PURCHASE AND SALE AND ASSIGNMENT AGREEMENT …

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PSA Germania Hall/1391935.doc 2/27/2017 DRAFT--Contact the Office of the City Clerk at (408)535-1260 or [email protected] for final document.

PURCHASE AND SALE AND

ASSIGNMENT AGREEMENT [Germania Hall – Participation Interest]

This Purchase and Sale and Assignment Agreement (“Agreement”) is entered

into as of this ___ day of ________________, 2017, by and between the Successor

Agency to the Redevelopment Agency of the City of San Jose (“Seller” or “Successor

Agency”) and Buyer as more particularly identified on the last page of this Agreement.

RECITALS

A. Pursuant to that certain Owner Participation Agreement (“OPA”) dated June

9, 2000 (“OPA”) by and between the Redevelopment Agency of the City of San Jose

(“Agency”) and Germania Verein, a California non-profit corporation (“Developer”),

Developer rehabilitated certain real property located at 261 North Second Street in San

Jose, California (“Real Property”).

B. The OPA provided, among other things, for Developer to rehabilitate certain

improvements on the Real Property which were substantially damaged by a fire (the

“Project”).

C. Pursuant to the OPA and in furtherance of the Project, the Agency and the

Developer entered into that certain Declaration of Covenants and Restrictions Affecting

Real Property dated September 25, 2001 (“CC&Rs”), which was recorded against the

Property on October 1, 2001 as Document No. 15891076 in the Official Records of Santa

Clara County. A copy of the CC&Rs is attached hereto as Exhibit A.

D. Pursuant to Section II (1) of the CC&Rs, the Developer agreed to pay

Agency a participation payment (“Revenue Sharing Payment”) equal to the excess over

$50,000 (“Base Amount”) of the rent payments received by Developer for the restaurant

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space constructed in the Project for a period of thirty (30) years from the date of

recordation of the CC&Rs.

E. On June 28, 2011, the Governor signed into law ABX1 26, which provided

for the dissolution and winding down of redevelopment agencies throughout the State of

California. AB X1 26 was subsequently amended by Assembly Bill 1484 and Senate Bill

107 (collectively, as amended, “Dissolution Legislation”).

F. On January 24, 2012, pursuant to the Dissolution Legislation, the City of

San Jose elected to be the Successor Agency to the Agency to administer the

dissolution and winding down of the Agency. On February 1, 2012, pursuant to the

Dissolution Legislation, the Agency was dissolved by operation of law, and, upon

dissolution, all assets, properties and contracts of the Agency, including the CC&Rs with

the right to receive the Revenue Sharing Payment, were transferred, by operation of

law, to the Successor Agency pursuant to the provisions of Health and Safety Code

§34175 (b).

G. Buyer now desires to purchase from Seller, and Seller desires to sell to

Buyer, Seller’s right to receive the Revenue Sharing Payment pursuant to the CC&Rs, on

the terms and conditions contained in this Agreement. For purposes of this Agreement,

the term “Seller’s right to receive the Revenue Sharing Payment pursuant to Section II of

the CC&Rs” shall be referred to herein as “Property”.

NOW, THEREFORE, for valuable consideration, and subject to all terms and

conditions hereof, Buyer and Seller agree as follows:

1. PURCHASE AND SALE. Pursuant to the terms and conditions contained

in this Agreement, Seller hereby agrees to sell the Property to Buyer and, Buyer hereby

agrees to purchase the Property from Seller.

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2. PURCHASE PRICE. The purchase price (“Purchase Price”) for the

Property shall be ____________________________________________ Dollars

($_______________), payable by Buyer to Seller in cash at the Closing (as defined in

Section 3B below). A non-refundable deposit equal to ten percent (10%) of the Purchase

Price shall be deposited into escrow by Buyer within five (5) days after execution of this

Agreement by Seller and delivery to Buyer (“Deposit”). At the close of escrow, the

Deposit shall be applied to the Purchase Price. Notwithstanding the above, if any of the

conditions to closing set forth in Section 4 are not satisfied and escrow fails to close as a

result thereof, the Deposit shall be fully refundable to Buyer.

3. ESCROW.

A. Opening of Escrow. Buyer has opened an escrow at the offices of

First American Title Company (“Escrow Holder”) at 1737 North First Street, San Jose,

California. Upon mutual execution of this Agreement, Buyer and Seller shall deliver a

fully executed copy of this Agreement to Escrow Holder.

