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EXHIBIT K
PREDEVELOPMENT LOAN AGREEMENT
by and between
CITY OF SAN MATEO
and
AH BESPOKE LLC,
a California limited liability company
(Bespoke)
TABLE OF CONTENTS
Page
1 660\14\4020881.7
ARTICLE 1 DEFINITIONS AND EXHIBITS Error! Bookmark not defined.
Section 1.1 Definitions. 2
Section 1.2 Exhibits. 3
ARTICLE 2 PREDEVELOPMENT LOAN PROVISIONS Error! Bookmark not defined.
Section 2.1 Predevelopment Loan. 4
Section 2.2 Interest. 4
Section 2.3 Use of Funds. Error! Bookmark not defined.
Section 2.4 Security. 4
Section 2.5 Repayment of the Predevelopment Loan. Error! Bookmark not defined.
Section 2.6 Conditions to Funding. 5
Section 2.7 Termination of Agreement for Infeasibility. Error! Bookmark not defined.
Section 2.8 Forgiveness of Predevelopment Loan in Certain Circumstances. Error! Bookmark not defined.
ARTICLE 3 DEVELOPER OBLIGATIONS Error! Bookmark not defined.
Section 3.1 Predevelopment Tasks and Schedule. Error! Bookmark not defined.
Section 3.2 Insurance. 6
Section 3.3 Transfers. 7
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF DEVELOPER Error! Bookmark not defined.
Section 4.1 Representations and Warranties. 7
ARTICLE 5 DEFAULT AND REMEDIES Error! Bookmark not defined.
Section 5.1 Events of Default. Error! Bookmark not defined.
Section 5.2 Remedies. Error! Bookmark not defined.
Section 5.3 Right of Contest. Error! Bookmark not defined.
Section 5.4 Remedies Cumulative. Error! Bookmark not defined.
ARTICLE 6 GENERAL PROVISIONS Error! Bookmark not defined.
Section 6.1 No Further Rights or Obligations. 10
Section 6.2 Relationship of Parties. Error! Bookmark not defined.
Section 6.3 Indemnification. 10
Section 6.4 No Claims. 11
Section 6.5 Amendments. 11
Section 6.6 Non-Liability of Lender Officials, Employees and Agents. 11 Section 6.7 No Third Party Beneficiaries. 11
TABLE OF CONTENTS
(continued)
Page
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Section 6.8 Notices, Demands and Communications. 12
Section 6.9 Applicable Law. 12
Section 6.10 Parties Bound. 12
Section 6.11 Attorneys' Fees. 13
Section 6.12 Severability. 13
Section 6.13 Gender and Number. 13
Section 6.14 Titles. 13
Section 6.15 Waivers. 13
Section 6.16 Entire Understanding of the Parties. 14
Section 6.17 Survival. 14
Section 6.18 Records. 14
Section 6.19 Further Assurances. 14
Section 6.20 Multiple Originals; Counterparts. 14
Exhibit A Legal Description
Exhibit B Predevelopment Budget
Exhibit C Form of Predevelopment Note
Exhibit D Insurance Requirements
Exhibit E Form of Assignment Agreement
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PREDEVELOPMENT LOAN AGREEMENT
THIS
PREDEVELOPMENT LOAN AGREEMENT (the "Agreement") is entered into as of ______, 2026 (the "Effective Date"), by and between City of San Mateo, a California charter city (the "Lender"), and AH Bespoke LLC, a California limited liability company (the "Developer"), with reference to the following facts, purposes and intentions.
RECITALS
A. These Recitals refer to and utilize certain capitalized terms which are defined in Article 1 of this Agreement. The parties intend to refer to those definitions in connection with the use of capitalized terms in these Recitals.
B. Lender is the owner of that certain real property located at 4 th and Railroad Avenue, as
more particularly described in Exhibit A attached to this Agreement (the “Property”).
C. Lender and AH Bespoke LP, a California limited partnership (the “Project Owner”) have entered into negotiations of a Disposition and Development Agreement pursuant to which Lender intends to make a loan to the Project Owner and ground lease the Property to the Project Owner to facilitate the development by the Project Owner of approximately seventy-one (71) units of multi-family affordable rental housing, excluding one manager’s unit, and approximately 5,000 square feet of ground floor community space to be leased to a nonprofit entity, with the initial tenant being Self Help for the Elderly or an affiliate thereof. The development will also include improvements consisting of approximately 150,000 square feet of commercial office space and 12,000 square feet of ground floor retail space, and an underground parking garage, to be constructed by the Commercial Developer. Developer is the sole general partner of Project Owner.
D. Pursuant to this Agreement, the Lender intends to provide the Developer the Predevelopment Loan to fund certain predevelopment activities related to the Development on the Property. The Parties intend that the Predevelopment Loan be evidenced by the Predevelopment Note and secured by the Assignment of Plans executed by Project Owner and Developer. Timely completion of such predevelopment activities are necessary to enable the Developer to prepare initial analyses and investigations of the Property and enable the Developer to apply for land use approvals for the Development.
NOW, THEREFORE, in consideration of the recitals hereof and the mutual promises and covenants set forth in this Agreement, the parties agree as follows:
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ARTICLE 1
DEFINITIONS AND EXHIBITS
Section 1.1 Definitions.
The following capitalized terms have the meanings set forth in this Section 1.1 wherever used in this Agreement, unless otherwise provided:
(a) "Agreement" means this Predevelopment Loan Agreement.
(b) "Assignment of Plans" means that certain assignment agreement pursuant to which the Developer assigns to the Lender the Developer's rights and obligations with respect to the Documents, substantially in the form of Exhibit D.
(a) "CEQA" means the California Environmental Quality Act and its implementing guidelines and regulations.
(c) “Commercial Developer” means DTSM Talbots Housing, LLC, a Delaware limited liability company (and its permitted successors and assigns), and its permitted successors and assigns, who will be responsible for obtaining the financing for, and constructing the Underground Parking Garage and the Commercial Improvements.
(d) “Commencement of Construction” means the date upon which Project Owner closes its construction financing for the Project and issues a notice to proceed to the contractor building the Project.
(e) "Default" has the meaning set forth in Section 5.1.
(f) "Developer" means AH Bespoke LLC, a California limited liability company.
