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AMENDED AND RESTATED MASTER LOAN AGREEMENT
(Phase 1)
THIS AMENDED AND RESTATED MASTER LOAN AGREEMENT (the
“Agreement”) is entered into this 14th day of January, 2025 (the “Effective Date”, among the HOUSING AUTHORITY OF THE CITY OF BURBANK, a public body, corporate and politic (the “Authority”), the CITY OF BURBANK, a municipal corporation and charter city, and BURBANK HOUSING CORPORATION, a California nonprofit public benefit corporation (the “Borrower” and/or “BHC”). This Agreement amends and restates in their entirety the Loan Agreements, Promissory Notes, and Deed of Trust, and other agreements related to the projects and properties listed in Recital I below. This Agreement is Phase 1 of a series of anticipated amendments to the Master Loan Agreement approved by the City and Agency on March 21, 2006 and signed by the parties on January 2, 2007, and as amended on November 20, 2008 (the "Master Loan Agreement"), and is intended to modify the loan; future phases may modify project related capital and reserve fund accounts and set forth a process to remove projects from the Master Loan Agreement for redevelopment.
R E C I T A L S
The following recitals are a substantive part of this Agreement:
A. In 1997, the former Redevelopment Agency of the City of Burbank established a nonprofit corporation, the Burbank Housing Corporation, (“BHC”) to improve and preserve the existing housing inventory in the City of Burbank, California that is affordable to low-income and moderate-income persons and to provide community assistance and property management services at affordable housing projects within the City of Burbank.
B. The City of Burbank receives funds from the HOME Investment Partnership Act of the United States, 42 U.S.C. Sec. 12701, et seq, (“HOME”), for the purpose of the production and operation of housing affordable to lower and very low income families. The City also has Community Development Block Grant (“CDBG”) funds authorized under Title I of the Housing and Community Development Act of 1974, 42 U.S.C. Sec. 5301 et seq.
C. Pursuant to Section 33334.2 of the California Health and Safety Code Section 33000, et seq., (hereafter “Community Redevelopment Law”) the Agency was required to expend a certain percentage of property taxes allocated to it for the purposes of increasing, improving and preserving the City of Burbank’s supply of low-and moderate-income housing available at an affordable housing cost. Pursuant thereto, the Agency established a Low and Moderate Income Housing Fund, which is now known as the Low and Moderate Income Housing Asset Fund (the “Housing Fund”).
D. Effective February 1, 2012, redevelopment agencies were dissolved in the State of California; the law authorized local housing authorities to accept the former redevelopment agencies assets and housing functions previously performed by the redevelopment agency. On January 31, 2012, the Housing Authority of the City of Burbank (“Authority”) accepted the Redevelopment Agency of the City of Burbank (“Agency”) housing duties and assets, including the Housing Fund.
E. BHC, the City, and the Agency/Authority have to date worked together to provide and preserve 322 units for low-to-moderate income tenants/owners. Based on the successful ATTACHMENT 4 - 1
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Elmwood model, the parties recognize that affordable housing requires social centers/services to invigorate neighborhoods and to keep projects successful. In conjunction with some of the neighborhood projects, activity centers have been built which directly benefit the occupants, and for example, provide after school childcare, homework assistance; community service opportunities, including volunteer opportunities and neighborhood involvement, among other vital services to the low and moderate occupants. BHC manages those centers as its owner.
F. To further this partnership, the City, Agency and BHC entered the Master Loan Agreement which modified agreements and combined all properties into one loan agreement to assure that all of the terms remained consistent and to treat all of the individual properties as one large project, The Master Loan Agreement combined Agency (now Authority) funds (“Authority Loan”) and City HOME and CDBG funds (“City Loan”). The Master Loan Agreement included, among other things, cross-collaterization and cross-default clauses as further security for the Authority Loan and the City Loan. The Authority Loan and City Loan together are referred to as the “Loan”.
G. The required affordability under the HOME program is 15 years for rehabilitation projects and 20 years for new construction projects; there is no required affordability period under the CDBG program. The City promissory note before this modification required compliance with the HOME or CDBG regulations for the term of the note, which exceeded the minimum HOME and CDBG requirements. BHC and the City desire to reduce the maturity date for each portion of the City Loan to reflect the original maturity date for each portion of the Loan (which matched or exceeded the HOME and/or CDBG requirements, as applicable), while increasing the term of the affordability requirements on projects assisted by the City Loan . The result of this modification will eliminate ties with the federal government for the HOME and CDBG funds sooner, while extending the term of the affordability restrictions on the projects assisted with HOME and/or CDBG funds. Each portion of the City Loan is or will immediately be forgivable as of the initial term of each loan except for loans associated with certain properties identified in this Agreement. However, BHC and the City also desire to extend the affordability period for each project assisted by the City Loan despite any partial or full forgiveness of the City Loan as further provided in this Agreement.
H. Now the parties desire to further modify, restate, and replace in its entirety the Master Loan Agreement by entering into this Amended and Restated Master Loan Agreement to modify and restate the terms of the Loan to specifically 1) make forgivable each portion of the City Loan as of the initial term of the original note evidencing that portion of the City Loan as set forth in more detail on Schedule 1 to the City Amended and Restated Promissory Note (attached here to as Exhibit A-2) except for the loans related to specified properties as noted in Section 1.1 and on Exhibit A-2; 2) make the annual Authority Loan payment forgivable after the completion of each year of the affordability covenant commencing April 1, 2025 except for the loans related to specified properties as noted in Section 1.1 and on Exhibit A-1; 3) define “affordability covenant period” to be 55 years and three months for the Loan commencing January1, 2025 and ending April 1, 2080 ( “Affordability Period”); 4) eliminate the concept of “residual receipts payments” which had resulted in loan payments only when certain conditions existed; 5) eliminate interest on Authority Loan, including existing outstanding and new interest payments for Authority Loan, to make consistent with City Loan; 6) continue the requirement that two BHC board of director members be comprised of individuals appointed by the City/Authority; and 7) continue certain limitations that currently and must always exist in BHC’s Articles of Incorporation and By-laws to restrict any business and mission of BHC to the geographic area of the City of Burbank; this restriction includes but is not ATTACHMENT 4 - 2
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limited to use of any City/Authority funds only for projects located in the City of Burbank (which precludes investing in any non-City of Burbank projects).
