HomeMy WebLinkAboutReso RDA 3-1998 RESOLUTION NO. 3-98
REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO
STATE OF CALIFORNIA
A RESOLUTION APPROVING THE LOAN AGREEMENT FOR THE
DEVELOPMENT OF GREENRIDGE AFFORDABLE HOUSING
BETWEEN THE REDEVELOPMENT AGENCY AND MID-PENINSULA
HOUSING COAl ITION
WHEREAS, the Greenridge Project will consist of 34 new units of affordable multi-family rental
housing on the northwesterly 2.58 acres located at 1450 El Camino Real; and
WHEREAS, total project costs, excluding land are approximately $5.6 million; and
WHEREAS, Mid-Peninsula Housing Coalition has requested a loan of $940,000 to assist in the
redevelopment of the project.
NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency of the City of South San
Francisco that it hereby approves the Loan Agreement attached hereto as Exhibit A, for the development of
Greenridge affordable housing between the Redevelopment Agency and Greenridge Associates, a California
limited partnership and a wholly controlled subsidiary of Mid-Peninsula Housing Coalition in an amount not to
exceed $940,000.
BE IT FURTHER RESOLVED, that the Agency hereby approves the "Regulatory Agreement and
Declaration of Restrictive Covenants" between the Agency and Greenridge Associates.
BE IT FURTHER RESOLVED, that the Executive Director is hereby authorized to execute the Loan
Agreement, the Regulatory Agreement and the Promissory Note and is directed to prepare and execute the Deed
of Trust securing the loan, subject to review and approving by the Agency Council.
I hereby certify that the foregoing Resolution was regularly introduced and adopted by the
Redevelopment Agency of the City of South San Francisco at a rog~J 1 a rmeeting held on the ~ day of ~
Feb., 1998 by the following vote:
AYES: Boardmembers James L. Datzman, Joseph A. Fernekes, John R.
~na, Karyl_Matsumoto and Chairman Eugene R. Mu!lin
NOES: Nono
ABSTAIN: None
ABSENT: Nnno
A:\GREENRID.RDA
EXHIBIT A TO RESOLUTION NO. 3-98
LOAN AGREEMENT
for development of
Greenridge Affordable Housing
Dated: , 1998
By and Between the
Redevelopment Agency of the
City of South San Francisco,
a public body, corporate and politic
and
Green_ridge Associates,
a California Limited Parmership
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LOAN AGREEMENT
THIS LOAN AGREEMENT (the "Agreement") is entered into this day of
, 1998, between the REDEVELOPMENT AGENCY OF THE CITY OF SOUTH
SAN FRANCISCO, a public body corporate and politic ("Agency"), and GREENRIDGE
ASSOCIATES, a California Limited Partnership ("Developer").
WHEREAS, Agency is authorized pursuant to California Community Redevelopment
Law (Health and Safety Code, Section 33000 et seq.), and desires to distribute monies from
its Tax Increment Low and Moderate Income Housing Fund to certain nonprofit corporations
for the specific and special purpose of increasing and maintaining the housing stock in the
City of South San Francisco for very low- and low-income persons; and
WHEREAS, Developer, whose managing general partner, Mid-Peninsula Greenridge,
Inc. is a nonprofit corporation that is wholly-controlled by Mid-Peninsula Housing Coalition,
intends to acquire certain real property consisting of approximately 2.6 acres located on E1
Camino Real in the City of South San Francisco, as more particularly described in
Attachment 1 (the "Site") and construct thereon a 34-unit multi-family rental development for
low- and very low-income households (the "Project") in accordance with the terms of this
Agreement; and
WHEREAS, Agency has agreed to advance funding in the amount set forth in this
Agreement so that Developer can develop the Project as affordable housing.
NOW THEREFORE, in consideration of the mutual promises and covenants set forth
in this Agreement, the parties agree as follows:
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ARTICLE ONE
Definitions
1.1 "Agreement" shall mean this Agreement.
1.2 "Agreement Date" shall mean the date fa'st above-written.
1.3 "Agency" shall mean the Redevelopment Agency of the City of South San
Francisco, a public body corporate and politic.
1.4 "City" shall mean the City of South San Francisco, chartered under the laws
of the State of California.
1.5 "Covenants" shall mean the Regulatory Agreement and Declaration of
Restrictive Covenants to be entered into between the Agency and Developer, setting forth the
affordability restrictions and to be recorded against the Project.
1.7 "Deed of Trust" shall mean the deed of trust granting the Agency lien on the
Site to secure Developer's performance under the Note, this Agreement and the Covenants.
1.8 "Developer" shall mean Greenridge Associates, a California Limited
Partnership or its assignee.
1.9 "Escrow Agent" shall mean Old Republic Title Company, located in Redwood
City, California.
1.10 "Note" shall mean the promissory note which equals the original principal
amount of the Loan Amount.
1.11 "Project" shall mean the 34-units of multi-family rental housing to be developed
substantially in accordance with the architecturaI drawings prepared by Pyatok Associates,
dated April and May, 1997.
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1.12 "Qualifying Tenant" shall mean low and very low-income households as
described in Section 4.2 of this Agreement.
1.13 "Site" shall mean the property described in Attachment 1 of this Agreement,
including the improvements thereon.
1.14 "Term" shall mean the Term of this Agreement, as specified in Section 3.1.
ARTICLE TWO
Disbursement of Funds
2.1 The Agency agrees to loan to Developer the total amount of NINE
HUNDRED FORTY AND 00/100 DOLLARS ($940,000) (the "Loan Amount") for the
purposes set forth in Section 2.2 of this Agreement. Said amount shall be disbursed
according to the terms and subject to the conditions set forth in this Agreement.
2.2 Developer shall use the funds loaned pursuant to this Agreement to develop
and construct the Project on the Site in accordance with the provisions of this Agreement and
with the development budget attached hereto as Attachment 2 and incorporated herein by
reference, which budget has been approved by the Agency. Any material modification shall
be subject to the approval of the Agency, which approval shall not be unreasonably withheld.
Said units shall be occupied in accordance with the affordability restrictions set forth in the
Covenants.
ARTICLE THREE
Loan Requirements
3.1 Term. This Agreement is for a Term commencing on the date of this Agreement
and continuing until the fortieth anniversary of the date of this Agreement, regardless of any
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sale, assignment, transfer or conveyance of the Project, unless extended by the mutual consent
of the parties.
3.2 The Loan Amount shall be evidenced by a promissory note (the "Note") in the
amount described in Section 2.1 above and in the form of Attachment attached hereto. The
Note shall be secured by a Deed of Trust in the form of Attachment w attached hereto. The
parties hereby agree that the Note will bear simple interest of three percent (3%) per annum.
The Note shall be repaid pursuant to the terms thereof.
