HomeMy WebLinkAboutContract 33870-CA1 CITY SECRETARY e/
CONTRACT NO.
CONSENT TO ASSIGNMENT
FOR SECURITY PURPOSES OF
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
BETWEEN CITY OF FORT WORTH AND
PRESEDIO HOTEL FORT WORTH,L.P.,
(CITY SECRETARY CONTRACT NO.33870,AS AMENDED)
This CONSENT TO ASSIGNMENT FOR SECURITY PURPOSES OF
ECONOMIC DEVELOPMENT PROGRAM AGREEMENT AND ROOM BLOCK
AGREEMENT ("Consent") Is entered into by and between the CITY OF FORT
WORTH ("City"), a home rule municipal corporation organized under the laws of the
State of Texas;and PRESIDIO HOTEL FORT WORTH,L.P.("Developer"),a Texas
limited partnership whose sole general partner is Presidio Hotel GenPar, LLC, a Texas
limited liability company; and DOUGHERTY FUNDING LLC, a Delaware limited
liability company,together with its successors,assigns and shall also be for the benefit of
any subsequent secured lender in the event the security interests of Dougherty Funding,
LLC are released(collectively,the"Lender").
RECITALS
The City, Developer and Lender hereby agree that the following statements are
true and correct and constitute the basis upon which the parties have entered into this
Consent:
A. The City and Developer previously entered into that certain Economic
Development Program Agreement and Amendment No. I thereto(executed by Developer
on October 26, 2006) (collectively, the "EDPA") and Room Block Agreement (the
"RBA")pursuant to which the City agreed to pay Developer certain Program Grants in
return for Developer's redevelopment of the Hotel located in the City at 1701 Commerce
Street, as more specifically outlined in the EDPA (the "Project"). The EDPA and the
RBA are public documents on file in the City Secretary's Office as City Secretary
Contract No.33870(with the understanding that Amendment No. I to the EDPA is to be
assigned a contract number by the City Secretary) and 33998, respectively, and shall
hereinafter sometimes be referred to collectively as the"City Agreements".
B. Section 12 of the EDPA prohibits Developer from assigning, transferring
or otherwise conveying any of its rights or obligations raider the EDPA prior to the
second anniversary of the Completion Date of the redeveloped Hotel and places other
restrictions on Developer's ability to assign the EDPA to a third party. This provision is
intended to prevent Developer from simply redeveloping the Hotel and then voluntarily
selling,or"flipping",the Hotel Property without operating the Hotel in good faith and at
a standard required to achieve the Minimum Star Rating in accordance with the EDPA_
Page I
Consent OFFICIAL
Conscnl to Assignment of Development Agreement for Security Purposes RECORD
with Presidio f Wei Fon Wonh.LP.and Dougherty Funding,LLC
CITY SECRETARY
FT. WORTH, TX
EXHIBIT
V
C Developer wishes to obtain a loan from Lender in order to finance the
acquisition of the Hotel Property. As security for such loan.Lender has requested that,in
addition to certain agreements between Developer and Lender(the"Loan Documents')
Developer assign,transfer and convey to Lender,and to grant a security interest in,all of
Developer's rights, interest in and to the City Agreements until such time as Developer
has frilly satisfied all duties and obligations set forth in that certain agreement between
Developer and Lender governing the loan,all as more specifically set forth in that certain
Assignment of Economic Program Agreement for Security Purposes between Developer
and Lender attached hereto as Exhibit"A"(the"Security Agreement").
D. Notwithstanding anything to the contrary in the City Agreements,the City
is willing to consent to such an assignment specifically in accordance with the terms and
conditions of this Consent.
AGREEMENT
I. The City,Developer and Lender hereby agree that the recitals set forth above are
true and correct and form the basis upon which the City has entered into this Consent.
2. The City hereby consents to Developer's assignment, transfer and conveyance to
Lender, and the granting to Lender of a security interest in, the City Agreements solely
for the purposes outlined in the Security Agreement and other Loan Documents.
Notwithstanding such consent, the City does not adopt, ratify or approve any of the
particular provisions of the Security Agreement or other Loan Documents and, unless
specifically acknowledged by the City in this Consent, does not grant any right or
privilege to Lender or any assignee or successor in interest thereto that is different from
or more extensive than any right or privilege granted to Developer under the EDPA.
