1991-264-Authorizing The Ratification Of The Mid-Peninsula Housing Coalition Assignment And Assumption Agreement And Escrow InstructionsRESOLUTION 1991 -264
RESOLUTION OF THE TOWN COUNCIL
OF THE TOWN OF LOS GATOS
AUTHORIZING THE RATIFICATION OF THE
MID - PENINSULA HOUSING COALITION
ASSIGNMENT AND ASSUMPTION AGREEMENT
AND ESCROW INSTRUCTIONS
BE IT RESOLVED by the Town of Los Gatos that the Town
ratify the Mid - Peninsula Housing Coalition assignment and assump-
tion agreement and escrow instructions, attached as Exhibit A.
PASSED AND ADOPTED at a regular meeting of the Town
Council of the Town of Los Gatos, California, held on the 2nd day
of December, 1991, by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Joanne Benjamin, Steven Blanton,
Brent N. Ventura, Mayor Eric D. Carlson
NAYES: None.
ABSENT: None.
ABSTAIN: None.
SIGNED:
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
CLERK OF THE TOWN OF LOZ GATOS
LOS GATOS, CALIFORNIA
CSD08:A: \RES0S \CS120291:R00 1
EXHIBIT A
As82GNK= AND ASSUMPTION
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement ")
made as of this day of November, 1991 by and among Mid -
Peninsula Housing Coalition, a California nonprofit public
benefit corporation ("MPHC"); Open Doors Associates, a California
limited partnership ( "ODA "); and the Town of Los Gatos, a
municipal corporation (the "Town ").
A. Town has made a loan (the "Loan ") to MPHC in the amount
of $300,000 for the purpose of assisting in the development of
affordable housing (the "Project ") on that certain real property
located in Los Gatos, California commonly known as 634 West Parr
Avenue (the "Property ").
B. The obligation to repay the Loan is evidenced by that
certain Note secured by Dead of Trust (the "Note ") in the amount
of $300,000 executed by MPHC in favor of Town. Town and MPHC
have agreed that the Note shall be secured by a dead of trust
(the "Deed of Trust ") on the Property.
C. MPHC has assigned to ODA its right to purchase the
Property.
D. MPHC desires to assign and ODA desires to assume all of
MPHC's rights, interest and obligations set forth in the Note.
In addition ODA agrees to execute the Dead of Trust for
recordation against the Property.
NOW, THEREFORE, the parties agree as follows:
1. Assignment and AssumD ion. MPHC assigns and ODA
assumes the rights, interest and obligations of MPHC set forth in
the Note and all extensions, renewals, modifications, amendments
and replacements, if any, of the Note, and ODA agrees to be bound
by each and all of the terms and provisions of the Note all as
though the Note had originally been made, executed and delivered
by ODA. In the event that MPHC receives any proceeds of the
Loan, MPHC agrees to immediately forward all such proceeds to
ODA.
2. Release. MPHC is released from all obligations and
duties under the Note.
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11/12/91 at 4:17pm
g, need oL Trust. ODA shall execute the Dead of Trust and
have it recorded in the opsrtyal Records of Santa Clara at the
time it purchases
4. Q ssors and Assigns. This Agreement applies to,
inures to the bsnefit of, and binds, all parties to this
Agreement and their respective successors, assigns and legal
representatives.
5, 4 -•ire Agreement, This Agreement constitutes the
entire agreement of Agreement and supersedes scalloprior agreements
described in this Aqr
or understandings, whether oral or written.
IN WITNESS WHEREOF, the parties have executed this Agreement
on the day and year above 'written.
TOWN:
THE TOWN OF LOS GATOS,
a municipal corporation
By;
Its; Town Manager
MPHC :
MID_pENINS= HOUSING COALITION,
a California nonprofit public
benefit corporation,__
By, Fran Wagstaf , Execut ve D NO 8 or
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il/12/91 at 4:17pm
APPROVED. AS TO FORM:
By:
Its: wn Attorney
ODA:
OPEN DOOR ASSOCIATES,
a California Limited Partnership
By: its Genaral Partner, Mid - Peninsula open
Doors Corporation, a California nonprofit
public benefit corporation
By:,- '-
Fran Wagstaffj�-ExeqUtivs pirector
191028.830 —3-
11/1V91 at 4:17pm