I. The projects and properties subject to this Amended and Restated Master Loan A
greement are the following, as well as any future projects which specifically incorporate the Amended and Restated Master Loan Agreement in any City/Authority loan documents regarding those future projects:
1. On October 26, 1999, BHC entered into an affordable housing agreement with the City and Agency to assist in the rehabilitation of 2331-2333 North Fairview Street, then improved as a single-family home and a three-unit apartment building. The City provided an interest free loan of HOME funds and the Agency provided a loan (hereafter referred to as “Project No. 1”).
2. On April 25, 2001, BHC entered into an affordable housing agreement with t
he City and Agency to acquire, rehabilitate and manage a then duplex and two-unit apartment building located at 3000-3006 Thornton Avenue (hereafter referred to as “Project No.2”), with financial assistance by the Agency and City HOME funds.
3. On July 10, 2001, BHC entered into an affordable housing agreement with the City and the Agency to acquire, rehabilitate and manage real property located at 199 West Elmwood Avenue which was then improved with a six-unit apartment building. The transaction also consolidated the prior purchase agreement obligations entered into on November 30, 1999 (the Elmwood model), concerning the acquisition of 153, 158-159,164- 165, 170-171, 188, 194 Elmwood. BHC provided a consolidated Promissory Note to the Agency, in exchange for Agency funds. This Elmwood project is collectively referred to as “Project No.3”.
4. On July 16, 2002, BHC entered into an affordable housing agreement with the City and Agency concerning the acquisition, rehabilitation, and management of 1721 Elliot Drive, then improved with an eight-unit apartment building. Under the terms of the affordable housing agreement, the City agreed to loan BHC funds, a portion from CDBG, and a portion from HOME funds. The Agency also lent BHC funds for this project. The Elliot project is hereafter referred to as “Project No. 4”.
5. On May 27, 2003, BHC and the Agency entered into an affordable housin g
a
greement concerning 3030 Thornton Avenue, which was then improved with a single family dwelling. The Agency provided a loan to BHC. The 3030 Thornton Avenue project is hereafter referred to as “Project No. 5”.
6. On September 23, 2003, BHC and Agency entered into a disposition and development agreement (“DDA”) and lease agreement whereby BHC agreed to rehabilitate and then lease the property at 1801-1815 Grismer Avenue, 1819 Grismer Avenue and 1729- 1735 Elliott Drive. As part of the DDA, the Agency provided BHC a loan for the rehabilitation of existing structures and construction of an activity center to be used for after school care by the focus neighborhood of the Grismer and Elliott projects. The aforementioned project is hereafter referred to as “Project No. 6”.
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7. On November 18, 2003, BHC entered into an affordable housing agreement with the City for assistance to purchase and rehabilitate seven units at 2325 and 2335 Fairview Street. The City provided a loan to BHC from HOME funds (hereafter “Project No. 7”).
8. On June 15, 2004, BHC and the Agency entered into an affordable housing a
greement whereby Agency provided a loan to fund the acquisition, rehabilitation and management of the property located at 2321 North Fairview Street and 2321-2323 North Catalina Street and related relocation costs for displaced households. An activity center serves the neighborhood. This Project involves multiple unrelated properties. Though this amendment, this Project is being divided into two separate projects: 1) 2321- 2323 N.
Catalina (“Project No. 8A”) and 2) 2321 N. Fairview Street (“Project No. 8B”). The loan amounts and promissory notes are also being divided as follows: 1) 65%; to Project No. 8A; and 2) 35% to Project No. 8B.
9. On May 4, 2004, the Agency and BHC restructured and consolidated affordable housing agreements in the Lake-Verdugo Focus Neighborhood, as to 220 West Tujunga Avenue, 237, 241-243, and 257 West Verdugo Avenue, which had been entered into separately in 2000-01. The City (HOME and CDBG) and the Agency had provided funding under the initial agreements. The restructured debt included additional Agency funds lent to BHC to pay off certain private financing. An activity center serves the neighborhood. The Verdugo-Lake Focus Neighborhood projects are hereafter referred to as “Project No. 9”.
10. On July 19, 2005, BHC entered into an affordable housing agreement with the Agency whereby the Agency lent BHC funds to assist in the acquisition of the property located at 1902 Keeler Street. The Keeler project is hereafter referred to as “Project No. 10.”
11. On January 31, 2006, the Agency and City approved a Disposition an d
D
evelopment Agreement and a Lease with BHC for the property located at 313 and 427 West Valencia Avenue (“Project No. 11”).
12. On April 4, 2006 , the City (HOME funds) and Agency lent BHC funds for t
he purchase and rehabilitation ten rental units at 157 West Linden Avenue and 160 West Elm Court/159 West Linden Avenue (“Project No. 12”).
13. On January 23, 2007, the Agency, City and BHC entered into an Affordable Housing Agreement for the property located at 261 West Verdugo Avenue which was rehabilitated to provide for eight affordable rental units using City HOME funds and Agency funds (“Project No. 13”).
14. On January 23, 2007, Agency and BHC entered into an Affordable Housin g
A
greement whereby BHC agreed to provide six rental units at 2219 and 2329 North Niagara Street. Agency funds were lent to allow for BHC to purchase and rehabilitate the property (“Project No. 14”).
15. On November 25, 2008, and amended on Oct. 9, 2009, BHC recorded a regulatory agreement, whereby BHC agreed to acquire and rehabilitate four (4) rental units to low and very low income households. Agency funds and City HOME funds were lent to BHC for this property located at 2406 North Naomi Street (“Project No. 15”).
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16. On January 15, 2009, BHC recorded a regulatory agreement agreeing to maintain 34 affordable units at 275 W. Verdugo. Agency funds were lent to BHC for this Property (“Project No. 16”).
