1995 LQ Seniors LP (LINC) - Assignment & Consent Agrmt291131
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RECEIVED FOR RECORD
AT 2:00 O'CLOCK
RECORDING REQUESTED BY AND )
WHEN RECORDED, MAIL TO: ) SEP -1 1995
City of La Quinta
a ��x co"mr. crnm:.
78-495 Calle Tampico ) spy Reco'°e'�
La Quinta, California 92253 ) Feess
Attn: City Clerk )
(Space above provided for recorder.)
ASSIGNMENT AND CONSENT AGREEMENT
THIS ASSIGNMENT AND CONSENT AGREEMENT ("Assignment Agreement") is
entered into as of the 1 day of July , 199_5_, by and among the LA QUINTA
REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency"), E.G.
WILLIAMS DEVELOPMENT CORPORATION, a California corporation ("EGW"), LINC
HOUSING, a nonprofit affordable housing development corporation ("LINC") and LA QUINTA
SENIORS L.P., a California limited partnership (the "Partnership") whose sole general partners
are EGW and LINC.
RECITALS
A. The Agency and EGW entered into a certain Disposition and Development
Agreement dated as of September 20, 1994, (the "DDA"), which is incorporated herein by this
reference, which provided for the disposition of certain real property for particular uses as
provided pursuant to the DDA.
B. Pursuant to the DDA, EGW was required to develop and cause to be operated on
certain property described thereon as the "Rental Property" (which Rental Property is depicted on
Exhibit "A" hereto) "Rental Units" to be available to and occupied by senior citizens at
"Affordable Rents," all as more fully provided pursuant to the DDA.
C. EGW has determined that certain financial resources, such as tax credits, may be
available to implement the development and operation of the Rental Units in strict conformity
with the DDA if ownership of the Rental Units is held by a partnership in which the sole general
partners are EGW and LINC or a subsidiary, non-profit corporation with respect to which LINC
exercises complete managerial and operational control ("LINC Subsidiary"). EGW and LINC
contemplate that they will upon making appropriate application and subject to obtaining approval
by the relevant governmental agencies which administer tax credits, market and sell limited
partnership interests to tax credit investors.
D. The Agency is agreeable to the assignment of the interest of EGW with respect to
the Rental Property and Rental Units pursuant to the DDA to a limited partnership in which EGW
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and LINC (or a LINC Subsidiary) are the sole general partners subject to the terms and conditions
set forth in this Assignment Agreement.
NOW, THEREFORE, the parties to this Assignment Agreement agree as follows:
EGW represents and warrants to the Agency as follows:
(a) EGW (which is also referred to as the "Developer" in the DDA) is
not in default pursuant to the DDA, and no condition exists which with the
passage of time will constitute a default;
(b) To the best of the knowledge of EGW and its principals, LINC is
experienced in the development or operation of affordable rental units;
2. Each of LINC and the Partnership represents and warrants to the Agency as
follows:
(a) Each of LINC and the Partnership is either a corporation or a
partnership authorized to do business in California and has duly authorized,
executed and delivered this Agreement and any and all other agreements and
documents required to be executed and delivered by LINC or the Partnership in
order to carry out, give effect to, and consummate the transactions contemplated
by this Agreement. This Agreement is enforceable against each of LINC and the
Partnership.
(b) Each of LINC and the Partnership does not have any contingent
obligations or contractual agreements which could adversely affect the ability of
LINC or the Partnership to carry out its obligations hereunder.
(c) There are no pending or, so far as is known to LINC or the
Partnership, threatened, legal proceedings to which LINC or the Partnership is or
may be made a party or to which it or any of its property is or may become
subject, which have not been fully disclosed in the material submitted to the
Agency, which could adversely affect the ability of LINC or the Partnership to
carry out its obligations hereunder.
(d) There is no action or proceeding pending or, to LINC or the
Partnership's best knowledge, threatened, looking toward the dissolution or
liquidation of LINC or the Partnership's and there is no action or proceeding
pending or, to LINC or Partnership's best knowledge, threatened by or against
LINC or the Partnership which could affect the validity and enforceability of the
terms of this Agreement, or adversely affect the ability of LINC or the Partnership
to carry out its obligations hereunder.
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(e) Each of LINC and the Partnership has, and will as required by its
obligations hereunder, dedicate, allocate and otherwise make available, sufficient
financial and other resources to perform its obligations under this Agreement.
(0 The principals of LINC and the Partnership are experienced in the
development or operation of affordable rental units;
(g) Each of LINC and the Partnership has reviewed the DDA, including
without limitation the Attachments thereto,
(h) Each of LINC and the Partnership has duly authorized this
Assignment Agreement, and no other approvals or consents are needed to give
effect to this Assignment other than the approval of the Agency;
Each of the foregoing items (a) through (h), inclusive, shall be deemed to be an
ongoing representation and warranty. LINC and the Partnership shall advise the Agency in
writing if there is any change pertaining to any matters set forth or referenced in the foregoing
items (a) to (h), inclusive.
