First Amendment to Land Disposition Developement and Loan Agreement 2017-0309816 DOC#
Cp #p 2017-0309816
RECORDING REQUEST BY ) IIII°INIIIIIIMSSllllIIIIIJllllllliIIII III!IIlllll°IlllmIIIl
Jul 10 2017 12:03 PM
CITY OF POWAY ) OFFICIAL RECORDS
) Ernest J. Dronenburg, Jr.,
WHEN RECORDED MAIL TO: ) SAN DIEGO COUNTY RECORDER
) FEES $4200
CITY CLERK )
CITY OF POWAY ) PAGES 10
PO BOX 789 )
POWAY CA 92074-0789 )
)
(This space for Recorders Use)
FIRST AMENDMENT TO LAND DISPOSITION DEVELOPMENT AND LOAN AGREEMENT
BETWEEN
POWAY HOUSING AUTHORITY
AND
VILLA DE VIDA POWAY L.P
Dated as of June 20 2017
FIRST AMENDMENT TO LAND DISPOSITION. DEVELOPMENT
AND LOAN AGREEMENT
(Villa De Vida Poway)
This First Amendment to Land Disposition, Development and Loan Agreement (the 'First
Amendment") is entered into as of June 20, 2017 by and among the Poway Housing Authority a
public body corporate and politic (the Authority'). and Villa de Vida Poway L.P a California
limited partnership (the 'Developer") with reference to the following facts:
RECITALS
A. Capitalized terms used in this First Amendment, but not defined, shall have the meaning set
forth in the Land Disposition. Development and Loan Agreement.
13. The Authority and the Developer entered into that certain Land Disposition, Development
and Loan Agreement dated as of October 4, 2016 (the 'Original DDA '). incorporated herein
by this reference; a memorandum of which will be recorded in the Official Records of the
County of San Diego at Close of Escrow against the Property described in Attachment A.
incorporated herein by this reference.
C. The Original DDA currently provides that the Authority will make a loan in an amount not to
exceed Two Million Six Hundred Thousand Dollars ($2,600,000) (the Authority Loan '),
consisting of the Acquisition Component of Two Million One Hundred Thousand Dollars
($2,100,000) to be used to pay the purchase price for the acquisition of the Property the
Construction Component of Four Hundred Fifty Thousand Dollars ($450,000) and
Completion Component of Fifty Thousand Dollars ($50,000)to be used to pay for
construction of the Development.
D The Parties desire to amend the Original DDA to increase the amount of the Authority Loan
and the Acquistion Component to reflect an increase in the purchase price for the Property, to
reflect the fair market value as determined pursuant to a third party appraisal. Specifically
the parties have agreed that the Purchase Price (and Acquistion Component of the Authority
Loan) for the property will be increased from Two Million One Hundred Thousand Dollars
($2.100,000) to Two Million Seven Hundred Thousand Dollars ($2,700.000) and that the
amount of the Authority Loan is to be increased from Two Million Six Hundred Thousand
Dollars ($2,600.000) to Three Million Two Hundred Thousand Dollars ($3,200.000), to
reflect the increased Purchase Price.
13. The purpose of this Amendment, authorized under Section 10.18 of the Original DDA, is to
revise the Purchase Price for the Property adjust the amount of the Authority Loan and
Acquisition Component to address the increase in the fair market value of the Property and
to make necessary conforming amendments.
NOW THEREFORE, the Authority and the Developer agree as follows:
1
AMENDMENTS TO ORIGINAL DDA
Section I Amendment to Section 1.1(1). Section 11(1)of the Original DDA is
hereby deleted in its entirety and replaced and amended as follows:
'(cc) Authority Loan shall mean the loan in an amount not to exceed Three
Million Two Hundred Thousand Dollars (S3.200.000) made from the Authority to the
Developer pursuant to the terms of this Agreement.
