Ebix Insurance No. S200005214
AMENDMENT NO. 1
TO THE contribution AGREEMENT
between the
CITY OF SANTA CLARA, CALIFORNIA,
and
RIVERWOOD GROVE ASSOCIATES
PREAMBLE
This Amendment No. 1 to the Contribution Agreement [Riverwood Grove] (“Amendment”) is entered into between the City of Santa Clara, California, a chartered California municipal corporation (“City”), and Riverwood Grove Associates, a California limited partnership, (“Organization”). City and Organization may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Agreement.”
RECITALS
The Parties previously entered into an agreement entitled “Contribution Agreement by and Between the City of Santa Clara, California and Riverwood Grove Associates,” dated May 7, 2024 (“Original Agreement”).
The Original Agreement provided for City funding of an electrical panel upgrade at the 71-unit Riverwood Grove affordable housing project (“Project”) using not to exceed $350,000 of Community Development Block Grant (“CDBG”) funds.
The Parties now wish to amend the Original Agreement to add Six Hundred Thousand Dollars ($600,000) in additional CDBG funds to the budget, extend the term of the agreement, and extend the property affordability restrictions.
NOW, THEREFORE, inconsideration of the above recitals, the Parties agree as follows:
AMENDMENT TERMS AND CONDITIONS
Section 2 of the Agreement, entitled “Funding and Appropriations” is amended to increase the “not to exceed” amount of CDBG funds available for contribution to the Organization from THREE HUNDRED FIFTY THOUSAND DOLLARS (350,000) to NINE HUNDRED FIFTY THOUSAND DOLLARS ($950,000). All other provisions In Section 3 shall remain the same.
Section 3 of the Agreement, entitled “Term of Agreement” is amended to read as follows:
Unless otherwise set forth in this Agreement or unless this paragraph is subsequently modified by a written amendment to this Agreement, the term of this Agreement shall begin on May 7, 2024 and will terminate on September 30, 2025.
The City reserves the right at its sole discretion, and subject to funding and City Council appropriation, to extend the term of this Agreement for one (1) additional one-year term (“Renewal Term”).
Section 4.A of the Agreement, entitled “Property Affordability Restrictions” is amended to increase the affordability covenant period from 10 years to 15 years. The amended provision shall now read in full as follows:
A. Use Restriction.
The Organization must execute the 15-year use agreement, attached hereto as Exhibit H (the “Affordability Restriction Agreement”), restricting the affordability of the property where the Project is located. The Affordability Restriction Agreement shall impose restrictions commencing on the completion of the work described in the Scope of Work and terminating on the 15th anniversary of the date the Notice of Project Completion was recorded. The Organization agrees to record the Affordability Restriction Agreement against the property where the Project is located upon written request of City.
The Organization agrees that improvements shall be used to benefit low-income persons. The Organization agrees to maintain affordability restrictions in accordance with all applicable CDBG program requirements for the term of this Affordability Restriction. The Grant Award is conditioned upon the Organization maintaining the Affordability period not less than fifteen (15) years after the completion of the work described in the Scope of Work.
The Organization hereby warrants, represents, and agrees that it shall not interfere with, terminate, or otherwise discontinue CDBG use during the term of this Affordability Period. If the Organization terminates or otherwise suspends the CDBG use during the fifteen (15) years of the term of the Affordability Period, the Organization agrees it shall be immediately obligated to refund to the City all of the Grant funds awarded unless the City and the Organization otherwise agree in writing. If the Organization terminates or otherwise suspends the CDBG Use between the sixth (6th) and the fifteenth (15th) year of the Affordability Period, the Organization agrees it shall be immediately obligated to refund to the City a pro-rated portion of the Grant Award funds unless the City and the Organization otherwise agree in writing.
Exhibit A titled “ Scope Of Work And Performance Requirements” of the Original Agreement is hereby replaced and supplanted by the updated Exhibit A attached hereto.
Exhibit B titled “Budget Summary And Payment Requirements” of the Original Agreement is hereby replaced and supplanted by the updated Exhibit B attached hereto.
Exhibit H titled “Affordability Restriction Agreement” of the Original Agreement is hereby replaced and supplanted by the updated Exhibit H attached hereto.
Exhibit I titled “Promissory Note Secured By Deed Of Trust” of the Original Agreement is hereby replaced and supplanted by the updated Exhibit I attached hereto.
Exhibit J titled “Deed Of Trust” of the Original Agreement is hereby replaced and supplanted by the updated Exhibit J attached hereto.
Original Deed of Trust will be reconveyed and replaced by the new Exhibit J.
Except as set forth herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. In case of a conflict in the terms of the Original Agreement and this Amendment No. 1, the provisions of this Amendment No. 1 shall control.
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SIGNATURE(S) TO FOLLOW
SIGNATURE PAGE
TO AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENT
[River Grove]
The Parties acknowledge and accept the terms and conditions of this Amendment No. 1 as evidenced by the signatures of their duly authorized representatives.
CITY OF SANTA CLARA, CALIFORNIA
a chartered California municipal corporation
Approved as to Form:
Dated:
GLEN R. GOOGINS
City Attorney
JŌVAN D. GROGAN
City Manager
City of Santa Clara
1500 Warburton Avenue
Santa Clara, CA 95050
Telephone: (408) 615-2210
Fax: (408) 241-6771
“City”
RIVERWOOD GROVE ASSOCIATES,
a California Limited Partnership
By: MP Santa Clara Inc.,
A California non-profit public benefit corporation,
Its General Partner
Dated:
By (Signature):
Name:
Michel J. Vergura
Title:
Assistant Secretary
Principal Place of Business Address:
303 Vintage Park Drive
Foster City, California 94404
Email Address:
[email protected]
Telephone:
650-356-2988
“ORGANIZATION”
AMENDMENT NO. 1
CONTRIBUTION AGREEMENT
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA
AND
RIVERWOOD GROVE ASSOCIATES
EXHIBIT A
SCOPE OF WORK AND PERFORMANCE REQUIREMENTS
[Revised per Amendment No. 1]
Purpose of Project
Organization shall implement this Agreement in accordance with the applicable provisions of Title I of the Housing and Community Development Act of 1990, as amended, the federal regulations as set forth in 24 CFR Part 570, written interpretations, or requirements by the Department of Housing and Urban Development (HUD), and all other rules and regulations pertaining thereto. All these elements shall be collectively called “CDBG".
