First Amendment To Agreement For Disposition Of Real Property Between Town Of Los Gatos And Villa Vasona, LTDRECORDING REQUESTED BY:
TOWN OF LOS GATOS
WHEN RECORDED MAIL TO:
=Y
Town Clerk
Town of Los Gatos
P.O. Box 949
Los Gatos, California 95030
NO FEE - Gov. Code Sec. 6103
T., C_i: wK
AG R:
IHH:.
REC: 3 1- 07
10L72613
FILED FOR RECORD
AT REQUEST OF
- .,
_ Jaiu,
j
SEP 29 12 43 Pit '89
OFFICIAL RECORDS
SANTA CLARA COUNTY
LAURIE KANE
RECORDER
L 114 PAGE 198
BETWEEN TOWN OF LOS GATOS AND VILLA VASONA LTD
DATED SEPTEMBER 28 1983
By this agreement, made and entered into this 5th day of September , 1989,
the Town of Los Gatos ( "Town ") and Villa Vasona, Ltd. ('Developer ") hereby amend
their Agreement for Disnnshinn of PrnnPrty DntPrl CantPmhAr )Q toQi
1. Section B.3. is amended to add: It is agreed that pursuant to Section B.1., B.2.
and B.3., the amount due from Developer to the Town as of the date of this
Second Amendment is as follows:
Computation of amount due -
50% of syndication proceeds - B.3.a. $318,000.00
74% syndicated (50% x $636,000)
Unsyndicated portion - B.3.b.
26% x 10% x $4,116,000
107,016.0
Sub -total
425.016.00
Syndicated interest owed
49,384.76
Unsyndicated interest owed
39,125.85
Total amount due
513.526.61
Payments made to date -
Close of escrow (Sept., 1983)
50,000.00
Payment at Final Closing (April, 1985)
- syndicated (74 %)
23,000.00
- unsyndicated (1 %)
4,116.00
Payment (December 22, 1988)
50.000.00
Total payments received 127,116.00
Net amount owed 386.410.61
Interest payment due September 1, 1989 49,384.76
Net loan amount 337.025.85
1114PAGE I J �
The net amount owing September 1, 1989 of $337,025.85 shall be paid in annual
payments of $33,346.74 commencing September 1, 1989. Although Developer
anticipates the payments to be funded from Villa Vasona project Surplus Cash,
Developer will cause the $33,346.74 payment to be made to the Town by
September 1, 1989 and by September 1 of each subsequent year, whether or not
there is-sufficient Villa Vasona project Surplus Cash.
The interest rate is the Town's average annualized investment rate from
September 28, 1983 to present which equals 8.75 %.
Interest on the $337,025.85 shall commence with the payment due dates of the
original syndication. Therefore, interest due December, 1988 is accrued based on
the schedule included as Attachment A.
All interest due as of December 1988, for the interest from the syndication will
be paid to the Town with the first installment payment due September 1, 1989.
Therefore, the first annual payment will include a principal payment of $33,346.74
plus an additional payment of $49,384.76 for interest accrued to date, for a total
of $82,731.50.
All subsequent annual payments will be based on the schedule attached as
Attachment B. The annual payment will be pro -rated between principal and
interest based on interest of 8.75% compounded annually.
In the event of the sale, transfer, assignment, voluntarily or involuntarily, in whole
or in part, of all or any portion of the Villa Vasona project, or the assignment or
transfer of any interest of a partner whether a general or a limited partner, in the
project, all outstanding principal and interest due under this section shall
immediately become due and payable.
2. Pursuant to Section C.5., the Town accepts the removal of Jack W. Sheehan as
General Partner and the appointment of PMG, Incorporated, as a new general
partner.
3. Section C.7. is amended in its entirety to read: With the written approval of the
Town (a) Developer may refinance any outstanding mortgage on the property or
(b) upon payment of all amounts due Town pursuant to Section B. as set forth
in Attachment B hereto or sooner at Developer's option, and payment of all
amounts due on the currently outstanding first mortgage on the property,
Developer may place new encumbrances on the property. Pursuant to (a) and (b)
above, however, no new encumbrances may be placed on the site at any time
after forty -five (45) years from the date of this amended agreement.