17. On October 13, 2009, BHC recorded a regulatory agreement agreeing to maintain four affordable units at 2615 Thorton Avenue, Agency and City (HOME) lent BHC funds to acquire and rehab the property (“Project No. 17”).
18. On August 27, 2010, BHC recorded a regulatory agreement agreeing to m
aintain four affordable units at 225 W. Linden Avenue. Agency and City (HOME) lent BHC funds for this property (“Project Property No. 18”).
19. On December 17, 2010, BHC recorded a regulatory agreement agreeing to maintain seven affordable units at 2234 N. Catalina Street. Agency and City (HOME) lent BHC funds for this property (“Project No. 19”).
20. On May 25, 2011, BHC recorded a regulatory agreement agreeing to maintain 20 affordable units at 2223-2235 N. Catalina Street. Agency and City lent BHC funds for this property (“Project No. 20”).
21. On November 1, 2012, BHC recorded a regulatory agreement agreeing to maintain three affordable units at 2300 Niagara Street . City lent HOME funds for this property (“Project No 21”).
22. On August 22, 2013, BHC recorded a regulatory agreement agreeing to m
aintain eleven affordable units at 1101 W, Verdugo Avenue and 1108 W. Angeleno Avenue. City (along with multiple other funding sources, MHP and federal fund) lent BHC HOME funds for this property (“Project No. 22”).
23. On July 11, 2017, Authority, City and BHC entered into an Affordable Housing Agreement whereby BHC agreed to rehabilitate 10 rental units at 153, 159 and 199 Elmwood Avenue. City HOME funds were lent to allow for BHC to rehabilitate 10 units in the existing three buildings on the properties (“Project No. 23”).
24. On March 6, 2018, BHC recorded a regulatory agreement agreeing to maintain three affordable units at 1932 N. Ontario. Authority and City (HOME) lent BHC funds for this property (“Project No. 24”).
25. On November 15, 2018, BHC recorded a regulatory agreement agreeing to maintain three affordable units at 2300 N. Fairview. City (HOME) and Authority lent BHC funds for this property (“Project No. 25”).
J. It is intended by the parties to amend and/or restate the applicable Affordable Housing Agreements, Promissory Notes, Deed of Trust, Regulatory Agreements, and Ground Leases, as necessary, as to the changes set forth herein, for all projects mentioned in Recital I above, to be made consistent with this Amended and Restated Master Loan Agreement (“Related Agreements”).
NOW, THEREFORE, Authority, City and BHC (or the Borrower) hereby agree as follows:
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1. Loans for individual properties. The Promissory Notes in favor of the Authority or A
gency, and those in favor of the City, applicable to the Project Nos. 1-25 shall be amended and restated to conform to this Agreement, with Exhibit A-1 as the form promissory note for Authority Loan and Exhibit A-2 as the form promissory note for City (HOME and CDBG) Loan (“Notes”).
Exhibits A-1 and A-2 are incorporated herein by reference. However, it is not intended to amend any portion of the Promissory Notes relating to the Development Fee. Provisions relating to the Development Fee shall begin with Project No. 15 only, and then apply to all future projects that specifically provide for it. Notwithstanding the foregoing, this Agreement amends and restates each separate loan agreement, where such existed, or other applicable document, and related Agreement, such as Affordable Housing Agreements and to the extent that this Agreement is inconsistent with any prior agreement affecting the aforementioned Projects, this Agreement shall prevail. The Notes and Deed of Trust continue to provide that a default on any one Note can result in a default on all of the projects subject to the Agreement now and from time to time any future project in which the Authority/City documents state that that project shall conform to this Agreement , which can result in the Authority or City exercising foreclosure rights on all of the projects. Accounting shall be maintained for each individual project in compliance with this Agreement.
1.1 Repayment of Amended Loan; Interest The Borrower’s obligation to repay the Amended and Restated Master Loan shall be set forth in the Authority Note and City Note. The payments on the Authority Note shall be due annually commencing April 1, 2026 for the period of January 1, 2025 - December 31, 2025. No payment shall be due for the period from December 31, 2024 to April 1, 2025. The term of the Authority Loan and Authority Note shall be for fifty-five (55) years and three (3) months commencing January 1, 2025. As long as there is no breach of the affordability terms during the Affordability Period, payments on the Authority Loan and Authority Note shall be forgiven after every 12 months on April 1 of each year for the immediately preceding calendar year by the amount 1/55
th of the initial balance (as to the total balance and for the amount of such loan for each project which received Authority Loan funds as shown on Schedule 1 to the Authority Amended and Restated Promissory Note (attached hereto as Exhibit A-1); and completely, for the Authority Note, upon the expiration of the Affordability Period (April 1, 2080); provided however, that the portions of the Authority Loan and Authority Note attributable to Project No. 1, Project No. 7, and Project No. 8B (2331-2333 North Fairview, 2325-2335 North Fairview, and 2321 North Fairview properties (the “Fairview Properties”)) shall have terms for fifty-five (55) years and three (3) months commencing January 1, 2025 and expiring at the end of the Affordability Period, April 1, 2080, shall not bear interest, and shall not be forgiven and instead will be due and payable at the end of the Affordability Period. The term for each portion of the City Loan and City Note is as set forth in on Schedule 1 to the City Amended and Restated Promissory Note (attached here to as Exhibit A-2). As long as there is no breach of the affordability terms during the Affordability Period, no payments shall be due on the City Loan or City Note, and each portion of the City Loan is hereby forgiven or will be forgiven as of the initial term of the original note evidencing the applicable portion of the City Loan as set forth on Schedule 1 to the City Amended and Restated Promissory Note (attached here to as Exhibit A-2); provided however, that the portions of the City Loan and City Note attributable to the Fairview Properties shall have terms for fifty-five (55) years and three (3) months commencing January 1, 2025 and expiring at the end of the Affordability Period, shall not bear interest, and shall not be forgiven and instead will be due and payable at the end of the Affordability Period. Upon a breach of the affordability terms during the Affordability Period, then any remaining principal balance of the Notes shall be due immediately. Borrower shall no longer make an annual payment or any Loan payment unless payments are accelerated in accordance with the Notes. No interest shall be incurred or owed on the Loan or under the Notes or any other document evidencing the Loan effective as of December 31, 2024, and all Note balances shall be ATTACHMENT 4 - 6
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reset as of that date. This modified repayment schedule eliminates any payment from residual receipts, and references to residual receipts in any documents involving the projects subject to this Agreement are hereby deleted.