The nature of the project is such, that a detailed scope entailed communication with an electrical consultant, energy consultant, and Silicon Valley Powers (the utility provider) before the scope was finalized for electrical panel upgrade work.
Scope of Work
The electrical consultant has worked closely with the Energy Consultant, Mid-Pen Project Manager and Construction Manager to establish a detailed scope of work for the construction scope. To enhance cost-effectiveness, in addition to the sub-panel upgrade work, the feeder upgrade was added to the scope. If the feeder is not upgraded concurrently with the sub-panel upgrade, it will incur additional costs. This is because the future installation of the feeder will necessitate the removal of the newly installed sub-panels to install and terminate the new feeders, thereby duplicating the labor involved in the sub-panel replacement.
The final scope of work consists of the following:
Installation of replacement 125 Amp rated/ 30 space sub-panels in each unit (71 total units). Sub panels shall be 25-Amp rated; 120/240v Rated Single Phase, Three Wire; Copper bus; 30 spaces; MLO; 10,000 AIC; Lugs capable for up to #2/0 aluminum; Flush mounted, indoor rated. Breakers are to be replaced like for like for all existing. Lighting and receptacle circuits to be replaced with AFCI protection. Contractor to confirm exact quantities per unit type. GFCI protection is on the outlets and is not to be modified in the panel schedule. Install panel such that the top of the top breaker is not higher than 48” AFF.
Provide the following breakers for future all-electric renovation: (1) 40A/2 stove (GFCI) and (1) 30A/2 heat pump water heater. Adequate breaker space shall remain unused and available for a future breaker for a heat pump space heater (likely 15A/2 or 20A/2). The breaker for the future heat pump space heater is not required in this Scope of Work. New branch circuits are not required in this Scope of Work.
Installation of the new 125A#02/0 AL SER feeders from the main panels at each building to the new sub-panels in each unit. The 60A/2 main panel breakers feeding the apartment sub panels are to remain and will be replaced in the future.
Surface mount for the new feeders acceptable in the private garages in Buildings 2, Building 3, and Building 4. The new feeders are to be run in the wall cavity and/or the stucco wall on the exterior of the maintenance shop from meter main to the units in Building 5.
Trenching, exterior conduit feeds, penetrations in the parking garage ceiling, and modifications or replacements of raceways/wire racks, as needed for the new feeders, from the meter main to the units in Building 1.
Ceilings and walls will be opened to accommodate the new feeder installation inside the units as needed. Wall studs, backing, nail protection, strapping, Drywall repairs, texture, and painting inside the units. Owner to provide the paint color codes and contractor to purchase/provide paint product.
Location of Project
Unless otherwise indicated, the Project specified below will be offered at the following location:
Site Name
Site Address
Riverwood Grove
2150 Tasman Drive
Santa Clara, CA 95054
Project National Objective and Eligibility
All activities funded with CDBG funds must meet one of the CDBG program’s National Objectives: benefit low- and moderate-income persons; aid in the prevention or elimination of slums or blight; or meet community development needs having a particular urgency, as defined in 24 CFR § 570.208.
HUD Objectives and HUD Outcomes
The Organization certifies that the activity(ies) carried out under this Agreement will Create Suitable Living Environments by meeting the Consolidated Plan Goal of Providing Decent Housing for low-income households.
Matrix Code
14B Rehab: Multi-Unit Residential
National Objective
Benefit to low-moderate income (LMI) persons
Accomplishment type
10 Housing
HUD Objective
Provide decent housing
HUD Outcome
Create Suitable Living Environments
Project meets the National Objective of benefiting low- and moderate-income persons.
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Project Timeline.
The timeline below constitutes the measurable goals by which Project performance will be evaluated. Activities are identified for each type of Project Identify target dates (month/year) for all items that apply to the Project. If an activity is already completed, write the date (month/year) that it was completed.
Work Phase
Completion Date
Pre-Development Phase.
Complete Environmental Review process
3/30/2024
Complete/submit the draft of the Electrical Plan and Project Specifications to City for review and approval 12/19/2024
Obtain necessary permits
02/03/2025
Constructions Phase.
Prepare Bid Package for construction
07/26/2024
Provide Prevailing Wage Decision for bid package
09/25/2024
Place a short advertise for bids in newspapers (at least 21 days before bid opening) 09/25/2024
Pre-Bid Conference or Walk-Thru (Mandatory)
10/07/2024
Bid opening
10/24/2024
Select the Bidder/Award of Contract by Ratification of the Board 12/03/2024
Pre-Construction meeting (Mandatory for parties involved) 12/06/2024
Complete Construction Contract (AIA Agreement)
12/18/2024
Sign Contract (AIA Agreement)
12/18/2024
Issue Notice to Award/Proceed
12/18/2024
Begin construction
02/10/2025
Final Inspection / Punch list
05/12/2025
Finish construction
05/19/2025
Unconditional Lien Release for final payment (copy for city record) 05/30/2025
Issue and Record the Notice of Acceptance or Notice of project completion 06/30/2025
Submit Final Payment and release 10% Retention
07/30/2025
Closeout Project
(Submit all project required documents for record)
09/15/2025
Project Implementation.
Organization shall have full responsibility to procure and to monitor the performance of contractors and subcontractors hired, with technical assistance provided by the City as needed, subject to the following requirements:
Organization or Organization’s representative shall describe its method of procuring contractors. This procurement plan shall be subject to written approval by City.
Organization shall prepare a scope of work, describing the various development and construction activities to be undertaken. This scope of work shall be approved, in writing, by City, before any financial commitments to contractors are entered into by Organization. The scope of work described in Section 1.01 is hereby deemed approved by City.
Organization shall develop bid/proposal documents for all contractors. These documents shall be approved by the City, in writing, prior to public release.
Organization shall obtain required permits and plan approvals before undertaking any construction work.
The City shall comply with state prevailing wage reporting requirements. Contractors and subcontractors shall be registered with the Department of Industrial Relations (DIR) prior to submitting any bid documents.
Reporting Requirements.
On a format prescribed by the City, the Organization must submit the following reports:
Monthly Status Reports. At the end of each month during the construction phase, Organization shall provide the Project Status Report to the Housing and Community Services Division until the Project completes.
