HomeMy WebLinkAbout2014-14 CC Reso - Assignment of Loan Docs from UCC to Ford St Project I
RESOLUTION NO. 2014-14
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF UKIAH CONSENTING TO
ASSIGNMENT OF LOAN DOCUMENTS FROM UKIAH COMMUNITY CENTER TO FORD
STREET PROJECT.
WHEREAS:
1. On April 5, 2010, City entered a grant agreement with the California Department of
Housing and Community Development for a Community Development Block Grant in the total
amount of $400,000 to fund the construction of a new roof, including solar panels, energy
efficient insulation and a rainwater catchment system ("the ProjecY') on the UCC building ("the
Building") located at 888 N State St., Ukiah, CA 95482, also known as Mendocino County
Assessor Parcel No. 002-080-50 ("the Property"); and
2. On June 17, 2010, UCC and the City entered a Property Rehabilitation and Lease
Limitation Agreement ("Lease Limitation AgreemenY') pursuant to which UCC agreed to
construct the Project and use the Building improved by the Project exclusively as a day
shelter/resource center, food bank for the homeless and to provide free housing/social services
for individuals and families whose incomes do not exceed 80% of the median income in
Mendocino County, and not to lease any portion of the Building for any other use. The City
agreed to loan UCC $340,000 ("the Loan") of the CDBG grant for these purposes; and
3. Also on June 17, 2010, UCC entered a promissory note ("the Note") agreeing to repay
the Loan to the City at 0%, if UCC fails to fully comply with the Lease Limitation Agreement at ,
any time between December 31, 2012 and December 31, 2017, which is secured by a Deed of
Trust to the City ("City Deed of TrusY'), which encumbers the Property. If UCC fully complies
with the Lease Limitation Agreement for that full five year period, the Loan is deemed paid in full
and the City agrees to execute a deed of reconveyance and deliver that deed and the original
Note to UCC; and
4. UCC constructed the Project which was completed on March 21, 2012; and
5. UCC and Assignee are governed by the same Board of Directors, which has I
determined that it is to the financial and administrative benefit of both UCC and FSP to dissolve I
UCC and assign all of its programs, assets and obligations to FSP which will thereafter perform
as one corporation all of the programs formerly performed by UCC and FSP as separate I
entities; and
6. The Property is also encumbered by a deed of trust ("Savings Bank Deed of TrusY') to
the Savings Bank of Mendocino County ("Savings Bank") to which the City Deed of Trust is
subrogated; and
7. Collectively, the Lease Limitation Agreement, the Note and the City Deed of Trust are
referenced herein as "the Loan Documents." Under the terms of the Lease Limitation
Agreement the UCC may not assign the Loan Documents without the consent of the City; and
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8. Under the Savings Bank Deed of Trust, conveyance of the Property requires the �
Savings Bank's approval; and
9. The City has determined that it should cooperate with the combined Board of
Directors for the UCC and FSP in its determination that the programs operated by UCC and
FSP as separate corporations can be more effectively and efficiently operated by FSP as a
single corporation.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Ukiah that the
assignment of the Loan Documents by UCC to FSP is hereby approved as provided in the
attached Assignment and Assumption Agreement and Approval Thereof, and the City Manager
is hereby authorized and directed to execute the attached agreement, evidencing the City's
approval thereof.
PASSED AND ADOPTED on this 16`h day of April 2014, by the following roll call vote:
AYES: Councilmembers Scalmanini, Crane, Thomas, Landis, and Mayor Baldwin
NOES: None
ABSENT: None
ABSTAIN: None
�/1�„�/� �. ✓�� (�� ,
Philip E. Bal in, Mayor
ATTEST:
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Kristine Lawler, City Clerk
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ASSIGNM ENT AND ASSUMPTION AGREEMENT AND APPROVAL THEREOF
This Agreement is entered on , 2014 (°Effective Date"�, in Ukiah, California,
among the Ukiah Community Center ("UCC"), a California public benefit corporation, the Ford Street
Project ("FSP"), a California public benefit corporation, and the City of Ukiah ("City"), a general law
municipal corporation. Individually UCC and FSP may be referred to herein as"Party' and collectively as
"Parties."
RECITALS:
1. On April 5, 2010, City entered a grant agreement with the California Department of Housing
and Community Development for a Community Development Block Grent in the total amount of
$400,000 to fund the construction of a new roof, including solar panels, energy efficient insulation and a
rainwater catchment system ("the ProjecY') on the UCC building ("the Building") located at 888 N State
St., Ukiah, CA 95482, also known as Mendocino County Assessor Parcel No. 002-080-50 ("the Property").
