Resolution No. 2013-033Juarez, Debbie
From:
Wilson, Kevin
Sent:
Thursday, June 27, 2013 3:35 PM
To:
Chris Maffris (cmaffris@metahousing.com)
Cc:
Goetz, Jon (JGoetz@kmtg.com); Juarez, Debbie
Subject:
Assignemenrt and Assumption Agreement
Attachments:
Assigment agreement.PDF
Chris,
Attached is a scanned copy of the assignment and assumption agreement. Good luck and I hope we get the funds.
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June 27, 2013
Christopher B. Maffris
Vice President
Meta Housing Corporation
1640 S. Sepulveda Blvd., Suite 425
Los Angeles, CA 90025
RE: Assignment and Assumption Agreement
Dear Mr. Maffris:
Please find enclosed a fully executed original agreement as referenced above, approved by City
Council on February 19, 2013, as part of Resolution No. 2013-33.
If you have any questions, please contact Kevin Wilson at (323) 583-8811 extension 245.
Thank you.
Sincerely,
Deborah R.Juarez
Records Management Assistant
Enclosure
c: S. Kevin Wilson
Purchasing Department
Resolution No. 2013-33
Agreement File No. 13-014
CONTRACT/AMENDMENT SIGNATURE ROUTING FORM
CONTRACTOR: M E 0-D U S l -i V �d�-i o(LR Rort
5 L U nl new IA (�\t(=c(M-rc�lt
CONTRACT PURPOSE: VVt-C-
C
CONTRACT IS: ❑ FEDERAL ❑ PREVAILING WAGE ❑ COMPETIVE SELECTION & NOTICED RFP
❑ COMPETITIVE BID & NOTICED INVITATION TO BID
❑ EXEMPT FROM COMPETITIVE PROCESS (APPROVAL ATTACHED)
❑ SERVICES ❑ MATERIALS O BUDGETED ❑ NOT BUDGETED
TOTAL CONTRACT VALUE: $ Charge Acct, No(s)
Amendment Value $ ❑ Contract is an Amendment to Contract No. (if Applicable)
RESPONSIBLE DEPARTMENT PERSON: [�6v 1 -3 VA VU%0N PHONE: X 2-e-t5
AUTHORIZATION: ❑ Approved by Council on
(Check One) Resolution No.
(if applicable)
❑ Approved by City Administrator on
Note: Attack supporting documentation
XAmendment Approved by �2vv VCw t% (if applicable)
w -9 9 a �+
ROUTING SEQUENCE: (Please Follow In Order — Do not use N/A) Initials Date
(1) Responsible Department Person
Checks substance of contract and assembles two (2) copies of
Contract, insurance & bond documents, certifies compliance
With Competitive Bidding and Purchasing Ordinance
(2) Liability and Claims Approves insurance and sureties, if bonds required 2�
(3) Finance (Purchasing)
Checks compliance with Competitive Bidding & Living Wage Ordinances
And reflected in current budget
(4) City Attorney tn/ G �4�I♦
Approves contract as to form, verifies bonds and insurance included 1"
(5) City Signatory
Signs all copies on behalf of City (�
(6) City Clerk
Attests signatures, numbers, files contract, insurance and bonds, and / / 7
transmits duplicate original to contractor
Rev. 4/25/13
W.
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is entered
into as of this _ day of June, 2013, by and among Meta Housing Corporation (the "Assignor"),
52nd Drive Apartments, L.P., a California limited partnership (the "Assignee"), and the City of
Vernon (the "City"), with reference to the following facts:
RECITALS
A. WHEREAS, City and Assignor entered into that certain Disposition and
Development Agreement dated February 19, 2013, between the City/LA and the Borrower
("DDA");
B. WHEREAS, Assignor desires to assign and delegate all of its rights, titles and
related obligations under the DDA to Assignee, and Assignee desires to accept such
assignment and assume all of Assignor's duties under the DDA;
C. WHEREAS, the City desires to consent to the assignment of the DDA to
Assignee, and agrees to release Assignor from its obligations, if any, under the DDA; and
D. WHEREAS, the parties are entering into this agreement to (i) effectuate the
assignment and delegation by Assignor, and the acceptance and assumption by Assignee, of all
of Assignor's rights and obligations under the DDA with respect to that certain real property
located at 4675 52nd Drive, Vernon, California and (ii) evidence the City's consent to such
assignment and acceptance of such delegation and assumption and release of Assignor.
