HomeMy WebLinkAboutReso RDA 18-1999 RESOLUTION NO. 18-99
REDEVELOPMENT AGENCY, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA
A RESOLUTION APPROVING A PRECONSTRUCTION LOAN
AGREEMENT WITH BRIDGE HOUSING CORPORATION AND
AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE SAME.
WHEREAS, the Redevelopment Agency of the City of South San Francisco ("Agency")
wishes to promote the development of affordable senior rental housing in the South San
Francisco community and to provide a greater choice of housing opportunities for persons and
families of low income; and,
WHEREAS, BRIDGE Housing Corporation ("BRIDGE") proposes to acquire certain real
property located at Chestnut Avenue and Mission Road in South San Francisco to develop
approximately forty (40) units of rental housing affordable to low income senior households (the
"Development"); and,
WHEREAS, BRIDGE has conducted certain predevelopment activities to determine the
feasibility and the scope of the intended Development and intends to prepare construction
drawings and carry out other preconstruction activi, ties for the Development; and,
WHEREAS, BRIDGE has obtained from the U.S. Department of Housing and Urban
Development a preliminary award of $3.5 million in Section 202 grant funds to support the
construction of the Development; and,
WHEREAS, the Agency wishes to loan to BRIDGE funds to support its preconstruction
activities, which will be used to secure a final commitment of said HUD grant; and,
WHEREAS, the Agency intends to make the loan from tax increment revenue received
by the Agency for the purpose of increasing and improving the supply of low and moderate
income housing pursuant to Section 33334.2 of the California Health and Safety Code.
NOW, THEREFORE, BE IT RESOLVED that the Redevelopment Agency of the City of
South San Francisco hereby approves the Preconstruction Loan Agreement with BRIDGE
("Agreement"), attached hereto as Exhibit A;
BE IT FURTHER RESOLVED that the Executive Director is authorized to execute the
Agreement on behalf of the Agency.
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 reoul ar meeting on the
8thday of December ,1999 by the following vote:
AYES: ~nardmembers John Penna, Euoene Mullin and James Datzman
Vice Chair Fernekes and Chairman Matsumoto
NOES: None.
ABSTAIN: None.
ABSENT: None.
^TT T:
VDe'putyClerk
F:\WPDWINRSWX405\001~RedevelopmentXMission & ChestnutXBRIDGE Housing.res.doc
PRECONSTRUCTION LOAN AGREEMENT
BY AND BETWEEN
THE REDEVELOPMENT AGENCY OF THE CITY OF SOUTH SAN FRANCISCO
AND
BRIDGE HOUSING CORPORATION
DECEMBER 1999
TABLE OF CONTENTS
ARTICLE 1. DEFINITIONS .......................................................................................... 2
1.1 "AGENCY" .............................................................................................................. 2
1.2 "BORROWER" ......................................................................................................... 2
1.3 "BUDGET" .............................................................................................................. 2
1.4 "DEVELOPMENT". ................................................................................................... 2
1.5 "ELIGIBLE COSTS" .................................................................................................. 2
1.6 "LOAN". ................................................................................................................. 2
1.7 "LOAN AGREEMENT" ............................................................................................. 2
1.8 "NOTE". .................................................................................................................. 2
1.9 "PROPERTY". .......................................................................................................... 2
ARTICLE 2. TERMS OF LOAN ................................................................................... 2
2.1 LOAN ...................................................................................................................... 2
2.2 AMOUNT OF LOAN .................................................................................................. 2
2.3 TERM OF LOAN ....................................................................................................... 3
2.4 USE OF FUNDS ........................................................................................................ 3
2.5 PREPAYMENT OF LOAN ........................................................................................... 3
ARTICLE 3. SCOPE OF ACTIVITIES ........................................................................ 3
3.1 PRECONSTRUCTION ACTIVITIES .............................................................................. 3
3.2 AGENCY OVERSIGHT ..............................................................................................3
ARTICLE 4. LOAN DISBURSEMENT AND EARLY TERMINATION ................ 3
4.1 DISBURSEMENT OF LOAN PROCEEDS ...................................................................... 3
4.2 EARLY TERMINATION OF LOAN AGREEMENT ......................................................... 4