Reporting Schedule. All required reports shall be submitted no later than fifteen (15) calendar days after the end of the reporting quarter.
Annual Report. At the end of each fiscal year during the 15-year Affordability Period, Organization shall submit an Annual Report that certifies clients benefiting from services provided on-site continue to be Low- and Moderate-Income persons.
Unduplicated Participants. For purposes of this Agreement, UNDUPLICATED PARTICIPANTS shall be defined as participants who receives more than one service offered by this project, and at least once a year but who may not be counted more than once in that year. Organization shall retain records documenting eligibility. Such records shall include family size, total household income, gender head of household, race, ethnic and disability data.
Goal
TOTAL
# Households served after project completion
70 Households per year
Cost Reimbursement.
Project will be reimbursed based upon the percentage of work completed on approved invoices submitted pursuant to this Agreement. Requests for reimbursement will be made on a form and in manner prescribed by the City under provisions as set forth in EXHIBIT B, entitled “Budget Summary and Payments Requirements”.
Project Closeout Procedure / Documents Required for Backup Organization will ensure that the following documentation is provided to the City in a timely manner:
Proof of MBE/WBE outreach (copy of newspaper ads of Notice to Bidder) Copy of Bid Package
Copy of all submitted Proposals from bidders
List of Subcontractors
Copy of Construction Agreement between City and GC
Proof of Pre-construction meeting (copy of agenda & signing sheet) Copy of Notice to Proceed.
Copy of MBE/WBE Form (HUD 2516).
Copy of Section 3 Labor Hours.
Final Design Letter Certification, if applicable.
Construction Insurance Closure Notice.
Unconditional Lien Release for Final Payment from GF & Subcontractors Before, Progress and Post Photos with Brief Description Occupancy Certificate/Permit Signed-off
Copy of Recorded Notice of Completion Report.
Final Activity Report: The report will include a summary of what the project accomplished and the results of the project benefits AMENDMENT NO. 1
CONTRIBUTION AGREEMENT
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA
AND
RIVERWOOD GROVE ASSOCIATES
EXHIBIT B
BUDGET SUMMARY AND PAYMENT REQUIREMENTS
[Revised per Amendment No. 1]
Budget Summary.
BUDGET CATERGORY
CDBG Request
Other Funds
Total Project Cost
Predevelopment Costs
Environmental Review Assessment
0.00 0.00
0.00 Planning Design, or Architectures Costs
24,495.00
0.00 24,495.00
Permits Fees
20,000.00
0.00 20,000.00
Construction Manager costs
56,925.00
0.00 56,925.00
Admin costs
0.00 0.00
0.00 SUBTOTAL
101,420.00
0.00 101,420.00
Construction Costs
Construction Materials Costs
187,787.82
$187,787.82
Primary Construction Cost
450,114.02
0.00 450,114.02
General Construction Costs
13,400.00
0.00 13,400.00
Other Construction Costs
102,903.16
0.00 102,903.16
SUBTOTAL
754,205.00
0.00 754,205.00
Admin & Project Delivery Costs
(up to 20% of project total including contingency)
0.00 Staffing
0.00 0.00
0.00 Consultants
19,130.00
0.00 19,130.00
Contingency
75,245.00
0.00 75,245.00
Addendum 2
0.00 SUBTOTAL
94,375.00
0.00 94,375.00
TOTAL PROJECT COSTS
950,000.00
0.00 950,000.00
*Attach one-page listing construction components included in the Primary Construction and/or elements included in the Other Construction category (physical improvement projects only). **Federally funded projects must meet all ADA requirements.
Payments Process.
City agrees to reimburse Organization for the expenses incurred as set forth in this Agreement in an amount of money not to exceed the amount set forth in this Agreement. Such sum shall be expended and paid by City to Organization on a reimbursement basis for expenses actually incurred and paid by Organization during the term of this Agreement for the cost categories appearing in EXHIBIT B, as described in subsection B below.
Payments to Organization shall be made within thirty (30) days of:
Receipt by City of statement or statements in a form approved by City specifying in detail the costs incurred by and paid by Organization during the month for which payment is requested; and, Documents evidencing these costs, including but not limited to, paid invoices, and the determination by City, in its sole discretion, that expenses for which Organization seeks reimbursement can properly be paid under this Agreement and such statement(s) and supporting documents reasonably evidencing that the expenses have been incurred and paid by supporting documents reasonably evidencing that the expenses have been incurred and paid by supporting documents reasonably evidencing that the expenses have been incurred and paid by Organization. In making such determination, City may, but need not, rely upon the certification by Organization that the items appearing on said statement and supporting documents are eligible items for reimbursement under this Agreement. Such determination by City shall in no way constitute a waiver by City of its right to recover from Organization the amount of money paid to Organization on any items which is not eligible for payment under this Agreement.
CONTRIBUTION AGREEMENT
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA
AND
RIVERWOOD GROVE ASSOCIATES
EXHIBIT H
AFFORDABILITY RESTRICTION AGREEMENT
[Revised per Amendment No. 1]
This Use Agreement and Covenant (“Covenant”) is entered by Riverwood Grove Associates(“Owner”) for the benefit of the City of Santa Clara (“City”) on the terms and conditions set forth below.
RECITALS
Owner owns certain real property located at 2150 Tasman Drive in the City of Santa Clara, County of Santa Clara, State of California, as more particularly described in the attached ATTACHMENT A (“Property Description”).
Pursuant to the Contribution Agreement between City and Owner, also referred to as Grant Agreement CDI-23-C02, as amended, which terminates fifteen (15) years from the recorded date of the Notice of Project Completion, the City has made a grant of Community Development Block Grant (“CDBG”) funds (the “Grant Award”) to the Owner for Improvements (as defined in Section 1 below) to the Property.
On June 11, 2024, City and Owner entered into an Affordability Restriction Agreement expiring on the 10th anniversary of the date of the Grant Award (“Prior Covenant”).
Pursuant to 24 CFR 570.208, activities funded with grants of CDBG funds must meet one of the CDBG program’s three broad National Objectives: benefit low- and moderate-income households, aid in the prevention or elimination of slums or blight conditions or meet community development needs having a particular urgency.
The National Objective to benefit low- and moderate-income persons may be met by an activity that benefits a limited clientele, at least 51 percent of whom are low- and moderate-income persons (“Limited Clientele”).