3. In the event that the City is required by the City Agreements,or either of them,to
provide any kind of written notice to Developer,including notice of breach or default by
Developer,the City shall also provide a copy of such written notice to Lender,addressed
to the following, or such other party or address as Lender designates in writing, by
terrified mail,postage prepaid,or by hand delivery:
Dougherty Funding,LLC
90 South Seventh Street,Suite 4400
Minneapolis,MN 55402-4115
Phone(612)673-0584
Page 2
Conant to Assignment of Dcvelopmcnt Agreement for security Purposes
wish I'midio Hotel Fort Wonh,L.P.and Dougherty Funding,LLC
With copies to:
Dougherty Funding,LLC
Attw John L.Greisen
171 Saxony Road,Suite 106
Encinitas,CA 92024
Phone: (760)479-3581
and
Rutan&Tucker,LLP
Attn: Martin W.Taylor
611 Anton Boulevard,Suite 1400
Costa Mesa,CA 92626
or such other address as Lender may advise City from time to time.
4. If Developer fails to cure any default under the EDPA or the Room Block
Agreement, other than a default arising under Section 8.2 of the EDPA,the City agrees
that Lender, its agents or designees shall have an additional thirty(30)calendar days or
such greater time as may specifically be provided under the EDPA or the Room Block
Agreement to perform any of the obligations or requirements of Developer imposed by
the EDPA and that the City will accept Lender's performance the same as if Developer
had performed such obligations or requirements; provided, however, that in the event
such default cannot be cured within that time,Lender,its agents or designees,shall have
such additional time as may be reasonably necessary if within such time period, Lender
has commenced and is diligently pursuing the remedies to cure such default(including,
but not limited to, commencement of foreclosure proceedings if necessary to effect such
cure). If a default arises under Section 8.2 of the EDPA,Lender shall have no additional
time to cure such default, except as may be agreed to by the City in its reasonable
discretion.
5. If at any time Lender wishes to foreclose its security interest in the City
Agreements, Lender shall first notify the City in writing that it intends to assume the City
Agreements(an"Assumption Notice").Lender shall in the Assumption Notice represent
and warrant that it has the right to exercise its security interest under its Loan Documents
with Developer.Lender shall copy Borrower on the Assumption Notice and deliver such
notice to Borrower by both first class and certified mail return receipt concurrent with its
transmittal of the Assumption Notice to the City and represent in the Assumption Notice
that it has done so. The City shall within a reasonable time thereafter(but not to exceed
90 days)thereafter recognize Lender(or other person acquiring Lender's interest,subject
to the conditions below), as the"Developer" under the City Agreements,with all of the
rights and privileges thereunder,with the same force and effect as if such person were the
Developer under the City Agreements, and the City agrees to promptly prepare for
execution the written agreement described in subsection (ii) above. Notwithstanding
Page 3
Consent to Assignment orDevelopment Agreement for security Purposes
with Presidio Hotel Fort Worth,L.P.and Dougherty Funding,LLC
anything to the contrary in the Security Agreement or other Loan Documents, or any
statements in an Assumption Notice, Lender shall have no right to assign, tratufer or
convey any of its rights or interests in the EDPA to any other party without the City's
written consent,which shall not be unreasonably withheld or delayed,conditioned on(i)
a finding by the City Council that the proposed assignee or successor will operate and
market the Hotel under a First Tier Flag brand name and is financially capable of
operating the Hotel in compliance with the Minimum Star Rating and(ii)prior execution
by the proposed assignee or successor of a written agreement with the City under which
the proposed assignee or successor agrees to assume all covenants and obligations of
Developer under the EDPA
6. (a) There are no other agreements in existence between the City and
Developer other than the EDPA and the Room Block Agreement with respect to the
matters which are the subject of such agreements.
(b) Developer executed Amendment No. 1 to the EDPA on October 26,2006
and the City intends to execute such Amendment No. 1. Otherwise,the EDPA has not
been altered, amended or modified since the date of its original execution, and is
presently in full force and effect.
(e) As of the date of execution of this Consent,neither the City nor Developer
is in default under the terms,conditions,covenants and obligations of the EDPA.