ARTICLE 5. INDEMNITY AND INSURANCE .......................................................... 4
5. ! INSURANCE COVERAGE .......................................................................................... 4
5.2 NON-LIABILITY OF OFFICERS, EMPLOYEES, AND AGENTS ..................................... 4
5.3 INDEMNITY ............................................................................................................. 5
ARTICLE 6. DEFAULT ................................................................................................. 5
6.1 BORROWER'S EVENTS OF DEFAULT ........................................................................ 5
6.2 NOTICE OF BORROWER'S DEFAULT AND OPPORTUNITY TO CURE .......................... 5
6.3 AGENCY'S REMEDIES ............................................................................................. 5
6.4 NOTICE OF AGENCY'S DEFAULT AND OPPORTUNITY TO CURE ............................... 5
6.5 BORROWER'S REMEDIES ........................................................................................ 6
ARTICLE 7. GENERAL PROVISIONS ....................................................................... 6
7.1 CONFLICTS OF INTEREST ......................................................................................... 6
7.2 BORROWER'S RECORDS .......................................................................................... 6
7.3 NONDISCRIMINATION ............................................................................................. 6
7.4 POLITICAL ACTIVITY .............................................................................................. 6
7.5 TERM OF THIS LOAN AGREEMENT .......................................................................... 6
7.6 GOVE~,~G LAW ................................................................................................... 6
7.7 A~ORNEY FEES AND COSTS .................................................................................. 7
7.8 TIME OF THE ESSENCE ............................................................................................ 7
7.9 CONSENTS AND APPROVALS ................................................................................... 7
7.10 NOTICES, DEMANDS AND COMMUNICATIONS ......................................................... 7
7.11 BI~DI~G UPON SUCCESSORS .................................................................................. 7
7.12 RELATIONSHIP OF PARTIES ..................................................................................... 7
7.13 ASSIGNMENT AND ASSUMPTION ............................................................................. 7
7.14 WAIVER .................................................................................................................. 8
7.15 INTEGKATION .......................................................................................................... 8
7.16 AMENDMENTS AND MODIFICATIONS ...................................................................... 8
7.17 SEVERABILIT¥ ........................................................................................................ 8
EXHIBIT A - LEGAL DESCRIPTION OF THE PROPERTY
EXHIBIT B - BUDGET
EXHIBIT C - PROMISSORY NOTE
PRECONSTRUCTION LOAN AGREEMENT
This Preconstmction Loan Agreement ("Loan Agreement") is entered into this
day of ,1999 by and between the REDEVELOPMENT
AGENCY OF THE CITY OF SOUTH SAN FRANCISCO, a public body corporate and
politic ("Agency"), and BRIDGE HOUSING CORPORATION, a California nonprofit
public benefit corporation ("Borrower").
RECITALS
WHEREAS, the Agency wishes to promote the development of affordable senior
rental housing in the South San Francisco community and to provide a greater choice of
housing opportunities for persons and families of low income; and,
WHEREAS, the Borrower proposes to acquire certain real property located at
Chestnut Avenue and Mission Road in South San Francisco and more particularly
described in Exhibit A attached and incorporated herein by reference (the "Property") to
develop approximately forty (40) units of rental housing affordable to low income senior
households (the "Development"); and,
.. WHEREAS, the Borrower has conducted certain predevelopment activities to
determine the feasibility and the scope of the intended Development and intends to
prepare construction drawings and carry out other preconstmction activities for the
Development; and,
WHEREAS, the Borrower has obtained from the U.S. Department of Housing and
Urban Development a preliminary award of $3.5 million in Section 202 grant funds to
support the construction of the Development; and,
WHEREAS, the Borrower wishes to borrow from the Agency and the Agency
wishes to loan to the Borrower funds to support the Borrower's preconstruction activities,
which will be used to secure a final commitment of said HUD grant; and,
WHEREAS, the Agency intends to make the loan from tax increment revenue
received by the Agency for the purpose of increasing and improving the supply of low
and moderate income housing pursuant to Section 33334.2 of the California Health and
Safety Code.
