ASSIGNMENT AND ASSUMPTION AGREEMENT

							Recording Requested By and
When Recorded Return To:


City of Adelanto
Attn: City Clerk
11600 Air Expressway
Adelanto, CA 92301


                                                                    (Space Above This Line For Recorder’s Use)



                            ASSIGNMENT AND ASSUMPTION AGREEMENT

       THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Assignment”) is made
and entered into as of ________________, _______ (“Effective Date”), by and between
MORELAND CORPORATION, a California corporation (the “Developer” or “Assignor”) and
THE GEO GROUP, INC., a Florida corporation (“Assignee”), with reference to the following
Recitals.

                                             Recitals

        A.       Assignor, as “Developer,” and the City of Adelanto, a California municipal
corporation (“City”), have entered into that certain Development Agreement dated August 22,
2008, which was recorded on May 19, 2009 as Instrument No. 2009-0216169, Official Records
of San Bernardino County (the “Development Agreement”), for purposes of, among other
things, (i) setting forth a $4,000,000 up front payment to be made by the Developer to the City,
prior to the City’s issuance of any certificate of occupancy for the Project (as defined in the
Development Agreement), that the parties agree is designed to compensate the City for (A)
additional intensity of use resulting from the Project and (B) the potential added wear and tear on
the municipal infrastructure which will result from the Development Plan (the “Fiscal
Mitigation Payment”); and (ii) granting Developer a vested right to develop the Site according
to the Development Plan.

        B.     The Development Agreement concerns that certain 10.98 acre parcel of real
property (“Site”) located on the northeast corner of Koala Road and Holly Road (commonly
known as APN 3129-261-11), which is within Industrial Park 3, in the City of Adelanto, County
of San Bernardino, State of California. The Site is legally described in Exhibit “A” attached
hereto.

       C.    Capitalized terms not defined herein shall have the same meaning as set forth in
the Development Agreement.

        D.     Concurrently with the date this Assignment is recorded in the Official Records of
San Bernardino County (“Effective Date”), Assignee is acquiring the Site, and Assignor is
retaining no legal or equitable interest in the Site.


Assignment and Assumption Agreement
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        E.      In accordance with Section 7.1 of the Development Agreement, Assignor now
desires to assign all of its obligations and its right, title, and interest in and to the Development
Agreement to Assignee, and Assignee desires to accept such assignment on, and subject to, the
terms and conditions set forth in this Assignment.

       NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


                                       AGREEMENT:

      1.       Assignment. From and after the Effective Date of the Assignment, Assignor
hereby assigns, conveys, transfers and delivers to Assignee all of Assignor’s right, title, interest,
and obligation in, to and under the Development Agreement, and Assignee hereby accepts such
assignment and agrees to assume performance of all terms, covenants, obligations and conditions
occurring or arising under the Development Agreement from and after the Effective Date of this
Assignment.

      2.       Assumption of Obligations. By acceptance of this Assignment, Assignee hereby
agrees to assume all of Assignor’s right, title, interest and obligation in, to and under the
Development Agreement, and Assignee agrees to timely discharge, perform or cause to be
performed and to be bound by all of the liabilities, duties and obligations imposed in connection
with the Development Agreement, from and after the Effective Date of this Assignment to the
same extent as if Assignee had been the original party thereto.

       3.      Indemnities. Assignor hereby agrees to indemnify and hold Assignee harmless
from and against all claims, demands, losses, damages, expenses and costs including, but not
limited to, reasonable attorneys’ fees and expenses actually incurred, arising out of or in
connection with any act or omission of Assignor pursuant to the Development Agreement
relating to any period of time prior to the Effective Date of this Assignment. Assignee hereby
agrees to indemnify and hold Assignor harmless from and against all claims, demands, losses,
damages, expenses and costs including, but not limited to, reasonable attorneys’ fees and
expenses actually incurred, arising out of or in connection with any act or omission of Assignor
pursuant to the Development Agreement relating to any period of time on or after the Effective
Date of this Assignment

       4.       Successors and Assigns. This Assignment shall be binding upon and shall inure
to the benefit of the successors and assigns of the respective parties hereto.