2
L 114PAGE 200
4. Section C.8. is amended in its entirety to read: Reconvey the site to the Town
at the Town's option, to be exercised as stated herein sixty -five (65) years from
the date of this amended agreement for the sum of one dollar ($1.00) plus all
transfer costs. Said conveyance shall include any and all improvements then
existing on the site, free of all encumbrances, but subject to all obligations arising
from oeration of the project except those personal injury and property damage
obligations not covered by insurance.
5. The Town and Developer agree for the purposes of Section I., Accounting, the
total cash investment in Villa Vasona is $1,594,787.
6. Section L. shall be amended in its entirety to read: Sixty -five (65) years from the
date of this First Amendment, Developer shall reconvey the site to the Town, at
the Town's option (to be exercised as stated below), for the sum of one dollar
($1.00), by good and sufficient grant deed, with the Town paying all transfer costs.
Said conveyance shall include any and all improvements and fixtures then existing
on the site, free of all encumbrances, but subject to all obligations arising from
the operation of the project except those personal injury and property damage
obligations not covered by insurance. No improvements or fixtures installed on
the premises at any time during the sixty-five (65) years may be removed by
Developer (except for replacement purposes) without the written consent of the
Town.
7. Section M.4, is amended to change the address for notice to Developer to:
Villa Vasona, Ltd.
c/o PMG
5855 Topanga Canyon Boulevard, Suite 300
Woodland Hills, CA 91367
8. The Town and Developer agree to a Conditional Assignment of Partnership
Interests dated September 5, 1989 for Security on the outstanding balance of
$337,025.85 owing to Town.
9. Except as specifically amended herein, all other terms and conditions of said
Agreement for Disposition of Property dated September 28, 1983, shall remain in
force and effect.
3
114 PAGE 201
10. Section M.8 shall be added to read as follows: E. Reports required to be filed
with the U.S. Department of Housing Urban Development shall be filed
concurrently with the Town.
Villa Vasona, Ltd.
LE
M
President
Town of Los Gatos
By:
oanne Benjami
Mayor
STATE OF CALIFORNIA )
ss:
COUNTY OF SANTA CLARA)
On his T � day of n the year 19�, before me, Marian V.
Cosgrove, own Clerk for the wn of Los Gatos, personally appeared Joanne Benjamin,
personally known to me to be the persons who executed this instrument as Mayor of
the Town of Los Gatos, and acknowledged to me that the Town of �gsOCIWos executed
it. , n
CORPORATE ACKNOWLEDGMENT
Stateof California
Onthisthe 29 dayof Auctust
County of ss. Rnhhi
the undersigned Notary Public, persoNally al
7120 122
Charles K. Gunn
personally known tome
proved to me on the basis of satisfactory evic
to be the person(s) who executed the within instn
President
behalf -or on named, and acknowledged to me that the corporatil
WITNESS my hand and official seal.
r*�g 61.itr
Notary s Signature
NATIONAL NOTARY ASSOCIATION • 23012 Venlura Blvd.
P.O. BOx 4625 W,
4
ATTACHMENT
INTEREST CALCULATION
SYNDICATED
`Nov 86 principal interest
87,500.00 7,656.25
Nov-87 145,000.00 12,687.50
Nov -88 182,500.00 15,968.75
Dec /22/88 245,000.00 1,292.12
principal payment 12/22/88 - 50,000.00
interest 12 -23-88 to 3 -31-89 4,627.91
calculated on 195,000.00
interest 4-1 -89 to 6 -30-89 4,253.94
calculated on 195,000.00
interest 7 -1-89 to 8 -31-89 2,898.29
calculated on 195,000.00
UNSYNDICATED
principal interest
107,016.00
- 4,116.00
balance due 102,900,00
Apr -86 102,900.00 9,003.75
Apr-87 102,900.00 9,003.75
Apr-88 102,900.00 9,003.75
Apr-89 102,900.00 9,003.75
'May -Aug 89 102,900.00 3,110.85
TOTAL INTEREST OWED 88,510.61
INTEREST DUE 9/1/89 49,384.76
INTEREST INCLUDED IN LOAN 39,125.85
TOTAL INTEREST OWED 88,510.61
L 11 4 PAGE 203
VILLA V
VASONA L
INTEREST DUE 9/1/89 49,384.76
INTEREST INCLUDED IN LOAN 39,125.85
TOTAL INTEREST OWED 88,510.61
ATI'AC1LME.*fi' B
1 11 i4rnrr ') AA
.