NOW THEREFORE, in consideration of the mutual agreements, obligations, and
representations, and in further consideration for the making of the Loan, the Borrower
and the Agency hereby agree as follows:
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ARTICLE 1. DEFINITIONS
The following terms have the meanings and content set forth in this section
wherever used in this Loan Agreement, attached Exhibits, or documents incorporated into
this Loan Agreement by reference.
1.1 "Agency" means the Redevelopment Agency of the City of South San
Francisco, a public body corporate and politic, and its authorized representatives,
officers, officials, directors, employees, and agents.
1.2 "Borrower" means the BRIDGE Housing Corporation, a California
nonprofit corporation, and its authorized representatives, assigns, transferees, or
successors-in-interest thereto.
1.3 "Budget" means that budget for the preconstruction activities for the
Development attached as Exhibit B, incorporated herein by reference.
1.4 "Development" is the acquisition of the Property and the construction of
approximately 40 units of rental housing affordable to low-income senior households.
1.5 "Eligible Costs" means all costs incurred by or paid by the Borrower in
preparing construction drawings for the Development and other preconstmction
activities, as more specifically described in the Budget.
1.6 "Loan" means the loan of funds provided by the Agency to the Borrower
pursuant to this Loan Agreement.
1.7 "Loan Agreement" means this loan agreement entered into between the
Agency and the Borrower.
1.8 "Note" is that unsecured promissory note executed by the Borrower in
favor of the Agency evidencing the Loan in an amount not to exceed Three Hundred
Thousand Dollars ($300,000.00), a form of which is attached hereto and incorporated
herein as Exhibit C.
1.9 "Property" means that certain real property described in Exhibit A
attached hereto and incorporated herein.
ARTICLE 2. TERMS OF LOAN
2.1 Loan. The Agency agrees to provide a loan of funds to the Borrower
under the terms and conditions of this Loan Agreement (the "Loan").
2.2 Amount of Loan. On and subject to the terms and conditions of this Loan
Agreement, the Agency agrees to make and the Borrower agrees to accept a Loan in an
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mount not to exceed Three Hundred Thousand Dollars ($300,000.00) evidenced by the
Note. The Loan shall bear simple interest at the rate of four percent (4%) per annum on
the principal amount outstanding from the date of the Note until paid, which interest shall
be deferred and shall accrue for the term of the Loan.
2.3 Term of Loan. Subject to the provisions in Section 4.2 below, the
principal of the Loan and all accrued interest thereon shall be due and payable on the
earliest of (a) twenty (20) years from the date of the Note or (b) an Event of Default by
the Borrower which has not been cured as provided for in this Loan Agreement.
2.4 Use of Funds. Loan proceeds may be used only for the Eligible Costs and
in the amount specified in the Budget, unless otherwise approved in writing by the
Agency.
2.5 Prepayment of Loan. No prepayment penalty will be charged to the
borrower for payment prior to the end of the Loan term described herein, of all or any
portion of the unpaid Loan principal and accrued interest.
ARTICLE 3. SCOPE OF ACTIVITIES
3.1 Preconstmction Activities. The Borrower shall perform the
preconstmction activities described herein within one (1) year from the date of this Loan
Agreement. The Borrower shall prepare construction documents, select a general
contractor, bid subcontracts, obtain building permits and close construction financing.
The Borrower shall submit the name of the proposed general contractor for the
Development for the Agency's approval. The Agency's review of the general contractor
shall be limited to the financial capability of the general contractor to successfully
undertake a project of the same size and scope as the Development.
3.2 Agency Oversight. The Borrower shall meet either in person or on the
telephone with the Agency on a periodic basis but not less than once every two weeks to
discuss the progress of the preconstmction activities for the Development.
