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HomeMy WebLinkAboutAgreement A-23-642 Assignment and Assumption Agreement.pdf Agreement No. 23-642 ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (the "Assignment") is made and entered into as of Nov 28th, 2023 by and between RH Community Builders LP, a California limited partnership ("Assignor"), and Crossroads Village Fresno, LP, a California limited partnership ("Assignee"), with reference to the following recitals of fact: R E C I T A L S WHEREAS, in conjunction with the renovation and operation by Assignee of certain real property located in the City of Fresno, California for an affordable housing rental project (collectively, the "Project"), Assignor entered into that certain Standard Agreement (Standard Agreement"), dated November 10, 2020, by and between the State of California Department of Housing and Community Development("HCD"), the County of Fresno, UP Holdings, LLC, dba Up Holdings California, LLC, and Assignor, in connection with the Homekey program; and WHEREAS, Assignor hereby desires to assign to Assignee all of its obligations under and rights, title and interest in and to the Standard Agreement, and the Assignee hereby desires to accept and assume such assignment including all of its obligations under and rights, title and interest in and to the Standard Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Assignor and Assignee agree as follows: AGREEMENT 1. Assignment and Assumption. Concurrently herewith, Assignor does hereby sell, assign, pledge, transfer and set over unto Assignee, all of Assignor's right, title, interest, powers, privileges and other incidences of ownership in and to the Standard Agreement, and Assignee does hereby assume all of Assignor's right, title, interest, powers, privileges and other incidences of ownership in and to the Standard Agreement. 2. Assignor Indemnity. Assignor does hereby agree to indemnify, defend, protect and hold harmless Assignee, its members, officers, employees, successors and assigns (collectively, the "Assignee Indemnified Parties") from and against any loss, cost, liability, damage or expense, including, without limitation, reasonable attorneys' fees and court costs, incurred by the Assignee Indemnified Parties as a result of any breach or default by Assignor under the Standard Agreement prior to the date hereof. 3. Assignee Indemnity. Assignee does hereby agree to indemnify, defend, protect and hold harmless Assignor, its members, officers, employees, successors and assigns (collectively, the "Assignor Indemnified Parties") from and against any loss, cost, liability, damage or expense, including, without limitation, reasonable attorneys' fees and court costs, incurred by the Assignor Indemnified Parties as a result of any breach or default by Assignee under the Standard Agreement from and after the date hereof. 4. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the heirs, legal representatives, assigns or successors in interest of Assignor and Assignee. 5. Applicable Law. All questions concerning the construction, validity, and 1 SA Assignment(Crossroads Village) 60066610.1 interpretation of this Assignment and the performance of the obligations imposed by this Assignment shall be governed by the internal law, notwithstanding the law of conflicts, of the State of California. 6. Section Titles. The headings herein are inserted as a matter of convenience only and do not define, limit, or describe the scope of this Assignment or the intent of the provisions hereof. 7. Separability of Provisions. Each provision of this Assignment shall be considered separable; and if, for any reason, any provision or provisions herein are determined to be invalid and contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Assignment which are valid. 8. Counterparts. This Assignment may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which, when taken together, constitute one and the same document. The signature of any party to any counterpart shall be deemed a signature to, and may be appended to, any other counterpart. 9. Waiver. No consent or waiver, express or implied, by any party to this Assignment of any breach or default by any other party to this Assignment shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such party of the same or any other obligations of such party contemplated by this Assignment. Failure on the part of any party to complain of any act or failure to act of another party, or to declare another party in default hereunder, shall not constitute a waiver by such party of its rights under this Assignment. 10. Attorneys' Fees. If any party hereto seeks to enforce its rights under this Assignment by legal proceedings, or otherwise, the non-prevailing party shall pay the prevailing party's costs and expenses, including without limitation reasonable attorneys' fees. [Remainder of Page International Blank, Signatures Follow] 2 SA Assignment(Crossroads Village) 60066610.1 IN WITNESS WHEREOF, the parties have executed, or caused this Assignment to be executed, as of the date set forth hereinabove. ASSIGNEE: CROSSROADS VILLAGE FRESNO, LP, a California limited partnership By: HOM XXXI LLC, a Delaware limited liability company, Its Managing General Partner By: Housing on Merit, a California nonprofit public benefit corporation, Its Sole Member By: Jennif4 Litwak, rxecutive Director By: Crossroads Village Fresno LLC, a California limited liability company, Its Administrative General Partner By: UP Holdings, LLC, an Illinois limited liability company, dba UP Holdings California, LLC, its Managing Member By: Jessica Hoff Berzac President By: RHCB Crossroads LLC, a California limited liability company, its Member By: RH Community Builders LP, a California limited partnership, its Sole Member By: WRBH LLC, a California limited liability company, its General Partner By: Wayne Rutledge Manager S - 1 SA Assignment(Crossroads Village) 60066610.1 IN WITNESS WHEREOF, the parties have executed, or caused this Assignment to be executed, as of the date set forth hereinabove. ASSIGNEE: CROSSROADS VILLAGE FRESNO, LP, a California limited partnership By: HOM XXXI LLC, a Delaware limited liability company, Its Managing General Partner By: Housing on Merit, a California nonprofit public benefit corporation, Its Sole Member By: Jennifer Litwak, Executive Director By: Crossroads Village Fresno LLC, a California limited liability company, Its Administrative General Partner By: UP Holdings, LLC, an Illinois limited liability company, dba UP Holdings California, LLC, its Managing Member By: 9(Y= Jessica Hoff Berzac President By: RHCB Crossroads LLC, a California limited liability company, its Member By: RH Community Builders LP, a California limited partnership, its Sole Member By: WRBH LLC, a California limited liability company, its General Partner By: Wayne Rutledge Manager S - 1 SA Assignment(Crossroads Village) 60066610.1 IN WITNESS WHEREOF, the parties have executed, or caused this Assignment to be executed, as of the date set forth hereinabove. ASSIGNEE: CROSSROADS VILLAGE FRESNO, LP, a California limited partnership By: HOM XXXI LLC, a Delaware limited liability company, Its Managing General Partner By: Housing on Merit, a California nonprofit public benefit corporation, Its Sole Member By: Jennifer Litwak, Executive Director By: Crossroads Village Fresno LLC, a California limited liability company, Its Administrative General Partner By: UP Holdings, LLC, an Illinois limited liability company, dba UP Holdings California, LLC, its Managing Member By: Jessica Hoff Berzac President By: RHCB Crossroads LLC, a California limited liability company, its Member By: RH Community Builders LP, a California limited partnership, its Sole Member By: WRBH LLC, a California limited liability company, its General P rtner By: /9 Wayne Rutledg Manager S - 1 SA Assignment(Crossroads Village) 60066610.1 ASSIGNOR: RH Community Builders LP, a California limited partnership By: WRBH LLC, a California limited liability company, its General Partner I � By: jug/ � Wayne Rutledge Manager S - 2 SA Assignment(Crossroads Village) 60066610.1 The following parties acknowledge and consent to the assignment of the Standard Agreement as set forth above: Department of Housing and Community Development By: Name: Its: Dated: County of Fresno, a political subdivision of the State of California ATTEST: By. BERNICE E.SEIDEL Na ra :S 1 inte o Clerk of the Board of Supervisors Its:Ch man a Board of Supervisors of the County of Fresno County of Fresno,State of California Dated: _ II-aO'a3 By Deputy Up Holdings, LLC, an Illinois limited liability company, dba UP Holdings California, LLC By: Name: Cullen J. Davis Its: Manager Dated: 7/24/2023 S - 3 SA Assignment(Crossroads Village) 60066610.1