I
LjZZ1NUL
NV 1
I
�
337,025.85
ual into
'
rate
8.75%
term )
20
yment
33346.74
I
yment
ent
rind
interest
balance
be bal
337,025.85
1
33346.74
33,346.74
0.00
303,679.11
2
33,346.74
6,774.82
26571.92
296,904.29
3
33346.74
7,367.61
25,979.13
289536.67
4
33,346.74
8,012.28
25334.46
?81524.39
5
33,346.74
8,71336
14,63338
272,811.04
6
33,346.74
9,475.77
23,870.97
263,335.26
7
33,346.74
10304.90
23.041.84
253.030.36
8
33,346.74
11,20658
22,140.16
241,823.77
9
33,346.74
12,187.16
21,15958
229,636.61
10
33346.74
1325354
20,093,20
216,383.08
11
33,346.74
.14,413.22
18,93352
201,969.86
12
33,346.74
15,674.38
17,67236
186,295,48
13
33,346.74
17,045.89
16300%5
169,24959
14
33,346.74
18537.40
14,809.34
L50,712.19
1 S
33,346.74
20,159.42
13,187.32
13055277
16
33,346.74
21,92337
11.42;.37
108,629.40
17
33,346.74
23,841.671
9505.07
84,787,73
18
33,346.74
?5,927.81
7,418.93
58,859.92
I
19
33,346.74
28,19650
5,L50.24
30,663.42
20
33,346.47
30,663.42
2,683.05
0,00
totals
666,93453
337,025.85
329,908.68
L 114PAGE 205
.
CONDITIONAL ASSIGNMENT OF PARTNERSHIP INTERESTS
THIS CONDITIONAL ASSIGNMENT OF PARTNERSHIP INTERESTS (the
"Agreement" or the "Security Agreement ") is made as of this 5th
day of Sept. 1989, by and among TOWN OF LOS GATOS (the "Town" or
the "Secured Party "); and PMG, Inc., a Texas corporation ( "PMG"),
E. M. Schaffran and Co., a California corporation ( "Schaffran ")
and PMG Housing Partners 1983 -IV, a California limited partnership
( "Housing Partners ") (hereinafter, PMG, Schaffran and Housing
Partners may be referred to as the "Debtors ").
W I T N E S S E T H:
WHEREAS, PMG holds general partner and limited partner
interests, and Schaffran and Housing Partners hold limited partner
interests, in Villa Vasona, Ltd., a California limited partnership
(the "Partnership "), as such interests are set forth on Exhibit A
hereto;
WHEREAS, as of October 3, 1983, the Debtors (together with a
third party who is no longer a partner of the Partnership) entered
into a certain First Amended Agreement and First Amended
Certificate of Limited Partnership pursuant to which the existence
of the Partnership was continued, which First Amended Agreement
and First Amended Certificate of Limited Partnership was amended
by a certain Amendment to Partnership Agreement, dated April 15,
1985 and a First Amendment to Villa Vasona, Ltd. First Amended
Agreement and First Amended Certificate of Limited Partnership,
dated August 31, 1987 (the First Amended Agreement and First
Amended Certificate of Limited Partnership, as amended, shall be
hereinafter referred to as the "Partnership Agreement ");
WHEREAS, as of October 27, 1982, the Partnership and the Town
entered into a certain Agreement for Disposition of Property
pursuant to which, among other things, the Town sold certain real
property to the Partnership (the "Property "), which agreement was
supplemented by first and second amendments thereto (the "Original
Disposition Agreement ");
WHEREAS, as of September 28, 1983 a restated Agreement for
Disposition of Property (the "Disposition Agreement ") was executed
and recorded in Santa Clara County which included all relevant
provisions of the Original Disposition Agreement;
LIIVACE 206
WHEREAS, as of the date hereof, the Disposition Agreement was
amended, pursuant to a First Amendment to Agreement for
Disposition of Property (the "First Amendment "), to provide, among
other things, a revised schedule upon which the Partnership is to
pay the Toum =the amounts due the Town under the terms of the
Disposition Agreement, as amended; and
WHEREAS, in order to induce
the First Amendment, the Debtors
deliver this Agreement, granting
all the partnership interests of
Partnership, as evidenced by or
Agreement.
