ASSIGNMENT AGREEMENT - Amazon Web Services...8. Each of the Parties represents and warrants that its respective signatories are fully authorized to execute this Agreement and to legally

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ASSIGNMENT AGREEMENT

THIS ASSIGNMENT AGREEMENT (“Agreement”) is made and entered into as of this _____ day of__________________ 2017, by and between HovSite Hunt Club, L.L.C. an Illinois limited liability company and as successor to Hovstone Properties Illinois, L.L.C., with an address of 1804 N. Naper Boulevard, Suite 200, Naperville, Illinois 60563 (“Assignor") and the Village of Oswego an Illinois Municipal Corporation with an address of 100 Parkers Mill, Oswego, Illinois 60543 (“Village” or “Assignee”) (Assignor and Assignee are collectively referred to as the “Parties”).

RECITALS

WHEREAS, Assignor was the developer of a certain residential development located in Oswego, Kendall County, Illinois currently known as “The Hunt Club at Oswego” (the "Community");

WHEREAS, in accordance with its duties as developer, Assignor created The Hunt Club

at Oswego Homeowners Association, Inc., which is a non-profit Illinois Corporation, with offices at c/o Associa Chicagoland, 24012 W. Renwick Road, Suite 220, Plainfield, Illinois (the "Association");

WHEREAS, the Community is subject to and governed by various documents that include, but are not limited to, the Declaration of Covenants, Conditions and Restrictions (“Declaration”) and the Association’s Bylaws (collectively the “Governing Documents”);

WHEREAS, pursuant to the terms of the Governing Documents, the Association is responsible for managing and administering the common affairs of the lot owners and to maintain, repair and replace the common area of the Community, including the Community’s storm-water basins (the “Storm-water Basins”);

WHEREAS, on or about March 24, 2016, K. Hovnanian deeded to the Association all of

the parcels comprising the Common Area and the parcels conveyed to the Association included Lot 701 (PIN: 02-36-227-001) and Lot 703 (PIN: 02-25-450-017), which lots contain the Association’s Storm-water Basins;

WHEREAS, in order to resolve issues between the Assignor and the Association, Assignor and the Association have entered into that certain agreement dated December 12, 2016 and entitled “Settlement and Transition Agreement and Release” that is attached hereto as Attachment A (the “Settlement Agreement”);

WHEREAS, pursuant to the terms of the Settlement Agreement, Assignor agreed to

make a payment to the Association of $50,790.00 in exchange for the Association entering into and not terminating an agreement with McGinty Bros., Inc. (“Consultant”) wherein Consultant shall maintain the Storm-water Basins for five (5) years (“Consulting Agreement”) (the Consulting Agreement is attached to the Settlement Agreement as Attachment A);

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EXHIBIT A

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WHEREAS, the Village is desirous of having the authority to enforce the Association’s obligation to implement the Consulting Agreement for five (5) years;

WHEREAS, in order to secure Assignor’s obligation to perform mass grading, erosion

control and to install the storm sewer system at the Community, Assignor posted with the Village a Subdivision Bond (no. 1016906) that is currently secured by a performance bond in the amount of $200,000 (the “$200,000 Performance Bond”) and

WHEREAS, in order to secure Assignor’s obligation to install the Community’s sanitary

sewer system, water-mains, and the storm sewer system, Assignor posted with the Village a Subdivision Bond (no. 1018336) that is currently secured by a performance bond in the amount of $70,538.69 (the “$70,538.69 Performance Bond”).

AGREEMENT AND ASSIGNMENT

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee agree as follows:

1. The Parties agree that the recitals set forth above are hereby incorporated as material covenants and terms to this Agreement.

2. Assignor hereby conveys and assigns to Assignee, Assignor’s right and interest to enforce the Consulting Agreement against the Association if the Association fails to maintain the Storm-water Basins for five (5) years.

3. Assignee hereby accepts all improvements subject to the $200,000 Performance Bond and hereby authorizes and approves the release and discharge of the 200,000 Performance Bond.

