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Bay Cities National Bank and City of RPV and RPV Redevelopment Agency (OPA) 'kJ1I : FIDELITY 6,,,,,,mmimmonnummimil ie � � �rr. .fl 1;III 1 • • • . 99. t'7'72525 WHEN RECORDED MAIL TO: RANCHO PALOS VERDES REDEVELOPMENT AGENCY 30940 Hawthorne Boulevard Rancho Palos Verdes,California 90275 Attn.:Cl<y Clerk Exempt from recording fees pursuant to Dov.Cod.Sec.6103 • 51-l4 ASSIGNMENT,ASSUMPTION AND CONSENT TO ASSIGNMENT OF CONSTRUCTION LOAN AGREEMENT,PROMISSORY NOTE,DEED OF TRUST,SECURITY AGREEMENT, CONTRACTS AND PLANS AND SPECIFICATIONS,AND OTHER AGREEMENTS &citalb A. RANCHO PALOS VERDES REDEVELOPMENT AGENCY,a Poblit body,corporate - and politic("Assignee")and the PORTUGUESE BEND CLUB HOMEOWNERS ASSOCIATION,a California corporation("Borrower"),are parties to an Owner Participation Agreement(the"OPA")dated as of March 18,1999,pursuant to which Assignee agreed to assist Borrower in the development of a sewer system on an easement on certain real property(the"Property")described in Exhibit A attached hereto and incorporated herein by this reference. • II/ B. As part of a restructuring of the transaction described in the OPA,concurrently herewith, BAY CITIES NATIONAL BANK,a national association("Assignor")and Borrower are • entering into a Construction Loan Agreement,providing for a loan of$750,000 to the Borrower to construct a sewer system on the Property. C. Assignee and Borrower desire to terminate the OPA and,in lieu thereof Assignor desires • to assign to Assignee,and Assignee desires to assume,Assignor's obligations and rights under the Construction Loan Agreement and all documents executed pursuant thereto. NOW,THEREFORE,the parties hereto agree as follows: 1. Assignee and Borrower hereby terminate the OPA. The OPA,and all documents to be executed and delivered pursuant to the OPA,arc void and of no further force or effect. 2. For value received,the Assignor hereby grants,assigns and transfers to Assignee the following: (a) All right,title and Interest under that certain Construction Loan Agreement of • even date herewith between Borrower and Assignor, . 1 concerning the improvement of a sewer system on the Property. 1111 WHEN RECORDED MAIL TO: 1111/ RANCHO PALOS VERDES REDEVELOPMENT AGENCY 30940 Hawthorne Boulevard Rancho Palos Verdes, California 90275 Attn.: City Clerk Exempt from recording fees pursuant to Gov. Cod. Sec. 6103 ASSIGNMENT,ASSUMPTION AND CONSENT TO ASSIGNMENT OF CONSTRUCTION LOAN AGREEMENT, PROMISSORY NOTE, DEED OF TRUST, SECURITY AGREEMENT, CONTRACTS AND PLANS AND SPECIFICATIONS,AND OTHER AGREEMENTS Recitals A. RANCHO PALOS VERDES REDEVELOPMENT AGENCY, a public body, corporate and politic ("Assignee")and the PORTUGUESE BEND CLUB HOMEOWNERS ASSOCIATION, a California corporation("Borrower"), are parties to an Owner Participation Agreement(the "OPA") dated as of March 18, 1999, pursuant to which Assignee agreed to assist Borrower in the development of a sewer system on an easement on certain real property(the "Property") described in Exhibit A attached hereto and 411111 incorporated herein by this reference. B. As part of a restructuring of the transaction described in the OPA, concurrently herewith, BAY CITIES NATIONAL BANK, a national association("Assignor") and Borrower are entering into a Construction Loan Agreement, providing for a loan of$750,000 to the Borrower to construct a sewer system on the Property. C. Assignee and Borrower desire to terminate the OPA and, in lieu thereof, Assignor desires to assign to Assignee,and Assignee desires to assume, Assignor's obligations and rights under the Construction Loan Agreement and all documents executed pursuant thereto. NOW, THEREFORE,the parties hereto agree as follows: 1. Assignee and Borrower hereby terminate the OPA. The OPA, and all documents to be executed and delivered pursuant to the OPA, are void and of no further force or effect. 