Loading...
HomeMy WebLinkAboutResolution - 5058 - Agreement - LHFC - University Pines Bridge Loan, RTC - 12_14_1995Resolution No. 5058 December 14, 1995 Item #22 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LU13BOCK: THAT the City Council approve the assumption of the University Pines loan by the Lubbock Housing Finance Corporation and authorize the Mayor to sign an agreement between the City of Lubbock and. the Lubbock Housing Finance Corporation setting out the conditions of the assumption; or that the City Council request that the Resolution Trust Corporation (RTC) convert the City's existing Bridge Loan on the University Pines property to long term permanent RTC financing and to approve the creation of a "Sinking Fund" as provided by State Law. Passed by the City Council this 14th ATTEST: Betty . Johnso , City Secretary APPROVED AS TO CONTENT: L I Doug Good an, Managing Director Health and Community Services APPROVED AS TO FORM: Linda L. Chamales, Assistant City Attorney L LC: dplcc do csls ink. re s December 14, 1995 Resolution No. 5058 December 14, 1995 Item #22 ,ASSUMPTION AGREEMENT BETWEEN THE CITY OF LUBBOCK AND LUBBOCK HOUSING FINANCE CORPORATION STATE OF TEXAS § CITY OF LUBBOCK § This Agreement entered into this 14th day of December,1995, by and between the CITY OF LUBBOCK therein called "City") and Lubbock Housing Finance Corporation (herein called "Assumptor"). WHEREAS, City owns the University Pines Properties located at 9405-9413 Boston Avenue in Lubbock County, City of Lubbock, Texas; and WHEREAS, City acquired said property with the intent and purpose of providing affordable rental housing as prescribed in the HOME Investment Partnership Grant Program and for the purpose of providing "Match" for said grant; and WHEREAS, at its City Council meeting of December 14,1995, the City Council of the City of Lubbock approved the assumption of the loan on the University Pines by the Lubbock Housing Finance Corporation; NOW THEREFORE, it is agreed between the parties hereto that: 1. The University Pines will continue to be used as Match by the City of Lubbock under its HOME Investment Partnership Grant Program. 2. The Lubbock Housing Finance Corporation shall comply with the HOME rent affordability regulations. 3. The period of compliance with HOME rents shall be ten years. 4. The City shall pay all closing costs, as well as all costs related to the Conversion of the Loan and Assumption of the Loan. 5. The City of Lubbock and HUD retain the right to inspect the property and to monitor compliance with the HOME rents during the period of compliance. 6. The property must be maintained in a decent, safe and sanitary condition during the period of compliance and must meet the City of Lubbock Minimum Housing Standards. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. LUBBOCK HOUSING FINANCE CORP. C DAVID R. LANGSTON, M�AOR WESLEY HALLMARK, PRESIDENT ATTEST: s4r Betty' John on, City Secretary APPROVED AS TO CONTENT: Doug Goa an, Managing Director for Health Community Services APPROVED AS TO FORM: Linda L. Chamales Assistant City Attorney CPAgreements Disk UP Agr Assumption Agreement/LHFC Page 2 PURCHASE AND SALE AGREEMENT BETWEEN THE CITY OF LUBBOCK AND LUBBOCK HOUSING FINANCE CORPORATION STATE OF TEXAS CITY OF LUBBOCK This Agreement entered into this I st day of February, 1996, by and between the CITY OF LUBBOCK (herein called "City") and LUBBOCK HOUSING FINANCE CORPORATION (herein called "LHFC")_ WHEREAS, the City and LHFC share as a common goal the public purpose of providing decent housing at affordable prices for low-income and moderate -income residents of the City of Lubbock; and WHEREAS, the City owns the University Pines Duplexes located at 9405-9411 and 9413 Boston Avenue in Lubbock County, City of Lubbock, Texas; and WHEREAS, City acquired said property with the intent and purpose of providing affordable rental housing as prescribed in the HOME Investment Partnership Grant Program and for the purpose of providing "Match" for said grant; and WHEREAS, LHFC desires to purchase said property for the purpose of providing low income families with decent, safe, affordable rental housing; and WHEREAS, City is authorized under Texas Local Government Code Section 272.001(g) to convey interest in land to an entity for the development of low-income or moderate income housing; and WHEREAS, LHFC is an entity for the development of low-income or moderate income housing created under Chapter 394 of the Texas Local Government Code; and WHEREAS, at its City Council meeting of December 14, 1995, the City Council of the City of Lubbock approved the transfer of the University Pines Duplexes to the Lubbock Housing Finance Corporation; and WHEREAS, LHFC's