HomeMy WebLinkAboutC-6377(I) - Affordable Housing Agreement and Joint Escrow Instructions Assignment and Assumption AgreementCl��ltnd Title Company
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Newport Beach
Attn: City Manager
100 Civic Center Drive
P.O. Box 1768
Newport Beach, CA 92660
WITH CONFORMED COPIES TO:
City of Newport Beach
Attn: Community Development Director
100 Civic Center Drive
P.O. Box: 1768
Newport Beach, CA 92660
Newport Veterans Housing, LP
c/o Community Development Partners
3416 Via Oporto, Suite 301
Newport Beach, CA 92663
Newport Veterans Apartments, LP
c/o Community Development Partners
3416 Via Oporto, Suite 301
Newport Beach, California 92663
Mercy House CHDO, Inc.
P.O. Box 1905
Santa Ana, CA 92702
Community Development Partners
3416 Via Oporto, Suite 301
Newport Beach, California 92663
Exempt from recording fees pursuant to
Govt. Code section 27383
&1�1/C//I/7 -ct
Assessor's Parcel Number(s): 045-114-15
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk -Recorder
�� II II 111111 11� 1111 I II NO FEE
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2017000273545 4:13 Pm 06/30/17
217 416 Al2 16
0.00 0.00 0.00 0.00 45.00 0.00 0.00 0.00
Space Above This Line For Recorder's Use Only
AFFORDABLE HOUSING AGREEMENT AND JOINT ESCROW INSTRUCTIONS
ASSIGNMENT AND ASSUMPTION AGREEMENT
AFFORDABLE HOUSING AGREEMENT AND JOINT ESCROW INSTRUCTIONS
ASSIGNMENT AND ASSUMPTION AGREEMENT
This ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is made and
entered into on thisay of June 2017 (the "Effective Date"), by and between Newport
Veterans Housing LP, a California limited partnership ("Assignor") and Newport Veterans
Apartments LP, a California limited partnership ("Assignee"). Assignor and Assignee are
individually referred to herein as "Party" and collectively as "Parties."
RECITALS
A. Community Development Partners, Inc., a California corporation ("CDP')
entered into that certain Affordable Housing Agreement and Joint Escrow Instructions with the
City of Newport Beach, a California municipal corporation and charter city ("City's on
December 14, 2015 ("AHA"). Pursuant to the AHA, CDP agreed to acquire, rehabilitate and
operate as an affordable housing development a twelve (12) unit existing development within the
boundaries of the City ("Project'), and City agreed to make a loan to CDP in the amount of One
Million Nine Hundred Seventy Five Thousand and 00/100 Dollars ($1,975,000.00) ("Loan') to
assist in financing the acquisition of the Project, as more specifically described in the AHA.
B.
CDP assigned all
of its rights, title and interest in, and duties and
obligations
under, the
AHA to Assignor and Assignor accepted such assignment pursuant to
that certain
Affordable
Housing Agreement
and Joint Escrow Instructions Assignment and
Assumption
Agreement
dated December 18,
2015 and recorded in the official records of the County of
Orange on December 22, 2015
as document number 2015000645084 ("First
Assignment
Agreement").
C. City subsequently made the Loan to Assignor as evidenced by that certain
promissory note dated December 18, 2015 in the original principal amount of One Million Nine
Hundred Seventy Five Thousand and 00/100 Dollars ($1,975,000.00) executed by Assignor for
the benefit of the City ("Promissory Note's and secured by that certain Deed of Trust with
Assignment of Rents dated December 18, 2015 and recorded in the official records of the County
of Orange on December 22, 2015 ' as document number 2015000645083 ("Deed of Trust').
Additionally, as a condition of the City making the Loan, Assignor and City entered into that
certain Regulatory Agreement and Declaration of Restrictive Covenants dated December 18,
2015 and recorded in the official records of the County of Orange on December 22, 2015 as
document number 2015000645086 ("Regulatory Agreement's and that certain Notice of
Affordability Restrictions on Transfer of Property dated December 18, 2015 as document
number 2015000645085 ("Notice's. The AHA, Promissory Note, Deed of Trust, Regulatory
Agreement, and Notice are referred to collectively herein as "Loan Documents".
