HomeMy WebLinkAboutC-8128-2 - Concent to Assignment and Assumption of Addordable Housing Agreements (for Affordable Housing Grant Agreement Regarding the Property Located at 2800 Pacific View Drive)Recorded in Official Records, Orange County
RECORDING REQUESTED BY AND Hugh Nguyen, Clerk -Recorder
WHEN RECORDED RETURN TO:
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2021000526633 2:53 pm 08/20/21
City of Newport Beach 320 PP2A A30 Al2 11
City Clerk's Office 0.00 0.00 0.00 0.00 30.00 0.00 0.000.000.00 0.00
100 Civic Center Drive
Newport Beach, CA 92660
Exempt from Recording Fees per Cal. Gov. Code §§ 6103 and 27383) SPACE ABOVE THIS LINE FOR RECORDER'S USE
IT
APN: 458-321-04 1 F
A
CONSENT TO ASSIGNMENT AND
ASSUMPTION OF AFFORDABLE HOUSING GRANT AGREEMENTS
THIS CONSENT TO ASSIGNMENT AND ASSUMPTION OF AFFORDABLE
HOUSING GRANT AGREEMENTS ("Consent to Assignment and Assumption") is given
this 30th day of July, 2021 ("Effective Date"), by the CITY OF NEWPORT BEACH, a
California municipal corporation and charter city ("City") on the following terms and
conditions:
RECITALS
A. On September 22, 2009, City entered into that certain Affordable Housing
Agreement with Seaview Lutheran Plaza, Inc., a California nonprofit corporation
("Assignor"), concerning certain real property located at 2800 Pacific View Drive in the
City of Newport Beach, California, Assessor's Parcel No. 458-321-04 (the "Property"), as
recorded on November 5, 2009, in the Official Records of Orange County, California
("Official Records"), as Instrument No. 2009000601995, as amended by the First
Amendment to Affordable Housing Agreement entered into on October 12, 2010 between
City and Assignor, as recorded on January 6, 2011 in the Official Records, as Instrument
No. 2011000010923, and the Second Amendment to Affordable Housing Agreement
made and entered into July 30, 2021, by and between City and Assignor and recorded in
the Official Records on July 30, 2021 as Instrument No. 2021000484242 (as amended,
the "2009 Agreement").
B. On July 26, 2016, City entered into that certain Affordable Housing Grant
Agreement with Assignor concerning the Property, as recorded on August 22, 2016, in
the Official Records as Instrument No. 2016000396818, as amended by the Amendment
No. One to Affordable Housing Grant Agreement made and entered into March 15, 2017,
by and between City and Assignor, as recorded in the Official Records on July 30, 2021
as Instrument No. 2021000484241 (as amended, the "2016 Agreement").
C. The 2009 Agreement will expire March 26, 2039, unless otherwise
terminated earlier as set forth in the 2009 Agreement. The 2016 Agreement will expire
March 26, 2069, unless otherwise terminated earlier as set forth in the 2016 Agreement,
but shall in no way terminate prior to March 26, 2039.
D. Pursuant to Section 11(c) of the 2009 Agreement and the 2016 Agreement
(collectively "Affordability Agreements"), the prior written consent of City is required in
connection with any assignment or transfer of the Affordability Agreements.
E. On or about July 30, 2021, Assignor executed an Assignment and
Assumption of Agreements ("Assignment and Assumption Agreement") with Seaview
Plaza, LP, a California limited partnership ("Assignee"), to which Assignor assigned (and
Assignee assumed from Assignor) all of Assignor's rights, title, interest and obligations
under the Affordability Agreements. The executed Assignment and Assumption
Agreement is attached hereto as Exhibit "A" and incorporated herein by this reference,
and shall be recorded in the Official Records with this Consent to Assignment and
Assumption.
F. Assignor is requesting City's consent to the transfer, assignment and
assumption of Assignor's interest, rights and obligations in the Affordability Agreements
to and by Assignee.
CONSENT
NOW, THEREFORE, City does hereby consent to the transfer, assignment and
assumption of Assignor's interest, rights and obligations in the Affordability Agreements
to and by Assignee, subject to the following:
1. Said consent shall be subject to each and all of the covenants, conditions
and restrictions set forth in the Affordability Agreements and shall be subject to all rights
and interests of City thereunder, except as herein otherwise provided.
2. Assignee shall assume the Affordability Agreements via the Assignment
and Assumption Agreement as of the Effective Date, subject to each and all of the
covenants, conditions and restrictions set forth in the Affordability Agreements and shall
be subject to all rights and interest of City thereunder, except as herein otherwise
provided. The City hereby releases, acquits and discharges Assignee from any and all
obligations, claims, causes of action, damages, liabilities and costs and expenses arising
from acts occurring prior to the Effective Date.