Board approved the purchase of the University Pines Duplexes January 3, 1996; RECEIVED APR 3 a 1996 C1TY SECRETARY LU880CK. TFY.AP, NOW THEREFORE, it is agreed between the parties hereto that: ARTICLE I. PURCHASE and SALE Property Defined 1.01. In consideration of the mutual promises and undertakings hereinafter set forth to be kept and performed by the parties, City agrees to sell and convey to LHFC and LHFC agrees to purchase form City, under the terms and conditions set forth in this Agreement, all right, title and interest of City in and to the following: (1) The real property located at 9405, 9406, 9407, 9408, 9409, 9410, 9411, and 9413 Boston Avenue, Lubbock Texas, known as the University Pines Duplexes, and being more particularly described as: LOTS 488, 489, 490, 491, 492, 493, 494, and 495, University Pines, an Addition to the City of Lubbock, Lubbock County, Texas, according to the Map, Plat and/or Dedication Deed thereof recorded in Volume 1710, Page 150 of the Deed Records of Lubbock County, Texas; and any improvements situated on such real property, together with any and all easements, covenants and other rights appurtenant to such real property (collectively, "Real Property"); (2) All furniture, furnishings, fixtures, equipment supplies and other tangible personal property presently affixed to and/or located at the Real Property which is owned or otherwise lawfully possessed by Seller and used in connection with Seller's management, operation or repair of the Real Property, or replacements of those items permitted under this Agreement (collectively, "Personal Property"); and (3) The escrow account for this property held by Seasons Mortgage Group, Inc. for City in the Amount of $13,388.00 for Replacement Reserves and Capital Improvements (collectively, "Escrow Account"); and (4) The following intangibles to the extent they are transferable by City (collectively, "Intangible Property"): (a) any and all Leases and Contracts in effect on the Closing Date, (b) any and all refundable tenant security deposits (and required interest thereon, if any) in Seller's possession with respect to the Leases and Contracts as of the Closing Date. (c) any and all licenses, pennits, authorizations, certificates of occupancy and other approvals that are in effect as of the Closing Date and necessary for the current use and operation of the Property (collectively, "Permits"), (d) any and all warranties, telephone exchange numbers, architectural or engineering plans and specifications, and development rights that exist as of the Closing Date and relate to the Real Property or the Personal Property, and (e) any and all rights to the name of the improvements upon the Real Property. Purchase & Sale Agreement LHFC - Page 2 1.02. The term "Property" means the aggregate of the Real Property, the Personal Property, the Escrow Account, and the Intangible Property. 1.03. LHFC shall be solely responsible for obtaining, at its expense, any of the Permits which are not transferable from City to LHFC pursuant to Section 1.01 (3)(c) above. ARTICLE II. PURCHASE PRICE Amount of Purchase Price 2.01. The purchase price for the Property shall be TWO HUNDRED NINETY-SIX THOUSAND SEVEN HUNDRED SEVENTY-SEVEN AND N01100 DOLLARS ($296,777.00). 2.02. The purchase price of the Property shall be paid by LHFC to City in the following manner: The sum of $296,777.00 on execution of this Agreement by a certified check payable to Service Title Company to be applied in total payment of the balance owed by City to Resolution Trust Corporation as receiver for Caprock Federal Savings and Loan Association on a promissory note pursuant to the bridge loan convertible financing agreement that is secured by a Purchase Money Deed of Trust Agreement of Rents and Security Agreement on the Property executed January 6, 1994, in favor of Edward C. Johnson, trustee for the Resolution Trust Corporation as named beneficiary recorded in property records of Lubbock County at Volume 4455 Page 123. ARTICLE III. WARRANTIES AND AGREEMENTS BY CITY City's Disclaimer of Warranties and Representations 3.01 City has not made, does not make and hereby negates and disclaims any representations and warranties, either express or implied, either under common law, statute or otherwise, as to the physical condition, layout, footage, acreage, expenses, operation or any other matter affecting or related to the Property in this agreement, except as specifically set forth or referred to herein; provided, however, that nothing in this Section 3.01 shall diminish any liability or obligation City may have under the provisions of Section 3.07 below. To the maximum extent permitted by law the Property is conveyed "AS IS", "WHERE IS" and "WITH