3. EGW assigns its position as Developer with regard to the Rental Units and the
Rental Property only, pursuant to the DDA (and not in connection with any other rights under the
DDA) to the Partnership. The Partnership agrees to be bound by all provisions of the DDA
pertaining to the Rental Units and the Rental Property, (collectively, the "Rental Provisions")
including without limitation Sections 326, 329, 400 to 415 (excepting only such provisions as they
pertain to property and uses other than the Rental Units and the Rental Property), 600 to 613,
Attachment Nos. 1, 2, 6, 7, 11, 12, 13, 14, 16, 17 and 20 of the DDA and the Restated and
Amended Rental Property Promissory Note secured by the Rental Property Deed of Trust.
This Assignment Agreement does not affect any rights or obligations of the parties
to the DDA with regard to subject matter other than the Rental Property and the Rental Units,
and is entered into solely for the purpose of encouraging and facilitating the development and
operation of the Rental Units at the rent levels and for the duration prescribed by the DDA.
Except as expressly modified by the terms of this Assignment Agreement, all provisions of the
DDA (including without limitation the Attachments thereto) shall remain in full force and effect.
4. Notices, demands and communications among the parties shall be made as set
forth in Sections 501, 104 and 105 of the DDA, with a copy of any such notice, demand or
communication to be sent to the Partnership at the following addresses: La Quinta Seniors L.P.,
c/o LINC Housing Corporation, 4 Venture, Suite 275, Irvine, California 92718; with a copy to
Mission First Financial, 18101 Von Karman Avenue, Suite 1700, Irvine, California 92715.
Notwithstanding the foregoing, notice to the Partnership shall be deemed to constitute notice to
each of EGW, LINC and the Partnership.
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5. Notwithstanding any provision or obligation to the contrary contained in this
Assignment Agreement, (a) the liability of LINC and the Partnership under this Agreement is
limited to LINC and the Partnership's interest in the Rental Property and the improvements
thereon, and the Agency shall look exclusively thereto; and (b) from and after the date of this
Assignment Agreement, no deficiency or other personal judgment, nor any order or decree of
specific performance, shall be rendered against LINC or the Partnership, the assets of LINC or the
Partnership (other than LINC or the Partnership's interest in the Rental Property and the
improvements thereon), any agreement pertaining to the Rental Property and the improvements
thereon or any other agreement securing LINC and the Partnership's obligations under this
Assignment Agreement, its officers, directors, employees or members or their heirs, personal
representatives, successors, transferees or assigns, as the case may be (collectively, "LINC
Affiliates"), in any action or proceeding arising out of this Assignment Agreement or any
agreement securing the obligations of LINC or the Partnership under this Assignment Agreement,
or any judgment, order or decree rendered pursuant to any such action or proceeding.
The provisions of this paragraph 5 shall be inserted into the Rental Conveyance
Area Promissory Note and the Rental Conveyance Area Deed of Trust, Attachment Nos. 11 and
12, respectively to the DDA, at such time as LINC or any LINC Affiliate, or any partnership in
which LINC or a LINC Affiliate is a general partner, obtains title to the Rental Property, assumes
the terms of the Rental Conveyance Area Promissory Note, or otherwise becomes obligated under
the terms of the Rental Conveyance Area Promissory Note.
The Agency agrees to consider modifications to the Rental Conveyance Area
Promissory Note if required to qualify for Tax Credits, as such term is defined in the DDA.
6. Upon execution of this Assignment Agreement the Partnership shall be liable for
performance hereunder with respect to the development and operation of the Rental Units
pursuant to the DDA; such liability shall be in addition to and shall not modify or remove the
obligation of EGW to perform pursuant to the DDA, such obligation remaining in full force and
effect. Notwithstanding the foregoing, the Agency will not unreasonably withhold its approval
that EGW shall not remain obligated to operate or maintain Rental Units pursuant to the DDA
provided that all of the following are satisfied: (i) the Developer shall not be in default of the
DDA, including without limitation all attachments thereto; (ii) Tax Credits shall have been
obtained and a Tax Credit Regulatory Agreement shall have been recorded and remain in effect as
to the Rental units; (iii) LINC shall remain obligated to operate and maintain the Rental Units
pursuant to the DDA; (iv) initial rent -up of not less than ninety percent (90%) shall have been
accomplished with occupants and rents conforming in all respects to the DDA; and (v) a
Certificate of Completion shall have been issued by the Agency for all improvements required by
the DDA to have been constructed in connection with the conveyance of the Rental Conveyance
Area, as defined in the DDA.
7. It is agreed and acknowledged by the Agency that EGW or the Partnership may
retain the services of Insignia Management L.P., a limited partnership licensed to do business in
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California ("Insignia") to manage the Rental Units upon completion of construction. The parties
agree that the property manager shall be subject to removal, upon notice having been given
describing the basis for such removal; provided that: (i) no such removal shall be effective unless
and until sixty (60) days have elapsed from the mailing of such notice without completion of
curative measures to the reasonable satisfaction of the parry giving such notice; and (ii) problems
relating to such removal shall be subject and subordinate to the requirements and limitation
imposed in connection with the consummation of the sale of tax credits to implement the
development of the Rental Units and their operation as affordable housing pursuant to the DDA.
