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Home My WebLink About2020 CON SOUTH BAY COMMUNITY SERVICES AND COMMUNITY CAPS, LLC - Victorian Heights 1125-1137 B Avenue National City, CaRECORDING REQUESTED BY and: WHEN RECORDED RETURN TO: Community CAPS, LLC c/o South Bay Community Services 430 F Street Chula Vista, CA 91910 Attention: Kathryn Lembo SPACE ABOVE LINE FOR RECORDER'S USE ASSIGNMENT AND ASSUMPTION AGREEMENT BETWEEN SOUTH BAY COMMUNITY SERVICES AND COMMUNITY CAPS, LLC (Victorian Heights) THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement"), dated effective as of �—� -� �,—� , 2020, for reference purposes only, and which shall take effect upon the date of recordation of this Agreement with the San Diego County Recorder's Office (the "Effective Date"), is entered into by South Bay Community Services, a California non-profit public benefit corporation (the "Assignor") and Community CAPS, LLC, a California limited liability company (the "Assignee"), and consented to by the County of San Diego Health and Human Services Agency, Housing and Community Development Services (the "County") (collectively, the "Parties"). WHEREAS, Assignor is the owner of that certain supportive housing project located at 1125-1137 B Avenue, National City, California, commonly known as Victorian Heights, as more particularly described in the attached Exhibit A (the "Property"); WHEREAS, the County provided assistance in the fonn of a loan to Assignor to finance the acquisition and rehabilitation of the Property pursuant to that certain Deed of Trust with Assignment of Rents (recorded in the San Diego County Recorder's Office on April 19, 2000 as Document No. 2000-0203038), attendant Promissory Note memorializing a loan of $157,890 executed by Assignor on or about April 11, 2000 and Regulatory Agreement (recorded in the San Diego County's Recorder's Office on April 19, 2000 as Document No. 2000-0203039), all of which are hereby fully incorporated by reference into this Agreement (collectively the aforementioned documents are referred to as the "Victorian Heights Loan Documents"); WHEREAS, Assignor desires to transfer fee title to the Property to Assignee and assign to Assignee all of Assignor's terms, obligations and responsibilities under the Victorian Heights Loan Documents to Assignee, and Assignee desires to accept fee title to the Property and assume all of the terms, obligations, and responsibilities of Assignor under the Victorian Heights Loan Documents from and after the Effective Date of this Agreement; WHEREAS, Assignee and Assignor have requested that the County consent to the assignment of Assignor's interests and obligations in the Victorian Heights Loan Documents to Assignee; WHEREAS, Assignee warrants and represents that it is fully capable and will perform all the terms, obligations, and responsibilities of the Victorian Heights Loan Documents and this Agreement; and WHEREAS, County hereby wishes to provide its consent to the assignment of Assignor's interests in the Victorian Heights Loan Documents from Assignor to Assignee under the terms and conditions contained herein. NOW, THEREFORE, in consideration of the mutual terms, conditions, promises, covenants, and payments hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, County, Assignor, and Assignee agree as follows: 1. The foregoing recitals are true and correct and are hereby incorporated herein by reference. 2. Assignor and Assignee represent and warrant to County that each has not failed to disclose to County any information, which, if known, by the County, might provide grounds for County to withhold its consent to the assignment of Assignor's rights and obligations under the Victorian Heights Loan Documents. 3. Assignor represents and warrants that it is in full compliance with all the terms and conditions of the Victorian Heights Loan Documents; and no acts, omissions, or circumstances exist now or in the future that would constitute a default by Assignor thereunder. 4. This Agreement shall not operate as a waiver of any prohibition against further assignments without County's written consent. 5. By entering into this Agreement, County does not in any manner adopt, accept, approve, or is subject to any of the terms or conditions of any agreement between Assignor and Assignee pertaining to the acquisition of Assignor's interests in the Victorian Heights Loan Documents. 6. This Agreement shall not operate or be construed as any waiver of any term, condition, right or remedy of County under the Victorian Heights Loan Documents. 7. Nothing in this Agreement shall be construed as revising or amending the non -recourse provisions of the Victorian Heights Loan Documents. 