ALL FAULTS", and City expressly disclaims any and all representations, warranties or guarantees, of any kind, oral or written, express or implied, concerning the Property including without limitation- (1) The value, condition, merchantability, habitability, marketability, profitability, suitability or fitness for a particular use or purpose, of the Property; (2) The manner or quality of the construction or materials incorporated into the Property; (3) The manner, quality, state of repair or lack of repair of the Property; Purchase & sale Agreement LHFC - Page 3 (4) Compliance with any environmental protection, pollution, or land use laws, rules, regulations, orders or requirements, including but not limited to those pertaining to the handling, generating, treating, storing or disposing of any hazardous waste or substance. (5) Compliance with any laws, rules, regulations, orders or requirements promulgated under the Americans with Disabilities Act. City's Warranty as to Leases 3.02. City hereby warrants that attached hereto marked Exhibit "1", and incorporated herein by reference, is a certified rent roll listing all leases, tenancies, and rental agreements presently encumber the Property, and that: (1) No person, firm or corporation has any title, interest or right to possession of the Property or any portion thereof as a lessee, or tenant except as shown on Exhibit "1" hereto attached. (2) All leases, tenancies, and rental agreements, shown in Exhibit "1" are now in full force and effect; City is not in default in the performance of any such agreement; and no tenant or lessee is entitled to any rebate or other benefit except as set forth in the leases and agreement referred to in said Exhibit "1 ". (3) The rentals and other sums due or to become due under the leases and agreements referred to in Exhibit "1" have not been assigned or encumbered by City. (4) Currently in compliance with the Land Use Restriction Agreement and the HOME rent affordability regulations (Exhibits "5" and "b") referred to in Article 1V , Section 4.02 (1) and (2)_ Warranty as to Title 3.03. City makes no representation or warranty whatsoever, express or implied as to the completeness, content or accuracy of the Title Evidence. (1) "Title Evidence" means a preliminary title report, title commitment, title abstract or similar document. (2) Title to the property is to be conveyed to LHFC subject only to Permitted Encumbrances. "Permitted Encumbrances" means any and all matters of public record as of the effective date of the closing; matters that would be revealed by a physical inspection of the Property as of the effective date of the closing; rights of way and easements that do not materially interfere with the existing use of the property; zoning and other governmental restrictions; matters common to any plat of subdivision in which the Property is located; taxes assessments and other Purchase & Sale Agreement LHFC - Page 4 public charges not due as of the closing date; matters that are non -material deficiencies; and leases and contracts and other matters disclosed in this Agreement. Warranty as to Insurance 3.04. City hereby warrants that attached hereto marked Exhibit "2" and incorporated herein by reference is a complete list of all insurance policies now insuring the Property showing (1) the number of each policy, (2) the name of the insurance company that issued each policy, (3) the term and expiration date of each policy (4) the premiums on each policy, and (5) the general nature and type of each policy. The policies listed in Exhibit "2" are in full force and effect having been prepaid or which will be paid by City for a period of at least twelve (12) months beginning on the date of closing. LHFC agrees to obtain quotes on policies to replace Travelers Insurance Policy 4KTLC-218T987-0-95, and at City's option this policy may be replaced with a policy of equivalent coverage. If at any time during the period of compliance described in 4.02(2) while the property is pledged for match under the HOME Investment Partnership Grant, LHFC is unable to obtain casualty and liability insurance at a reasonable cost, the City agrees to include the Property under City's self insurance policy at a reasonable cost. Warranty as to Service and Other Contracts 3.05. City hereby warrants that attached hereto marked Exhibit "3", and incorporated herein by reference, is a true and complete list of all service and other agreements pertaining to the Property on which Seller is obligated, showing (1) the names of the parties to each agreement, (2) the service rendered or to be rendered under each agreement; (3) the compensation payable by City under each agreement, and (4) the term and expiration date