B. Closing Date. Escrow shall within thirty (30) days after satisfaction

of the Condition to Closing set forth in Section 4 B (i). For purposes of this Agreement,

the closing date (“Closing Date” or “Closing”) shall mean the date on which a

Memorandum and Assignment (as defined in Section 4 A (i) below) is recorded in the

Santa Clara County Recorder’s Office.

C. Accommodation. Escrow Holder has been requested to record the

Memorandum and Assignment as defined in Section 4 (a) (i) below as an

accommodation for the benefit of the parties and it is understood that Escrow Holder will

act as a courier in requesting the recording of the Memorandum and Assignment

without benefit of examination of any documents or title to any property purportedly

affected thereby by Escrow Holder; and the parties acknowledge that Escrow Holder

derives no direct or indirect benefit from the recording of the Memorandum and

Assignment. In consideration of Escrow Holder’s requesting the recording of the

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Memorandum and Assignment hereunder and the delivery of the Notice of Assignment

as defined in Section 4 (a) (ii) below (collectively, “Transaction Documents”), the parties

hereby waive and release Escrow Holder from any and all claims arising out of the

Transaction Documents and agree to hold harmless, protect and indemnify Escrow

Holder from and against any and all liabilities, losses, damages, expenses and charges,

including but not limited to attorney's fees and expenses of litigation, which may be

sustained or incurred by Escrow Holder in any way relating to, or arising directly or

indirectly out of the accommodation recording requested by the parties hereunder,

including any claim arising from or based upon or growing out of Escrow Holder’s

passive negligence in connection with the Transaction Documents.

4. CONDITIONS TO CLOSING.

A. Buyer’s Conditions to Closing. Close of Escrow and Buyer’s

obligation to purchase the Property pursuant to this Agreement are subject to the

satisfaction of the following conditions at or prior to Closing:

(i) Delivery of Transaction Documents. Seller shall have

executed and deposited into Escrow in recordable form, if applicable, the following

documents:

(a) A Memorandum and Assignment of CC&Rs attached hereto

as Exhibit B (“Memorandum and Assignment”).

(b) A Notice of Assignment in the form attached hereto as

Exhibit C.

(ii) No Default. Seller shall not be in material default of Seller’s

obligations under this Agreement, and all of Seller’s representations and warranties

contained herein shall be true as of the Close of Escrow.

(iii) Estoppel Certificate. Prior to satisfaction of the Seller’s

Condition to Closing set forth in Section 4 B (i), Seller shall use good faith efforts to

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obtain an estoppel certificate (“Estoppel”) from the current owner of the Real Property

(“Owner”), wherein the Owner certifies substantially the following information: (i) The

Owner is the current owner of the Real Property; (ii) The Real Property is subject to the

terms of the CC&Rs; (iii) The CC&Rs are in full force and effect and, if applicable, list

any amendments; (iv) The Commencement Date of the CC&Rs, (v) That the Owner is

not aware of any outstanding defaults under the CC&Rs or any current or future event

which would impact the Owner’s obligation to make the Revenue Sharing Payment

under the CC&Rs, (vi) That the Owner has not prepaid or otherwise paid in advance

any portion of the Revenue Sharing Payment, and (vii) That the Owner does not have,

nor is the Owner aware of, any claim, offset or deduction from or against the Revenue

Sharing Payment.

If the conditions to Buyer’s obligations set forth above fail to occur at or

before the Closing Date through no fault of Buyer, then Buyer may cancel the Escrow,

terminate this Agreement, and recover any amounts paid by Buyer to the Escrow Holder

toward the Purchase Price.

B. Seller’s Condition to Closing. Close of Escrow and Seller’s

obligation to sell the Property to Buyer pursuant to this Agreement, are subject to the

satisfaction of the following conditions at or prior to Closing:

(i) Authorization to Sell. Prior to the Closing, Seller shall have

obtained any and all authorizations and approvals necessary to sell the Property

pursuant to the Dissolution Legislation.

(ii) No Default. Buyer shall not be in material default of Buyer’s

obligations under this Agreement, including, but not limited to, Buyer’s obligation to

deliver the Purchase Price into escrow on or before the Closing Date.

If the conditions above have not been satisfied or waived by Seller at or

before the Closing Date through no fault of Seller, then Seller may, upon written notice

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to Buyer, cancel the Escrow, terminate this Agreement, and recover any documents

delivered to the Escrow Holder pursuant to this Agreement.

