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RESOLUTION NO. 2026-R____
A
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CULVER CITY APPROVING ASSIGNMENT AND
ASSUMPTION AGREEMENT BETWEEN THE CITY OF
CULVER CITY AND THE CULVER CITY HOUSING
AUTHORITY RELATED TO THE JUBILO VILLAGE
AFFORDABLE HOUSING PROJECT
W
HEREAS, the City of Culver City (the “City”) and the Culver City Housing Authority have each entered into separate L oan Agreements with 4464 Sepulveda Blvd., L.P. (“Developer”), dated December 22, 2025 (“Loan Agreements”), committing funds to the financing of construction and development of an affordable multi -family residential rental development consisting of ninety -three (93) units of affordable rental housing, plus two (2) managers’ units, and related improvements known as the Jubilo Village Housing Project (the “Jubilo Project”); and
WHEREAS, the City’s Loan Agreement includes a promise to loan Developer $15,000,000.00 for the Jubilo Project as well as related documents and instruments which collectively comprise the Loan Agreement; and
WHEREAS, the Culver City Public Financing Authority (“CCPFA”) was formed, in part, to assist in the financing of affordable housing projects, including the Jubilo Project, and therefore wishes to be the primary lender for that project; and WHEREAS, the City wishes to assign to the CCPFA the Loan Agreement using the Assignment and Assumption Agreement attached to this Resolution as Exhibit 1; and
WHEREAS, the CCPFA wishes to accept assignment of the Loan Agreements, including all related rights, duties, and obligations. -2-
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NO W, THEREFORE, the City Council of the City of Culver City , DOES HEREBY RESOLVE, as follows:
SECTION 1. The City hereby approves the Assignment and Assumption Agreement attached to this Resolution as Exhibit 1.
SECTION 2. The City Manager is hereby authorized to execute the Assignment and Assumption Agreement on behalf of the City and to take all necessary actions to complete the assignment of the Loan Agreement.
SECTION 3. This Resolution shall take effect immediately upon its adoption.
APPR
OVED and ADOPTED this 10th day of August 2026.
F REDDY PUZA, Mayor
City of Culver City
A
TTEST: APPROVED AS TO FORM:
JEREMY BOCCHINO HEATHER BAKER
City Clerk City Attorney
EXHIBIT 1
Contract No. ___________
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ASSIGNMENT AND ASSUMPTION AGREEMENT
Th
is ASSIGNMENT AND ASSUMPTION AGREEMENT ( this “Agreement”) is made and entered into as of June 30, 2026, by and between the CITY OF CULVER CITY, a municipal corporation, (the “ Assignor”), the CULVER CITY PUBLIC FINANCE AUTHORITY (the “Assignee”), with the acknowledgement of 4464 SEPULVEDA BLVD., L.P. (" Borrower"), a California limited partnership.
RE
CITALS
A. T
he Assignor and Borrower entered into a Loan Agreement, dated as of December 22, 2025 (the “Loan Agreement”) to loan funds in the amount of FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00) (the “ Loan”) for the Borrower to use to construct and provide permanent financing to develop, own and operate an affordable multi -family residential rental development consisting of ninety-three (93) units of affordable rental housing, plus two (2) managers’ units, and related improvements. As part of the Loan Agreement, Borrower executed a Promissory Note, and Assignor and Borrower executed a Leasehold Deed of Trust, and an Option and Purchase Agreement, and an Assignment of Contracts and Plans , and a UCC-1 Financing Statement if completed and filed . Together these documents represent the collective rights and obligations related to the Loan (“ Loan Agreement Documents”). A copy of each is attached hereto as Exhibits A through F, and incorporated herein by this reference.