of each agreement. Agreement to Inventory Personal Property 3.06. City agrees to prepare and deposit with Service Title Company a true and complete inventory of all personal property owned by Seller and used in connection with the operation of real property described in this Agreement. Indemnity Agreement 3.07. City agrees to indemnify and hold LHFC and the Property free and harmless of any liability arising because of a breach of lease, breach of contract, or other matter related to the Property that occurred or existed or is alleged to have occurred or existed prior to closing. In addition, City agrees to indemnify and hold harmless LHFC from and against all claims, damages, or expenses arising out of the use of this property which are incurred by LHFC as a result of any noncompliance with HOME regulations or the Land Use Restriction Agreement while City had possession of the Property. City also agrees to indemnify and hold LHFC harmless for any liability arising because of any failure to comply with any environmental protection, pollution, or land use laws, rules, Purchase & Sale Agreement LHFC - Page 5 regulations orders or requirements including but not limited to those pertaining to the handling, generating, treating, storing, or disposing of any hazardous waste or substance which occurred or is alleged to have occurred between March 2, 1993, the date of the most recent Environmental Site Assessment, and the date of closing, February 1, 1996. A copy of the Environmental Site Assessment is attached as Exhibit "4" and incorporated herein by reference. ARTICLE IV. WARRANTIES AND AGREEMENTS BY LI-IFC Assumption of Leases and Contracts 4.01. On performance of the conditions specified in Article V of this agreement and the closing as therein contemplated, LHFC agrees to accept, assume, and perform all the terms and conditions of the leases now encumbering the Property and the service and other contracts listed in the Exhibits hereto that were to be kept or performed by City. Land Use Restrictions 4.02. In purchasing the property described in Article 1, Section 1.01 (1) and known as University Pines Duplexes, a sixteen unit rental housing project, LHFC acknowledges that the property constitutes an "eligible multifamily housing property as defined in Section 21A(c)(9)(D) of the Federal Home Loan Bank Act (12 U.S.C. § 144 1 a(c)(9)(D)), as amended, and that the City has pledged said property as match under the HOME Investment Partnership Grant Program (42 U.S.C. § 12701 et. seq.) and LHFC therefore agrees to the following land use restrictions: (1) LHFC agrees to comply with all terms of the Land Use Restriction Agreement between Resolution Trust Corporation, as Receiver for Caprock Federal Savings and Loan Association and the City of Lubbock, Texas, dated January 5, 1994, and recorded in the Real Property Records of Lubbock County, Texas at Volume 4455, Pages 94-115. A copy of said agreement is attached hereto as Exhibit "5" and incorporated herein as if fully set forth. The period of compliance with the Land Use Restriction Agreement shall be up to forty (40) years or as stated in said Agreement. LHFC acknowledges that the total number of rental units Iocated within the Property is 16; that the aggregate number of those units to be available for occupancy by Lower -Income Families as Qualifying Units including by Very Low -Income Families is six (38%); and that the number of those units to be available for occupancy by Very Low Income Families as Qualifying Units is four (25%) under the Land Use Restriction Agreement. (2) LHFC agrees to continue to pledge the University Pines Duplexes as match for the City of Lubbock under the HOME Investment Partnership Grant Program and to comply with the provisions of the HOME rent affordability regulations as they currently exist or may be amended ( 24 C.F.R. Part 92). A copy of the current regulations is attached hereto as Exhibit "6" and incorporated herein as if fully set forth. The period of compliance with HOME rents for this Property shall be as stated in the regulations. Exhibit "7", listing the dates and amounts is also attached hereto and incorporated herein by reference. (3) LHFC agrees to maintain the property in a decent safe and sanitary condition during the periods of compliance and must meet the City of Lubbock Minimum Housing Standards. Purchase & Sale Agreement LHFC - Page 6 (4) LHFC agrees that the City and the Department of Housing and Urban Development (HUD) retain the right to inspect the Property and to monitor compliance with the HOME rents and RTC requirements as stated in the Land Use Restriction Agreement (Exhibit "5") during the periods of compliance. LHFC'S Representations 4.03 LHFC has been