If the Fairview Properties have not been released from the terms of this Agreement and Deed of Trust by the date five (5) years after the Effective Date, or earlier if requested by BHC, the terms of the Loan associated with those properties will revert to the terms for the other properties covered by this Agreement for the Authority Loan and City Loan respectively. In that case, the notes for the Fairview Properties will be modified to reflect those terms.
1.2 Definitions. As used in this Master Loan Agreement the following definitions apply:
“Approved General Administrative Costs” shall mean costs incurred by Borrower as a nonprofit corporation which are not directly attributable to a specific project, but which are directly related to preserving affordable housing for low-to moderate-income households in accordance with Health & Safety Code Sec. 33334.2(e) and consistent to the mission statement and goals of Borrower in accordance with Articles of Incorporation and By-laws. “Developer Fee” shall mean a compensation to Borrower as a developer fee as set forth in the Affordable Housing Agreements, for the time and risk involved to develop the specific project. The Developer Fee can only be used to further Borrower’s mission and goals, and for no other purposes. The Developer Fee shall be kept in a separate account by Borrower which shall be capped at $600,000. During the Annual Budget process, Borrower shall provide a proposed budget as to the anticipated expenditure of these funds. Developer Fees further shall be paid as specified in the individual project Affordable Housing Agreement, or set forth in this Agreement. “Income” shall mean all gross income and all revenues of any kind from the Property (each Project is hereafter referred to as Property) in a calendar year, including without limitation, Property rents, late charges, laundry revenues, vending machines, interest on security deposits, food service, if any, and any other revenues of whatever kind or nature from the Property. “Operating Expenses” shall mean actual, reasonable and customary (for comparable affordable housing projects in Los Angeles County) costs, fees and expenses directly incurred, paid, and attributable to the operation, maintenance, and management of the Property in a calendar year, including: (a) property management fee from the Property; (b) painting, cleaning, repairs, alterations, landscaping, utilities, sidewalk repair; refuse removal, certificates, permits and licenses, sewer charges, real and personal property taxes, assessments, insurance, security, advertising and promotion, janitorial services not included in property management, cleaning and building supplies, purchase, repair, servicing and installation of appliances, equipment, fixtures and furnishings, fees and expenses of accountants, attorneys and other professionals; (c) asset management fee; (d) specific expenses required in the operation of on-site activity centers; (e) other costs consistent with Borrower’s Articles of Incorporation and By-Laws, and Borrower’s operating deficiencies of other Affordable Housing Projects not covered by operating reserves; and (f) other actual, reasonable and customary operating costs which are directly incurred and paid by the Borrower. The Operating Expenses shall not in any event include non-cash expenses, including without limitation, depreciation.
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“Reserve Deposits” shall mean (a) payments to a capital replacement reserve account in accordance with a capital reserve study, which shall be updated from time to time to the extent payable from cash flow from the Projects; and (b) payments to an operating reserve which shall be equal to six months of then operating expenses. The exact amounts to be deposited annually into the capital replacement reserve account has been initially determined by the Authority’s Assistant Executive Director in accordance with the Borrower submitted capital reserve study in a form reasonably acceptable to the Authority’s Assistant Executive Director. The capital reserve study shall be updated periodically at the request of the Authority’s Assistant Executive Director, and in which case, the amount of capital replacement reserve account shall reflect the updated capital reserve study. Two accounts shall be maintained at all times, each account though can be combined with other Projects’ reserve accounts for capital replacement and other Projects’ operating reserve accounts. The operating reserve account shall be built up and maintained at an amount equal to six months then operating expenses. It is intended that this operating reserve account shall be capped at the then six month operating expense amount. The capital replacement reserve account and the operating reserve account may then be used on any of the Projects as necessary.
1.3 Annual Budget Process Required. Not later than. November 1 of each year, Borrower shall begin conferring with Authority’s Assistant Executive Director and shall present a proposed budget for the following calendar year. During this budget process, the parties shall meet, and the Authority’s Assistant Executive Director shall determine at that time, reserve amounts, the anticipated use of the Developer Fee, as well as the reasonableness of the other estimated expenses and income. With respect to consideration of Approved General Administrative Costs, the Authority’s Assistant Executive Director shall determine that the planning and administrative expenses are necessary for the production, improvement, or preservation of low-and moderate- income housing. Before December 31, the Authority’s Assistant Executive Director shall provide Borrower with approval as to Approved General Administrative Costs. No later than April 1, Borrower shall obtain annual audited financial statements with respect to Borrower’s operations that have been reviewed by an independent certified public accountant together with an expressed written opinion of the certified public accountant that such financial statements present the financial position, results of operations, and cash flows fairly and in accordance with generally accepted accounting principles. One statement can be provided for all Projects as long as each Project is clearly delineated, or separate statements can be provided for each Project. Further, the Authority may audit Borrower at any time, by providing reasonable notice. The audit shall be at Authority’s expense.
Notwithstanding the foregoing, however, the total amount of the principal and any other amounts owing under the Notes shall become immediately due and payable upon the earlier to occur of the following:
a. the sale, lease, exchange or other conveyance of the real property, or any portion thereof, that is subject to the Deed of Trust securing the Notes ( other than transfers
specifically approved by the City and/or Authority); or b. in the event of a default by the Borrower under this Agreement, the Affordable Housing Agreements related to any of the Projects as amended, any Regulatory Agreement recorded against any property subject to the Deed of Trust securing the Notes, the Deed of Trust securing the Notes, or the Notes, which has not been cured within the period of time set forth in those documents.