4. Assignee hereby accepts all improvements subject to the $70,538.69 Performance Bond and hereby authorizes and approves the release and discharge of the $70,538.69 Performance Bond.

5. Upon receipt of a Maintenance Bond in the amount of $70,538.69 for the purpose of securing Assignor’s obligation to maintain the Community’s sanitary sewer system, water-mains, and storm sewer system until August 16, 2017, the Village shall release and discharge the $70,538.69 Performance Bond. The Parties agree that said Maintenance Bond shall be released and discharged on August 16, 2017.

6. If either Party defaults as to any of the provisions of this Agreement and the non-defaulting party serves the defaulting party with written notice specifying the default, the defaulting party has five (5) business days from receipt of such notice to cure such default. Failure of the defaulting party to cure the default within such time period shall automatically entitle the non-defaulting party to exercise any rights and remedies available in law or equity and the prevailing party shall be entitled to recover their attorneys’ fees and litigation costs.

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7. This Agreement contains the entire agreement between the Parties as to the matters set forth herein and no amendment, modification or addendum to this Agreement shall be effective unless in writing dated subsequent to the date hereof and executed by the duly authorized officers of the respective Parties. The requirement for such a writing shall apply to any waiver of the requirement of a written modification pursuant to this Paragraph and shall be deemed an essential term of the Agreement.

8. Each of the Parties represents and warrants that its respective signatories are fully authorized to execute this Agreement and to legally bind the Party on whose behalf they are signing.

9. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to principles of conflicts of laws. Any and all disputes arising under or related to this Agreement shall be exclusively venued in the Circuit Court of Kendall County, Illinois, and each party waives any defense it may have as to personal jurisdiction, venue, or the convenience of the forum with regard to the Circuit Court of Kendall County.

10. This Agreement may be executed in any number of counterparts, including counterparts delivered by facsimile or electronic mail, all of which together shall constitute a fully executed original Agreement. Facsimiles of signatures or signatures received by electronic mail shall constitute and be binding as though they were originals.

11. In the event that any one or more provisions of this Agreement shall be deemed to be illegal or unenforceable, such illegality or unenforceability shall not affect any of the remaining legal and enforceable provisions hereof, which shall be construed as if such illegal or unenforceable provision or provisions had not been inserted.

[Signature page follows]

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IN WITNESS, Assignor and Assignee have executed this Assignment as of the day and year first above written.

ASSIGNOR:

HovSite Hunt Club, L.L.C.

____________________________________

By: Its:

ASSIGNEE:

Village of Oswego

By: Its:

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EXHIBIT A

SETTLEMENT AGREEMENT

DocuSign Envelope ID: 9665D58A-F5B8-4F89-9E9A-1000428C9247

SETTLEMENT AND TRANSITION AGREEMENT AND RELEASE

12 This Settlement and Transition Agreement and Release (the "Agreement") is made this

December __ day of 2016 by and between The Hunt Club at Oswego Homeowners Association, Inc. a non-profit Illinois Corporation, with offices at c/o Associa Chicagoland -24012 W. Renwick Road, Suite 220, Plainfield, Illinois (the "Association") and HovSite Hunt Club, L.L.C., as successor to Hovstone Properties Illinois, L.L.C., with an address of 1804 N. Naper Boulevard, Suite 200, Naperville, Illinois 60563 ("K. Hovnanian").

WHEREAS, K. Hovnanian is the developer of a certain residential development located in Oswego, Kendall County, Illinois currently known as "The Hunt Club at Oswego" (hereafter, the "Community");

WHEREAS, the Community is subject to and governed by various documents that include, but are not limited to, the Declaration of Covenants, Conditions and Restrictions ("Declaration") and the Association's Bylaws (collectively the "Governing Documents");

WHEREAS, pursuant to the Governing Documents, the Association is responsible for managing and administering the common affairs of the Lot Owners and to maintain, repair and replace the Common Area of the Community;

WHEREAS, on or about March 24, 2016, K. Hovnanian deeded to the Association all of the parcels comprising the Common Area and the parcels conveyed to the Association included Lot 701 (PIN: 02-36-227-001) and Lot 703 (PIN: 02-25-450-017), which lots contain the Association's storm-water basins (the "Storm-water Basins");

