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HomeMy WebLinkAboutAgr 1997-03-03 (Cecilia Place Homes)3-3--9 7 ASSIGNMENT AGREEMENT ASSIGNMENT OF AGREEMENTS, PLANS AND SPECIFICATIONS, AND APPROVALS ("ASSIGNMENT") FOR VALUE RECEIVED, the undersigned, Cecilia Place Homes Limited Partnership, a California limited partnership, ("Partnership"), hereby assigns and transfers to Tiburon Redevelopment Agency, a public body corporate and politic ("Agency"), all of its right, title and interest in and to: (1) All architectural, design, engineering, and construction contracts and development agreements, and any and all amendments, modification, supplements, addenda and general conditions thereto (collectively "Agreements"), heretofore or hereafter entered into by any Contractor (as defined below); (2) All plans and specifications, shop drawings, working drawings, amendments, modifications, changes, supplements, general conditions and addenda thereto (collectively "Plans and Specifications") heretofore and hereafter prepared by any Contractor (as defined below); and (3) All land use approvals, building permits, and other governmental approvals of any nature obtained for the Development (collectively, the "Land Use Approvals"). This Assignment is made pursuant to the terms of the Exclusive Negotiating Rights and Predevelopment Loan Agreement for Tiburon Highlands Housing Development dated as of March 16, 1994 entered into between Ecumenical Association for Housing and the Agency (the Predevelopment Loan Agreement") and the Second Amended and Restated Disposition, Development and Loan Agreement ("DDLA") entered into between Ecumenical Association for Housing and the Agency as of October 1, 1995 and assigned by EAH to the Partnership with the Agency's consent on November 8, 1996. Capitalized terms used but not defined in this Assignment shall have the meanings set forth in the Predevelopment Loan Agreement and the DDLA. The Property with respect to which the Agency has made the Predevelopment Loan and a Construction Loan to the Partnership under the Predevelopment Loan Agreement and DDLA is described in Attachment No. 1 attached to this Assignment. For purposes of this Assignment, the term "Contractor" means any architect, construction contractor, engineer or other person or entity entering into Agreements with EAH, or its successor the Partnership, and/or preparing Plans and Specifications for EAH or Partnership with respect to the Development. Partnership hereby irrevocably appoints Agency as its attorney-in-fact (which agency is coupled with an interest) to, upon the occurrence of default or an event which, with notice or the passage of time or both would constitute a default under and as defined in Section 4.1 of the Predevelopment Loan Agreement, demand, receive, and enforce any and all of the Partnership's rights with respect to the Plans and Specifications, Agreements and Land Use Approvals and perform any and all acts in the name of the Partnership or in the name of Agency with the same force and effect as if performed by the Partnership in the absence of this Assignment. Partnership represents and warrants to Agency that no previous assignment(s) of its rights or interest in or to the Plans and Specifications, Agreements and/or Land Use Approvals has or have been made, and Partnership agrees not to assign, sell, pledge, transfer, mortgage, or hypothecate its rights or interest therein (without written approval of the Agency Executive Director) so long as Agency holds or retains any security interest in the Property. This Assignment is made to secure: (1) payment to the Agency of all sums now or hereafter owing under the Agency Note dated as of January 27, 1997 made by Partnership to the order of the Agency, and any and all additional advances, modifications, extensions, renewals and amendments thereof ; and (2) payment and performance by Partnership of all its obligations under the Predevelopment Loan agreement and the DDLA. This Assignment shall be governed by the laws of the State of California, except to the extent that Federal laws preempt the laws of the State of California, and Partnership consents to the jurisdiction of any Federal or State Court within the State of California having proper venue for the filing and maintenance of any action arising hereunder and agrees that the prevailing party in any such action shall be entitled, in addition to any other recovery, to reasonable attorneys' fees and costs. This Assignment shall be binding upon and inure to the benefit of the heirs, legal representatives, assigns, and successors-in-interest of Partnership and Agency; provided, however, this shall not construed and is not intended to waive the restrictions on assignment, sale, transfer, mortgage, pledge, hypothecation or encumbrance by Partnership contained in the Predevelopment Loan Agreement or the DDLA. Attachment No. 1 and the Architect's/Engineer's Consent are attached hereto and incorporated herein by reference. Executed by Partnership on March 3, 1997. CECILIA PLACE HOMES LIMITED PARTNERSHIP a California Limited Partnership By: Cecili Place Homes, Inc., Creneral Partner B Y• President 03/03197 1z=5.S a 41~) //5 DbZ~ mum HiH r.ew IIAR-03-1997 Oy:55 p. 11. ARCID•ri~,c.r s ENG, ru' .QNSN.NT_ 415 QC;~ 4`ja'"T P. 04/04 The undorsigned architect and/or engineer (Collectively referred to the "Architect") hereby consents to the foregoing Assigtunent of Agreements, Plans and Specifications, and Approvals ("Assigiunent") ofwhieh this Architect's Engineer's Consent ("C,onsenr) is a part, and acknowledges that there presently exists no unpaid claims presently due to the architect except as disclosed to Agency arising out of the preparation and delivery of the Plans and Specifications to Cecilia Place Lin*od Partnership ("Partnersldp") and/or the petformancc of the Architect's obligations under the Agreements described tharoin. ArClvtoct agrees that if, at any time, Agency shall become the owner of said Property, or, pursuant to its rights under the Predevelopment Loan Agreement or the Second Amended and Restated Disposition, Development and Loan Agreement (DDLA), elects to undertake or cause the completion of construction of the Development on any of the Property, in accordance with the Plans and Specifications, and gives Architect written notice of such election; then so long as the Architect has received, receives or continues to receive the compensations called for under the A,groemeats, Agency may, at its option, uce and rely on the Plans and Specifications for the purposes for which they were prepared, and Architect will continuo to perform its obligations under the Agreements for 11ie benefit and account of Agency in the same mamicr as if performed for the benefit or account of the Partnership in the absence of this Assigiunent. Architect further agrees that, in the event of a breach by the Partnership of the Agreements, or any agreement entered into with Architect in connection with the Plans and Specifications, so long as the Partnership's interest in the Agreements and Plans and Specifications is assigned to Agency, Architect will give written notice to Agency at the address shown below of such breach. Agency shall have thirty (30) days from the- receipt of such written notice of default to remedy or cure said default; pLovL, d However, noNng heroin shall require Agency to cure said default or to undertake completion of construction of the Improvements. Architect warrants and represents that lie-has no knowledge of any prior assignment(s) of any interest in either the Plans and Specifications and/or the Agreements. Except as otherwise defined heroin, the terms used herein shall have the meanings given them in the Assignment or the Predevelopment Loan Agreement and Second Amendcd and Restated Disposition, Development and Loan Agreement, as applicable. Executed this ~ of March, 1997. Address of Agency: Tiburon Rcdcvelopment Agency 1155 Tiburon Boulevard Tiburon, CA 94920 Attention; ; xecutive Director By: Richard I.Olmsted, Architect 77 Water Stroot San Francisco, CA 94133 i OTrL P . 04 MAR-03-1997 11 20 4157755625 95% P . 04