Pursuant to 24 CFR 570.505, where CDBG funds in excess of $25,000 are used to acquire or improve a grantee’s property, or portion thereof, that property must be used to meet the National Objective for a period of five (5) years after the grant expires. The City is extending to a total of fifteen (15) years after the grant expires.
Consistent with 2 CFR 200 and 24 CFR 570.502, 570.503, and 570.505, as applicable, and as a condition of disbursement of CDBG funds, the Owner is required to maintain the Improvements and to maintain the intended use on the Property as described herein.
As a condition of the Grant Award, the City has required the Owner to execute and record a deed of trust with assignment of rents, including exhibits thereto, which incorporate by reference this Affordability Restriction Agreement requiring the maintenance of this use against the Property.
NOW, THEREFORE, for valuable consideration, receipt of which is hereby acknowledged, the Owner agrees as follows:
TERMINATION OF AFFORDABILITY RESTRICTION AGREEMENT.
Upon the effectiveness of this Covenant, the Prior Covenant shall terminate and be of no further force and effect and shall be superseded and replaced in its entirety by this Covenant.
IMPROVEMENTS
Pursuant to the Grant Award, the City of Santa Clara has made available CDBG funds for the following improvements on the Property: Upgrading main and sub-electrical panels on the property.
USE COVENANT
The Owner agrees that Improvements shall be used in accordance with their planned use (i.e., improvements to an affordable multi-family residential development with incomes at or below 80% AMI) (collectively, the “CDBG Use”) for the duration of the term of this Covenant. Owner agrees to maintain the CDBG Use in accordance with all applicable CDBG program requirements for the term of this Covenant. The Grant Award is conditioned upon the Owner maintaining the CDBG Use for a period not less than fifteen (15) years.
Owner hereby warrants, represents, and agrees that it shall not interfere with, terminate, or otherwise discontinue the CDBG Use during the term of this Covenant. If the Owner terminates or otherwise suspends the CDBG Use during the first five (5) years of the term of this Covenant, the Owner agrees it shall be immediately obligated to refund to the City all of the Grant Award funds, unless the City and the Owner otherwise agree in writing. If the Owner terminates or otherwise suspends the CDBG Use between the sixth (6th) and the fifteenth (15th) years of the Term, the Owner agrees it shall be immediately obligated to refund to the CITY a pro-rated portion of the Grant Award funds unless the City and the Owner otherwise agree in writing.
TERM
This Covenant shall expire on the termination date of the Affordability Restriction Agreement, which is fifteen (15) years from the date the Notice of Project Completion is recorded. The Covenant shall inure to the benefit of the City and the U.S. Department of Housing and Urban Development (“HUD”).
MAINTENANCE COVENANT
The Owner shall maintain the Improvements and the portion of the Property where they are located consistent with CDBG rules, The Owner shall not make or allow any changes thereto that would prevent the use of Improvements for the activities described in Section 3. On an annual basis, the Owner shall submit to the City a certificate of self-insurance or other proof of adequate property insurance.
RUNS WITH THE LAND
The Owner hereby declares its understanding and intent that:
The covenants and restrictions contained herein shall be construed as covenants running with the land pursuant to California Civil Code section 1468 and not as conditions which might result in forfeiture of title by Owner; and, The burden of the covenants and restrictions set forth in this Covenant touch and concern the interest in the Property in that the Owner’s legal interest in the Property; and, The benefit of the covenants and restrictions set forth in this Covenant touch and concern the Property by enhancing and increasing the enjoyment and use of the Property by low and moderate-income residents of the community, the intended beneficiaries of such covenants and restrictions.
All covenants and restrictions contained herein without regard to technical classification or designation shall be binding upon the Owner and its successors in interest for the benefit of the city, and such covenants and restrictions shall run in favor of such the City for the entire period during which such covenants and restrictions shall be in force and effect, without regard to whether the City is an owner of any land or interest therein to which such covenant and restrictions relate.
NON-DISCRIMINATION
The Grant Award is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P. L. 88-352) and 24 CFR 570.601 and 570.602. In regard to the sale, lease, or other transfer of land acquired, cleared, or improved with assistance provided under the Grant Award, the Owner shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination upon the basis of race, color, religion, sex, sexual orientation, actual or perceived gender identity, or national origin, in the sale, lease or rental, or in tire use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that the City and the United States are beneficiaries of and entitled to enforce such covenants.
REMEDIES
In the event of any breach of any of the covenants or restrictions set forth herein (a ‘''Default”), the City shall have the right to exercise all the rights and remedies, and to maintain any action at law or suits in equity or other real property proceeding. No delay in enforcing the provisions hereof as to any breach or violation shall impair, damage or waive the right of the City to enforce the provisions hereof in the future for any continuing or new breach or violation of any of the covenants or restrictions contained in this Covenant. All rights and remedies, including without limitation, any action to obtain repayment of the Grant Award, of any party legally entitled to enforce this Covenant, shall be cumulative and the exercise of any such right or remedy shall not impair or prejudice and shall not be a waiver of the right to exercise any other such rights and remedies.
NOTICES
Any notice or submittal required or permitted to be given to the City under this Covenant shall be in writing and personally served or sent by U.S. Mail, postage prepaid, addressed as follows:
To City: City of Santa Clara
c/o Housing and Community Services
1500 Warburton Avenue
Santa Clara, CA 95050
RECITALS AND EXHIBITS
Attachment A: For Exhibit H – Property Legal Description The above recitals and the attached exhibits are hereby incorporated and made a part of this Covenant.
Attachment A
(For Exhibit H-Use Agreement)
Property Legal Description
Owner Name: RIVERWOOD GROVE ASSOCIATES
The land referred to is situated in the County of Santa Clara, City of Santa Clara, State of California, and is described as follows:
PARCEL 1, so designated and delineated on the Parcel Map recorded February 22, 2001, in Book 737 of Maps, Pages 19 and 20, Santa Clara County Records.
