Assignment and Assumption Agreement - South Valley Community ChurchRECORDING REQUESTED BY
S Rp1, —Y:;,o
RECOG STED
)Ce��
BY AND
WHEN RECORDED, MAIL TO:
City Clerk
City of Gilroy City Hall
7351 Rosanna Street
Gilroy, California 95020
DOCUMENT: 23006295
Pages
Fees.... 43.00
Taxes...
Copies.
AMT PAID 43.00
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
7/02/2015
1152 AM
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement ") is made and
entered into as of July oL. , 2015, by and between SOUTH VALLEY COMMUNITY CHURCH, a
California nonprofit corporation ( "Transferor ") and NORTHERN CALIFORNIA LAND AND
ENTITLEMENT CONSULTANTS, 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, 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 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, 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:
Northern California Land and Entitlement Consultants, Inc.
Attn: Skip Spirering
Skipspiring 10 akmail.com
Telephone: 408 - 836 -9290
IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the date first
above written.
TRANSFEROR:
SOUTH VALLEY COMMUNITY CHURCH, a California
nonprofit corporation
By:
Name: cf�i�n 51 e pht,n .li't.✓
Its:
TRANSFEREE:
NORTHERN CALIFORNIA LAND AND
ENTITLEMENT CONSULTANTS, 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:
SOUTH VALLEY COMMUNITY CHURCH, a California
nonprofit corporation
By: SIGNED IN COUNTCQDAQT
Name:
Its:
TRANSFEREE:
NORTHERN CALIFORNIA LAND AND
ENTITLEMENT CONSULTANTS, INC.,
a0
By:
Nar
Its:
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 (-A-Ll PRN rq )
COUNTY OF
S ArN Tp C f;A-A A- � SS.
On 0 7/01/Z'0115 before me, CL I AS t to M e Nf , Notary Public,
personally appeared ' T H N 57g-1'HrN PAIZKE)11-- , who proved to me
on the basis of satisfactory evidence to be the person(sl'whose name(<is /ate subscribed to the within
instrument and acknowledged to me that he /skeakey executed the same in his/her` /Ifteir authorized
capacity(ies}'and that by his/horAheir signature(gf on the instrument the person(s�r, or the entity upon
behalf of which the person(<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.
Signature
&&, r
This area for official notarial seal
ELIAS MEMON
Commission # 2033758
z
a
Notary Public - California z
z
Santa Clara County n
My Comm. Expires Aug 12, 2017
This area for official notarial seal
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 OFlilc.[%
On , 1'la �, � Dl � , before me, /.%7. L. � ,Notary Public,
personally app red ' ' L , who proved to me
on the basis of satisfactory evidence to be the per on(s) whos a 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.
Signature
M. t. = Co"-Z. I2Mb 78
7 PVM • C Mlon*
Nwr,
Corm. c,� 7 tot!
This area for official notarial seal
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 ONE:
PARCELS C AND D, INCLUSIVE, 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,
PARCEL TWO:
PARCEL B AS SHOWN ON THE MAP ENTITLED "TRACT 10267, HEARTLAND ESTATES"
FILED FOR RECORD ON JUNE 29, 2015 IN BOOK 884 OF MAPS AT PAGE(S) 25 -31, SANTA
CLARA COUNTY RECORDS