the Town to
have agreed
to the Town
each of the
;rising unde
execute and deliver
to execute and
security interests in
Debtors in the
the Partnership
NOW, THEREFORE, in consideration of the mutual premises,
covenants and promises contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Debtors hereby agree with the Secured
Party as follows:
1. Definitions. All terms
expressly defined shall have the
Partnership Agreement.
referred to herein but not
meanings ascribed to them in the
2. The Obligations. Pursuant to the Disposition Agreement,
as amended, the Partnership has agreed to pay to the Secured Party
a net amount of $337,025.85 (together with interest thereon at the
rate of 8.75 %, compounded annually) in twenty (20) annual
installments (the "Obligations ").
3. The Collateral. To secure the complete and timely
payment of the Obligations, the Debtors hereby assign, grant and
deliver to the Secured Party, and agree that the Secured Party
shall have security interests in each of the Debtors' respective
general partner and limited partner interests in the Partnership,
whether heretofore or hereafter acquired, including all of each of
the Debtors' respective rights, title and interests in the
Partnership and any successor partnership and all of each of the
Debtors' respective rights and interests in and under the
Partnership Agreement, as amended from time to time, and the
proceeds of any of the above (collectively, the "Collateral ").
4. Financing Statements. At any time and from time to time,
upon request of the Secured Party, each of the Debtors will, at
their respective sole cost and expense, give, execute, file and /or
record any notice, financing statement, continuation statement,
instrument, document or agreement that the Secured Party may
consider necessary or desirable to create, preserve, continue,
perfect or validate any security interests granted hereunder or
which the Secured Party may consider necessary or desirable to
exercise or enforce its rights hereunder with respect to such
security interests. Without limiting the generality of the
foregoing, the Secured Party is authorized, and shall have full
- 2 -
L 114PAGE 207
power and authority on behalf of and in the name of each Debtor,
to complete, execute, sign, acknowledge, swear to, file and record
any financing statement, continuation statement, instrument,
document or agreement evidencing the security interests granted
hereunder;-.pcyto correct or complete, or cause to be corrected or
completed, any financing statements, continuation statements or
other such documents as have been filed naming the Debtors as
debtors and the Secured Party as a secured party.
5: Representations Warranties Covenants and Agreements.
(a) Each of the Debtors as to himself represents and
warrants that:
(i) each of them owns the percentage interest in
the Partnership that is set forth next to their name on
Exhibit A hereto;
(ii) each of them has the power, authority and
legal right to own his property and carry on the business
now being conducted by each of them and to engage in the
transactions contemplated by this Agreement;
(iii) this Agreement constitutes a valid and legally
binding obligation, and is fully enforceable against each
of them in accordance with its terms; and
(iv) to the best of his respective knowledge,
information and belief, the execution and delivery of
this Agreement will not conflict with or result in a
breach of the terms or provisions of any existing law or
existing rule, regulation or order of any court or
governmental body binding on or affecting them.
(b) The Debtors each represent that:
(i) there are no other partners of the Partnership
except those listed on Exhibit A hereto;
(ii) they are now the legal and equitable owners of
their respective interests in the Collateral and that
their respective interests in the Collateral are free and
clear of any liens, pledges, encumbrances or agreements
whatsoever placed upon the Collateral by such Debtors;
(iii) they have the complete and unconditional
authority to pledge their respective interests in the
Collateral to the Secured Party without the consent of
any other party;
(iv) they have no notice or knowledge of any facts
which will impair the validity of the pledge made hereby
- 3 -
L IIVAGE 208
or thw validity of the Secured Party's security interests
in the Collateral; and
(v) they have delivered to Secured Party a true and
correct copy of Partnership Agreement and all amendments
thereto.
