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
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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
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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;
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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.
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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.
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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
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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.
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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.
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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
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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.
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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.
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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