(g) "Development" means the approximately seventy-one (71) units of multi-family rental housing and a minimum of approximately 5,000 square feet of ground floor community space.
(h) "DDA" means the Disposition and Development Agreement which is to be entered into between Lender and the Project Owner concurrently with this Agreement, under which the Lender would make a construction and permanent loan to Project Owner and lease the Property to the Project Owner pursuant to the Ground Lease.
(i) "Documents" means all reports, surveys, materials, architectural drawings and specifications, and any information related to the Development obtained by the Developer.
(j) "Effective Date" means the date first set forth above.
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(k) "Ground Lease" means a ground lease by and between Lender, as lessor, and Project Owner, as lessee, that may be entered into concurrently with the closing of any construction financing, pursuant to which Project Owner shall lease the Property from the Lender for the purpose of constructing, developing, and operating the Development.
(l) "Indemnified Party" has the meaning set forth in Section 6.4.
(m) "Lender" means the City of San Mateo.
(b) "Predevelopment Budget" means the budget including uses of funds for the predevelopment activities, attached hereto as Exhibit B.
(n) "Predevelopment Costs" means the cost of performing the predevelopment activities as shown in the Predevelopment Budget incurred by the Developer.
(o) "Predevelopment Loan" means the Lender's loan to the Developer in the total principal amount of Two Million Nine Hundred Thousand Dollars ($2,900,000) pursuant to this Agreement, to fund certain predevelopment activities related to the Development on the Property.
(p) "Predevelopment Loan Documents" means this Agreement, the Assignment of Plans, and the Predevelopment Note.
(q) "Predevelopment Note" means the promissory note that will evidence the Developer's obligation to repay the Predevelopment Loan, substantially in the form of Exhibit C, attached hereto.
(r) "Property" that certain real property located at 4 th and Railroad Avenues in the
City of San Mateo, as more particularly described in Exhibit A, attached hereto.
(s) "Term" means the term of this Agreement, which shall commence on the Effective Date and shall terminate on the Commencement of Construction, unless earlier terminated in accordance with Section 2.7.
(t) "Transfer" means a sale, encumbrance or other transfer of Developer's right, title, and interest in this Agreement or the Development.
Section 1.2 Exhibits.
The following exhibits are attached to this Agreement and incorporated into this Agreement by this reference:
Exhibit A Legal Description
Exhibit B Predevelopment Budget
Exhibit C Form of Predevelopment Note
Exhibit D Insurance Requirements
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Exhibit E Form of Assignment Agreement
ARTICLE 2
PREDEVELOPMENT LOAN PROVISIONS
Section 2.1 Predevelopment Loan.
Subject to satisfaction of the conditions set forth in Section 2.6, and only to the extent funds have been provided to City by the Commercial Developer in accordance with the DDA, the Lender shall lend to the Developer the principal sum not to exceed Two Million Nine Hundred Thousand Dollars ($2,900,000) for the purposes set forth in Section 2.3 of this Agreement. The Predevelopment Loan shall be evidenced by the Predevelopment Note, which shall be executed by the Developer concurrently herewith.
Section 2.2 Interest.
(a) Subject to the provisions of Section 2.2(b) below, the outstanding principal balance of the Predevelopment Loan shall bear simple interest at the rate of zero percent (0%) per annum commencing with the date of first disbursement.
(b) In the event of a Default, interest on the Predevelopment Loan shall begin to accrue, as of the date of Default and continue until such time as the Predevelopment Loan funds are repaid in full or the Default is cured, at the default rate of the lesser of three percent (3%), compounded annually, or the highest rate permitted by law.
Section 2.3 Use of Funds.
(a) The Developer shall use the proceeds of the Predevelopment Loan only to fund Predevelopment Costs as set forth in the Predevelopment Budget. The Developer shall not use the Predevelopment Loan for any other purpose without the prior written consent of the Lender.
(b) The Developer shall submit any revisions to the Predevelopment Budget to the Lender for approval within thirty (30) days after the date Developer receives information indicating that actual Predevelopment Costs in any line item in the Predevelopment Budget will materially vary from the costs for such line item shown on the Predevelopment Budget. The City Manager of Lender may approve or disapprove any revisions to the Predevelopment Budget to adjust line items or allow the payment of additional Predevelopment Costs as long as the total Predevelopment Budget amount does not increase.
Section 2.4 Security.
As security for the Predevelopment Loan, and as part of the consideration for entering into this Agreement, the Developer hereby assigns to the Lender its rights and obligations with respect to
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certain agreements, plans and specifications, and approvals, pursuant to the terms of the Assignment of Plans, which shall be executed concurrently herewith. The assignments shall become effective upon an uncured event of Default of the Developer as defined in Section 5.1 below, or upon termination of this Agreement pursuant to Section 2.7 below. The Lender shall not have any obligation under any contracts or agreements assigned pursuant to the Assignment of Plans until it expressly agrees in writing to be bound by such contracts or agreements. Upon an event of Default that has not been cured pursuant to this Agreement or upon termination of this Agreement pursuant to Section 2.7 below, the Lender may use any of the foregoing assigned Documents for any purpose for which the Developer could have used them for development of the Development, and the Developer shall cooperate with the Lender to implement the Assignment of Plans and immediately deposit with the Lender for the Lender's use all the Documents.
Section 2.5 Repayment of the Predevelopment Loan.
(a) Subject to Section 2.5(b), Developer shall pay all outstanding principal and accrued interest on the Predevelopment Loan, in full, on the earliest to occur: (i) a Default, and (ii) the expiration of the Term.
(b) Lender shall forgive the Predevelopment Loan upon Commencement of Construction or upon termination of this Agreement pursuant to Section 2.7, provided that no Default has occurred and is continuing under this Agreement and Developer has taken all actions necessary to implement the Assignment of Plans and deposits the Documents with the Lender.
In the event of forgiveness at Commencement of Construction, this Agreement will terminate.
Section 2.6 Conditions to Funding.
The Lender shall fund the Predevelopment Loan upon satisfaction of the following conditions:
(a) There exists no Default nor any act, failure, omission or condition that would constitute an event of Default under the Predevelopment Loan Documents.
(b) Execution by the Developer and delivery to the Lender of the Predevelopment Note and the Assignment of Plans.