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Failure to declare such amounts due shall not constitute a waiver on the part of the Agency to declare them due subsequently.
1.4 Security for Agency and City Loan. The Notes for Projects 1- 25 have previously been secured by one Deed of Trust with Assignment Rents (Short Form) recorded on October 26, 2006 as Instrument No. 06-2369323 in the Official Records of Los Angeles County (the "Deed of Trust") as an encumbrance to the Borrower’s interest in the collective Projects. An Amended and Restated Deed of Trust will be recorded to reflect the loan modification in the form attached hereto as Exhibit B, and incorporated herein by this reference. The Amended and Restated Deed of Trust secures all of the outstanding Agency/Authority and City Notes related to the Projects.
Each Note includes all of the provisions for cross-default and cross-collateralization. The Amended and Restated Deed of Trust is intended to secure future amounts lent to Borrower from either City and/or Agency in which the future documents state that those amounts are secured by the Amended and Restated Deed of Trust, and other future modifications to this Agreement. This Agreement can be amended at any time to include additional loans from either City alone or the Authority alone, without the consent of the other (either City or Authority). The entire security, therefore, can be foreclosed upon a default in any one of the specific Notes. Once recorded. the Instrument Number of the Amended and Restated Deed of Trust shall be noted here:_________________.
1.5 Amendments to Affordable Housing Agreements. As part of this Agreement, the Affordable Housing Agreement for each Project subject to the Loan, if any, shall be modified as provided in this Agreement.
1.6 Affordability Period set forth in Regulatory Agreements. As part of this Agreement, the Regulatory Agreement for each property subject to the Loan shall be modified to provide for a set term of 55 years and three months for the Affordability Period, commencing with January1, 2025, and expiring April 1, 2080. The form of the Third Amendment to Regulatory Agreement shall be in the form set forth as Exhibit C-1 for all Projects other than Project No. 8A and Project No. 8B, the Third Amendment to Regulatory Agreement for Project No. 8A shall be in the form set forth as Exhibit C-2, and the Third Amendment to Regulatory Agreement for Project No. 8B shall be shall be in the form set forth as Exhibit C-3, attached hereto and incorporated herein by this reference.
1.7 Subordination. The Deed of Trust shall not be subordinate to any other deeds of trust, unless expressly approved by the Authority and/or City, which approval or denial may be made in its sole and absolute discretion. In the event this provision is in conflict with any other provision in a Related Agreement, this provision shall prevail. Approval by Authority is required as to subordination related to Authority Note; similarly, approval by City is required as to subordination related to City Note.
1.8 Assignment. The Promissory Notes shall not be assigned by Borrower without the prior written consent of the Authority and/or City.
1.9 Amendments to Articles and By-laws; City Representatives on Board. As further consideration for the Authority Loan and the City Loan, BHC agrees to maintain its Articles of Incorporation and By-laws to reflect that its mission is expanded to provide community services in the City of Burbank and general administrative activities associated with the development, improvement, and preservation of low- and moderate-income housing in the City of Burbank, including but not limited to activity centers and child care, and that its powers and purpose be limited ATTACHMENT 4 - 9
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to the geographic boundaries of the City of Burbank. The amended provisions required by this section shall not be changed without Authority and City prior approval. The required provisions shall be reflected in the Articles and By-laws. Whether or not the provisions are incorporated into the articles and by-laws, any violation of this section will further be deemed to be a default of the Amended and Restated Master Loan Agreement, causing acceleration of the Loan herein. Two representatives from the City or Authority shall be on the BHC Board of Directors as appointed by the City or Authority. The two members shall have full Board membership rights including but not limited to voting rights.
1.10 Modification of Ground Leases to Conform to New Term of Affordability Covenants, and Deletion of Residual Receipts Payments. In 2006, BHC and the Agency entered into several fifty-five (55) year leases with a promissory note and payments including interest and residual receipts as repayment. The financial terms of the leases at 1) 427 West Valencia and 313 West Valencia, and 2) 1729-1735 Elliot Dr., 1801-1818 and 1819 Grismer; are modified to eliminate interest past and future, to eliminate any payment from residual receipts, to forgive payments when not in default, and to extend the terms of the leases for 55 years to correspond to the new Affordability Period. The forms of the modifications of the leases are attached as Exhibits D-1 and D-2.
2. Minimum Requirements.
2.1 Operation of Development in Compliance with Affordable Housing Agreements. To the extent not already completed, the Borrower shall rehabilitate (where applicable), operate and maintain each Project in compliance with the requirements of each respective Regulatory Agreement, as amended.
2.2 Maintenance. The Borrower shall maintain each Project in good condition, free of debris, waste and graffiti, in a clean and presentable manner, and in compliance with the Regulatory Agreement associated with each Project, this Agreement and all applicable provisions of the Burbank Municipal Code and other laws Each Project shall be maintained in accordance with this Section 2.2 until the termination of the Affordability Period specified in this Agreement. If a Project is not so maintained, and such condition is not corrected within a reasonable period after written notice thereof from the Authority, then the Authority may perform the necessary maintenance, and Borrower shall pay such costs as are reasonably incurred for such maintenance.