If the Developer commits any breach of the Agreement during its Term, after the expiration of
applicable cure periods, the entire Loan Amount advanced, together with interest, as provided
in Paragraph 8.5, shall, at the option of the Agency become immediately due and payable.
3.3 The Agency's obligation to be bound under this Agreement is expressly subject
to the following conditions. In the event that Developer does not comply with the conditions
of this Paragraph by December 31, 1999, the Agency may declare this Agreement to be null and
void. The following are conditions to the Agency's disbursement of the Loan Amount:
(a) Developer shall provide the Agency with a resolution expressly authorizing the
execution of this Agreement.
Co) Developer shall deliver to the Agency a copy of insurance policies described in
Article 6 which name the Agency as additional insured.
(c) Developer shall deliver evidence of a tax credit reservation from the California
Tax Credit Allocation Committee.
(d) Developer shall execute and Escrow Agent shall deliver to the Agency the Note
in substantially the form attached as Attachment m.
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(e) Developer shall execute the Deed of Trust securing the Note, in substamially the
form attached as Attachment _.
(f) Developer shall execute the Covenants in substantially the form attached as
Attachment __.
(g) After recordation of the Deed of Trust, Escrow Agent shall issue an American
Land Title Association (ALTA) policy of mortgage title insurance in the original
principal amount of the Note. Said policy shall (1) show fee title to the Site
vested in Developer; (2) insure the Agency as beneficiary under the Deeds of
Trust; and (3) show title to subject only those exceptions to title listed as ,
and shown on the preliminary title report dated , issued by
(h) Developer shall have obtained a commitment for a construction loan in an amount
sufficient, when combined with the Loan Amount, to cover all hard and soft
construction costs shown in the Project budget approved by the Agency.
3.4 (a) The Agency shall disburse the emire Loan Amount to Wells Fargo Bank (or
such other construction lender selected by Developer) which shall be responsible
for the monthly disbursement requests submitted by Developer provided the Bank
provides the Agency with monthly reports regarding the draws on the Loan. The
Bank's disbursement plan will be subject to the approval of the Agency, which
approval shall not be unreasonably withheld.
(b) Developer shall prepare the budget referred to in Section 2.2 based on the
approved plans and specifications for the Project.
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-- (c) Developer shall submit to the Agency any single change or changes in the
aggregate that will cause an increase or decrease of more than 10% in the value
of the Project or that will require additional funds from the Agency.
3.5 Developer shall name the Agency as an additional insured on all policies of
insurance required under the terms of other financing.
3.6 Except for (a) leases with tenants in the ordinary course of business, (b) transfer
of a Ninety-Nine and Ninety Nine Hundredths Percent (99.99%) limited parmership interest to
a limited partner investor, or (c) exercise of an option to acquire the Project from the Developer
by Mid-Peninsula Housing Coalition or a wholly-controlled affiliate thereof, Developer shall not
cause or permit any voluntary transfer, assignment or encumbrance of its interest in the Project
or the Site, or lease or permit a sublease on all or any part of the Project without first obtaining
the Agency's written consent. Any transfer, assignment, encumbrance, or lease without the
Agency's written consent shall be voidable and, at the Agency's election, shall constitute a
breach of this Agreement. No consent to any assignment, encumbrance or lease shall constitute
a consent to any subsequent assignment, encumbrance or lease, or a waiver of any of the
Agency's rights under this Agreement.
3.7 After completion of construction of the 'Project, Developer shall at all times
maintain in full force and effect all state and local licenses required to operate the Project in
accordance with this Agreement.
3.8 Developer understands and agrees that it will be monitored by the Agency from time
to time to assure compliance with all terms and conditions in this Agreement, and all applicable
local, state and federal laws, regulations and promulgated policies. Developer agrees to use its
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best efforts to cooperate with said monitoring, and to ensure full access to necessary
information.
3.9 The Agency agrees to subordinate the Deed of Trust and the Covenants securing the
Note to the lien of a construction loan in an amount not to exceed $4 million, the lien of a
bridge loan in an amount not to exceed $ , and the lien of a permanent loan(s) in an
amount not to exceed $1.2 million, subject to the Agency's approval of the lenders' loan
documents, which approval shall not be um'easonably withheld.
ARTICLE FOUR
General Provisions
4.1 Nothing contained in this Agreement, nor any act of the Agency, shall be
interpreted or construed as creating the relationship of third party beneficiary, limited or general
partnership, joint venture, employer or employee, or principal and agent between Agency and
Developer or Developer's agents, employees or contractors. Developer shall at all times be
deemed an independent contractor and shall be wholly responsible for the manner in which it
or its agents, or both, perform the services required of it by the terms of this Agreement for the
development of the Project. Developer has and hereby retains the right to exercise full control
of employment, direction, compensation and discharge of all persons assisting in the
performance of services hereunder. In regard to the acquisition of the Site, Developer
acknowledges and agrees to be solely responsible for all matters relating to payment of its
employees, including compliance with Social Security, withholding and all other laws and
regulations governing such matters, and shall include requirements in each contract that
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contractors shall be solely responsible for similar matters relating to their employees. Developer
agrees to be solely responsible for its own acts and those of its agents and employees.
4.2 Nothing contained in this Agreement shall create or justify any claim against the
Agency by any person Developer may have employed or with whom Developer may have
contracted relative to the purchase of materials, supplies or equipment, or the furnishing or the
performance of any work or services with respect to the acquisition and development of the Site,
and Developer shall include similar requirements in any contracts entered into for the
development of the Site.
4.3 This Agreement and the Attachments to it incorporate the terms of all agreements
made by the Agency and Developer with regard to the subject matter of this Agreement. No
alteration or variation of the terms of this Agreement shall be valid unless made in writing and
signed by the parties hereto. No oral understandings or agreements not incorporated herein shall
be binding on the Agency or Developer.
4.4 The Agency's sole obligation tinder this Agreement is limited to the provision of
funds as described in Paragraph 2.1 of this Agreement, up to the Loan Amount. Under no
circumstances, including breach of this Agreement, shall the Agency be liable to the Developer
for any special or consequential damages arising out of actions or failure to act by the Agency
in connection with this Agreement.
4.5 Developer shall take all responsibility for its work, shall bear all losses and
damages directly resulting to it, to any of its contractors or subcontractors, and to the Agency
its officers, representatives, agents and employees of any act, error or omission of the Developer
in the performance of this Agreement.
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.... 4.6 (a) Developer warrants that it has not, and will not execute any other
agreement(s) with provisions contradictory or in opposition to the provisions hereof, and that,
in any evem, this Agreement is paramoum and controlling as to the rights and obligations set
forth herein and supersedes any other agreements in conflict therewith.
(b) Section (a) notwithstanding, any provision in this Agreement in conflict
with any federal, state or local statute or regulation shall be interpreted subject to said statute
or regulation.