(c) Receipt of a written draw request from the Developer setting forth the proposed use of funds and the amount of funds needed, and attaching (i) a copy of the bill or invoice covering the costs incurred, or (ii) an estimate of costs to be incurred.
(d) The Developer has delivered to the Lender a copy of Developer's organizational documents and a corporate authorizing resolution authorizing Developer's execution of this Agreement, the Predevelopment Note, the Assignment of Plans, and the transactions contemplated by the Predevelopment Loan Documents.
(e) The Developer has furnished the Lender with evidence of the insurance coverage meeting the requirements of Section 3.2 below.
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Upon satisfaction of these conditions, the Lender shall from time to time disburse the Predevelopment Loan (or so much thereof as is required), for Predevelopment Costs, generally consistent with those shown in the Predevelopment Budget. Notwithstanding any other provisions of this Agreement, the Lender shall have no further obligation to disburse any portion of the Predevelopment Loan to the Developer following: (i) termination of this Agreement; or (ii) notification by the Lender to the Developer of a Default under the terms of this Agreement until said Default has been cured.
Section 2.7 Termination of Agreement for Infeasibility.
Provided that the Developer is not in Default under this Agreement, this Agreement may be terminated by the parties under the circumstances set forth below by giving written notice of such termination to the parties:
(a) The mutual determination by the parties, in their commercially reasonable discretion, that any remediation work with respect to hazardous materials or addressing other physical conditions of the Property exceeds financing available, making the Development financially infeasible; or
(b) Prior to the date set forth in the DDA, the Developer does not receive commitments of all projected financial assistance or reasonable substitutions therefor, including grants and loans, necessary to acquire and construct the Development despite the Developer's commercially reasonable efforts to obtain such funding.
This Section 2.7 is only applicable until the date that is identified in the DDA Schedule of Performance, or the date the Developer enters into the Ground Lease. Following termination of this Agreement under this Section 2.7, neither party shall have any rights or obligations under this Agreement, except that the provisions of Section 6.3 of this Agreement, unless otherwise limited, shall survive such termination and remain in full force and effect.
ARTICLE 3
DEVELOPER OBLIGATIONS
Section 3.1 Predevelopment Tasks and Schedule.
The Developer shall perform the following tasks, among others, with the proceeds of the Predevelopment Loan (i) cause preparation of architectural designs and drawings; and (ii) cause preparation of engineering studies and drawings. The Developer may not use any proceeds of the Loan for any other purposes without the prior written consent of Lender. Upon reasonable notice, as from time to time requested by the Lender, the Developer shall submit to the Lender a written progress report advising the Lender on progress made and next steps to be taken by the Developer in the performance of the predevelopment tasks.
Section 3.2 Insurance.
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The Developer shall, at Developer's sole cost and expense, maintain and keep in force throughout the Term, the insurance at set forth in Exhibit D in a form acceptable to the Lender with evidence of such coverage provided to the Lender within ten (10) days of execution of this Agreement, but in no event later than the initial disbursement of Predevelopment Loan funds pursuant to this Agreement. The Developer shall provide the Lender with immediate written notice in the event of cancellation or reduction of coverage of the Developer's insurance policies maintained in connection with this Agreement.
Section 3.3 Transfers.
The Developer shall not cause or permit a Transfer without the prior written approval of the Lender, which, the Lender may grant or deny in its sole discretion.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF DEVELOPER
Section 4.1 Representations and Warranties.
The Developer hereby represents and warrants to the Lender as follows:
(a) Organization. The Developer is a duly organized, validly existing California limited liability company and is in good standing under the laws of the State of California and has the power and authority to own its property and carry on its business as now being conducted.
(b) Authority of Developer. The Developer has full power and authority to execute and deliver this Agreement and to make and accept the borrowings contemplated hereunder, to execute and deliver the Predevelopment Loan Documents and all other documents or instruments executed and delivered, or to be executed and delivered, pursuant to this Agreement, and to perform and observe the terms and provisions of all of the above.
(c) Authority of Persons Executing Documents. This Agreement and the Predevelopment Loan Documents and all other documents or instruments executed and delivered, or to be executed and delivered by the Developer, pursuant to this Agreement have been executed and delivered by persons who are duly authorized to execute and deliver the same for and on behalf of the Developer, and all actions required under the Developer's organizational documents and applicable governing law for the authorization, execution, delivery and performance of this Agreement and the Predevelopment Loan Documents and all other documents or instruments executed and delivered, or to be executed and delivered, pursuant to this Agreement, have been duly taken (to the extent such actions are required as of the date of execution and delivery of the above-named documents).
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(d) Valid Binding Agreements. This Agreement and the Predevelopment Loan Documents and all other documents or instruments which have been executed and delivered by the Developer pursuant to or in connection with this Agreement constitute or, if not yet executed or delivered, will when so executed and delivered constitute, legal, valid and binding obligations of the Developer enforceable by and against it in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the rights of creditors generally and general principles of equity.
(e) No Breach of Law or Agreement. Neither the execution nor delivery of this Agreement and the Predevelopment Loan Documents by the Developer or of any other documents or instruments executed and delivered, or to be executed or delivered by the Developer, pursuant to this Agreement, nor the performance by the Developer of any provision, condition, covenant or other term hereof or thereof, will conflict with or result in a breach of any statute, rule or regulation, or any judgment, decree or order of any court, board, commission or agency whatsoever binding on the Developer, or any provision of the organizational documents of the Developer, or will conflict with or constitute a breach of or a default under any agreement to which the Developer is a party, or will result in the creation or imposition of any lien upon any assets or property of the Developer, other than liens established pursuant hereto.
(f) Compliance with Laws; Consents and Approvals. The construction of the Development will comply with all applicable laws, ordinances, rules and regulations of federal, state and local governments and agencies and with all applicable directions, rules and regulations of the fire marshal, health officer, building inspector and other officers of any such government or agency.
(g) Financial Statements. The financial statements of the Developer and other financial data and information furnished by the Developer to the Lender fairly present the information contained therein. As of the date of this Agreement, there has been no adverse material change in the financial condition of the Developer from that shown by such financial statements and other data and information.
ARTICLE 5
DEFAULT AND REMEDIES
Section 5.1 Events of Default.
