Laserfiche WebLink
Resolution No. 2024-59 <br /> Page 6 of 15 <br /> 4. Loan Proceeds. The Assignor and the City each hereby acknowledge and agree that <br /> prior to the Effective Date, the City has disbursed all sums that City was obligated to provide <br /> pursuant to the loans identified in Recitals D and E above. <br /> 5. City Consent to Transfer of Project and Ground Lease; Grant of Option to Extend Ground <br /> Lease Term. Subject to Section 3, the City consents to the assignment of the Ground Lease and <br /> the conveyance of the Project to Assignee. Contingent upon Assignee's receipt of an allocation <br /> of low-income housing tax credits to finance the rehabilitation of the Project, City hereby grants <br /> Assignee an option to extend the term of the Ground Lease to April 1, 2095, so that the term of <br /> the Ground Lease shall be 99 years from the original commencement date of the Ground Lease <br /> (the "Option"). The Option shall be exercisable upon the close of escrow for construction <br /> financing and the syndication of the Project. If Assignee exercises this option,the City and <br /> Assignee will execute an amendment to the Ground Lease reflecting the new expiration date. <br /> 6. Payment of City Costs. Pursuant to invoices to be submitted to escrow, at close of <br /> escrow for conveyance of the Project and Assignor's leasehold interest in the Property to <br /> Assignee, Assignee shall pay City's legal fees incurred in connection with the transactions <br /> contemplated by this Agreement. <br /> 7. Subordination. The Parties agree that any "seller" or"sponsor" loans provided to the <br /> Project by Assignor or Assignee, or affiliated entities of Assignee or Assignor, shall be payable <br /> only from Assignee's share of Project surplus cash, or Assignee's share of net proceeds of <br /> refinancing. <br /> 8. Assignor Representations. <br /> 8.1 Representations by Case. Case represents and warrants to City that: (i) Case is a <br /> duly organized, limited partnership validly existing and in good standing under the laws of the <br /> State of California; (ii) Case has the power and authority to execute, deliver and perform its <br /> obligations under this Agreement; (iii)this Agreement has been executed and delivered by <br /> persons who are duly authorized to execute and deliver the same for and on behalf of Case, and <br /> all actions required under Case's organizational documents and applicable governing law for the <br /> authorization, execution, delivery and performance of this Agreement have been duly taken; (iv) <br /> the execution, delivery and performance of this Agreement do not violate any rule, regulation, <br /> statute, law, order, decree,judgment or the like, or any agreement or instrument to which Case is <br /> a party, (v) Case is not in breach or default under the Ground Lease, the Loan Documents, or the <br /> Accrued Rent Note; (vi) Case has no defenses, setoffs, claims, counterclaims or causes of action <br /> of any kind or nature against City relative to the Ground Lease, the Loan Documents,the <br /> Accrued Rent Note, or this Agreement; (vii) Case has not received any notice from any <br /> governmental agency relating to any alleged violation of law, ordinance, rule or regulation <br /> pertaining to the Property or the Project; (viii) Case has not filed, and currently has no intention <br /> to file, for any bankruptcy or debtor relief, and Case is not insolvent, (ix)based solely on <br /> Assignee's representation in Section 9, Case has received consent to the transfer of the Ground <br /> Lease,the Project, and the assignments and assumptions contemplated by this Agreement from <br /> all other parties whose consent is required; and (x)this Agreement constitutes a legal, valid and <br /> binding obligation of Case, enforceable in accordance with its terms, subject to laws affecting <br /> creditors' rights and principles of equity. <br />