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HomeMy WebLinkAboutReso 176-2020 (20-910)City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA City Council Resolution: RES 176-2020 File Number: 20-910 Enactment Number: RES 176-2020 RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND BRIDGE HOUSING CORPORATION FOR A PREDEVELOPMENT LOAN FOR 158 AFFORDABLE HOUSING UNITS AT THE PUC SITE AND APPROVING BUDGET AMENDMENT NUMBER 21.029. WHEREAS, after a lengthy developer solicitation process, the City selected L37/KASA as the preferred developer for the PUC Site, a 6.61 -acre former Redevelopment Agency property located along Mission Road, between Grand and Oak Avenues; and WHEREAS, on June 13, 2019, SSF Housing Partners, LLC (also known as L37/KASA) submitted an application for a mixed-use, 800 -unit development including 20% (or 158) affordable units on the PUC Site; and WHEREAS, L37/KASA partnered with Bridge Housing Corporation (Bridge), a highly qualified affordable housing developer, to construct and operate the 158 Below Market Rate (BMR) units in a stand-alone, fully affordable building at the northernmost part of the PUC Site; and WHEREAS, to make the affordable component of the project as competitive as possible for Federal, State, and County funds, Bridge requested a $2 million predevelopment loan from the City of South San Francisco; and WHEREAS, these funds will be considered the City's matching contribution to the project and will be leveraged several times over with other sources of soft debt and equity; and WHEREAS, at a closed session meeting on August 29, 2019, staff brought Bridge's request for a $2 million predevelopment loan to the City Council for consideration; and WHEREAS, the City Council directed staff to incorporate approval of the loan in the disposition approvals; and WHEREAS, on November 13, 2019, the City Council adopted Resolution No. 153-2019 approving a Purchase and Sale Agreement and Affordable Housing Agreement for the project; and WHEREAS, that Affordable Housing Agreement approved on November 13, 2019 included a provision granting Bridge the $2 million predevelopment loan; and City of South San Francisco Page 1 File Number. 20-910 Enactment Number: RES 176-2020 WHEREAS, City, staff has negotiated a predevelopment loan agreement with Bridge, which is now ready for Council consideration for approval; and WHEREAS, this predevelopment loan is to be funded by Fund 823, the City's Commercial Linkage Fee Fund, which has an unencumbered cash balance of $4.8 million as of November 2020; and WHEREAS, funds generated by the City's Commercial Linkage Fee may be used to assist private organizations to increase and improve "the supply of housing affordable to moderate, low, very low, and extremely low-income households" in the City, as set forth in chapter 8.69 of the South San Francisco Municipal Code; and WHEREAS, development of affordable housing by Bridge on the PUC Site furthers these purposes. NOW THEREFORE, BE IT RESOLVED, by the City Council of the City of South San Francisco: 1. The foregoing recitals are true and correct and made a part of this Resolution. 2. The City Manager, or his designee, is authorized to execute the predevelopment loan agreement on behalf of the City, a draft of which is attached hereto as Exhibit A and incorporated herein, subject to minor amendments that do not materially increase the City's obligations. 3. The City Manager, or his designee, is authorized to execute any other necessary documents related to the approval and administration of the predevelopment loan agreement. 4. The City Council approves Budget Amendment Number 21.029 appropriating $2 million from Fund 823 to fund the predevelopment loan. At a meeting of the City Council on 12/1/2020, a motion was made by Councilmember Matsumoto, seconded by Councilmember Nicolas, that this Resolution be approved. The motion passed. Yes: 5 Mayor Garbarino, Vice Mayor Addiego, Councilmember Nagales, Councilmember Nicolas, and Councilmember Matsumoto Attest by �190 ltl�_A osa Govea Acosta, City Clerk City of South San Francisco Page 2 535\02\2952495.2 1 LOAN AGREEMENT This Loan Agreement (this “Agreement”) is entered into effective as of __________, 20__ (“Effective Date”) by and between the City of South San Francisco, a municipal corporation (the "City") and BRIDGE Housing Corporation, a California nonprofit public benefit corporation ("Borrower"). The City and Borrower are hereinafter collectively referred to as the “Parties.” RECITALS A. The City entered into that certain Development Agreement (the "DA") with SSF PUC Housing Partners, LLC, a Delaware limited liability company ("SSF Partners"), effective January 1, 2020, and recorded on _____________, 20__ in the Official Records of San Mateo County (the "Official Records") as Document No. ____________. The DA obligates SSF Partners to construct a project at 1051 Mission Road (the "SSF PUC Site"), generally including 800 residential units, an approximately 8,307 square foot childcare center, an approximately 12,992 square foot commercial building, landscaping and park improvements, and other improvements and public infrastructure ("Master Project"). B. On December 23, 2019, the