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HomeMy WebLinkAboutHuntington Beach Housing Authority - 2013-03-01RECORDING RFOUESTED BN FIRST AMERICAN TITIF COMPANY NATIONAL HOME13UILDER SERVICES SUBDIVISION DEPARTMENT Recording Requested by and When Recorded Return to: City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attention: Cit Clerk Recorded in Official Records, Orange County Renee Ramirez, Assistant Clerk -Recorder III 111 I III 1111 III El1111111 Et It III 111 I l II Z *$ R 0 0 0 5 7 2 5 1 1 4$ 201300019121512:43 prn 03/29/13 117 408 A38 A30 F13 8 0.00 0.00 0.00 0.00 21.00 0.00 0.00 0.00 - i SPACE ABOVE THIS LINE FOR RECORDER'S USE U'l GOVERNMEN'19 BUSINt'SS Free Recording Requested (Govt. Code §27-M), ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment') dated as of March 1, 2013 is made and entered into by and between THE CITY OF HUNTINGTON BEACH, a municipal corporation, (herein called the "City") and THE HUNTINGTON BEAC1 1 HOUSING AUTHORITY, a public body, corporate and politic (herein called the "Authority"), RECITALS A. Pursuant to Section 33220 of the California Community Redevelopment Law [Health and Safety Code Section 33000 et seq.], the City and the Huntington Beach Redevelopment Agency (the "Redevelopment Agency") entered into a number of Cooperation Agreements to continue the effort to redevelop, revitalize and/or eliminate blight in the Huntington Beach Redevelopment Project Area (Project Area) to achieve the purposes and goals of the Project Area, to repay debt to the City and to provide for affordable housing, as appropriate and as authorized by redevelopment law in effect at the time of approval of said agreements B. Certain property, assets and obligations of the Redevelopment Agency, including assets and obligations associated with the housing activities of the Redevelopment Agency were transferred to the City pursuant to Redevelopment Agency Resolution No. 388 and City Council Resolution No. 201 1-17 adopted on March 7, 2011, in order to allow the City to appropriately complete redevelopment projects and other related activities as set forth in the Cooperation Agreements. C. Pursuant to Section 34176 of the Community Redevelopment Law, Section 34312.5 of California's Housing Authorities Law [Health & Safety Code §§34200, et seq.] and Section 34509 of California's Housing Cooperation Law [Health & Safety Code §§34500, et seq.], on January 9, 2012 the City adopted Resolution No. 2012-002 and the Housing Authority adopted Resolution No. 01 transferring from the City to the Housing Authority the Redevelopment Agency's housing assets previously transferred to the City, including the Redevelopment Agency's low and moderate income housing loans, to enable the Housing Authority to carry out the housing functions of the Redevelopment Agency. RECORDING REQUESTED W. FIRST AMERICAN TITLE COMPANY NATIONAL HOMEBUILDER SERVICES SUBDIVISION DEPARTMENT Recording Requested by and When Recorded Return to: City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attention: Ci Clerk 40: '4-, SPACE ABOVE THIS LINE FOR RECORDER'S USE GOVERNMENT BUSINESS Free Recording Requested (Govt. Code §27383) ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") dated as of March 1, 2013 is made and entered into by and between THE CITY OF HUNTINGTON BEACH, a municipal corporation, (herein called the "City") and THE HUNTINGTON BEACH HOUSING AUTHORITY, a public body, corporate and politic (herein called the "Authority"). RECITALS A. Pursuant to Section 33220 of the California Community Redevelopment Law [Health and Safety Code Section 33000 et seq.], the City and the Huntington Beach Redevelopment Agency (the "Redevelopment Agency") entered into a number of Cooperation Agreements to continue the effort to redevelop, revitalize and/or eliminate blight in the Huntington Beach Redevelopment Project Area (Project Area) to achieve the purposes and goals of the Project Area, to repay debt to the City and to provide for affordable housing, as appropriate and as authorized by redevelopment law in effect at the time of approval of said agreements B. Certain property, assets and obligations of the Redevelopment Agency, including assets and obligations associated with the housing activities of the Redevelopment Agency were transferred to the City pursuant to Redevelopment Agency Resolution No. 388 and City Council Resolution No. 2011-17 