Res 11-012RESOLUTION NO. 11 - 2
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
POWAY, CALIFORNIA MAKING CERTAIN FINDINGS
RELATED TO A COOPERATION AGREEMENT BETWEEN
THE POWAY REDEVELOPMENT AGENCY AND THE
POWAY HOUSING AUTHORITY
WHEREAS, the City Council of the City of Poway (the "City Council ") adopted
the Redevelopment Plan for the Paguay Redevelopment Project Area (the "Project
Area ") on December 13, 1983 by Ordinance No. 117, as amended by Ordinance No.
415 on June 15, 1993, Ordinance No. 439 on December 13, 1994, Ordinance No.
593 on December 2, 2003, Ordinance No. 605 on August 17, 2004, Ordinance No.
611 on October 26, 2004, Ordinance No. 641 on July 18, 2006, and Ordinance No.
657 on June 12, 2007 (the "Redevelopment Plan "), which results in the allocation of
taxes from the Project Area to the Agency for purposes of redevelopment; and
WHEREAS, the intent of the Redevelopment Plan is, in part, to increase,
improve and preserve the community's supply of low and moderate income housing,
some of which may be located or implemented outside the Project Areas and to
expend tax increment to accomplish these goals and objectives in conformance with
the Redevelopment Plan; and
WHEREAS, the Poway Redevelopment Agency (the "Agency') has adopted
its Five -Year Implementation Plans for the Project Area, as amended from time to
time (the "Implementation Plans ") with established goals to support affordable
housing, economic development, community revitalization, commercial revitalization,
and institutional revitalization. To implement the programs and activities associated
with each goal, the Agency has made redevelopment fund commitments based on
estimated available tax increment revenue and debt financing structures; and
WHEREAS, Sections 33334.2 and 33334.3 of California's Community
Redevelopment Law [Health & Safety Code § §33000, et seq] (the "CRL ") require
the Agency to use 20 percent of taxes allocated to the Agency pursuant to Section
33670 of the CRL for the purpose of increasing, improving, and preserving the
community's supply of low and moderate income housing, and
WHEREAS, the Agency and the Poway Housing Authority (the "Authority ")
wish to cooperate with one another to carry out the Agency's low and moderate
income housing activities in accordance with the Redevelopment Plans and the
Implementation Plans; and
WHEREAS, pursuant to Sections 33220 and 33206 of the CRL certain public
bodies, including the Authority may aid and cooperate in the planning, undertaking,
construction, or operation of redevelopment projects; and
WHEREAS, the Agency and the Authority have prepared a Cooperation
Agreement (the "Agreement ") to provide for implementation of certain low and
moderate income housing projects set forth in the Schedule of Projects attached
thereto as Exhibit 1 (the "Projects "), and to make payments by the Agency to the
Authority in accordance with the Payment Schedule attached thereto as Exhibit 2
and as otherwise necessary to pay the Authority for the cost to the Authority of
performing its obligations thereunder, subject to all of the terms and conditions of the
Agreement; and
WHEREAS, the programs and activities associated with the Projects include,
but are not limited to, acquisition and disposition of property, development of design
criteria, design, planning, preparation of construction bid documents, financial
analysis, financing and new construction or rehabilitation, construction management,
mortgage assistance to qualifying households, subsidies to individuals and families,
asset management, project monitoring and administration of agreements; and
WHEREAS, expending low and moderate income housing funds in
accordance with Section 33334.2 of the CRL outside of the Project Area will benefit
the Project Area by, among other things, providing housing for low and moderate
income persons in the community who are employees of the businesses in the
Project Area; and
WHEREAS, it is in the best interests of the City of Poway and for the common
benefit of residents, employees, business tenants and property owners within the
Project Area and the City of Poway as a whole for the Projects to be developed and
constructed; and
WHEREAS, all other legal prerequisites to the adoption of this Resolution
have been satisfied.