B. T
he Loan and the Loan Agreement Documents are subject to the terms of that certain Subordination Agreement by and between Assignor and U.S. Bank Trust Company, National Association, a national banking association, in its capacity as fiscal agent ( together with its successors and assigns, the “Senior Lender”), dated as of December 1, 2025, and recorded on January 5, 2026, in the Official Records of Los Angeles County, California, as Instrument No. 20260005612 (the “ Subordination Agreement”). A copy of the Subordination Agreement is attached hereto as Exhibit F. As used herein, the term Loan Agreement Documents include the “Junior Loan Documents” (as defined in the Subordination Agreement).
C. S
ection 10(b) of the Subordination Agreement provides that Junior Lender may assign the Junior Loan Documents (as defined in the Subordination Agreement ) to another governmental entity without the prior written approval of Senior Lender. The Assignee is a municipal corporation duly organized and existing under the laws of the State of California, and the parties intend that the assignment contemplated by this Agreement qualify for such governmental-entity exception.
D. A
ssignor desires to assign to the Assignee all the Assignor’s rights and obligations under the Loan Agreement Documents (the “ Assigned Rights and Obligations ”), and the Assignee desires to purchase, accept, and assume the Assignor’s rights and obligations under the Loan Agreement Documents (the “Assumed Rights and Obligations ”), such assignment , sale and assumption to be effective as of the date of this Agreement . The Assigned Rights and Obligations and the Assumed Rights and Obligations are referred to col lectively herein as the “Agreement Rights and Obligations”.
Contract No. ___________
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E. Borrower acknowledges the assignment of Assignor’s rights and obligations under the Loan Agreement Documents.
F. B
orrower acknowledges and agrees that the assignment , sale and assumption contemplated by this Agreement shall not (i) constitute a default or breach under any of the Loan Agreement Do cuments, (ii) result in acceleration of any amounts due under any of the Loan Agreement Documents, or (iii) require any further consent or approval from Borrower.
NO
W THEREFORE in consideration of these promises, and of the agreements, covenants and conditions contained in this Agreement and other good and valuable consideration, the parties hereto hereby agree as follows:
ARTI
CLE 1
PURCHASE, ASSIGNMENT, AND ASSUMPTION OF
LOAN AGREEMENT DOCUMENTS RIGHTS AND OBLIGATIONS
1.1 Assignment. The Assignor assigns to the Assignee, as of the as of date of this Agreement (the “Effective Date”), all of the Assignor’ s rights, title , and interest in and to the Assigned Rights and Obligations.
1.2 Assumption. As of the Effective Date of this Agreement, the Assignee accepts the Assignor’s assignment of the Assigned Rights and Obligations and assumes the Assumed Rights and Obligations. From and after the Effective Date of this Agreement, the Assignee shall keep and perform all of the agreements, undertakings, and covenants of the Loan Agreement Documents, including any attachments, undertakings, covenants, and documents recorded pursuant to the Loan Agreement Documents. As between Assignor and Assignee, Assignee is solely responsible for all obligations under the Loan Agreement Documents arising on or after the Effective Date of this Agreement.
1.3 Preservation of Assignor Indemnification and Related Rights; Non -Merger.
Notwithstanding the assignment in Section 1.1 and the assumption in Section 1.2, all rights of the Assignor under the Loan Agreement Documents to indemnification, defense, hold harmless, reimbursement, and any analogous protections (collectively, the “ Assignor Protective Rights”) shall survive and shall not be extinguished, waived, released, or diminished by this Agreement.
From and after the Effective Date, the Assignor Protective Rights shall be held by the Assignee (the Authority) for the benefit of both the Assignor and the Authority, and the Authority shall enforce such rights for the Assignor's benefit upon the Assignor 's reasonable request and at the expense of the responsible obligor. The Assignor Protective Rights shall not merge into, and shall remain separate and distinct from, the Assignee ’s other rights, interests, or obligations under the Loan Agreement Documents upon assumption, it being the express intent of the parties that no merger of interests occur. The Assignor shall remain a direct beneficiary of, and retain standing to enforce, the Assignor Protective Rights.