D. The Parties have the same Administrative General Partner and wish for title to the
Project to be transferred from Assignor to Assignee and for all of Assignor's rights, title and
interest in, and duties and obligations under, the Loan Documents to be assigned to and assumed
by Assignee, and Assignee wishes to accept such assignment.
Assignment and Assumption Agreement Page 2 of 9
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Parties agree as follows:
1. Assignor hereby assigns, effective as of the Effective Date, all of its rights, title
and interest in, and duties and obligations under, the Loan Documents to Assignee and Assignee
accepts such assignment.
2. From and after the Effective Date, all references in the Loan Documents to
"Developer," "Owner," or "Trustor" shall now be references to Assignee, and City shall look
only to Assignee for performance of the duties and obligations of such parties required by the
Loan Documents.
3. Pursuant to the First Assignment Agreement, if the Assignee breaches any part of
the Loan Documents, City retains its right to require CDP to perform all duties and obligations
assigned under this Agreement and the First Assignment Agreement, regardless of any
assignment.
4. As of the Effective Date the outstanding principal balance of the Loan is One
Million Nine Hundred Seventy Five Thousand and 00/100 Dollars ($1,975,000.00).
5. All of the covenants, terms and conditions of the Loan Documents as set forth
herein shall be binding upon and shall inure to the benefit of the Parties and their respective
heirs, successors and assigns.
6. Any notice required under the Loan Documents shall be made in accordance with
the notice provisions of the respective document, except notice to Assignor shall, from and after
the Effective Date, be made to the address below:
Newport Veterans Apartments LP
c/o Community Development Partners
3416 Via Oporto, Suite 301
Newport Beach, California 92663
With copies to: Mercy House CHDO, Inc.
P.O. Box 1905
Santa Ana, CA 92702
7. By its signature below, City hereby consents to and acknowledges the assignment
described herein as required by the Loan Documents.
[Signatures on following page]
Assignment and Assumption Agreement Page 3 of 9
IN WITNESS HEREOF, the Parties hereto have executed this Agreement as of the day
and year first above written.
ASSIGNOR: NEWPORT VETERANS HOUSING LP,
a California limited partnership
By: CDP Newport LLC,
a California limited liability company
Its: Administrative General Partner
By: Community Development Partners,
a California corporation
Its: Managing Member
By. %,G.
Kyle aine
Its: President
By: Mercy House Living Centers,
a California nonprofit public benefit corporation
Its: Managing General Partner
By:
Its:
Stephanie Miles
CHDO Board Secretary
[Signatures Continue on Following Page]
Assignment and Assumption Agreement Page 4 of 9
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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 CALIFORNIA
COUNTY OF -
VAC:0EQ-V IC_
On 6 ^ 2.Z —j I before me, i L �Y .� (here in rt name and title of the
officer), personally appeared \#<,.A \.e, ? ok,"t At, who proved to me on the basis of
satisfactory evidence to be thepers�hose name(s) is/aw subscribed to the within instrument
and acknowledged to me that he/chaff executed the same in his/hac4i -ir authorized capacity(ies),
and that by his/haA44eir-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. ®RIF M;MnE
WITNESS my hand and official seal.
Signature
0 (Seal)
o tmv
Commission #F 2094604
Nobly Pubilc - Calltornlo
0mp County
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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 CALIFORNIA
COUNTY OF
On before me, (here insert name and title of the
officer), 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.
Signature
(Seal)
Assignment and Assumption Agreement Page 5 of 9
IN WITNESS HEREOF, the Parties hereto have executed this Agreement as of the day
and year first above written.
ASSIGNOR: NEWPORT VETERANS HOUSING LP,
a California limited partnership
•
Signed '
. ;.