NOW, THEREFORE, the City Council of the City of Poway does hereby
resolve as follows:
Section 1. The Council has received and heard all oral and written
objections (if any) to the proposed payments by the Agency to the Authority for the
Projects as described in the Agreement, and to other matters pertaining to this
transaction, and all such oral and written objections are hereby overruled.
Section 2. The City Council hereby finds and determines that the foregoing
recitals are true and correct.
Section 3. Based on the evidence in the record, the Council hereby finds
and determines, with respect to the use of low and moderate income housing funds
for the Projects that are located outside of the Project Area, that the use of such
funds will be of benefit to the Project Area in accordance with Section 33334.2 of the
CRL.
Section 4. This Resolution shall take effect immediately upon its adoption
PASSED, ADOPTED AND APPROVED by the City Council of the City of
Poway at a special meeting this 11th day of March 2011.
Don Higginson, Mayor
City of Poway
ATTEST:
A. Troyan, MMC
Resolution No. 11 -012
STATE OF CALIFORNIA )
)SS
COUNTY OF SAN DIEGO )
I, Linda A. Troyan, City Clerk, City of Poway, do hereby certify under penalty of
perjury that the foregoing Resolution No 11 -0 12 was duly adopted by the City Council
at a meeting of said City Council held on the 11th day of March, 2011, and that it was so
adopted by the following vote.
AYES. GROSCH, MULLIN, CUNNIGHAM, HIGGINSON
NOES: NONE
ABSENT: BOYACK
DISQUALIFIED: NONE
J, Kda fj! Troyan, MMC
City eferk
COOPERATION AGREEMENT
BETWEEN THE PO.WAY REDEVELOPMENT AGENCY AND
THE POWAY HOUSING AUTHORITY
FOR PAYMENT OF COSTS ASSOCIATED WITH CERTAIN REDEVELOPMENT
AGENCY FUNDED LOW AND MODERATE INCOME HOUSING PROJECTS
THIS COOPERATION AGREEMENT (this "Agreement ") is entered into this 11th
day of March, 2011, by and' between the POWAY HOUSING AUTHORITY, a public body,
corporate and politic (the "Authority ") and the POWAY REDEVELOPMENT AGENCY, a
public body, corporate and politic (the "Agency "), with reference to the following facts:
A. The City Council of the City of Poway (the "City Council ") adopted the Redevelopment
Plan for the Paguay Redevelopment Project Area (the "Project Area ") on December 13, 1983
by Ordinance No. 117, as amended by Ordinance No. 415 on June 15, 1993, Ordinance No. 439
on December 13, 1994, Ordinance No. 593 on December 2, 2003, Ordinance No. 605 on August
17, 2004, Ordinance No. 611 on October 26, 2004, Ordinance No. 641 on July 18, 2006, and
Ordinance No. 657 on June 12, 2007 (the "Redevelopment Plan "), which results in the
allocation of taxes from the Project Area to the Agency for purposes of redevelopment.
B. The intent of the Redevelopment Plan is, in part, to increase, improve and preserve the
community's supply of low and moderate income housing, some of which may be located or
implemented outside the Project Area, and to expend tax increment to accomplish these goals
and objectives in conformity with the Redevelopment Plan.
C. The Agency has adopted its Five -Year Implementation Plans for the Project Area, as
amended from time to time (collectively, the "Implementation Plans ") with established goals to
support, affordable housing, economic development, community revitalization, commercial
revitalization, and institutional revitalization. To implement the programs and activities
associated with each goal, the Agency has made redevelopment fund commitments and budget
allocations based on estimated available tax increment revenue and debt financing structures.
D. Sections 33334.2 and 33334.3 of California's Community Redevelopment Law [Health
& Safety Code § §33000, et seq.] (the "CRL ") require the Agency to use 20 percent of taxes
allocated to the Agency pursuant to Section 33670 of the CRL for the purpose of increasing,
improving, and preserving the community's supply of low and moderate income housing.