2. For value received,the Assignor hereby grants, assigns and transfers to Assignee the following: (a) All right, title and interest under that certain Construction Loan Agreement of even date herewith between Borrower and Assignor,concerning the improvement of a sewer system on the Property. (b) All beneficial interest under that certain Deed of Trust of even date herewith executed by Borrower, as Trustor, Fidelity National Title Company, as Trustee, in favor of Assignor, as Beneficiary, and recorded concurrently herewith, affecting the Property,together with the promissory note therein described or referred to,the money due and to become due thereon with interest,the Security Agreement executed pursuant to such Construction Loan Agreement, and all rights accrued or to accrue under said Deed of Trust, said promissory note, and said Security Agreement. (c) All rights under the Assignment of Contracts and Plans and Specifications of even date herewith between Borrower and Assignor. 3. Assignee hereby assumes and agrees to perform all obligations of Assignor arising under such notes, instruments, and agreements, and agrees to indemnify, defend and hold Assignor harmless from any costs, claims, losses or liabilities arising from Assignee's failure to perform such obligations. 4. By its execution hereof, Borrower consents to the above assignments and assumptions and hereby releases Bay Cities National Bank(Assignor herein) from the obligations of the above described notes, instruments, and agreements, and agrees to attorn to and recognize the Rancho Palos Verdes Redevelopment Agency (Assignee herein) as having succeeded to all right, title and interest of Bay Cities National Bank in and to such notes, instruments and agreements. 5. In exercising and enforcing its rights under the Construction Loan Agreement, the Rancho Palos Verdes Redevelopment Agency(Assignee herein)hereby designates its Executive Director to act on its behalf, including the right to make such modifications to the Construction Loan Agreement and instruments to delivered thereunder as are reasonably required to implement its material terms. 6. For purposes of paragraph 20 of the Construction Loan Agreement, Assignee's address for notices shall be: RANCHO PALOS VERDES REDEVELOPMENT AGENCY 30940 Hawthorne Boulevard Rancho Palos Verdes, California 90275 Attn.: Executive Director -2- L:\VOL1\JAR\f864-3.jar.wpd rev. 8/12/99 • • IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of the AugustZ�, 1999 Assignor: Assignee: BAY CITIES NATIONAL BANK,a national RANCHO PALOS VERDES association REDEVELOPMENT AGENCY, a public body, corporate and politic By: ettX4(1 Cathy Allen, :ft& I___1lLiIv4l President, CEO and Secretary Cha' person Attest: , / Secretary Borrower: • PORTUGUESE BEND CLUB HOMEOWNERS ASSOCIATION, a California corporation By. 11‘" 110-04r—al President By: Al /5 Secretary 110 -2- L:\VOL1WAR\f864-3.jar.wpd rev. 8/12/99 EIT A fit L 110 SANITARY SEWER EASEMENT (LOT 81-LA) THAT PORTION OF LOT 81-LA AS PROVIDED IN THE CERTIFICATE OF COMPLIANCE RECORDED DECEMBER 12, 1986 AS INSTRUMENT NO. 86-1728234 IN THE OFFICIAL RECORDS OF TIE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: THE SOUTHWESTERLY 5.00 FEET OF SAID LOT 81-LA. DV-08/10/99 JN: 26.11 5 cat Litti 14 SANITARY SEWER EASEMENT (LOT 100) A 5.00 FOOT STRIP OF LAND BEING THAT PORTION OF LOT 100 OF L.A.C.A. MAP#64, IN THE CITY OF RANCHO PALOS VERDES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 1, PAGES 12 THROUGH 16, INCLUSIVE OF ASSESSOR'S MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, THE SIDELINE OF SAID STRIP LYING 5.00 FEET SOUTHEASTERLY MEASURED AT RIGHT ANGLES FROM THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE WESTERLY CORNER OF SAID LOT 100;THENCE NORTHEASTERLY ALONG THE