AgdaPkt 2006-09-11 - Laserfiche WebLink

Browse Search

6.3B Page 2 Maintenance Agreement (cotiectively, the "Related Agreements"). 4n May 5, 2004 the parties to the DDA entered into an Assigr►ment and Assumption Agreement. Per Section 903 0# the DDA, BHV innisfree assigned its righ#s to a �oin# venture, limited liability company (LLC), namely 4n Broadway Redwood City, LLC a Califomia limited liability company, in which BHV Innisfree Ventures I, LLC and Buchanan Urban Investors, LLC{representing Califomia Public Employee Retirement System)were the sole members. This agreement was necessary because in April 2Q04, BHV fnnisfree borrowed an additional $1M from Buchanan Urban Investors for predevelopment costs, which repositioned the equity interests far the project. With #his financing event, BHV tnnisfree held 45°l0 of the overall equity interest. Thus, per the DDA, this change required Agency/City approva!which occurred on April2fi, 2004. Recently, Buchanan Urban In�estors, an behalf of their investor cap'stal, Cafifornia Pub(ic Employee Retirement System(CalPers), sold its interest to On Broadway Investors, LLC, a Delaware limited liability company, in which RAR2—Broadway at Redwood City—CA, Inc., a Maryland corporation ("RAR2"), wishes to acquire an interest. The acquisition of the interest by RAR2 and of tMe proposed assignment require approva! of the City/Agency since the original developer will have less than the 50% of the ownership interest as required in the DDA, and the p�oject, al#hough near completion, has not yet received a final Cert+ficate of Completion. As part of this transaction,the inves#ment group has requested assurances that the DDA is stitl rn fuii force and effect, that the Developer is not in monetary or materiaE default and has paid in full all#ees and assessmen#s. See attached estoppel certificate. Et should be r�oted that the public parking facil�ty was accepted by the City Council on July 28, 2006. This acceptance authorized the release of all retention monies, except $250,0�0, which is being held pending satisfactory resolution of the final punch list items, including, and most significantfy,the underground garage dewatering system. The amount ($25q,000)held back in retention should be adequate to cover any additional costs related to these items. The proposed assignee, On Broadway Investors LLC, will assume all remaining rights and obligations under the Related Agreements as well. Alternatives 1, Do not authorize the City and Agency to execute the Assignment and Assumption Agreemen#. In this case, the devefoper may have to seek afternate investment sources. 2. Direct staff to seek alternative solutions. Flscal Impact There wil! be no change in the Amended and Restated DDA or the Related Agreements regarding the fiscal impact. C2006 STAFF REPORTS109-2U061Assignment and Assumption Agreement tar On 8roadway 2 a��+��.,� �z�aainrn