E. Pursuant to Sections 33220 and 33206 of the California Community Redevelopment Law
(Health and Safety Code Section 33000 et seq.) (the "CRL "), the Authority may aid and
cooperate in the planning, undertaking, construction, or operation of low and moderate income
housing in the community.
F. To carry out the Agency's low and moderate income housing program in accordance with
the objectives and purposes of the Redevelopment Plan for the Project Area and the
Implementation Plans,_ the Agency desires assistance and cooperation in the implementation and
Cooperation Agreement
Between the Poway Redevelopment Agency and the Poway Housing Authority
Page 1
completion of the low and moderate income housing projects and programs listed in the attached
Exhibit 1 , which are incorporated herein by this reference (the "Projects ").
G. The programs and activities associated with the Projects include but are not limited to
acquisition and disposition of property, development of design criteria, design, planning,
preparation of construction bid documents, financial analysis, financing and new construction or
rehabilitation, construction management, mortgage assistance to qualifying households, subsidies
to individuals and families, asset management, project monitoring and administration of
agreements. To carry out the Projects in accordance with the objectives and purposes of the
Redevelopment Plan for the Project Area and the Implementation Plans, the Agency desires
assistance and cooperation in the implementation and completion of the Projects. The Authority
agrees to aid the Agency and cooperate with the Agency to expeditiously implement the Projects
in accordance with the Redevelopment Plan and the Implementation Plans and undertake and
complete all actions necessary or appropriate to ensure that the objectives of the Redevelopment
Plan and the Implementation Plans are fulfilled within the time effectiveness of the Project Area.
H. In considering the Agency's desire to ensure timely implementation and completion of
the Projects, the Agency wishes to enter into this Agreement with the Authority for the pledge of
net available housing funds to finance the Projects. The purpose of this Agreement is to facilitate
the implementation of the Projects and to provide funding necessary to effectuate the completion
of the Projects with net available housing funds in this current fiscal year and forthcoming fiscal
years.
I. Net available housing funds is defined as that portion of the tax increment allocated to the
Agency or any lawful successor of the Agency and/or to any of the powers and rights of the
Agency pursuant to any applicable constitutional provision, statute or other provision of law now
existing or adopted in the future, that is set aside by the Agency pursuant to Sections 33334.2
and 33334.3 or any other law or regulation that may be enacted in the future requiring a set aside
of tax increment for the purpose of increasing, improving, and preserving the community's
supply of low and moderate income housing, net of existing debt service payments and existing
contractual obligations payable from such housing set aside. The pledge of net available housing
funds will constitute obligations of the Agency to make payments authorized and incurred
pursuant to Section 33334.2 and other applicable statutes. The obligations set forth in this
Agreement will be contractual obligations that, if breached, will subject the Agency to damages
and other liabilities or remedies.
J. The City Council and the Agency by resolution have each found that the use of the
Agency's net available housing funds for the Projects that are located outside of the Project
Areas is in accordance with Section 33334.2 of the CRL because the use of such funds will be of
benefit to the Project Areas.
K. By approving and entering into this Agreement, the Agency has approved the pledge of
net available housing funds from the Project Area to pay for the Projects.
L. The obligations of the Agency under this Agreement shall constitute an indebtedness of
the Agency for the purpose of carrying out the Redevelopment Plan for the Project Area.
Cooperation Agreement
Between the Poway Redevelopment Agency and the Poway Housing Authority
Page 2
NOW, THEREFORE, the parties hereto do mutually agree as follows:
I. INTRODUCTORY PROVISIONS
The recitals above are an integral part of this Agreement and set forth the intentions of
the parties and the premises on which the parties have decided to enter into this Agreement.
