J. Benelli .E., Assistant Direc or y: an Y Phil Parnagian APPROVED AS TO FORM: OWNER-ASSIGNEE DOUGLAS T. SLOAN City Attorney DPIF CA 6 FRESNO, LLC, • A Delaware Limited Liability Company By: Dermody Properties Industrial Fund By REIT I, LLC Raterman-Doidge A Delaware Limited Liability Company, Deputy City Attorney Its Sole Member / By: Dermody Properties Industrial Fund Date: l I L.P., A Delaware Limited Partnership, Its Manager By: Dermody GP, LLC, A Delaware Limited Liability Company, Its General Partner br By: ame: /� .� �� DP .!&/y Title: e is 4 C'm (Attach Notary Acknowledgments) 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 FRESNO ) On this 7th day of March 2018, before me, JULIE RUSI I, a Notary.Public, personally appeared DENNIS PARNAGIAN, who 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 executed the same in his authorized capacity and that by his signature on the instrument the person or the entity upon behalf of which lie acted, executed the instrument. I certify under PI.;NALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public JULIE RUSH Commission#2080589 z NotaryPublic-California z Fresno County D My Comm.Expires Se 30,2018 A notary public or other officer completing this certificate verifies. only the identity of the individual who signed the document to which this certif-icate is attached,and not the truthfulness, accuracy or validity of that document. STATE OF CALIFORNIA ) ss. COUNTY OF FRESNO ) On this 7th day of March 2018, before me, JULIE RUSH, a Notary Public, personally appeared PHILIP PARNAGIAN, who 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 executed the same in his authorized capacity and that by his signature on the instrument the person or the entity upon behalf of which Ile 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. Notary Public - ---- --- JULIE RUSH Commission#2080589 Z Notary Public-California i Z Fresno County n My Comm.Expires Sep 30,2018 i Assignment of Subdivision Agreement Parcel Map No. 2012-06 Page 4B STATE OF NEVADA COUNTY OF WASHOE : ss AND NOW,this ' -day of February 2018 before me,the undersigned Notary Public, personally appeared Michael C. Dermody, who acknowledged himself to be the Chairman and Chief Executive Officer of Dermody GP, LLC, a Delaware limited liability company, the general partner of Dermody Properties Industrial Fund L.P., a Delaware limited partnership, the manager of Dermody Properties Industrial Fund REIT I LLC, a Delaware limited liability company, the sole member of DPIF CA 6 Fresno, LLC, a Delaware limited liability company, and that he, as such Chairman and Chief Executive Officer being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the corporation by himself as Chairman and Chief Executive Officer. I certify under PENALTY OF PERJURY under the laws of the State of Nevada that the foregoing paragraph is true and correct. WITNESS my hand and official seal .............................._.......................................................... . "_ KATHRYN ANN PEAK ; Notery Public-State of Nevada _ .. Appoinlrnent Recorded in Washoe County " No:09-10575-2-Expires July 10,2021= ..........................................................................................: No ry Pu is My commission expires: /f —/o ?2/ 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 CLERK'S CERTIFICATION State of California ) County of Fresno ) On August 21, 2018 before me, Cherisea Barnes, Deputy City Clerk, personally appeared, Andrew J. Benelli, P.E., Assistant Director of Public Works of the City of Fresno, 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 YVONNE SPENCE, CMC City Clerk, City of Fresno y of FAEsyo s. By� LI� G�L ,.� Deputy EXHIBIT A Parcel Map No. 2012-06 A. ESTIMATE OF DESCRIPTION AND COST OF THE WORK AND IMPROVEMENTS DESCRIPTION COST Water System Construction Cost Estimate $318,445.00 Sewer System Construction Cost Estimate $0.00 Storm Drain Construction Cost Estimate $128,300.00 Street Construction Cost Estimate $1,200,000.00 SUB-TOTALI $1,646,745.00 10% CONTINGENCY-1 $165,000.00 FINAL COST ESTIMATE*j $1,812,000.00 *Amounts rounded to nearest$1000 The work and improvements, quantities and costs are estimates. The actual extent of the work and improvements shall be established by the construction plans approved by the City Engineer. B. IMPROVEMENT SECURITY REQUIREMENTS(due with subdivision agreement) **Amounts rounded to nearest$100 Performance Security (100% of Final Cost Estimate)"* $1,721,000.00 95%of amount shall be in the form of a Bond by duly authorized corporate sureties 5%of amount shall be in Cash or a Certificate of Deposit $91,000.00 Payment Security (50%of Final Cost Estimate)** 100%of amount shall be in the form of a Bond by duly authorized corporate $906,000.00 sureties C. WARRANTY SECURITY(due as condition of acceptance of the work)** 5%of first$50,000 of the Final Cost Estimate $3,000.00 3%of next$50,000 $2,000.00 1%of next$400,000 $4,000.00 0.5%of amount over$500,000 $6,600.00 Minimum Amount 1 $15,600.00