ARTICLE 4. LOAN DISBURSEMENT AND EARLY TERMINATION
4.1 Disbursement of Loan Proceeds. The Borrower shall submit requests for
disbursement to the Agency at least 21 days prior to the date disbursement is needed by
the Borrower. Requests for disbursement shall be made once a month unless the borrower
can show a need for a more frequent disbursement of funds. Disbursement requests shall
be accompanied by invoices or receipts evidencing the costs incurred or expended by
Borrower in the preceding month. The Agency shall approve all requests for payment
prior to disbursement of Loan proceeds for payment of any preconstruction costs
incurred. At the request of the Agency, the Borrower shall provide the Agency with
satisfactory documentation evidencing the payment of expenses previously funded by the
Agency.
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4.2 Early Termination of Loan Agreement. (a) The Agency and the Borrower
anticipate that they will enter into an acquisition loan agreement by July 1, 2000 in which
the Agency shall loan funds to the Borrower to finance the acquisition of the Property. If
the Agency and Borrower execute an acquisition loan agreement, all disbursements made
under this Loan Agreement shall be considered disbursements under the acquisition loan
agreement. The Borrower shall execute a new promissory note in favor of the Agency,
which shall incorporate the funds disbursed and allocated under this Loan Agreement.
The new promissory note shall be secured by a deed of trust recorded against the
Property in favor of the Agency.
(b) If either the Agency or the Borrower decides that the development of the
Property is not feasible and it is not advisable to enter into the acquisition loan
agreement, then upon ten (10) days advance written notice given to the other party, this
Loan Agreement shall terminate and the Borrower shall assign to the Agency and the
Agency shall assume from the Borrower all of the Borrower's rights and obligations, up
to the amounts specified in the Budget, under any contracts and government approvals
related to the preconstmction activities contemplated herein. The Borrower shall provide
the Agency with all products prepared for the Development pursuant to this Loan
Agreement, subject to the permission of Borrower's consultant(s), if such permission is
required. The Agency shall immediately upon the termination of this Loan Agreement,
forgive all principal and interest under the Loan and cancel the Note and reimburse the
Borrower for all costs incurred by the Borrower pursuant to this Loan Agreement which
have not been previously reimbursed by the Agency up to the maximum amount allowed
under the Budget. The Borrower shall not be obligated to repay the Agency for any costs
and expenses which may have been incurred by the Agency pursuant to this Loan
Agreement, including but not limited to, any repayment under the Note.
ARTICLE 5. INDEMNITY AND INSURANCE
5.1 Insurance Coverage. The Borrower shall maintain in full force and effect
during the term of the Loan, public liability insurance to protect against loss from liability
for property damage or bodily injury, including death therefrom, suffered by any person
or persons, resulting directly or indirectly from any acts of the Borrower. Such property
damage and bodily injury insurance shall also provide for and protect the Agency against
incurring any legal cost in defending claims for alleged loss. Such bodily injury and
property damage insurance shall name the Agency as an additional insured and shall be in
the following amounts: a general aggregate amount of not less than One Million dollars
($1,000,000.00); not less than five Hundred Thousand dollars ($500,000.00) of bodily
injury and property damage insurance; provided, however, the limitation on the amount
of insurance shall not limit the responsibility of the Borrower to indemnify the Agency or
pay damages on account of injury to persons or property resulting from the Borrower's
activities or the activities of Borrower's contractors or subcontractors.
5.2 Non-Liability of Officers, Employees, and Agents. No officer, employee,
or agent of the Agency shall be held personally liable to the Borrower for any obligation
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created under the terms of this Loan Agreement except in the case of actual fraud or
willful misconduct by such person.
5.3 Indemnity. Except for the negligence or willful misconduct of the
Agency, the Borrower undertakes and agrees to defend, indemnify, and hold harmless the
Agency from and against all suits and causes of action, claims, losses, demands and
expenses, including, but not limited to, attorney fees and costs of litigation, damage or
liability of any nature whatsoever, arising in any manner by reason of or incident to the
performance of this Loan Agreement on the part of the Borrower or any contractor or
subcontractor of the Borrower, whether or not contributed to by an act or omission of the
Agency.