3. The City hereby releases, acquits and discharges Assignor from any and
all obligations, claims, causes of action, damages, liabilities and costs and expenses
arising from acts occurring on or after the Effective Date.
Seaview Lutheran Plaza, Inc. — Consent to Assignment Page 2
4. As of the Effective Date, the City represents to Assignee that, to the City's
actual knowledge, (1) Assignor is not in default (and no event which, with the giving of
written notice or the passage of time, or both, would constitute a default has occurred and
is continuing) under the Affordability Agreements, and (2) the Improvements required
under the 2009 Agreement and the 2016 Agreement have been completed in accordance
therewith.
5. All notices and other communications required or permitted under this
Consent to Assignment and Assumption shall be in writing, served personally on, or
mailed by certified or registered United States mail to the party to be charged with receipt
thereof. Notices and other communications served by mail shall be deposited in a United
States post office, as certified or registered mail with postage prepaid and duly addressed
to the party to whom such notice or communication is to be given as follows:
To Assignee: Seaview Plaza, LP
c/o Housing Preservation, Inc.
975 Ridge Lake Boulevard, Suite 300
Memphis, TN 38120
To City: Attention: Real Property Administrator
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92660
6. This Consent to Assignment and Assumption shall become effective on the
Effective Date and shall be recorded in the Official Records.
[SIGNATURES ON FOLLOWING PAGE]
Seaview Lutheran Plaza, Inc. — Consent to Assignment Page 3
EXECUTED on the dates indicated below, at Newport Beach, Orange County,
California.
APPROVED AS TO FORM:
CITY ATTORN FY'S PFFICE
Date: 7/`3 D / Z/
M MAII
C
rney
ATTEST.-
Date:
TTEST:Date: 1. �0. 202
augmG
&"I-
Leilani I. Brown
City Clerk
ATTACHMENT(S):
CITY OF NEWPORT BEACH,
a Californi muni ipal corporation
Date: S( . Y)
GA. Leung
CdyManager
Exhibit "A": Assignment and Assumption Agreement
Seaview Lutheran Plaza, Inc. — Consent to Assignment Page 4
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 brGt h L } ss.
On S� 14 301 before me, V, e ,
Public, personally appeared 0rucr,
who proved to me on the basis of satisfactory evidence
name, is/are subscribed to the within instrument and
,Wshe/t4ey executed the same in .4+ /her/tha4r authorized
Jbi5/her/thpk'signatures; s, on the instrument the persons},which the personal -acted, executed the instrument.
Notary
to be tpersons whose
personwhose
acknowledged to me that
capacitykse), and that by
or the entity upon behalf of
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.
ze: - n /24�9
Signature
KIM RIEFF
Notary public - California
orange County
Commissi�n w 2317�3f
*.y Comm. Expires Jan 2i, 2024
(seal)
Seaview Lutheran Plaza, Inc. — Consent to Assignment Page 5
EXHIBIT "A"
ASSIGNMENT AND ASSUMPTION AGREEMENT
Seaview Lutheran Plaza, Inc. — Consent to Assignment Page A-1
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Newport Beach
100 Civic Center Drive
Newport Beach, California 92660
Attn: City Clerk
APN: 458-321-04
SPACE ABOVE LINE FOR RECORDER'S USE
ASSIGNMENT AND ASSUMPTION OF AGREEMENTS
THIS ASSIGNMENT AND ASSUMPTION OF AGREEMENTS (this "Assignment"),
made as of July 30, 2021, by and between Seaview Lutheran Plaza, Inc., a California nonprofit
public benefit corporation ("Assignor") and Seaview Plaza, LP, a California limited partnership
("Assignee").
RECITALS
A. Assignor is the owner of that certain real property located at 2800 Pacific View
Drive, Newport Beach (Corona Del Mar area), California (the "Property"), as more particularly
described on Exhibit A attached hereto and incorporated hereby.
B. Assignor and the City of Newport Beach ("City") are parties to the following
Agreements which are recorded against the Property (collectively, the "Agreements"): (1) the
Affordable Housing Agreement entered into as of September 22, 2009, by and between City and
Assignor and recorded against the Property in the official records of Orange County on November
5, 2009 as document number 2009000601995, as amended by the First Amendment to Affordable
Housing Agreement entered into October 12, 2010, by and between City and Assignor and
recorded against the Property in the Official Records of Orange County, California ("Official
Records") on January 6, 2011, as document number 2011000010923, and the Second Amendment
to Affordable Housing Agreement made and entered into July 30, 2021, by and between City and
Assignor and recorded against the Property in the Official Records on July 30, 2021 (as amended,
the "2009 Agreement'); and (2) the Affordable Housing Grant Agreement entered into as of July
26, 2016, by and between City and Assignor and recorded against the Property in the Official
Records on August 22, 2016 as document number 2016000396818, as amended by the
Amendment No. One to Affordable Housing Grant Agreement made and entered into March 15,
2017, by and between City and Assignor and recorded against the Property in the Official Records
on July 30, 2021 as document number 2021000484241 (as amended, the "2016 Agreement').