APN: 097-05-108
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IN WITNESS WHERE OF, the Organization has executed this Covenant as of the date below OWNER/ORGANIZATION:
RIVERWOOD GROVE ASSOCIATES,
a California non-profit corporation
By: MP Santa Clara Inc. A California non-profit public benefit corporation, Its General Partner
__________
By: Micheal J. Vergura
Title: Assistant Secretary
Address: 303 Vintage Park Drive, Suite 250
Foster City. CA 94404
Date: ________________
AMENDMENT No. 1
CONTRIBUTION AGREEMENT
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA
AND
RIVERWOOD GROVE ASSOCIATES
EXHIBIT I
PROMISSORY NOTE
SECURED BY DEED OF TRUST
[Revised per Amendment No. 1]
Riverwood Grove Energy Improvements Project
$950,000 Santa Clara, California
____________, 2025
FOR VALUE RECEIVED, the undersigned, RIVERWOOD GROVE ASSOCIATES, a California nonprofit corporation (“Owner”) promises to pay to the CITY OF SANTA CLARA, a Chartered California Municipal Corporation, (the “City”) at 1500 Warburton Avenue, Santa Clara, CA 95050, or such other place as the City may from time to time designate in writing, the principal sum of NINE HUNDRED FIFTY THOUSAND DOLLARS ($950,000).
This Note, along with the agreement by and between the City of Santa Clara and RIVERWOOD GROVE ASSOCIATES, to carry out Riverwood Grove Energy Improvements for the 2023- 24 program year, as may be amended from time to time, (the “Grant Agreement”), is secured by a deed of trust with assignment of rents of even date herewith to be recorded in the Official Records of the City of Santa Clara (“Deed of Trust”) which encumbers the Property (APN 097-05-108) located at 2150 Tasman Drive, in the City of Santa Clara, as more particularly described in Exhibit A to the Deed of Trust.
In addition to this Note, the terms and conditions of the indebtedness evidenced by this Note are set forth in the Deed of Trust, and the Grant Agreement (collectively the “Grant Documents”). Except where expressly stated otherwise, if there is any conflict between this Note, on the one hand, and the Grant Documents, on the other, this Note shall control.
Interest. The principal sum of this Note shall not accrue interest.
Payment. The entire unpaid balance of principal and interest shall be due and payable in the event of a default under the Grant Documents occurring by the Fifteenth Anniversary of the recordation of the Deed of Trust, or as extended by an amendment to the Agreement. If such a default has not occurred by this date, the Loan shall convert to a grant, the Owner shall be entitled to request a reconveyance of the Deed of Trust and cancellation of this Note. After the reconveyance of the Deed of Trust, the Owner shall have no further obligation under the Grant Documents.
BORROWER HEREBY ACKNOWLEDGES AND UNDERSTANDS THAT THE ENTIRE PRINCIPAL SUM OF THE PROMISSORY NOTE MAY BE UNPAID AND DUE AND PAYABLE ON THE MATURITY DATE.
Acceleration of Obligation
All unpaid principal, plus any applicable fees or charges due under this Note, or the Grant Documents, shall, at the option of the City, be immediately due and payable, time being of the essence, if during the term of this Note there occurs any of the following:
The violation by Borrower of any covenant or provision required to be performed by Borrower under the terms of this Note, or the Grant Documents, or the occurrence of any event of default under any of such documents; or The voluntary or involuntary (including by operation of law), sale, transfer, lease, pledge, encumbrance, creation of a security interest in, or otherwise hypothecation or alienation of all or any part of the security secured by the Deed of Trust ("Security"), without City's prior written consent, except as allowed in the Deed of Trust. The consent by the City to any sale, transfer, lease, pledge, encumbrance, creation of a security interest in, or other hypothecation of: the Security shall not be deemed to constitute a novation or a consent to any further sale, transfer, lease, pledge encumbrance, creation of a security interest in or other hypothecation of, the Security without notice to and consent by the City. The City may, at its option, declare the indebtedness secured hereby immediately due and payable without notice to the Owner or any other person or entity (except as provided herein), upon all such safe, transfer, lease, pledge, encumbrance, creation of a security interest in, or other hypothecation or alienation in violation hereof. Without the written consent of the City, no sale, transfer, lease, pledge encumbrance, creation of security interest in, or other hypothecation of, the Security shall relieve or release the Owner from primary liability under the Deed of Trust or this Note, as the case may be. As used in this Section 3.1(b) the term "transfer" includes, without limitation, the following transactions:
Any total or partial sale, assignment or conveyance, or creation of any trust or power, or any transfer in any other mode or form with respect to the Security or any paid thereof or any interest therein, or any contract or agreement to do the same; and, The cumulative transfer of more than ten percent (10%) of the capital stock, partnership profit and loss interest, or other form of interest in Owner; and, any merger, consolidation, sale or lease of all or substantially all of the assets of the Owner.
Owner defaults under any of the other deeds of trust that encumber the Property.
From and after the time at which City has the right to accelerate the repayment of this Note pursuant to Section 3.1 above, the entire principal sum of this Note shall automatically bear a maximum interest rate permitted by Section l (2) of Article XV of the California Constitution ("Default Rate").
Borrower shall have the right but not the obligation to prepay, without penalty, at any time all or any portion of the outstanding principal balance of this Note.
Notwithstanding any agreements between Borrower and City, in no event shall the total liability for payments in the nature of interest, additional interest and other charges exceed the applicable limits imposed by the usury laws of the State of California. Any such payments that are determined to exceed applicable usury rates, shall be deemed a payment of principal.
Waiver by Owner. Owner, any endorser of this Note, and all others who may become liable for all or any part of the obligations evidenced by this Note hereby severally waive demand, presentment for payment, demand and protest, notice of protest, demand and dishonor and non-payment and consent to any number of renewals or extensions of time hereof. Any such renewals or extensions may be made without notice to any of said parties and without affecting their liability. The pleading of any statute of limitations as a defense to any demand against the Owner is expressly waived by Owner.
Other Encumbrances.
Subject to the terms of the Deed of Trust which, in this case, shall control over the Note, Borrower shall not further encumber, mortgage, or subject the Property or any interest therein to a Deed of Trust without the prior written consent of the City.