5. REPRESENTATIONS AND WARRANTIES.

A. Buyer hereby represents and warrants to Seller that (i) it has the

legal power, right and authority to enter into this Agreement and the instruments

referenced herein, and to consummate the transactions contemplated hereby; (ii) all

requisite action (corporate, trust, partnership or otherwise) has been taken by Buyer in

connection with entering into this Agreement and the instruments referenced herein,

and the consummation of the transactions contemplated hereby; and (iii) no consent of

any other party is required.

B. Except as provided in Section 4 B (i) above, Seller hereby

represents and warrants to Buyer that (i) it has the legal power, right and authority to

enter into this Agreement and the instruments referenced herein, and to consummate

the transactions contemplated hereby; (ii) all requisite action (corporate, trust,

partnership or otherwise) has been taken by Seller in connection with entering into this

Agreement and the instruments referenced herein, and the consummation of the

transactions contemplated hereby; and (iii) no consent of any other party is required.

C. Seller hereby represents and warrants to Buyer that (i) Seller owns

the Property and has not previously transferred the Property or any interest therein; (ii)

there are no options to purchase, rights of first refusal or other contracts for sale of the

Property or any interest therein; and (iii) there are no liens or other claims against the

Property.

6. NO REPRESENTATIONS OR WARRANTIES. EXCEPT AS

EXPRESSLY SET FORTH IN SECTION 5 C ABOVE, IT IS UNDERSTOOD AND

AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY

WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER,

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EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY. BUYER HAS NOT

RELIED AND WILL NOT RELY ON, AND SELLER IS NOT LIABLE FOR OR BOUND

BY, ANY EXPRESS OR IMPLIED WARRANTIES, GUARANTIES, STATEMENTS,

REPRESENTATIONS OR INFORMATION PERTAINING TO THE PROPERTY OR

RELATING THERETO MADE OR FURNISHED BY SELLER OR ANY AGENT

PURPORTING TO REPRESENT SELLER.

BUYER REPRESENTS TO SELLER THAT BUYER HAS

CONDUCTED, OR WILL CONDUCT PRIOR TO CLOSING, SUCH INVESTIGATIONS

OF THE PROPERTY AS BUYER DEEMS NECESSARY OR DESIRABLE TO

SATISFY ITSELF AS TO THE CONDITION AND VALUE OF THE PROPERTY, AND

WILL RELY SOLELY UPON SAME AND NOT UPON ANY INFORMATION

PROVIDED BY OR ON BEHALF OF SELLER OR ITS AGENTS, OTHER THAN SUCH

REPRESENTATIONS AND WARRANTIES OF SELLER AS ARE EXPRESSLY SET

FORTH IN THIS AGREEMENT. UPON CLOSING, SUBJECT TO SUCH

REPRESENTATIONS AND WARRANTIES OF SELLER AS ARE EXPRESSLY SET

FORTH IN THIS AGREEMENT, BUYER SHALL ASSUME ANY AND ALL RISKS

RELATED TO THE PROPERTY, INCLUDING BUT NOT LIMITED TO, ANY MATTERS

WHICH MAY NOT HAVE BEEN REVEALED BY BUYER'S INVESTIGATIONS AND

DUE DILIGENCE, AND BUYER, UPON CLOSING, SHALL BE DEEMED TO HAVE

WAIVED, RELINQUISHED AND RELEASED SELLER (AND SELLER'S OFFICERS,

DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) FROM AND

AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION (INCLUDING

CAUSES OF ACTION IN TORT), LOSSES, DAMAGES, LIABILITIES, COSTS AND

EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) OF ANY AND EVERY

KIND OR CHARACTER, KNOWN OR UNKNOWN, WHICH BUYER MIGHT HAVE

ASSERTED OR ALLEGED AGAINST SELLER (AND SELLER'S OFFICERS,

DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) AT ANY TIME BY

REASON OF, OR ARISING OUT OF, THE PROPERTY OR ANY ACTS, OMISSIONS,

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EVENTS, CIRCUMSTANCES OR MATTERS REGARDING THE PROPERTY

EXISTING AT OR OCCURRING PRIOR TO CLOSING. IN CONNECTION

THEREWITH, BUYER EXPRESSLY WAIVES ALL RIGHTS UNDER CALIFORNIA

CIVIL CODE SECTION 1542, WHICH PROVIDES THAT:

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE

CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT

THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER

MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE

DEBTOR”;

THE COVENANTS SET FORTH IN THIS SECTION SHALL SURVIVE CLOSE

OF ESCROW AND DELIVERY OF THE MEMORANDUM AND ASSIGNMENT.

