Assignment and Assumption Agreement - Hoey Ranch Co to Hecker Pass North LLC (2)RECORDING REQUESTED 7`-1'
FIRST AMER SCAN: 4,- 1 tr`
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
City Clerk
City of Gilroy City Hall!
7351 Rosanna Street
Gilroy, California 95020
23825835
Regina �A l comendras
Santa Clara County - Clerk- Recorder
22/12/201701:32 PM
Titles: 2 'Pages: 8'
Fees: 171.00 71.00
Taxes: 0.00
Total:
(SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE)
ASSIGN ENT 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 ").
C'ITALS
A. Transferor or a predecessor in interest of Transferor entered into a
Memorandum of Understanding Among Hecker Pass Specific Plan Property Owner Group (the
"MOU ") dated October 15, 2007, a Memorandum of which was recorded on March 13, 2008 as
Document No. 19776209 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, dedicate certain lands and easements, make certain payments, and otherwise
cooperate to develop the Hecker Pass Specific Plan Area.
B. Transferor has agreed to convey and assign to Transferee all of Transferor's
interests in a portion of Transferor's Real Property as described in 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 MOU 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 Section 20 of the MOU.
C. 'Transferee desires to assume all of Transferor's rights, duties and obligations
under the MOU 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 A'l'locations.
S, � fQ�I PART
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
MOU with respect to the Assigned Property, including without limitation the 78 RDO
Allocations. Transferor retains all the rights and interests under the MOU with respect to all
other property subject to the MOU owned by Transferor.
2. Transferee hereby contractually assumes all of the burdens and obligations of
Transferor under the MOU, and agrees to observe and fully perform all of the duties and
obligations of Transferor under the MOU, 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 recordation of this Agreement,
Transferee shall become substituted for Transferor as a "Property Owner" and as a member of
the "Property Owner Group" under the MOU 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 MOU 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 MOU), and that all the other members of the Property Owner Group 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 another party 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 MOU and the several City of Gilroy regulations, approvals, entitlements and agreements
to which the MOU refers.
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, as referenced
in the MOU.
4. All of the covenants, terms, and conditions of the MOU 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 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
Te'lep'hone: 925- 937 -4373
[Signature pages follow]
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
By:
Marjorie Siverson, Trustee of the Siverson
2004 Revocable Trust dated
November 12, 2004, as amended,
as her sole and separate property, Partner
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 Cali-feria that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature
notarial seal
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
0
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
By
Marjorie SiAerson, Trustee of the Siverson
2004 Revocable Trust dated
November 12, 2004, as amended,
as her sole and separate property, Partner
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.
A F
STATE U T )
) SS..
COUNTY OF s
On before me, LS Notary Public,
personally appeared �-el 1 4N ? �YL who proved to
me on the basis of satisfacto vidence 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
Si�natu
ERICA LINIONES
Notary Public - California
Z '" , Santa Clara County
Z
CCommission # 2188775 9
My Comm.
Expires Apr 10. 2021
This area for official notarial seal
TRANSFEREE:
HECKER PASS NORTH LLC
a California limited liability company
By: Ryder Gilroy Investment, LLC
a California limited 'lia'bility company
its Manager
By: J.L. Ryder Holdings, LLC
a California limited liability company
its Maikizer
By: ?�-I�y
Its: ager der
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, %r , Notary Public,
personally appeared who proved to
me on the basis of satisfactory evidence to be the person(s) whosename(s) i�s /are subscribed to the
within instrument and acknowledged to me that he /she /the, , 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 -tle 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
This area for official notarial seal
CALIFORNIA ALL-PURPOSE O 1189
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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 California
County of
On QeaA ber X1 'before me, yl ( r
Date v Here Insert Name and Title of the Of icer
personally appeared N • @qck-r-
�Ij
Name(s) of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(} whose name* is /ate
subscribed to the within instrument and acknowledged to me that he/s#e/'the7 executed the same in
his /her- Alge+p authorized capacity4eo, and that by hisA4e#therir signatureH on the instrument the person(4
or the entity upon behalf of which the person(4acted, executed the instrument.
JENNIFER BLOCKMON
Notary Public - California Z
Z Contra Costa County
Z Commission # 2184054
My Comm.'Expires Mar 3, 2021
Place Notary Seal Above
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
4n Si&e of Notary Public
OPTIONAL.
Though this section is optional, completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
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 — ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
Signer's Narne:
• Corporate Officer — Title(s):
• Partner — ❑ Limited ❑ Genera[
❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator
❑ Other:
Signer Is Representing:
02014 National Notary Association a www. National Notary.org • 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:
PARCELS 3 AND 4, AS SHOWN ON THAT CERTAIN PARCEL MAP FILED IN THE OFFICE OF
THIE RECORDER OF THE COUNTY OF SANTA CLARA STATE OF CALIFORNIA OM JUNE 171
2008 IN BOOK 825 OF PARCEL MAPS AT PAGES 33 -34.
A 'P.Ni.: 783 -04 -023 (affects Parcel' 3) and 783 -04 -024 (affects Parcel' 4)