4.7 Developer covenants for itself and its successors and assigns that this Loan is
accepted upon the condition that there shall be no discrimination against or segregation of any
person or group of persons on account of race, color, creed, religion, sex, marital stares, sexual
preference, national origin, or ancestry in the work performed pursuant to this loan.
4.8 The Agency hereby approves Mid-Peninsula Housing Management Corporation
("Manager") as the property manager of the Project. Any change in the property manager shall
require the consent of the Agency which shall not be unreasonably withheld.
4.9 Developer shall cause the Manager to prepare a marketing and tenam selection
plan ("Marketing Plan") which plan shall require the approval of the Agency, which approval
shall not be unreasonably withheld. The Developer covenants and agrees not to commence
occupancy of the Project until the Agency has approved the Marketing Plan. If the Agency has
not approved the Marketing Plan within thirty (30) days of submission to the Agency and has
not set forth in writing the grounds for its disapproval, the Marketing plan shall be deemed to
be approved.
ARTICLE FIVE
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-- Insurance. Fidelity Bond and Indemnity
5.1 Insurance Requirements for Developer
A. Developer shall procure and maintain for the duration of this Agreement
insurance against claims for injuries to persons or damages to property
which may arise from or in connection with the performance of the work
hereunder by the Developer, its agents, representatives, employees or
subcontractors.
B. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office form number GL 0002 (ed. 1/73)
covering Comprehensive General Liability and Insurance Services
Office number GL 0404 covering Broad Form Comprehensive
General Liability; or Insurance Services Office Commercial
General Liability coverage ("occurrence" form CG 0001).
2. Insurance Services Office form number CA 0001 (ed. 1/87)
covering Automobile Liability, code 1 "any auto" and endorsement
CA 0025.
3. Workers' Compensation insurance to the extent required by law.
4. Property Insurance against all risks of direct physical loss to the
Project during the course of construction and following completion
of construction, which insurance shall not include earthquake
coverage.
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- C. Minimum Limits of Insurance
Coverage shall maintain limits no less than:
1. General Liability: $1,000,000 combined single limit per
occurrence for bodily injury, personal injury and property damage.
If Commercial General Liability Insurance or other form with a
general aggregate limit shall apply separately to this
project/location or the general aggregate limit shall be twice the
required occurrence limit.
2. Automobile Liability: $1,000,000 combined single limit per
accident for bodily injury and property damage.
3. Workers' Compensation and Employers Liability: Workers'
Compensation limits as required by the Labor Code of the State of
California and Employers Liability limits of $1,000,000 per
accident.
4. Property Insurance:
a. Prior to commencement of construction on the Site, the
Developer shall deliver to the Agency performance and
payment bonds for such construction which bonds shall
name the Agency as co-obligee.
b. During the course of construction, Full Completed Value
of the Project.
c. Following completion of construction, Full replacement
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value of the Project with no coinsurance penalty provision.
D. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and
approved by Agency. At the option of Agency, either: the insurer shall
reduce or eliminate such deductibles or self-insured retentions as respects
the Agency, its officers, employees and volunteers; or the Developer shall
procure a bond guaranteeing payment of losses and related investigation,
claim administration and defense expenses.
E. Other Insurance Provisions
The policies are to contain, or be endorsed to contain, the following
provisions:
1. General Liability and Automobile Liability Coverage:
a. The Agency, the City, and their respective elected and
appointed officers, agents, employees, Commissioners, and
volunteers are to be covered as additional insured as
respects: liability arising out of activities performed by or
on behalf of the Developer; products and completed
operations of the Developer, premises owned, occupied or
used by the Developer; or automobiles owned, leased,
hired or borrowed by the Developer. The coverage shall
contain no special limitations on the scope of protection
afforded to the Agency, the City, and their respective
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-- elected and appointed officers, agents, employees,
Commissioners or volunteers.
b. The Developer's insurance coverage shall be primary
insurance as respects the Agency, the City, and their
respective officers, agents, employees and Commissioners.
Any insurance or self-insurance maintained by the Agency,
the City, and their respective officers, agents, employees
or Commissioners shall be excess of the Developer's
insurance and shall not contribute with it.
c. Any failure to comply with reporting provisions of the
policies shall not affect coverage provided to the Agency,
the City, and their respective officers, agents, employees
or Commissioners.
d. The Developer's insurance shall apply separately to each
insured against whom claim is made or suit is brought,
except with respect to the limits of the insurer's liability.
2. Workers' Compensation and Employers Liability Coverage:
The insurer shall agree to waive all rights of subrogation against
the Agency, the City, and their respective officers, agents,
employees and Commissioners for losses arising from work
performed by the Developer for the Agency.
3. All Coverage:
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Each insurance policy required by this clause shall be endorsed to
state that coverage shall not be suspended, voided, canceled by
either party, or reduced in coverage or in limits, except after thirty
(30) days' prior written notice by certified mail, return receipt
requested, has been given to Agency.
F. Acceptability of Insurers
Insurance is to be placed with insurers with a Best's rating of no less than
A:VII.
G. Verification of Coverage
Developer shall furnish Agency with certificates of insurance prior to
disbursement of funds and with original endorsements effecting coverage
required by this clause. The certificates and endorsements for each
insurance policy are to be signed by a person authorized by that insurer
to bind coverage on its behalf. All certificates and endorsements are to
be received and approved by Agency before work commences. Agency
reserves the right to require complete, certified copies of all required
insurance policies, at any time.
H. Subcontractors
Developer shall require that the contractor and all subcontractors include
the Developer as an additional insured under their policies, which
coverage shall be subject to all of the requirements stated herein.
5.2 Fidelity Bond
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-- Developer shall obtain a blanket fidelity bond from a bonding company acceptable to
Agency covering all officers and employees of Developer for loss of Loan funds caused by
dishonesty in an amount not less than One Million Dollars ($1,000,000). Should such a loss of
Loan funds occur, Developer agrees to diligently pursue recovery under the bond and to assign
or remit to the Agency all funds recovered.
5.3 Indemnity
Developer shall indemnify, defend and hold Agency, City and its officers, agents and
employees, Commissioners and volunteers harmless from and against all claims, liability, costs,
expenses, loss or damages or any nature whatsoever, including attorney's fees, arising out of
or in any way connected with Developer's obligations under this Agreement, except to the extent
caused by the Agency's gross negligence or willful misconduct.
ARTICLE SIX
Governmental Approvals
Developer covenants that it has obtained or will obtain all federal, state and local
governmental approvals and reviews required by law to be obtained for the Project.
ARTICLE SEVEN
Default
7.1 A default shall consist of any breach of any covenant, agreement, provision or
warranty contained in this Agreement.