adopted on March 7, 2011, in order to allow the City to appropriately complete redevelopment projects and other related activities as set forth in the Cooperation Agreements. C. Pursuant to Section 34176 of the Community Redevelopment Law, Section 34312.5 of California's Housing Authorities Law [Health & Safety Code §§34200, et seq.] and Section 34509 of California's Housing Cooperation Law [Health & Safety Code §§34500, et seq.], on January 9, 20 t 2 the City adopted Resolution No. 2012-002 and the Housing Authority adopted Resolution No. 01 transferring from the City to the Housing Authority the Redevelopment Agency's housing assets previously transferred to the City, including the Redevelopment Agency's low and moderate income housing loans, to enable the Housing Authority to carry out the housing functions of the Redevelopment Agency. Assignment and Assumption Agreement Page 2 Agency's low and moderate income housing loans, to enable the Housing Authority to carry out the housing functions of the Redevelopment Agency. D. The City and the Authority desire to provide, by and through this Assignment, for the City to assign to the Authority all of its rights, interest and obligations pertaining to the low and moderate income housing loans described in the attached Exhibit A and for the Authority to accept such assignment and assume all rights, interest and obligations thereunder. NOW, THEREFORE, in consideration of the foregoing, of the mutual promises of the parties hereto and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows: SECTION 1. ASSIGNMENT AND ASSUMPTION The City hereby assigns to the Authority all of its rights, interest and obligations in and to the evidences of indebtedness, promissory notes, deeds of trust, assignments of rents and leases, environmental indemnities, security agreements, loan and/or grant agreements (however described), and leases relating to the low and moderate income housing loans described in the attached Exhibit A (the "Housing Receivables") and the Authority hereby accepts such assignment and assumes performance of all terms, covenants, and conditions to be performed, occurring, or arising under the Housing Receivables, from and after the date hereof. SECTION 2. SUCCESSORS AND ASSIGNS This Assignment, together with the agreements, covenants and warranties contained herein, shall inure to the benefit of the Authority and any subsequent assignee or transferee and shall be binding upon the City and any subsequent assign or successor -in -interest, whether by agreement or by operation of law. It is the intent of the parties that this Assignment shall survive a full or partial merger of the City and the Authority and the Authority shall continue to have all the rights, interests, powers and obligations granted to it by this Assignment. SECTION 3. GOVERNING LAW This Assignment has been entered into, is to be performed entirely within, and shall be governed by and construed in accordance with the laws of the State of California. SECTION 4. FURTHER ASSURANCES Each party hereto covenants and agrees to perform all acts and obligations, and to prepare, execute, and deliver such written agreements, documents, and instruments asmay be reasonably necessary to carry out the terms and provisions of this Assignment. SECTION 5. SEVERABILITY OF PROVISIONS If any term or provision of this Assignment, the deletion of which would not adversely affect the receipt of any material benefit by any party hereunder, shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Assignment shall not Assignment and Assumption Agreement Page 3 be affected thereby and each other term and provision of this Assignment shall be valid and enforceable to the fullest extent permitted by law. SECTION 6. COUNTERPARTS This Assignment may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. The signature pages of one or more counterpart copies may be removed from such counterpart copies and all attached to the same copy of this Assignment, which, with all attached signature pages, shall be deemed to be an original Assignment. SECTION 7. WAIVER/AMENDMENT No breach of any provision hereof may be waived unless in writing. Waiver of any one breach of any provision hereof shall not be deemed to be a waiver of any other breach of the same or any other provision hereof. This Assignment may be amended only by a written agreement executed by the