H. AGENCY'S OBLIGATIONS
1. The Projects are those projects which are listed on the attached Exhibit 1 . The
Agency agrees to pay to the Authority an amount equal to the cost to the Authority to carry out
the Projects, including without limitation all costs incurred by the Authority for the acquisition
and disposition of property, development of design criteria, design, planning, preparation of
construction bid documents, financial analysis, financing and new construction or rehabilitation,
construction management, asset management, mortgage assistance to qualifying households,
subsidies to individuals and families, project monitoring and administration of agreements and
the Authority's administrative costs in carrying out the Projects, including the Authority's
overhead, payroll and benefits, insurance, supplies, telephone, copying, fixtures, furniture,
equipment, legal, accounting and other professional fees and costs, and other reasonable,
customary and lawful administrative expense of the .Authority related to carrying out the Projects
in amounts that are not disproportionate to the amount actually spent for the costs of carrying out
the Projects. The Agency's obligations under this .Agreement, including without limitation the
Agency's obligation to make the payments to the Authority required by this Agreement, shall
constitute an indebtedness of the Agency for the purpose of carrying out the redevelopment of
the Project Area and are obligations to make payments authorized and incurred pursuant to
Sections 33445 of the CRL and other applicable statutes. The obligations of the Agency set forth
in this Agreement are contractual obligations that, if breached, will subject the Agency to
damages and other liabilities or remedies.
2. The obligations of Agency under this Agreement shall be payable out of net
available housing funds, as defined in the above recitals and /or as defined or provided for in any
applicable constitutional provision, statute or other provision of law now existing or adopted in
the future, levied by or for the benefit of taxing agencies in the Project Area, and allocated to the
Agency and/or any lawful successor entity of the Agency and /or any entity established by law to
carry out the Redevelopment Plan for the Project Area and /or expend tax increment or pay
indebtedness of the Agency to be repaid with tax increment, pursuant to Section 33670 of the
CRL or any applicable constitutional provision, statute or other provision of law now existing or
adopted in the future, in amounts not less than those set forth in the Payment Schedule attached
hereto as Exhibit 2 and incorporated herein by this reference. In the event that additional funds
are required in order to make the Agency payments to the Authority required by this Agreement,
the Agency shall make such payments from income received by the Agency from its projects and
programs or any other additional funds available to it.
3. The indebtedness of Agency under this Agreement shall be subordinate to the
rights of the holder or holders of any existing bonds, notes or other instruments of indebtedness
Cooperation Agreement
Between the Poway Redevelopment Agency and the Poway Housing Authority
Page 3
(all referred to herein as "indebtedness ") of the Agency incurred or issued to finance the Project
Area, including without limitation any pledge of tax increment revenues from the Project Area to
pay any portion of the principal (and otherwise comply with the obligations and covenants) of
any bond or bonds issued or sold by the Agency with respect to the Project Area.
4. All payments due to be made by the Agency to the Authority under this
Agreement shall be made by the Agency in accordance with the schedule set forth in Exhibit 2
and as otherwise necessary to reimburse the Authority for the cost to the Authority of performing
its obligations hereunder. The Authority shall provide the Agency with an annual report
accompanied by evidence reasonably satisfactory to the Agency's Executive Director that the
Authority has progressed in the development and construction of the Project for which payment
is made by the Agency commensurate with such payments and has incurred costs or obligations
to make payments equal to or greater than such amount. The Agency shall make the payments to
the Authority required under this Agreement on or before the first day of each Fiscal Year
beginning with the Fiscal Year immediately following the date of this Agreement.
Notwithstanding the foregoing, the Agency may at any time and from time to time prepay to the
Authority all or any portion of the payments required under this Agreement prior to the due date
of such payments.
III. AUTHORITY'S OBLIGATIONS
1. The Authority shall accept any funds offered by the Agency pursuant to this
Agreement and shall devote those funds to completion of the Projects by (i) reimbursing. the
Authority or using such funds to make Authority expenditures to perform the work required to
carry out and complete the Projects; (ii) utilizing such funds to pay debt service on bonds or
other indebtedness or obligations that the Authority has or will incur for such purposes; and/or
(iii) paying such funds into a special fund of the Authority to be held and expended only for the
purpose of satisfying the obligations of the Authority hereunder.