ARTICLE 6. DEFAULT
6.1 Borrower's Events of Default. The occurrence of any of the following
events shall constitute a "Borrower's Event of Default" under this Loan Agreement:
A. the Borrower's failure to pay when due any sums payable under the Note or
any advances made by the Agency under this Loan Agreement; and
B. the Borrower's failure to obtain and maintain the insurance coverage required
under this Loan Agreement.
6.2 Notice of Borrower's Default and Opportunity to Cure. The Agency shall
give written notice to the Borrower of any Borrower's Event of Default by specifying: (a)
the nature of the event or deficiency giving rise to the default, (b) the action required to
cure the default, if an action to cure is possible, and (c) a date, which shall not be less
than 30 calendar days from the date of receipt of the notice or the date the notice was
refused, by which such action to cure must be taken, or if a cure cannot be accomplished
in thirty (30) days a reasonable time thereafter.
6.3 Agency's Remedies. Upon the happening of a Borrower's Event of
Default and a failure to cure said default within the time specified in the notice from
Agency, the Agency's obligation to disburse Loan proceeds shall terminate and the
Agency may proceed with any or all of the following remedies in any order or
combination the Agency may choose in its sole discretion:
A. Terminate this Loan Agreement, in which event the entire unpaid principal
amount of the Loan and all accrued interest shall immediately become due and payable at
the option of the Agency;
B. Pursue any other remedy allowed at law or in equity.
6.4 Notice of Agency's Default and Opportunity to Cure. The Borrower shall
give written notice to the Agency of any Agency's Event of Default by specifying: (a) the
nature of the event or deficiency giving rise to the default, (b) the action required to cure
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the default, if an action to cure is possible, and (c) a date, which shall not be less than 30
calendar days from the date of receipt of the notice or the date the notice was refused, by
which such action to cure must be taken, or if a cure cannot be accomplished in thirty
(30) days a reasonable time thereafter.
6.5 Borrower's Remedies. Upon the happening of an Agency's Event of
Default and a failure to cure said default within the time specified in the notice from the
Borrower, the Borrower may:
A. Demand payment from the Agency of any sums due the Borrower; and/or
B. Pursue any other remedy allowed at law or in equity.
ARTICLE 7. GENERAL PROVISIONS
7.1 Conflicts of Interest. No member, official or employee of the Agency
shall have any personal interest, direct or indirect, in this Loan Agreement nor shall any
such member, official or employee participate in any decision relating to the Loan
Agreement which affects his or her personal interests or the interest of any corporation,
partnership or association in which he or she is, directly or indirectly, interested.
7.2 Borrower's Records. The Borrower shall be accountable to the Agency
for all funds disbursed to the Borrower pursuant to this Loan Agreement. The Borrower
agrees to maintain records that accurately and fully show the date, amount, purpose, and
payee of all expenditures drawn from Loan funds, and to keep all invoices, receipts, and
other documents related to expenditures from said Loan funds for not less than three
years after completion of the Development.
7.3 Nondiscrimination. The Borrower shall not discriminate or segregate in
the development, construction, use, enjoyment, occupancy, conveyance, lease, sublease,
or rental of any part of the Property on the basis of race, color, ancestry, national origin,
religion, sex, sexual preference, age, marital status, family status, source of income,
physical or mental disability, Acquired Immune Deficiency Syndrome (AIDS) or AIDS-
related conditions, or any other arbitrary basis. The Borrower shall otherwise comply
with all applicable local, state, and federal laws concerning discrimination in housing.
7.4 Political Activity. None of the funds, materials, property or services
contributed by the Agency or the Borrower under this Loan Agreement shall be used for
any partisan political activity or the election or defeat of any candidate for public office.