By: CDP Newport LLC,
a California limited liability company
Its: Administrative General Partner
By: Community Development Partners,
a California corporation
Its: Managing Member
By:
Its
Kyle Paine
President
By: Mercy House Living Centers,
a California nonprofit public benefit
Its: Managing General Partner
By:
Its:
Stephanie Miles
CHDO Board Secretary
[Signatures Continue on Following Page]
Assignment and Assumption Agreement Page 4 of 9
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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
COUNTY OF Qi
CALIFORNIA
OnJUN 'o-1. ?,bMbefore me, W lik blip) - Kj rk ,bhibere insert name and title of the
officer), personally appearedGL901a6 Louj alA JeS, who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(R) (Wary subscribed to the within instrument
and acknowledged to me that lw/latkey executed the same in his /their authorized capacity(.),
and that by hi&Q/their signature(s4 on the instrument the person(s), or the entity upon behalf of
which the person(w+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.�' Commission #F 2121.926
•
Notary Public • caloor#la
Orange county
Signatures (Seal) MY Comm. Expires AW 29.2(
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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 CALIFORNIA
COUNTY OF
On before me, (here insert name and title of the
officer), 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.
Signature
(Seal)
Assignment and Assumption Agreement Page 5 of 9
ASSIGNEE: NEWPORT VETERANS APARTMENTS LP,
a California limited partnership
By: CDP Newport LLC,
a California limited liability company
Its: Administrative General Partner
By: Community Development Partners,
a California corporation
Its: Managing Member
By:
Signed in e®unterpan
Kyle Pane
Its: President
By: Mercy House CHDO, Inc.,
a California nonprofit public benefit corporation
Its: Managing General Partner
By:
Stephanie Miles
Its: CHDO Board Secretary
[Signatures Continue on Following Page]
Assignment and Assumption Agreement Page 6 of 9
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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 CALIFORNIA
COUNTY OF ® Ko-V►5,!f!-
On 6_ E6— 1-7 before me,��(JtG C% f- V '01(herc4hsert name and title of the
officer), personally appeared K f '�a,% v%e.. T who proved to me on the basis of
satisfactory evidence to be the person(8) whose name(s) is/a+15 subscribed to the within instrument
and acknowledged to me that he/sky executed the same in his/heir authorized capacity(ies),
and that by his/hair 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.
41 COmm11110n #►" 2094801
WITNESS my hand and official seal. Notary Public - California
(Seal)4V mOCounty
Signature OXJ�qkc% COm. Wn
Jan 20, 2t
N�t4YJ � •+b`:L
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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 CALIFORNIA
COUNTY OF
On before me, (here insert name and title of the
officer), 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.
Signature
(Seal)
Assignment and Assumption Agreement Page 7 of 9
ASSIGNEE: NEWPORT VETERANS APARTMENTS LP,
a California limited partnership
Signed
In counterpart
By: CDP Newport LLC,
a California limited liability company
Its: Administrative General Partner
By: Community Development Partners,
a California corporation
Its: Managing Member
By:
Kyle Paine
Its: President
By: Mercy House CHDO, Inc.,
a California nonprofit public benefit corporation
Its: Managing General Partner
By:
Its:
CHDO Board Secretary
[Signatures Continue on Following Page]
Assignment and Assumption Agreement Page 6 of 9
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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 CALIFORNIA
COUNTY OF
On J0f�a aI, ZOGAbefore me, AnylIic,. Cales-i' 6&ry `�kbl:�here insert name and title of the
officer), personally appeared „.e Wogs, M%f_s who proved to me on the basis of
satisfactory evidence to be the person(s) whose name(.4&aw subscribed to the within instrument
and acknowledged to me that W40tley executed the same in 4W /t4+&ir authorized capacity4os),
and that by.his/)their signatureW on the instrument the person(s), or the entity upon behalf of
which the person(4acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of t .�alifornia_tb j the fore.
paragraph is true and correct. �, ANALILIA CALESTI
Ea
Commission #2121926
WITNESS my han and official seal. ZNotary Public - Cal4ornia
Orange County
I MV CWM Eft Avg 29 V
Signature (Seal)
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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 CALIFORNIA
COUNTY OF
On before me, (here insert name and title of the
officer), 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.