7. CLOSING OF ESCROW.

A. Delivery of Documents and Payment. At or prior to Closing, Seller

shall deposit into Escrow (i) a Memorandum and Assignment in the form attached

hereto as Exhibit B, properly executed and acknowledged by Seller, in favor of Buyer,

(ii) a Notice of Assignment in the form attached hereto as Exhibit C, properly executed

by Seller; and (iii) if applicable, the Estoppel. At or prior to Closing, Buyer and Seller

shall have each deposited into Escrow any supplemental escrow instructions necessary

to close this Escrow. Escrow Holder shall deliver to Seller the Purchase Price, when (1)

Escrow Holder holds, and is able to record, the Memorandum and Assignment and

Escrow Holder holds and is able to deliver the Notice of Assignment and Estoppel, if

applicable, to the Developer at the address provided therein, and (3) the conditions

specified in Section 4 have been satisfied or waived.

B. Recordation and Delivery. At the Closing, Escrow Holder shall (1)

forward the Memorandum and Assignment to the recorder for recordation, and (2)

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deliver the Notice of Assignment and the Estoppel, if applicable,to the Developer, and

(3) deliver the Purchase Price to Seller.

8. BROKERS. Seller and Buyer hereby represent to each other that there

are no brokers, finders, or other persons entitled to a commission, finder's fee or other

payment in connection with this Agreement. Buyer and Seller hereby agree to

indemnify, defend, protect, and hold the other harmless from and against any claims,

liabilities, or damages for commissions or finder's fees brought by any third party who

has dealt or claims to have dealt with the indemnifying party pertaining to the Property.

9. GOVERNING LAW. This Agreement shall be construed and enforced in

accordance with the applicable laws of the State of California.

10. PRORATION. Buyer and Seller acknowledge that under the CC&Rs, the

Revenue Sharing Payments are payable by the Developer in arrears within thirty (30)

days following the end of each applicable twelve (12) month lease period. The next

payable Revenue Participation Payment shall be prorated upon receipt such that the

Seller is entitled to that portion of the Revenue Participation Payment attributable to the

period prior to Closing (based on the actual number of days from the commencement of

the applicable twelve (12) month lease period to the Close of Escrow) and the Buyer is

entitled to that portion attributable to the period after Closing. Within thirty (30) days of

receipt by Buyer of the next payable Revenue Participation Payment, if any, Buyer shall

calculate the proration described above and shall remit to Seller the prorated amount,

together with a statement showing Buyer’s calculation of such proration. Buyer’s

obligation to pay the prorated amount described above to Seller shall survive the Close

of Escrow.

11. CLOSING COSTS. Buyer and Seller shall split equally any escrow fees or

recording costs incurred in connection with this escrow.

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12. NOTICES. All notices or other communications required or permitted

hereunder shall be in writing, and shall be personally delivered, sent by national

overnight courier service, sent by facsimile transmission, if also sent by one of the other

methods provided in this Section, or sent by registered or certified mail, first class

postage prepaid, return receipt requested, and shall be deemed received upon the

earlier of (i) the date of delivery to the address of the person to receive such notice, (ii)

the date of the facsimile transmission, or (iii) three (3) business days after the date of

posting with the United States Postal Service at the following addresses:

To Buyer:

At the Address as set forth on the Signature Page

To Seller: Successor Agency 200 East Santa Clara Street, 13th Fl Tower San Jose, CA 95113 Attention: Managing Director

With a Copy To: Office of City Attorney 200 East Santa Clara Street, 16th Fl Tower San Jose, CA 95113 Attention: City Attorney

To Escrow Holder: First American Title Company 1737 N. First Street, San Jose, California 95110 Attention: Linda Tugade

Any party to this Agreement may change its address for receipt of notices by

giving notice of such change to the other party in the manner set forth in this Section.

Neither the rejection of a notice by the addressee or the inability to deliver a notice

because of a change of address for which no change of address notice was received,

shall affect the date on which such notice is deemed received.

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13. MISCELLANEOUS.

