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HomeMy WebLinkAboutD-2051 Assignment and Assumption of Lease between the Housing Authority and the City of San Luis Obispo - Ground Lease Laurel Creek Apartments APN 004-962-027RECORDI.N G REQUESTED BY; :FIRST' VNIFRICAN TITV. C`N1P4_N'Y y60,q_577(af28(Ls AND WHEN RECORDED RETURN TO: City of San Luis Obispo 990 Palm Street San Luis Obispo, Ca. 93401 Attn: City Clerk 2017028,38 Tommy Gong San Luis Obispo - County Clerk -Recorder 06/26/2017 02:46 PM Roor"ed TITLt of E COMPANY Titles: 1 Pages: 9 Fees: $38.00 Taxes: 0,00 Total: 38.00 FIVIRS, N1141liv, m ll III ASSIGNMENT AND ASSUMPTION OF LEASE This Assignment and Assumption of Lease (the "Agreement") is entered into as of June 2017, by and among the Housing Authority of the City of San Luis Obispo, a public body, corporate and politic (which acquired title as the Housing Authority of San Luis Obispo) (the "Assignor"), SLO 55, L.P., a California limited partnership (the "Assignee") and the City of San Luis Obispo (the "City"), with reference to the following facts: A. Assignor, as "Lessee" and the City, as "Lessor", entered into that certain Lease Agreement (Agreement A -24 -91 -CC) for that certain real property situated at 1090 and 1092 Orcutt Road and 1105 Laurel Lane, City of San Luis Obispo, County of San Luis Obispo, California, dated as of April 29, 1991, between the Assignor and City, a memorandum of which lease was recorded in the Official Records of San Luis Obispo County, California (the "Official Records") on September 17, 1993 as Instrument No. 1993-056148 (the "Original Lease"). Assignor's interest in the Original Lease was assigned to SLO Nonprofit Housing Corporation ("SLO") pursuant to an assignment agreement recorded in the Official Records on November 8, 1993, as Instrument No. 1993-069666. SLO's interest in the Original Lease was subsequently assigned to Laurel Creek Apartments, a California Limited Partnership ("Laurel") pursuant to an assignment agreement recorded in the Official Records on October 20, 1994, as Instrument No. 1994-061783. B. Laurel's interest in the Original Lease was thereafter assigned to Assignor pursuant to an assignment agreement recorded in the Official Records on April 10, 2017, as Instrument No. 2017015714. C. On April 4, 2017, Assignor and the City entered into an Amended and Restated Ground Lease (the "Lease") which Lease superseded the terms of the Original Lease. D. The Assignor desires to assign to the Assignee and the Assignee desires to accept the assignment from Assignor of all of Assignor's obligations with respect to the Lease. E The consent of the City to the assignment of Assignor's rights and obligations under the Lease is required. NOW, THEREFORE, in consideration of the foregoing, of the mutual promises of the parties hereto and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties mutually agree as follows: Ground Lease Laurel Creek Apartments 1. Assignment by Assigpor. Assignor hereby assigns to the Assignee all of Assignor's rights, title and interest under the Lease. 2. Acceptance of Assignment. The Assignee hereby accepts the above assignment and hereby assumes, agrees and undertakes to perform all of the obligations, covenants, and agreements of Assignor under the Lease. Any reference to Assignor in the Lease shall be deemed a reference to the Assignee. 3. Payment ofObligations. The Assignee agrees that all amounts due from Assignor pursuant to the Lease from the date hereof shall be assumed by the Assignee. 4. Consent to Assignment. The City hereby consents to the assignment of the Lease from Assignor to the Assignee and hereby releases Assignor from all obligations imposed under the Lease. To the best knowledge of the City, there is no default existing or any condition which, with the passage of time or the giving of notice, or both, would result in a default under the Lease. The Lease has not been amended. 5. Representations of Assignor. Assignor hereby represents and warrants that (i) it has not previously assigned, pledged, hypothecated or otherwise transferred any of its rights under the Lease, (ii) no event of default, or event that with notice or the passage of time or both could constitute an event of default under the Lease, has occurred that remains uncured as of the date of this Agreement, (iii) Assignor has obtained all authorizations and approvals required by law, under its organizational documents and under the Lease to assign its rights and obligations under the Lease to the Assignee, and (iv) the Lease has not been amended. 