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Assignment and Assumption Agreement - Gilroy Investors to Meritage Homes- -TORDING RE( ' _ _ i ` FIRST AMER- If,,A TiTi.:_ RECORDING REQUESTED BY AND WHEN RECORDED, MAIL TO: City Clerk City of Gilroy City Hall 7351 Rosanna Street Gilroy, California 95020 DOCUMENT: 23189541 Ne& �I f III II Fees- ... 40.00 I( VIIIIII�III��IIIO�IVIII�IIIIIIIIiIIIIIiI Taxes. -- .o0 23189541 AMT PAID 40.00 REGINA ALCOMENDRAS SANTA CLARA COUNTY RECORDER Recorded at the request of First American Title Co- PASION (SPACE ABOVE THIS LINE RESERVED FOR RECORDER's USE) ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ( "this Agreement ") is made and entered into as of January 5, 2016, by and between GILROY INVESTORS, LP, a Delaware limited partnership ( "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, including without limitation the rights, duties and obligations associated with sixty seven (67) Residential' Development Ordinance Allocations (the "67 RDO Allocations ") that are allocated 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. RDE # 005 1/0512016 01:14 PM 6W4RDING REQUESTED BY ST AMERICAN TITTLE RECORDING REQUESTED BY AND WHEN RECORDED, MAIL TO: City Clerk City of Gilroy City Hall 7351 Rosanna Street Gilroy, California 95020 (SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE) ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ( "this Agreement ") is made and entered into as of January 5, 2016, by and between GILROY INVESTORS, LP, a Delaware limited partnership ( "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, including without limitation the rights, duties and obligations associated with sixty seven (67) Residential Development Ordinance Allocations (the "67 RDO Allocations ") that are allocated 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 (including without limitation the 67 RDO Allocations) and to relieve Transferor of all of said assigned rights, duties and obligations in reference to the Assigned Property and the 67 RDO Allocations. 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, including without limitation the 67 RDO Allocations. 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, but such retained property has no Residential Development Ordinance Allocations and is not subject to any development cost or expense obligations under the Development Agreement. 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 and the 67 RDO Allocations, 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, from and after the date hereof Transferor shall be relieved of all obligations under the Development Agreement with respect to the Assigned Property, the 67 RDO Allocations, and any associated obligations 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. 'W 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 [Signatures appear on following page] q► IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the date first above written. Transferor: GILROY INVESTORS, LP, a Delaware limited partnership By: MDM Gilroy GP, LLC a Delaware limited liability company its General Partner Mark Majerovic, its notary public or other officer completing s certificate verifies only the identity of the iividual who signed the document to which s certificate is attached, and not the ithfulness, accuracy, or validity of that IL1Z 9 A STATE OF CALIFORNIA )SS COUNTY OF ORANGE ) On J- 2O f � before me, () , Notary Public, personally appeared — who proved to me on the basis of satisfactory evidence to be the person( whose name( lar"ubscribed to the within instrument and acknowledged to me th hA44oy- executed the same in (oer,Ctl.} authorized capacity(ie,&), and that by(OPhevA4eir signatureO on the instrument the personO, 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. I ` ANNE MANSOUR Commission # 2115355 Z i r-• W Transferee- MERITAGE H a Califiamia con iffy, I .. S OF CALIFORNIA, INC., secv- Its: VP Cf LIPA-SV At&%.IISI-1k0t4 notary public or other officer completing s certificate verifies only the identity of the lividual who signed the document to which .s certificate is attached, and not the ithfulness, accuracy, or validity of that STATE OF Ca 11fo( n (w )SS COUNTY OF %1' &D C7 ) On -()eC . 2-8-Z.. , jQ i ,�- , before me, ( GFO r i C.- Ad&n S , Notary Public, personally appeared �r%GYL 6ennbcpe- , who proved to me on the basis of satisfactory evidence to be the person( whose name( is /ere subscribed to the within instrument and acknowledged to me that he /&k /they executed the same in his /ker/their authorized capacity(im), and that by his /leer /thQ4 signatureH on the instrument the persons), 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. Signature VICTORIA ADAMS Commission # 2105949 Z Notary Public - California 72 4D Z Solano County My Comm. Ex Tres A r 5, 2019 This area for official notarial seal a. Exhibit One to Assignment and Assumption Agreement Legal Descriptions of the Assigned 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- All that certain property situated in the City of Gilroy, County of Santa Clara, State of California, described as follows: PARCEL 2 AS SHOWN ON THAT CERTAIN PARCEL MAP THAT WAS FILED FOR RECORD ON MAY 21, 2015 IN BOOK 883 OF MAPS, PAGES 21 AND 22, SANTA CLARA COUNTY RECORDS.