parties. SECTION 8. LIABILITY AND INDEMNIFICATION In contemplation of the provisions of California Government Code section 895.2 imposing certain tort liability jointly upon public entities solely by reason of such entities being parties to an agreement as defined by Government Code section 895, the parties hereto, as between themselves, pursuant to the authorization contained in Government Code sections 895.4 and 895.6, shall each assume the full liability imposed upon it, or any of its officers, agents or employees, by law for injury caused by negligent or wrongful acts or omissions occurring in the performance of this Agreement to the same extent that such liability would be imposed in the absence of Government Code section 895.2. To achieve the above -stated purpose, each party indemnifies, defends and holds harmless the other party for any liability, losses, cost or expenses that may be incurred by such other party solely by reason of Government Code section 895.2. SECTION 9. AUTHORITY Each party represents that the person executing this Assignment on behalf of said party has the full authority to do so to bind the party to perform pursuant to the terms and conditions herein. [Signatures on following page.] Assignment and Assumption Agreement Page 4 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth opposite their signatures below. "CITY" THE CII a munici By: HUNTINGTON BEACH, ATTEST: y: ity e APPROVED AS TO FORM: "AUTHORITY" THE HUNT NGTON BEACH HOUSING AUTHOR By: Vxe d . ilson Dated cutive Director ATTEST: B S etary APPROVED AS TO FORM: KANE, BALLMER & B MAN By: f' ecial Counsel L3 ACKNOWLEDGMENT State of California County of Orange On March 27, 2013 before me, Kathleen Nelson, Notary Public, personally appeared Fred Wilson who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, 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 L KATHLEEN NELSON Commission # 1991094 LID- Mv Notary Public - California a Orange County 3 Comm. E 'res Sep 23, 2016 (Seal) ACKNOWLEDGMENT State of California County of Orange On May 30, 2012 before me, Kathleen Nelson, Notary Public, personally appeared, Joan L. Flynn who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity, and that by her signature on the instrument the person, 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. Signatur D��/�� ai�lj CKATHLEEN NELSON ommission # 1991094 Notary Public - California Z Orange County 3 My Comm. Ex Tres Sep 23.2016 (Seal) Assignment and Assumption Agreement Exhibit A — Schedule of Housing Receivables EXHIBIT A SCHEDULE OF HOUSING RECEIVABLES Person or entity to whom the Address Amount of the Date the loan or loan or grant was issued loan or grant grant was issued Sher Lane Apartments / VPM 16112 Sher Lane $1,200,734.00 8/31/1989 Sher Lane, LP Huntington Pointe Apartments 18992 Florida Street $1,220,000.00 6/1/2001 / KDP QV, LP Hermosa Vista / KDF 15363/15425 Golden West $2,223,400.00 11/1/2003 Communities Jamboree IB (17372 Koledo) / 17372 Koledo Lane $485,000.00 12/8/2006 JHC-Oakview, LLC Jamboree 1113 (17362 Koledo) / 17362 Koledo Lane $780,000.00 8/13/2007 JHC-Oakview, LLC Jamboree 11113 (17362 Jacquelyn) / JHC-Oakview, 17362 Jacqueline Lane $607,952.00 11/19/2007 LLC Jamboree IVB (17442 Koledo) 17442 Koledo Lane $960,975.84 3/9/2009 / JHC-Oakview, LLC OCCHC - 11th Street / Orange County Community Housing 313 11th Street $635,000.00 12/23/1993 Corporation Sea Aire Apartments / Yaron & 725-733 Utica Avenue $446,000.00 5/2/1996 Yael Levy OCCHC - Koledo IV / Orange County Community Housing 17411/17421 Koledo Lane $570,000.00 9/5/2000 Corporation OCCHC - Koledo V / Orange County Community Housing 17412 Koledo Lane $285,000.00 12/18/2000 Corporation Bowen Court Senior 1968-82 Lake Street $900,000.00 2/1/2002 Apartments / Bowen Court, LP Fountains Senior Apartments / FG Seacliff Senior Apartments, 7200 Garden Glen $2,000,000.00 11/13/2002 LP Colette's - Cypress / Colette's 7702 Glencoe Avenue $400,000.00 9/1/2004 Children's Home Colette's - Glencoe / Colette's 7881 Glencoe Avenue $545,000.00 5/15/2006 Children's Home Colette's - Keelson / Colette's 17432-17442 Keelson $2,262,833.00 12/15/2008 Children's Home Assignment and Assumption Agreement Exhibit A — Schedule of Housing Receivables Pacific Court B / Pacific Court Apartments, LP 2200 Delaware Street $8,784,224 8/01/08 Emerald Cove / JHC- 18191 Parkside Circle $8,000,000.00 6/15/2010 Acquisitions, LLC