6. Representations of the Assignee. The Assignee hereby represents and warrants that (i) the Assignee has obtained all authorizations and approvals required by law, under its organizational documents and under the Lease to assume all of Assignor's rights and obligations under the Lease, and (ii) that the Assignee has the financial ability and development experience to carry out the intent of the Lease and to own and operate the Improvements in compliance with all of the requirements of the Lease. 7. Expiration of Agreement. The parties hereby acknowledge and agree that upon expiration of the Lease, the Land and Improvements will become the sole property of the City. 8. Senior Lien. The City acknowledges that on or about the date of this Agreement, Assignee will execute a Deed of Trust, Security Agreement, Absolute Assignment of Leases and Rents and Fixture Filing ("Deed of Trust") encumbering its leasehold interest in the Property in favor of First American Title Company, as trustee, for the benefit of the Housing Authority of the City of San Luis Obispo, which will subsequently be assigned to Pacific Western Bank, a California state - chartered bank (the `Bank"). Upon recordation of the Deed of Trust, the Deed of Trust in favor of the Bank will be the senior loan and will have priority over any other deeds of trust, liens or loans against Assignee's leasehold interest in the Property and the Bank shall be considered a "Lender" as that term is defined and used in the Lease. The City shall provide the Bank with copies of any notices contemplated by Article 4 of the Lease at the following address: Ground Lease Laurel Creek Apartments Pacific Western Bank 1001 Marsh Street San Luis Obispo, CA 93401 Phone: (805) 548-8210 Email: nroddick@pacificwesternbank.com And: Pacific Western Bank 444 South Flower Street, 14th Floor Los Angeles, CA 90071 Attention: Holly A. Hayes Phone (213) 330-2073 9. Notices to the Limited Partner. The City shall provide Assignee's limited partners with a copy of any notice provided to Assignee under the Lease at the following address: To the Limited Partner: WNC California Holding, LLC c/o WNC & Associates, Inc. 17782 Sky Park Circle Irvine, California 92614-6404 Attn: Michael J. Gaber To the Special Limited Partner: WNC Housing, L.P. 17782 Sky Park Circle Irvine, California 92614-6404 Attn: Michael J. Gaber 10. Standstill. For so long as the Investor Limited Partner, as such term is defined in Assignee's amended and restated agreement of limited partnership, owns the limited partner interest in Assignee, and unless Investor Limited Partner's prior written consent is obtained and Assignee is current paying taxes due under the Lease, City and Assignee agree that the Lease shall not be terminated during the initial "compliance period" as such term is defined in Section 42(1)(1) of the Internal Revenue Code of 1986, as amended), except as may be necessary in the exercise of rights by a Lender under any leasehold mortgage. 11. Capitalized Terms. Capitalized terms not defined herein shall have the meanings ascribed to them in the Lease. 12. Effective Date. The assignment set forth above shall be effective as of the date of this Agreement. Ground Lease Laurel Creek Apartments 13. Cowiterparts. This Agreement may be signed by different parties hereto in counterparts with the same effect as if the signatures to each counterpart were upon a single instrument. All counterparts shall be deemed an original of this Agreement. 14. Additional Documents. Assignor and the Assignee agree to execute such documents and instruments, including escrow instructions, as may be necessary to effectuate the intent of this Agreement. 15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. [SIGNATURES BEGIN ON FOLLOWING PAGE] Ground Lease Laurel Creek Apartments IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. Assignor: the City of Housing Authori of�San Luis Obispo, a public body, corporatepoli is B,:ttc, t oSmith, E eco ive ❑irec�t-or SLO 55, L.P., a California limited partnership By: San Luis Obispo Nonprofit Housing Corporation, a California nonprofit public benefit corporation, its managing gen at pa By: Name: Ker► r� Its: Chien r-fne;LYt"w) ©fl cer City: City of San Luis Obispo By: Derek Johnson for 1{;ilio ,icl ig, City Manager ATTEST: By: Carrie Gallagher, City Cler [SIGNATURES MUST BE NOTARIZED] Ground Lease Laurel Creek Apartments 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 Sao n UA�S Obl'se 0 ) On NA Nvl \1 . a-(71 1 before me, P?