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Civic Rancho Meadows and Meritage Homes - Assignment and Assumption AgreementRECORDING REQUESTED BY FIRST AMERICAN TITLE 913)4aaoeqd RECORDING REQUESTED BY AND I WHEN RECORDED, MAIL TO: City Clerk City of Gilroy City Hall 7351 Rosanna Street Gilroy, California 95020 DOCUMEW. 22,00439 Pages: 7 IAUN�1�AlUBVIIMII Tom:: 22480439 AW PAID 43.00 43.00 REGINA ALCOMENDRAS RDE # 007 SANTA CLARA COUNTY_ RECORDER 1212442013 Recorded at the request of 11:52 AM FIRST AMER TIM SanJose CA SPL (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 124, 2013, by and between CIVIC RANCHO MEADOWS, LLC, a California limited liability company ( "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 the 15 Residential Development Ordinance Allocations (the "15 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 15 RDO Allocations) and to relieve Transferor of all of said assigned rights, duties and obligations in reference to the Assigned Property and the 15 RDO Allocations. NOW, THEREFORE, Transferor and Transferee hereby agree as follows: SIGNED IN COUNTERPART RECORDING REQUESTED BY FIRST AMERICAN TITLEr3� (oaooc�0y RECORDING REQUESTED BY AND WHEN RECORDED, MAIL TO: City Clerk City of Gilroy City Hall 7351 Rosanna Street Gilroy, California 95020 11 THIS DOCUMENT HAS BEEN ELECTRONICALLY RECORDED. SEE THE ATTACHED COVER PAGE FOR RECORDING INFORMATION (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 -► , 2013, by and between CIVIC RANCHO MEADOWS, LLC, a California limited liability company ( "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 the 15 Residential Development Ordinance Allocations (the "15 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 15 RDO Allocations) and to relieve Transferor of all of said assigned rights, duties and obligations in reference to the Assigned Property and the 15 RDO Allocations. NOW, THEREFORE, Transferor and Transferee hereby agree as follows: 1 W-2 I.J. 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 15 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 15 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 15 RDO Allocations, including without limitation any associated obligation to construct or fmance 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: 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 [continued on following page] 2 With A Copy to: Meritage Homes Corporation 17851 N. 85th Street, Suite 300 Scottsdale, Arizona 85255 Attn: Ryan Hamilton Telephone: (480) 515 -8089 Facsimile: (623) 321 -9642 IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the date first above written. TRANSFEROR: CIVIC RANCHO MEADOWS, LLC, a California limited liability company By: CIVIC PROPERTY GROUP, INC., a California corporation Its: Member By: David B. Sanson Its: President TRANSFEREE: MERITAGE HOMES OF CALIFORNIA, INC., a California corporation By: _ Name: Its: With A Copy to: Meritage Homes Corporation 17851 N. 85th Street, Suite 300 Scottsdale, Arizona 85255 Attn: Ryan Hamilton Telephone: (480) 515 -8089 Facsimile: (623) 321 -9642 IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the date first above written. TRANSFEROR: CIVIC RANCHO MEADOWS, LLC, a California limited liability company By: CIVIC PROPERTY GROUP, INC., a California corporation Its: Member By: David B. Sanson Its: President TRANSFEREE: MERITAGE HOMES OF CALIFORNIA, INC., a California comoration By: Nat Its: STATE OF CALIFORNIA ) ) ss. COUNTY OF CM12S ) On December, 2013, before me, YUQ t,V�- Notary Public, Datey Notary personally appearedcl Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the personfs)'whose name(,s�-is /are' subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/} /their authorized capacity(jra), and that by his/her /fir signatureis)-on the instrument the personal; 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. C OMM 02012038 a ia Notary Public • California o Contra Costa County Conn. Expires Mar. 14.2017 Place Notary Seal Above FOR NOTARY SEAL OR STAMP WITNESS my hand and official seal. 4 Signature of Notary Public STATE OF CALIFORNIA ) ss. COUNTY OF SCA0AA10 ) On December x''2013, before me, '�-� -��' C�"°�`W , Notary Public, Date Name of Notary personally appeared Name(s) of Signer(s) 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. REBECCA A. GODDARD Commission # 1995642 :e Notary Public - California z Solano County My Comm. Expires Oct 27, 2016 Place Notary Seal Above Signature of Notary Public FOR NOTARY SEAL OR STAMP 4 A ,- EXHIBIT ONE Legal Descriptions of the Assigned Property Real property in the City of Gilroy, County of Santa Clara, State of California, described as follows: PARCEL A, AS SHOWN ON THE PARCEL MAP FILED FOR RECORD ON JANUARY 24, 2013, IN BOOK 858 OF MAPS AT PAGE(S) 48 -49, SANTA CLARA COUNTY RECORDS. APN: 810 -21 -004 and 810 -21 -005 (Affects this and other property)