8. Except as expressly defined herein, all terms shall have the same meaning as
provided pursuant to the DDA.
9. Upon approval by the Agency, the Partnership shall be deemed to be the
"Developer" pursuant to the Rental Provisions of the DDA.
10. As of the execution of this Assignment Agreement, the Agency represents and
warrants that it has no actual knowledge of any defaults by any party in the performance under the
DDA.
11. This Assignment Agreement shall be interpreted and governed according to the
laws of the State of California.
Dated: 1hy1 / 99S
Dated:,;,
Dated: 101 qS
LA QUINTA REDEVELOPMENT AGENCY
By:
Chairman
LINC
By:
Its:
LA QUINTA SENIORS, L.P.
By:
Its: titr hC �Q bJc.
i..
State of California )
) ss.
County of e4_e_ )
OnLIuS/ Z 1995, before me /ai�i-TGr�ssr /�ioc.�n
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[insert name of notary officer],
Notary Public in and for said County and State, personally
appeared Z�'� 1-e� „1-1-�4
personally known to m-6
satiafacta>�—e>fidaacs) to be the person(sp) whose name(S) is/4*e
subscribed to the within instrument and acknowledged to me that
he/she./t-hity executed the same in his/1sr/t*eskr authorized
capacity(is_4), and that by his/her/t*wir signature(v) on the
instrument the person(V , or the entity upon behalf of which
the person(Z) acted, executed the instrument.
WITNESS my hand and official seal.
Signa
(Seal)
TOM TEgHA MOMI
sGOMY
COAMI.IIm1MNotary GubAa—CdRIVERSIDE COUNTY
Comm. Expires MAR 27.19
State of California )
ss.
County of Riverside )
On August 3
, 1995, before me
Marie T. Jones/Notary Public
[insert name of notary officer],
Notary Public in and for said County and State, personally
appeared E.G. Williams
r
personally known to me (�stxuied}caaezca:?ciif
xfxs� x?€#ascitmr�cxaxar�exisg) to be the person(z) whose name(:&) is/AV
subscribed to the within instrument and acknowledged to me that
K* she/t-H§xexecuted the same inxhis/her/thair authorized
capacity(itg), and that by Jags/her/thalr signature(3) on the
instrument the person(R), or the entity upon behalf of which
the person(ft) acted, executed the instrument.
WITNESS my hand and official seal.
Signature o�w��, k?' -----
(Seal)
SRDX3G19.AMD
080195
MARIE . # )ONES
11.9COMM. N988825
C Ndary Public-Caliiamia
�,?RIVERSIDECOUNTY
My Commiwon Ex ire&
9 March 24, ,9$7
-4-
State of California )
ss.
County of )
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on q.11 , 1915, before me
[insert name of notary officer],
Notary P bc in and for id County and State, personally
appeared IhI 1G1'V VV(l I — -- - ---- ,
personally -known to As (or proved to me on the basis of
satisfactory evidence) to be the person(V whose name(`g) P/a
s scribed to the within instrument
and acknowledged to me th t
1 shy/th�g'� �executed the same in 9/he /t e r authorized
capa ityO, and that byfs� h /th si nature(} on the
instrument he person(p, or the entity upon behalf of which
the person($), acted, a ecuted the instrument.
WITNESS my hand and official seal.
Signature"! r
( Seal ) •ER -HEY
rc. CCAQ. Y10443?i 3
r1 MOFARV PUEfiC CALIF IA'tWn n
aNra E s`;fN/ 5
,� blyy aW11PIi. k�xj�ppres P�+M n i;d [[.
State of California
ss.
County of
On 1995, before me
[insert name of notary officer],
Notary Public in and for said County and State, personally
appeared
personally known to me (or 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.
WITNESS my hand and official seal.
Signature
(Seal)
SRDX3019AMD
080195 —4 —
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EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
That certain real property located in the County of
Riverside, State of California, described as follows:
Lot 1 of Tract No. 28019, in the City of La Quinta,
in the County of Riverside, State of California, as
per map recorded in Book 252, Pages 85 through 89,
inclusive, of Maps, in the office of the County
Recorder of said County.
Excepting therefrom all oil, gas, hydrocarbon
substances and minerals of every kind and character
lying more than five hundred (500) feet below the
surface, together with the right to drill into,
through and to use and occupy all parts of the site
lying more than five hundred (500) feet below the
surface thereof for any and all purposes incidental
to the exploration for and production of oil, gas,
hydrocarbon substances or minerals from said site or
other lands, but without, however, any right to use
either the surface of the site or any portion thereof
within five hundred (500) feet of the surface for any
purpose or purposes whatsoever, or to use the site in
such a manner as to create a disturbance to the use
or enjoyment of the site.
As reserved by La Quinta Redevelopment Agency, a
public body corporate and politic, in deed recorded
October 28, 1994 as Instrument No. 94-415016,
Official Records.
Exhibit A
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