24928270 - Assignment and Assumption Agreement - - Recorded 04/20/20214
RECORDING REQUESTED BY:
First American Title Company
WHEN RECORDED MAIL DOCUMENT TO:
City Clerk
City of Gilroy City Hall
7351 Rosanna Street
Gilroy, California 95
**This document was electronically submitted
to Santa Clara County for recording**
24928270
Regina Alcomendras
Santa Clara County - Clerk -Recorder
04/20/2021 02:38 PM
Titles: 2 Pages: 7
Fees: $68.00
Tax: $0.00
Total: $68.00
Space Above This Line for Recorder's Use Only
ASSIGNMENT AND ASSUMPTION AGREEMENT
Title of Document
File No.: 0131-624458a1a (DB)
The undersigned declares that the document to which this page is affixed and made a part of is exempt from the
fee imposed by the Affordable Housing & Job Act (SB2) (GC 27388.1)
(X) Recorded [concurrently] in connection with a transfer of real property subject to the imposition of
Documentary Transfer Tax per GC 27388.1 (a) (2).
( ) Recorded [concurrently] in connection with a transfer of real property that is residential dwelling to an owner -
occupier per GC 27388.1 (a) (2).
( ) Maximum fee of $225 has been reached per GC 27388.1 (a) (1).
( ) Not related to real property GC 27388.1 (a) (1).
( ) Transfer of real property subject to the imposition of Documentary Transfer Tax - GC 27388.1 (a)(2)
( ) Transfer of real property that is a residential dwelling to an owner -occupier - GC 27388.1 (a)(2)
THIS PAGE ADDED TO PROVIDE EXEMPTION INFORMATION FOR THE BUILDING HOMES AND JOBS ACT FEE
(SB-2; AFFORDABLE HOUSING FEE) ($3.00 Additional recording fee applies)
SIGNED IN COUNTERPART
RECORDING REQUESTED BY:
First American Title Company
WHEN RECORDED MAIL DOCUMENT TO:
City Clerk
City of Gilroy City Hall
7351 Rosanna Street
Gilroy, California 95020
Space Above This Line for Recorder's Use Only
File No.: 0131-624458a1a (DB)
ASSIGNMENT AND ASSUMPTION AGREEMENT
Title of Document
The undersigned declares that the document to which this page is affixed and made a part of is exempt from the
fee imposed by the Affordable Housing & Job Act (SB2) (GC 27388.1)
(X) Recorded [concurrently] in connection with a transfer of real property subject to the imposition of
Documentary Transfer Tax per GC 27388.1 (a) (2).
( ) Recorded [concurrently] in connection with a transfer of real property that is residential dwelling to an owner -
occupier per GC 27388.1 (a) (2).
( ) Maximum fee of $225 has been reached per GC 27388.1 (a) (1).
( ) Not related to real property GC 27388.1 (a) (1).
( ) Transfer of real property subject to the imposition of Documentary Transfer Tax - GC 27388.1 (a)(2)
( ) Transfer of real property that is a residential dwelling to an owner -occupier - GC 27388.1 (a)(2)
THIS PAGE ADDED TO PROVIDE EXEMPTION INFORMATION FOR THE BUILDING HOMES AND JOBS ACT FEE
(SB-2; AFFORDABLE HOUSING FEE) ($3.00 Additional recording fee applies)
SIGNED IN COUNTERPART
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 April 2.04+,12021 by and between HECKER PASS NORTH LLC, a California
limited liability company ("Transferor") and LENNAR HOMES OF CALIFORNIA, INC., a
California corporation ("Transferee").
RECITALS
A. 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, to the extent they exist and have not expired, (i) all of
Transferor's rights 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 (collectively, the "Assigned Rights") and (ii) all of Transferor's duties and
obligations under the Development Agreement with respect to the Assigned Property that were
not required to have been satisfied or performed prior to the Effective Date, including without
limitation the duties and obligations, if any, associated with the 78 RDO Allocations that are
allocated to the Assigned Property (collectively, the "Assumed Obligations"), with the intent that
Transferor be relieved of all such Assigned Rights and Assumed Obligations, as authorized
under Article 8 of the Development Agreement.
C. Transferee desires to accept the Assigned rights and assume all of the Assumed Obligations
1
087172\12128205v4
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
and Assumed 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, without any representations or warranties, 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, interests,
duties and obligations 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 solely with respect to the Assumed Obligations, and agrees
to observe and fully perform all of such Assumed Obligations, 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
Assumed Obligations under the Development Agreement with respect to the Assigned Property
and the 78 RDO Allocations, including without limitation any Assumed 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 with or resulting
from the Assumed Obligations or Transferee's breach thereof, including reasonable attorneys'
fees and costs. Except to the extent related to the possibility that the Development Agreement has
expired and may no longer be in effect, as communicated to Transferor and Transferee by the City
of Gilroy, of which possible expiration the Transferee assumes all risk, Transferor agrees to
indemnify, defend and hold Transferee harmless from any claims, damages, liabilities, penalties,
fines, causes of action, lawsuits, and other proceedings and costs and expenses in connection with
or resulting from the duties and obligations of Transferor under the Development Agreement that
were required to be satisfied or performed prior to the Effective Date or Transferor's breach
thereof, including reasonable attorneys' fees and costs. 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 to the extent applicable to the Assigned Property.
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.
2
087172\12128205v4
5. The Notice Address described in the Development Agreement for Transferee
with respect to the Assigned Property shall be as follows:
LENNAR HOMES OF CALIFORNIA, INC.
2603 Camino Ramon, Suite 525
San Ramon, CA 94583
Attention: Steven Garrett
Email: Steven.Garrett@Lennar.com
Telephone: (925) 327-8347
[SIGNATURES ON FOLLOWING PAGES]
3
087172\12128205v4
IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the date first
above written.
TRANSFEROR: 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 Mana er
By:
Its: M • ager
der
? e'r
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 Cep a� _
On
yLa
personally app ed
) SS.
/ V, a" ( , before me, V 1 , .4 t 1-�`-n r , Notary Public,
/Q.v,d8A, , who proved to
me on the basis of satisfactory evidence to be the person( 'whose name,(4) is/subscribed to the
within instrument and acknowledged to me that he/slither executed the same in his/1#tlthai(
authorized capacity(icsY, and that by his/lietitie6 signature( .on the instrument the person(s), 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.
Signa
e
This area for officia7tarial seal
4
087172\12128205v4
V. L. AIZENMAN BUCKRIDGE
Notary Public - California
Contra Costa County
Commission # 2307508
My Comm. Expires Oct 30, 2023
TRANSFEREE: LENNAR HOMES OF CALIFORNIA, INC.,
a California corporation
By:
Name:
Its:
4iT
P2cs av4'T
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 CaTs{-QrnlO/j )
) SS.
COUNTY OF CO ni-ra CO s+ci )
On Apr i I 15,2021 , before me, t_Aur(n Mar4 Mor4C„Notary Public,
personally appeared S-t-eV C,n C-1 plrrt-H- , who proved to
me on the basis of satisfactory evidence to be the person(%) whose name* is/aye subscribed to the
within instrument and acknowledged to me that he/she/they executed the same in his/her/the-if
authorized capacity(ies), and that by his/14er/th r 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.
Signature
This area for official notarial seal
5
LAUREN MARY MORTE
Notary Public - California
Contra Costa County
Commission # 2307493
My Comm. Expires Oct 3. 2023
087172\12128205v4
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 3, 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)
6
087172\12128205v4