Assignment and Assumption Agreement - Hoey Family PartnershipRECORDING REQUESTED BY
FIRST AMERICAN TITLE
B / 31- 4' 9V 3gaOZ4-
RECORDING REQUESTED BY
AND WHEN RECORDED, MAIL
TO:
City Clerk
City of Gilroy City Hall
7351 Rosanna Street '
Gilroy, California 95020
DOCUMENT: 22733668
Pages: 7
Fees.... 43.00
Taxes...
Copies..
AMT PAID 43.00
REGINA ALCOMENDRAS
SANTA CLARA COUNTY RECORDER
Recorded at the request of
Recording Service
(SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S
USE)
ASSIGNMENT AND ASSUMPTION AGREEMENT
RDE # 005
10/06/2014
9 :03 AM
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ( "this Agreement ") is
made and entered into as of 0aO&EX Z , 2014, by and between the THE HOEY
FAMILY PARTNERSHIP, a California limited partnership ( "Transferor ") and JAMES W.
HOEY AND DEBRA J. HOEY, OR THEIR SUCCESSOR(S), TRUSTEES UNDER
REVOCABLE TRUST AGREEMENT DATED APRIL 12, 1991, AS AMENDED
( "Transferee ").
RECITALS
A. Transferor or a predecessor in interest of Transferor entered into that certain
City of Gilroy Development Agreement Relative to the Development Known as Hecker Pass
Specific Plan (the "Development Agreement ") with the City of Gilroy ( "City ") dated February
5, 2007, which was recorded on April 17, 2008 as Document No. 19817205 of the Official
Records of Santa Clara County, California, pursuant to which Transferor as a member of a
group of property owners agreed to build certain public improvements as a condition to City
granting Transferor vested rights to develop certain property more particularly described in said
Development Agreement as a portion of the "Subject Property ", all as subject to certain terms
and conditions set forth in the Development Agreement.
B. Transferor has agreed to convey and assign to Transferee all of Transferor's
interests in a portion of the Subject Property, as legally described on Exhibit One attached
hereto (the "Assigned Property "), by a deed or other written instrument, which will be recorded
in the Official Records of Santa Clara County, California concurrently with the recordation of
this instrument. Transferor also has agreed to assign to Transferee all of Transferor's rights,
duties and obligations under the Development Agreement with respect to the Assigned
Property, with the intent that Transferor be relieved of all such rights, duties and obligations, as
authorized under Article 8 of the Development Agreement.
C. Transferee desires to assume all of Transferor's rights, duties and obligations
under the Development Agreement with respect to the Assigned Property and to relieve
Transferor of all of said assigned rights, duties and obligations in reference to the Assigned
Property.
NOW, THEREFORE, Transferor and Transferee hereby agree as follows:
1. Transferor hereby assigns, effective as of Transferor's conveyance of the
Assigned Property to Transferee, all of the rights, title and interest of Transferor under the
Development Agreement with respect to the Assigned Property.
2. Transferee hereby contractually assumes all of the burdens and obligations of
Transferor under the Development Agreement, and agrees to observe and fully perform all of
the duties and obligations of Transferor under the Development Agreement, and to be subject
to all the terms and conditions thereof, with respect to the Assigned Property, it being the
express intention of both Transferor and Transferee that, upon the execution of this Agreement,
Transferee shall become substituted for Transferor as a member of "Applicant" under the
Development Agreement with respect to the Assigned Property. It also is the express intention
of both Transferor and Transferee that by this Agreement, Transferor shall be relieved of all
obligations under the Development Agreement with respect to the Assigned Property, including
without limitation any associated obligation to construct or finance construction of the Major
Public Improvements or to pay a portion of the Public Benefit Fee (as defined in the
Development Agreement), and that City and all other parties shall look solely to Transferee for
satisfaction of such obligations. Transferee agrees to indemnify, defend and hold Transferor
harmless from, any claims, damages, liabilities, penalties, fines, causes of action, lawsuits, and
other proceedings and costs and expenses in connection therewith, including reasonable
attorneys' fees and costs, arising from City or other parties attempting to impose upon
Transferor obligations that the parties intend Transferee to assume by this Agreement.