1.4 Subordination Agreement . The parties acknowledge that, pursuant to the definition of “Junior Lender” in the Subordination Agreement, the Assignee, as a permitted Contract No. ___________
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successor and assignee of Assignor with respect to the Junior Loan Documents, is intended to be, and upon the effectiveness of this assignment shall be, the “Junior Lender” for all purposes of the Subordination Agreement. The Assignee acknowledges and agrees to the terms and conditions set forth in the Subordination Agreement and confirms that the Subordination Agreement remains in full force and effect and that the Loan Agreement Documents remain subject to the terms thereof.
ARTICLE 2
RIGHTS AND REMEDIES
2.1 No Cross-Liability; Assignment of Existing Default Liability . Nothing in this Agreement shall be construed to imply, acknowledge, or suggest that any default or breach by either the Assignor or the Assignee under the Loan Agreement Documents exists or has occurred as of the Effective Date. To the extent that any uncured material default or breach under the Loan Agreement Documents nonetheless exists, or is alleged to exist, as of the Effective Date, all liability and remedial exposure arising from or relating to such default or breach is hereby irrevocably assigned to, and assumed by, the Assignee, and in no event shall the Assignor bear, or have attributed to it, any liability or remedial exposure in connection with any such default or breach.
2.2 No Assignor Liability for Assignee Breach . From and after the Effective Date, any default or breach by the Assignee under the Loan Agreement Documents that arises after the Effective Date and relates solely to the Assumed Rights and Obligations shall not be deemed or attributed to a default or brea ch by the Assignor under the Loan Agreement Documents; and, provided that the Assignor is not otherwise independently in default under the Loan Agreement Documents, no such default or breach by the Assignee shall give rise to, or result in the imposition of, any remedies against the Assignor.
2.3 No Assignee Liability for Assignor Breach. Except for any liability assigned to and assumed by the Assignee under Article 2, any default or breach by the Assignor under the Loan Agreement Documents, whether arising before or after the Effective Date and to the extent any such default or breach exists or is alleged, shall not be deemed or attributed to a default or breach by the Assignee under the Loan Agreement Documents; and, provided that the Assignee is not otherwise independently in default under the Loan Agreement Documents, no such default or breach by the Assignor shall give rise to, or result in: (i) the imposition of any remedies against the Assignee or (ii) any modification or termination of the Loan Agreement Documents as against the Assignee.
ARTICLE 3
GENERAL PROVISIONS
3.1 No Joint Venture. Nothing contained herein shall be construed as creating a joint venture, agency, or any other relationship between the parties hereto other than that of assignor and assignee.
Contract No. ___________
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3.2 Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance is found by a court of competent jurisdiction to be invalid or unenforceable, then the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each remaining term and provision of this Agreeme nt shall be valid and enforceable to the full extent permitted by law; provided that, if the invalidation or unenforceability would deprive either the Assignor or the Assignee of material benefits derived from this Agreement or make performance under this Agreement unreasonably difficult, then the Assignor and the Assignee shall meet and confer and shall make good faith efforts to modify this Agreement in a manner that is acceptable to the Assignor and the Assignee.
3.3 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of California.
3.4 Authority. Each person executing this Agreement represents and warrants that he or she has the authority to bind his or her respective party to the performance of its obligations hereunder and that all necessary board of directors’, shareholders’, partners’ and other approvals have been obtained.
3.5 Assignee Address. For the purposes of any notices required to be given by the Loan Agreement, the Assignee’s address is as follows:
Culver City Public Finance Authority
9770 Culver Boulevard
Culver City, California 90232
Attention: Executive Director
With a copy to: General Counsel’s Office
9770 Culver Boulevard
Culver City, California 90232
Attention: General Counsel
3.6 Parties’ Intent to Transfer Only. The Parties intend by this Agreement to transfer all rights, duties, and obligations from the Assignor to the Assignee. The Parties do not intend to create, destroy or otherwise eliminate any such rights, duties, or obligations.
