Item 6 - Amendmnt 2 to the Affordable Housing and Prop. Disposition Agmt, Amendmnt 1 to Affordable Housing Auth. Regulatory Agmt. andNovember 17, 2020, Item #6DATE: TO: FROM: CONTACT: SUBJECT: Summary: AGENDA REPORT CityofPoway November 17, 2020 Honorable Chairman and Members of the Housing Authority Wendy Kaserman, Assistant City Manager Craig Ruiz, Economic Development Administrator (2,(2--858-668-4509, cruiz@poway.org CITY COUNCIL Amendment No. 2 to the Affordable Housing and Property Disposition Agreement, Amendment No. 1 to Affordable Housing Authority Regulatory Agreement, and Amended and Restated Notice of Affordability Restrictions on Transfer of Property On March 19, 2019, the City of Poway Housing Authority ("Authority'') approved an Affordable Housing and Property Disposition Agreement ("AHPDA") with Poway Commons, LLC (which subsequently assigned its interests to its affiliate MC Poway 97 LLC) for the sale and subsequent development of affordable housing on property owned by the Authority. The AHPDA regulates the development and operation of 44 senior affordable housing units. The affordable units will have an application preference for senior veterans for 15 of the units. The preference will allow qualified veterans to move to the top of the waiting list until the 15-unit threshold is met. The primary source of funding for the Project will be tax-exempt bonds together with 4% Tax Credits issued by the California Tax Credit Allocation Committee. MC Poway 97, LLC and the Authority seek to make changes to the AHPDA and associated documents consistent with the income and rental rate regulations of the California Tax Credit Allocation Committee, for purposes of ensuring that the financial projections for the development are consistent with the senior lender's underwriting requirements. Recommended Action: It is recommended that the governing board of the Poway Housing Authority approve the Second Amendment to the Affordable Housing and Property Disposition Agreement, Amendment No. 1 to Affordable Housing Regulatory Agreement, and Amended and Restated Notice of Affordability Restrictions on Transfer of Property. Discussion: The Poway Commons development will include 97 for-sale, market rate, attached housing units, approximately 25,000 square feet of commercial retail space and 44 affordable senior housing units with a preference for senior veterans ("Affordable Project"). Poway Commons, LLC will develop the market rate housing and Sudberry Properties will develop the commercial space. Poway Commons Affordable CIC, L.P ("Chelsea") is the developer of the Affordable Project, and will acquire title to the property from MC Poway 97 LLC at the closing of the Affordable Project's financing, which is anticipated to occur on November 20, 2020. 1 of 23
November 17, 2020, Item #6The Affordable Project was approved by the City Council at its December 17, 2019 meeting. The two-story building will have nine two-bedroom units, 35 one-bedroom units and a community room that will provide services and amenities for residents, as well as one on-site management unit. A requirement of the AHPDA is to have the management plan for the operation of the property reviewed and approved by city staff. The approved management plan details the application process which will provide a 15-unit preference for qualified senior veterans. Veterans are defined as those who served on active duty in the armed forces and were honorably separated from service. Un-remarried spouses of individuals who were on active military duty and were killed in the line of duty or those who have been designated by the armed forces a missing in action shall have the next priority in leasing a unit. The Affordable Project will utilize a variety of funding sources. Funding includes traditional bank financing, a $450,000 loan from the County of San Diego, a $1,383,000 loan from MC Poway 97, LLC, and a Poway Housing Authority Loan ("Authority Loan") of $1,748,000. The primary source of funding will consist of approximately $6,900,000 in equity raised by the sale of state and federal low-income housing tax credits ("Tax Credit Program) to investors. Affordable housing developments utilizing the Tax Credit Program require the units to be affordable to households earning 50% and 60% of the Area Median Income (AMI) for San Diego County, adjusted for household size, determined in accordance with the methodologies of the Tax Credit Program (the ''Tax Credit Rents") for 55 years. These rent levels are ensured through the recordation of a regulatory agreement against the property. In connection with the earlier sale of the property to MC Poway 97, the Authority recorded the Authority