7.5 Term of This Loan Agreement. This Loan Agreement shall commence on
the date first set forth above and remain in full force and effect throughout the term of the
Loan°
7.6 Governing Law. This Loan Agreement shall be interpreted under and be
governed by the laws of the State of California.
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7.7 Attorney Fees and Costs. In the event any legal or administrative action is
commenced to enforce the terms of this Loan Agreement, the prevailing party in any such
action shall be entitled to recover all reasonable attorney fees and costs.
7.8 Time of the Essence. Time is of the essence of this Loan Agreement.
7.9 Consents and Approvals. Any consent or approval of the Agency or the
Borrower required under this Loan Agreement shall not be unreasonably withheld. Any
approval required under this Loan Agreement shall be in writing and executed by an
authorized representative of the party granting such approval.
7.10 Notices, Demands and Communications. Notices required by this Loan
Agreement shall be sufficiently given and shall not be deemed given unless dispatched by
registered or certified mall, postage prepaid, return receipt requested, or delivered
personally, to the principal office of the Borrower and the Agency as follows:
If to Agency: Redevelopment Agency of South San Francisco
400 Grand Ave.
P.O. Box 711
South San Francisco, Ca. 94083
Attn: Norma Fragoso
If to Borrower: BRIDGE Housing Corporation
1 Hawthorne Street, Suite 400
San Francisco, Ca. 94105
Attn: Lydia Tan
7.11 Binding Upon Successors. All provisions of this Loan Agreement shall be
binding upon and inure to the benefit of the successors-in-interest, transferees, and
assigns of each of the parties; provided, however that this section does not waive the
prohibition on assignment of this Loan Agreement by the Borrower without the Agency's
consent.
7.12 Relationship of Parties. The relationship of the Borrower and the Agency
is and at all times shall remain solely that of a debtor and a creditor, and shall not be
construed as a joint venture, equity venture, or partnership. The Agency neither
undertakes nor assumes any responsibility or duty to the Borrower (except as provided
for herein) or any third party with respect to the Development, the Property, or the Loan.
Except as the Agency may specify in writing, the Borrower shall have no authority to act
as an agent of the Agency or to bind the Agency to any obligation.
7.13 Assignment and Assumption. Other than to an affiliate of the Borrower or
to a partnership of which an affiliate of the Borrower is the general partner, the Borrower
shall not assign any of its interests under this Loan Agreement to any other party without
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the prior written consent of the Agency. Any unauthorized assignment shall be void ab
initio.
7.14 Waiver. Any waiver by the Agency or the Borrower of any obligation in
this Loan Agreement must be in writing. No waiver will be implied from any delay or
failure by the Agency to take action on any breach or default of the Borrower or to pursue
any remedy allowed under this Loan Agreement or under applicable law. Any extension
of time granted to the Borrower to perform any obligation under the Loan Agreement or
Note shall not operate as a waiver or release from any of its obligations. Consent by the
Agency to any act or omission by the Borrower shall not be construed to be a consent to
any other or subsequent act or omission or to waive the requirement for the Agency's
written consent to future waivers.
7.15 Integration. This Loan Agreement, including exhibits, contains the entire
agreement of the parties and supersedes all prior and contemporaneous written and oral
understandings.
7.16 Amendments and Modifications. Any amendments or modifications to
this Loan Agreement must be in writing, and shall be effective only if executed by both
the Borrower and the Agency.
7.17 Severability. Every provision of this Loan Agreement is intended to be
severable. If any provision of this Loan Agreement shall be held invalid, illegal, or
unenforceable by a court of competent jurisdiction, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or impaired.
[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have executed this Loan Agreement as of
the date first above written.
AGENCY: BORROWER:
REDEVELOPMENT AGENCY OF BRIDGE HOUSING CORPORATION
THE CITY OF SOUTH SAN FRANCISCO
By: By:
Michael A. Wilson, Executive Director
Approved as to form:
By:
Agency Counsel
Attest:
By:
Agency Secretary
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- EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
Parcel C, as shown on that certain map entitled, "RESUBDIVISION OF A PORTION
OF PARCEL 1 OF RECORD OF SURVEY MAP FILED IN VOLUME 5 OF L.L.S.