2.3 Indemnity and Insurance. Borrower shall furnish the City and Authority with proper evidence of the insurance which is required pursuant to the Regulatory Agreements and this Agreement. At a minimum the following standards shall apply: The Borrower shall take out and maintain or shall cause its contractor to take out and maintain during the Affordability Period a comprehensive general liability policy in the amount of not less than Two Million Dollars ($2,000,000) combined single limit policy, and a comprehensive automobile liability policy with limits of not less than One Hundred Thousand Dollars ($100,000) per person and Three Hundred Thousand Dollars ($300,000) per accident for bodily injury and not less than Twenty-Five Thousand Dollars ($25,000) per accident for property damage. Borrower shall maintain insurance in the amount of Two Million Dollars ($2,000,000) against damages sustained by reason of any action, claim or demand made by reason of breach or claim for breach of contract, or by reason of any contractual liability or alleged contractual liability on any contract entered into by the Borrower or its contractors, subcontractors, agents or employees with respect to the Property. Borrower shall also require all property managers to maintain comparable insurance, and to also maintain fidelity ATTACHMENT 4 - 10
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(employee dishonesty) insurance in a commercially reasonable amount. All policies shall protect the Borrower, City and Authority from claims for such damages, and be issued by an insurance carrier qualified to do business in the State of California, which carrier is reasonably satisfactory to the Authority. Such policy or policies shall be written on an occurrence form. The Borrower shall also furnish or cause to be furnished to the Authority Assistant Executive Director evidence satisfactory to the City Attorney that Borrower and any contractor with whom it has contracted for the performance of work on any Project or otherwise pursuant to this Agreement carries workers’ compensation insurance as required by law. The Borrower shall furnish a certificate of insurance countersigned by an authorized agent of the insurance carrier on a form approved by the Authority setting forth the general provisions of the insurance coverage each year. This countersigned certificate shall name the City and the Authority and their respective officers, agents, and employees as additionally insured parties under the policy, and the certificate shall be accompanied by a duly executed endorsement evidencing such additional insured status, which shall be provided as a separate endorsement attached to the certificate. The certificate and separate endorsement by the insurance carrier shall contain a statement of obligation on the part of the carrier to notify City and the Authority of any material change, cancellation or termination of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation or termination.
Coverage provided hereunder by the Borrower shall be primary insurance and not be contributing with any insurance maintained by the Authority or City, and the policy shall contain such an endorsement. The insurance policy or the endorsement shall contain a waiver of subrogation for the benefit of the City and the Authority. The required certificate shall be updated annually, and the City and Authority reserve the right to increase these amounts no more than once every five years in a commercially reasonable amount determined by the City’s Risk Manager. Borrower shall also take out and maintain until the end of the Affordability Period a policy of property damage insurance, with the policy amount in the full replacement value of the Property.
In the event Borrower is unable to obtain any of the insurance coverages required herein, the Authority or City may find BHC in default of this Agreement; provided, however, the Borrower may request the Authority’s Executive Director to pay for the insurance or to waive said insurance coverage requirements and place the Property and Rehabilitation on the Authority’s insurance policy(ies). The Authority’s Executive Director may approve or deny Borrower’s waiver request in its sole and absolute discretion. Concurrently with Borrower’s waiver request, the Borrower shall provide written correspondence from at least three (3) insurance underwriters evidencing Borrower’s inability to obtain insurance coverage, regardless of cost. Any cost to the Authority caused by a purchase of insurance or a waiver of insurance coverage, including increased premium, may be added to the amount of the collective Notes under this Amended and Restated Master Loan Agreement, and shall be repaid pursuant to the terms thereof, or Authority may pursue a separate action (such as acceleration of the Notes, nonjudicial foreclosure, or litigation) for repayment of the insurance policy cost, Such action is not limited to the real property.
In addition to the foregoing, the Borrower shall defend, indemnify, assume all responsibility for, and hold the former Agency, the Authority and the City, and their representatives, volunteers, officers, employees and agents, harmless from all claims, demands, damages, defense costs or liability of any kind or nature relating to the subject matter of this Agreement or the implementation thereof and for any damages to property or injuries to persons, including accidental death (including attorney’s fees and costs), which may be caused by any acts or omissions of the Borrower under this Agreement, whether such activities or performance thereof be by the Borrower or by anyone directly or indirectly employed or contracted with by the Borrower and whether such damage shall accrue or be discovered before or after termination of this Agreement. The Borrower ATTACHMENT 4 - 11
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shall not be liable for property damage or bodily injury to the extent occasioned by the willful misconduct or sole negligence of the City, the Agency, the Authority or their respective agents or employees.
2.4 [Intentionally reserved.]
2.5 Compliance With Laws. The Borrower shall develop, maintain and operate the Property in conformity with all applicable laws, including all applicable state labor standards, the zoning and development standards of the City of Burbank, building, plumbing, mechanical and electrical codes, and all other provisions of the City Municipal Code, all applicable environmental laws, all state and federal fair housing laws, and all applicable disabled and handicapped access requirements, including without limitation the Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq. HUD regulations as required for HOME funds shall be complied with whenever HOME funds have been used in a Project.
2.6 Nondiscrimination. Borrower for itself and its successors and assigns, agrees that there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the leasing, subleasing, rental, transferring, use, occupancy, tenure, or enjoyment of the Property nor shall the Borrower or any person claiming under or through the 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, leases, sublessees, subtenants, contractors or vendees in the Property. Borrower shall also comply with the equal opportunity and fair housing requirements set forth in Section 92.350 of the HOME Regulations, as amended.
2.7 Condition of the Property.
a. Borrower Precautions. Borrower shall take all necessary precautions to prevent the release into the environment of any Hazardous Materials which may be located in, on or under the Property. Such precautions shall include compliance with all Governmental Requirements with respect to Hazardous Materials. In addition, Borrower shall install and utilize such equipment and implement and adhere to such procedures as are consistent with commercially reasonable standards as respects the disclosure, storage, use, removal and disposal of Hazardous Materials.
b. Environmental Indemnity. Borrower shall indemnify, defend and hold Agency harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys’ fees), resulting from, arising out of, or based upon (i) the release from the Property, use on the Property, generation on the Property, discharge from the Property, storage on the Property, disposal on or from the Property, or transportation to or from the Property, of any Hazardous Materials during the term of this Agreement, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment or license relating to the use, generation, release, discharge, storage, disposal or transportation of Hazardous Materials on, under, in or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, parallel indemnity after closing, cost or expense arising from or out of any claim, action, suit or proceeding, including injunctive, mandamus, equity or action at law, for personal injury (including sickness, disease or death), tangible or intangible property damage, compensation for lost wages, ATTACHMENT 4 - 12
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business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, contamination, leak, spill, release or other adverse effect on the environment; provided, however, under no circumstances shall these indemnity obligations of Borrower include any obligation for payment of punitive damages assessed against former Agency, Authority or City or their officers, employees, agents or representatives.