(d) During the term of the Loan (as defined in the Security Agreement),
Developer will not request or consent to an amendment to the EDPA without the prior
written consent of Lender,which consent shall not be unreasonably withheld or delayed.
(e) ' Notwithstanding anything to the contrary herein, Lender shall not be
subject to any liability or obligation under the EDPA unless Lender has provided the City
with an Assumption Notice,in which case Lender shall not(i)be liable for any default of
Developer under the EDPA that occurred prior to the date of the Assumption Notice
(with the specific understanding that the City shall have the right to deny consent for
Lender to assign its rights and interests in the EDPA to a third party unless the third party
agrees to cure any non-monetary default within the time periods set forth in Section 4
above,which time periods shall commence upon transfer of title to the Hotel to such third
party),or (ii) be bound by any amendment or modification to the EDPA made without
Lender's consent.
7. In the event of any conflict between this Consent and the EDPA, this Consent
shall control. In the event of any conflict between this Consent and the Security
Agreement or any other Loan Documents,this Consent shall control.
8. This Consent may not be amended or modified except by a written agreement
executed by all of the parties hereto. Developer and Lender covenant and agree that they
will not amend the Security Agreement or other Loan Documents, or assign any rights
and/or obligations thereunder,without the prior written consent of the City.
Page J
Consent to Assignment or Development Agreement for Security Purposes
with Presidio Hotel Fon Worth,L.P.and Dougherty Funding,LLC
9. This Consent shall be construed in accordance with the laws of the State of Texas.
Venue for any action arising under the provisions of this Consent shall lie in state courts
located in Tarrant County, Texas or in the United States District Court for the Northern
District of Texas,Fort Worth Division.
10. Capitalized terms used but not specifically defined in this Consent shall have the
meanings ascribed to them in the EDPA.
11. This written instrument contains the entire understanding and agreement between
the City, Developer and Lender as to the matters contained herein. Any prior or
contemporaneous oral or written agreement concerning such matters is hereby declared
null and void to the extent in conflict with this Consent.
12. Any subsequent Lender shall execute a consent form similar in content to this
Consent form and provide the City with a copy of an Assignment of Developer's rights in
the City Agreements as a condition of its rights to an Assignment of the City Agreements.
EXECUTED as of the last date indicated below:
CITY OF FORT WORTH: APPROVED AS TO FORM
AND LEGALITY:
By: By: -
Dale Fisseler Peter Vaky 67
Assistant City Mana er Assistant City Attorney
Date: / 06 Date: /2^/9-04
FO 141�
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Mary J. City Secretary q4 � p
P°g`3 OFFICIAL RECORD
Consent to Assignment of Development Agreement for Sc�vriry Purposes
with Presidio Hotel Fort Worth,L.P.and Dougherty Funding,LLC CITY SECRETARY
FT. WORTH, TX
PREMIO HOTEL FORT WORTH,
L.P.,a Texas h •ted partnership:
By: Presidi otel GcnPar,LLC,a
Texas 1' 'te liability company:
By:
Na�•. t a�6r
Date: D
DOUGHERTY FUNDING LLC,a
Delaware limited liability company:
By:
Nance:
Title:
Date:
Page 6 OFFICIAL RECORD
Consent to Assignment of Development Agreement for Security Purposes CITY SECRETARY
with Presidio Hotel Fort Worth,L.P.and Dougherty Funding,LLC
FT.WORTH,TX
PRESIDIO HOTEL FORT WORTH,
L-P_,a Texas limited partnership:
By: Presidio Hotel GenPar,LLC,a
Texas limited liability company:
By:
Marne:
Title:
Date:
DOUGHERTY FUNDING LLC,a
Delaw7 limited liility company.
By:
Name: C.. re�cer.
Title: 5 U to
Date:
Page 6 OFFICIAL RECORD
Consent to Assignmcni of Derclopment Agreement For Security Purposes
with Presidio Hotel Fort Worth,L-P.and Dougherty Funding,LLC CITY SECRETARY
FT. WORTH, TX
EXHIDIT"A"
SECURITY AGREEMENT
Consent to Assignment of Development Agreement for Security Purposes
with Presidio Hotel Fort Worth,L.P.and Dougherty Funding,LLC
After Recording Return to:
Rutan &Tucker,LLP
611 Anton Boulevard,Suite 1400
Costa Mesa, California 92626
Attn: Martin W.Taylor,Esq.