7.2 Breaches of this Agreement, remedies for which are described in this Article 8,
shall include, but not be limited to:
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-- (a) A breach in any agreement executed by Developer in relation to the Project, after
notice and expiration of applicable cure periods, including, but not limited to
those ancillary to this Agreement, or other subsidy or loan agreement for the
Project.
(b) Failure by Developer to commence construction on the Project by December 31,
1999, unless this time is extended with the written approval of the Agency.
(c) Failure by Developer to achieve completion by December 31, 2000, unless this
time is extended with the written approval of the Agency.
(d) Failure by Developer to complete the Project substantially in accordance with the
documents submitted to date by the Developer and further documentation to be
submitted by the Developer to satisfy conditions imposed by the Agency.
(e) The failure to maintain or comply with the residential composition and other use
requirements as set forth herein.
(f) The use of proceeds realized by operation, conveyance, sale, transfer,
syndication, encumbrance, or hypothecation of the Project, or any part thereof,
or of the proceeds of the loan, in a manner not permitted by this Agreement.
(g) In the event that the Project is partially or entirely destroyed and insurance
proceeds under this Agreement have been collected, failure of the Developer or
other recipients to use proceeds to rebuild the Project as low income housing in
accordance with the requirements of this Agreement within two years after receipt
of such insurance proceeds subject to the rights of secured lenders of the Project.
(h) Failure of the Developer to maintain the premises, accommodations and grounds
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and equipment of the Project in good repair and condition.
(i) Failure to construct and maintain the Project in accordance with all applicable
codes.
(j) Failure to comply with the Covenants.
(k) Except as provided in Section 3.6 above, the sale, partial sale, refinancing,
exchang.e, transfer, sale under foreclosure, or other disposition of the Site,
improvements and/or capital equipment situated thereon without advance written
approval by the Agency.
7.3 In the event of a default, the Agency shall provide to the Developer written notice
of said occurrence, and the defaulting party shall have thirty (30) days to cure the default, or
if such default cannot be reasonably cured within thirty (30) days the defaulting party shall
commence to cure within thirty (30) days and thereafter shall diligently complete such cure.
However, if said default results from the non-compliance by Developer with the Covenants, the
Developer shall have forty-five (45) days to cure the default, or, if such default cannot
reasonably be cured within forty-five (45) days, DeVeloper shall commence to cure within forty-
five (45) days and Developer shall thereafter diligently complete such cure.
7.4 It is agreed by the Developer that the injury to the Agency arising from a default
under any of the terms of this Agreement would be irreparable and that the amount of
compensation which would provide adequate relief to the Agency, in light of its purpose to
increase and maintain the housing stock for low-income persons, would be impossible to
ascertain.
7.5 If, after the time provided in Paragraph 7.3, Developer has not cured the default,
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the Agency may:
a) Apply to any court, state or federal, for specific performance of this Agreement
or an injunction against any violation of this Agreement, or for the appointment
of a receiver to take over and operate the Project in accordance with the terms
of this Agreement, or any other remedies at law or in equity or any such other
actions as shall be necessary or desirable so as to correct non-compliance with
this Agreement.
b) Collect all rents and income in connection with the operation of the Project and
use the same and the reserve funds for the operation and maintenance of the
Project.
c) Take possession of the Project and bring any action necessary to enforce any
rights of the Developer growing out of the operation of the Project, and operate
the Project in accordance with the terms of this Agreement until such time as the
Agency, in its sole discretion, determines that the Developer is again in a position
to operate the Project in accordance with the terms of this Agreement.
d) Demand repayment of the Loan Amount.
e) Seek any other remedies as may be available at law or equity.
7.6 The remedies of the Agency hereunder are cumulative, and the exercise of one or
more of such remedies shall not preclude the exercise by the Agency of any one or more of its
other remedies.
ARTICLE EIGHT
Agreement to Keep Project Available for Rent
-- Developer agrees to make all reasonable effort to keep the units in the Project in good
repair and available for occupancy and to make all reasonable efforts to keep the Project fully
rented and occupied.
ARTICLE NINE
Records and Documents
9.1 Developer shall keep and maintain books, records, and other documents relating
to the receipt and disbursement of all funds obtained pursuant to this Agreement.
9.2 Developer shall maintain all records of income, expenditure, assets, liabilities,
contracts, operations, tenant eligibility, and condition of the Project. Such records shall be
maintained in accordance with generally accepted accounting principles.
9.3 Within one hundred fifty (150) days after the end of each calendar year, the
Developer shall deliver to Agency an annual financial statement in form and substance
satisfactory to Agency, and the Agency may reasonably request, including without limitation
gross income, a detailed rent schedule, operating net annual cash flow, and net proceeds (if
applicable).
9.4 At the request of the Agency, its agents, employees, or attorneys, the Developer
shall promptly give specific answers to requests for information by the Agency regarding the
income, expenditures, assets, liabilities, contracts, operations and condition of the Project as it
pertains to the provisions of this Agreement and Developer's obligations hereunder.
9.5 At the request of the Agency, its agents, employees, officers, or attorneys, the
Developer shall provide the Agency a photocopy of the certified financial statements of the
Developer for the past two years. The accuracy of the financial statements shall be certified by
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-- an independent auditor selected by the Developer.
' 9.6 Any duly authorized representative of the Agency shall, at all reasonable times
during normal business hours, have access to and the right to inspect, copy, audit, and examine
all such books, records, and other documents of Developer pertaining to the Project until two
years after the expiration of this Agreement.
ARTICLE TEN
Access to Project
Developer agrees that duly authorized representatives of Agency, shall, at all reasonable
times during normal business hours, have access to the Project until the expiration of this
Agreement. The Agency agrees that is authorized representative shall abide by all applicable
rules governing the operations and management of the Project.
ARTICLE ELEVEN
Assignment of Agency's Rights
The Agency retains the right at its sole discretion to assign all or part of its rights under
this Agreement for the purpose of ensuring compliance and enforcement of the Developer's
obligations hereunder. In addition, Agency may designate an agent to act on its behalf in
monitoring compliance and enforcing the provisions hereof.
ARTICLE TWELVE
Conflict of Interest
12.1 Interest of Employees. Agents. Consultants. Officers and Officials of the Agency
or Developer. Except for approved eligible administrative or personnel costs, no employee,
agent, consultant, officer of official of the Agency or the Developer, who exercises or has
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exercised any function or responsibilities with respect to activities assisted by tax increment
funds in whole or in part, or who is in a position to participate in a decision-making process or
gain inside information with regard to such activities, may obtain a personal or financial interest
in or benefit from the activities assisted under this Agreement, or have an interest, direct or
indirect, in any contract, subcontract or agreement with respect thereto, or in the proceeds
thereunder either for himself/herself or for those with whom he/she has family or business ties,
during his/her tenure and for one year thereafter.