A. Time. Time is of the essence of this Agreement with respect to

each and every provision hereof in which time is a factor.

B. Entire Agreement. This Agreement, including the Exhibits attached

hereto, contains the entire agreement between the parties pertaining to the subject

matter hereof and fully supersedes any and all prior agreements and understandings

between the parties. No change in, modification of or amendment to this Agreement

shall be valid unless set forth in writing and signed by all of the parties subsequent to

the execution of this Agreement.

C. Further Assurances. Each of the parties agrees that it will without

further consideration execute and deliver such other documents and take such other

action, whether prior or subsequent to the Closing Date, as may be reasonably

requested by the other party to consummate more effectively the purposes or subject

matter of this Agreement.

D. Successors. Subject to the provisions of this Agreement, this

Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and

their respective heirs, executors, representatives, successors and assigns.

E. Severability. In the event any provision of this Agreement shall be

determined by a court of competent jurisdiction to be invalid or unenforceable, such

invalidity or unenforceability shall be effective only to the extent of such determination

and shall not prohibit or otherwise render ineffective any other provision of this

Agreement.

F. Exhibits. References herein to exhibits are to Exhibit A, Exhibit B

and Exhibit C attached hereto, which exhibits are hereby incorporated by reference.

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G. Counterparts. This Agreement may be executed in counterparts,

each of which shall be deemed an original, but all of which together shall constitute one

and the same instrument. Signature pages may be detached from the counterparts and

attached to a single copy of this Agreement to physically form one document.

IN WITNESS WHEREOF, Buyer and Seller have executed this Agreement as of

the date first written above.

SELLER

SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY

APPROVED AS TO FORM: OF THE CITY OF SAN JOSE ____________________________ ________________________________ Senior Deputy City Attorney Managing Director

BUYER _____________________________ _____________________________ _____________________________ Dated:_______________________ BUYER’S ADDRESS: _____________________________ _____________________________ _____________________________

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ACCEPTANCE BY ESCROW HOLDER FIRST AMERICAN TITLE COMPANY By: ________________________ Name: _____________________ Title: ______________________ Escrow Opens: _______________, 2017

Page 1 of 13 1391935.doc EXHIBIT A 5/12/2017

EXHIBIT A CC&Rs













Page 1 of 4 1391935.doc EXHIBIT B 5/12/2017

EXHIBIT B

FORM OF MEMORANDUM AND ASSIGNMENT

When recorded mail to: _____________________ _____________________ _____________________ _____________________

MEMORANDUM AND ASSIGNMENT OF INTEREST IN

DECLARATION OF COVENANTS AND RESTRICTIONS AFFECTING REAL PROPERTY

This Memorandum and Assignment of Interest in Declaration of Covenants and

Restrictions Affecting Real Property (“Memorandum”) is entered into as of this _______

day of ______________, 2017 (“Effective Date”), by and between the Successor

Agency to the Redevelopment Agency of the City of San Jose (“Successor Agency”)

and _____________________________________________ (“Assignee”) with respect

to that following:

RECITALS

A. Pursuant to that certain Owner Participation Agreement (“OPA”) dated June

9, 2000 (“OPA”) by and between the Redevelopment Agency of the City of San Jose

(“Agency”) and Germania Verein, a California non-profit corporation (“Developer”),

Developer rehabilitated certain real property located at 261 North Second Street in San

Jose, California as more particularly described on Exhibit A attached hereto (“Real

Property”).


B. The OPA provided, among other things, for Developer to rehabilitate certain

improvements on the Real Property which were substantially damaged by a fire (the

“Project”).

C. Pursuant to the OPA and in furtherance of the Project, the Agency and the

Developer entered into that certain Declaration of Covenants and Restrictions Affecting

Real Property dated September 25, 2001 (“CC&Rs”), which was recorded against the

Property on October 1, 2001 as Document No. 15891076 in the Official Records of Santa

Clara County.

D. Pursuant to Section II (1) of the CC&Rs, the Developer agreed to pay

Agency a participation payment (“Revenue Sharing Payment”) equal to the excess over

$50,000 (“Base Amount”) of the rent payments received by Developer for the restaurant

space constructed in the Project for a period of thirty (30) years from the date of

recordation of the CC&Rs.

E. On June 28, 2011, the Governor signed into law ABX1 26, which provided

for the dissolution and winding down of redevelopment agencies throughout the State of

California. AB X1 26 was subsequently amended by Assembly Bill 1484 and Senate Bill

107 (collectively, as amended, “Dissolution Legislation”).

