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Recorded at the Request of
and When Recorded Return to:
City of Fresno
City Clerk’s Office
2600 Fresno Street, Room 2133
Fresno, CA 93721-3603
(SPACE ABOVE THIS LINE FOR RECORDER’S USE ONLY)
CITY OF FRESNO
By:
Georgeanne A. White
City Manager
CITY OF FRESNO
ASSIGNMENT AND ASSUMPTION OF
HOME INVESTMENT PARTNERSHIPS LOAN DOCUMENTS
by
OPS Villas, LP
a California limited partnership
to
Fresno Oak Park Seniors, LP, a California limited partnership regarding
Oak Park Senior Villas Apartments
2597 S. Richelle Avenue, Fresno, CA 93725
APN: 481-390-43
ASSIGNMENT AND ASSUMPTION AGREEMENT
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This Assignment and Assumption Agreem ent (Agreement) of the HOME Investment Partnerships (HOME) Program Agreement and Related Documents is entered into on this ____day of _____, 2026, by and between the City of Fresno, a municipal corporation, acting through its Planning and Development Depa rtment, Housing and Community Development Division (CITY), and OPS Villas, LP, a Cali fornia limited partnership (ASSIGNOR) and Fresno Oak Park Seniors, LP, a California limi ted partnership, an affiliate of Housing Authority of the City of Fresno, California a body corporate and politic (“HACF”), (ASSIGNEE)
RECITALS
The CITY, ASSIGNOR and ASSIGNEE entered into this Agreement for the Assignment of the ASSIGNOR’s (i) existing HOME Program Agreement dated April 3, 2007, and recorded on April 5, 2007, as instrument number 2007-0069127 in the official records of the Fresno County Recorder’s Office (Exhibit “A”), (ii) existing Amendment No. 1 to HOME Agreement dated December 5, 2007, and recorded on December 26, 2007, as instrument number 2007-0226448 in the official records of the Fresno County Recorder’s Office (Exhibit “B”), (iii) Declaration of Restrictions dated April 3, 2007, and recorded on May 24, 2007, as instrument number 2007- 0102411 in the official records of the Fresno County Recorder’s Office (Exhibit “C”), (iv) Deed of Trust with Assignment of Rents dated April 3, 2007, and recorded on May 24, 2007, as instrument number 2007-0102413 in the official records of the Fresno County Recorder’s Office ( Exhibit “D”), (v) Amended Declaration of Restrictions dated December 5, 2007, and recoded on January 15, 2008, as instrument number 2008- 0005042 in the offici al records of the Fresno County Recorder’s Office (Exhibit “E”), (vi) Promissory Note dated December 5, 2007, in the amount of $700,000 ( Exhibit “F”), (vii) Amended/Restated Promissory Note dated December 5, 2007, in the amount of $4,185,000 (Exhibit “G”) (collectively the HOME Loan Documents) to be assigned to and assumed by the ASSIGNEE for the purpose of acquiring the Oak Park Senior Villas Apartments property.
The ASSIGNOR has requested an assign ment of the HOME Loan Documents, and the ASSIGNEE has requested an assumption of the HOME Loan Documents.
The parties therefore agree as follows:
OPS Villas, LP, a California limited partnership, shall grant by deed to the ASSIGNEE all its rights, title and interest in the property located at 2597 S. Richelle Avenue, Fresno, CA 93725 (APN: 481-390-43) (the “Property”). Said deed shall be recorded concurrently with this fully executed Agreement,
1. The ASSIGNOR hereby assigns and tran sfers to the ASSIGNEE and ASSIGNEE accepts all rights, title, interest and obligations of and to the HOME Loan Documents.
ASSIGNOR and ASSIGNEE, without waiver or limitation, agree to take any and all actions required to bind ASSIGNEE to the Agreement, as requested by the CITY and such is a condition precedent to this Agreement and an obligation, which survives the release of the ASSIGNOR’s liability contained herein until the termination of the Agreement.
2. The ASSIGNEE shall have no greater rights than the ASSIGNOR under the Agreement.
3. The ASSIGNEE, from and after the effect ive date of this Agreement, assumes and
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agrees to perform and fulfill the terms, covenants, conditions, and obligations required to be performed and fulfilled by ASSIGNEE under the HOME Loan Documents.
4. The ASSIGNEE has requested and the CITY has agreed the HOME Loan Documents remain the same.
a. The CITY agrees to remove ASSIGNOR from repayment obligations of the Promissory Notes and agrees to transfer repayment obligations to the ASSIGNEE.
b. The CITY agrees to subordinate the HOME Loan Documents to no less than second position as may be required by senior financing.