12.2 State and Local Requirements. Developer represents that it is familiar with the
provisions of Sections 1090 through 1097 and 87100 through 87103.5 of the California
Government Code, all of which relate to prohibited conflicts of interest in connection with
government contracts. Developer certifies that it knows of no facts that constitute a violation
of said sections, or any of them, and agrees to immediately notify Agency if Developer shall at
any time obtain knowledge of facts constituting such a violation.
ARTICLE THIRTEEN
Notice
All notices, consents, communications or transmittals required by this Agreement shall
be made in writing, and shall be communicated by United States mail, certified, return receipt
requested or by express delivery with a delivery receipt and shall be deemed given as of the date
shown on the delivery receipt as the date of delivery or the date of delivery was refused, and
shall be addressed as follows:
To Agency: Executive Director
South San Francisco Redevelopment Agency
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-- 400 Grand Avenue, P.O. Box 711
South San Francisco, CA 94083
To Developer: Greenridge Associates
658 Bair Island Road, Suite 300
Redwood City, CA 94063
or such other address as either party may designate, from time to time, by written notice sent
to the other party in like manner.
ARTICLE FOURTEEN
Miscellaneous Provisions
14.1 Applicable Law. This Agreement shall be governed by California law.
14.2 Parties Bound. Except as otherwise limited herein, the provisions of this
Agreement shall be binding upon and inure to the benefit of the undersigned parties and their
heirs, executors, administrators, legal representatives, successors and assigns.
14.3 Attorneys' Fees. If any lawsuit is commenced to enforce any of the terms of this
Agreement, the prevailing par~y shall have the right to recover its reasonable attorneys' fees and
costs of suit from the other party.
14.4 Severability. The invalidity or unenforceability of any one or more provisions
of this Agreement shall in no way affect any other provision.
14.5 Time.. Time is of the essence in this Agreement. The Developer agrees to pursue
the purpose of this Agreement in an effective and continuous manner and agree to use best
efforts to achieve the purpose of this Agreement pursuant to the provisions of the Agreement.
14.6 Covenants. The provisions of this Agreement shall constitute covenants which
shall run with the land and be binding upon Developer and Developer's successors and assigns,
22
and all pa~es having or acquiring any right, title, interest in whatever form, includi~, but not
limited to, leasehold interests, in or to any part of the subject property, exert that the same
shall terminate and become void automatically at the expiration of the Term of the Agreement.
Any attempt to transfer title or any interest therein in violation of these covenants shall be void.
14.7 Co~ent of Par. tie§. Except as expressly provided otherwise, wl~never con~ent or
approval of either party is required, that party shall not unreasonably withhold such consent or
approval. Except where approval by the Agency Board is expressly d~scribed, all references
m this A~r~llleat to Agency approval shall mean approval by th~ Agency F,.x~ufiv¢ Director.
1~,.8 Attac,hmcn~. All attachments referred to m this Agreement are attached hereto and
incorporated herein by reference.
14.9 Assig~mnnt. Developer shall have the right, without ftrst obtzining consent of
the Agency, to assign this Agreement to the general parmcr of Developer or an affiliate thereof.
Developer shall provide notice of such an asalgnment to the Altency within ten (10) days of
date of the assignment.
14.10 gupersp,4~, Prior A~reernen~. The provisions of this Agreement supersede all
prior agreements and understandings between the parties hereto with regard to the subject matter
h~reof; and Agency hereby quitclaims to Developer any fights or entitlements Agency may have
acquired under such prior agreements or loans.
14.11 .Prewilin~, Wages. Developer shall require that any contractor and subcontractors
compensate all worl~rs pcfforugng construction work for thc Project in an amount no less than
the general prevailing rate of per diem wage~ as determined by the California Department of
ltgu,mial Relations under California L~bor Code Sections 1770 et seq.. Developer shall ensure
thst the coatractot and subcor, ttactors comply with all reporting and record keeping requirement~
of the applicable preva/ling wage statutes and reg-alations.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement at South
San Francisco, California as of the date first written above.
ATTEST:
REDEVELOPMENT AGENCY OF THE
CITY OF SOUTH SAN FRANCISCO, a
public body, corporate and politic
APPROVED AS TO FORM: By:
Its:
DEVELOPER:
APPROVED AS TO CONTENT:
GREENRIDGE ASSOCIATES,
a California Limited Parmership
By: Mid-Penimula Greenridge, Inc.,
a California nonprofit public
benefit corporation, its
general partner
By:
Its:
24
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Redevelopment Agency of the City
of South San Francisco
Attn: City Clerk
400 Grand Avenue, P.O. Box 711
South San Francisco, CA 94083
REGULATORY AGREEMENT AND
DECLARATION OF RESTRICTIVE COVENANTS
This Regulatory Agreement and Declaration of Restrictive Covenants (the "Agreement")
is made and entered into as of the day of , 1998, by and between the
Redevelopment Agency of the City of South San Francisco (the "Agency") and Greenridge
Associates, a California Limited Parmership ("Owner").
RECITALS
1. The Agency has entered into a Loan Agreement with Owner under which the
Agency will loan funds (the "Loan") to Owner which will be used, together with funds obtained
from other sources, for the development and construction of a total of thirty-four (34) multi-
family residential units for very low and low income households to benefit the Agency's
Redevelopment Areas (the "Development").
2. The funds loaned to Owner pursuant to the Loan Agreement are from the
Agency's Low and Moderate Income Housing Fund. Under California Health and Safety Code
Section 33334.2 et seq., the Agency must restrict developments assisted with funds from the
Agency's Low and Moderate Income Housing Fund, so that the developments remain affordable
to low income households for the longest feasible time. This Agreement is intended to
implement this requirement of law.
3. The Agency has agreed to loan funds to Owner on the condition that the
Development be maintained and operated in accordance with Sections 33334.2 et seq. and in
accordance with additional restrictions concerning affordability, operation, maintenance of the
Development, as specified in this Agreement.
4. In consideration of receipt of the Loan at an interest rate substantially below
... market rate, Owner has further agreed to observe all the terms and conditions set forth below.
B:\19~\O41\reg.&g~ 1
5. In order to ensure that the entire Development will be used and operated in
accordance with these conditions and restrictions, the Agency and Owner wish to enter into this
Agreement.
THEREFORE, the Agency and Owner hereby agree as follows.