given the opportunity to inspect, examine, and investigate the Property prior to signing this agreement. LHFC agrees that it is relying solely on its own inspections, examinations and investigations in making the decision to purchase the Property. Indemnity Agreement 4.04. LHFC agrees that after the performance of the conditions specified in Article V of this Agreement and the closing as therein contemplated, LHFC will indemnify and hold City and the property of City free and harmless from any liability arising because of a breach of lease, breach of contract, or other matter related to the Property that occurred or is alleged to have occurred after the closing as herein provided. In addition, LHFC agrees to indemnify and hold harmless the City from and against all claims, damages or expenses arising out of the use of this property which are incurred by the City as a result of any noncompliance with HOME regulations or the Land Use Restriction Agreement while LHFC has possession of the property, provided that this Section 4.04 shall not apply to any noncompliance with the Land Use Restriction Agreement or the HOME regulations which results from occupancy of tenants who are leasing the property on the date of closing. ARTICLE V. CLOSING Establishment of Closing 5.01. Closing shall be held at the office of Service Title Company at 1502 Texas Avenue, Lubbock, Texas, 79401, February 1, 1996. Conditions of Closing 5.02. The closing and LHFC's obligations under this Agreement to purchase the Property are expressly conditioned on: (1) The conveyance to LHFC of good and marketable title to the Property, as evidenced by a standard form title insurance policy issued by Service Title Company in the full amount of the purchase price herein agreed to be paid by LHFC for the Property, subject only to existing Ieases and other contracts as described in the Exhibits to Article III of this Agreement. (2) Delivery to LHFC of all leases and amendments thereto encumbering the property as well as all written service and other agreements pertaining to the Property. Purchase & Sale Agreement LHFC - Page 7 (3) Delivery to LHFC of a certified rent roll . (4) Delivery to LHFC at closing a written assignment to LHFC assigning to LHFC all City's rights, title and interests in the leases encumbering the Property. (5) Delivery to LHFC a bill of sale duly executed by City conveying to LHFC title to all personal property used in connection with the management of the hercin described real property as listed on the inventory taken jointly by Purchaser and Seller and deposited in the escrow account. (6) Delivery of possession of the Property to LHFC effective February 1, 1996. Prorations 5.03. There shall be prorated between City and LHFC at settlement on the basis of thirty day months: (1) All rentals accruing under the leases encumbering the property for the rental period immediately preceding the rental period in which possession of the Property is transferred. (2) Charges accruing for the period in which closing occurs on service and other contracts listed on Exhibit "3" attached hereto. Expenses at Closing 5.04. The expenses of closing described in this Article shall be paid in the following manner: City shall pay all closing costs, and costs related to the transfer of the property to LHFC, including attorney fees. ARTICLE VI. MISCELLANEOUS Time of the Essence 6.01. Time is of the essence with respect to each provision of this Agreement. Notices 6.02. Any and all notices or other communications required or permitted by this Agreement or by law to be served on or given to either party, LHFC or City, by the other party or by Service Title Company shall be in writing and shall be deemed duly served and given when personally delivered to any of the parties, LHFC or City, to whom it is directed, or in lieu of such personal service when deposited in the United States mail, first-class postage prepaid, addressed to LHFC at Lubbock Housing Finance Corporation, c/o Shari D. Flynn, Executive Director, 1901 University Avenue, Suite 401-13, Lubbock, Texas 79410, or to City at the following address, City of Lubbock, c/o Doug Goodman, Managing Director for Health and Community Services, P.O. Box 2000, Lubbock, Texas 79457. Purchase & sale Agreement LHFC - Page 8 Right to Waive Conditions 6.03. Either party may waive any of the provisions of this Agreement made for such party's benefit, provided that such waiver is in writing and signed by the waiving party. Partial Invalidity 6.04. If any provision of this Agreement, or the application thereof to any person or circumstance, shall be invalid or unenforceable at any time or to any extent, then the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby. Each provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. Entire Agreement 6.05. This Agreement contains the entire agreement between the parties with respect to the Property. There are no promises, agreements, conditions, undertakings, understandings, warranties, covenants or representations, oral or written, express or implied, between them with respect to the Property, this Agreement, or the transaction described in this Agreement, except as set forth in this Agreement. Modifications 6.06. This Agreement may not be modified orally or in any manner, except by an agreement in writing signed by City and LHFC. Further Assurances 6.07. In addition to the obligations required to be performed under this Agreement by City and LHFC , City and LHFC shall perform, at Closing or from time to time thereafter, such other acts and shall execute, acknowledge and/or deliver such other instruments, documents and other materials as may be reasonably required in order to consummate the transaction described in this Agreement. Headings 6.08. The headings used in this Agreement are for reference and convenience only, and shall not enter into the interpretation of this Agreement. Attorney Fees 6.09. Whenever in this Agreement provision is made for the payment of attorneys' fees, such provision shall mean reasonable attorneys' fees. Purchase & Sale Agreement LHFC - Page 9 Plurality and Gender 6.10. When ever in this Agreement the singular number is used, the same shall include the plural and the masculine gender shall include the feminine and neuter genders, and vice versa, as the context shall require. Exhibits 6.11. All Exhibits to this Agreement shall be treated as incorporated herein by reference and made a material part hereof Rule of Construction 6.12. City and LHFC have each read and fully understand the terms of this Agreement, and each has had the opportunity to have this Agreement reviewed by its own counsel. The rule of construction providing that ambiguities in an agreement shall be construed against the party drafting the same shall not apply. Governing Law 6.13. All questions with respect to the construction of this Agreement and the rights and liabilities of the parties under this Agreement shall be determined in accordance with the laws of the state of Texas, except to the extent that such laws are superseded by federal law. WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written DAVID R. LANGSTON, MAYOR APPROVED AS TO FORM: Linda L. Chamales Assistant City Attorney -ARPROVED AS TO CO TENT: a Doug Goo anaging Director for Health and unity Services OCK HOUSING FINANCE CORP. r ` 4lLfll�cP/ . aggie Tr4o,vPresident APPROVED AS TO FORM Attorney for Lubbock Housing Finance Corp. Purchase & Sale Agreement LHFC - Page 10 ACKNOWLEDGMENTS This instrument was acknowledged before me on this L- t�7 day of February, 1996, by David R. Langston, Mayor of the City of Lubbock, a Body Politic on behalf of the City of Lubbock. Ur 'ANN PATE :4"nn"'Expires: Public, State of Texas •,+.• missioD Expires 4-13-98 40 J I `-' Notary Public in and for the State of Texas 41d { / Aq TL-- Printed/Typed Name of Notary This instrument was acknowledged before me on this t� day of February, 1995, by Maggie Trejo, acting in her capacity as President and on behalf of Lubbock Housing Finance Corporation. My Commission DEN15E ROCHA ti, MRy'c,5taie of Texas MY Comm. Expires Feh.1, 2fl40 dp: c&a# 61ps^lhfc. doc January 31, 1996 Notary Public in and for the State of Texas Printed/ Typed Name of Notary Purchase & Sale Agreement LHFC - Page 11 ASSIGNMENT AND AS,$LMPTION AGREEMENT THIS Assignment and Assumption Agreement, dated February 1 , 19 96, by and between THE CITY OF LUBBOCK, TEXAS ("Assignor"), and LUBBOCK HOUSING FINANCE CORPORATION ("Assignee"). WHEREAS, Assignor and Assignee entered into that certain Purchase and Sale Agreement ("Agreement") dated February 1 , 19 96 for the sale and purchase of certain "Property", consisting of certain "Real Property", which is more particularly described as: Lots four hundred eighty-eight (488) through four -hundred ninety five (495), both inclusive, University Pines, an Addition to the City of Lubbock, Lubbock, County, Texas according to the map or plat thereof, recorded in Volume 1710, Page 150, Deed Records, Lubbock County, Texas. "Personal Property", and "Intangible Property" (as more particularly described in this Assignment and Assumption Agreement), as said terms are defined in the Agreement; WHEREAS, Assignor desires to assign, transfer, set over and deliver to Assignee all of Assignor's right, title and interest in and to the Intangible Property as hereinafter provided; and WHEREAS, Assignee desires to assume the duties and obligations of