NORTHWESTERLY LINE OF SAID LOT 100,NORTH 65° 14'55"EAST A DISTANCE OF 65.00 FEET,SAID SIDELINE TO BE FORESHORTENED SO AS TO TER :NATE AT THE WEST LINE OF SAID LOT 100. DV-08/10/99 IN: 26.11 5 )( id 1 EL I SANITARY SEWER EASEMENT (LOT 122-LA) THAT PORTION OF LOT 122-LA AS PROVIDED IN THE CERTIFICATE OF COMPLIANCE RECORDED JANUARY 13, 1987 AS INSTRUMENT NO. 87-48066 IN THE OFFICIAL RECORDS OF THE OFFICE OF THE COUNTY RECORDER OF THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: THE MOST NORTHWESTERLY 8.00 FEET OF SAID LOT 122-LA. E DV-08/10/99 110 JN: 26.11 5 E.012) SANITARY SEWER EASEMENT (LOT 202) A STRIP OF LAND 5.00 FEET WIDE LYING WITHIN LOT 202 OF L.A.C.A. MAP #64, IN THE CITY OF RANCHO PALOS VERDES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 1, PAGES 12 THROUGH 16 INCLUSIVE, OF ASSESSOR'S MAP, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, THE SIDELINES OF SAID STRIP BEING 2.50 FEET, MEASURED AT RIGHT ANGLES FROM THE FOLLOWING DESCRIBED CENTERLINE: BEGINNING AT THE SOUTHERLY CORNER OF LOT 83 OF SAID MAP, SAID CORNER BEING IN THE WESTERLY LINE OF SPINDRIFT ROAD (PRIVATE STREET) AS SHOWN ON SAID MAP ON A CURVE CONCAVE EASTERLY HAVING A RADIUS OF 40.00 FEET, A RADIAL LINE TO SAID CORNER BEARING NORTH 84° 41' 27" WEST; THENCE SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 36° 10' 01" FOR AN ARC DISTANCE OF 25.25 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 23° 51' 02" WEST A DISTANCE OF 30.57 FEET TO THE SOUTHERLY LINE OF SAID LOT 202, SAID SOUTHERLY LINE ALSO BEING THE NORTHERLY LINE OF SEASCAPE ROAD (PRIVATE STREET), 20.00 FEET WIDE, AS SHOWN ON SAID MAP, THE SIDELINES OF SAID STRIP SHALL BE PROLONGATED OR FORESHORTENED SO AS TO TERMINATE AT THE LINES OF SAID LOT 202. DV-08/10/99 JN: 26.11 5 , , . i , . ill 0 • State of California } 0 } County of } O ' • ,J 1 `( before m , , a otary Public, personallyappeared 7, I/i__/l.e - --,/ LMITY11. 't , personally own to me (or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s)&are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacity(ies), and that by hishherkheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. ,, IRIS F LISSOM WITNESS my hand and official seal. ,+ commissionto�a8� M-�1 �,..'ti,-�� Notary Pubic— N.---5,2 ,, os Angeles County 11 0 My Coma.Expires Feb 4,2000 (seal) - _ ,t1_,....;_,__2___, (seal) State of California } } III County of ,4416 A. ) On g , 19 99, before meg/Mai/007 D'eE4-!iglotary Public, ersonall appeare_f_d 7 p Y pp LL64) -." , personally known to me (oryrovedtome on the bas s.a satisfactory evidence)to be the person( 'whose name subscribed to the within instrument and acknow -dged to me that itetOthArexecuted the same in Nsialitheir authorized capacity(*); and that by ..0).Ise signature(grOn the instrument the person(rror the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. ...-:,,, CARO!YN J.DRENON / ;-c *.Z_ Commission# 1191887 Signature _: 7: Notary Public-California I . -uyj Los Angeles County My Comm.Expires AugI,2002 (seal) 111 -2- L:\VOL1\JAR\f864-3.jar.wpd rev. 8/12/99 0 0 State of California } 0 } County of /-� } On 3 , 19�'9', before me, 54v4 f ?.DiwAr , a Notary Public, personally appeared o,& / 1.o 1/'n sro o 1r`L.�--.1%._,. , se .: a y own to m- 'e r proved to me on the basis of satisfactory evidence)to be the personkej-whose name I.re subscribed to the within instrument and acknowledged to me that/she/thep-executed the same i 0-- /their authorized capacity(ies), and that by i /her/their signature(isron the instrument the person(;or the entity upon behalf of which the person(s)acted, executed the instrument. WITNESS my hand and official seal. --: /,... Signature a e./ (seal) 1 "` SARA FERDMAN .- y' ' T.= : Commission#1144412 z a _ ;1 NotaryPublic—California 4110 los Angeles County Z,r�jMCornmExPkesJun292Ocn • -2- L:\VOL1\JAR\f864-3.jar.wpd rev. 8/12/99