City and SSF Partners entered into that certain Purchase and Sale Agreement (the "PSA"), whereby the City agreed to sell, and SSF Partners agreed to purchase from the City, the SSF PUC Site on terms and conditions set forth therein. C. The City has designated the Borrower as the developer of affordable housing within the Master Project and the PSA includes a form of assignment agreement between SSF Partners and Borrower (the "Assignment Agreement"), substantial form of which was approved by the City Council on November 13, 2019. The Assignment Agreement contemplates that SSF Partners will assign certain rights and obligations under the DA and the PSA to Borrower, including the right to acquire a portion of the SSF PUC Site more particularly described in Exhibit A hereto (the "Property"), and the obligation to construct one hundred fifty-eight (158) affordable rental units thereon (each a "Unit," and collectively with amenities and associated public improvements, the "Project"). D. Of even date with Borrower's acquisition of the Property, the Parties will execute for recordation in the Official Records an Affordable Housing Regulatory Agreement and Declaration of Restrictive Covenants (the "Regulatory Agreement"), substantially in the form approved by the City Council on November 13, 2019, pursuant to which Borrower will agree to lease the Units, exclusive of a manager's Unit, at an affordable rent for a period of fifty-five (55) years from the final Certificate of Occupancy. The Regulatory Agreement requires that at least fifty-five (55) of the Units will be rented to households whose incomes range between extremely low income and lower income. The average affordable restriction on of all of the Units, exclusive of a manager's Unit, shall be sixty percent (60%) of AMI. E. The City maintains an Affordable Housing Assets Fund, which holds funds generated by the City’s Commercial Linkage Fee and may be used to assist private organizations to increase and improve “the supply of housing affordable to moderate, low, very low, and extremely low-income households” in the City. The City desires to make to Borrower, and Borrower 535\02\2952495.2 2 desires to accept from the City, a predevelopment loan in the amount of Two Million and No/100 Dollars ($2,000,000.00) using Commercial Linkage Fee monies in the Affordable Housing Assets Fund (the "Loan"). NOW THEREFORE, in consideration of their mutual undertakings and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. THE LOAN AND DISBURSEMENT OF LOAN PROCEEDS. 1.1. Loan. The City agrees to make the Loan, and Borrower agrees to accept the same, upon the terms and conditions and for the purposes set forth in this Agreement. The Loan shall be evidenced by a promissory note dated as of the Effective Date and executed by Borrower substantially in the form attached hereto as Exhibit B (the "Note"). Provided that Borrower has complied with all conditions set forth in Section 1.6, the Loan shall be disbursed in accordance with Section 1.5 hereof. 1.2. Interest; Maturity Date. Interest shall accrue on the Loan at a rate of one-tenth of a percent (0.1%) simple interest per annum for so long as Borrower is not in default under, (a) this Agreement, (b) the Note, (c) the Regulatory Agreement (collectively, the "Loan Obligations"). Otherwise, the Loan shall accrue interest at the Default Rate, as set forth in the Note, until such default is cured. Subject to Section 1.3, the outstanding balance of the Note will be due and payable 3 years from the date of this Agreement (the "Maturity Date"), provided, however, that if Borrower has made good faith efforts to apply for financing for the Project and obtain any remaining governmental approvals for the Project, the Maturity Date shall be extended in three (3) year increments for up to a total of nine (9) years, as such extensions are approved by the City Manager. At the close of construction period financing, the Loan Agreement shall be Amended and Restated to extend the Maturity Date to a term of fifty-five years from the date of issuance of the last certificate of occupancy or equivalent certification provided for the Units by the City's building official; provided, however, that if such date cannot be established, the Maturity Date shall be the fifty-seventh (57th) anniversary of the Effective Date. If the California Department of Housing and Community Development ("HCD") is a lender to the Project, at conversion to permanent financing, the parties will extend to the Maturity Date to match the maturity date of the HCD financing. 1.3. Termination for Infeasibility; Forgiveness. If any of the following circumstances arises, and no Borrower Event of Default has occurred and is ongoing, Borrower may terminate this Agreement by giving notice to the City prior to the Maturity Date, and the City shall forgive all sums due under the Note: a. Borrower is unable to acquire the Property despite commercially reasonable efforts due to a default by the City or SSF Partners under the PSA or DA; b. Borrower or its assignee (including Borrower or an affiliate thereof) is excused from acquiring the Property because a Buyer's condition to closing under Section 5.2 of the PSA has not been met; 535\02\2952495.2 3 c. Borrower does not receive additional land use, planning, environmental, or building approvals required for the development of the Project, despite Borrower's good faith efforts to obtain such approval; or d. Borrower is unable to obtain financing necessary to construct the Project despite Borrower's timely and good faith efforts to obtain such financing, that may include but is not be limited to IIG, AHSC, MHP, tax credits, bonds, conventional mortgages or low-income housing tax credit equity, or philanthropic sources. 