Assignment and Assumption Agreement - Hoey to MeritageRE IRSDI EAMERCQAN TTTD Y
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(91'3 I--&14 301 a,ti,
RECORDING REQUESTED BY
AND WHEN RECORDED, MAIL
TO:
City Clerk
City of Gilroy City Hall
7351 Rosanna Street
Gilroy, California 95020
DOCUMENT: 22711601 .. 46,00
REGINA ALCOMENDRAS
SANTA CLARA COUNTY RECORDER
Recorded at the request of
Recording Service
(SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S
USE)
ASSIGNMENT AND ASSUMPTION AGREEMENT
RDE # 006
9/19/2014
11:00 AM
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ( "this Agreement ") is
made and entered into as of ok r,4, 2014, by and between the THE HOEY
FAMILY PARTNERSHIP, a California limited partnership ( "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 100
Residential Development Ordinance Allocations (the "100 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 100 RDO Allocations) and to relieve Transferor of all of said assigned rights,
duties and obligations in reference to the Assigned Property and the 100 RDO Allocations.
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, including without limitation
the 100 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 100 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 100 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 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
2
IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the date
first above written.
TRANSFEROR: THE HOEY FAMILY PARTNERSHIP, a California
limited partnership
By: 6 "- i
Name: Barbara A. Armenta
Its: General Partner
By
Name: M one F. Siverson
Its: General Partner n A
B Y Fes VW.
Name: W. Hoey
Its: Ge artner
TRANSFEREE: MERITAGE HOMES OF CALIFORNIA, INC., a
California corporation
By: SIGNED IN COUNTERPART
Name:
Its:
IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the date
first above written.
TRANSFEROR: THE HOEY FAMILY PARTNERSHIP, a California
limited partnership
By: SIGNED IN COUNTERPART
Name: Barbara A. Armenta
Its: General Partner
SIGNED IN COUNTERPART
By:
Name: Marjorie F. Siverson
Its: General Partner
SIGNED IN COUNTERPART
By:
Name: James W. Hoey
Its: General Partner
TRANSFEREE: MFXTAGE HQtAEEF OF CALIFORNIA, INC., a
L:
N
Its: V , T-
C
CALIFORNIA ALL - PURPOSE ACKNOWLEDGEMENT
STATE OF California )SS
COUNTY OF $AATM Ct -4R_,9 )
File No: 0131- 619301ala (DB)
APN No: 810 -20 -020
On <SE;r-T i(P� -?-0/4 before me, Jill FOWIK: i , Notary Public, personally appeared
SA- A,8*CA 4. 4/v-N00W, A/A RZO&E f 5,1VER541A) AXW _T,#1nF- S w. #0 EX
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) a /are subscribed to the within
instrument and acknowledged to me that he/she /they executed the same in his/ /their authorized capacity(ies), and that by
hiker /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 han and official seal.
Signature
JILL FOWLKS
Commission # 1931345
.,; Notary Public - California z
Z "' Santa Clara County
My Comm. Expires Apr 28, 2015
This area for official notarial seal.
OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT
CAPACITY CLAIMED BY SIGNER
Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the
documents.
0 INDIVIDUAL
❑ CORPORATE OFFICERS) TITLE(S)
❑ PARTNER(S) ❑ LIMITED ❑ GENERAL
❑ ATTORNEY -IN -FACT
❑ TRUSTEE(S)
0 GUARDIAN /CONSERVATOR
0 OTHER
SIGNER IS REPRESENTING:
Name of Person or Entity
Name of Person or Entity
OPTIONAL SECTION - NOT PART OF NOTARY ACKNOWLEDGEMENT
Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form.
THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW
TITLE OR TYPE OF DOCUMENT:
NUMBER OF PAGES
SIGNERS) OTHER THAN NAMED ABOVE
DATE OF DOCUMENT
Reproduced by First American Title Company
STATE OF CALIFORNIA )
` ) ss.
COUNTY OF \ rl. )
On , 2014, before me, )e C C4 N � 0� f , Notary Public,
Date —� Name ofNotar
personally appeared \� c C,X • 71a� C
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. GODDARO
Commission # 1995642
Notary Public - California i
Zsz., Solano County >
My Comm. Expires Oct 27, 2016
Place Notary Seal Above Signature of Notary Public
FOR NOTARY SEAL OR STAMP
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
OFFICE OF THE RECORDER OF THE COUNTY OF SANTA CLARA, STATE
OF CALIFORNIA ON SEPTEMBER 10, 2008 IN BOOK 827 OF MAPS AT
PAGES 12 -13.
A.P.N.: 810 -20 -020