Each of the following shall constitute a "Default" by the Developer under this Agreement:
(a) Failure to Make Payment. Failure by the Developer to repay the principal and any interest on the Predevelopment Loan within ten (10) days of receipt of written notice from the Lender that such payment is due pursuant to the Predevelopment Loan Documents.
(b) Breach of Covenants. Failure by the Developer to duly perform, comply with, or observe any of the conditions, terms, or covenants of any of the Predevelopment Loan
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Documents, and such failure having continued uncured for thirty (30) days after receipt of written notice thereof from the Lender to the Developer or, if the breach cannot be cured within thirty (30) days, the Developer shall not be in breach so long as the Developer is diligently undertaking to cure such breach and such breach is cured within ninety (90) days; provided, however, that if a different period or notice requirement is specified under any other section of this Article 5, the specific provisions shall control.
(c) Assignments. Failure by the Developer to take all actions necessary to implement the Assignment of Plans and deposit the Documents with the Lender upon an occurrence and continuation of Default hereunder.
(d) Unauthorized Transfer. Transfer by the Developer other than as permitted by Section 3.3.
(e) Representation or Warranty Incorrect. Any representation or warranty of the Developer contained in this Agreement, or in any application, financial statement, certificate, or report submitted to the Lender in connection with any of the Predevelopment Loan Documents, proves to have been incorrect in any material and adverse respect when made.
Section 5.2 Remedies.
The occurrence of any Default hereunder following the expiration of all applicable notice and cure periods will, either at the option of the Lender or automatically where so specified, relieve the Lender of any obligation to make or continue the Predevelopment Loan and shall give the Lender the right to proceed with any and all remedies set forth in this Agreement and the Predevelopment Loan Documents, including but not limited to the following:
(a) Acceleration of Note. The Lender shall have the right to cause all indebtedness of the Developer to the Lender under this Agreement and the Predevelopment Note, together with any accrued interest thereon, to become immediately due and payable. The Developer waives all right to presentment, demand, protest or notice of protest or dishonor. The Lender may proceed to enforce payment of the indebtedness and to exercise any or all rights afforded to the Lender as a creditor and secured party under the law including the Uniform Commercial Code. The Developer shall be liable to pay the Lender on demand all reasonable expenses, costs and fees (including, without limitation, reasonable attorneys' fees and expenses) paid or incurred by the Lender in connection with the collection of the Predevelopment Loan and the preservation, maintenance, protection, sale, or other disposition of the security given for the Predevelopment Loan.
(b) Assignment Agreement. The Lender shall have the right to exercise all rights under the Assignment of Plans.
(c) Specific Performance. The Lender shall have the right to mandamus or other suit, action or proceeding at law or in equity to require the Developer to perform its obligations and covenants under the Assignment of Plans or to enjoin acts or things which may be unlawful or in violation of the provisions of the Assignment of Plans.
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(d) Right to Cure at the Developer's Expense. The Lender shall have the right (but not the obligation) to cure any monetary default by the Developer under a loan other than the Predevelopment Loan. The Developer agrees to reimburse the Lender for any funds advanced by the Lender to cure a monetary default by the Developer upon demand therefore, together with interest thereon at the lesser of the maximum rate permitted by law or ten percent (10%) per annum from the date of expenditure until the date of reimbursement.
Section 5.3 Right of Contest.
Developer shall have the right to contest in good faith any claim, demand, levy, or assessment the assertion of which would constitute a Default hereunder. Any such contest shall be prosecuted diligently and in a manner not prejudicial to the Lender or the rights of the Lender hereunder.
Section 5.4 Remedies Cumulative.
Subject to the non-recourse provisions contained in the Predevelopment Note, no right, power, or remedy given to the Lender by the terms of this Agreement or the Loan Documents is intended to be exclusive of any other right, power, or remedy; and each and every such right, power, or remedy shall be cumulative and in addition to every other right, power, or remedy given to the Lender by the terms of any such instrument, or by any statute or otherwise against the Developer and any other person. Neither the failure nor any delay on the part of the Lender to exercise any such rights and remedies shall operate as a waiver thereof, nor shall any single or partial exercise by the Lender of any such right or remedy preclude any other or further exercise of such right or remedy, or any other right or remedy.
ARTICLE 6
GENERAL PROVISIONS
Section 6.1 No Further Rights or Obligations.
This Agreement does not obligate either the Lender or Project Owner to enter the DDA or Ground Lease or any other agreement in furtherance of the proposed Development. The parties acknowledge that this Agreement creates no rights of the Developer and/or Project Owner with respect to the Property or the proposed Development.
Section 6.2 Relationship of Parties.
Nothing contained in this Agreement shall be interpreted or understood by any of the parties, or by any third persons, as creating the relationship of employer and employee, principal and agent, limited or general partnership, or joint venture between the Lender and Developer. Developer shall be solely responsible for its own acts and those of its agents and employees.
Section 6.3 Indemnification.
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Developer shall indemnify, protect, hold harmless and defend (by counsel reasonably satisfactory to the Lender) the Lender, and its elected and appointed officials, officers, directors, representatives, consultants, employees, attorneys and agents (each an "Indemnified Party") harmless against any and all claims, suits, actions, losses and liability of every kind, nature and description made against it and expenses (including reasonable attorneys' fees) ("Loss"), which arise out of or in connection with this Agreement or Developer's, or its agents’ or representatives’ (“Developer Parties”) activities on the Property during the Term of this Agreement, including but not limited to the development, construction, marketing and operation of the Development, except to the extent such claim arises solely from the gross negligence or willful misconduct of Lender; provided, however, that nothing herein shall obligate the Developer to cure, remove or remediate in any manner any environmental contamination or condition discovered or uncovered by the Developer Parties during the Developer’s investigation of the Property, unless specified otherwise in the DDA or Ground Lease, and Lender releases Developer from and against any Loss arising from or related to the Developer Parties’ mere discovery or uncovering of an existing environmental contamination during site investigation including invasive subsurface sampling. For the avoidance of doubt, the Lender's release contained in this Section 6.3 shall not extend to any activity related to the handling, disposal or remediation of any environmental contamination by Developer. The provisions of this Section shall survive the expiration of the Term.