Assignor with respect to the Intangible Property. NOW THEREFORE, in accordance with the Agreement and in consideration of the sum of TEN DOLLARS AND NOII00 DOLLARS ($10.00), the sufficiency and receipt of which are hereby acknowledged, the parties do hereby convenant and agree as follows and take the following actions: Assignor does hereby assign, transfer, set over and deliver unto Assignee all of the Assignor's right, title and interest in and to the following property to the extent the same is transferable by Assignor (collectively, "Intangible Property"): (a) any all leases, tenancies, licenses and other rights of occupancy or use of or for any portion of the Real Property or the Personal Property (including all amendments renewals and extensions thereof), in effect as of the date of this Assignment and Assumption Agreement (collectively, "Leases"); (b) any and all contracts and agreements of any kind for the managemcnt, repair or operation of the Property (other than Leases) in effect as of the date of this Assignment and Assumption Agreement (collectively, "Contracts"), (c) any and all refundable tenant security deposits (and required interest thereon, if any) in Assignor's possession with respect to said Leases and Contracts as of the date of this Assignment and Assumption Agreement (collectively, "Deposits"); (d) any and all licenses, permits, authorizations, certificates of occupancy and other approvals that are in effect as of the date of this Assignment and Assumption Agreement and necessary of the current use and operation of the Property (collectively, "Permits"); (e) any and all warranties, telephone exchange numbers, architectural or engineering plans and specifications, and development rights that exist as of the date of this Assignment and Assumption Agreement and relate to the Real Property or the Personal Property (collectively, "General Intangibles"); (f) any and all rights to the name of the improvements upon the Real Property ("Name"); and (g) any and all utility deposits held on behalf of Seller by utility companies with respect to the Property (collectively, "Utility Deposits"). The "Intangible Property" includes the Leases, Contracts, Deposits, Permits, General Intangibles, Name, and Utility Deposits listed on Exhibit No. 2. The Intangible Property is being assigned "AS IS, "WHERE IS", and "WITH ALL FAULTS" as of the date of this Assignment and Assumption Agreement, without any representation or warranty whatsoever as to its condition, fitness for any particular purpose, mechantablility or any other warranty, express or implied. Assignee is hereby acquiring the intangible property based solely upon Assignee's own independent investigations and inspections of that property and not in reliance on any information provided by Assignor or Assignor's agents or contractors. Assignor specifically disclaims any warranty, guaranty, or representation, oral or written, past or present, express or implied, concerning the intangible property or Assignor's title thereto. Assignment & Assumption Agreement LHFC - Page 2 Assignee hereby accepts the foregoing assignment of the Intangible Property and hereby assumes all duties and obligations of Assignor under the Leases, Contracts, Deposits, Permits and General Intangibles listed on Exhibit No. Assignee shall defend, indemnify and hold harmless Assignor from and against any and all "Claims" asserted against or incurred by Assignor as a result of any acts or omissions, after the date of this Assignment and Assumption Agreement, in connection with the Leases, Contract, Deposits, Permits and General Intangibles listed on Exhibit No. "Claims" means claims, demands, causes of action, losses, damages, liabilities, judgments, costs and expenses (including attorneys' fees, whether suit is instituted or not). 4. This Assignment and Assumption Agreement shall be (a) a binding upon, and inure to the benefit of, the parties to this Assignment and Assumption Agreement and their respective heirs, legal representatives, successors and assigns, and (b) construed in accordance with the laws of the jurisdiction in which the Property is located, without regard to the application of choice of law principles, except to the extent such laws are superseded by federal law. IN WITNESS WHEREOF, this Assignment and Assumption Agreement has been signed, delivered by the parties as of the date first above written. DAVID R. LANGSTON, MA T: M. Johnson, APPROVED AS TO Linda L. Chamales, Assistant City Attorney d p: c&ak 6 %aaa-1 h fc. d oc January 23, 1996 LUBBOCK HOUSING FINANCE CORPORATION l�z � Maggie Tr resident APPROVED AS TO FORM: Attorney for Lubbock Housing Finance Corporation Assignment & Assumption Agreement LHFC - Page 3