Section 2. Amendment to Section 1.1(111). Section I I(jjj)of the Original DDA is
hereby deleted in its entirety and replaced and amended as follows:
'(vvv) 'Purchase Price' means the Two Million Seven Hundred Thousand
Dollars ($2,700,000) purchase price to be paid for the acquisition of the Property
Section 3 Amendment to Section 2.4(a). Section 2.4(a)of the Original DDA is
hereby deleted in its entirety and replaced and amended as follows:
'(a) The Authority has approved the Financing Proposal attached to this
Amendment as Attachment B. incorporated herein by this reference.
Section 4 Amendment to Section 3.2. Section 3.2 of the Original DDA is hereby
deleted in its entirety and replaced and amended as follows:
'The purchase price for the Property is Two Million Seven Hundred Thousand Dollars
($2,700,000). to be paid to the Authority by the Developer at the Close of Escrow
Section 5 Amendment to Section 4.1 Section 4 I of the Original DDA is hereby
deleted in its entirety and replaced and amended as follows:
-Subject to the terms and conditions set forth in the Authority Documents, the Authority
hereby agrees to make a loan to the Developer of up to Three Million Two Hundred
Thousand Dollars ($3.200,000). The Developer's obligation to pay the Authority Loan
shall be evidenced by the Authority Promissory Note.
Section 6 Amendment to Subsection 4.6(a). Section 4.6(a) of the Original DDA is
hereby deleted in its entirety and replaced and amended as follows:
'(a) The disbursements made pursuant to this Section may not exceed the amount of
the Authority Loan. The Authority shall disburse the Authority Loan into Escrow in
three components: (I)an Acquisition Component' in the amount of Two Million Seven
Hundred Thousand Dollars ($2.700.000): (2)a 'Construction Component' in the amount
of Four Hundred Fifty Thousand ($450,000): and (3) a 'Completion Component' in the
amount of Fifty Thousand Dollars ($50.000). The division of the Authority Loan
between the Acquisition Component, the Construction Component and the Completion
Component may be readjusted by the Authority Executive Director on behalf of the
2
Authority without the need for formal amendment of this Agreement. The Authority will
disburse the Acquisition Component subject to the conditions precedent set forth in
subsection (b) below the Construction Component subject to the conditions set forth in
subsection (c) below(but in no event before the Construction Closing), and the
Completion Component at Permanent Closing subject to the conditions precedent set
forth in subsection (d) below
Section 7 Amendment to Exhibit F. Form of Authority Promissory Note. The Form
of Authority Promissory Note attached to the Original DDA as Exhibit F, is hereby replaced with
the Form of Authority Promissory Note attached to this Amendment as Attachment C
incorporated herein by this reference.
Section 8. Amendment to Exhibit G. Form of Authority Deed of Trust. The Form of
Authority Deed of Trust attached to the Original DDA as Exhibit G. is hereby replaced with the
Form of Authority Deed of Trust attached to this Amendment as Attachment D incorporated
herein by this reference.
Section 9 No Other Changes to the Agreement. Except as expressly modified by
this First Amendment, all other provisions of the Original DDA remain unmodified and continue
in full force and effect.
Section 10 Conflicts with the Agreement. In the event of any conflict between this
First Amendment and the Original DDA, the provisions of this First Amendment shall prevail.
Section I I Effective Date. This First Amendment shall be effective on the date first
set forth above.
Section 12. Successors and Assigns. This First Amendment shall be binding on and
inure to the benefit of the legal representatives, heirs, successors and assigns of the parties.
Section 13 California Law This First Amendment shall be governed by and
construed in accordance with the laws of the State of California.
Section 14 Counterparts; Multiple Originals. This First Amendment may be executed
in multiple originals, each of which is deemed to be an original, and may be signed in
counterparts.
Section 15 Recordation. This First Amendment shall be recorded against the
Developer's interest in the Property described in the attached Exhibit A. at the Close of Escrow
3
IN WITNESS WHEREOF, the Authority and the Developer have executed this
Agreement in triplicate on or as of the date first above written.