ARTICLE 4
MISCELLANEOUS
4.1 Closing Deliverables. The parties shall concurrently execute and, where applicable, record or file: (a) an Assignment of Deed of Trust in recordable form for recording in Los Angeles County; (b) a UCC -3 to correct existing financing statements, if any, substituting Assignee as secured party of record; (c) an endorsement or allonge transferring the Promissory Note to Assignee; (d) written notice to Senior Lender (in a form reasonably acceptable to Senior Lender ) for purposes of Section 8 of the Subordination Agreement, of the assignment of the Junior Loan Contract No. ___________
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Documents and the Subordination Agreement to Assignee, together with Assignee’s notice address for purposes of Section 8 thereof; and (e ) inclusion of express Subordination Agreement assignment language in the recordable Assignment of Deed of Trust contemplated by subsection (a) above), together with such other instruments as may be necessary or desirable to reflect in the public records the change in the identity of the Junior Lender thereunder.
4.2 No
n-Merger. The Assignor Protective Rights and other rights reserved under Section
1.3 remain separate and do not merge into the Assignee's rights or obligations upon assumption.
4.3 E
ntire Agreement. This Agreement and the Loan Agreement Documents are the entire agreement on this subject and supersede all prior negotiations and understandings, except any separate written agreement the parties expressly preserve.
4.4 S
urvival. The Assignor Protective Rights (Section 1. 3), Article 2 liability allocation, and the parties’ representations and warranties survive closing, recording or filing of the Closing Deliverables, and effectiveness of the assignment.
4.5 A
mendments. No amendment or waiver is effective unless in writing and signed by both parties. A waiver applies only to the matter waived.
4.6 S
uccessors and Assigns. This Agreement binds the parties' successors and permitted assigns. Assignee shall not further assign its rights or obligations without the Assignor 's prior written consent, not to be unreasonably withheld, and any assignment must preserve the Assignor Protective Rights and Sections 4.2 and 4.4. Any assignment in violation of this Section is void.
4.7 No
Third-Party Beneficiaries. This Agreement confers no rights on any non-party, except that (a) the Assignor is a direct, intended beneficiary of the Assignor Protective Rights under Section 1.3 with standing to enforce them, and (b) the Borrower's rights under the Loan Agreement Documents remain intact and enforceable against the Assignee. 4 .8 Further Assurances. Each party shall execute and deliver such additional documents and instruments and perform such additional acts as may be necessary or appropriate to effectuate, carry out, and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated hereby.
S
IGNATURE BLOCKS ON NEXT PAGE
Contract No. ___________
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4.9 Signatures and Counterparts. The Parties acknowledge and agree that this Agreement may be executed in counterpart s, and by faxed versions of an original signature or electronically scanned and transmitted versions (e.g., via pdf) of an original signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
“Assignor”
City of Culver City
Dated: __________________ By: ________________________________
Odis Jones
City Manager
“Assignee”
Culver City Public Finance Authority
Dated: __________________ By: ________________________________
Odis Jones
Executive Director
Acknowledged and agreed by:
“Borrower”
4464 Sepulveda Blvd., L.P.
By: 4464 Sepulveda Blvd. LLC,
a California limited liability company,
its general partner
By: Community Corporation of Santa
Monica, a California nonprofit public benefit corporation, its sole member/manager
Dated: __________________ By:
Name: Tara Barauskas
Title: Executive Director
Contract No. ___________
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Exhibit A
Loan Agreement
[behind this page]
Contract No. ___________
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Exhibit B
Promissory Note
[behind this page]
Contract No. ___________
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Exhibit C
Leasehold Deed of Trust
[behind this page]
Contract No. ___________
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Exhibit D
Option and Purchase Agreement
[behind this page]
Contract No. ___________
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Exhibit E
Assignment of Contracts and Plans
[behind this page]
Contract No. ___________
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Exhibit F
Subordination Agreement
[behind this page]