Regulatory Agreement to ensure affordable rent levels for 55 years. When the Authority originally approved the AHPDA and the form of the Authority Regulatory Agreement, it required 5 units be restricted to households earning 50% of AMI and 38 units at 60% AMI pursuant to Health and Safety Code Section 50053(b) ("RDA Rents"). The RDA Rents are approximately $125 lower for a one-bedroom unit and $300 lower for a two-bedroom unit than comparable Tax Credit Rents. Subsequent to the Authority's approval, when applying for Tax Credits, Chelsea made its tax credit application more competitive by targeting deeper affordability levels than originally proposed for 15 units. The Project will have 3 units at 40% AMI, 11 units at 50% AMI, 6 units at 55% AMI and 23 units at 60% of AMI. The reduction in rental rates brings the project's average affordability rate from the original 59% to the current 55.3%. While Chelsea's Affordable Project has deeper affordability levels than originally proposed, and all of the units meet Tax Credit Rents, the rental rates on 29 units will exceed the RDA Rents. In order to ensure the financial viability of the Project, Chelsea is requesting an amendment to the Authority, Regulatory Agreement and Notice of Affordability Restrictions on Transfer of Property. The proposed Amendment No. 2 to the AHPDA, as shown in Attachment A to this report, would modify the AHPDA to provide that the Authority Loan is allocated to pay solely for the costs of developing the 14 dwelling units in the Project that meet RDA Rents. The remaining 29 affordable units in the Affordable Project will continue to be restricted to low income households pursuant to the tax credit regulatory agreement to be recorded at the closing of Chelsea's financing for the Project, for a period of 55 years. In addition, the loan from the County of San Diego has a separate regulatory agreement that restricts the affordability of the project for 99 years. The proposed amendment to the AHPDA results in similar changes to the Authority Regulatory Agreement and the and Notice of Affordability Restrictions on Transfer of Property. The proposed changes to the Authority documents 2 of 23
November 17, 2020, Item #6will not have any impact on the City's ability to count the units towards its Regional Housing Needs Assessment requirements. Environmental Review: This action is not subject to review under the California Environmental Quality Act (CEQA). Fiscal Impact: The original Authority approval of the AHPDA provided for an Authority Loan in an amount not to exceed $2.2 million. Through costs savings and securing additional financing sources, the Authority Loan has been reduced to $1,748,000. Public Notification: None Attachment: A. Amendment No. 2 to the Affordable Housing and Property Disposition Agreement, Amendment No. 1 to Affordable Housing Authority Regulatory Agreement, and Amended and Restated Notice of Affordability Restrictions on Transfer of Property Reviewed/ Approved By: Assistant City Manager 3 of 23 Reviewed By: Alan Fenstermacher City Attorney Approved By: Cho/!k? City Manager
AMENDMENT NO. 2 TO
AFFORDABLE HOUSING AND PROPERTY DISPOSITION AGREEMENT
THIS AMENDMENT NO. 2 TO AFFORDABLE HOUSING AND PROPERTY
DISPOSITION AGREEMENT (this "Amendment No. 2"), dated as of November _2020,
is entered into by and between the CITY OF POWAY HOUSING AUTHORITY, a public body, corporate and politic ("Authority"), and POWAY COMMONS AFFORDABLE CIC,
LP, a California limited partnership ("Developer"), with respect to the following facts:
RECITALS
A.On or about April 11, 2019, Authority and Poway Commons, LLC, a
Delaware limited liability company ("Poway Commons"), entered into that certain Affordable Housing and Property Disposition Agreement, as amended by that certain First Amendment to Affordable Housing and Property Disposition Agreement entered into
between Authority and Poway Commons on or about August 12, 2019, pursuant to which
(i)Authority agreed to sell to Poway Commons certain real property referred to therein asthe "Property," and (ii) Poway Commons agree to subsequently transfer the Property toa limited partnership to be established by Chelsea Investment Corporation, a California
corporation ("Chelsea") for the limited partnership's development and operation thereon
of a forty-four (44) unit senior affordable apartment project, with all but one of the units
restricted, in perpetuity, for occupancy by income-qualified senior households (asamended, the "AHPDA").
B.On or about February 10, 2020, Poway Commons assigned all of its right,title, interest, and obligations in, to and under the AHPDA to MC Poway 97 LLC, a Delaware limited liability company ("MC Poway 97").
