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ATTY/RESO.0053/CC RESO AMENDING AFFORDABLE HOUSING PRESERVATION PROGRAM – EXHIBIT B <br />REV: 08-19-24 LF <br />Page 2 of 86 <br />NOW, THEREFORE, City and Borrower hereby agree as follows: <br />AGREEMENT <br />100. DEFINITIONS <br />101. Terms. The following terms, as used in this Agreement, shall have the meaning <br />ascribed them in this Section: <br />a. “Additional Borrower Financing” has the meaning set forth in Section <br />401. <br />b. “Affiliate” means any other Person Controlling or Controlled by or under <br />common Control with a specified Person. <br />c. “Agreement” means this Loan Agreement. <br />d. “Annual City Loan Payment” has the meaning set forth in Section 202.3. <br />e. “Annual Operating Expenses” means for each calendar year, the <br />following costs reasonably and actually incurred for operation and maintenance of the <br />Development: (i) Property taxes and assessments imposed on the Development; (ii) debt service <br />currently due on a non-optional basis (excluding debt service due from residual receipts or surplus <br />cash of the Development) on the Additional Borrower Financing; (iii) on-site service provider fees <br />for tenant social services, provided the City has approved, in writing, the plan and budget for such <br />services before such services begin; (iv) property management fees and reimbursements, on–site <br />property management office expenses, and salaries of property management and maintenance <br />personnel, not to exceed amounts that are standard in the industry and which are pursuant to a <br />management contract approved by the County and the City; (vi) an asset management fee payable <br />to Borrower’s general partner/managing member, not to exceed $25,000, subject to annual <br />increases of 3.5%; (ix) premiums for insurance required for the Property or the improvements <br />thereon to satisfy the requirements of any lender of Approved Financing; (x) utility services not <br />paid for directly by tenants, including water, sewer, and trash collection; (xi) maintenance and <br />repair expenses and services; (xii) any annual license or certificate of occupancy fees required for <br />operation of the Development; (xiii) security services; (xiv) advertising and marketing; (xv) cash <br />deposited into the replacement reserve account or operating reserve account as required by the <br />City pursuant to this Agreement along with such further replacement or operating reserves as <br />approved by the City, which approval shall not be unreasonably withheld, conditioned or delayed; <br />(xvii) extraordinary operating costs specifically approved in writing by the City; (xix) the City of <br />Redwood City Monitoring Fee as required pursuant to this Agreement; (xx) payments of <br />deductibles in connection with casualty insurance claims not normally paid from reserves, the <br />amount of uninsured losses actually replaced, repaired or restored, and not normally paid from <br />reserves, and other ordinary and reasonable operating expenses approved in writing by the City <br />and not listed above; (xxi) annual payment towards Borrower’s deferred developer fee as permitted <br />pursuant to this Agreement (xxii) in and other ordinary and reasonable operating expenses <br />approved in writing by the City and not listed above. Annual Operating Expenses do not include <br />the following: depreciation, amortization, depletion or other non-cash expenses, initial deposits to <br />6.M. - Page 31 of 110 <br />487