NOW, THEREFORE, with reference to the foregoing Recitals and for other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
parties mutually agree as follows:
1. Assignment. Assumption and Consent. Assignor hereby assigns and delegates
to Assignee and Assignee hereby accepts and assumes from Assignor, all of Assignor's rights,
titles, interests and obligations, if any, under the DDA. Assignee hereby agrees to perform all of
the obligations of Assignor under the DDA.
2. Representations. Assignor hereby represents and warrants that except as
otherwise disclosed herein, it has not previously assigned, pledged, hypothecated or otherwise
transferred any of its rights under the DDA.
3. Indemnification. Assignee agrees to indemnify, protect, hold harmless and
defend Assignor, and its respective partners, from all suits, actions, claims, causes of action,
costs, demands, judgments and liens arising out of the Assignee's failure to perform any
obligation under the DDA which are assumed by Assignee under Section 1 above, except as
such failure may have been caused by Assignor's willful misconduct or negligence.
4. Release of Assignor by the City. Except as otherwise set forth herein, the City
hereby releases and discharges Assignor from all of its obligations, if any, under the DDA. The
City agrees that in no event shall Assignor have any liability for any acts or omissions of
Assignee or its agents with respect to the DDA or for any defaults by Assignee under any of the
DDA as assigned to and assumed by Assignee hereunder; provided that the assigning
Assignor shall retain the indemnification obligations pursuant to Section 206.7 of the DDA.
1
60029648.1
5. Governing Law. The Agreement shall be interpreted under and be governed by
the laws of the State of California, except for those provisions relating to choice of law or those
provisions preempted by federal law.
6. Entire Agreement. This Agreement is the entire agreement between the parties
hereto with respect to the subject matter hereof and supersedes all prior agreements and
understandings, whether written or oral, between the parties with respect to the matters
contained in this Agreement. Any waiver, modification, consent or acquiescence with respect to
any provision of this Agreement shall be set forth in writing and duly executed by or on behalf of
the party to be bound thereby. No waiver by any party of any breach hereunder shall be
deemed a waiver of any other or subsequent breach.
7. Counterparts. This Agreement may be executed in counterparts by the parties
hereto, each of which shall be deemed to be an original, and all such counterparts shall
constitute but one and the same instrument.
8. Further Assurances. Each of the parties agrees to execute further and
supplemental instruments as may be requested by another party to effectuate the purposes and
intent of the Agreement.
9. City Consent. The City hereby consents to the aforesaid assignment and
assumption and releases the Assignor from its obligations under the DDA.
[remainder of page intentionally left blank]
N
50029648.1
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
ASSIGNOR:
Meta Hoye�ng Corpor;ion, a California corporation
Nam 4U
Its: �sSI�J crN
ASSIGNEE:
52ND DRIVE APARTMENTS, L.P.,
a California limited partnership
By: CHBA Affordable III, LLC,
a California limited liability company,
its Managing General Partner
By: Community Home Builders and Associates,
a California nonprofit public benefit corporation, its sole member and
manager
By fik? _
Grah�i P. Esp�ne—
President
By: 52nd Drive Apartments LLC,
a California limited Iiabilit company,
its Administrative Gener I Partner
By:
N �otFN 6(vSUEY
: MEM6E2
[Signatures continue on the following page]
S-1
50028848.1
CITY:
CITY OF VERNON, a California charter city and
municipal corporation
J %
By:
ATTE Marl Whitworth, City A ministrator
Dana Reed, Interim City Clerk
APPROVE AS TO FORM:
Nicholas Gborge Rodriguez,
City Attorney
Kronick Moskovitz Tiedemann & Girard,
Special Counsel to City
50029648.1
CITY:
CITY OF VERNON, a California charter city and
municipal corporation
By:
ATTEST:
City Clerk
APPROVED AS TO FORM:
2
50029648.1
kestern Community Housing, Inc.