ARTICLE 1
DEFINITIONS
1.1 Definitions
When used in this Agreement, the following terms shall have the respective meanings
assigned to them in this Article 1.
a. "Adjusted Income" shall mean the total anticipated annual income of all persons
in a household, as calculated in accordance with 25 California Code of Regulations Section 6914
or pursuant to a successor State housing program that utilizes a reasonably similar method of
calculation of Adjusted Income. In the event that no such program exists, the Agency shall
provide the Owner with a reasonably similar method of calculation of Adjusted Income as
provided in said Section 6914.
b. "Agency" shall mean the Redevelopment Agency of the City of South San
Francisco and, in the event the Agency ceases to exist, its successor entity.
c. "Agreement" shall mean this Regulatory Agreement and Declaration of Restrictive
Covenants.
d. "Borrower Note" shall mean the promissory note from the Owner to the Agency
evidencing all or any part of the Loan.
e. "Deed of Trust" shall mean the deeds of trust to the Agency on the Property
which secures repayment of the Loan and performance of this Agreement.
f. "Development" shall mean the Property and the thirty-four (34) units to be
developed on the Property, as well as all landscaping, roads and parking spaces existing thereon,
as the same may from time to time exist.
g. "Loan" shah mean all funds loaned to Owner pursuant to the Loan Agreement.
h. "Loan Agreement" shall mean the Loan Agreement entered into by and between
the Agency and Owner and dated as of ,1998.
~:\lgl\041\reg.agt 2
i. "Owner" shall mean Greenridge Associates, a California Limited Partnership, and
its successors and assigns to the Development.
j. "Property" shall mean the real property described in Exhibit A attached hereto
and incorporated herein.
k. "Rent" shall mean the monthly total of payments by the tenants of a Unit for the
following: use and occupancy of the Unit and associated facilities, including parking; any
separately charged fees or service charges assessed by Owner which are required of all tenants,
other than security deposits; the cost of an adequate level of service for utilities paid by the
tenant, including garbage collection, sewer, water, electricity, gas and other heating, cooking
and refrigerator or on fuel, but not telephone service; any other interest, taxes, fees or charges
for use of the land or associated facilities and assessed by a public or private entity other than
Owner, and paid by the Tenant.
1. "Tenants" shall mean the occupants of the Units.
m. "Term" shall mean the period of time beginning on the date of issuance by the
City of South San Francisco of a certificate of occupancy for the Units, and ending fifty-five
(55) years following the date of issuance of the certificate of occupancy.
n. "Units" shall mean the thirty-four (34) multi-family rental units to be constructed
on the Property.
o. "Very Low Income Household" shall mean a household with an Adjusted Income
that does not exceed the qualifying limits for very low income households as established and
amended from time to time pursuant to Section 8 of the United States Housing Act of 1937, and
as published by the State of California Department of Housing and Community Development.
p. "Very Low Income Units~ shall mean the Units which, pursuant to Section 2.2
below, are required to be occupied by Very Low Income Households.
ARTICLE 2
AFFORDABILITY COVENANTS
2.1 Occupancy Requirement.
a. Sixteen (16) of the Units shall be rented and occupied by or, if vacant, available
for rental and occupancy by Very Low Income Households.
E:\191\O41\re~.agt ~
2.2 Allowable Rent.
a. Subject to Section 2.3 below, the Rent charged the occupants of the Very Low
Income Units shall not exceed one-twelfth of thirty percent (30%) of Very Low Income, adjusted
for household size.
b. In calculating the allowable Rent for the Very Low Income Units, the following
assumed household size shall be utilized:
Number of Bedrooms Assumed Household size
Studio 1
One 1.5
Two 3
Three 4.5
Four 6
2.3 Lease Provisions. Owner shall include in leases for all Very Low Income Units
provisions which authorize Owner to immediately terminate the tenancy of any household one
or more of whose members misrepresented any fact material as to the household's qualification
as a Very Low Income Household. Each lease or rental agreement of a Very Low Income Unit
shall also provide that the household is subject to annual certification in accordance with Section
4.1 below.
ARTICLE 3
OPERATION AND MAINTENANCE OF THE DEVELOPMENT
3.1 Residential Use. The Development shall be operated only for residential use. No
part of the Development shall be operated as transient housing.
3.2 Compliance with Loan Agreement. Owner shall comply with all the terms and
provisions of the Loan Agreement.
3.3 Taxes and Assessments. Owner shall pay all real and personal property taxes,
assessments and charges and all franchise, income, employment, old age benefit, withholding,
sales, and other taxes assessed against it, or payable by it, at such times and in such manner as
to prevent any penalty from accruing, or any line or charge from attaching to the Property;
provided, however, that Owner shall have the right to contest in good faith, any such taxes,
assessments, or charges. In the event Owner exercises its right to contest any tax, assessment,
or charge against it, Owner, on final determination of the proceeding or contest, shall
immediately pay or discharge any decision or judgment rendered against it, together with all
costs, charges and interest.
B:\XgX\04X\reg.agc 4
3.4 Maintenance. Owner shall maintain the Development in good repair and working
order, and in a neat, clean and orderly condition, including the walkways, driveways, alleyways
and landscaping, and from time to time make all necessary and proper repairs, renewals, and
replacements.
3.5 Nondiscrimination. All of the Units shall be available for occupancy on a
continuous basis to members of the general public who are income eligible. Owner shall not
give preference to any particular class or group of persons in renting the Units, except to the
extent that the Very Low Income Units are required to be leased to Very Low Income
Households. There shall be no discrimination against or segregation of any person or group of
persons on account of race, color, creed, religion, sex, sexual orientation, marital status,
national origin, source of income (e.g. AFDC or SSI), ancestry, or handicap, in the leasing,
subleasing, transferring, use, occupancy, tenure, or enjoyment of any Unit nor shall Owner or
any person claiming under or through the Owner, establish or permit any such practice or
practices of discrimination or segregation with reference to the selection, location, number, use,
or occupancy, of tenants, lessees, sublessees, subtenants, or vendees of any Unit or in
connection with the employment of persons for the construction, operation and management of
any Unit. All deeds, leases or contracts made or entered into by Owner as to the Units or the
Property or portion thereof, shall contain covenants concerning discrimination as prescribed by
the Loan Agreement.
3.6 Section 8 Certificate Holders. The Owner will accept as tenants, on the same
basis as all other prospective tenants, persons who are recipients of federal certificates for rent
subsidies pursuant to the existing housing program under Section 8 of the United States Housing
Act, or its successor. The Owner shall not apply selection criteria to Section 8 certificate or
voucher holders that is more burdensome than criteria applied to all other prospective tenants,
nor shall the Owner apply or permit the application of management policies or lease provisions
with respect to the Development which have the effect of precluding occupancy of Units by such
prospective tenants.
3.7 Preference to Agency Displacees. Owner shall give a preference in the rental of
any Units to eligible households displaced by Agency activity.
ARTICLE 4
INCOME CERTIFICATION AND REPORTING
4.1 Income Certification. The Owner will obtain, complete and maintain on file,
immediately prior to initial occupancy and annually thereafter, income certifications from each
Very Low Income Household renting any of the Very Low Income Units. The Owner shall
make a good faith effort to verify that the income provided by an applicant or occupying
household in an income certification is accurate by taking one or more of the following steps as
R:\lgl\o41\r~.a~c 5
a part of the verification process:(1) obtain a pay stub for the most recent pay period; (2) obtain
an income tax return for the most recent tax year; (3) conduct a credit agency or similar search;
(4) obtain an income verification form from the applicant's current employer; (5) obtain an
income verification form from the Social Security Administration and/or the California
Department of Social Services if the applicant receives assistance from either of such agencies;
or (6) if the applicant is unemployed and has no such tax return, obtain another form of
independent verification. Copies of tenant income certifications shall be available to the Agency
upon request.