8. Assignee hereby accepts the assignment of Assignor's rights and obligations under the Victorian Heights Loan Documents from Assignor and acknowledges and represents to County that it will abide by, perform, and assume each and every term, obligation, condition, and restriction including, but not limited to, each and every responsibility, duty, restriction, and obligation of Assignor set forth in the Victorian Heights Loan Documents, whether arising prior to, on or subsequent to the date of this assignment, and this Agreement which is hereby assigned to Assignee. Assignee further understands that this Agreement includes and hereby agrees to abide by any and all local, state, and federal laws and requirements applicable to the Victorian Heights Loan Documents. 9. Subject to and upon the terms and conditions herein County hereby consents to the assignment of Assignor's rights and obligations under the Victorian Heights Loan Documents from Assignor to Assignee, provided that this Consent shall not impose any additional obligations and/or liabilities on County or otherwise affect any of the rights of County under the Victorian Heights Loan Documents. 10. The Parties agree that this Assignment and Assumption does not constitute a novation, and does not affect the maturity date, interest rate or any other provision of the Promissory Note or the requirements of the Victorian Heights Loan Documents. 11. Any notices required by the terms of the Victorian Heights Loan Documents shall be delivered as directed therein to Assignee at: Community CAPS, LLC c/o South Bay Community Services 430 F Street, Chula Vista, CA 91910 Attn: President & CEO Facsimile: (619) 420-8722 E-mail: klembo@csbcs.org 12. Except as otherwise set forth herein, the terms and conditions of the Victorian Heights Loan Documents shall remain in full force and effect between the Parties. In case of a perceived conflict between the terms of the Victorian Heights Loan Documents and this Agreement, the terms of this Agreement shall govem. 13. The individuals executing this Agreement on behalf of Assignor and Assignee represent that they have full authority to execute this document on behalf of the entity for which they are acting herein. 14. This Agreement may be executed in any number of counterparts that, collectively, shall constitute one and the same instrument. Facsimile signatures shall be effective as original signatures with regard to this Agreement. Each party represents to the other that the execution and delivery of this Agreement by such party have been properly authorized and that all signatures are genuine. 15. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any action arising under or relating to this Agreement shall be brought only in the federal or state courts located in San Diego County, State of California. (Signature page to follow.) SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT BETWEEN SOUTH BAY COMMUNITY SERVICES AND COMMUNITY CAPS, LLC (Victorian Heights) For County: Dated: Attest: Approved as to form and legality by: DAVID M. STOTLAND Senior Deputy County Counsel The County of San Diego Health and Human Services Agency, Department of Housing and Community Development Services By: DAVI �`� LA, Dir County of San Diego Housing and Communit Services tor Development 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 San Diego County of ) On October 16, 2020 before me, John David Waters, Notary Public (insert name and title of the officer) personally appeared David Estrella 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/thelr 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. 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. (Seal) JONN DAVID WATERS Notary Public - California San Diego County Commission N 2311271 My Comm. Expires Nov 2, 2023 For Assignor: Dated: ‘,--3/ 0 For Assignee: Dated: 'cam / .\ / Approved as to form and legality: ‘e• , TimNy A. Kunca, neral Counsel SOUTH BAY COMMUNITY SERVICES, a California nonprofit public benefit corporation embo t and CEO COMMUNITY CAPS, LLC, a California limited liability company By: South Bay Community Services, a California nonprofit public benefit corporation, its Sole Member and ager N- -: Kat n Lembo itle: Pre dent and CEO ACKNOWLEDGEMENT 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 S NA 0rti(::I v On K3 12-112.Di-:J , before me, C�l�, �_�x I f1� n 1.2sL . ;•, TAD Li personally appeared V oc\.=y 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 GLORIA L. RAMIREZ = `�: Notary Public • California - San Diego County Commission k 2326649 My Comm. Expires May 1, 2024 (Seal) EXHIBIT A LEGAL DESCRIPTION For APN/Parcel ID(s): 556-551-17-00 Loth 6, 7 and 8 in Block 3 of 10 Acre Lot 4 of Quarter Section 154 of Rancho De La Nacion, in the City of National City, County of San Diego, State of California, according to Map thereof of the San Diego Land and Town Company Subdivision No. 13, filed in the Office of the County Recorder of San Diego County, November 1, 1886.