2. On June 17, 2010, UCC and the City entered a Property Rehabilitation and Lease Limitation
Agreement ("Lease Limitation Agreement") pursuant to which UCC agreed to construct the Project and
use the Building improved by the Project exclusively as a day shelter/resource center, food bank for the
homeless and to provide free housing/social services for individuals and families whose incomes do not
exceed 80% of the median income in Mendocino County, and not to lease any portion of the euilding for
any other use. The City agreed to loan UCC$340,000 ("the Loan") of the CDBG grant for these purposes.
3. Also on June 17, 2010, UCC entered a promissory note ("the Note°) agreeing to repay the
Loan to the City at 0%, if UCC fails to fully comply with the Lease Limitation Agreement at any time I
between December 31, 2012 and December 31, 2017, which is secured by a Deed of Trust to the City I
("City Deed of TrusY'), which encumbers the Property. If UCC fully complies with the Lease Limitation I
Agreement for that full five year period, the Loan is deemed paid in full and the City agrees to execute a
deed of reconveyance and deliver that deed and the original Note to UCC.
4. UCC constructed the Project which was completed on March 21, 2012.
5. UCC and Assignee are governed by the same Board of Directors, which has determined that it
is to the financial and administrative benefit of both UCC and FSP to dissolve UCC and assign all of its
programs, assets and obligations to FSP which will thereafter perform as one corporation all of the
programs formerly performed by UCC and FSP as separate entities.
6. The Property is also encumbered by a deed of trust (°Savings Bank Deed of TrusY') to the �
Savings Bank of Mendocino County ("Savings Bank")to which the City Deed of Trust is subrogated. i
7. Collectively, the Lease Limitation Agreement, the Note and the City Deed of Trust are I
referenced herein as "the Loan Documents." Under the terms of the Lease Limitation Agreement the
UCC may not assign the Loan Documents without the consent of the City. II
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8. Under the Savings Bank Deed of Trust, conveyance of the Property requires the Savings
Bank's approval.
9. Under this Agreement UCC will assign and FSP will assume the Loan Documents in connettion
with the conveyance of UCC's assets and obligations to FSP and the City will approve the assignment.
AGREEMENT:
In consideration of the foregoing recitals, the following terms and conditions, and other good
and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Parties
agree as follows:
1. Assianment and Assumqtion of Loan Documents. Upon receipt of consent from the Savings
Bank to the conveyance of the Property to FSP and effective upon recordation of a deed conveying the
Property to FSP ("Recordation Date°), UCC here6y assigns all of its rights and obligations under the Loan
Documents to FSP and FSP hereby assumes and agrees to be bound by and faithfully perform all of
UCC's obligations under the Loan Documents.
2, UCC's Warranties and Representations. UCC hereby warrants and represents to City that as
of the Recordation Date UCC is in full compliance with the Loan Documents, all Representations and
Warranties in the Lease Limitation AgreemenY remain true and correc2, and there is no existing or
anticipated Event of Default under the Lease Limitation Agreement or any of the Loan Documents.
3. FSP's Warra�ties and Representations. As of the Recordation Date, FSP hereby adopts all of
the representations and warranties set forth in paragraph 2, above, and those representations and
warranties adopted by FSP are true and correct as they pertain to FSP.
4. CitV's Consent to the Assi�nment. In reliance upon the representations and warranties in
paragraphs 2 and 3, above, the City hereby consents to the assignment of the Loan Documents to FSP as
set forth in paragraph 1, above.
S. Miscellaneous.
a. Counterparts: This Agreement may be executed in counterparts.
Ib. Waivers: No waiver of any breach of any covenant or provision contained herein will be
deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision
contained herein. No extension of time for performance of any obligation or act will be deemed an
extension of time for performance of any other obligation or act except those of the waiving party,
which will be extended by a period of time equal to the period of the delay.
' c. Construction: The Parties agree and their respective advisors believe that this Agreement is
the product of all of their efforts, that it expresses their agreement and that it should be interpreted as
drafted by each party hereto. The Parties further agree that this Agreement will be construed to
effectuate the normal and reasonable expectations of a sophisticated party.
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I d. Governing Law: The parties hereto expressly agree that this Agreement will be governed by,
interpreted under, and construed and enforced in accordance with the laws of the State of California.
e. Paragraph Headings: The paragraph headings contained herein are for convenience and
reference only and are not intended to define or limit the scope of this agreement.
TO EFFECTUATE THIS AGREEMENT, the Parties and the City have caused this Assignment and
Assumption Agreement to be executed by their duly authorized representatives as of the Effective Date.
UKIAH COMMUNITY CENTER I
By:
Its:
FORD STREET PROJECT
By:
Its:
CITY OF UKIAH
By: II
Jane Chambers
Its: Citv Mana�er
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