c. Definitions. For purposes of this Agreement, “Hazardous Materials” means any substance, material, or waste which is or becomes regulated by any local governmental authority, Los Angeles County, the State of California, regional governmental authority, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a “hazardous waste,” “extremely hazardous waste,” or “restricted hazardous waste” under Section 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law)), (ii) defined as a “hazardous substance” under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley-Tanner Hazardous Substance Account Act), (iii) defined as a “hazardous material,” “hazardous substance,” or “hazardous waste” under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a “hazardous substance” under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) friable asbestos, (vii) polychlorinated byphenyls, (viii) methyl tertiary butyl ether, (ix) listed under Article 9 or defined as “hazardous” or “extremely hazardous” pursuant to Article 11 of Title 22 of the California Code of Regulations, Division 4, Chapter 20, (x) designated as “hazardous substances” pursuant to Section 311 of the Clean Water Act (33 U.S.C. §1317), (xi) defined as a “hazardous waste” pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. §6901, et seq. (42 U.S.C. §6903) or (xii) defined as “hazardous substances” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §9601, et seq.
2.8 Liens and Stop Notices. Borrower shall use its best efforts to prevent any lien or stop notice from being placed on the Property or any part thereof, except as to those liens which are approved encumbrances under this Agreement or the Regulatory Agreement. If a claim of a lien or stop notice is given or recorded affecting the Property, the Borrower shall within thirty (30) days of such recording or service:
a. pay and discharge the same; or
b. effect the release thereof by recording and delivering to Authority a surety bond in sufficient form and amount, or otherwise; or c. provide Authority and City, if applicable, with indemnification from a title insurance company reasonably acceptable to the Authority against such lien or other assurance which Agency deems, in its sole discretion, to be satisfactory for the payment of such lien or bonded stop notice and for the full and continuous protection of Authority from the effect of such lien or bonded stop notice.
2.9 Taxes and Assessments. Borrower shall pay prior to delinquency all ad valorem real estate taxes and assessments on the properties subject to this Agreement, subject to Borrower’s right to contest in good faith any such taxes or to receive an exemption from the payment of such taxes.
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3. Borrower’s Representations and Warranties. Borrower represents and warrants to Agency as follows:
3.1 Legal Authority. Borrower has full right, power and lawful authority to undertake all obligations as provided herein, and the execution, performance and delivery of this Agreement by Borrower has been fully authorized by all requisite actions on the part of the Borrower. The parties who have executed this Agreement on behalf of Borrower are authorized to bind Borrower by their signatures hereto.
3.2 Litigation. To the best of Borrower’s knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Borrower or any parties affiliated with Borrower, at law or in equity before any court or governmental agency, domestic or foreign, which if adversely determined, would materially impair the right or ability of Borrower to execute or perform its obligations under this Agreement or any documents required hereby to be executed by Borrower, or which would materially adversely affect the financial condition of Borrower or any parties affiliated with Borrower.
3.3 No Conflict. To the best of Borrower’s knowledge, Borrower’s execution, delivery, and performance of its obligations under this Agreement will not constitute a default or a breach under any contract, agreement or order to which Borrower or any parties affiliated with Borrower is a party or by which it is bound.
3.4 No Bankruptcy. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, receivership or other proceedings have been filed or are pending or threatened against the Borrower or any parties affiliated with Borrower, nor are any of such proceedings contemplated by Borrower or any parties affiliated with Borrower.
3.5 [Intentionally deleted.]
4. Remedies for Default. A failure by any party to perform any action or covenant required by this Agreement, the Affordable Housing Agreements, the Regulatory Agreements, the Promissory Notes, the Deed of Trust, or any loan or deed of trust for the acquisition, rehabilitation, or operation of the Projects subject to this Agreement, which is senior to the Agency Loan, within the time periods provided herein following notice and failure to cure as described hereafter, constitutes a “Default” under this Agreement. A party claiming a Default shall give written notice of Default to the other parties specifying the Default complained of. Except as otherwise expressly provided in this Agreement, the claimant shall not institute any proceeding against any other party, and the other party shall not be in Default if such party cures such default within sixty (60) days of the claimed Default is a failure to pay amounts due pursuant to the Promissory Notes, or one hundred twenty (120) days from receipt of such notice for all other claimed Defaults hereunder, unless a longer cure period is provided in the Regulatory Agreements, Promissory Notes, Deed of Trust or other applicable Related Agreement. However, in the event that such Default is other than a failure to pay money and is of such a nature that it cannot reasonably be cured within one hundred twenty (120) days from receipt of such notice, the claimant shall not institute any proceeding against the other party, and the other party shall not be in Default if such party immediately upon receipt of such notice, with due diligence, commences to cure, correct or remedy such failure or delay and completes such cure, correction or remedy with diligence as soon as reasonably possible thereafter. In the event that the Borrower is in default on any loan or deed of trust senior to the Loan, the Borrower shall ATTACHMENT 4 - 14
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immediately deliver to the Authority a copy of such notice of default. Even if the holder of such loan or deed of trust has not exercised its rights or remedies with respect to such default, the Authority shall have the right (but not be obligated to) cure such default. In such event, the Authority shall be entitled to reimbursement from the Borrower of all costs and expenses actually incurred by the Authority in curing such default. The Authority shall be entitled to add such amount to the amounts owing pursuant to the Promissory Notes, and secured by the Deed of Trust, or in the alternative, Authority may pursue a separate action (such as acceleration of the Notes or specific Note in issue, nonjudicial foreclosure, or litigation) for repayment of the cost, not limited to the real property.
4.1 Institution of Legal Actions. In addition to any other rights or remedies and subject to the restrictions otherwise set forth in this Agreement, either party may institute an action at law or equity to seek specific performance of the terms of this Agreement, or to cure, correct or remedy any Default, to recover damages for any Default, or to obtain any other remedy consistent with the purpose of this Agreement. The Authority may also cause all indebtedness of the Borrower under this Agreement and the Promissory Note to become immediately due and payable, and may institute an action for judicial or nonjudicial foreclosure pursuant to the Deed of Trust. Legal actions must be instituted in the Superior Court of the County of Los Angeles, State of California, in an appropriate municipal court in that county, or in the United States District Court for the Central District of California.