C.On or about April 29, 2020, Authority sold the Property to MC Poway 97.Concurrently with said sale, (i) Authority and MC Poway 97 entered into that certain
Affordable Housing Regulatory Agreement, which was recorded in the Official Records of
San Diego County on April 30, 2020, as Instrument No. 2020-0221513 (the "Authority
Regulatory Agreement"), and (ii) Authority executed that certain Notice of Affordability Restrictions on Transfer of Property, which was recorded in the Official Records of San
Diego County on April 30, 2020, as Instrument No. 2020-0221511 (the "Notice of
Affordability Restrictions").
D.Chelsea has established Developer for purposes of owning and developing
the "Project" (as defined in the AHPDA). Developer has applied for and has obtained an allocation of tax credits and commitments for a construction loan and other financing
necessary to develop the Project, all of which financing is closing concurrently with the
execution of this Amendment No. 2.
E.Concurrently with the execution of this Amendment No. 2, MC Poway 97
assigned all of its right, title, interest, and obligations in, to and under the Authority Regulatory Agreement and the Notice of Affordability, and certain of its right, title, interest,
and obligations in, to and under the AHPDA, to Developer .
882/012782-0029 15720032.3 al 1/09/20
4 of 23 ATTACHMENT A November 17, 2020, Item #6
November 17, 2020, Item #6F Developer has requested certain changes to the affordability mix of the Project, consistent with the income targeting requirements of projects funded with low income housing tax credits, in order to ensure that the financial projections for the Project are consistent with the senior lender's underwriting requirements for the Project. G. Authority has agreed to the changes, subject to the terms and conditions of this Amendment No. 2. NOW THEREFORE, for valuable consideration, Developer and Authority agree as follows: 1. Affordability Restrictions in AHPDA. The AHPDA is hereby modified to provide that the Authority Loan shall be allocated to pay solely for the costs of developing fourteen (14) of the dwelling units in the Project (the "Restricted Units"). Notwithstanding the foregoing, Developer represents to Authority that all of the units in the Project will be restricted to low income households, pursuant to the tax credit regulatory agreement to be recorded against the Project, for a period of fifty-five (55) years. 2. Implementing Amendments. Concurrently with the execution hereof, (i) Authority and Developer shall enter into and record an amendment to the Authority Regulatory Agreement substantially in the form attached hereto and incorporated herein as Exhibit 1 (the "Authority Regulatory Agreement Amendment"), and (ii) Authority shall execute and record an amended and restated version of the Notice of Affordability Restrictions substantially in the form attached hereto and incorporated herein as Exhibit 2_ (the "Amended and Restated Notice of Affordability Restrictions"). 3. Full Force and Effect. Except as expressly modified by this Amendment No. 2, the AHPDA remains unchanged and in full force and effect. 4. Attorney's Fees. In the event of any action between the parties hereto seeking enforcement of any of the terms and conditions to this Amendment No. 2, the prevailing party in such action shall be awarded its reasonable costs and expenses, including without limitation its expert witness fees and reasonable attorney's fees. 5. Interpretation. This Amendment No. 2 shall be construed according to its fair meaning and as if prepared by all of the parties hereto. 6. Governing Law. This Amendment No. 2 shall be governed by the internal laws of the State of California and any question arising hereunder shall be construed or determined according to such law. The Superior Court of the State of California in and for the County of San Diego, or such other appropriate court in such county, shall have exclusive jurisdiction of any litigation between the parties concerning this Amendment No. 2. 7. Counterparts. This Amendment No. 2 may be executed in counterparts by the parties hereto. All counterparts so executed shall constitute one document binding on all the parties hereto. 882/012782-0029 15720032.3 al 1/09/20 5 of 23 -2-
