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year to reduce the indebtedness owed under the Note. Notwithstanding the foregoing, if other public <br />agency lenders provide Project financing that requires repayment from residual receipts or surplus <br />cash, then City shall share fifty percent (50%) of the Surplus Cash with such other public agencies in <br />accordance with the program rules and regulations applicable to such public agency loan or in a <br />proportion to be determined by agreement with such agencies. <br />No later than May 1 of each year following the issuance of a final certificate of occupancy <br />for the Project, Borrower shall provide to City calculation of Surplus Cash for the previous calendar <br />year, accompanied by such supporting documentation as City may reasonably request, including <br />without limitation, an independent audit prepared for the Project by a certified public accountant in <br />accordance with generally accepted accounting principles. No later than November 1 of each year <br />following issuance of the final certificate of occupancy for the Project, Borrower shall provide to <br />City a projected budget for the following calendar year which shall include an estimate of Surplus <br />Cash. <br />1.2.1 "Surplus Cash" shall mean for each calendar year during the term hereof, the <br />amount by which Gross Revenue (defined below) exceeds Annual Operating Expenses (defined <br />below) for the Project. Surplus Cash shall also include net cash proceeds realized from any <br />refinancing of the Project, less fees and closing costs reasonably incurred in connection with such <br />refinancing, and any City -approved uses of the net cash proceeds of the refinancing. <br />1.2.2 "Gross Revenue" shall mean for each calendar year during the term hereof, <br />all revenue, income, receipts and other consideration actually received by Borrower from the <br />operation and leasing of the Project. Gross Revenue shall include, but not be limited to: all rents, <br />fees and charges paid by tenants; Section 8 payments or other rental subsidy payments received for <br />the dwelling unit; deposits forfeited by tenants; all cancellation fees, price index adjustments and any <br />other rental adjustments to leases or rental agreements; proceeds from vending and laundry room <br />machines; the proceeds of business interruption or similar insurance; the proceeds of casualty <br />insurance not required to be paid to the holders of Approved Senior Loans (provided however, <br />expenditure of such proceeds for repair or restoration of the Project shall be included within Annual <br />Operating Expenses in the year of the expenditure); condemnation awards for a taking of part or all <br />of the Property or the Improvements for a temporary period; and the fair market value of any goods <br />or services provided to Borrower in consideration for the leasing or other use of any part of the <br />Project. Gross Revenue shall include any release of funds from replacement and other reserve <br />accounts to Borrower other than for costs associated with the Project. Gross Revenue shall not <br />include tenant security deposits, loan proceeds, capital contributions or similar advances. <br />1.2.3 "Annual Operating Expenses" shall mean for each calendar year during term <br />hereof, the following costs reasonably and actually incurred for the operation and maintenance of the <br />Project to the extent that they are consistent with an annual independent audit performed by a <br />certified public accountant using generally accepted accounting principles: property taxes and <br />assessments; debt service currently due and payable on a non -optional basis (excluding debt service <br />due from residual receipts or surplus cash of the Project) on loans which have been approved by the <br />City and which are secured by deeds of trust senior in priority to the Deed of Trust ("Approved <br />Senior Loans"); debt service on junior loans if approved by the City, property management fees and <br />reimbursements in amounts in accordance with industry standards for similar residential or mixed <br />use projects; premiums for property damage, liability and other insurance related to the Project; <br />2220130.1 Page 3 <br />