June 26, 2013
Via Email (KWilson@ci.vemon.ca.us) and Mail
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attn: Kevin Wilson, Dir. Of Community Services
Re: 52nd Drive Apartments L.P.: MGP - Vernon Family Apartments — affordable community
Dear Mr. Wilson:
By this letter we provide background into Western Community Housing, Inc. ("WCH") and Community
Home Builders and Associates ("CHBA") which are both California non-profit public benefit corporations in
connection with the above project. WCH and CHBA share the same headquarters in Costa Mesa. Both have
Mr. Graham-Espley Jones, as President, who has over a decade of experience operating the non -profits as the
managing general partner (MGP) in collectively almost 100 affordable tax credit communities. Mr. Espley-
Jones is involved in all of the major decisions and day-to-day operations for both WCH and CHBA. Mr.
Espley-.tones also serves on the board of directors for both non -profits. WCH and CHBA similarly use the
same officers: Sandra Gibbons serves as the Chief Financial Officer and Vice President for both and Leanne
Truofreh serves as Secretary and Vice President for both. Ms. Gibbons and Ms. Truofreh also manage the
daily operations with Mr. Espley-Jones from the Costa Mesa office. Along with both non -profits sharing the
same officers (who all have signing authority), there is a second board member, Wing Lam serving on the
boards for both non -profits. Lastly, certain of the employees for the non -profits (such as in-house counsel and
the asset managers) perform services for both non -profits. In sum, while WCI-f and CHBA are legally separate
entities, the individuals comprising the experience and talent behind both are the same making both equally
capable as an MGP. Enclosed are copies of recent incumbency certificates for both non -profits.
While WCH originally was to serve as the MGP for the above Vernon project, CHBA (or its wholly
owned/controlled LLC) was the intended MGP. To the extent express provisions of' the City's DDA may
preclude this, we request a waiver to allow CHBA to serve as the MGP.
Very truly yours,
Western Community Housing, Inc.,
a California nonprofit public benefit corporation,
By:
Grahan sp e Prest
Enclosures
cc via email: Chris Maffris / Nicole Deddens
IS I ICalnuis Drive, Suite J-5 Costa Mesa, CA 92626-5974
1e1 714.549.4100 Fax 714.S49.4600
Certificate of Incumbency
I, Leanne Truof-eh, do hereby certify that I am the duly elected, qualified and acting
Secretary of Community Home Builders and Associates, a California corporation (the
"Corporation").
I do further certify that as of the date hereof the following individuals are all of the Directors
of the Corporation, whose respective terms shall expire at the Annual Meeting of Directors in 2014:
Directors
Graham Espley-Jones
Peter Barker
Vicki Clark
Wing Lam
John McAlister
Kent Davis
1 do further certify that as of the date hereof the following individuals are all of the Officers
of the Corporation:
Officers
Graham Espley-Jones, President
Sandy Gibbons, Vice President, Chief Financial Officer
Leanne Truofreh, Vice President, Secretary
IN WITNESS WHEREOF, I have hereunto set my hand, this 25"' day of June, 2013.
Leanne Truofreli, Secreta
Certificate of Incumbency
I, Leanne Truofreh, do hereby certify that I am the duly elected, qualified and acting
Secretary of Western Community Housing, Inc., a California corporation (the "Corporation').
I do further certify that as of the date hereof the following individuals are all of the Directors
of the Corporation, whose respective terms shall expire at the next Annual Meeting of Directors:
Directors
Joe Briganti
Kathleen Calvert
Tom Dallape
Graham Espley-Jones
Wing Lam
Jeffrey Meyers
Mark Strutner
i do further certify that as of the dale hereof the following individuals are all of the Officers
of the Corporation:
Officers
Graham Espley-Jones, President
Sandra Gibbons, Vice President, Chief Financial Officer
Leanne Truofreh, Vice President, Secretary
IN WITNESS WHEREOF, I have hereunto set my hand, this 25"' day of June, 2013.
Leanne Truofre , Secreta