November 17, 2020, Item #6IN WITNESS WHEREOF, this Amendment No. 2 has been executed as of the date set forth above. "DEVELOPER" POWAY COMMONS AFFORDABLE CIC, LP, a California limited partnership By: Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation Its: Managing General Partner By: ___________ _ Robert W. Laing, President/Executive Director By: CIC Poway Commons Affordable, LLC, a California limited liability company Its: Administrative General Partner By: Chelsea Investment Corporation, a California corporation, as Manager By: _________ _ Cheri Hoffman, President "AUTHORITY" CITY OF POWAY HOUSING AUTHORITY, a public body, corporate and politic By: ____________ _ Chris Hazeltine, Executive Director APPROVED AS TO FORM: RUTAN & TUCKER, LLP Alan Fenstermacher, Authority Special Counsel 882/012782-0029 15720032.3 al 1/09/20 6 of 23 -3-
November 17, 2020, Item #6882/012782-0029 15720032.3 al 1/09/20 7 of 23 EXHIBIT 1 FORM OF REGULATORY AGREEMENT AMENDMENT Exhibit 1
November 17, 2020, Item #6RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO City of Poway Housing Authority 13325 Civic Center Drive Poway, CA 92064 Attention: Authorit Secreta Space Above This Line for Recorder's Use (Exempt from Recording Fee per Gov't Code § 27383) AMENDMENT NO. 1 TO AFFORDABLE HOUSING REGULATORY AGREEMENT THIS AMENDMENT NO. 1 TO AFFORDABLE HOUSING REGULATORY AGREEMENT ("Amendment No. 1 ") is made and entered into as of November_, 2020 (the "Amendment Effective Date") by and between CITY OF POWAY HOUSING AUTHORITY, a public body, corporate and politic ("Authority"), and POWAY COMMONS AFFORDABLE CIC, LP, a California limited partnership ("Developer"). A. Concurrently with the execution and recordation hereof in the Official Records of the County of San Diego (the "Official Records"), Developer is acquiring fee title to that certain real property located in the City of Poway, County of San Diego, State of California (the "Property"). The Property is more particularly described in Exhibit "A", which is attached hereto and incorporated herein by this reference. B. Developer is acquiring the Property from MC Poway 97 LLC, a Delaware limited liability company ("MC Poway 97"), which acquired the Property from Authority pursuant to that certain Affordable Housing and Property Disposition Agreement entered into on or about April 11, 2019, between Authority and Poway Commons, LLC, a Delaware limited liability company (Poway Commons"), as amended by that certain Frist Amendment to Affordable Housing and Property Disposition Agreement entered into on or about August 12, 2019, between Authority and Poway Commons (as amended, the "Original AHPDA"), and as subsequently assigned by Poway Commons to MC Poway 97. C. The Original AHPDA requires the Property to be developed and operated as a forty-four (44) unit senior affordable apartment project with all but one of the units restricted, in perpetuity, for occupancy by income-qualified senior households. Pursuant to the Original AHPDA, in connection with Authority's sale of the Property to MC Poway 97, Authority and MC Poway 97 entered into that certain Affordable Housing Regulatory Agreement, which was recorded in the Official Records on April 30, 2020, as Instrument No. 2020-0221513 (the "Authority Regulatory Agreement"). Concurrently with the recordation hereof in the Official Records, MC Poway 97 assigned to Developer and Developer assumed all of MC Poway 882/012782-0029 15720032.3 al 1/09/20 8 of 23 -1-
November 17, 2020, Item #697's obligations under the Authority Regulatory Agreement pursuant to an assignment and assumption agreement being recorded concurrently herewith. D. Concurrently but prior to the execution and recordation hereof in the Official Records, (i) Developer is assuming certain of the rights and obligations of MC Poway 97 under the Original AHPDA, and (ii) Developer and Authority are entering into that certain Amendment No. 2 to Affordable Housing and Property Disposition Agreement to make certain changes to the affordability restrictions, consistent with the income targeting requirements of projects funded with low income housing tax credits, for purposes of ensuring that the financial projections for the Project are consistent with the senior lender's underwriting requirements for the Project. E. Authority and Developer now wish to amend the Authority Regulatory Agreement as further set forth herein. AGREEMENT: NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Amendments to Authority Regulatory Agreement. The Authority Regulatory Agreement is hereby amended as follows: (a) The defined terms"50% Income Household" and "50% Income Unit" and all references to such terms are hereby deleted and shall have no further force or effect. (b) The defined term "Affordable Units" is hereby replaced, in its entirety, with the following: "Affordable Units" means the following fourteen (14) rental units in the Project: (i) Eleven (11) one (1) bedroom, one (1) bath units; and (ii) Three (3) two (2) bedroom, one (1) bath units. (c) The defined term "Authority Loan" shall be replaced in its entirety, with the following: "Authority Loan" means the loan provided by Authority to Developer pursuant to the Agreement to assist Developer with the costs Developer incurs in developing the Affordable Units. (d) Exhibit F is hereby replaced, in its entirety, with the replacement Exhibit F attached hereto and incorporated as Exhibit "B". 882/012782-0029 15720032.3 al 1/09/20 9 of 23 -2-
November 17, 2020, Item #62. Additional Regulatory Agreements. Notwithstanding anything to the contrary herein, Developer acknowledges and agrees that with the exception of one (1) manager's unit, all of the units in the Project will be restricted pursuant to the Additional Regulatory Agreements to occupancy by low income households at an affordable rent pursuant to Tax Credit Rules and the requirements set forth in the Additional Regulatory Agreements, and nothing herein shall affect Authority's rights pursuant to Section 4.14 of the Authority Regulatory Agreement to enforce the terms of the Additional Regulatory Agreements. 3. Defined Terms. All capitalized terms used herein but not defined herein shall have the meanings ascribed thereto in the Authority Regulatory Agreement. 4. Full Force and Effect. Except as otherwise expressly provided in this Amendment No. 1, all of the terms and conditions of the Authority Regulatory Agreement shall remain in full force and effect. 5. Attorney's Fees. In the event of any action between the parties hereto seeking enforcement of any of the terms and conditions to this Amendment No. 1, the prevailing party in such action shall be awarded its reasonable costs and expenses, including without limitation its expert witness fees and reasonable attorney's fees. 6. Interpretation. This Amendment No. 1 shall be construed according to its fair meaning and as if prepared by all of the parties hereto. 7. Governing Law. This Amendment No. 1 shall be governed by the internal laws of the State of California and any question arising hereunder shall be construed or determined according to such law. The Superior Court of the State of California in and for the County of San Diego, or such other appropriate court in such county, shall have exclusive jurisdiction of any litigation between the parties concerning this Amendment No. 1. 8. Time of Essence. Time is of the essence of this Amendment No. 1 and of each and every term and provision hereof. 9. Counterparts. This Amendment No. 1 may be executed in counterparts, each of which, when this Amendment No. 1 has been signed by all the parties hereto, shall be deemed an original, and such counterparts shall constitute one and the same instrument. 882/012782-0029 15720032.3 al 1/09/20 10 of 23 -3-
November 17, 2020, Item #6IN WITNESS WHEREOF, Authority and Developer each hereby represents that it has read this Amendment No. 1, understands it, and hereby executes this Amendment No. 1 to be effective as of the day and year first written above. "AUTHORITY" CITY OF POWAY HOUSING AUTHORITY, a public body, corporate and politic By:----------------Chris Hazeltine, Executive Director APPROVED AS TO FORM: RUTAN & TUCKER, LLP Alan Fenstermacher, Authority Special Counsel "DEVELOPER" POWAY COMMONS AFFORDABLE CIC, LP, a California limited partnership By: Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation Its: Managing General Partner By: ___________ _ Robert W. Laing, President/Executive Director By: CIC Poway Commons Affordable, LLC, a California limited liability company Its: Administrative General Partner By: Chelsea Investment Corporation, a California corporation, as Manager 882/012782-0029 15720032.3 al 1/09/20 11 of 23 By:----------Cheri Hoffman, President -4-