Except for the existing Deed of Trust recorded against the Property, unless the City shall expressly agree otherwise in writing, all mortgage and Deed of Trust documents affecting the Property shall provide that in the event of any default or breach by the Borrower under any mortgage or Financing Statement other than the Deed of Trust entitling any party thereunder to accelerate the indebtedness secured thereby and foreclose upon the Property or any interest therein, the City may, at its option, (a) cure the default prior to the completion of any foreclosure and reinstate the mortgage Deed of Trust, or (b) pay the total unpaid indebtedness secured by such mortgage or Deed of Trust, in which event such mortgage or Deed of Trust shall be released. Amounts expended by the City under this paragraph shall be reimbursed by Borrower upon demand of the City therefor, and, in the event, shall bear interest at the maximum rate permitted by Section 1(2) of Article XV of the California Constitution from the date advanced by the City until paid in full. All such amounts (including such interest) shall be added to the principal of this Note. The approval by Borrower of any mortgage or Deed of Trust documents, and the placing of a security interest therefor on the Property or any portion thereof, not containing the provisions required by this Paragraph 5 shall constitute a default under this Note.
Joint and Several. The undersigned, if more than one, shall be jointly and severally liable hereunder.
Purpose of Agreement. It is the intent of the parties that the relationship evidenced by this Note shall be deemed to be one of debtor/creditor, and not of partnership or joint venture.
Waiver by City. Any failure of the City or other holder to exercise any rights hereunder shall not constitute a waiver of the rights to the later exercise thereof.
Amendment. This Note may not be changed, amended or modified orally.
Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of California.
Binding on Successors. The terms of this Note shall apply to, inure to the benefit of, and bind all parties hereto, their heirs, legatees, devisees, administrators, executors, personal representatives, successors, and assigns. Whenever used, the words "Owner", “Grantee”, “Organization” and “Trustor” shall be deemed to include the respective heirs, legatees, devisees, administrators, executors, personal representatives, successors, and assigns of Maker and Holder.
No Individual Liability. Notwithstanding any provisions of this Note or the Grant Documents to the contrary, no director, officer, employee, shareholder, or other individual associated with the Owner shall have any personal liability under this Note or the Grant Documents, it being the intention of the patties that such liability is imposed solely on the corporate entity which comprises the Owner.
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[SIGNATURE(S) TO FOLLOW]
IN WITNESS WHEREOF, the Organization has executed this Covenant as of the date of this agreement.
OWNER/ORGANIZATION:
RIVERWOOD GROVE ASSOCIATES
a California non-profit corporation
By: MP Santa Clara Inc.,
A California non-profit public benefit corporation
Its General Partner
____________________________________
By: Micheal J. Vergura
Title: Assistant Secretary
Address: 303 Vintage Park Drive, Suite 250
Foster City. CA 94404
Date: _________________
CONTRIBUTION AGREEMENT
BY AND BETWEEN THE
CITY OF SANTA CLARA, CALIFORNIA
AND
RIVERWOOD GROVE ASSOCIATES
EXHIBIT J
DEED OF TRUST
[Revised per Amendment No. 1]
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[DEED OF TRUST TO FOLLOW]
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO
Name: City Clerk’s Office
Street Address: 1500 Warburton Avenue
City & State: Santa Clara, California
Zip Code: 95050
Order No.: __________________________
Parcel No.: __________________________
REC
RMF
MICRO
RTCF
LIEN
SMPF
PCOR
SPACE ABOVE THIS LINE FOR THE RECORDER’S USE
TO BE RECORDED WITHOUT FEE FOR GOVERNMENT CODE SELECTIONS 6103 AND 27383
DEED OF TRUST WITH ASSIGNMENT OF RENTS
(This Deed of Trust contains an acceleration clause)
This DEED OF TRUST made this ____ day of __________, 2025 between RIVERWOOD GROVE ASSOCIATES, a California nonprofit corporation, herein called Trustor, whose address is 2150 Tasman Drive, Santa Clara, CA 95050, the City of Santa Clara, herein called Trustee, and the CITY OF SANTA CLARA, herein called Beneficiary.
Witnessed: That Trustor irrevocably grants, transfer and assigns to Trustee in Trust, with Power of Sale, that Property located at 2150 Tasman Drive, Santa Clara, CA 95054 in the City of Santa Clara, County of Santa Clara, California, more particularly described as in EXHIBIT A Legal Description, attached hereto and incorporated herein.
If the Trustor shall sell, convey or alienate said property, or any part thereof, or any interest therein, or shall be divested of his title or any interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the beneficiary being first had and obtained, beneficiary shall have the right, at its option, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable.
TOGETHER WITH the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues and profits.
For the Purpose of Securing (1) payment of the sum of ($950,000.00) according to the terms of a promissory note or notes of even date herewith made by Trustor, payable to order of Beneficiary, and extensions or renewals thereof; (2) the performance of each agreement of Trustor incorporated by reference or contained herein or reciting it is so secured; (3) Payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust.
To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in subdivision A of that certain Fictitious Deed of Trust recorded in the book and page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely:
COUNTY
BOOK
PAGE
COUNTY
BOOK
PAGE
COUNTY
BOOK
PAGE
COUNTY
BOOK
PAGE
Alameda
1288
556
Kings
858
713
Placer
1028
379
Sierra
38 187
Alpine
3 130-31
Lake
437
110
Plumas
166
1307
Siskiyou
506
762
Amador
133
438
Lassen
192
367
Riverside
3788
347
Solano
1287
621
Butte
1330
513
Los Angeles
T-3878
874
Sacramento
71-10-26
615
Sonoma
2067
427
Calaveras
185
338
Madera
911
136
San Benito
300
405
Stanislaus
1970
56 Colusa
323
391
Marin
1849
122
San Bernardino
6213
768
Sutter
655
585
Contra Costa
4684
1 Mariposa
90 453
San Francisco
A-804
596
Tehama
457
183
Del Norte
101
549
Mendocino
667
99 San Juaquin
2855
283
Trinity
108
595
El Dorado
704
635
Merced
1660
753
San Luis Obispo
1311
137
Tulare
2530
108
Fresno
5052
623
Modoc
191
93 San Mateo
4788
175
Tuolumne
177
160
Glenn
469
76 Mono
69 302
Santa Barbara
2065
881
Ventura
2607
237
Humboldt
801
83 Monterey
357
239
Santa Clara
6626
664
Yolo
769
16 Imperial
1189
701
Napa
704
742
Santa Cruz
1638
607
Yuba
398
693
Inyo
165
672
Nevada
363
94 Shasta
800
633
Kern
3756
690
Orange
7182
18 San Diego SERIES 5 Book 1964, Page 149774
Said agreements, terms and provisions contained in said subdivision A and B, (identical in all counties are printed on the reverse side hereof) are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefore does not exceed the maximum allowed by laws.