(Space Above for Recorder's Use)
ASSIGNMENT OF ECONOMIC DEVELOPMENT PROGRAM AGREEMENT FOR
SECURITY PURPOSES
THIS ASSIGNMENT OF ECONOMIC DEVELOPMENT PROGRAM AGREEMENT
FOR SECURITY PURPOSES (this"Assignment") is made as of March 16, 2007 by PRESIDIO
HOTEL FORT WORTH, LP, a Texas limited partnership ("Borrower" or "Assignor', for the
benefit of DOUGHERTY FUNDING LLC, a Delaware limited liability company(the"Lender'.
RECITALS
A. Assignor (as Borrower) has requested and Lender has agreed to provide a
construction loan (the "Loan's to Assignor (as Borrower), pursuant to the terms and conditions
of that certain Loan Agreement of even date herewith by and among Assignor(as Borrower) and
Lender (including any amendments or supplements thereto, the "Loan Agreement"). The Loan
is further evidenced by those certain Promissory Notes Secured by Deed of Trust of even date
herewith in the aggregate maximum principal amount of $38,975,000.00, each executed by
Assignor(as Borrower) and payable to the order of Lender(collectively, the "Note"). The Loan
is secured by, among other things, that certain Construction Deed of Trust and Fixture Filing
(With Assignment of Rents and Security Agreement)of even date herewith to be recorded in the
Recorder's Office of the County of Tarrant, Texas concurrently with the recording of this
Assignment at substantially the same time (the "Deed of Trust"). The Deed of Trust encumbers
the real and personal property located in Tarrant County, State of Texas, as more particularly
described in Exhibit "A" attached hereto (collectively, the "Property"). Each capitalized term
used herein and not otherwise defined shall have the meaning given to such terms in the Loan
Agreement.
B. On or about August 14, 2006, Presidio Hotel Fort Worth, LP ("Presidio") entered
into an Economic Development Program Agreement (as amended by that certain Amendment
No. I to Economic Development Program Agreement executed by Presidio on October 26,2006)
and that certain Room Block Agreement (collectively, as amended from time to time, known as
the "Rebate Agreement") with the City of Fort Worth (the "Qty") with respect to, among other
things, the agreement by the City to rebate a portion of the City's occupancy tax to Borrower in
consideration for, among other things,Borrower's renovation of the Property.
22441'023 954-0010
739595
C. As a condition of extending the Loan, Lender has required Assignor, and
Assignor desires, to assign to Lender all of its right, title and interest in the Rebate Agreement,
and Assignor has entered into this Assignment for that purpose.
D. The Loan Agreement, the Note, the Deed of Trust, this Assignment, and any and
all other instruments and documents evidencing, securing, or perfecting the Loan or otherwise
executed in connection therewith, together with all amendments, modifications, supplements,
extensions, replacements, and substitutions thereof, are collectively referred to as the "Loan
Documents."
AGREEMENT
NOW, THEREFORE, with reference to the foregoing Recitals, all of which are true and
correct,and incorporated herein by this reference, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, Assignor hereby covenants and
agrees as follows:
1. ASSIGNMENT.
1.1 Assignment of the Rebate Agreement. As security for the payment and
performance of all obligations of Assignor to Lender now existing or hereafter incurred,matured
or unmatured, direct or contingent, including any extensions or renewals thereof, under the Loan
Agreement, the Note, and all other Loan Documents, Assignor hereby assigns, transfers, and
conveys to Lender, and grants to Lender a security interest in, all of Assignor's rights, interest,
and title in and to the Rebate Agreement.
1.2 Attorney-in-Fact to Demand and Receive Performance. During the term of this
Assignment, Assignor, irrevocably designates and appoints Lender as Assignor's attorney-in-
fact, and assigns to Lender the right to demand and receive any and all performance or payments
due and owing under the Rebate Agreement. However, so long as Borrower is not in default
under the Loan,Lender grants back to Assignor a license to demand.and receive all performance
due and owing thereunder.