4.2 Acceptance of Service of Process. In the event that any legal action is commenced by the Borrower against Authority, service of process on Authority shall be made by personal service upon the Secretary or Executive Director of Authority or in such other manner as may be provided by law. . In the event that any legal action is commenced by the Borrower against City, service of process on Authority shall be made by personal service upon the City Clerk or City Manager or in such other manner as may be provided by law. In the event that any legal action is commenced by Authority and/or City against the Borrower, service of process shall be made in such manner as may be provided by law and shall be effective whether served inside or outside of California.
4.3 Rights and Remedies Are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by any party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same Default or any other Default by another party.
4.4 Inaction Not a Waiver of Default. Any failures or delays by any party in asserting any of its rights and remedies as to any Default shall not operate as a waiver of any Default or of any such rights or remedies, or deprive any party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies.
4.5 Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement.
4.6 Attorneys’ Fees. In any action between the parties to interpret, enforce, reform, modify, rescind, or otherwise in connection with any of the terms or provisions of this Agreement, the prevailing party in the action shall be entitled, in addition to any other relief to which ATTACHMENT 4 - 15
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it might be entitled, reasonable costs and expenses including, without limitation, litigation costs and reasonable attorneys’ fees.
5. General Provisions.
5.1 Notices, Demands and Communications Between the Parties. Any approval, disapproval, demand, document or other notice (“Notice”) which any party may desire to give to the other parties under this Agreement must be in writing and may be given either by (i) personal service, (ii) delivery by reputable document delivery service such as Federal Express that provides a receipt showing date and time of delivery, or (iii) mailing in the United States mail, certified mail, postage prepaid, return receipt requested, addressed to the address of the party as set forth below, or at any other address as that party may later designate by Notice:
To Authority: Housing Authority of the City of Burbank
275 E. Olive Avenue
Burbank, California 91502
Attn: Executive Director
To Borrower: Burbank Housing Corporation
1819 Grismer Avenue
Burbank, California 91504
Attn: Executive Director
To City: City of Burbank
275 E. Olive Avenue
Burbank, California 91502
Attn: City Manager
With copy to : Attn: City Attorney
Any written notice, demand or communication shall be deemed received immediately upon personal delivery or three (3) days after deposit in the United States mail; provided, however, that refusal to accept delivery after reasonable attempts thereto shall constitute receipt. Any notices attempted to be delivered to an address from which the receiving party has moved without notice shall be effective on the third day from the date of the attempted delivery or deposit in the United States mail.
5.2 Non- Liability of Officials and Employees of Authority and City. No member, official, officer or employee of Authority or the City shall be personally liable to the Borrower, or any successor in interest, in the event of any Default or breach by Authority(or the City) or for any amount which may become due to the Borrower or its successors, or on any obligations under the terms of this Agreement.
5.3 Counterparts. This Agreement may be signed in multiple counterparts which, when signed by all parties, shall constitute a binding agreement. This Agreement is executed in two (2) originals, each of which is deemed to be an original.
5.4 Integration. This Agreement (including Exhibits A-1, A-2, BC-1, C-2, and C-3, D-1, and D-2, together with the Related Agreements, contain the entire understanding between ATTACHMENT 4 - 16
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the parties relating to the transaction contemplated by this Agreement. All prior or contemporaneous agreements, understandings, representations and statements, oral or written are merged in this Agreement and shall be of no further force or effect. Each party is entering this Agreement based solely upon the representations set forth herein and upon each party’s own independent investigation of any and all facts such party deems material. In the event there is any inconsistencies among the documents this Amended and Restated Master Loan Agreement shall prevail; then the Amended and Restated Promissory Notes; then the Amended Regulatory Agreements; and lastly, the Amended and Restated Deed of Trust.
5.5 No Waiver. A waiver by either party of a breach of any of the covenants, conditions or agreements under this Agreement to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions of this Agreement.
5.6 Modifications. Any alteration, change, or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance signed on behalf of each party.
5.7 Severability. If any term, provision, condition, or covenant of this Agreement or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law.
5.8 Legal Advice. Each party represents and warrants to the other the following:
they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise.
5.9 Time of Essence. Time is expressly made of the essence with respect to the performance by the parties of each and every obligation and condition of this Agreement.
5.10 Cooperation. Each party shall cooperate with the other in this transaction and, in that regard, sign any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement including, but not limited to, releases or additional agreements.
5.11 Definitions. Any terms used in this Agreement but not separately defined herein shall have the meaning given to such terms in the Regulatory Agreements.
5.12 Exhibits. City Manager and Authority Executive Director shall prepare, are authorized to sign for the City and Authority, respectively, and shall record, as applicable, Amended and Restated Promissory Notes, Amendment and Restated Deed of Trust, amendments to Regulatory ATTACHMENT 4 - 17
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Agreement and amendments to Lease(s), substantially in the form attached as exhibits to this Agreement.
[END OF TEXT. SIGNATURE PAGE TO FOLLOW.]
ATTACHMENT 4 - 18
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IN WITNESS WHEREOF, Authority, City and the Borrower have executed this Agreement as of the Effective Date.
" Authority"
HOUSING AUTHORITY OF THE CITY OF
BURBANK, a public body, corporate and politic
By:________________________________
Justin Hess, Executive Director
Attest:
___________________________________
, CMC, Secretary
"CITY"
CITY OF BURBANK, a municipal corporation and
charter city
By:________________________________
Justin Hess, City Manager
Attest:
___________________________________
_______________, CMC, City Clerk
Approved as to Form and Legal Content
Joseph H. McDougall City Attorney/Authority General Counsel
___________________________________
By: ________________, ________________
"BORROWER"
BURBANK HOUSING COPORATION,
a California nonprofit public benefit corporation
By: _____________________________
Name:___________________________
Its: ______________________________
ATTACHMENT 4 - 19