The foregoing assignment of rents is absolute unless initiated here, in which case, the assignment serves as additional security.
BY SIGNING BELOW, the Trustor accepts and agrees to the terms and covenants contained in this Security Instrument (including those provisions of the Fictitious Deed of Trust that are incorporated by reference) and in the Rider executed by Trustor and attached hereto as EXHIBIT B and incorporated hereby.
The undersigned Trustor requests that a copy of any notice of default and any notice of sale hereunder be mailed to him at this address hereinbefore set forth.
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[SIGNATURE(S) TO FOLLOW]
IN WITNESS WHEREOF, the Organization has executed this Covenant as of the date of this agreement.
OWNER/ORGANIZATION:
RIVERWOOD GROVE ASSOCIATES,
a California non-profit corporation
By: MP Santa Clara Inc.,
A California non-profit public benefit corporation
Its General Partner
By ____________________________________
Print Name: Micheal J. Vergura
Title: Assistant Secretary
Address: 303 Vintage Park Drive, Suite 250
Foster City. CA 94404
Date: _________________
NOTARY PAGE TO BE ADDED HERE
The following is a copy of provisions (1) to (14) inclusive, of the fictitious Deed of Trust, recorded in each county in California, as stated in the foregoing Deed of Trust and incorporated by reference in said Deed of Trust as being a part thereof as if set forth at length therein.
To Protect the Security of This Deed of Trust, Trustor Agrees:
To keep said property in good condition and repair; not to remove or demolish any building thereon; to complete or restore promptly and in good and workmanlike manner any building which may be constructed, damaged or destroyed thereon and to pay when due all claims for labor performed and materials furnished therefore; to comply with all laws affecting said property or requiring any alterations or improvements to be made thereon; not to commit or permit waste thereof; not to commit, suffer or permit any act upon said property in violation of law; to cultivate, irrigate, fertilize, fumigate, prune and do all other acts which from the character or use of said property may be reasonably necessary, the specific enumeration herein not excluding the general.
To provide, maintain and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary. The amount collected under any fire or Beneficiary may apply other insurance policy upon any indebtedness secured hereby and in such order as Beneficiary may determine, or at option of Beneficiary the entire amount so collected or any part thereof may be released to Trustor. Such application or release shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.
To appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorney's fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed.
To pay: at least ten days before delinquency all taxes and assessments affecting said properly, including assessments on appurtenant water stock; when due, all encumbrances, charges, and liens, with interest, on said property or any part thereof, which appear to be prior or superior hereto; all costs, fees and expenses of this Trust.
Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may: make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being authorized to enter upon said property for such purposes; appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; pay, purchase, contest or compromise any in cumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and, in exercising any such powers, pay necessary expenses, employ counsel and pay his reasonable fees.
It is mutually agreed:
That any award of damages in connection with any condemnation for public use of or injury to said property or any part thereof is hereby assigned and shall be paid to beneficiary who may apply or release such moneys received by him in the same manner and with the same effect as above provided for disposition of proceeds of fire or other insurance.
That by accepting payment of any sum secured hereby after its due date, Beneficiary does not, waive his right either to require prompt payment when due of all other sums so secured or to declare default tor failure so to pay.
That at any time or from time to lime, without liability therefore and without notice, upon written request of Beneficiary and presentation of this Deed and said note for endorsement, and without affecting the personal liability of any person for payment of the indebtedness secured hereby, Trustee may: reconvey any part of said property; consent to the making of any map or plat thereof join in granting any easement thereon; or join in any extension agreement or any agreement subordinating the lien or charge hereof.
That upon written request of Beneficiary stating that all sums secured hereby have been paid, and upon surrender of this Deed and said note to Trustee for cancellation and retention and upon payment of its fees, Trustee shall reconvey, without warranty, the property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The Owner in such reconveyance may be described as "the person or persons legally entitled thereto." Five years after issuance of such lull reconveyance, Trustee may destroy said note and this Deed (unless directed in such request to retain them).
That as additional security, Trustor hereby gives to and confers upon Beneficiary the right, power and authority, during the continuance of these Trusts, to collect the rents, issues and profits of said property, reserving unto Trustor the right, prior to any default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, to collect and retain such rents, issues and profits as they become due and payable. Upon any such default, Beneficiary may at any time without notice, either in person, by agent, or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession of said property or any part thereof, in his own name sue for or otherwise collect such rents, issues and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable attorney's fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. The entering upon and taking possession of said property, the collection of such rents, issues and profits and the application thereof as aforesaid, shall not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice.
That upon default by Trustor in payment of any indebtedness secured hereby or in performance of any agreement hereunder, Beneficiary may declare all sums secured hereby immediately due and payable by delivery to Trustee of written declaration or default and demand for sale and of written notice of default and of election to cause to be sold said property, which notice Trustee shall cause to be filed for record. Beneficiary also shall deposit with Trustee this Deed, said note and all documents evidencing expenditures secured hereby.
After the lapse of such time as may then be required by law following the recordation or said notice of default, and notice of sale having been given as then required by law, Trustee, without demand on Trustor, shall sell said property at the time and place fixed by it in said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder for cash in lawful money of the United States, payable at time of sale. Trustee may postpone sale of all or any portion of said property by public announcement at such time and place of sale, and from time to lime thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to such purchaser its deed conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including Trustor, Trustee, or Beneficiary as hereinafter defined may purchase at such sale.
After deducting all costs, fees and expenses of Trustee and of this Trust, including cost of evidence of title in connection with sale, Trustee shall apply the proceeds of sale to payment of all sums expended under the terms hereof, not then repaid, with accrued interest at the amount allowed by law in effect at the date hereof; all other sums then secured hereby; and the remainder, if any, to the person or persons legally entitled thereto.
Beneficiary, or any successor in ownership of any indebtedness secured hereby, may from time to time, by instrument in writing, substitute a successor or successors to any Trustee named herein or acting hereunder, which instrument, executed by the Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where said property is situated, shall be conclusive proof of proper substitution of such successor Trustee or Trustees, who shall, without conveyance from the Trustee predecessor, succeed to all its title, estate, rights, powers and duties. Said instrument must contain the name of the original Trustor, Trustee and Beneficiary hereunder, the book and page where this Deed is recorded and the name and address of the new Trustee.