Section 6.4 No Claims.
Nothing contained in this Agreement shall create or justify any claim against the Lender by any person that Developer may have employed or with whom Developer may have contracted relative to the furnishing or the performance of any work or services with respect to the Property or the proposed Development.
Section 6.5 Amendments.
This Agreement shall not be modified or amended in any respect, except by written instrument specifically referencing such a modification or amendment which is executed by or on behalf of the parties in the same manner as this Agreement is executed.
Section 6.6 Non-Liability of Lender Officials, Employees and Agents.
No member, official, employee or agent of the Lender shall be personally liable to Developer in the event of any default or breach by the Lender or for any amount which may become due to Developer or its successor or on any obligation under the terms of this Agreement.
Section 6.7 No Third Party Beneficiaries.
Nothing in this Agreement (either express or implied) is intended to, or shall be construed to, confer upon or give any person or entity, other than the Parties hereto, any rights or remedies under or by reason of this Agreement.
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Section 6.8 Notices, Demands and Communications.
Formal notices, demands, and communications between the parties shall be sufficiently given if and shall not be deemed given unless: (a) dispatched by registered or certified mail, postage prepaid, return receipt requested; (b) delivered by express delivery service, return receipt requested; (c) delivered personally; or (d) sent by electronic mail using an established provider of registered e-mail services with headquarters in the United States that furnishes unmodifiable proof (i) that the message was sent, (ii) that the message was delivered to the recipient's e-mail server, and (iii) of the time and date the message was delivered to the recipient. All such notices shall be delivered to the principal office of the parties as follows:
Lender: City of San Mateo
330 W. 20
th Ave
San Mateo, CA 94403
Attention: City Manager
With a copy to: City of San Mateo
330 W. 20
th Ave
San Mateo, CA 94403
Attention: City Attorney
Developer: AH Bespoke LLC
c/o Alta Housing
3460 West Bayshore Road, Suite 104
Palo Alto, CA 94303
Attention: President
With a copy to: Bocarsly Emden Cowan Esmail & Arndt LLP 633 W. Fifth Street, Suite 5880
Los Angeles, CA 90071
Attention: Kyle Arndt
Such written notices, demands and communications may be sent in the same manner to such other addresses as the affected party may from time to time designate by mail as provided in this Section. Receipt shall be deemed to have occurred on the date shown on a written receipt as the date of delivery or refusal of delivery (or attempted delivery if undeliverable) except that any electronic mail received after 5:00 p.m. shall be deemed to have been received on the next Business Day.
Section 6.9 Applicable Law.
This Agreement shall be governed by and construed in accordance with California law.
Section 6.10 Parties Bound.
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Except as otherwise limited herein, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, legal representatives, successors, and assigns. This Agreement is intended to run with the land and shall bind Developer and its successors and assigns in the Property and the Development for the entire Term, and the benefit hereof shall inure to the benefit of Lender and its successors and assigns.
Section 6.11 Attorneys' Fees.
If any lawsuit is commenced to enforce any of the terms of this Agreement, the prevailing party will have the right to recover its reasonable attorneys' fees and costs of suit from the other party in a total amount not exceeding $5,000. The $5,000 limit is the total of attorney fees recoverable whether in the trail court, appellate court, or otherwise, and regardless of the number of attorneys, trials, appeals, or actions. It is the intent of this Agreement that neither party shall have to pay the other more than $5,000 for attorney fees arising out of an action, or actions, to enforce the provisions of this Agreement.
Section 6.12 Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the parties have been materially altered or abridged by such invalidation, voiding or unenforceability.
Section 6.13 Gender and Number.
Words of any gender used in this Agreement shall be held to include any other gender, and any words in the singular number shall be held to include the plural (and vice versa), when the sense requires.
Section 6.14 Titles.
The titles and article or paragraph headings are inserted only for convenience, and are in no way to be construed as a part of this Agreement or as a limitation on the scope of the particular provisions to which they refer.
Section 6.15 Waivers.
Any waiver by the Lender of any obligation or condition in this Agreement must be in writing.
No waiver will be implied from any delay or failure by the Lender to take action on any breach or Default of Developer or to pursue any remedy allowed under this Agreement or applicable law. Any extension of time granted to Developer to perform any obligation under this Agreement shall not operate as a waiver or release from any of its obligations under this Agreement. Consent by the Lender to any act or omission by Developer shall not be construed
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to be a consent to any other or subsequent act or omission or to waive the requirement for the Lender's written consent to future waivers.
Section 6.16 Entire Understanding of the Parties.
The terms and provisions of this Agreement and Predevelopment Loan Documents supersede any inconsistent terms and conditions of any term sheet, commitment letter, or similar document issued by Lender to Developer. This Agreement and the attached exhibits constitute the entire agreement of the parties with respect to the matters set forth in this Agreement. This Agreement supersedes any prior agreement and understandings between the parties as to such matters, oral or written, all of which are hereby cancelled. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared it. The parties have read and reviewed this Agreement and agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party (including but not limited to California Civil Code Section 1654 as may be amended from time to time, or any other state law, or common law principle) shall not apply to the interpretation of this Agreement.
Section 6.17 Survival.
All of the representations and warranties in this Agreement shall survive until the expiration of the Term of this Agreement and payment of the Predevelopment Note, except to the extent that a representation or warranty expressly provides otherwise.
Section 6.18 Records.
The outstanding principal balance of the Predevelopment Loan and the unpaid interest accrued thereon shall at all times be ascertained from the records of Lender, which shall be conclusive evidence thereof, absent manifest error.
Section 6.19 Further Assurances.
At any time upon, and from time to time upon request by Lender, Developer shall do any acts and execute and deliver any documents as may be reasonably requested by Lender to accomplish the purposes of this Agreement or normally required for similar loans by prudent lenders in accordance with reasonable commercial standards, including but not limited to, executing any additional assignments or documents deemed reasonably necessary by the Lender to provide further security for the Predevelopment Loan, in connection with any agreements entered into by or on behalf of the Developer in connection with the supply, development, manufacture, design, or construction of the proposed modular units in the Development.
Section 6.20 Multiple Originals; Counterparts.
This Agreement may be executed in multiple originals, each of which is deemed to be an original, and may be signed in counterparts.