2. It is the responsibility of the Authority to pay all development and construction
costs in connection with the Projects from funds paid to the Authority by the Agency under this
Agreement.
3. The Authority shall perform its obligations hereunder in accordance with the
applicable provisions of federal, state and local laws, including the obligation to comply with
environmental laws, including but not limited to the applicable requirements of the California
Environmental Quality Act, and shall timely complete the work required for each Project in
accordance with the Schedule of Performance included in Exhibit 1 and incorporated herein by
this reference.
IV. LIABILITY AND INDEMNIFICATION
In contemplation of the provisions of California Government Code section 895.2
imposing certain tort liability jointly upon public entities solely by reason of such entities being
parties to an agreement as defined by Government Code sectiont895, the parties hereto, as
between themselves, pursuant to the authorization contained in Government Code sections 895.4
Cooperation Agreement
Between the Poway Redevelopment Agency and the Poway Housing Authority
Page 4
and 895.6, shall each assume the full liability imposed upon it, or any of its officers, agents or
employees, by law for injury caused by negligent or wrongful acts or omissions occurring in the
performance of this Agreement to the same extent that such liability would be imposed in the
absence of Government Code section 895.2. To achieve the above - stated purpose, each party
indemnifies, defends and holds harmless the other party for any liability, losses, cost or expenses
that may be incurred by such other party solely by reason of Government Code section 895.2.
V. ENTIRE AGREEMENT; WAIVERS; AND AMENDMENTS
1. This Agreement shall be executed in duplicate originals, each of which is deemed
to be an original. This Agreement consists of six (6) pages, one (1) signature page and two (2)
Exhibits, which constitute the entire understanding and agreement of the parties.
2. This Agreement integrates all of the terms and conditions mentioned herein or
incidental hereto, and supersedes all negotiations or previous agreements between the parties
with respect to the subject matter of this Agreement.
3. This Agreement is intended solely for the benefit of the Authority and the
Agency. Notwithstanding any reference in this Agreement to persons or entities other than the
Authority and the Agency, there shall be no third party beneficiaries under this Agreement.
4. All waivers of the provisions of this Agreement and all amendments to this
Agreement must be in writing and signed by the authorized representatives of the parties.
VI. SEVERABILITY
If any term, provisions, covenant or condition of this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall
continue in full force and effect unless the rights and obligations of the parties have been
materially altered or abridged by such invalidation, voiding or unenforceability.
VII. DEFAULT
If either party fails to perform or adequately perform an obligation required by this
Agreement within thirty (30) calendar days of receiving written notice from the non - defaulting
party, the party failing to perform shall be in default hereunder. In the event of default, the non-
defaulting party will have all the rights and remedies available to it at law or in equity to enforce
the provisions of this contract, including without limitation the right to sue for damages for
breach of contract. The rights and remedies of the non - defaulting party enumerated in this
paragraph are cumulative and shall not limit the non - defaulting party's rights under any other
provision of this Agreement, or otherwise waive or deny any right or remedy, at law or in equity,
existing as of the date of the Agreement or hereinafter enacted or established, that may be
available to the non - defaulting party against the defaulting party. All notices of defaults shall
clearly indicate a notice of default under this Agreement.
Cooperation Agreement
Between the Poway Redevelopment Agency and the Poway Housing Authority
Page 5
VIII. BINDING ON SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of all successors and
assigns of the parties, whether by agreement or operation of law. This Agreement shall survive
any full or partial merger of the Authority and the Agency and shall remain separate obligations
of the Authority and the Agency and be fully enforceable according to its terms.
[Remainder of This Page Intentionally Left Blank]
[Signatures on Following Page]
Cooperation Agreement
Between the Poway Redevelopment Agency and the Poway Housing Authority
Page 6
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
set forth above.
