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03
City of Pleasanton
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030116
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2/25/2016 4:13:47 PM
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CITY CLERK
CITY CLERK - TYPE
AGENDA REPORT
DOCUMENT DATE
3/1/2016
DESTRUCT DATE
15Y
DOCUMENT NO
03
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developer fees (except as permitted pursuant to Section 1.2.3); contributions to Project operating <br /> or replacement reserves, except as provided in Section 1.2.3; debt service payments on any loan <br /> which is not an Approved Senior Loan, including without limitation, unsecured loans or loans <br /> secured by deeds of trust which are subordinate to the Deed of Trust; depreciation, amortization, <br /> depletion and other non-cash expenses; expenses paid for with disbursements from any reserve <br /> account; distributions to partners; any amount paid to Borrower, any general partner of <br /> Borrower, or any entity controlled by the persons or entities in control of Borrower or any <br /> general partner of Borrower. Notwithstanding the foregoing limitation regarding payments to <br /> Borrower and related parties,the following fees shall be included in Annual Operating Expenses, <br /> subject to applicable limitations set forth in Section 1.2.3 above, even if paid to Borrower, an <br /> affiliate of Borrower, or a partner of Borrower: fees paid to a property management agent, <br /> resident services agent, or social services agent; partnership management fees, asset management <br /> fees, and subject to Section 1.2.5, repayment of cash advances by Borrower or its partners to <br /> cover Project operating expense deficits or emergency cash needs of the Project. Payments to <br /> Borrower, its partners or affiliates in excess of the limitations set forth in Section 1.2.3 shall not <br /> be counted toward Annual Operating Expenses for the purpose of calculating Surplus Cash. <br /> 1.2.5 ADJUSTMENT TO OPERATING EXPENSES. Notwithstanding <br /> anything to the contrary set forth herein, for the purpose of calculating Surplus Cash,Annual <br /> Operating Expenses shall include: (a)the repayment of operating deficit loans provided by <br /> Borrower's limited partner(s) provided however, interest payable on such loans may be included <br /> in Annual Operating Expenses only in an amount equivalent to the lesser of(i) interest accrued at <br /> the actual interest rate charged for the loan, or(ii) interest accrued at a rate equal to the <br /> Applicable Federal Rate, and(b)the amount of any tax credit adjustor that is required to be paid <br /> from Project cash flow. <br /> 1.3 EXCESS PROCEEDS. Within ten (10) business days after Borrower's receipt of <br /> its limited partner(s)' capital contribution following the issuance of the IRS Form 8609 for the <br /> Project, Borrower shall pay to the City as a reduction of the outstanding principal balance of this <br /> Note, a one-time payment in the amount of Excess Proceeds. "Excess Proceeds" shall mean the <br /> sum of all sources of financing received by Borrower for acquisition,construction and permanent <br /> financing of the Property and the Project, less the sum of actual uses as shown on the final cost <br /> certificate for the Project. Prior to calculating Excess Proceeds, the Project operating reserve <br /> shall be funded in the amount of three (3) months' projected Project operating expenses. <br /> 1.4 DUE ON SALE. The entire unpaid principal balance and all interest and other <br /> sums accrued hereunder shall be due and payable upon the Transfer(as defined in Section 8.1 of <br /> the Regulatory Agreement)absent City consent, of all or any part of the Project or the Property <br /> or any interest therein other than a Transfer permitted without City consent pursuant to the <br /> Regulatory Agreement. Without limiting the generality of the foregoing,this Note shall not be <br /> assumable without City's prior written consent, which consent may be granted or denied in <br /> City's sole discretion. <br /> 1.5 PREPAYMENT. Borrower may, without premium or penalty, at any time and <br /> from time to time, prepay all or any portion of the outstanding principal balance due under this <br /> Note, provided that each such prepayment is accompanied by accrued interest on the amount of <br /> principal prepaid calculated to the date of such prepayment. Prepayments shall be applied first to <br /> OAK 44829-4624-9261 v2 5 <br />
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