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[Signatures on following page.]
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WHEREFORE, this Agreement has been entered into by the undersigned as of Effective Date.
LENDER:
CITY OF SAN MATEO,
a California charter city
By: __________________________
Alex Khojikian, City Manager
Dated: __________________________
DEVELOPER:
AH BESPOKE LLC, a California limited
liability company
By: Alta Housing, a California nonprofit
public benefit corporation, its manager
Name: ________________________
Title: ________________________
By: ___________________________
Name:
Its:
Dated:______________________
APPROVED AS TO FORM:
By: __________________________
Prasanna W. Rasiah, City Attorney
Dated: __________________________
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EXHIBIT A
CITY PROPERTY LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SAN
MATEO, COUNTY OF SAN MATEO, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: LOTS 2, 3 AND 4, BLOCK 10, AS DELINEATED UPON THAT CERTAIN MAP ENTITLED "MAP OF THE TOWN OF SAN MATEO", FILED FOR RECORD IN THE
OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, ON JANUARY 24TH, 1867 IN BOOK 2 OF MISCELLANEOUS RECORDS, PAGE 95 AND A COPY ENTERED INTO BOOK 1 OF MAPS, PAGE 45.
APN: 034-179-050, JPN: 034-017-179-05.00, 034-179-060, JPN: 034-017-179-06.00
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EXHIBIT B
PREDEVELOPMENT BUDGET
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EXHIBIT C
PROMISSORY NOTE
AH BESPOKE LLC
PREDEVELOPMENT LOAN
$2,900,000 San Mateo, California
DATE 2026
FOR VALUE RECEIVED, AH BESPOKE LLC, a California limited liability company (the "Borrower"), promises to pay to the City of San Mateo, a California charter city (the "City"), the principal sum of up to Two Million Nine Hundred Thousand Dollars ($2,900,000) (the "Predevelopment Loan"), or so much as is disbursed to Borrower, plus interest thereon pursuant to Section 2 below.
1. Borrower's Obligation.
This promissory note (the "Note") evidences the Borrower's obligation to pay the City the principal amount of up to Two Million Nine Hundred Thousand Dollars ($2,900,000), for the funds loaned to the Borrower by the City to be used to fund Predevelopment Costs as set forth in the Predevelopment Loan Agreement. All capitalized terms not otherwise defined in this Note shall have the meanings set forth in the Predevelopment Loan Agreement.
2. Interest.
(a) Interest Rate. Subject to the provisions of Section (b) below, the outstanding principal balance of the Predevelopment Loan shall accrue interest at the rate of zero percent (0%) simple interest.
(b) Default Rate. In the event of a Default, interest on the Predevelopment Loan shall begin to accrue, as of the date of Default and continuing until such time as the Predevelopment Loan funds are repaid in full or the Default is cured, at the default rate of the lesser of three percent (3%), compounded annually, or the highest rate permitted by law.
3. Term and Repayment Requirements.
(a) The term of the Predevelopment Loan shall commence on the date of this Note and shall terminate on the Commencement of Construction, unless earlier terminated in accordance with the Predevelopment Loan Agreement.
(b) All principal and accrued interest on the Predevelopment Loan shall be due in full on the earlier to occur of: (i) the date of any Default, or (ii) the expiration of the Term; provided,
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however, that the Predevelopment Loan shall be forgiven upon expiration of the Term in accordance with Section 2.5(b) of the Predevelopment Loan Agreement.
4. No Assumption.
This Note shall not be assumable by the successors and assigns of Borrower without the prior written consent of the City.
5. Security.
Concurrently with Borrower's execution of this Note, Borrower will execute the Assignment Agreement as security for this Note.
6. Terms of Payment.
(a) All payments due under this Note shall be paid in currency of the United States of America, which at the time of payment is lawful for the payment of public and private debts.
(b) All payments on this Note shall be paid to the City of San Mateo, 330 W. 20th Avenue, San Mateo, CA 94403 Attention: Housing Manager or to such other place as the City may from time to time designate in writing.
(c) All payments on this Note shall be without expense to the City, and the Borrower agrees to pay all costs and expenses, including re-conveyance fees and reasonable attorney's fees of the City, incurred in connection with the payment of this Note and the release of any security hereof.
(d) Notwithstanding any other provision of this Note, or any instrument securing the obligations of the Borrower under this Note, if, for any reason whatsoever, the payment of any sums by the Borrower pursuant to the terms of this Note would result in the payment of interest which would exceed the amount that the City may legally charge under the laws of the State of California, then the amount by which payments exceed the lawful interest rate shall automatically be deducted from the principal balance owing on this Note, so that in no event shall the Borrower be obligated under the terms of this Note to pay any interest which would exceed the lawful rate.
7. Default.
(a) Any of the following shall constitute an Event of Default under this Note:
(1) Any failure to pay, in full, any payment required under this Note when due following written notice by the City of such failure and fifteen (15) days opportunity to cure;
(e)
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(2) Any failure in the performance by the Borrower of any term, condition, provision or covenant set forth in this Note, subject to the cure periods set forth in Section 5.1(b) of the Predevelopment Loan Agreement;
(3) The occurrence of any Event of Default under the Predevelopment Loan Agreement, or other instrument securing the obligations of Borrower under this Note subject to notice and cure periods as set forth therein; and
(b) Upon the occurrence of such an Event of Default, the entire unpaid principal balance, together with all interest thereon, and together with all other sums then payable under this Note shall at the option of the City become immediately due and payable upon written notice by the City to the Borrower without further demand.
(c) The failure to exercise the remedy set forth in Subsection 7(b) above or any other remedy provided by law upon the occurrence of one or more of the foregoing events of default shall not constitute a waiver of the right to exercise any remedy at any subsequent time in respect to the same or any other default. The acceptance by City hereof of any payment which is less than the total of all amounts due and payable at the time of such payment shall not constitute a waiver of the right to exercise any of the foregoing remedies or options at that time or at any subsequent time, or nullify any prior exercise of any such remedy or option, without the express consent of the City, except as and to the extent otherwise provided by law.
8. Waivers.
(a) The Borrower hereby waives diligence, presentment, protest and demand, and notice of protest, notice of demand, and notice of dishonor of this Note. The Borrower expressly agrees that this Note or any payment hereunder may be extended from time to time, and that the City may accept further security or release any security for this Note, all without in any way affecting the liability of the Borrower.