(c) The Debtors each represent that the Partnership
Agreement has been duly authorized, executed and delivered by
such Debtors, is in full force and effect, has not been amended,
and there exists no default or any event which, with the giving
of notice or the passage of time, would constitute a default by
such Debtors under the Partnership Agreement.
(d) To the extent such matters are within the control of
the Debtors, the Debtors shall cause the Partnership to conduct
its operations and to manage, protect and preserve its assets so
as not to diminish the value of the Collateral.
(e) By execution of this Agreement, the Secured Party does
not assume any of the obligations of the Debtors including,
without limitation, any claims that may arise or exist under or
in connection with the Debtors' obligations under the
Partnership Agreement; the Debtors hereby indemnify and agree to
hold the Secured Party harmless from any obligation or liability
of the Partnership Agreement or the Debtors' obligations under
the Partnership Agreement or the Debtors' operation of the
Partnership or of the Partnership's property.
(f) The Debtors each represent and warrant that they will
not sell, transfer, pledge, encumber or grant a security interest
in the Collateral to any party except in the event all amounts
owing under the Disposition Agreement, as amended, are paid in
full.
6. Event of Default.
(a) An Event of Default shall be deemed to occur upon (i)
the Partnership's failure to make any payment required by the
terms of the Disposition Agreement, as amended, within thirty
(30) days of the due date thereof, or (ii) receipt by the
Partnership of notice from the holder of the first mortgage loan
on the Property that an event of default has occurred under the
terms of said loan, and such event of default is not cured within
the time period provided for such cure. Notwithstanding the
foregoing, if any payment required by the terms of the
Disposition Agreement is not received within thirty (30) days
from the due date thereof (A) a late charge of 1.5% of the
overdue payment shall be imposed and (B) the overdue payment
shall commence to accrue interest at the legal rate.
L 114PAGE
(b) Upon the occurrence of an Event of Default, as
defined in Section 6(a), above, the Secured Party or its
designee shall be deemed conclusively to have taken
possession of the Collateral and at its option it may:
(i) take and keep the Collateral, free from any
claims of the owners of the Collateral, in full
satisfaction of the obligations of the Debtors;
(ii) sell, assign and effectively transfer the
Collateral either at public or private sale, at its
option, without recourse to judicial proceedings and
without either demand or appraisement of any kind, both
of which are expressly waived;
(iii) proceed by way of appropriate judicial
proceedings to have the Collateral sold at judicial sale,
with or without appraisement;
(iv) seek an injunction of the prohibited action,
if appropriate;
(v) pursue any other available legal remedy,
subject to the provisions of Section 18 of this
Agreement; and
(vi) require the withdrawal of the Debtors from the
Partnership and the substitution of such other Persons as
general partner(s) and limited partner(s) as the Town
shall designate.
(c) In the event the Secured Party elects to sell the
Collateral pursuant to Section 6(b)(ii) above, Secured Party
shall apply the proceeds to payment of:
(i) the expenses of such sale, including the
actual cost of publishing, recording, mailing and posting
notice thereof;
(ii) all sums due to Secured Party under the terms
of the Disposition Agreement, as amended; and
(iii) the remainder, if
to the Debtors in proportion
Partnership. There shall be
part of the Debtors to cover
proceeds.
any, to PMG for distribution
to their interests in the
no personal liability on the
any shortfall in such
(d) It is understood and agreed that if an Event of
Default as defined in Section 6(a) has occurred, the remedies
set forth in this Section 6 (other than Section 6(b)(i))
shall be cumulative and the Secured Party may exercise any
such remedies as it elects to pursue.