WHEREAS, the Association has requested that K. Hovnanian make a payment to the Association and which payment shall be used by the Association to pay for a five (5) year maintenance plan for the Storm-water Basins;

WHEREAS, K. Hovnanian has obtained proposals ("Proposals") from environmental and ecological consulting firms that specialize in managing water resources, such as storm-water basins, and K. Hovnanian has provided the Proposals to the Association for their consideration;

WHEREAS, the Association has reviewed the Proposals and has elected to enter into the agreement attached hereto at Attachment A with McGinty Bros., Inc. (the "Consultant") for maintaining the Storm-water Basins for five (5) years (the "Consulting Agreement"); and

WHEREAS, the Association and K. Hovnanian wish to resolve any issues and to mutually release each other from any and all claims regarding the development of the Community and the condition, repair and replacement of the Common Area, including the Storm-water Basins, in accordance with the terms herein.

DocuSign Envelope ID: 9665D58A-F5B8-4F89-9E9A-1 000428C9247

NOW, THEREFORE, in consideration of the mutual promises contained herein, K. Hovnanian and the Association agree as follows:

I. Payment. K. Hovnanian agrees to make a one-time payment of $50,790.00 ("Payment") to the Association, which payment will be made within ten (I 0) business days from the date that this Agreement is fully executed.

2. Consulting Agreement. Upon receipt ofthe Payment, the Association will enter into and not terminate the Consulting Agreement for a five (5) year maintenance plan for the Storm-water basins. The Association agrees that the Association is solely responsible for maintaining the Storm-water Basins.

3. Release by Association. The Association hereby absolutely and forever releases and discharges K. Hovnanian, any of K. Hovnanian's predecessors, successors, subsidiaries, subcontractors, affiliates, agents, related entities, any and all past, present and future officers, directors, shareholders, agents, subcontractors, and/or employees of any said entities, including but not limited to K. Hovnanian, K. Hovnanian Companies, L.L.C., Hovnanian Enterprises, Inc., and any subsidiary of any of the foregoing entities and any and all former members of the Board of Directors of the Association ("Board") previously designated by K. Hovnanian to serve on the Board on behalf of K. Hovnanian (all such K. Hovnanian related entities and persons are collectively referred to as the "Hovnanian Entities") from and against any and all liabilities, damages, promises, covenants, agreements, causes of action, judgments, claims, or determinations in law or in equity or any costs or expenses including but not limited to attorney's fees, arising from or in connection with any and all claims known to and/or that should be reasonably known to the Association and its Members (as claims of such Members relate to the Common Area) as of the date of the execution of this Agreement and that the Association shall or may have against the Hovnanian Entities and including, but not limited to any and all claims known to and/or that should reasonably be known to the Association as of the date of the execution of this Agreement in connection with (i) the approval and creation of the Community, (ii) the preparation, approval and satisfaction of the Governing Documents, (iii) the construction, repair and maintenance of the Community and Common Area, (iv) the management of the Community and/or the Association, including any of the Association's monies and/or reserve funds, and (v) any other matter for which the Hovnanian Entities might be responsible for in connection with the Community including but not limited to any alleged defects to the Common Area, whether latent or patent, and whether now existing or hereafter arising or discovered, including any deviation from applicable building codes, plans or approvals.

4. Re olution. Simultaneous with the signing of this Agreement, the Association shall also adopt a resolution in the form attached hereto as Attachment B by which the Board authorizes the execution of this Agreement and ratifies the settlement of this matter on behalf of the Association.

5. Sureties with Public Entities. The Association shall cooperate in good faith to assist K. Hovnanian in securing a release of any letters of credit, performance and/or maintenance bonds posted, or to be posted, with the Village of Oswego or any other governmental entity that relate

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Why doesn't this match McGinty's contract (page 14)?

DocuSign Envelope ID: 9665D58A-F5B8-4F89-9E9A-1 000428C924 7

to the development of the Community and the Association further agrees not to assert any objections to the release of any such sureties.