(b) No extension of time for payment of this Note or any installment hereof made by agreement by the City with any person now or hereafter liable for payment of this Note shall operate to release, discharge, modify, change or affect the original liability of the Borrower under this Note, either in whole or in part.
(c) The obligations of the Borrower under this Note shall be absolute and the Borrower waives any and all rights to offset, deduct or withhold any payments or charges due under this Note for any reason whatsoever.
9. Non-recourse Obligation.
The Predevelopment Loan is a non-recourse obligation of the Borrower. Neither the Borrower nor any of its general or limited partners, nor any other party shall have any personal liability for repayment of the Loan. The sole recourse of the City with respect to the principal of, or interest on, the Promissory Note and defaults by the Borrower in the performance of its covenants under
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the Assignment Agreement shall be to the property described in the Assignment Agreement; provided, however, that nothing contained in the foregoing limitation of liability shall: (a) limit or impair the enforcement against all such security for the Promissory Note of all the rights and remedies of the City thereunder; or (b) be deemed in any way to impair the right of the City to assert the unpaid principal amount of the Promissory Note as demand for money within the meaning and intendment of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto.
10. Miscellaneous Provisions.
(a) All notices to the City or the Borrower shall be given in the manner and at the addresses set forth in the Predevelopment Loan Agreement, or to such addresses as the City and the Borrower may hereinafter designate.
(b) The Borrower promises to pay all costs and expenses, including reasonable attorney's fees, incurred by the City in the enforcement of the provision of this Note, regardless of whether suit is filed to seek enforcement.
(c) This Note may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought.
(d) This Note shall be governed by and construed in accordance with the laws of the State of California.
(e) The times for the performance of any obligations hereunder shall be strictly construed, time being of the essence.
(f) This document, together with the Predevelopment Loan Agreement and Assignment Agreement, contains the entire agreement between the parties as to the Predevelopment Loan. It may not be modified except upon written consent of the parties.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
BORROWER:
AH BESPOKE LLC, a California limited liability company
By: Alta Housing, a California nonprofit public benefit corporation, its manager
Name: ________________________
Title: ________________________
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EXHIBIT D
INSURANCE REQUIREMENTS
(a) Developer shall maintain the following insurance coverage throughout the Term of the Loan:
1) Workers' Compensation insurance to the extent required by law, including Employer's Liability coverage, with limits not less than One Million Dollars ($1,000,000) each accident.
2) Commercial General Liability insurance with limits not less than Two Million Dollars ($2,000,000) each occurrence combined single limit for Bodily Injury and Property Damage, including coverages for Contractual Liability, Personal Injury, Broadform Property Damage, Products and Completed Operations.
3) Automobile Liability insurance with limits not less than One Million Dollars ($1,000,000) each occurrence combined single limit for Bodily Injury and Property Damage, including coverages for owned, non-owned and hired vehicles, as applicable. 4) Builders' Risk insurance during the course of construction and upon completion, property insurance covering the Development, in a form appropriate for the nature of such property, covering all risks of loss, excluding earthquake, for one hundred percent (100%) of the replacement value, with deductible, if any, acceptable to the City, naming the City as a Loss Payee, as its interests may appear. Flood insurance must be obtained if required by applicable federal regulations.
5) Commercial crime insurance covering all officers and employees, for loss of Loan proceeds caused by dishonesty, in an amount approved by the City, naming the City a Loss Payee, as its interests may appear which insurance shall be maintained only until the entire balance of the Loan has been disbursed.
(b) Developer shall cause any general contractor, agent, or subcontractor working on the Development under direct contract with Developer or subcontract to maintain insurance of the types and in at least the minimum amounts described in subsections (1), (2), and (3) above, except that the limit of liability for commercial general liability insurance for subcontractors must be One Million Dollars ($1,000,000), and must require that such insurance will meet all of the general requirements of subsections (d) and (e) below.
(c) The required insurance must be provided under an occurrence form, and Developer shall maintain the coverage described in subsection (a) continuously throughout the Term. Should any of the required insurance be provided under a form of coverage that includes an annual aggregate limit or provides that claims investigation or legal defense costs be included in such annual aggregate limit, such annual aggregate limit must be three times the occurrence limits specified above.
Commercial General Liability, Automobile Liability and Property insurance policies must be endorsed to name as an additional insured the City and its officers, agents, employees and
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members of the City Council.
(d) All policies and bonds are to contain: (i) the agreement of the insurer to give the City at least thirty (30) days' notice prior to cancellation (including, without limitation, for non-payment of premium) or any material change in said policies; (ii) an agreement that such policies are primary and non- contributing with any insurance that may be carried by the City; (iii) a provision that no act or omission of Developer shall affect or limit the obligation of the insurance carrier to pay the amount of any loss sustained; and (iv) a waiver by the insurer of all rights of subrogation against the City and its authorized parties in connection with any loss or damage thereby insured against. (e) Broader Coverage: If the Developer maintains broader coverage and/or (f) higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the developer. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
(g) Endorsements: The insurance policies are to contain, or be endorsed to contain, the following provisions:
a. The City, its elected and appointed officials, employees, volunteers and agents are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Developer including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Developer. General liability coverage can be provided in the form of an endorsement to the Developer's insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 l 0, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 fohns if later revisions used).
b. For any claims related to this project, the Developer's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its elected and appointed officials, employees, volunteers, and agents. Any insurance or self-insurance maintained by the City, its elected and appointed officials, employees, volunteers, or agents shall be excess of the Developer's insurance and shall not contribute with it.
(h) Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to the City.
(i) Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to the City.
(j) Waiver of Subrogation: Developer hereby agrees to waive rights of subrogation which any insurer of Developer may acquire from Developer by virtue of the payment of any loss.
Developer agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Developer, its employees, or agents.
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(k) Verification of Coverage: Developer shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Developer's obligation to provide them. The City reserves the right to require complete. certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.
