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2. Lien Against the Property.
<br />a. The Developer hereby grants to the City a lien, with power of sale, on the Property
<br />and Project to secure final payment of the Impact Fees and the City's cost of foreclosure,
<br />if applicable, subject to the provisions of Section 2b below. This Agreement shall be
<br />recorded in the grantor -grantee index in the name of the City as grantee and in the name
<br />of Developer as grantor.
<br />b. Notwithstanding anything herein to the contrary, until such time as any
<br />indebtedness secured by a deed of trust recorded prior to the date hereof (the "Senior
<br />Indebtedness") has been repaid in full and the security instrument securing such Senior
<br />Indebtedness for the benefit of a senior lender (the "Senior Lender") has been released
<br />and discharged, the City shall not, without the prior written consent of Senior Lender, which
<br />may be withheld in Senior Lender's sole and absolute discretion, take any enforcement
<br />action set forth herein, including, without limitation, (i) accelerate any amounts due
<br />hereunder, or (ii) exercise any of City's remedies or enforcement actions hereunder
<br />(including, without limitation, the commencement of any judicial or non -judicial action or
<br />proceeding, exercise of any power of sale or commencement of foreclosure of the lien
<br />created hereunder). Notwithstanding the foregoing, if the Developer does not timely pay
<br />the Impact Fees, the City shall have the right, in its sole and absolute discretion, to
<br />withhold issuance of any Certificates of Occupancy for the Project.
<br />3. Release of Lien and Issuance of Certificate of Occupancy. Upon full payment of the Impact
<br />Fees and foreclosure costs for a foreclosure commenced but not completed (if applicable): (i) the
<br />City shall promptly reconvey, terminate and release this Agreement and any lien created
<br />hereunder by executing a release of the lien from the Property in substantially the same form as
<br />shown in Exhibit C; and (ii) the City's Community Development Director will issue the Certificates
<br />of Occupancy for any completed dwelling units in the Project being withheld pending such
<br />payment.
<br />4. Enforcement of Lien. In the event Developer fails to pay any amount owing hereunder, on
<br />or before the due date, the City has the right to exercise all rights and remedies and to maintain
<br />any action in law or equity to enforce the terms and covenants of this Agreement. Without limiting
<br />the foregoing, the City shall have the right to withhold the issuance of any Certificates of
<br />Occupancy or final building inspection approval for the Project, may foreclose the lien described
<br />herein, using the power of sale, by non -judicial foreclosure under Civil Code Section 2924 et seq.,
<br />and may appoint or substitute any title insurance company as trustee for such purpose, subject
<br />to the provisions of Section 2b, above. Any costs, expenses or fees related to any collection or
<br />enforcement of the foreclosure, including, but not limited to, City staff time, third -party costs,
<br />reasonable attorneys' fees and litigation costs, interest, and any other costs, shall also be secured
<br />by the lien. A failure to cure a default under this Agreement within ten (10) business days after
<br />written notice shall cause the Impact Fees to come due.
<br />5. Covenants Run with the Land. The terms, covenants, and conditions made in this
<br />Agreement shall run with the land and shall bind all heirs, legal representatives, successors in
<br />interest, assigns, contractors, and subcontractors of the parties. If there is more than one
<br />successor in interest, all successors will be jointly and severally liable for all obligations under this
<br />Agreement. This Section does not limit the effect of Section 7 below.
<br />6. Payment of Escrow Proceeds. Developer shall notify the City of the opening of any escrow
<br />account for the sale of the Property, or portion thereof, while this Agreement is effective. In
<br />REV: 08-06-25 VR
<br />ATTY/AGR.2025.203/1634 Brewster Ave Holding, LLC (Page 2 of 10)
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