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Assignment and Assumption Agreement - Syngenta Flowers to Meritage HomesRECORDING REQUESTED BY: First American Title Insurance Company Escrow No. 0131- 619183ala WHEN RECORDED, MAIL TO: City Clerk City of Gilroy City Hall 7351 Rosanna Street Gilroy, California 95020 DOCUMENT: 22856052 I !1111111111�IIIIIIIIIIIIIIIII6� Fees .... '° ee Taxes ... a9Pj REGINA ALCOMENDRAS SANTA CLARA COUNTY RECORDER Recorded at the request of Recording Service (space Above This Line for Recorder's Use Only) APN: 810-21-001 (Affects this and other property) 810 -21 -018 (New APN, not yet assessed, affects this and other property) ASSIGNMENT AND ASSUMPTION AGREEMENT RDE # 005 2/17/2015 12 15 PM THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ( "this Agreement ") is made and entered into 'as of February j'� 2015, by and between Syngenta Flowers, Inc., a Florida corporation ( "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 A 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 68 Residential Development Ordinance Allocations (the "68 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 68 RDO Allocations) and to relieve Transferor of all of said assigned rights, duties and obligations in reference to the Assigned Property and the 68 RDO Allocations. Assignment and Assumption Agreement (Development Agreement) — Page 1 of 3 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 68 RDO Allocations. Transferor retains all the rights, title, 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 68 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 68 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 hereto 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. 8800 E. Raintree Drive, Suite 300 Scottsdale, AZ 85255 Attn: Legal Department [Signatures on following page.] Assignment and Assumption Agreement (Development Agreement) — Page 2 of 3 IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the date first above written. Transferor: SYNGENTA LOWERS, INC., a Florida corporation By: G /`-- Nam Scott Valentine Its: President L Transferee: µO' MERITAGE HOMES OF CALIFORNIA, INC., a California corporation By: Name: Its: SIGNED IN COUNTERPART Assignment and Assumption Agreement (MOU) Page 3 of 3 IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the date first above written. Transferor: SYNGENTA FLOWERS, INC., a Florida corporation 8y: ° MED IN COUNTERPART Name: Scott Valentine Its: President LCEMM Transferee: MEFt I*AGE HOMAS OFIALIFORNIA, INC., a California corporation Its' Assignment and Assumption Agreement (MOU) Page 3 of 3 CALIFORNIA ALL - PURPOSE ACKNOWLEDGEMENT 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 �tJ�� DY Vl LCD )SS COUNTY OF On a r O) S before me,� 1 �Q t�� ` , Notary Public, personally appeared 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. ELIZABETH E CARR Commission # 1948416 =� Notary Public - CaNlorala Santa Clara County Signature Affix C Expires Aug 15.2015 CALIFORNIA ALL - PURPOSE ACKNOWLEDGEMENT 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 P( )SS COUNTY OF I n n On 121�U aLj 12.2D IS before me, C9 ✓-e_- , Notary Public, personally appeared 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 capacMies), 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. SHANNON CORE Commission # 2076929 i Notary Public - California lip Solano County MY Gomm.,:E irea Au" 5 2018 Signature <1 Affix appropriate seal abo Exhibit A to Assignment and Assumption Agreement Legal Description of the Assigned Property Real property in the City of Gilroy, County of Santa Clara, State of California, described as follows: LOTS 117 THROUGH 186, PARCELS A, P, R, S, T, U, V, X, W, Z, A4 and AS AS SHOWN ON "TRACT 10220 HECKER PASS ", RECORDED OCTOBER 30, 2014. IN MAP BOOK 877, PAGES 21 -42, SANTA CLARA COUNTY RECORDS. APN: 810-21-001 (Affects this and other property) 810 -21 -018 (New APN, not yet assessed, affects this and other property) Exhibit A to Assignment And Assumption Agreement (Development Agreement)