5. Representations. The ASSIGNOR hereby re presents and warrants that it has not previously assigned, pledged, hypothecated or otherwise transferred any of its rights under the HOME Loan Documents.
6. Indemnification.
a. The ASSIGNOR agrees to indemnify , protect, hold harmless and defend the ASSIGNEE, and their respective board members, officers, and employees, from all suits, actions, claims, causes of action, costs, demands, judgements and liens arising out of the ASSIGNOR’s failure to perform any obligation under the HOME Loan Documents on or before the Effective Date of this Agreement, except as such failure may have been caused by ASSIGNEE’s willful misconduct or negligence.
b. The ASSIGNEE agrees to indemnify, protect, hold harmless and defend the ASSIGNOR, and their respective board members, officers, and employees, from all suits, actions, claims, causes of action, costs, demands, judgements and liens arising out of the ASSIGNEE’s failure to perform any obligation under the HOME Loan Documents on or after the Effective Date of this Agreement, except as such failure may have been caused by the ASSIGNOR’s willful misconduct or negligence.
7. Estoppel Provisions. Notwithstanding any thing to the contrary contained in the HOME Loan Documents, the CITY hereby acknowledges and agrees to the following:
a. The HOME Loan Documents are in full force and effect and, except to the extent amended or modified by this Agreement, have not been further amended or modified. As of the date of this Agreement, all HOME Loan proceeds have been disbursed to the ASSIGNOR.
b. Except as has been disclosed to the ASSIGNEE in writing prior to the Effective Date of this Agreement, the CITY has not given any notice of default pursuant to any of the HOME Loan Documents that have not been
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cured and to the best of the CITY’s knowledge, no event or circumstances exists which, with giving of notice or the passage of time, or both, would constitute a default under any of the HOME Loan Documents.
8. Notice. All correspondence and notices given or required to be given to the ASSIGNOR under the HOME Loan Documents, from and after the Effective Date of this Agreement, shall be provided to the ASSIGNEE and shall be addressed as follows:
ASSIGNEE: Fresno Oak Park Seniors, LP, a California limited partnership c/oHousing Authority of the City of Fresno
Attn.: Secretary/Director
1331 Fulton Street
Fresno, CA 93721
9. Successor and Assigns. This Agreement applies to, inures to the benefit of, and binds all parties hereto and their respective successor and assigns.
10. Counterparts. This Agreement may be exec uted in counterparts, all of which, when taken together, shall be deemed an original upon execution.
11. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California.
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[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the authorized agen ts of the parties hereto have executed this Assignment and Assumption Agreement in Fresno, California, the day, and year first above written.
CITY OF FRESNO
a California municipal corporation
By:
Name: Georgeanne A. White
Title: City Manager
Date:
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
By:
Name: Brent Richardson
Title: Senior Deputy City Attorney
ATTEST:
AMY K. ALLER
City Clerk
By:
Name:
Title:
OPS VILLAS, LP
a California Limited Partnership
By: _____________________________
Name: Michael J. Conway, Jr.
Title: Member
Date; ____________________________
Central Valley Coalition for Affordable
Housing, a California nonprofit public
benefit corporation, its Managing General
Partner
By: _______________________________
Name: Christina Alley
Title: Chief Executive Officer
Date: _____________________________
FRESNO OAK PARK SENIORS, LP
a California limited partnership
By: Silvercrest, Inc.
a California nonprofit public benefit
corporation, its Managing General Partner
By: _______________________________
Name: Michael Duarte
Title: Treasurer
Date: _____________________________
By: Housing Authority of the City of Fresno,
California, a public body corporate and
politic, its Administrative General Partner
By: _______________________________
Name: Tyrone Roderick Williams
Title: CEO
(Attach notary certificate of acknowledgment)
poration, its Managing G
__________________
tic, its Administrative G
08/17/2026
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Attachments: Exhibit A – HOME Agreement
Exhibit B – Amendment No. 1 to HOME Agreement
Exhibit C – Declaration of Restrictions
Exhibit D – Deed of Trust with Assignment of Rents
Exhibit E – Amended Declaration of Restrictions
Exhibit F – Promissory Note $700,000
Exhibit G – Promissory Note $4,185,000
Exhibit “A”
HOME Agreement
Exhibit “B”
Amendment No. 1 to HOME Agreement
Exhibit “C”
Declaration of Restrictions
Exhibit “D”
Deed of Trust with Assignment of Rents
Exhibit “E”
Amended Declaration of Restrictions
Exhibit “F”
Promissory Note $900,000
Exhibit “G”
Promissory Note $4,185,000