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HomeMy WebLinkAboutAD05-332 - Other - Springboard Holdings, LLC - Assignment of Plans and Architectural Agreement - 09/14/2006 ASSIGNMENT OF PLANS AND ARCHITECTURAL AGREEMENTS SPRINGBOARD HOLDINGS, L.L.C., a Washington limited liability company ("Borrower"), for good and valuaule consideration, the receipt and sufficiency of which are hereby acknowledged, and as additional security for the repayment of that certain Note (the "Note"), of even date herewith, in the original principal amount of$10,800,000.00, executed by Borrower and payable to Centurion Financial Group, LLC, a Washington limited liability company ("Lender"), its successors and assigns, does hereby assign, transfer and set over unto Lender, its successors and assigns, any and all of Borrower's right, title and interest in and to those certain plans and specifications prepared and/or to be prepared relating to the construction of a Project (as that term is defined in a Loan Agreement (the "Loan Agreement") executed of even date herewith between Lender and Borrower with reference to the Note), upon the land described upon Exhibit "A" attached hereto and hereby made a part hereof, and in and to all drawings and notes related thereto (hereinafter collectively called the "Plans"), and all right, title and interest of Borrower in, to and under any agreements pursuant to which the Plans were,or are to be, prepared, including, but not limited to, any architect's contracts (collectively the "Agreements"). In addition, Borrower hereby grants to Lender a security interest in the Plans and in the Agreements, if and to the extent that a security interest may be granted therein under the Uniform Commercial Code (the "Code") as in effect in the state where the Project is located,and Borrower acknowledges that Lender sbali have all of the rights and remedies with respect to the Plans and Agreements provided for by the Code, in addition to the other rights and remedies herein granted to Lender. It is un-derstood that if an Event of Default (as defined in the Loan Agreement) does not occur, and the P,oject is completed in accordance therewith, then this Assignment shall terminate If, however, such an Event of Default does occur, then Lender may, without further notice, and without payment of any further consideration to Borrower, utilize the Plans and/or the Agreements for the completion of the Project. Lender shall have no obligation whatsoever to complete the P:oiect, and shall have no obligation whatsoever to keep or perform any of Borrower's duties or obligations under the Agreements, unless Lender hereafter gives the other parties thereto written instructions to perform thereunder, on Lender's behalf, and agrees in writing to assume some or all of said duties or obligations IN WITNESS WHEREOF, Borrower has executed this Assignment as of the 10 day of September, 2006 SPRINGBOARD HOLDINGS, L L.C. By Ben E ez, Presi nt ASSIGNMENT OF PLANS i {R 1CLIENTS\163 WSA 12003 DOQ The undersigned hereby consents to the foregoing Assignment, authorizes Lender to rely upon and to utilize the Plans and the Agreements, without any payment by bender to the undersigned therefor, and agrees to cooperate with Lender regarding completion of construction of the Project after any Event of Default unde, the above--mentioned Loan Agreement The undersigned, with the understanding that Lender will rely upon the statements and representations made by the undersigned herein in providing the loan evidenced by the above- mentioned Note, hereby certifies, represents, warrants and confirms to Lender, its successors and assigns, that (a) The Project, if constructed in accordance with the Plans, will comply with all applicable building and energy codes and regulations; zoning, building and environmental laws and ordinances, federal, state and local governmental requirements, and use restrictions of record. (b) Attached hereto as Exhibit "B" is a true, correct and complete copy of the undersigned's current Errors and Omissions insurance policy, or a certificate thereof, which insurance coverage is in full force and effect; the undersigned agrees to keep such insurance coverage in full force and effect until such time as such loan has been repaid in full. Dated as of the 14th day of September,2006. JENSE FEY ARCHIT TC1R.E&PLANNING PS By Na Title: AssioNMEm or PLANS 2 tR\CuENTs\16340\S412003 DOC) EXHIBIT Legal Descnipfioer of Land New Lots A, B and C, Kent Lot Line Adjustment No.T.T,2005-37,recorded under Recording No. 20060110002592. All situated in the County of King, State of Washington. o � , STPAUL 8 TRAVELERS ARCHITECTS AND ENGINEERS PROFESSIONAL LIABILITY DECLARATIONS THIS IS BOTH A CLAIMS MADE AND REPORTED INSURANCE POLICY. PLEASE READ IT CAREFULLY COMPANY: St. Paul Fire and Marine Insurance Company POLICY NUMBER: QP03806700 0 PRODUCER: USI NORTHWEST — HAS RENEWAL OF: QP03806700 THIS IS A CLAIMS MADE AND REPORTED POLICY. THIS POLICY APPLIES ONLY TO CLAIMS FIRST MADE AGAINST THE INSURED DURING THE POLICY PERIOD. THE CLAIM MUST BE REPORTED IN WRITING TO THE COMPANY DURING THE POLICY PERIOD OR WITHIN 60 DAYS AFTER THE END OF THE POLICY PERIOD SHOWN IN THE DECLARATIONS UNLESS AN EXTENDED REPORTING PERIOD APPLIES. CLAIM EXPENSES ARE WITHIN AND REDUCE THE LIMIT OF LIABILITY. PLEASE REVIEW THIS POLICY s CAREFULLY. , Item 1, NAMED INSURED: JENSEN/FEY ARCHITECTURE & PLANNING PS; v n KURT R JENSEN & ASSOCIATES ARCHITECTS; JENSEN/FEY ARCHITECTS PS 9 9 7 J t 3 , 7 Item 2. ADDRESS: 7730 LEARY WAY SEATTLE WA 98052 Item 3. POLICY PERIOD: FROM 05/28/2006 TO 05/28/2007 12.01 A.M. Standard Time at the address of the Named Insured as stated herein. i Item 4. LIMITS OF LIABILITY (Inclusive of claim expenses): $1,000,000 Each Claim I $2,000,000 Each Policy Period Aggregate i Item 5. DEDUCTIBLE (Inclusive of claim expenses): $15,000 Each Claim $45,000 Annual Aggregate Item 6. PREMIUM: $34,310.00 Item 7. RETROACTIVE DATE (if applicable): UNLIMITED Item 8. KNOWLEDGE DATE: 05/28/2004 AE002 Ed. 5-03 Page 1 of 2 © 2003 The St. Paul Travelers Companies, Inc. All Rights Reserved Item 9 NOTICES TO BE SENT TO: Report A Claim All Other Notices Refer to NP060 - How To Report Losses, St. Paul Fire and Marine Insurance Co. Claims, or Potential Claims To Us Professional Liability Department 111 Schilling Road Hunt Valley, MD 21031 Item 10. ENDORSEMENTS ATTACHED AT POLICY EFFECTIVE DATE: See attached Policy Forms List. (FORM # 40705) Date: Authorized Representative /On2' Jetit P1,1 Se...t v AEDD2 Ed. 5-03 Page 2 of 2 ® 2003 The St. Paul Travelers Companies, Inc. All Rights Reserved