Assignment and Assumption Agreement - Hoey Ranch Co to Hecker Pass North LLCV
RECORDING REQUESTED BY
FIRST AMERICAN TITLE
0 ( 3) - 6 q �;)- Ts11 a �
RECORDING REQUESTED BY
AND WHEN RECORDED, MAIL
TO:
City Clerk
City of Gilroy City Hall
7351 Rosanna Street
Gilroy, California 95020
23825834
Regina Alcomendras
Santa Clara County - Clerk- Recorder
12/12/2017 01:32 PM
Titles: 2 Pages: 9
Fees: 74.00
Taxes: 0.00
Total: 174.00
(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 December 12, 2017 by and between HOEY RANCH CO., a California
general partnership ( "Transferor ") and HECKER PASS NORTH LLC, a California limited
liability company ( "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 the 78
Residential Development Ordinance Allocations (the "78 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.
S1�SNE."p IN COUNTERPART
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 78 RDO Allocations) and to relieve Transferor of all of said assigned rights,
duties and obligations in reference to the Assigned Property and the 78 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 78 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.
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 78 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,
Transferor shall be relieved of all obligations under the Development Agreement with respect
to the Assigned Property and the 78 RDO Allocations, 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:
HECKER PASS NORTH LLC
1425 Treat Blvd.
Walnut Creek, CA 94597
Attn: Aaron Roden
Telephone: 925- 937 -4373
IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the date
first above written.
TRANSFEROR HOEY RANCH CO.
a California general partnership
Barbara A. Armenta, Trustee of the Armenta
1991 Revocable Trust Agreement dated
July 22, 1991 as amended, as her sole and
separate property, Managing Partner
� �C
By:
Marjorie Siverson, Trustee of the Siverson
2004 Revocable Trust dated
November 12, 2004, as amended,
as her sole and separate property, Partner
5. The Notice Address described in the Development Agreement for Transferee
with respect to the Assigned Property shall be as follows:
HECKER PASS NORTH LLC
1425 Treat Blvd.
Walnut Creek, CA 94597
Attn: Aaron Roden
Telephone: 925- 937 -4373
IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the date
first above written.
TRANSFEROR: HOEY RANCH CO.
a California general partnership
a s
PAAT
By:
Barbara A. Armenta, Trustee of the Armenta
1991 Revocable Trust Agreement dated
July 22, 1991 as amended, as her sole and
separate property, Managing Partner
A
By
Marjorie Si erson, Trustee of the Siverson
2004 Revocable Trust dated
November 12, 2004, as amended,
as her sole and separate property, Partner
TRANSFEREE:
HECKER PASS NORTH LLC
a California limited liability company
By: Ryder Gilroy Investment, LLC
a California limited liability company
its Manager
By: J.L. Ryder Holdings, LLC
a California limited liability company
its n e
By: N. er
Its: Manager
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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 per'son(s) whose name(s) is /are subscribed to the
within instrument and acknowledged to me t ate 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. X
WITNESS my hand and official seal.
Signature
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STATE OF
) SS.
COUNTY OF
A
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. �•b��.:'�F�
Signature
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STATE OF )
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COUNTY OF'�,�����.� �` w )
On
t� L , before me, L � i� �1 ���
6V r � � � � Notary Public,
personally appeared m ",i u f 6 �, ��'� 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
a� ,
LIMON
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Z ! Calitornia
.�., .� Santa Clara County 2
.'L Commission # 2148775 y
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County of
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Date here Insert Name and Title of the O icer
personally appeared
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person* whose name(* is /ef-e
subscribed to the within instrument and acknowledged to me that h-11 executed the same in
his /ice eir authorized capacity(es , and that by his zeir signature(* on the instrument the person(&),
or the entity upon behalf of which the persor4Ee acted, executed the instrument.
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Description of Attached Document
Title or Type of Document:
Number of Pages:
Document Date:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name:
Corporate Officer — Title(s):
Partner — F7 Limited General
Individual [ Attorney in Fact
Trustee _ 1 Guardian or Conservator
Other:
Signer Is Representing:
Signer's Name:
Corporate Officer — Title(s):
: Partner — Limited - General
_ Individual Attorney in Fact
Trustee Guardian or Conservator
Other:
Signer Is Representing:
02014 National Notary Association - www.NationalNotary.org o 1- 800 -US NOTARY (1- 800 - 876 -6827) Item #5907
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:
PARCELS 3 AND 4, AS SHOWN ON THAT CERTAIN PARCEL MAP FILED IN THE OFFICE OF THE
RECORDER OF THE COUNTY OF SANTA CLARA STATE OF CALIFORNIA ON JUNE 17, 2008 IN
BOOK 825 OF PARCEL MAPS AT PAGES 33 -34.
A.P.N.: 783 -04 -023 (affects Parcel 3) and 783 -04 -024 (affects Parcel 4)