1.4. Use of Loan Proceeds. The Loan shall be used solely and exclusively to defray predevelopment costs for the Project, consistent with the predevelopment budget attached as Exhibit C (the "Predevelopment Budget"); provided, however, that any Loan amounts disbursed after construction closing may be used for the construction of the Project. 1.5. Disbursement of Proceeds. Upon satisfaction of the conditions set forth in Section 1.6, the City shall promptly disburse Loan proceeds to Borrower, and provided that Borrower has provided the City copies of third-party invoices, evidence of Borrower’s payment for services rendered in connection with the Project, and such other documentation as the City may reasonably require, the City shall promptly disburse Loan proceeds to Borrower. 1.6. Conditions Precedent to Disbursement of Funds. The City's obligation to disburse Loan proceeds is conditioned upon satisfaction of all of the following conditions: a. Borrower’s execution and delivery to the City of this Agreement and the Note; and b. Borrower’s delivery to the City of both of the following: (i) a certified resolution indicating that Borrower has authorized this transaction and that the persons executing this Agreement on Borrower’s behalf have been duly authorized to do so, and (ii) a certified copies of Borrower’s articles of incorporation, bylaws, and I.R.S. tax-exemption determination letter. c. Borrower's presentation of an updated Predevelopment Budget, as reasonably approved by the City, accompanied by the requested disbursement amount to provide for costs incurred to date. Requests for payment shall be made quarterly. 1.7. No Obligation to Disburse Proceeds Upon Default or Termination. Notwithstanding any other provision of this Agreement, the City shall have no obligation to disburse any portion of the Loan to Borrower: a. Upon the failure of any of Borrower’s representations and warranties set forth in this Agreement to be true and correct in all material respects; b. Following the termination of this Agreement; or c. During the pendency of any uncured Event of Default. 1.8. Security. 535\02\2952495.2 4 a. Assignment. As security for the Loan, and as part of the consideration for entering into this Agreement, Borrower hereby assigns its rights under the Collateral, as defined below (the "Assignment"). The Assignment shall become effective upon the occurrence of an Event of Default or Termination for Infeasibility. The City shall have no obligation under the Collateral unless it expressly agrees in writing to be bound thereby. If the Assignment shall become effective, the City may use the Collateral for any purposes for which Borrower could have made use of the same in the development of the Project. Borrower shall cooperate with the City in the implementation of its rights under the Assignment, and shall immediately deposit the Collateral with the City if the Assignment becomes effective. As used herein, the term "Collateral" includes the following: All architectural designs, construction, engineering, surveying, and consulting contracts, and any and all amendments, modifications, supplements, addenda and general conditions thereto heretofore or hereafter entered into by Borrower and any contractor or consultant pertaining to development of the Project; all plans and specifications, surveys, shop drawings, working drawings, reports, studies, amendments, modifications, changes, supplements, general conditions, addenda and work product thereto heretofore or hereafter prepared by Borrower or any contractor or consultant pertaining to development of the Project; all land use approvals, conditional use permits, building permits and other governmental entitlements and approvals of any nature obtained for the Project; and all financing applications or other applications and all other tangible documents, except those of a proprietary or confidential nature, pertaining to development of the Project. b. Deed of Trust. In addition to the Assignment, concurrent with the Borrower's acquisition of the Property, the Borrower shall record and comply with the Deed of Trust in a form provided by the City and reasonably acceptable to the Borrower. Such Deed of Trust shall be subordinate to Borrower's private financing for acquisition of the Property and construction of the Project, to any HCD documents if required by HCD's regulations and guidelines, and to any other public entity that provides funding for the Project in excess of the amount of the Loan. 2. NON-DISCRIMINATION. Borrower covenants by and for itself and its successors and assigns that there shall be no discrimination against or segregation of a person or of a group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Project or the Property, nor shall Borrower or any person claiming under or through Borrower 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, subtenants, sublessees or vendees in the Project. Deeds, leases, and contracts entered into by Borrower with respect to the Project shall contain any mandatory non-discrimination language required under the Regulatory Agreement. 