20-0828_SJC GROVES LP_Assignment, Assumption Agreement and First Amendment to Affordable Housing, Disp.ASSIGNMENT, ASSUMPTION AGREEMENT
AND FIRST AMENDMENT OF
AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT
(The Groves at Williams Ranch)
THIS ASSIGNMENT, ASSUMPTION AND FIRST AMENDMENT OF
AFFORDABLE HOUSING DISPOSITION AND DEVELOPMENT AGREEMENT (the
"Agreement") is entered into as of August 28, 2020 by and among C & C Development Co.,
LLC, a California limited liability company ("C&C") and Sean Rawson, an individual
("Rawson", and together with C&C, the "Assignors"), and SIC Groves LP, a California limited
partnership (the "Partnership").
RECITALS
The City of San Juan Capistrano, a municipal corporation (the "City"), entered into an
Affordable Housing Disposition and Development Agreement with the Assignors, dated as of
July 16, 2019 (the "AHDDA"), to acquire from the City the real property located at 30333
Camino Capistrano, San Juan Capistrano, California 92675 (the "Property") and develop
thereon of a 75 -unit housing complex affordable to low income senior households, other than
one manager's unit (the "Project").
A. The Assignors have formed the Partnership to acquire the Property and develop
the Project.
B. The Assignors now desire to assign their interests and obligations under the
AHDDA to the Partnership and the Partnership desires to assume the Assignors' interests and
obligations under the AHDDA.
C. The assignment of the Assignors' interests and obligations under the City
AHDDA to the Partnership is a transfer permitted under Section 1. 1.55 of the AHDDA, and the
City is consenting to such transfer by signing this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties
hereto and other valuable consideration, the receipt and sufficiency of which consideration is
hereby acknowledged, it is hereby declared, understood and agreed as follows:
1. Assignment by the Assignors. The Assignors hereby assign and delegate to the
Partnership all of the Assignors' right, title, and interest in and obligations regarding the
AHDDA.
2. Acceptance of Assignment and Assumution by the Partnership. The Partnership
accepts the above assignment of the Assignors' right, title and interest in the AHDDA, and
assumes all of the Assignors' obligations regarding the AHDDA, and agrees to perform all of the
Assignors' obligations and covenants regarding the AHDDA and this Agreement. All references
in the AHDDA to "Developer," "Owner," "Borrower," and "Trustor" shall be deemed to be
references to the Partnership.
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Modification of the AHDDA. The AHDDA is hereby amended as follows:
a. Section 1.1.59. Section 1. 1.59 is replaced in its entirety as follows:
"1.1.59 `Project Budget' means the Project Costs and anticipated
sources of funds to pay the Project Costs as set forth in the Project
proforma, dated as of August 31, 2020, and approved by the City Manager
as of August 27, 2020, as may be modified from time to time pursuant to
Section 6.2."
b. Section 1.1.61. Section 1. 1.61 is replaced in its entirety as follows:
"1.1.61 `Project Completion Date' means that date set forth
therefor by which a Certificate of Completion shall be issued for the
Project, as more particularly provided in the Schedule of Performance.
The Project Completion Date shall be no later than December 31, 2023,
subject to Unavoidable Delay."
c. Exhibit C - Schedule of Performance. The last row of Exhibit C to the
DDA, the Schedule of Performance, is hereby amended so that the Completion of
Construction.date is December 31, 2023.
4. Full Force and Effect. Except as set forth in this Agreement, the AHDDA shall
remain'unmodified and in full force and effect.
5. Representations. The Assignors hereby represent and warrant that they have not
previously assigned, pledged, hypothecated or otherwise transferred any of their rights under the
AHDDA.
6. Effective Date. The assignment of the AHDDA shall be effective as of the date of
this Agreement.
7. Headings. The headings used in this Agreement are for convenience only and
shall be disregarded in interpreting the substantive provisions of this Agreement.
8. Successors and Assigns. This Agreement shall be binding on and inure to the
benefit of the legal representatives, heirs, successors and assigns of the parties.
9. California Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
10. Invalidi . Any provision of this Agreement which is determined by a court to be
invalid or unenforceable shall be deemed severed herefrom, and the remaining provisions shall
remain in full force and effect as if the invalid or unenforceable provision had not been a part
hereof.
11. Counterparts. This Agreement may be signed by the different parties hereto in
counterparts, each of which shall be deemed an original but all of which together shall constitute
one and the same agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
ASSIGNORS: PARTNERSHIP:
C&C:
C & C DEVELOPMENT CO., LLC,
a California limited liability company
Todd R. Cottle, Trustee of the
2007 Todd R. Cottle and
Jennifer N. Cottle Revocable Trust,
its member
RAWSON:
an individual
SJC GROVES LP,
a California limited partnership
By: RCC MGP LLC, a California
limited liability company, its managing
general partner
By: Riverside Charitable Corporation, a
California nonprofit corporation, its
sole member and ager
By:
Kenneth S. Robert§6n
President
By: SJC Groves CCR LLC, a California
limited liability company, its developer
general partner
By: C & C Development Co., LLC,
a California limited liability
company, its sole member and
manager
By:
Todd R. Cottle, Trustee of
the 2007 Todd R. Cottle and
Jennifer N. Cottle
Revocable Trust, member
[Signatures Continue on Following Page]
160KW-1880974?
Approved'as to Legal Form:
BEST BEST & KRIEGER LLP
Eliza h Hull, City Attorney
1603!40\28809742
CITY:
CITY OF SAN JUAN CAPISTRANO
a California municipal corporation
1 "ami "gel, it Manager