      5.      Governing Law. This Assignment shall be governed by and construed in
accordance with the laws of the State of California.

       6.      Further Assurances. The parties covenant and agree that they will execute such
other and further instruments and documents as are or may become necessary or convenient to
effectuate and carry out this Assignment.

      7.     Authority of Signatories to Bind Principals. The persons executing this
Assignment on behalf of their respective principals represent that (i) they have been authorized

Assignment and Assumption Agreement
G484-000--401999
to do so and that they thereby bind the principals to the terms and conditions of this Assignment
and (ii) their respective principals are properly and duly organized and existing under the laws
of, and permitted to do business in, the State of California.

       8.       Interpretation. The paragraph headings of this Assignment are for reference and
convenience only and are not part of this Assignment. They have no effect upon the construction
or interpretation of any part hereof. The provisions of this Assignment shall be construed in a
reasonable manner to effect the purposes of the parties and of this Assignment.

      9.       Counterparts. This Assignment may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed to be an original and all of which
counterparts taken together shall constitute but one and the same instrument.

        IN WITNESS WHEREOF, this Assignment has been executed by the parties as of the
date set forth above.


“Assignor”                                       “Assignee”

MORELAND CORPORATION,                            THE GEO GROUP, INC., a Florida
a California corporation                         corporation


By:                                              By:
Name:                                            Name:
Its:                                             Its:




CITY Consent on Following Page




Assignment and Assumption Agreement
G484-000--401999
                                            CITY CONSENT

City hereby consents to the assignment of the Development Agreement from Assignor to
Assignee. City further acknowledges and agrees that the Development Agreement is in full force
and effect, and as of the Effective Date the City hereby affirms the terms and conditions of the
Development Agreement as an agreement between City and Assignee.

For purpose of Sections 8.12 and 7.1 of the Development Agreement, City acknowledges and
agrees that as of the Effective Date Developer is not in default under the terms of the
Development Agreement, and that Developer has submitted this executed assignment and
assumption agreement, which is in a form and content acceptable to the City, prior to the
Effective Date of such assignment.

CITY OF ADELANTO, a California municipal corporation



By: ______________________________
James Hart, Ph.D.
City Manager
Date: ____________________________

ATTEST

________________________________
City Clerk


APPROVED AS TO FORM AND CONTENT

CITY OF ADELANTO
Todd Litfin, City Attorney

________________________________




Assignment and Assumption Agreement
G484-000--401999
STATE OF                                         )
                                                 )
COUNTY OF                                        )

        On ____________________, 2009, before me, ________________________, a Notary
Public,      in    and     for     said   County      and     State,    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 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.

                                                 ___________________________________
                                                 Notary Public




STATE OF                                         )
                                                 )
COUNTY OF                                        )

        On ____________________, 2009, before me, ________________________, a Notary
Public,      in    and     for     said   County      and     State,    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 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.

                                                 ___________________________________
                                                 Notary Public




Assignment and Assumption Agreement
G484-000--401999
                                         EXHIBIT “A”

                                      LEGAL DESCRIPTION

        All that certain real property located in the City of Adelanto, County of San Bernardino,
State of California, as more particularly described as follows:

            PARCEL 1 OF PARCEL MAP NO. 12345, IN THE CITY OF ADELANTO,
            COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT
            RECORDED IN BOOK 154 OF PARCEL MAPS, PAGES 29 THROUGH 32,
            INCLUSIVE, RECORDS OF SAID COUNTY. EXCEPTING THEREFROM
            ALL OIL AND MINERAL RIGHTS SITUATED BELOW A DEPTH OF 500
            FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED BY
            UNION MINERALS AND CHEMICAL COMPANY BY DEED RECORDED
            NOVEMBER 9, 1978 IN BOOK 9557, PAGE 1130 OF OFFICIAL RECORDS.




Assignment and Assumption Agreement
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