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South Valley Community Church - Assignment and Assumption AgreementV\ . DRDING REQUESTED BY FIRST AMERICAN TITLE 6131 - 6Z000ga la` RECORDING REQUESTED BY AND WHEN RECORDED. MAIL TO: City Clerk City of Gilroy City Hall 7351 Rosanna Street Gilroy, California 95020 DOCUMENT: 22474218 �tlIN�I11��NR��� :e Pages; <eae AMT PAID 40.00 REGINA ALCOMENDRAS SANTA CLARA COUNTY RECORDER Recorded at the request of First American Title Company (SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE) ASSIGNMENT AND ASSUMPTION AGREEMENT RDE # 026 12/18/2013 8:00 AM THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("this Agreement ") is made and entered effective March 28, 2013, by and between SOUTH VALLEY COMMUNITY CHURCH, a California non - profit religious corporation ( "Transferor") and CIVIC RANCHO MEADOWS, LLC, a California limited liability company ( "Transferee "). RECITALS A. Transferor or a predecessor in interest of Transferor entered into a Development Agreement (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 assign to Transferee all of Transferor's interests in all or a portion of Transferor's portion of the Subject Property as described in Exhibit 1 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 prior to or 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, with the intent that Transferor be relieved of all such rights, duties and obligations, as authorized under Article 9 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 and to relieve Transferor of all of said assigned rights, duties and obligations in reference to the Assigned Property. 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. 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, 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 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. 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. 4. The Notice Address described in the Development Agreement for Transferee with respect to the Assigned Property shall be as follows: Civic Rancho Meadows, LLC Attn: David B. Sanson 1500 Willow Pass Court Concord, CA 94520 Telephone: (925) 685 -0110 Facsimile: (925) 685 -0660 IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the date first above written. TRANSFEROR: SOUTH VALLEY COMMUNITY CHURCH, a California non -profjj religious corporation ez ev' urz abe ts: Co- hairman of the Elder Board TRANSFEREE: CIVIC RANCHO MEADOWS, LLC, a California limited liability company By: Civic Property Group, Inc., a California corporation Its Member /l By: David B. Sanson Its: President i EXHIBIT 1 PARCEL A. AS SHOWN ON THE PARCEL MAP FILED FOR RECORD ON JANUARY 24, 2013, IN BOOK 858 OFD MAPS AT PAGE(S) 48 -49, SANTA CLARA COUNTY RECORDS. . State of California County of Santa Clara On 9th day of December, 2013 before me, Janet K. Wallace a Notary Public, personally appeared Kevin Kurzenknabe, 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 is /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. official seal Sig Name: 3 f K. Wallace (typed or printed) JW /jw i� (Seal) JANET K. WALLACE NOTARY PUBLIC - CALIFORNIA COMMISSION * 2032557 SANTA CLARA COUNTY My Comm. Exp. August 1, 2017 State of 4.2 /4/ X Count of (1C'IZ>Q Gl "v On Notary Public, personally appeared Q vi who proved to me on the basis of satisfactory evidence to be the personX) whose name (4 is /aXrsubscribed to the within instrument and acknowledged to me that he /sOkAxy executed the same in his /hOAWr authorized capacity�s), and that by his/Iir /thAir signature on the instrument the person or the entity upon behalf of which the pers0 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 a ial s & ' Signature• Name: (typ6d or printed) Jw/jw APRIL HUERTA COMM. # 191 U MO z s� NOTARY PUBLIC - CALIFORNIA Z CONTRA COSTA COUNTY It .._. �,.., — Fxnires Oct. 28, 2014 (Seal)