1.3 Lender Not Obligated. Notwithstanding this Assignment and designation of
Lender as Assignor's attorney-in-fact to demand performance under the Rebate Agreement,
Assignor shall remain fully responsible and obligated to fulfill and perform all of the conditions
of the Rebate Agreement assigned hereby, and no obligations contained in the Rebate Agreement
shall be imposed upon Lender as a result hereof unless and until Lender exercises the assigned
rights.
1.4 Financing Statement. Assignor hereby acknowledges that Lender has the right, at
Lender's option, to file a financing statement to perfect the security interest created hereby.
Assignor shall from time to time upon the request of Lender execute all instruments of further
assurance and any other instruments that Lender may reasonably specify in order to confirm this
assignment and the intent of the parties hereunder. Assignor shall, upon Lender's request, also
provide timely notice of this Assignment to each of the parties under the Rebate Agreement.
2244/073954-0010
739595 -2-
2. RIGHTS ON DEFAULT.
2.1 Exercise of Assignor's Rights. Assignor shall promptly obtain any and all
consents required to enable Lender to exercise any and all rights under the Rebate Agreement,
including, but not limited to, a Consent and Estoppel to this Assignment from the City in a form
acceptable to Lender in its sole and absolute discretion. Upon an Event of Default by Borrower
under any of the Loan Documents: (a) The license granted to Assignor under Section 1.2 shall
immediately and automatically terminate; (b) Lender shall have the right to exercise any and all
of Assignor's rights and remedies under the Rebate Agreement; and (c) Lender shall have the
right to notify and require any party obligated to Assignor thereunder to render all performance
directly to and for the benefit of Lender.
2.2 Other Remedies. In addition, upon such default, Lender shall have all rights
under the Texas Uniform Commercial Code or other applicable law to foreclose its security
interest in the Rebate Agreement, including but not limited to the right subject to the terms and
conditions of the Rebate Agreement to sell Assignor's rights assigned hereunder, or any of them,
at private sale and the right to assume such rights Lender may exercise any other remedy
available to Lender under any of the Loan Documents or under applicable law.
3. ASSIGNOR'S REPRESENTATIONS AND WARRANTIES. Assignor represents and
warrants to Lender that: (i) the Rebate Agreement is in full force and effect and has not been
amended, modified or terminated; (ii) no previous assignment, sale, pledge, encumbrance or
other transfer of Assignor's interest in the Rebate Agreement has been made; (iii) Assignor is
authorized to execute, deliver and perform this Assignment; and (iv) the execution, delivery and
performance of this Assignment by Assignor will not result in a default under the Rebate
Agreement or any other agreement to which Assignor is a party.
4. ASSIGNOR'S COVENANTS:PRESERVATION OF SECURITY.
4.1 No Default or Modification. So long as this Assignment is in effect, Assignor
shall make all payments and perform all obligations under the Rebate Agreement, necessary to
keep the Rebate Agreement in effect and shall not enter into any agreement assigning, pledging,
encumbering, subordinating, amending, modifying, terminating, or waiving or releasing any of
its rights under the Rebate Agreement without Lender's prior consent thereto in writing, and any
attempted subordination, amendment, modification, or termination of the Rebate Agreement
without such consent shall not be binding upon the Lender.
4.2 Right to Cure Assio or's Defaults. Should Assignor fail to comply with
Section 4.1 hereof at any time that an Event of Default shall have occurred, Lender may pay,
perforin or observe any obligation of Assignor under the Rebate Agreement.
4.3 Notice of Default. Assignor covenants and agrees that it will (a) deliver to Lender
within one (1) business day of its receipt, a copy of any notice of default, notice of termination,
or any other notice of default with respect to the Rebate Agreement,that Assignor receives from
the City and (b) notify Lender of any default, event of default or any event which, with the
giving of notice or the passage of time or both, would constitute a default or event of default on
the part of Assignor under the Rebate Agreement.
2240023834-0010
739595 -3-
5. NOTICES. All notices and communications hereunder shall be in writing and shall be
given to Assignor and/or Lender in the manner as provided in the Loan Agreement.
6. RELEASE AND TERMINATION OF ASSIGNMENT. Upon satisfaction by Borrower
of all obligations to Lender under the Loan Agreement, Lender shall terminate this Assignment
and release Assignor from its obligations under this Assignment.