4.2 Annual Report to Agency. Owner shall submit to the Agency (i) not later than
forty-five (45) days after the close of each calendar year, a report to the Agency setting forth
the status of Owner's compliance with the requirements of this Agreement, and (ii) within fifteen
(15) days after receipt of a written request, any other information or completed forms requested
by the Agency in order to comply with reporting requirements of the State of California.
4.3 Additional Information. Owner shall provide any additional information
reasonably requested by the Agency. Upon reasonable notice, the Agency shall have the right
to examine and make copies of all books, records or other documents of Owner which pertain
to any Unit.
4.4 Records. Owner shall maintain complete, accurate and current records pertaining
to the Units, and shall permit any duly authorized representative of the Agency, during normal
business hours and with reasonable notice, to inspect records, including records pertaining to
income and household size of tenant households. All tenant lists, applications and waiting lists
relating to the Development shall at all times be kept separate and identifiable from any other
business of the Owner and shall be maintained as required by the Agency, in a reasonable
condition for proper audit and subject to examination during business hours by representatives
of the Agency.
ARTICLE 5
MISCELLANEOUS
5.1 Term. The provisions of this Agreement shall apply to the Property for the entire
Term even if the entire Loan is paid in full prior to the end of the Term. This Agreement shall
bind any successor or assign of Owner, whether a change in interest occurs voluntarily or
involuntarily, by operation of law or otherwise, except as expressly released by the Agency.
The Agency makes the Loan on the condition, and in consideration of this provision, and would
not do so otherwise.
5.2 Covenants to Run with the Land. The Agency and Owner hereby declare their
express intent that the covenants and restrictions set forth in this Agreement shall run with the
land, and shall bind all successors in title to the Property, provided, however, that on the
e:\lgl\O41\reg.> 6
expiration of the Term of this Agreement, said covenants and restrictions shall expire. Each and
every contract, deed or other instrument hereafter executed covering or conveying the Property
or any portion thereof shall be held conclusively to have been executed, delivered and accepted
subject to such covenants and restrictions, regardless of whether such covenants or restrictions
are set forth in such contract, deed or other instrument, unless the Agency expressly releases
such conveyed portion of the Property from the requirements of this Agreement.
5.3 Enforcement by the Agency. If Owner fails to perform any obligation under this
Agreement, and fails to cure the default within 45 days after the Agency has notified the Owner
in writing of the default or, if the default cannot be cured within 45 days, failed to commence
to cure within 45 days and thereafter diligently complete such cure, the Agency shall have the
right to enforce this Agreement by any remedy under the Loan Agreement or provided by law
or equity.
5.4 Attorneys Fees and Costs. In any action brought to enforce this Agreement, the
prevailing party shall be entitled to all costs and expenses of suit, including attorneys' fees. This
section shall be interpreted in accordance with California Civil Code Section 1717 and judicial
decisions interpreting that statute.
5.5 Recording and Filing. The Agency and Owner shall cause this Agreement, and
all amendments and supplements to it, to be, recorded in the Official Records of the County of
San Mateo.
5.6 Governing Law. This Agreement shall be governed by the laws of the State of
California.
5.7 Waiver of Requirements. Any of the requirements of this Agreement may be
expressly waived by the Agency in writing, but no waiver by the Agency of any requirement
of this Agreement shall, or shall be deemed to, extend to or affect any other provision of this
Regulatory Agreement.
5.8 Amendments. This Agreement may be amended only by a written instrument
executed by all the parties hereto or their successors in title, and duly recorded in the real
property records of the County of San Mateo, California.
5.9 Notice. All notices given or certificates delivered under this Agreement shall be
deemed received on the delivery or refusal date shown on the delivery' receipt, if: (i) personally
delivered by a commercial service which furnishes signed receipts of delivery or (ii) mailed by
certified mail, return receipt requested, postage prepaid, addressed as shown in the Loan
Agreement. Any of the parties may, by notice given hereunder, designate any further or
different addresses to which subsequent notices, certificates or communications shall be sent.
5.10 Severability. If any provision of thi~ Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining portions of this
E:\lgl\O4l\reg.&g~ 7
Agreement shall not in any way be affected or impaired thereby.
E:\lgl\O41\reg.a~t 8
IN WITNESS WHEREOF, the Agency and Owner have executed this Agreement by duly
authorized representatives, all on the date first written above.
ATTEST: REDEVELOPMENT AGENCY OF THE
CITY OF SOUTH SAN FRANCISCO, a
public body corporate and politic
By:
APPROVED AS TO FORM: Its:
DEVELOPER:
APPROVED AS TO CONTENT: GREENRIDGE ASSOCIATES,
a California Limited Parmership
By: Mid-Peninsula Greenridge, Inc.,
a California nonprofit public
benefit corporation, its
general parmer
By:
Its:
S:\lgl\041\reg.agt 9
PROMISSORY NOTE
$940,000 ,1998
SOUTH SAN FRANCISCO, CALIFORNIA
FOR VALUE RECEIVED, GREENRIDGE ASSOCIATES, a California Limited
Partnership, (the "Maker") promises to pay to the REDEVELOPMENT AGENCY OF THE
CITY OF SOUTH SAN FRANCISCO ("Payee") the principal sum of NINE HUNDRED
FORTY THOUSAND DOLLARS ($940,000), or so much of such principal as may be advanced
(the "Loan"). The loan shall bear simple interest of three percent (3%) per annum.
1. This loan is made pursuant to that certain Loan Agreement between Maker and
Payee of even date herewith. The loan will be used by Maker for the development and
construction of the Project described in the Loan Agreement.
2. Payment of this Note will be secured by a deed of trust, assignment of rents,
security agreement and fixture filing (the "Deed of Trust") from Maker to Payee to be recorded
against the Project.
3. This Note shall be due and payable in full forty (40) years from the date hereof.
Beginning with Maker's first fiscal year following the first year of operations of the Project,
Maker shall make annual payments of principal and interest to the Payee only from "Available
Cash Flow" which is hereinafter defined from Payee's preceding fiscal year. Payment shall be
made within one hundred twenty (120) days of the end of each calendar year.