November 17, 2020, Item #6A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of _________ _ On , before me, -------------------------(insert name and title of the officer) Notary Public, personally appeared ___________________ , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _____________ _ (Seal) 882/012782-0029 1~~¥-2'31/09/20
November 17, 2020, Item #6A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of _________ _ On , before me, -------------------------(insert name and title of the officer) Notary Public, personally appeared ___________________ , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _____________ _ (Seal) 882/012782-0029 fj2~f"231/09/20
November 17, 2020, Item #6A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of _________ _ On , before me, -------------------------(insert name and title of the officer) Notary Public, personally appeared __________________ , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature _____________ _ (Seal) 882/012782-0029 1 ~2~¥-231/09/20
November 17, 2020, Item #6EXHIBIT "A" LEGAL DESCRIPTION That certain real property located at 13100 Poway Road in the City of Poway, County of San Diego, State of California, as follows: THAT PORTION OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 13, TOWNSHIP 14 SOUTH, RANGE 2 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF POWAY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO OFFICIAL PLAT THEREOF DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTHERLY LINE OF SAID SOUTHWEST QUARTER OF THE NORTHWEST QUARTER, DISTANT, THEREON SOUTH 89°08'30" EAST 332.00 FEET FROM THE SOUTHWEST CORNER THEREOF, SAID POINT BEING THE SOUTHEAST CORNER OF LAND CONVEYED TO JAMES ALBERT SILKWOOD AND WIFE, BY DEED RECORDED IN BOOK 5316, PAGE 83 OF OFFICIAL RECORDS; THENCE CONTINUING SOUTH 89°08'30" EAST 281.00 FEET; THENCE PARALLEL WITH THE WEST LINE OF SAID NORTHWEST QUARTER NORTH 01 °26'10" EAST 50 FEET TO THE NORTH LINE OF THE SOUTH 50 FEET OF SAID NORTHWEST QUARTER BEING THE TRUE POINT OF BEGINNING; THENCE ALONG SAID LINE SOUTH 89°08'30" EAST 176.48 FEET TO A TANGENT 20 FOOT RADIUS CURVE, CONCAVE NORTHWESTERLY IN THE WESTERLY LINE OF TARASCAN DRIVE AS SHOWN ON HERITAGE HILLS ACCORDING TO MAP NO. 5934 FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY; THENCE ALONG THE BOUNDARY LINE OF SAID MAP NO. 5934, NORTHEASTERLY ALONG SAID CURVE 31.17 FEET; THENCE TANGENT TO SAID CURVE NORTH 1°33'47" EAST 320.27 FEET; THENCE NORTH 89°08'30" WEST 68 FEET; THENCE LEAVING SAID BOUNDARY NORTH 89°08'30" WEST 129 FEET TO A LINE WHICH BEARS NORTH 01 °26'1 O" EAST PARALLEL WITH SAID WEST LINE FROM THE TRUE POINT OF BEGINNING; THENCE SOUTH 01 °26'10" WEST 340.02 FEET TO THE TRUE POINT OF BEGINNING. APN: 317-101-06 882/012782-0029 15720032.3 al 1/09/20 15 of 23
November 17, 2020, Item #6882/012782-0029 15720032.3 al 1/09/20 16 of 23 EXHIBIT "B" [See following document]
November 17, 2020, Item #6Size One bedroom Two bedrooms 882/012782-0029 15720032.3 al 1/09/20 17 of 23 EXHIBIT F Restricted Unit Matrix No. of Affordable Units 11 3 Manager Unit 1
November 17, 2020, Item #6882/012782-0029 15720032.3 al 1/09/20 18 of 23 EXHIBIT 2 FORM OF AMENDED AND RESTATED NOTICE OF AFFORDABILITY RESTRICTIONS Exhibit 2
November 17, 2020, Item #6RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Poway Housing Authority 13325 Civic Center Drive Poway, CA 92064 Attn: Cit Clerk Exempt From Recording Fee Pursuant to Government Code § 27383 AMENDED AND RESTATED NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY Important notice to owners, purchasers, tenants, lenders, brokers, escrow and title companies, and other persons, regarding affordable housing restrictions on the real property described in this Notice: Affordable housing restrictions have been recorded with respect to the property described below (referred to in this Notice as the "Property") which require that the Property be developed as an affordable rental housing development and that fourteen (14) of the units be rented to and occupied by persons and households of limited income at affordable rents. Title of Document Containing Affordable Housing Restrictions: Affordable Housing Regulatory Agreement, recorded on April 30, 2020, as Instrument No. 2020-0221513 ("Original Agreement") as amended by Amendment No. 1 to Affordable Housing Regulatory Agreement ("First Amendment"). The Original Agreement, as modified by the First Amendment, is hereinafter referred to as the "Agreement". Parties to Agreement: Poway Commons Affordable CIC, LP, a California limited partnership ("Developer"), and the City of Poway Housing Authority, a public body, corporate and politic ("Authority"). The First Amendment is recorded concurrently with this Notice, in the Official Records of San Diego County. Legal Description of Property: See Exhibit "A" attached hereto and incorporated herein by this reference. 882/012782-0029 15720032.3 al 1/09/20 19 of 23 -1-