DEVELOPER.
VILLA DE VIDA POWAY, L.P., a California Limited
Partnership
By Mercy Housing Calwest, a California nonprofit public
benefit corporation, its m aging general partner
By.
Ed Holder ice President
Date: 6/ a. Cf)-7
By Villa de Vida, Inc. a California nonprofit public
benefit corporation, its co-general partner
By / ---
Edward B Merchant, Chairman of the Board
Date: j /Z Z1/
NOTE. Section 3.6 requires the initials of the Developer
AUTHORITY
POWAY HOUSING AUTHORITY, a public body
corporate and politic
By.
Tina White. Executive Director
APPROVED AS TO FORM.
GOLDFARB & LIPMAN LLP
Authority Special Counsel
By
Rafael Yaquian
4
California All-Purpose Acknowledgment CIVIL CODE § 1189
A 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 SAN DIEGO
On June 22, 2017 before me, Carol S. Legg, Notary Public, personally appeared Tina
White, who proved to me on the basis of satisfactory evidence to be the person{s}whose
names) is/ace subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/1:heiF authorized capacity(ies), and that by his/her/their
signatures)on the instrument the person(s), or the entity upon behalf of which the persons)
acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
CAROL S.LEGG
648.V.,,, Commission i 2105416 n
,; '- 2�. Notary Oleg aunty �Vn . _ �. 0
�'r'ri/ San Diego Courcy `-«�"-C t6 BBTT ��Jy
Mi comm. Tres r 28,2019` Carol S. Legg, Not ry Public
OPTIONAL
Title or type of document: First Amendment to Land Disposition Development and Loan
Agreement (Villa De Vida). APN 317 152-14-00
Document Date: June 20, 2017
Number of Pages: Four plus Attachment A
Signers Other Than Named Above• Ed Holder VP of Villa de Vida and Edward Merchant,
Chairman of the Board for Villa de Vida (neither had signed yet at the time Tina White signed)
A notary public or other officer completing this certificate verifies only the
identity of the individual who signed the document to which this certificateis
attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
COUNTY OF LO5 Ancie e5
On (0 12(0 II i before me, Evi kcl T t/t((ab(avico ,Notary Public,
personally appeared Ed Rut dpR , who proved to me on the
basis of satisfactory evidence to be the person(s) whose names) 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(e) on the instrument the person(s), or
the entity upon behalf of which the person(&) acted, executed the instrument.
I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
ERIKA J.VILLABLANCA �` V B(1Y ,./.
1 A,`?1. Commission IP 2077247 Name: ;, V,llahlw 1r�}
&:11 Notary Public California =
"1s'1+/ Los Angeles County Name: Notary Public
Comm. 1rss Se 4 2018
A 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 CALIFORNIAN )
COUNTY OF LOS {fin)e I cS )
On 62/22 /2017before me, ub4 moil t]ue A , Notary Public,
personally appeared1 taq✓fYleIrhp who proved to me on the
basis of satisfactory evidence to be the person(j(j whose name q sub 'bed to the within
instrument and acknowledged to me to t e sae/ ey execute the same .0 ber/ it
authorized capacity{,i'es), and that b at r/t 1 signaturefS) on the instrument the person`), or
the entity upon behalf of which the person ) acted, executed the instrument.
I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
illi/
' ,- RUBY MARIDUENA I _�r���
Commission z 2t43Bni z Na,/'en� t3 .•..=/r • / enq
'—` ��"� •'y- Notary Public California
.+L.i'4 z
Los Angles County n N e: otary Ic c
M Comm.Expires Feb 22,2020
5
IN WITNESS WHEREOF the Authority and the Developer have executed this
Agreement in triplicate on or as of the date first above written.
DEVELOPER.
VILLA DE VIDA POWAY L.P a California Limited
Partnership
By Mercy Housing Calwest, a California nonprofit public
benefit corporation. its managing general partner
13v
Ed Holder Vice President
Date.