F. On January 24, 2012, pursuant to the Dissolution Legislation, the City of

San Jose elected to be the Successor Agency to the Agency to administer the

dissolution and winding down of the Agency. On February 1, 2012, pursuant to the

Dissolution Legislation, the Agency was dissolved by operation of law, and, upon

dissolution, all assets, properties and contracts of the Agency, including the CC&Rs with

the right to receive the Revenue Sharing Payment, were transferred, by operation of

law, to the Successor Agency pursuant to the provisions of Health and Safety Code

§34175 (b).

G. Buyer now desires to purchase from Successor Agency, and Successor

Agency desires to sell to Buyer, Successor Agency’s right to receive the Revenue Sharing


Payment pursuant to Section II of the CC&Rs, on the terms and conditions contained in

this Agreement. For purposes of this Agreement, the term “Successor Agency’s right to

receive the Revenue Sharing Payment pursuant to the CC&Rs” shall be referred to herein

as “Property”.

H. On ______________________, 2017, Successor Agency and Transferee

entered into a Purchase and Sale and Assignment Agreement, whereby Successor

Agency agreed to sell, and Buyer agreed to acquire, Successor Agency’s right to receive

the Revenue Sharing Payment pursuant to the CC&Rs.

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby

acknowledged, Successor Agency and Assignee hereby agree as follows:

1. Assignment. As of the Effective Date, Successor Agency hereby assigns,

transfers and conveys to Assignee, Successor Agency’s right to receive the Revenue

Sharing Payment pursuant to the CC&Rs.

2. Acceptance and Assumption. As of the Effective Date, Assignee hereby

accepts the assignment of Successor Agency’s right to receive the Revenue Sharing

Payment pursuant to the CC&Rs.

3. Memorandum. This Memorandum shall provide notice that the Successor

Agency has hereby transferred its right to receive the Revenue Sharing Payment

pursuant to the CC&Rs and Transferee has accepted such assignment.

4. Miscellaneous. This Memorandum may be executed in counterparts, and

all such executed counterparts shall comprise one fully executed original. This

Memorandum shall be binding upon and inure to the benefit of the parties hereto and,

their respective legal representatives, successors and assigns; shall be governed by

and construed in accordance with the laws of the State of California applicable to

agreements made and to be wholly performed within said State; and may not be


modified or amended in any manner other than by a written agreement signed by the

party to be charged therewith.

IN WITNESS HEREOF, the parties have executed this Memorandum on the date

set forth above.

SUCCESSOR AGENCY

SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY

APPROVED AS TO FORM: OF THE CITY OF SAN JOSE ____________________________ ________________________________ Thomas Murtha Richard Keit Senior Deputy City Attorney Managing Director TRANSFEREE _____________________________, a California _____________________ By: _____________________________ Its: _____________________________ By: _____________________________ Its: _____________________________

1391935.doc 5/12/2017

1391935.doc 5/12/2017

Page 1 of 1 1391935.doc EXHIBIT C 5/12/2017

EXHIBIT C

NOTICE OF ASSIGNMENT

[Closing Date]

VIA EMAIL AND U. S. MAIL Germania Verein ______________________ ______________________ Attn:__________________

Re: Declaration of Covenants and Restrictions Affecting Real Property dated September 25, 2001 and recorded on October 1, 2001 as Document No. 15891076 in the Official Records of Santa Clara County (“CC&Rs”).

To Whom it May Concern: Please be advised that effective as of the date set forth above, the Successor Agency to the Redevelopment Agency of the City of San Jose (“Successor Agency”) assigned its right to receive the Revenue Sharing Payment pursuant to Section II of the CC&Rs referenced above to ______________________________, a California __________________ (“Transferee”). A copy of the recorded Memorandum and Assignment of Interest in Declaration of Covenants and Restrictions Affecting Real Property is attached hereto for your convenience. Pursuant to the Purchase and Sale and Assignment Agreement between the Successor Agency and the Transferee, the next installment of Revenue Sharing Payment payable under the CC&Rs shall be payable to Transferee and shall be sent to the following address: [Name of Transferee] _________________________

_________________________ _________________________ _________________________

Please feel free to call me at (408) 795-1849 if you have any questions. __________________________ Richard Keit Managing Director