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EXHIBIT E
ASSIGNMENT OF AGREEMENTS, PLANS AND SPECIFICATIONS, AND APPROVALS
(Bespoke)
FOR VALUE RECEIVED, the undersigned, AH Bespoke LLC, a California limited liability company (the "Developer"), hereby assigns and transfers to the City of San Mateo, a California charter city (the "City"), all of its right, title and interest in and to (if any):
(1) All consulting, architectural, design, engineering, and construction contracts and development agreements, and any and all amendments, modifications, supplements, addenda and general conditions thereto (collectively "Agreements"), heretofore or hereafter entered into by any Contractor (as defined below);
(2) All studies and analyses, surveys, plans and specifications, shop drawings, working drawings, amendments, modifications, changes, supplements, general conditions and addenda thereto (collectively "Studies, Plans and Specifications") heretofore or hereafter prepared by any Contractor (as defined below); and
(3) All land use approvals, building permits, and other governmental approvals of any nature obtained for the Development by Developer (collectively, the "Land Use Approvals").
This Assignment is made pursuant to the terms of the Predevelopment Loan Agreement, dated as of ______, 2026, entered into between Developer and the City (the "Loan Agreement"). Capitalized terms used but not defined in this Assignment shall have the meanings set forth in the Loan Agreement. The Property with respect to which the Predevelopment Loan has been made is more particularly described in Exhibit A attached to the Predevelopment Loan Agreement.
For purposes of this Assignment, the term "Contractor" means any consultant, architect, construction contractor, engineer or other person or entity entering into Agreements with the Developer and/or preparing Studies, Plans and Specifications for the Developer with respect to the Development.
The Developer hereby irrevocably appoints the City as its attorney-in-fact (which agency is coupled with an interest) to, upon the occurrence and continuation of a Default (after notice and opportunity to cure) or an event which, with notice or the passage of time or both would constitute a Default (after notice and opportunity to cure) under and as defined in the Loan Agreement or if pursuant to Section 3.5 the City acquires the Property, demand, receive, and enforce any and all of the Developer's rights with respect to the Studies, Plans and Specifications, Agreements and Land Use Approvals, and perform any and all acts in the name of the Developer or in the name of the City with the same force and effect as if performed by the Developer in the absence of this Assignment.
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The Developer represents and warrants to the City that no previous assignment(s) of its rights or interest in or to the Studies, Plans and Specifications, Agreements, and/or Land Use Approvals, has or have been made by Developer, and the Developer agrees not to assign, sell, pledge, transfer, mortgage, or hypothecate its rights or interest therein (without prior written approval of the City Manager) so long as the City holds or retains any security interest under the Loan Agreement. Developer further represents and warrants that all Agreements, Studies, Plans and Specifications and Land Use Approvals for the Property are and will be in the name of Developer and that Developer has the full power and authority to execute this Assignment and perform its obligations hereunder.
This Assignment is made to secure: (1) payment to the City of all sums now or hereafter owing under the Predevelopment Note dated as of the date hereof made by the Developer to the order of the City, and any and all additional advances, modifications, extensions, renewals and amendments thereof; and (2) payment and performance by Developer of all its obligations under the Predevelopment Loan Agreement.
This Assignment shall be governed by the laws of the State of California, except to the extent that Federal laws preempt the laws of the State of California, and the Developer consents to the jurisdiction of any Federal or State Court within the State of California having proper venue for the filing and maintenance of any action arising hereunder and agrees that the prevailing party in any such action shall be entitled, in addition to any other recovery, to reasonable attorneys' fees and costs.
This Assignment shall be binding upon and inure to the benefit of the heirs, legal representatives, assigns, and successors-in-interest of the Developer and the City; provided, however, this shall not be construed and is not intended to waive the restrictions on assignment, sale, transfer, mortgage, pledge, hypothecation or encumbrance by the Developer contained in the Loan Agreement.
Executed by the Developer on __________.
DEVELOPER:
AH Bespoke LLC,
a California limited liability company,
its sole member/manager
By: Alta Housing, a California nonprofit
public benefit corporation, its manager
By: ___________________________
Name: _____________________
Its: _____________________
Dated:______________________
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ARCHITECT'S/ENGINEER'S CONSENT
The undersigned architect and/or engineer (collectively referred to as "Architect") hereby consents to the foregoing Assignment of Agreements, Plans and Specifications, and Approvals ("Assignment"), of which this Architect's/Engineer's Consent ("Consent") is a part, and acknowledges that there presently exists no unpaid claims presently due to the Architect except as disclosed to the City arising out of the preparation and delivery of the Plans and Specification to the Developer and/or the performance of the Architect's obligations under the Agreements, as the term "Agreements" is defined in the Assignment.
Architect agrees that if, at any time, the City shall become the owner of said Property, following an uncured Default or the termination of the Loan Agreement, or, pursuant to its rights under the Loan Agreement, elects to undertake or cause the completion of construction of the Development on any of the Property, in accordance with the Plans and Specifications, and gives Architect written notice of such election; then so long as the Architect has received, receives or continues to receive the compensations called for under the Agreements, the City may, at its option, use and rely on the Plans and Specifications for the purposes for which they were prepared, and Architect will continue to perform its obligations under the Agreements for the benefit and account of the City in the same manner as if performed for the benefit or account of the Developer in the absence of this Assignment, so long as the City agrees to perform all of the obligations of the owner as outlined in the contract.
Architect further agrees that, in the event of a breach by the Developer of the Agreements, or any agreement entered into with Architect in connection with the Plans and Specifications, so long as the Developer's interest in the Agreements and Plans and Specifications is assigned to the City, Architect will give written notice to the City at the address shown below of such breach. The City shall have thirty (30) days from the receipt of such written notice of Default to remedy or cure said Default; provided, however, nothing herein shall require the City to cure said Default or to undertake completion of construction of the Development.
Architect warrants and represents that it/he/she has no knowledge of any prior assignment(s) of any interest in either the Plans and Specifications and/or the Agreements. Except as otherwise defined herein, the terms used herein shall have the meanings given them in the Assignment or the Predevelopment Loan Agreement, as applicable.
Executed by the Architect on ___________.
Address of City:
Address of Architect:
950 Howard Street
San Francisco, CA 94103
City of San Mateo
330 W. 20th Ave
San Mateo, CA 94403
Attn: City Manager
Architect: BDE Architecture
By: _______________________________
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Its: _________________________