Transferee represents and covenants that it has reviewed and agrees to be bound by the
Development Agreement and all applicable regulations and approvals of City related thereto.
3. Transferor has previously assigned all reimbursements and credits, if any,
available on account of any prior payments by Transferor toward the Public Benefit Fee under
Section 7.7 of the Development Agreement, to Meritage Homes of California, Inc.
( "Meritage ") pursuant to the Assignment and Assumption Agreement between Transferor and
Meritage recorded September 19, 2014, as Document No. 22711601 of the Official Records of
Santa Clara County, California.
4. All of the covenants, terms, and conditions of the Development Agreement or
set forth herein shall be binding upon and shall inure to the benefit of the parties hereto and
their respective heirs, successors and assigns.
5. The Notice Address described in the Development Agreement for Transferee
with respect to the Assigned Property shall be as follows:
James W. Hoey and Debra J. Hoey, or their successor(s),
Trustees under Revocable Trust Agreement dated April 12, 1991,
as amended
2480 Hecker Pass Hwy
Gilroy, CA 95020
Telephone: (408) 483 -0468
2
IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the date
first above written.
TRANSFEROR: THE HOEY FAMILY PARTNERSHIP, a California
limited partnership
TRANSFEREE:
By: / Q
Name: Barbara A. Armenta
Its: General Partner
By:
Name: arj e F. Siverson'
Its: Genera artner
(,
By: r
Name: mes W. Hoey
Its: Gen ral Partner
W � wSrcz
JAM &W. HOEY, TRTdSTEh UNDER
REV ABLE TRUST AGREEMENT DATED
APRIL 12, 1991, AS AMENDED
DEBRA J. HOE RUSTAJUNDER REVOCABLE
TRUST AGREEMENT DATED APRIL 12, 1991, AS
AMENDED
STATE OF CALIFORNIA )
) ss.
COUNTY OF S" CLuik )
On 00�4W ; , 2014, before me, J111 Fo%#Aks , Notary Public,
Date Name of Notary
personally appeared 2l Mariprie P. SlVe. rA a*4 Tameo w Wee
Name(s) 1:Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) X /are
subscribed to the within instrument and acknowledged to me that he4fre /they executed the same
in hyS61�`r /their authorized capacity(ies), and that by hiseer /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.
wow
JILL FOWLKS
Commission # 1931345 Z
Z-s Notary Public - California zA
Santa Clara County
My Comm. Expires Apr 28, 2015
Place Notary Seal Above ignature of Notary Public
FOR NOTARY SEAL OR STAMP
STATE OF CALIFORNIA
n r ) ss.
COUNTY OF SMa )
On DDntf- z , 2014, before me, Jill FowlKs , Notary Public,
Date Name of Notary
personally appeared J XVVIL5 W, 4oe `Lebra A . A pe-
ame(s) of Signers)
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) Vare
subscribed to the within instrument and acknowledged to me that he /sl"lthey executed the same
in �r /their authorized capacity(ies), and that by his6hi�5r/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.
JILL FOWL KS
Commission # 1931345
a ° -u Notary Public - California i
Z "' Santa Clara County a .
My Comm. Expires Apr 28, 2015
Place Notary Seal Above Signature of Notary Public
FOR NOTARY S L OR STAMP
EXHIBIT ONE
Assignment and Assumption Agreement
Legal Descriptions of the Subject Property
All of that real property in the City of Gilroy, County of Santa Clara, State of California,
more particularly described as follows attached to this Exhibit One and made a part hereof:
Real Property in the City of Gilroy, County of Santa Clara, State of California, described as
follows:
Parcel One
All of Parcel 1, as said Parcel is shown upon that certain Map entitled, "Parcel Map ", which Map
was filed for record in the Office of the Recorder of the County of Santa Clara, State of
California on September 10, 2008 in Book 827 of Maps at Pages 12 and 13.
Parcel Two
All of Parcel 2, as said Parcel is shown upon that certain Map entitled, "Parcel Map ", which Map
was filed for record in the Office of the Recorder of the County of Santa Clara, State of
California on September 10, 2008 in Book 827 of Maps at Pages 12 and 13.
APN: 810 -20 -018, 810 -20 -019