By Villa de Vida, Inc. a California nonprofit public
benefit corporation, its co-general partner
By
Edward B. Merchant. Chairman of the Board
Date
NOTE Section 3.6 requires the initials of the Developer
AU'I'110RITV
POWAY HOUSING AUTHORITY a public body
corporate and politic
13y
Tina White. Executive Director
APPROVED AS TO FORM
GOLDFARB & LIPMAN LLP
Authority Special Counsel
13v
�� , I
•,
Ran Yt�1
4
ATTACHMENT A
LEGAL DESCRIPTION
The land is situated in the State of California. County of San Diego. City of Poway and is
described as follows:
PARCEL 1.
THAT PORTION OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 23, TOWNSHIP
14 SOUTH, RANGE 2 WEST SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF DESCRIBED AS FOLLOWS.
BEGINNING AT A POINT ON THE NORTH UNE OF SAID SECTION 14 DISTANT ALONG SAID NORTH LINE
NORTH 89° 00' 00' WEST 3955.50 FEET FROM THE NORTHEAST CORNER OF SAID SECTION 23, BEING A
POINT IN THE CENTER LINE OF HIGHWAY COMMISSION ROUTE 3, DIVISION 2, BEING ALSO A POINT IN THE
EASTERLY LINE OF THE LAND DESCRIBED IN DEED TO THE COUNTY OF SAN DIEGO, RECORDED OCTOBER
13, 1923, IN BOOK SOD, PAGE 231 OF DEEDS, RECORDS OF SAN DIEGO COUNTY' THENCE ALONG THE
EASTERLY SOUTHERLY AND WESTERLY LINE OF SAID LAND AS FOLLOWS. ALONG THE CENTER LINE OF
SAID ROUTE 3, DIVISION 2, SOUTH 00° 40' 00' WEST 146.07 FEET TO THE SOUTHEAST CORNER; SOUTH
85° 22' 00'WEST 420.00 FEET TO THE SOUTHWEST CORNER OF SAID LAND AND NORTH 00°40' 00' FAST
188.00 FEET TO THE NORTHERLY LINE OF SAID SECTION 23; THENCE ALONG SAID NORTHERLY UNE SOUTH
89°00' 00'EAST TO THE TRUE POINT OF BEGINNING.
PARCEL 2:
THAT PORTION OF THE SOUTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 14, TOWNSHIP
14 SOUTH, RANGE 2 WEST SAN BERNARDINO MERIDIAN, IN THE COUNTY OF SAN DIEGO, STATE OF
CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF DESCRIBED AS FOLLOWS.
BEGINNING AT A POINT ON THE SOUTH LINE OF SAID SECTION 14 DISTANT ALONG SAID SOUTH LINE
NORTH 89° 00' 00' WEST 3955.50 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION 14 TO THE
CENTER LINE OF THE HIGHWAY COMMISSION ROUTE 3, DMSION 2; THENCE ALONG SAID CENTER LINE
NORTH 00° 40' 00" FAST 212.30 FEET TO AN INTERSECTION WITH THE CENTER LINE OF THE ROAD TO
MIRAMAR, COUNTY ROAD NO. A-43, ROAD SURVEY 188, ACCORDING TO PLAT THEREOF ON FILE IN THE
OFFICE OF THE COUNTY ENGINEER OF SAN DIEGO COUNTY' THENCE ALONG SAID CENTER LINE LAST
MENTIONED SOUTH 85° 25' 00" EAST(ROS 3525) (DEED SOUTH 85° 22' 00" WEST) 420.00 FEET THENCE
SOUTH 00°40' 00" WEST 171.00 FEET TO THE SOUTH LINE OF SAID SECTION 14, THENCE EASTERLY ALONG
SAID SOUTH LINE TO THE TRUE POINT OF BEGINNING.
Assessors Parcel Number. 317-152-14-00
A-I