24928271 - Assignment and Assumption Agreement - - Recorded 04/20/20215
RECORDING REQUESTED BY:
First American Title Company
WHEN RECORDED MAIL DOCUMENT TO:
City Clerk
City of Gilroy City Hall
7351 Rosanna Street
Gilroy, California 950
1617 1
81920Q/
**This document was electronically submitted
to Santa Clara County for recording**
24928271
Regina Alcomendras
Santa Clara County - Clerk -Recorder
04/20/2021 02:38 PM
Titles: 2 Pages: 9
Fees: $74.00
Tax: $0.00
Total: $74.00
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
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 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 April2021 ("Effective Date") 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 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 (i) all of Transferor's rights,
under the MOU with respect to the Assigned Property, including without limitation the rights,
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 MOU 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 the Assumed Obligations, as
authorized under Section 20 of the MOU.
C. Transferee desires to accept the Assigned Rights and assume the Assumed
Obligations and to relieve Transferor of all of said Assigned Rights and Assumed Obligations.
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NOW, THEREFORE, Transferor and Transferee hereby agree as follows:
1. Transferor hereby assigns, without representation or warranty, 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, effective as of Transferor's
conveyance of the Assigned Property to Transferee, all of the burdens and obligations of
Transferor under the Assumed Obligations, and agrees to observe and fully perform all of the
duties and obligations of Transferor under the Assumed Obligations, and to be subject to all
the terms and conditions of the MOU with respect to the Assigned Rights 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 solely with respect to the Assumed Obligations, including without limitation any
associated obligation included in the Assumed 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 MOU), and that all the other members of the Property Owner Group shall look solely to
Transferee for satisfaction of the Assumed 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. 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 MOU 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 MOU with respect to the Assigned Rights and Assumed Obligations
and the several City of Gilroy regulations, approvals, entitlements and agreements to which
the MOU refers 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, 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.
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087172\12128204v3
5. The Notice Address 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
[Signature pages followl
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087172\12128204v3
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
By: N. Ja
Its: Man.'ger
4
. 9\y e
087172\12128204v3
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
ecEit ) SS.
On
personally
appeared 1i • ,f a,( %4l d 62/
me on the basis of satisfactory evidence to be the person' whose name#6 is/kisubscribed
to the within instrument and acknowledged to me that heL9lie/tr y executed the same in
his/her/their authorized capacity(i s'), and that by his/h'.et-/t*6r signature} --on the instrument
the person, or the entity upon behalf of which the person( 'acted, executed the instrument.
tL ten aiam
/ e2O? /
, before me,
, Notary
Public,
, who proved
to
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.
5
V. L. AIZENMAN BUCKRIDGE
Notary Public - California
Contra Costa County n
Commission /1 2307508
My Comm. Expires Oct 30, 2023
This area for official notarial seal
087172\12128204v3
TRANSFEREE: LENNAR HOMES OF CALIFORNIA, INC.
a California corporation
By:
Name: 5 TISVC1,..1 G 4'124.2 T 7
Its: V 2GL5 P 0-V S'.0 oN "T
6
087172\12128204v3
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 )
) SS.
COUNTY OF Contra CO s+c1)
On Ptyri 1 IS 1 2021 , before me,
personally L0IVYM MA ry
appeared SA-C.-Vex CI t rre.-F
, Notary
Mo r-I-e, Public,
, who proved
to
me on the basis of satisfactory evidence to be the person(g) whose name(i) 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.
7
LAUREN MARY MORTE
Notary Public - California
Contra Costa County
Commission R 2307493
My Comm. Expires Oct 3, 2023
This area for official notarial seal
087172\12128204v3
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 and made a part hereof:
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)
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087172\12128204v3