(C '}Vtt.K piny vc (insert name and title of the officer) personally appeared -e- tI- -%�-0k nSO✓f' who proved to me on the basis of satisfactory evidence to be the persowwhose narnew isw subscribed to the within instrument and acknowledged to me that he/ste/they executed the same in his/hyer'lth_ej�authorized capacitya W ,, and that by his/hhadth air signature(& -on the instrument the person(W or the entity upon behalf of which the persortW-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. COMM" 0 2=14 WITNESS my hand and official seal. LID Nawy PAN -Cmarlm Son Lala 0hWp'0=ft MW � �� a Comm. 1 11 Signature —_ +�-<,(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 California County of San lois Ob isno ) On �Q� before me, M-, -ar,ct, L, eonn erjg,j , Notary Public, a Notary Public in and for said State, personally appeared, S c o ft Srvi i-{& — , proved to me 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. VICTORIA L. COl�M£MY WITNESS my hand and official seal. FQ �c+iz;���lr�ux�oww� SAH LUIS OBISPO COUMYY •* Comm. Exp. JUNE 27, 2018 Signature Ground Lease Laurel Creek Apartments 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 5a.n w; s ob,sij v } On ffLKte, 6, a01 before me, Vj c,4pri a L. C©nne- ON , Notary Public, a Notary Public in and for said State, personally appeared, Ken LiA-*--iyti!_jGr — , proved to me the basis of satisfa6tory 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. =LS 2918 LEY WITNESS my hand and official seal.COMM "OTTY018 Signature , Ground Lease Laurel Creek Apartments EXHIBIT A LEGAL DESCRIPTION THE LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF SAN LUIS OBISPO, CITY OF SAN LUIS OBISPO, DESCRIBED AS FOLLOWS: LEASEHOLD IN AND TO THAT PORTION OF LOT 3 IN SECTION 1 IN TOWNSHIP 31 SOUTH, RANGE 12 EAST, MOUNT DIABLO BASE AND MERIDIAN, IN THE CITY OF SAN LUIS OBISPO, IN THE COUNTY OF SAN LUIS OBISPO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND FILED IN THE DISTRICT LAND OFFICE DECEMBER 3, 1875, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE CENTERLINE OF ORCUTT ROAD, 40 FEET WIDE, WITH THE CENTER LINE OF LAUREL LANE, 40 FEET WIDE; THENCE ALONG THE CENTERLINE OF SAID LAUREL LANE, NORTH 30° 40' EAST, 303.74 FEET; THENCE SOUTH 59°20' EAST 38.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 59°20' EAST 100.00 FEET; THENCE SOUTH 300 40' WEST 39.89 FEET TO THE NORTHERLY LINE OF THE LAND DESCRIBED IN THE DEED TO HENRY A. BERNARD, ET UX., RECORDED MAY 22, 1953 IN BOOK 711 PAGE 62 OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG SAID NORTHERLY LINE, SOUTH 82° 17' EAST 182.52 FEET TO THE NORTHEASTERLY CORNER OF SAID LAND OF BERNARD; THENCE ALONG THE EASTERLY LINE OF SAID LAND OF BERNARD AS FOLLOWS: FROM A TANGENT LINE BEARING SOUTH 190 56' WEST, SOUTHERLY ALONG A CURVE CONCAVE EASTERLY HAVING A RADIUS OF 175 FEET, THROUGH A CENTRAL ANGLE OF 20°18' AN ARC DISTANCE OF 62 FEET; TANGENT TO SAID CURVE, SOUTH 0° 22' EAST 28.40 FEET AND SOUTHWESTERLY ALONG A TANGENT CURVE, CONCAVE NORTHWESTERLY HAVING A RADIUS OF 20 FEET, THROUGH A CENTRAL ANGLE OF 90°, AN ARC DISTANCE OF 31.42 FEET TO THE NORTHERLY LINE OF ORCUTT ROAD, 40 FEET WIDE; THENCE ALONG SAID ORCUTT ROAD, NORTH 89°38' EAST 90 FEET TO THE WESTERLY TERMINUS OF THE COURSE RECITED AS HAVING A BEARING AND LENGTH OF SOUTH 890 38' WEST, 197.00 FEET IN THE DEED TO CHARLES E. FREEMAN AND WIFE, RECORDED MAY 1, 1957, AS INSTRUMENT NO. 6777, IN BOOK 890, PAGE 85 OF OFFICIAL RECORDS, IN THE OFFICE OF SAID COUNTY RECORDER; THENCE ALONG THE WESTERLY BOUNDARY OF THE LAND DESCRIBED IN SAID DEED TO FREEMAN AS FOLLOWS: NORTHWESTERLY ALONG A CURVE CONCAVE NORTHEASTERLY HAVING A RADIUS OF 20 FEET, THROUGH A CENTRAL ANGLE OF AN ARC 90 -AN ARC DISTANCE OF 31.42 FEET; TANGENT TO SAID CURVE NORTH 00 22' WEST 28.40 FEET, AND NORTHEASTERLY ALONG A TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 175 FEET THROUGH A CENTRAL ANGLE OF 31', AN ARC DISTANCE OF 67.63 FEET; THENCE NORTHEASTERLY IN A DIRECT LINE TO THE MOST SOUTHERLY CORNER OF LOT 7 IN BLOCK A OF TRACT NO. 208, AS SHOWN ON MAP RECORDED IN BOOK 6, PAGE 49 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG THE SOUTHWESTERLY LINE OF SAID BLOCK A, NORTH 59°20' WEST 312.70 FEET TO THE MOST WESTERLY CORNER OF LOT 43 IN SAID BLOCK A, THENCE SOUTH 30°40' WEST 90.69 FEET TO THE TRUE POINT OF BEGINNING. Ground Lease Laurel Creek Apartments CND OF DOCUMENT