- 5 -
L 114 PAGE 210
7. Charges Against the Collateral. The Debtors will pay,
when due, all taxes, assessments and other charges lawfully and
validly levied or assessed upon the Collateral or any part
thereof, and the Debtors will pay any and all fees, costs and
expenses, cX.- whatever kind and nature, which the Secured Party may
incur in filing public notices, and the charges of any attorneys
whom the Secured Party may engage in preparing and filing such
documents, making title examinations and rendering opinion
letters, as well as expenses incurred by the Secured Party,
including reasonable attorneys' fees, in protecting, maintaining,
preserving, enforcing or foreclosing the security interest granted
to the Secured Party hereunder, whether through judicial
proceedings or otherwise, or in defending or prosecuting any
actions or proceedings arising out of or relating to this
transaction, promptly after the Debtors shall have been notified
by the Secured Party of the amount of such fees, costs or
expenses.
8. Discharge by the Secured Party. At its option, the
Secured Party may discharge taxes, liens or security interests or
other encumbrances at any time levied or placed on the Collateral.
The Debtors agree to reimburse the Secured Party on demand for any
payment made, or any expense incurred, by the Secured Party
pursuant to the foregoing authorization.
9. Waiver. Failure of the Secured Party to exercise any
right or remedy under this Agreement, or otherwise, or delay by
the Secured Party in exercising same, will not operate as a waiver
thereof. No waiver by the Secured Party will be effective unless
and until it is in writing and signed by the Secured Party. The
Secured Party shall have no obligation to resort to the Collateral
or any other security which is or may become available to it.
10. Governing Law. This Agreement, any amendments or
replacements hereof, and the legality, validity and performance of
the terms hereof, shall be governed by and enforced, determined
and construed in all respects in accordance with the internal laws
of the State of California (i.e., the laws other than those
relating to conflict of laws rules) applicable to commercial
contracts, transactions and obligations entered into and to be
performed in California.
11. Binding Effect. This Agreement and the rights, powers
and duties set forth herein shall be binding upon each of the
Debtors, their heirs, representatives and assigns, and shall inure
to the benefit of the Secured Party, its successors and assigns.
12. Severability. In the event that any provision of this
Agreement is invalid or unenforceable under any applicable statute
or rule of law, then such provision shall be deemed inoperative to
the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any
provision hereof which may prove invalid or unenforceable under
- 6 -
L 114 PAGE 211
any applicable law shall not affect the validity or enforceability
of any other provision hereof.
13. Notices. Notices required or permitted to be given
under this Agveement shall be in writing and shall be deemed to be
sufficiently given when either (a) hand - delivered and a receipt
obtained therefor; (b) delivered by overnight delivery service so
long as a receipt is obtained therefrom; or (c) sent by certified
or registered mail, return receipt requested, postage prepaid. In
each case, the notice shall be addressed as provided below or to
such other address or addresses as may be furnished by notice
given in accordance with this paragraph 13. All notices shall be
addressed to the parties as follows:
DEBTORS:
PMG, Inc.
5855 Topanga Canyon Road
Suite 300
Woodland Hills, CA 91367
Attention: Charles K. Gunn
E. M. Schaffran and Co.
518 E1 Cerrito Plaza
E1 Cerrito, CA 94530
Attention: E. Morton Schaffran
PMG Housing Partners 1983 -IV
c/o PMG, Inc.
5855 Topanga Canyon Road
Suite 300
Woodland Hills, CA 91367
Attention: Charles K. Gunn
SECURED PARTY:
Town of Los Gatos
Civic Center, 110 E. Main Street
Los Gatos, CA 95031
Attention: Town Manager
14. Modification of Agreement. This Agreement is subject to
modification only by a writing signed by the parties hereto.
15. Further Representations. The Debtors each represent
that (a) their respective signatures on this Agreement are genuine
signatures, (b) the signers hereof were the appropriate persons to
sign such document, and (c) the signers hereof had legal capacity
to sign such document.
16. Term of Pledge. The Collateral shall remain subject to
the security interests hereby created until the Obligations are
- 7 -
L 114 PAGE 2-,2
discharged. Notwithstanding anything contained herein to the
contrary, at all times the Collateral shall be and remain the
Debtors' partnership interests in the Partnership and the proceeds
thereof.