"Available Cash Flow" shall mean the sum of money computed as follows:
All rents, revenues, consideration or income (of any form but excluding capital
contributions) derived by Maker in connection with or relating to the ownership or operation of
the residential units of the Project, including any revenue derived from any refinancing of the
Project, less all of the following: all customary and reasonable costs and expenses in connection
with the operation and maintenance of the Project, including a computer education program for
resident children if financially feasible; amounts (previously approved by Payee) expended to
restore the Project after a casualty loss or condemnation; amounts reasonably reserved by Maker
as an operating contingency reserve account and replacement reserve account for the Project,
and an annual partnership management fee not to exceed $20,000.
Beginning with the first year of operations of the Project after completion of the
construction, Maker shall deliver to Payee each year an annual audited financial statement to
- I °
g: \191\041\proeulote
determine the amount of Available Cash Flow. Payee shall have the right to inspect and audit
Maker's books and records concerning the calculation of Available Cash Flow.
Notwithstanding anything to the contrary contained in this Note, upon completion
of the Project, Maker shall have its accountants prepare a cost certification of the "Total
Development Costs of the Project". In the event the sources of funds (including this loan and
all other loans, the limited partner's capital contribution and the general partner's capital
contribution (equal to one percent of total capital contributions)) available to pay such costs
exceed the development costs, Maker shall use any such excess to repay the Note. Maker agrees
to provide Payee with such audited cost certification within twelve months (12) after issuance
of the last certificate of occupancy for the Project.
"Total Development Costs of the Project" shall include all hard and soft
development costs, a 15 % developer fee, all costs related to the tax credit syndication of the
Project, an audit, and funding any reserves required to be capitalized.
4. Payment shall be made in lawful money of the United States to Payee at 400
Grand Avenue, South San Francisco, California 94083. The place of payment may be changed
from time to time as the Payee may from time to time designate in writing.
5. Maker shall have the right to prepay this Note in whole or in part without penalty
or premium.
6. The occurrence of any of the following shall constitute an event of default under
this Note: (i) Maker fails to pay any amount due hereunder within fifteen (15) days of its due
date; or (ii) any default by Maker under the Deed of Trust, the Covenants or the Loan
Agreement.
Upon the occurrence of any event of default, or at any time thereafter, at the
option of the Payee hereof, the entire amount owing on this Note shall become immediately due
and payable. This option may be exercised at any time following any such event, and the
acceptance of one or more installments thereafter shall not constitute a waiver of such option
with respect to any subsequent event. Payee's failure in the exercise of any other right or
remedy hereunder or under any agreement which secures the indebtedness or is related thereto
shall not affect any right or remedy and no single or partial exercise of any such right or remedy
shall preclude any further exercise thereof.
7. Payee shall not exercise any right or remedy provided for herein because of any
default of Maker unless, in the event of a monetary default, Maker shall have failed to pay the
outstanding sums within a period of thirty (30) calendar days after notice that payment was due,
or in the event of a nonmonetary default, Payee shall have first given written notice thereof to
Maker and Maker shall have failed to cure the nonmonetary default within a period of thirty (30)
days after the giving of such notice of such default; provided that if the nonmonetary default
-2-
S:\lgl\041\prouulo~e
cannot be cured within thirty (30) days and Maker proceeds diligently to cure such default until
it shall be fully cured within no more than sixty (60) days after the giving of such notice, Payee
shall not exercise any right or remedy provided for herein until such sixty (60) day period shall
expire; provided, however, Payee shall not be required to give any such notice or allow any part
of the grace period if Maker shall have filed a petition in bankruptcy or for reorganization or
a bill in equity or otherwise initiated proceedings for the appointment of a receiver of its assets,
or if Maker shall have made an assignment for the benefit of creditors, or if a receiver or trustee
is appointed for Maker and such appointment or such receivership is not terminated within forty-
five (45) days.
With respect to any right to cure or cure period provided in this paragraph 7,
performance of a cure by any entity or parmer of Maker shall have the same effect as would like
performance by Maker.
8. Maker and any endorsers hereof and all others who may become liable for all or
any part of this obligation, severally waive presentment for payment, demand and protest and
notice of protest, and of dishonor and nonpayment of this Note, and expressly consent to any
extension of the time of payment hereof or of any installment hereof, to the release of any party
liable for this obligation, and any such extension or release may be made without notice to any
of said parties and without in any way affecting or discharging this liability.
9. Maker agrees to pay immediately upon demand all costs and expenses of Payee
including reasonable attorneys' fees, (i) if after default this Note be placed in the hands of an
attorney or attorneys for collection, (ii) if after a default hereunder or under the Deed of Trust,
the Covenant, or the Loan Agreement, Payee finds it necessary or desirable to secure the
services or advice of one or more attorneys with regard to collection of this Note against Maker,
any guarantor or any other party liable therefor or to the protection of its rights under this Note,
the Deed of Trust, the Loan Agreement, or the Covenant, or (iii) if Payee seeks to have the
Project abandoned by or reclaimed from any estate in bankruptcy, or attempts to have any stay
or injunction prohibiting the enforcement or collection of the Note or prohibiting the
enforcement of the Deed of Trust or any other agreement evidencing or securing this Note lifted
by any bankruptcy or other court.
10. If Payee shall be made a party to or shall reasonably intervene in any action or
proceeding, whether in court or before any governmental agency, affecting the Project or the
title thereto or the interest of the Payee under the Deed of Trust, including without limitation,
any form of condemnation or eminent domain proceeding, Payee shall be reimbursed by Maker
immediately upon demand for all costs, charges, and attorneys' fees incurred by Payee in any
such case, and the same shall be secured by the Deed of Trust as a further charge and lien upon
the Project.
11. Any notices provided for in this Note shall be given by mailing such notice by
certified mail, return receipt requested at the addresses set forth in the Loan Agreement or at
g: \lgl\041\pro~note
such address as either party may designate by written notice. Maker and Payee shall mail
notices to any limited partner of Maker provided Payee has received written notice of the name
and address of such partner(s).
12. This Note shall be binding upon Maker, its successors and assigns.
13. This Note is nonrecourse and neither Maker nor any member, officer, partner or
employee of Maker shall have any personal liability for repayment of the sums evidenced
hereby, and the Payee must resort only to the Project for repayment should the Maker fail to
repay the sums evidenced hereby.
14. This Note shall be construed in accordance with and be governed by the laws of
the State of California.
15. If any provision of this Note shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions hereof shall not in any way be
affected or impaired thereby.
-4-
E:\191\O41\promnote
~ ATTEST: REDEVELOPMENT AGENCY OF THE
CITY OF SOUTH SAN FRANCISCO, a
public body,
corporate and politic
By:
Its: Chairman
APPROVED AS TO FORM:
MAKER:
GREENRIDGE ASSOCIATES,
APPROVED AS TO CONTENT: a California Limited Partnership
By: Mid-Peninsula Greenridge, Inc.,
a California nonprofit public
benefit corporation, its
general partner
.... By:
Its:
- 5 -
~:\191\041\proeulo=e