HomeMy WebLinkAboutAD05-332 - Other - Springboard Holdings, LLC - Consent to Assignment of Construction Contract - Swinerton Builders Northwest - 09/18/2006 CONSENT TO ASSIGNMENT OF CONSTRUCTION CONTRACT
Project Springboard—Parking Garage Project
Kent,Washington
The undersigned, Swinerton Builders Northwest, Inc. ("Contractor")has entered
into a Standard Form of Agreement between Owner and Contractor dated March 24, 2006,
with Springboard Holdings L.L C , a Washington limited liability company ("Developer").
Developer has executed and delivered to City of Kent, a Washington municipal
corporation ("City"), a Deed of Trust, Security Agreement, Assignment of Leases and
Rents and Fixture Filing dated as of December 15, 2005 (the "Deed of Trust") to secure
obligations of Developer to City under that certain Replacement Parking Agreement dated
as of October 12, 2005 (the "Replacement Parking Agreement"), which, among other
things, evidences the obligations of Developer to design, develop, construct and complete
the Parking Garage (as defined therein).
Pursuant to said Deed of Trust and Replacement Parking Agreement, Developer has
assigned to City as security for the performance of its obligations under the Replacement
Parking Agreement, all of its right, title and interest in and to the above-described
construction contract and all permitted amendments and modifications thereto (collectively
the "Contract')
The Contractor hereby consents to said assignment and agrees with City as follows:
1. Contractor acknowledges that City does not hereby assume any Developer's
obligations or duties under the Contract, including, without limitation, the obligation to pay
for work done by the Contractor under the Contract unless and until City exercises its rights
under the Replacement Parking Agreement with respect to the Contract and City expressly
assumes any such obligation by written notice to Contractor.
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2. In the event of a default by Developer under the Contract, the Contractor will
give written notice of such default to City at City of Kent, 220 Fourth Avenue, Kent,
Washington 98030, Attn. City Clerk and City Attorney City shall have the right, but not
the obligation, to cure such default for sixty 60 days following the receipt of such notice.
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Nothing in this paragraph 2 shall otherwise alter or amend Contractor's contractual or legal
remedies for Developer's default, including, but not limited to, Contractor's right to stop
work in the event of non-payment.
3. In the event of a default by Developer under the Replacement Parking
Agreement or the Deed of Trust, City may deliver written notice of such default to
Contractor, which notice shall be conclusive evidence of such default upon which the
Contractor may rely. Upon receipt of such notice, and at the request of City, the Contractor
shall continue performance on behalf of City under the Contract in accordance with the
terms thereof; provided, however, that Contractor shall be reimbursed by City in
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accordance with the Contract for all properly performed work which Developer has not
paid Contractor, plus any additional work, labor and materials rendered on City's behalf
from and after the date of such notice.
4. The Contract is in full force and effect, no material defaults exist thereunder, and
all conditions to the effectiveness or continuing effectiveness thereof required to be
satisfied as of the date hereof have been satisfied.
5. The Contractor represents and warrants to City that it is duly licensed to act as a
general contractor and to conduct its business in the State of Washington where such
construction work is to be performed.
6. If any action is instituted with respect to this Consent, each party shall be
responsible to pay for all its own attorneys' fees and costs.
7. All capitalized terms not otherwise defined herein shall have the same meaning
as set forth in the Replacement Parking Agreement.
8. This Consent is binding on Contractor and its successors and assigns and shall
inure to the benefit of City and its successors and assigns.
This Consent to Assignment of Construction Contract is made as of the 18a'day of
September. 2006.
"CONTRACTOR"
SWINERTON BUILDERS
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By
Name Ron A. o a
Title Vice-Press ent/Division Manaeer
Address:
3180— 139t"Avenue S.E.
Suite 250
Bellevue, Washington 98005
Contractor's License No.: SWINEBN970J5