6. Conveyance of Common Area. The Association acknowledges that K. Hovnanian has conveyed to the Association all Common Area in accordance with the requirements of the Governing Documents and any approvals related to the Community.

7. General Provisions.

a. This Agreement represents a compromise of claims and shall not be construed as an admission or concession of any kind or nature, factual or legal and in no way constitutes an admission of actual legal liability were the controversy here resolved to be tried in any judicial proceeding. Furthermore, this Agreement may not be used or offered as evidence in any court proceeding or other legal proceeding of any kind, other than a legal proceeding to enforce this Agreement.

b. This Agreement shall be binding upon all successor Boards ofthe Association, its successors and/or assigns.

c. Unless otherwise indicated herein, all capitalized terms in this Agreement shall have the same as meaning as set forth in the Governing Documents.

d. This Agreement contains the entire agreement between the parties as to the settlement of their disputes and no amendment, modification or addendum to this Agreement shall be effective unless in writing dated subsequent to the date hereof and executed by the duly authorized officers of the respective parties. The requirement for such a writing shall apply to any waiver of the requirement of a written modification pursuant to this Paragraph and shall be deemed an essential term ofthe Agreement.

e. Each of the parties represents and warrants that its respective signatories are fully authorized to execute this Agreement and to legally bind the party on whose behalf they are signing. Each of the parties further represents and warrants that they are the owners of, and have not sold, assigned, conveyed, or otherwise transferred, prior to execution and delivery of this Agreement, any claim, demand, cause of action, obligation, damage or liability released in or related to this Agreement.

f. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to principles of conflicts of laws. Any and all disputes arising under or related to this Agreement shall be exclusively venued in the Circuit Court of Kendall County, Illinois, and each party waives any defense it may have as to personal jurisdiction, venue, or the convenience of the forum with regard to the Circuit Court of Kendall County.

g. The captions used in this Agreement are for descriptive purposes only and shall not be deemed a substantive part of this Agreement.

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DocuSign Envelope ID: 9665D58A-F5BB-4F89-9E9A-1000428C9247

h. This Agreement may be executed in any number of counterparts, including counterparts delivered by facsimile or electronic mail, all of which together shall constitute a fully executed original Agreement. Facsimiles of signatures or signatures received by electronic mail shall constitute and be binding as though they were originals.

i. In the event that any one or more provisions of this Agreement shall be deemed to be illegal or unenforceable, such illegality or unenforceability shall not affect any of the remaining legal and enforceable provisions hereof, which shall be construed as if such illegal or unenforceable provision or provisions had not been inserted.

[REMAINDER OF PAGE IS BLANK; SIGNATURE PAGE FOLLOWS]

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DocuSign Envelope ID: 9665D58A-F5BB-4F89-9E9A-1000428C9247

IN WITNESS WHEREOF, the parties have set their hands and seals this ..!3.._ day of December 2016.

ATTEST:

QDocuSignod by:

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QDocuSigned by:

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ATTEST:

THE HUNT CLUB AT OSWEGO HOMEOWNERS ASSOCIATION, INC.

Ken Kugleberg, President BY: ________________________________ ___

Name: Title:

Kim Grant, secretary BY: ________________________________ __

Name: Title:

HOVSITE HUNT CLUB, L.L.C.

BY: --------------------------------------Andrew Konovodoff, Division President

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Was the agreement executed by HOVSITE HUNT CLUB, L.L.C.

DocuSign Envelope ID: 9665D58A-F5B8-4F89-9E9A-1 000428C9247

ATTACHMENT A

Consulting Agreement

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December 9, 2016

Jason Polakow, P.E. K. Hovnanian Homes 1804 N. Naper Boulevard, Suite 200 Naperville, IL 60563

Natural Area Restoration and Erosion Control Services Over 30 Years of Environmental Service

Re: Hunt Club Lots 70 1 and 703 Natural Areas

Mr. Polakow:

3 744 Cuba Road Long Grove, IT.. 6004 7 Ph: 847.526.9322 Fx: 84 7.526. 7240 www.mcgintybros.com

I am attaching our proposals for the maintenance of Lots 701 and 703 at Hunt Club. Our proposed scope of work covers the following services:

Selective herbicide applications targeting perennial and biennial weed species including cattails, Phragmites, purple loosestrife, reed canary grass, sweet clover, teasel, thistle, and yellow and white sweet clover.