3. ADDITIONAL COVENANTS, REPRESENTATIONS AND WARRANTIES OF BORROWER. 535\02\2952495.2 5 3.1. Representations. Borrower represents and warrants to the City as follows: a. Organization of the Borrower. Borrower is a duly organized nonprofit public benefit corporation, validly existing and in good standing under the laws of the State of California. Borrower has all requisite power and authority to develop the Project, to carry on its business as now conducted, and to execute, deliver and perform its obligations under this Agreement, the Note, , and the Assignment Agreement. Borrower has received a determination from the Internal Revenue Service that it is exempt from federal tax under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended. b. Authorization of the Loan; No Violation. The execution, delivery and performance of this Agreement and the Note have been duly authorized by Borrower, and this Agreement and the Note, when duly executed and delivered will constitute the valid and binding obligations of Borrower enforceable in accordance with their respective terms. Borrower’s execution of this Agreement and the Note and performance thereunder will not result in a breach of or constitute a default under any agreement, indenture or other instrument to which Borrower is a party or by which Borrower may be bound. c. Litigation. There are no pending or, to Borrower’s knowledge, threatened actions or proceedings before any court or administrative agency which may adversely affect the financial condition or operation of Borrower or its ability to carry out the obligations of Borrower under this Agreement and the Note. Borrower is not the subject of an action under federal or state Bankruptcy Law (as defined below). 3.2. Indemnification. Borrower shall indemnify, defend (with counsel approved by the City), and hold the City and its elected and appointed officers, officials, employees, contractors, agents, and representatives (all of the foregoing, collectively the “Indemnitees”) harmless from and against any and all liabilities, losses, damages, fines, deficiencies, penalties, claims, demands, suits, actions, causes of action, legal or administrative proceedings, judgments, costs and expenses (including without limitation reasonable attorneys’ fees and court costs) (all of the foregoing, collectively “Claims”) arising directly or indirectly in any manner in connection with or resulting from, (a) any and all of Borrower's predevelopment and construction activities in connection with the Project, including without limitation, site investigations conducted by or for Borrower; (b) any failure of any of Borrower’s representations or warranties set forth in this Agreement, or made by Borrower in connection with the execution and delivery of this Agreement or in any certificate furnished pursuant hereto, or in connection with any request for disbursement of Loan proceeds to be correct in all material respects; (c) any contract for services entered into between Borrower and a third party, or services provided to Borrower by a third party, related to the Project; and (d) any claim, demand or cause of action, or any action or other proceeding, whether meritorious or not, brought or asserted against any Indemnitee which relates to or arises in connection with the Loan or any transaction contemplated thereby. Borrower’s obligations under this Section shall survive the making and repayment of the Loan and the 535\02\2952495.2 6 expiration or termination of this Agreement. Borrower's indemnity obligations shall not apply to Claims arising solely as a result of the willful misconduct or gross negligence of the Indemnitees. 3.3. Books and Records. The City shall have the right, during business hours and after reasonable notice to Borrower, to request copies of, inspect, and copy Borrower's books and records pertaining to the Property, the Project and the Loan, excluding those that are confidential or proprietary. Borrower shall comply with any request for such records within thirty (30) days. The City shall maintain the copies of Borrower’s books and records in strict confidence except to the extent required to be disclosed by applicable law. 4. DEFAULT AND REMEDIES. 