Signature
(Seal)
Assignment and Assumption Agreement Page 7 of 9
CDP: COMMUNITY DEVELOPMENT PARTNERS, INC.,
a California corporation
By: -4-V / r
.
Kyle Paine
Its: President
CITY: CITY OF NEWPORT BEACH,
a California municipal corporation and charter city
By:
Kevin Muldoon
Its: Mayor
AS TO FORM:
Aaron C. Har
City Attorney
ATTEST:
Leilani I. Brown
City Clerk
31. n 4 ot. .'ry
.. 4 r
Assigmnent and Assumption Agreement Page 8 of 9
CDP: COMMUNITY DEVELOPMENT PARTNERS, INC.,
a California corporation
CITY:
AS TO FORM:
Aaron C. Harp
City Attorney
ATTE
Leilani I. Brown
City'Clerk
By:
Kyle Paine
Its: President
CITY OF NEWPORT BE
a California municipal 961
By:
evin M
Its: Mayor
CAM oltlzsll}
tion and
Signed in r' op 7
Assignment and Assumption Agreement Page 8 of 9
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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 CALIFORNIA
COUNTY OF E
On3LA�E 2.2p1�J before mem, (here insert name and title of the
officer), personally appeared KYLE 'PAT NE who proved to me on the basis of
satisfactory evidence to be the person(/) whose name(j) is/ale subscribed to the within instrument
and acknowledged to me that he/ste/trey executed the same in his/hir/their authorized capacity(ils),
and that by his/hjr/their signature(1) on the instrument the person(), or the entity upon behalf of
which the person(j) 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. CHAVON KANE
WITNESS my an and official seal. U@,my
COMM...2044297
NOTARY PUBLIC -CALIFORNIA
®ORANGE COUNTY
Term Exp. October 5, 2017
Signature (Seal)
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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 CALIFORNIA
COUNTY OF
On before me, (here insert name and title of the
officer), 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.
Signature
(Seal)
Assignment and Assumption Agreement Page 9 of 9
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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 CALIFORNIA
COUNTY OF ®YQ.PIQ
t o re insef t name and title of the
On. o before me, s`(
officer), personally appeared 11 / who proved to me on the basis of
satisfactory evidence to be the persono whose name is/a� subscribed to the within instrument
and acknowledged to me that he/se/ty� executed the same m V/tr authorized capacity),
and that by his/l�r/t r signator Von the instrument the persr 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.
JENNIFER. LEE NELSON
#►
WITNESS my hand and official seal. a ":o Comnillsion 2096990 L
Notar P
Z .(.,_ y ublic - California z
Z
Riverside County
Signatur2tt-(Seal) Ift Comm. 144s44_13,2019
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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 CALIFORNIA
COUNTY OF
On before me, (here insert name and title of the
officer), 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.
Signature
(Seal)
Assignment and Assumption Agreement Page 9 of 9
EXHIBIT A
DESCRIPTION OF THE LAND
All that certain real property situated in the County of Orange, State of California, described as
follows:
Lots 11, 12 and 13 in Block 160 of River Section, Newport Beach, in the City of Newport Beach,
County of Orange, State of California, as shown on a map recorded in Book 4, Page 25 of
Miscellaneous Maps, in the office of the County Recorder of said County.
EXCEPT therefrom Lot 11 all oil, gas, minerals and other hydrocarbon substances lying below a
depth shown below but with no right of surface entry, as provided in deeds of record.
Depth: 50 feet
EXCEPT therefrom Lot 13 all oil, gas, minerals and other hydrocarbon substances lying below a
depth shown below but with no right of surface entry, as provided in deeds of record.
Depth: 50 feet
EXCEPT therefrom Lot 12 all oil, gas, minerals and other hydrocarbon substances lying below a
depth shown below but with no right of surface entry, as provided in deeds of record
Depth: 400 feet.
Assessor's Parcel Number: 045-114-15
Deed of Trust A-1 Newport Veterans Apartments