That this Deed applies to, inures to the benefit of, and binds all parties hereto, their heirs, legatees, devisees, administrators, executors, successors and assigns. The term Beneficiary shall mean the owner and holder, including pledgees, or the note secured hereby, whether or not named as Beneficiary herein. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural.
That Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Deed of Trust or of any action or proceeding in which Trustor, Beneficiary or Trustee shall be a party unless brought by Trustee.
DO NOT RECORD
REQUEST FOR FULL RECONVEYANCE TO TRUSTEE:
The undersigned is the legal owner and holder of the note or notes, and of all other indebtedness secured by the foregoing Deed of Trust. Said note or notes, together with all other indebtedness secured by said Deed of Trust, have been fully paid and satisfied; and you are hereby requested and directed, on payment to you of any sums owing to your underline terms of said Deed of Trust, to cancel said note or notes above mentioned and all other evidences of indebtedness secured by said Deed of Trust delivered to you herewith, together with the said Deed of Trust, and to reconvey, without warranty, to the parties designated by the terms of said Deed of Trust, all the estate now held by you under the same.
Dated ___________________ ______________________________ ______________________________
Please mail Deed of Trust,
Note and Reconveyance to: RIVERWOOD GROVE ASSOCIATES
303 Vintage Park Drive, Suite 250,
Foster City, CA 94404
Do not lose or destroy this Deed of Trust OR THE NOTE, which it secures. Both must be delivered to the Trustee
EXHIBIT A
(For Exhibit J-Deed of Trust)
Property Legal Description
EXHIBIT B
(For Exhibit J-Deed of Trust)
RIDER TO DEED OF TRUST AND ASSIGNMENT OF RENTS
THIS RIDER TO DEED OF TRUST AND ASSIGNMENT OF RENTS is made this _____ day of ______________ , 2025, and is incorporated into and shall be deemed to amend and supplement the Deed of Trust and Assignment of Rents (“'Deed of Trust”) covering real property and any improvements thereon located 2150 Tasman Drive, Santa Clara, CA 95054, and further described in the property description set forth in the Deed of Trust, (“Property”), of the same date given by the undersigned, RIVERWOOD GROVE ASSOCIATES, a California Nonprofit Corporation ("Trustor") to secure Trustor’s promissory note to the City of Santa Clara, a municipal corporation (“City”) in the amount of NINE HUNDRED FIFTY THOUSAND DOLLARS AND NO/100 ($950,000.00) dated of even date herewith (the “Note”).
In addition to the covenants and agreements made in the Deed of Trust, City and Trustor further covenant and agree as follows:
This Rider and the Deed of Trust are made in connection with a certain Grant Agreement by and between the City of Santa Clara and RIVERWOOD GROVE ASSOCIATES, for the 2023-24 programs, as may be amended from time to time (“Grant Agreement”).
The Grant Agreement provides that Trustor is the recipient of certain Community Development Block Grant (“CDBG”) funds designated for rehabilitating Trustor’s building located at 2150 Tasman Drive in Santa Clara, California (the “Facility”).
All sums secured by the Deed of Trust shall, at the option of City, become immediately due and payable upon:
The sale or transfer by Trustor of the Facility or Property, without the prior written consent of City, prior to time periods specified in the Note and Grant Agreement; or, A use by Trustor of the Property or the Facility, prior to the expiration of time periods specified in the Note and Grant Agreement and the reconveyance of the Deed of Trust, which violates the terms of the Grant Agreement including the Affordability Restriction attached thereto, or which is not an “eligible activity” under Title 1 of the Housing and Community Development Act of 1974, Public Law 93-383, as amended and regulations issued pursuant thereto by the United States Department of Housing and Urban Development; or, An uncured default under the terms of the Deed of Trust, if City exercises this option. City shall give Trustor notice of acceleration. The notice shall provide a period of not less than sixty (60) days from the date the notice is mailed, within which Trustor must pay all sums secured by the Deed of Trust, If Trustor fails to pay these sums prior to the expiration of this sixty (60) day period, such failure shall constitute an uncured default and City may invoke any remedies permitted by the Deed of Trust without further notice or demand on Trustor.
The sums secured by the Deed of Trust shall be considered paid in full if the contingencies set forth in the Note and Grant Agreement have not occurred within the time periods set forth in the Grant Agreement. When said contingencies in the Note and the Grant Agreement do not occur within the time periods specified in the Grant Agreement, the Promissory Note shall have no further force or effect and shall be deemed null and void at the end of the latter of the time periods specified in the Grant Agreement, and City shall instruct the Trustee of the Deed of Trust to execute a full reconveyance, without warranty, of the Property described in the Deed of Trust.
Trustor hereby agrees to indemnify, hold harmless and defend with counsel of City’s choice, City, its agents, successors, and assigns for any and all expenses, costs, or liabilities directly or indirectly caused by displacement of and relocation of tenants located at the Facility.
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[SIGNATURE(S) TO FOLLOW]
By signing below, Trustor accepts and agrees to the terms and provisions contained in this Rider.
IN WITNESS WHEREOF, the Organization has executed this Covenant as of the date of this agreement.
OWNER/ORGANIZATION:
RIVERWOOD GROVE ASSOCIATES,
a California non-profit corporation
By: MP Santa Clara Inc.,
A California non-profit public benefit corporation
Its General Partner
____________________________________
By: Micheal J. Vergura
Title: Assistant Secretary
Address: 303 Vintage Park Drive, Suite 250
Foster City. CA 94404
Date: _________________
NOTARY PAGE TO BE ADDED HERE
Amendment No. 1 to Riverwood CIP Agreement 1
Revised 10/25/19
Amendment No. 1 to Riverwood CIP Agreement Page 1
Rev. 10/25/19
Amendment No. 1 to Riverwood CIP Agreement Exhibit B
Revised 10/25/19
Amendment No. 1 to Riverwood CIP Agreement Exhibit H 1 Revised 10/25/19
Amendment No. 1 to Riverwood CIP Agreement Exhibit I 1 Rev. 10/25/2019
Amendment No. 1 to Riverwood CIP Agreement Exhibit J 1 Rev. 10/25/2019