Selective cutting and removal of flowering annual/biennial weed species including Queen Anne's lace, ragweed, sweet clover, and teasel. This will also include the removal of flowering/seeding perennial weed species such as Phragmites, purple loosestrife, and thistle.

Selective cutting and removal of woody invasive species including box elder, buckthorn, cottonwood, honeysuckle, and willow. This will include herbiciding of cut stumps at the time of cutting and any necessary follow-up applications for seedlings/resprouts.

Controlled burning of dormant vegetation in fall/spring (as weather and site conditions permit). Includes acquisition of all necessary state and local permits and notification of homeowners within 250 feet of the perimeter of the bum areas.

Natural areas monitoring and reporting to include monitoring plots and meander survey methodology. Monitoring visits will be performed twice annually with FQI, C-Value and Wetness Coefficient calculated annually and monitoring data compiled into a written report.

Prepping (non-selective herbicide, fine grading/soil preparation) and drill seeding of native areas mowed/disturbed by homeowners and areas with insufficient native coverage after initial herbicide applications. Seeding to include original seed mixes from plans. Areas too small or inaccessible by tractor to be drill seeded may be broadcast seeded instead.

Please let me know if you have any questions or concerns regarding the existing conditions or the proposed activities. I can be reached at (84 7) 456-1297 or [email protected].

Sincerely,

Brian M Wilson Vice President

Natural Area Restoration and

Erosion Control Services

3744 Cuba Road

Long Grove, Illinois 60047-7958

Phone: 847-526-9322

Fax: 84 7-526-7240

www.McGintyBros.com

Over 30 Years of Environmental Service

Proposal Submit To: Service Address:

Company: Associa Chicagoland - Hunt Club East HOA Job Name: Hunt Club Lot 701

Attn : Kim Warnecke Address : Seely Street Basin

Address: 24012 Renwick Road, Suite 220 City/State: Oswego, IL 60543

City/State: Plainfield, IL 60544 Fax:

Phone: Email:

We hereby submit specifications and estimates for: Appoximately 10 Acres

Fall 2016 Prescribed Burn $2,800.00

Winter 2016 Willow Removal $4,490.00 $4,490.00

2017 Phragmites Treatment $2,475.00

2017 Native Basin Maintenance $5,400.00

2017 Annual Monitoring $1,800.00










Drill Seeding of 1.25 acre as Needed at $1,800.00 per acre $2,250.00

Note: Does not include any furnishing/placing of topsoil or any fine grading/soil preparation

We Propose hereby to furnish material and labor- complete in accordance with above specifications, for the sum of: Fifty-One Thousand, Four Hundred Fifty Dollars and 00/100 --------- dollars ( $51,450.00 ). Payment to be made as follows: Net due upon completion of work

Monthly Finance Charges of 1.5% applied to all unpaid invoices after thirty days.

~d Note:

All material is guaranteed to be as specified. All work to be completed in a workmanlike manner according to standard practices. Our workers are fully

Authorized Customer Care Representative Signature covered by Workmen's Compensation Insurance. Our work is fully covered by General liability Insurance.

Brian Wilson 11/10/2016 Acceptance of Proposal - The above prices, specifications, and conditions are

Please print name Dale satisfactory and are hereby accepted. You are authorized to do the work as specified. Payment will be made as outlined above

Note: This proposal may be withdrawn by us if not accepted within ___lQ_ days, Acceptance of Proposal Signature Date of Acceptance

THANK YOU! [ I MasterCard [ 1 Visa [ I American Express $

Account No. Exp. Date Signature

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Doesn't match amount on Page 2

Natural Area Restoration and

Erosion Control Services

3744 Cuba Road

Long Grove, Illinois 60047-7958

Phone: 847-526-9322

Fax: 647-526-7240

www.McGintyBros.com

Over 30 Years of Environmental Service

Proposal Submit To: Service Address:

Company: Associa Chicagoland- Hunt Club East HOA Job Name: Hunt Club lot 703

Attn : Kim Warnecke Address: Hunt Club Road Basin

Address: 24012 Renwick Road, Suite 220 City/State: Oswego, ll60543

City/State: Plainfield, ll60544 Fax:

Phone: Email:

We hereby submit specifications and estimates for: Approximately 4 acres



2017 Annual Monitoring $990.00


2018 Annual Monitoring $990.00






2021 Native Maintenance $2,100.00


Drill Seeding of 0. 75 acre as Needed at $1,800.00 per acre $1,350.00

Note: Does not include any furnishing/placing of topsoil or any fine grading/soil preparation

We Propose hereby to furnish material and labor- complete in accordance with above specifications, for the sum of:

Twenty Thousand, Four Hundred Twenty Dollars and 00/100 ---------- dollars ( $20,420.00 ). Payment to be made as follows: Net due upon completion of work

Monthly Finance Charges of 1.5% applied to all unpaid invoices after thirty days.

~~ Note:

All material is guaranteed to be as specified. All work to be completed in a workmanlike manner according to standard practices. Our workers are fully

Authorized Customer Care Representative Signature covered by Workmen's Compensation Insurance. Our work is fully covered by General Liability Insurance.

Brian Wilson 11/10/2016 Acceptance of Proposal - The above prices, specifications, and conditions

Please print name Date are satisfactory and are hereby accepted. You are authorized to do the work as specified. Payment will be made as outlined above.

Note: This proposal may be withdrawn by us if not

accepted within ~days. Acceptance of Proposal Signature Date of Acceptance

THANK YOU! [ ] MasterCard [ ] Visa [ ] American Express $

Account No. Exp. Date Signature

DocuSign Envelope ID: 9665D5BA-F5BB-4FB9-9E9A-100042BC9247

Attachment B

THE HUNT CLUB AT OSWEGO HOMEOWNERS ASSOCIATION, INC. Resolution No. ; Relating to Settlement with Developer

WHEREAS, the Board of Trustees of the Hunt Club at Oswego Homeowners Association, Inc. ("Board") is charged by the Association's Governing Documents with responsibility and authority to manage and oversee the Common Area of the Community and the Association; and

WHEREAS, the Board is desirous of having the Developer, HovSite Hunt Club, LLC, ("Developer") of the Community and the Common Area make a payment of $50,790 to assist the Association with meeting its obligations and responsibilities regarding the Association's two storm-water basins; and

WHEREAS, based on a proposal from McGinty Bros., Inc. ("Consultant"), the Developer made a proposal to resolve all outstanding matters between the Developer and the Association; and

WHEREAS, the Board has met with representatives of the Developer and the Village of Oswego; and

WHEREAS, the Developer and the Board agreed to resolve their differences as set forth in a Settlement and Transition Agreement and Release to which the Resolution is to be attached (the "Agreement") dated December~. 2016 and

WHEREAS, the Board is satisfied that the Agreement accurately states the understandings reached with the Developer and that it is in the best interests of the Association for the Association to enter into the Agreement; and

WHEREAS, the Board is satisfied that it is in the best interests of the Association for the Association to enter into the Agreement with the Consultant that is attached to the Agreement as Attachment A so that the Association will be able to implement a five (5) year maintenance plan for the storm-water basins.

NOW, THEREFORE, be it resolved:

1. That the President and Secretary of the Board be and are hereby authorized and empowered to execute the Agreement and the Consulting Agreement on behalf of the Board and to bind the Board as to all the issues pertaining to the Common Area of the Association according to the terms of the Agreement and the Consulting Agreement.

2. That the Board ratifies and approves the terms and provisions of the Agreement and the Consulting Agreement in settlement of this matter.

3. That the individual Members of the Association are bound by the terms of this Resolution, the Agreement and the Consulting Agreement.

Duly adopted this _1_2 _ _ day of December , 2016

r-J:OocuSigned by:

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Certified to be a true copy of a Resolution adopted on

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