Assignment and Assumption Agreement - Arias Trust to Meritage HomesRECORDING IRST AMERICAN REQUESTED Y
TITLE
012) 1 -(p)9 0aoC11,
RECORDING REQUESTED BY AND
WHEN RECORDED, MAIL TO:
City Clerk
City of Gilroy City Hall
7351 Rosanna Street
Gilroy, California 95020
DWILIMENT.- U828774
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Pages: 6
40.00
.00
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22828774 AMT PAID
REGINA ALCOMENDRAS
SANTA CLARA COUNTY RECORDER
Recorded at the request of
First American Title Co- PASION
(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 , 10t��L , 2015, by and between, JOANNE LUNA TRUSTEE
OF THE SURVIVOR'S TRUST OF THE JESS V. ARIAS AND JOSEPHINE ARIAS
REVOCABLE TRUST DATED 6/30/98 AS TO AN UNDIVIDED 46.7419% INTEREST AND
JOANNE LUNA, TRUSTEE OF THE BYPASS TRUST OF THE JESS V. ARIAS AND
JOSEPHINE ARIAS REVOCABLE TRUST DATED 6/30/1998 AS TO AN UNDIVIDED
53.2581% INTEREST ( "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 thirteen (13)
Residential Development Ordinance Allocations (the "13 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.
40.00
RDE # 005
111512015
12:05 PM
REFIRST AMERICAN REQUESTED Y
TITLE
0131 -(01° 0 ac) a ►a
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 , �Q iflUGl r� S , 2015, by and between, JOANNE LUNA TRUSTEE
OF THE SURVIVOR'S TRUST OF THE JESS V. ARIAS AND JOSEPHINE ARIAS
REVOCABLE TRUST DATED 6/30/98 AS TO AN UNDIVIDED 46.7419% INTEREST AND
JOANNE LUNA, TRUSTEE OF THE BYPASS TRUST OF THE JESS V. ARIAS AND
JOSEPHINE ARIAS REVOCABLE TRUST DATED 6/30/1998 AS TO AN UNDIVIDED
53.2581% INTEREST ( "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 thirteen (13)
Residential Development Ordinance Allocations (the "13 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 13 RDO Allocations) and to relieve Transferor of all of said assigned rights, duties
and obligations in reference to the Assigned Property and the 13 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
13 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 13 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 13 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
[Signatures appear on following page]
IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the date
first above written.
Transferor:
Joanne Luna, Trustee of the Survivor's Trust
of the Jess V. Arias and Josephine Arias
Revocable Trust dated 6/30/98 as to an
undivided 46.7419% interest
nne Luna, Trustee
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 )SS
COUNTY OF
On , before
me,
appeared
Joanne Luna, Trustee of the Bypass Trust of
the Jess V. Arias and Josephine Arias
revocable trust dated 6/30/1998 as to an
undivided 53.2581 %o interest
anne Luna, Trustee
Notary Public, ersonally
rt a 01- CL- 64Z,
1-i , who proved to me on the basis of satisfactory
evidence to be the persot hose namS(s -is(a- e-subscribed to the within instrument and
acknowledged to me that4m- /she /theyrexecuted the same inrhWher/ it authorized capacity(iqW, and
that by er /thjpif`signatureW on the instrument the persons}; er the entity upon behalf of which
the person�4ected, 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 al. a ,, ROBERT J. N STEEN JR
COMM. # 1979617
NOTARY PUBLIC
g ° CALIFORNIA
Signature a SANTA CLARA COUNTY
EXP. JUNE 22, 2016
This area for official notarial seal
Transferee:
GE WNXS OF CALIFORNIA, INC., a California corporation
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 C p' )SS
COUNTY OF (a Y10 )
On C.-" 2 , before
me, _ o , Notary Public, personally
appeared Y�
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 Califomia that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
SHANNON CORE
commission # 2016929
MMM Notary Public - California
e Z
z1W Sohno County
My Comm.. Expires Aug 5, 2018
This area for official notarial seal
. r
EXHIBIT ONE
Assignment and Assumption Agreement
Legal Descriptions of the Assigned 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-
PARCEL A:
PARCEL 1, PARCEL MAP OF THE LAND OF JOSEPHINE HOEY, FILED JULY 29, 1971, MAP BOOK 287,
PAGE 24, SANTA CLARA COUNTY.
PARCEL B:
A NON - EXCLUSIVE EASEMENT FOR AN UNDERGROUND SEWER LINE GRANTED TO JESS V. ARIAS AND
JOSEPHINE ARIAS, HUSBAND AND WIFE RECORDED APRIL 20, 1992, BOOK M149, PAGE 1058,
DOCUMENT NO. 11324307 OF OFFICIAL RECORDS OF SANTA CLARA COUNTY MORE PARTICULARLY
DESCRIBED AS FOLLOWS:
A SANITARY SEWER EASEMENT FIFTEEN FEET IN WIDTH ACROSS THAT CERTAIN PARCEL 2 OF LAND
AS SAID PARCEL IS SHOWN ON A PARCEL MAP OF THE "LANDS OF JOSEPHINE HOEY" RECORDED IN
BOOK 287 OF MAPS AT PAGE 24 THEREIN, SANTA CLARA COUNTY RECORDS; SAID EASEMENT
RUNNING SOUTHWESTERLY, THE NORTHWESTERLY LINE BEING DESCRIBED AS FOLLOWS:
BEGINNING AT AN IRON PIPE ON THE COMMON LINE OF PARCEL 1 AND SAID PARCEL 2 AS SHOWN
ON SAID MAP, AND BEING THE SOUTHEASTERLY CORNER OF PARCEL 1; THENCE ALONG THE
SOUTHERLY BOUNDARY OF PARCEL 1, N86 °47'10 "W, 206.97 FEET AND S72 °47'40 "W, 130 FEET TO
THE TRUE POINT OF BEGINNING; THENCE CONTINUING ALONG SAID SOUTHERLY BOUNDARY OF
PARCEL 1, S72 047'40 "W, 39.36 FEET AND S51 °36'W, 120 FEET MORE OR LESS TO A POINT OPPOSITE
AN EXISTING SANITARY SEWER MANHOLE KNOW AS MANHOLE 19 OF THE COUNTRY CLUB TRUNK
SEWERLINE, BEING ALSO THE TERMINUS OF SAID FIFTEEN FOOT EASEMENT.
APN: 810 -20 -004