4.1. Events of Default. The occurrence of any one or more of the following events shall constitute an event of default hereunder (“Event of Default”): a. Unless the Loan is forgiven pursuant to the terms of this Agreement, Borrower fails to pay any amount due under the Note, and such failure continues for thirty (30) days after the City notifies Borrower thereof in writing. b. Any of Borrower’s representations or warranties contained in this Agreement, or made by Borrower in connection with the execution and delivery of this Agreement or in any certificate furnished pursuant hereto, or in connection with any request for disbursement of Loan proceeds, shall prove to have been incorrect when made in any material respect. c. Borrower fails to use Loan proceeds in accordance with this Agreement or fails to use Loan proceeds in accordance with Borrower's request for disbursement. d. Pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors ("Bankruptcy Law"), Borrower, (i) commences a voluntary case or proceeding; (ii) consents to the entry of an order for relief against Borrower in an involuntary case; (iii) consents to the appointment of a trustee, receiver, assignee, liquidator or similar official for Borrower; (iv) makes an assignment for the benefit of its creditors; or (v) admits in writing its inability to pay its debts as they become due. e. A court of competent jurisdiction enters an order or decree under any Bankruptcy Law that, (i) is for relief against Borrower in an involuntary case, (ii) appoints a trustee, receiver, assignee, liquidator or similar official for Borrower or substantially all of such entity’s assets, (iii) orders the liquidation of Borrower, or (iv) issues or levies a judgment, writ, warrant of attachment or similar process against the Property or the Project, and in each case the order or decree is not released, vacated, dismissed or fully bonded within sixty (60) days after its issuance. 535\02\2952495.2 7 f. Borrower fails to maintain insurance as required pursuant to any of the Loan Obligations, and Borrower fails to cure such default within ten (10) days. g. Borrower defaults in the performance of any term, provision, covenant or agreement contained in the Loan Obligations, and unless a shorter cure period is specified for such default, the default continues for thirty (30) days after the date upon which the City shall have given written notice of the default to Borrower; provided, however, that in the case of a nonmonetary default that is not susceptible of cure within thirty (30) days, an Event of Default shall not arise hereunder if Borrower commences to cure the default within thirty (30) days and thereafter prosecutes the curing of such default to completion with due diligence and in good faith, but in no event longer than one hundred twenty (120) days from the receipt of notice of default. 4.2. Remedies. Upon the occurrence of an Event of Default, the City shall have the following rights: a. b. To exercise the remedies under the Deed of Trust (if applicable) and the Assignment of Collateral pursuant to and as described in Section 1.8; c. To seek a judicial declaration or order of specific performance; d. In the case of an Event of Default arising under any Loan Obligation other than this Agreement, to exercise the rights under that Loan Obligation; or e. To terminate this Agreement. Notwithstanding the forgoing, the loan is non-recourse to Borrower. Each of the remedies provided herein is cumulative and not exclusive of, and shall not prejudice, any other remedy provided herein or in the Note. The City may exercise any rights and remedies available at law or in equity, in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement; provided, however, that Borrower's obligation to repay the Loan shall be secured by the Assignment (and following acquisition the Deed of Trust) without recourse to Borrower. 5. MISCELLANEOUS. 5.1. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Notwithstanding the foregoing, the City's obligation to make the Loan is personal to Borrower, and shall not be assignable by operation of law or otherwise absent the express written consent of the City, and any such prohibited assignment by operation of law or otherwise shall be void. The City shall not unreasonably delay, condition, or withhold its consent to an assignment of this Agreement by Borrower to a tax credit limited partnership in which Borrower or an affiliate of Borrower is a general partner. 535\02\2952495.2 8 5.2. Notices. Except as otherwise specified herein, all notices to be sent pursuant to this Agreement shall be made in writing, and sent to the Parties at their respective addresses specified below or to such other address as a Party may designate by written notice delivered to the other Party in accordance with this Section. All such notices shall be sent by: a. personal delivery, in which case notice is effective upon delivery; b. certified or registered mail, return receipt requested, in which case notice shall be deemed delivered on receipt if delivery is confirmed by a return receipt; c. nationally recognized overnight courier, with charges prepaid or charged to the sender’s account, in which case notice is effective on delivery if delivery is confirmed by the delivery service; or d. electronic mail, in which case notice shall be deemed delivered upon transmittal, provided that, (i) a duplicate copy of the notice is promptly delivered by first- class or certified mail or by overnight delivery (in which case notice shall be deemed given two business days after the duplicate is deposited in the mail), or (ii) receipt is voluntarily acknowledged by the Party to be noticed (in which case notice shall be deemed given when acknowledged), and the electronic mail is sent to an address