7. MISCELLANEOUS.
7.1 In the event of any default under this Assignment, Assignor agrees to pay all of
Lender's reasonably incurred costs of enforcing this Assignment and collection and enforcement
of performance of any obligation under the Rebate Agreement, including but not limited to
reasonable attorneys' fees and out-of-pocket expenses.
7.2 The laws of the State of Texas shall govern the construction of this Assignment
and the rights and obligations of the parties hereto.
7.3 No modification, amendment, discharge or change of this Assignment shall be
valid unless the same is in writing and signed by the parties hereto.
7.4 This Assignment shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.
7.5 Time is of the essence of this Assignment.
(Signature Page Follows]
2244/023854-0010
739595 '4-
EXECUTED as of the day and year first above written.
ASSIGNOR:
PRESIDIO HOTEL FORT WORTH,LP,
a Texas limited partnership
By: Presidio Hotel GenPar,LLC,
a Texas limited liability company,
its General Partner
By:
Sushil Patel,Manager
22.41023954-0010 Signature Page to Assignment of
739595 Economic Development Program Agreement
STATE OF CALIFORNIA )
ss.
COUNTY OF )
On , before me, , Notary Public,
personally appeared ,
personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s)is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s)
acted,executed the instrument.
Witness my hand and official seal.
Notary Public
(SEAL]
2244/023954-0010 Notary Acknowledgment to Assigtlmcni of
739595 Economic Program Agreement
. t
EXIIIBIT"A"
Legal Description
Real property in the City of Fort Worth,County of Tarrant,State of Texas,described as follows:
TRACT 1:
Being a tract of land situated in Ft. Worth, Tarrant County, Texas, and being all of Block D-I-R, a
resubdivision of Block D-I, Daggett's Addition,an addition to the City of Ft. Worth, Texas,according to
the Plat recorded in Volume 388-81 on Page 28 of the Tarrant County Deed Records and being more
particularly described as follows:
BEGINNING at the intersection of the South Line of 15th Street (60' R.O.W.) with the West Line of
Calhoun Street(60'R.O.W.);
THENCE, South 30 degrees 00 minutes 00 seconds East,a distance of 460.00 feet with the West line of
Calhoun Street (60'R.O.W.) to a point for corner, said point being the intersection of the West Line of
Calhoun Street (60' R.O.W) with the North Line of East Lancaster Avenue (17th Street) (Variable
R.O.W.);
THENCE, South 60 degrees 00 minutes 00 seconds West,a distance of 100.00'along said North Line of
East Lancaster Avenue (17th Street)(Variable R.O.W.)to the beginning of a curve to the right,said curve
having a central angle of 10 degrees 51 minutes 01 seconds and a radius of 445.26;
THENCE, along the arc of said Southwesterly curve, a distance of 84.32' to the beginning of a curve to
the right,said curve having a central angle of 79 degrees 00 minutes 39 degrees and a radius of 20.00;
THENCE, along the arc of said Northwesterly curve, a distance of 27.58 feet to a point for corner, said
point being the intersection of the East line of Commerce Street(80'R.O.W.) with the North line of East
Lancaster Avenue(17th Street)(Variable R.O.W.);
THENCE, North 30 degrees 00 minutes 00 seconds West, a distance of 432.41' with the East line of
Commerce Street (80' R.O.W.) to a point for comer, said point being the intersection of the East line of
Commerce Street(80'R.O.W.) with the South line of 15th Street(60'R.O.W.);
THENCE, North 60 degrees 00 minutes 00 seconds East, a distance of 200.00' along said South line of
15th Street(60'R.O.W.)back to the PLACE OF BEGINNING and containing 2.102 acres(91,572 Sq.Ft.)
of land.
TRACT 2:
Exclusive easement interest appurtenant to Tract 1 created pursuant to that certain Parking Easement and
Temporary Staging Agreement dated as of February 28, 2006, granted by PHFW, LP, and recorded as
Document Number 206057958 of the Real Property Records of Tarrant County,Texas.
EXHIBIT"A"
TO ASSIGNMENT OF ECONOMIC PROGRAM
2244,'02739595,85,SIO AGREEMENT