Assignment and Assumption Agreement - Northern California Land and Entitlement Consultants and Meritage HomesRECORDING REQUESTED BY
QQ (FII�RIIST��ppA��Mjj AMERICAN TITLE
RECORI)IIYG "REQUESTED BY AND
WHEN RECORDED, MAIL TO:
City Clerk
City of Gilroy City Hall
7351 Rosanna Street
Gilroy, California 95020
DOCUMENT: 23006298
REGINA ALCOMENDRAS
SANTA CLARA COUNTY RECORDER
Recorded at the request of
Recording Service
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ASSIGNMENT AND ASSUMPTION AGREEMENT
RDE # 006
7/02/2015
11:52 AM
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement ") is made and
entered into as of July I, 2015, by and between NORTHERN CALIFORNIA LAND AND
ENTITLEMENT CONSULTANTS, INC., a California corporation ( "Transferor ") and MERITAGE
HOMES OF CALIFORNIA, INC., a California corporation ( "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. Transferor retains all the rights, interest, and
interests under the Development Agreement with respect to all other property within the Subject
Property owned by Transferor.
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 and Transferee agree that Transferee shall be entitled to 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.
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:
Meritage Homes of California, Inc.
1671 East Monte Vista Avenue, Suite N -214
Vacaville, California 95688
Attn: Brian Bombeck and Jenny Tan
Telephone: 707-359-2018
Facsimile: 707 - 359 -2054
With A Copy to: Meritage Homes Corporation
8800 E. Raintree Drive, Suite 300
Scottsdale, AZ 85260
Attn: Ryan Hamilton, Esq.
Telephone: (480) 515 -8089
Facsimile: (623) 321 -9642
IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the date first
above written.
TRANSFEROR:
NORTHERN CALIFORNIA LAND AND
ENTITLEMENT CONSULTANTS, INC., a
Cal
By:
Nar
Its:
TRANSFEREE:
MERITAGE HOMES OF CALIFORNIA, INC.,
a California corporation
By:
Name:
Its:
SIGNED IN COUNTERPART
U P,
zi
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 )
� /
COUNTY OF !u �d G� SS.
)
On � b fore me, , Notary Public,
personally alloared , who proved to me
on the basis of satisfactory evidence to be the pers (s) whose a 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.
Signature —
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MOW AWN. 1. CH M
Comm issla • 2095479
MIN aay 9YOIk • CW GM
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This area for (?fTcial notarial seal
With A Copy to: Meritage Homes Corporation
8800 E. Raintree Drive, Suite 300
Scottsdale, AZ 85260
Attn: Ryan Hamilton, Esq.
Telephone: (480) 515 -8089
Facsimile: (623) 321 -9642
IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the date
first above written.
TRANSFEROR:
NORTHERN CALIFORNIA LAND AND ENTITLEMENT
CONSULTANTS, INC., a California corporation
By:
Name:
Its:
TRANSFEREE:
MERITAGIOME F ALIFORNIA, INC., a
California c orati
By: _
Name:
Its:
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 c )
COUNTY OF bVC f 0 )SS.
S
On ) kKk _ -- .2 6 IS ... , before me, V 1 1 u�. I Ol 7TAaM6, Notary Public,
personally app. tired afian P� bM�V -C-K— ,who proved to me
on the basis of satisfactory evidence to be the person( whose name(.&) is /are subscribed to the within
instrument and acknowledged to me that he /she /tkoy executed the same in his/her /their authorized
capacity(iiee), and that by his/her /their signature(&) on the instrument the person(&), or the entity upon
behalf of which the person( 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.
J
rn
VICTORIA ADAINS ._
Comm "IM * 2105849
Le Kfty PUNC • California
MV Solano County
Conn.._E Tres A r 5.2018
4
This area for official notarial seal
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 )
) SS.
COUNTY OF )
On before me, , Notary Public,
personally appeared , 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.
Signature
5
This area for official notarial seal
EXHIBIT ONE
Legal Descriptions of the Assigned Property
Real property in the City of Gilroy, County of Santa Clara, State of California, described as
follows:
PARCEL ONE:
PARCELS C AND D, AS SHOWN ON THE PARCELMAP FILED FOR RECORD ON
JANUARY 24, 2013, IN BOOK 858 OF MAPS AT PAGE(S) 48-49, SANTA CLARA
COUNTY RECORDS.
PARCEL TWO:
PARCEL B AS SHOWN ON THE MAP ENTITLED "TRACT 10267, HEARTLAND
ESTATES" FILED FOR RECORD ON JUNE 29, 2015 IN BOOK 884 OF MAPS AT PAGE(S)
25 -31, SANTA CLARA COUNTY RECORDS