approved for these purposes under this Agreement by an authorized representative of Borrower or the City. CITY: City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 Attention: City Manager E-mail: _______________ BORROWER: BRIDGE Housing Corporation 600 California Street, Suite 900 San Francisco, CA 94108 Attn: General Counsel Email: [email protected] 5.3. Waiver, Modification and Amendment. No failure or delay on the part of the City in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy hereunder. No modification or waiver of any provision of this Agreement, nor any consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on Borrower in any case shall entitle Borrower to any 535\02\2952495.2 9 other or further notice or demand in similar or other circumstances unless expressly provided herein or by law. No amendment to or modification of this Agreement shall be effective unless and until such amendment or modification is in writing, properly approved in accordance with applicable procedures, and executed by the Parties. 5.4. Further Assurances. The Parties shall execute, acknowledge and deliver to the other such other documents and instruments, and take such other actions, as either shall reasonably request as may be necessary to carry out the intent of this Agreement. 5.5. Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. 5.6. Modifications for Lenders and Investors. The City Manager is authorized to execute amendments to this Loan Agreement, the Note, Regulatory Agreement, Deed of Trust and Assignment, as may be reasonably requested by Project lenders and investors. 5.7. Action by the City. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, consent or request by the City is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by the City Manager or by any person who shall have been designated by the City Manager, without further approval by the City Council unless the City Manager determines in his or her discretion that such action requires such approval. 5.8. Non-Liability of City and City Officials, Employees and Agents. No member, official, employee or agent of the City shall be personally liable to Borrower, or any successor in interest, in the event of any default or breach by the City, or for any amount of money which may become due to Borrower or its successor or for any obligation of the City under this Agreement. 5.9. No Third Party Beneficiaries. There shall be no third party beneficiaries to this Agreement. 5.10. Captions; Construction. The headings of the sections and paragraphs of this Agreement have been inserted for convenience only and shall not be used to construe this Agreement. The language of this Agreement shall be construed as a whole according to its fair meaning and consistent with the purposes for which the Parties entered into this Agreement, and not strictly for or against any Party. Time is of the essence in the performance of this Agreement. 5.11. Governing Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California without regard to principles of conflicts of law. The Parties consent to the jurisdiction of any federal or state court in the jurisdiction in which the Property is located (the “Property Jurisdiction”). Borrower agrees that any controversy arising under or in relation to this Agreement shall be litigated exclusively in courts having jurisdiction in the Property Jurisdiction. Borrower irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise. 535\02\2952495.2 10 5.12. Attorneys' Fees. In the event any legal action is commenced to interpret or to enforce the terms of this Agreement or to collect damages as a result of any breach thereof, the Party prevailing in any such action shall be entitled to recover against the other Party all reasonable attorneys’ fees and costs incurred in such action. 5.13. Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the Parties are materially altered or abridged by such invalidation, voiding or unenforceability. 5.14. Entire Agreement; Exhibits. The Loan Obligations, the PSA, and the DA (as the PSA and DA may be assigned pursuant to the Assignment Agreement), contain the entire agreement between the Parties with respect to the subject matter hereof. This Agreement supersedes all prior oral or written agreements between the Parties with respect thereto. Exhibits attached hereto are incorporated herein by this reference. 5.15. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. SIGNATURES ON FOLLOWING PAGE. 535\02\2952495.2 11 IN WITNESS WHEREOF, the Parties have executed this Loan Agreement as of the date first written above. CITY OF SOUTH SAN FRANCISCO, a municipal corporation By: _______________________________ Name: _______________________________ City Manager ATTEST: By: ___________________________ City Clerk APPROVED AS TO FORM: By: ___________________________ City Attorney BORROWER: BRIDGE HOUSING CORPORATION, a California nonprofit public benefit corporation By: _______________________________ Name: _______________________________ Executive Vice President A–1 535\02\2952495.2 EXHIBIT A Legal Description of Property B–1 535\02\2952495.2 EXHIBIT B Form of Promissory Note C–1 535\02\2952495.2 EXHIBIT C Borrower’s Predevelopment Budget 3633447.1