November 17, 2020, Item #6Property Location: Located in the City of Poway, County of San Diego, State of California. Assessor's Parcel Numbers of Property: 317-101-06. Summary of Agreement: o The Agreement requires Developer to develop a forty-four (44) unit senior affordable rental Project on the Property; o The Agreement restricts the rental of fourteen (14) units to households whose annual income does not exceed 60% of the area median income for San Diego County, adjusted for household size, all as established by HUD, and as published periodically by HCD. o The Agreement restricts the rents that may be charged to such households to the maximum amount of rent, including a reasonable utility allowance, that does not exceed the rent permitted to be charged to the household, determined pursuant to Health and Safety Code Section 50053(b ). o The Agreement shall remain in effect, in perpetuity. This Notice does not contain a full description of the details of all of the terms and conditions of the Agreement. You will need to obtain and read the Agreement to fully understand the restrictions and requirements which apply to the Property. This Notice is being recorded and filed in compliance with Health and Safety Code Section 33334.3(f)(3) and (4 ), and shall be indexed against Developer, who will own fee title to the Property, and Authority. 882/012782-0029 15720032.3 al 1/09/20 20 of 23 [signature on next page] -2-
November 17, 2020, Item #6Date: , 2020 -------882/012782-0029 15720032.3 al 1/09/20 21 of 23 "Authority" CITY OF POWAY HOUSING AUTHORITY, a public body, corporate and politic By: _________ _ Chris Hazeltine, Executive Director -3-
November 17, 2020, Item #6A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of _________ _ On , before me, -------------------------(insert name and title of the officer) Notary Public, personally appeared ___________________ , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature ____ _ (Seal)
November 17, 2020, Item #6EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY That certain real property located at 13100 Poway Road in the City of Poway, County of San Diego, State of California, as follows: THAT PORTION OF THE SOUTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 13, TOWNSHIP 14 SOUTH, RANGE 2 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF POWAY, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO OFFICIAL PLAT THEREOF DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTHERLY LINE OF SAID SOUTHWEST QUARTER OF THE NORTHWEST QUARTER, DISTANT, THEREON SOUTH 89°08'30" EAST 332.00 FEET FROM THE SOUTHWEST CORNER THEREOF, SAID POINT BEING THE SOUTHEAST CORNER OF LAND CONVEYED TO JAMES ALBERT SILKWOOD AND WIFE, BY DEED RECORDED IN BOOK 5316, PAGE 83 OF OFFICIAL RECORDS; THENCE CONTINUING SOUTH 89°08'30" EAST 281.00 FEET; THENCE PARALLEL WITH THE WEST LINE OF SAID NORTHWEST QUARTER NORTH 01°26'10" EAST 50 FEET TO THE NORTH LINE OF THE SOUTH 50 FEET OF SAID NORTHWEST QUARTER BEING THE TRUE POINT OF BEGINNING; THENCE ALONG SAID LINE SOUTH 89°08'30" EAST 176.48 FEET TO A TANGENT 20 FOOT RADIUS CURVE, CONCAVE NORTHWESTERLY IN THE WESTERLY LINE OF TARASCAN DRIVE AS SHOWN ON HERITAGE HILLS ACCORDING TO MAP NO. 5934 FILED IN THE OFFICE OF THE COUNTY. RECORDER OF SAN DIEGO COUNTY; THENCE ALONG THE BOUNDARY LINE OF SAID MAP NO. 5934, NORTHEASTERLY ALONG SAID CURVE 31.17 FEET; THENCE TANGENT TO SAID CURVE NORTH 1 °33'47" EAST 320.27 FEET; THENCE NORTH 89°08'30" WEST 68 FEET; THENCE LEAVING SAID BOUNDARY NORTH 89°08'30" WEST 129 FEET TO A LINE WHICH BEARS NORTH 01 °26'10" EAST PARALLEL WITH SAID WEST LINE FROM THE TRUE POINT OF BEGINNING; THENCE SOUTH 01 °26'1 O" WEST 340.02 FEET TO THE TRUE POINT OF BEGINNING. APN: 317-101-06 882/0 l 2782-0029 15720032.3 al l/09/20 23 of 23