17. Voting Rights. So long as there is no Event of Default
by the Debtors under this Agreement, the Debtors shall have the
sole and absolute right to exercise their respective voting,
consensual and other rights and powers with respect to the
Collateral pursuant to the Partnership Agreement; provided,
however, that the Debtors each agree that they will not vote for
or consent to the taking of any action by the Partnership that
would cause any Event of Default hereunder to occur or that would
be in contravention of the provisions of this Agreement. Upon the
occurrence of an Event of Default hereunder which is not cured
within the time period(s) provided for in this Agreement, the
aforesaid rights shall immediately vest in the Secured Party,
subject to the provisions of this Agreement.
18. Limitation on Liability. Notwithstanding anything
herein implied or expressed to the contrary, none of the Debtors
shall have any personal liability for any obligation to the
Secured Party except as set forth in this Section 18. The sole
recourse of the Secured Party in connection with the Obligations
shall be to remove the Debtors as General Partner and Limited
Partners, as applicable, pursuant to this Agreement. In no event
shall the Secured Party seek or enforce a deficiency or personal
judgment against any of the Debtors except for any liability
imposed by law, including liability for bad faith, fraud, gross
negligence or willful misconduct. Notwithstanding the foregoing
provisions of this Section, this provision is not intended to
defeat or limit the fiduciary duty which the General Partner owes
to Limited Partners and the personal liability of the General
Partner presumed to be owed to creditors for the debts of the
Partnership.
�-O�
444P46E 21�
IN WITNESS WHEREOF the parties hereto have caused this
Security Agreement to be executed in their respective names as of
the date first written above.
WITNESS:
k w�
WITNESS:
ATTEST:
ATTEST:
ATTEST:
1. p,S'
r ot•. .
°7
GENERAL PARTNER:
PMG, In ., AlTex s corporation
By:
Charles K. Gunn
Title: President
LIMITED PARTNERS:
PMG Housing Partne s 983 -IV, a
Caiif�rni li�mi ed�p tnership
By:
micna w, cr•errin
Genera Part er
E. M. Schaffran and Co., a
California corporation
By: CeB3 J�,P�af
E. Morton Schafffan
Title:
PMG, In ex orporation
By:
Charles K. Gunn
Title: President
SECURED PARTY:
TOWN OF LOS GATOS
By: e
T i t 1 Mavor
- 9 -
L 114PAGE 214
Exhibit A
General Partner:
PMG, Inc.
Special Limited Partner:
PMG, Inc.
Initial Limited Partner:
E.M. Schaffran and Co.
1.00%
0.01%
25.00%
Investor Limited Partner:
PMG Housing Partners 1983 -IV 73.99%
- 10 -
RESOLUTION NO. 1989 -167
RESOLUTION OF THE TOWN OF LOS GATOS
APPROVING FIRST AMENDMENT TO AGREEMENT
FOR DISPOSITION OF REAL PROPERTY BETWEEN
THE TOWN OF LOS GATOS AND VILLA VASONA, LTD.
DATED SEPTEMBER 28, 1983 INCLUDING
CONDITIONAL ASSIGNMENT OF PARTNERSHIP INTERESTS
RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa
Clara, State of California, that the Town of Los Gatos approves the First Amendment to
Agreement for Disposition of Real Property between the Town of Los Gatos and Villa
Vasona, Ltd. dated September 28, 1983 and Conditional Assignment of Partnership Interests
(a copy of which is attached hereto), and that the Mayor is authorized, and is hereby
directed, to execute said agreement in the name and in behalf of the Town of Los Gatos.
PASSED AND ADOPTED at a regular meeting of the Town Council of the
Town of Los Gatos, California, held on the 5th day of September, 1989 by the following
vote.
AYES: COUNCIL MEMBERS
NAYES: COUNCIL MEMBERS
ABSTAIN: COUNCIL MEMBERS
ABSENT: COUNCIL MEMBERS
Thomas J. Ferrito
Robert L. Hamilton
Brent N. Ventura
Mayor Joanne Benjamin
None
We =I-
Eric D. Carlson
SIGNED: l}
OR OF THE TO N LOS GATOS
V'
ATTEST:
CLERK OF THE TOWN OF 1# GATOS