C. Assignee is purchasing the Property from Assignor on or about the Effective Date
(as defined below). In connection therewith, Assignor is assigning to, and Assignee is assuming,
the Agreements pursuant to this Assignment.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Assignor and Assignee agree as follows:
3783/0002/00732419 1 Assignment and Assumption of Agreements
Seaview Lutheran Plaza
I . Effective Date. The "Effective Date" of this Assignment shall be the date that
Assignee acquires the Property.
2. Assignment of Agreements. As of the Effective Date, Assignor hereby assigns to
Assignee the Agreements and all of the rights, interests, benefits and privileges of the Assignor
thereunder, and Assignee hereby accepts such assignment.
3. Assumption of Obligations. By acceptance of this Assignment and as of the
Effective Date, Assignee hereby assumes and agrees to perform and to be bound by all of the
terms, covenants, conditions and obligations of Assignor under the Agreements for the benefit of
City.
4. Successors and Assi mns. This Assignment shall be binding upon and inure to the
benefit of the successors, assigns, personal representatives, heirs and legatees of the respective
parties hereto.
5. Notice. All correspondence and notices given or required to be given to the Owner
(as such term is defined in the Agreements) under the Agreements, from and after the Effective
Date, shall be provided to Assignee and shall be addressed as follows:
If to Assignee:
Seaview Plaza, LP
c/o Housing Preservation, Inc.
795 Ridge Lake Boulevard, Suite 300
Memphis, TN 38120
Attn: James Carmichael
If to Assignor:
Seaview Lutheran Plaza, Inc.
c/o Eric Satermo, President
31851 Via Coyote
Coto De Caza, CA 92679
6. Counterparts. This Assignment may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which taken together shall constitute one and the
same instrument.
7. Governing Law. This Assignment shall be governed by, interpreted under, and
construed and enforceable with, the laws of the State of California.
[SIGNATURES ON FOLLOWING PAGES]
3783/0002/00732419 2 Assignment and Assumption of Agreements
Seaview Lutheran Plaza
This Assignment and Assumption of Agreements is executed by the parties hereto on the
date first above written.
ASSIGNOR:
Seaview Lutheran Plaza, Inc.,
a California nonprofit public benefit corporation
s
By: *__
Eric Satermo, President
[SIGNATURES MUST BE NOTARIZED]
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 )
) ss:
COUNTY OF QR_riA1Esr_ )
On �°� ` , 2021, before me, Lorraine R Petawn , Notary
Public, personally appeared F_�R t c_ who
proved to me on the basis of satisfactory evidence to be the person(4 whose name(4 is/ate
subscribed to the within instrument and acknowledged to me that he/she/titey executed the same
in his/henf imir authorized capacity(ies), and that by his/hcr/t'mir signature(.q on the instrument the
personv, or the entity upon behalf of which the persons jacted, 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
LORRAINE E. FMRSON
COMM. #2279188 z
Notary Public • California c
z «. Orange County
My Comm. Expires Mar, 28, 2023
3783/0002/40732419
Seaview Lutheran PIaza
S -I Assignment and Assumption of Agreements
ASSIGNEE:
Seaview Plaza, LP,
a California limited partnership
By: Housing Preservation, Inc.,
a Texas non-profit corporation,
its general partner
r
Presii�tdent
[SIGNATURES MUST BE NOTARIZED]
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 OT-fftfF19fflih� v►e
ss:
COUNTY OF )
On oZ` 2021, before me,NotarY
Public, personall peered (Q�.rt (,�� _ who
proved to me on the basis of satisfactory evidence to be the person(s) whose names) 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 ar]c� official seal.
,tt`ill
NCA BERI�0�'l
;� �,...,..
amte tote
;
my cm0okm EON
OF
UNNESM 27,2022
NOTARY
PUBLIC `
3783/0002/00732419 S-2 Assignment and Assumption of Agreements
Seaview Lutheran Plaza
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF NEWPORT
BEACH (CORONA DEL MAR AREA) IN THE COUNTY OF ORANGE, STATE OF
CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
PARCEL I IN THE CITY OF NEWPORT BEACH, COUNTY OF ORANGE, STATE OF
CALIFORNIA, AS SHOWN ON A MAP FILED IN BOOK 149, PAGES 25 AND 26 OF
PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY,
CALIFORNIA.
APN: 458-321-04
3783/0002/00732419 A-1 Assignment and Assumption of Agreements
Seaview Lutheran PIaza