MAPS, PAGE 103", which map was filed on January 2, 1979, in Volume 45 of parcel
Maps, at Pages 21 and 22, Records of San Marco County, California.
A.P. No.: 011-327-040 JPN 011 032 322 1.03 A
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EXHIBIT B
BUDGET
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EXHIBIT C
PROMISSORY NOTE
$300,000.00
South San Francisco, California
December ,1999
FOR VALUE RECEIVED, the undersigned, BRIDGE Housing Corporation, a
California nonprofit corporation, ("Borrower"), promises to pay to the order of the
Redevelopment Agency of the City of South San Francisco ("Agency"), at 400 Grand
Avenue, South San Francisco, California 94083, or at such other place as may be
designated in writing by the holder, the principal sum of $300,000.00, together with
interest in arrears from the date hereof on the unpaid principal balance, at the rate of four
percent (4%) per annum.
Principal shall be payable in equal annual installments, commencing on the first day of
the fiscal year following the first year of stabilized operations of the Development
described in that certain Loan Agreement between Agency and Borrower dated
December ,1999 ("Loan Agreement") and continuing on the same day of each year
thereafter until and including the year 2019. Payment of interest accrued shall be deferred
until the date this Note matures, which shall be the 20th anniversary of the date of this
Note ("Maturity Date"). The remaining unpaid principal, together with any accrued
interest, shall be due and payable in full on the Maturity Date, if not already paid.
Provided, that any such payments shall be made only to the extent that funds are available
from the net revenue generated by the Development referenced herein above, after
payment of operating expenses and debt service on more senior obligations ("Residual
Receipts").
All payments under this Note shall be in lawful money of the United States.
In no event shall the interest and other charges in the nature of interest hereunder, if
any, exceed the maximum amount of interest permitted by law. Any amount collected in
excess of the maximum legal rate shall be applied to reduce the principal balance.
All payments under this Note shall be applied first to late fees and costs, if any, second
to interest then due, if any, and the balance to principal.
The Borrower agrees to pay to the holder all costs, expenses and reasonable attorney's
fees incurred in the collection of sums due hereunder, whether through legal proceedings
or otherwise, to the extent permitted by law.
This Note may be prepaid at any time, in whole or in part, without penalty or premium.
At the option of the holder, this entire Note shall become immediately due and
payable, without demand or notice, upon the occurrence of any one of the following
events:
(a) failure of the Borrower to pay any installment hereunder when due, which shall
continue for 30 days, provided that Residual Receipts are available to pay said
installment;
(b) Borrower's failure to obtain and maintain the insurance required in the Loan
Agreement;
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(c) insolvency or failure of Borrower or any guarantor to generally pay its debts as they
become due;
(d) assignment for the benefit of creditors of, or appointment of a receiver or other
officer for, all or any part of Borrower's or any guarantor's property; or
(e) adjudication of bankruptcy, or filing of a petition under any bankruptcy or debtor's
relief law by or against Borrower or any guarantor.
The Borrower expressly waives presentment, demand, notice, protest, and all other
demands and notices in connection with this Note. No renewal or extension of this Note,
nor release of any collateral or party liable hereunder, will release the liability of
Borrower.
Failure of the holder to exercise any right or option shall not constitute a waiver, nor
shall it be a bar to the exercise of any right or option at any future time.
If any provision of this Note shall be invalid or unenforceable, the remaining
provisions shall remain in full force and effect.
This Note shall be governed by the laws of the State of California.
IN WITNESS WHEREOF, this Promissory Note is executed on the day and year first
above written.
BORROWER:
BRIDGE HOUSING CORPORATION
By:
BRIDGE Housing Corporation- Preconstruction Loan 13
J:wpd/mnrsw/405/001/redevel/Bridge Housing PRECONSTRUCTION LOAN AGREEMENT
CHEST
SENIO
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