HomeMy WebLinkAboutRESO7595•
RESOLUTION NO. 7595
RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO
APPROVING THE ASSIGNMENT OF ALL RIGHTS AND
OBLIGATIONS OF THE PALO ALTO HOUSING CORPORATION
UNDER ITS AGREEMENT WITH THE CITY TO FUND PRE -
DEVELOPMENT EXPENSES CONCERNING THE PROPOSED SRO
PROJECT AT 725/753 ALMA STREET, PALO ALTO TO ALMA
PLACE ASSOCIATES
WHEREAS, the Council approved an assignment of the City's
option to acquire real property at 725-753 Alma Street, Palo Alto
("Property") to the Palo Alto Housing Corporation ("PAHC"), and also
approved funds for the disbursement of pre -development expenses
associated with preliminary efforts which will lead to the
acquisition the Property; and
WHEREAS, PAHC proposes to assign to Alma Place Associates
("APA"), a California limited partnership, its rights and
obligations under the terms cf section 3.6 of the "Agreement
between the City of Palo Alto and the Palo Alto Housing Corporation
to Fund Pre -Development Expenses for a Proposed SRO Housing
Development at 725-753 Alma Street", dated January 17, 1995
("Agreement"), in connection with the development of the Property
for single room occupancy rental housing purposes; and
WHEREAS, the City Council finds that it is reasonably
necessary for PAHC to assign its rights and obligations under the
Agreement to APA, which will assume all rights and obligations of
PAHC under the Agreement;
NOW, THEREFORE, the Council of the City of Palo Alto does
hereby RESOLVE as follows:
SECTION 1. The City Council hereby approves, and
authorizes the Mayor to execute, the Assignment and Assumption
Agreement ("Assignment Agreement"), attached hereto, wherein the
Palo Alto Housing Corporation assigns all of its rights and
obligations under the Agreement referred to above to Alma Place
Associates, a California limited partnership, and Alma Place
Associates expressly assumes the rights and obligations of the Palo
Alto Housing Corporation arising under the Agreement.
SECTION 2. The City Council finds and determines that
the approval of the Assignment Agreement does not constitute a
project for purposes of the California Environmental Quality Act,
and, therefore, no environmental assessment is required.
INTRODUCED AND PASSED: June 10, 1996
AYES: ANDERSEN, FAZZINO, HUBER, KNISS, MCCOWN, ROSENBAUM, SCHNEIDER, SIMITIAN,
WHEELER
NOES:
ABSENT:
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960604 rya 0070996
ABSTENTIONS:
ATTEST:
City " erk
APPRO D AS • F• */
Sen Asst. y Attorney
APPROVED:
Mayo
Ass ta t
nager
?r'
Director of Planning &
CommuZty Environment
LAL-44,4
Dept Ci y anage t,
Administrative Services
2
960604 syn 0070996
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Agreement") is entered into as of
this
day of'Sll t , 1996, by and between Palo Alto Housing Corporation, a
California nonprofit public benefit corporation ("Assignor"), Alma Place Associates, a
California Limited Partnership ("Assignee") and the City of Palo Alto, a chartered city existing
under the constitution and laws of the State of California (the "City") with reference to the
following facts:
A. The City and Assignor entered into an Agreement to Fund Pre -Development
Expenses dated January 17, 1995 (the "Loan Agreement") pursuant to which the City agreed
to loan Assignor not more than Two Hundred Ninety -Five Thousand Dollars ($295,000) to be
used in connection with Assignor's development of a single room occupancy rental housing
project (the "Project").
B. Assignor now wishes to assign its rights and obligations under the Loan
Agreement to Assignee, and Assignee wishes to assume Assignor's rights and obligations under
the Loan Agreement.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises of the
parties hereto and for other good and valuable consideration the receipt and sufficiency of
whichare hereby acknowledged, the parties mutually agree as follows:
1. Assignment by Assignor. Assignor hereby assigns to the Assignee all of its
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1
rights and obligations under the Loan Agreement.
2. Acceptance of Assignment. Assignee hereby accepts the above assignment and
hereby assumes, agrees and undertakes to perform all of the obligations, covenants and
agreements of Assignor under the Loan Agreement. Any reference to Assignor in the Loan
Agreement described above shall be deemed a reference to the Assignee.
3. Release of Assignor. Assignee hereby releases Assignor from all of its
obligations, covenants and agreeme►us imposed under the Loan Agreement.
4. Representations. Assignor hereby represents and warrants that it has not
previously assigned, pledged, hypothecated or otherwise transferred any of its rights or
obligations under the Loan Agreement.
5. Reimbursement. The City shall reimburse Assignor for any amounts advanced
by Assignor for the Project through the date of this Agreement to the extent the aggregate
amount of draws by Assignor does not exceed $295,000.
6. Effective Date. The assignment set forth above shall be effective as of the date
of this Agreement.
7. Consent of City. The City hereby consents to the assignment of Assignor's
rights and obligations under the city Loan Agreement to the Assignee. The consent of the City
shall be binding upon the City upon its execution of this Agreement and upon the adoption of
a resolution of the Council of the City which approves this Agreement.
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2
• •
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
CITY:
City of Palo Alto
By:
Its:
Attest:
City Clerk
ASSIGNOR:
Palo Alto Housing Corporation, a California
nonprofit public ob it corporation
ir
Its:
ASSIGNEE:
Alma Place Associates, a California
Approved as to form: Limited Partnership
Senior Assistant City Attorney
Approved:
Assistant City Manager
Deputy City Manager for
Administrative Services
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3
By: PAHC Alma Place, Inc., a California
nonprofit public benefit corporation,
its -general partner
By:
Its:
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