POWAY HOUSING AUTHORITY,
a public body, corporate and politic
:
Penny
Attest:
i a Troyan, Authority Secretary
POWAY REDEVELOPMENT AGENCY,
a public body, corporqt6)rnd politic
am
B.
in Troyan, Agency Secretary
Approved as to form:
KANE, BALLMER & BERKMAN
Deborah L. Rhoads
Agency Special Counsel
Cooperation Agreement
Between the Poway Redevelopment Agency and the Poway Housing Authority
Page S -1
EXHIBIT 1
SCHEDULE OF PROJECTS
(Behind this Page
SCHEDULE OF PROJECTS - EXHIBIT "1"
Programs
Meadows
33 units - Affordable For Sale Housing
Project
Project Name
Description
Estimated Cost
Completed on
Poway
Resale Administration
Monte Vista
or Before
Administration
Compliance Monitoring, Loan Servicing, Loan Issuance,
$ 1,000,000
06/30/21
Compliance Monitoring and
Loan Servicing, Affordable Housing Development,
$ 8,009,056
06/30/16
Development
Compliance Monitoring
$ 1,000,000
06/30/26
Compliance Monitoring and
Loan Servicing, Affordable Housing Development,
$ 8,041,596
06/30/21
Development
Compliance Monitoring
$ 1,000,000
06/30/31
Compliance Monitoring and
Loan Servicing, Affordable Housing Development,
$ 9,550,894
06/30/26
Development
Compliance Monitoring
$ 1,000,000
06/30/37
Compliance Monitoring and
Loan Servicing, Affordable Housing Development,
$ 11,343,465
06/30/31
Development
Compliance Monitoring
$ 5,000,000
Compliance Monitoring and
Loan Servicing, Affordable Housing Development,
$ 16,456,382
06/30/37
Development
Compliance Monitoring
Subtotal Administration
$ 53,401,393
Programs
Meadows
33 units - Affordable For Sale Housing
$ 3,040,479
Supporting Home Ownership in
Compliance Monitoring, Loan Servicing, Loan Issuance,
$ 1,000,000
06/30/16
Poway
Resale Administration
Monte Vista
64 units -
Supporting Home Ownership in
Compliance Monitoring, Loan Servicing, Loan Issuance,
$ 1,000,000
06/30/21
Poway
Resale Administration
$ 9,376,349
06/30/16
Supporting Home Ownership in
Compliance Monitoring, Loan Servicing, Loan Issuance,
$ 1,000,000
06/30/26
Poway
Resale Administration
60 units - Affordable Rental Housing
$ 15,000,000
Supporting Home Ownership in
Compliance Monitoring, Loan Servicing, Loan Issuance,
$ 1,000,000
06/30/31
Poway
Resale Administration
Multi - Family Housing
60 units -
Supporting Home Ownership in
Compliance Monitoring, Loan Servicing, Loan Issuance,
$ 1,000,000
06/30/37
Poway
Resale Administration
$ 100,135,407
Subtotal Programs
$ 5,000,000
Multi - Family Rental Housing
Meadows
33 units - Affordable For Sale Housing
$ 3,040,479
06/30/16
Brighton
77 units -
Affordable Rental Housing
$ 4,596,242
06/30/16
Monte Vista
64 units -
Affordable Rental Housing
$ 11,948,000
06/30/16
County Property
44 units -
Affordable Rental Housing
$ 9,376,349
06/30/16
Town Center Senior Housing
60 units -
Affordable Rental Housing
$ 17,214,816
06/30/21
Multi - Family Housing
60 units - Affordable Rental Housing
$ 15,000,000
06/30/26
Multi - Family Housing
60 units -
Affordable Rental Housing
$ 18,000,000
06/30/31
Multi - Family Housing
60 units -
Affordable Rental Housing
$ 24,000,000
06/30/37
Subtotal Mulit - Family Rental
Housing
$ 100,135,407
For Sale Affordable Housing '
Meadows
33 units - Affordable For Sale Housing
$ 3,040,479
06/30/16
Twin Peaks
22 -units Affordable For Sale Housing
$ 3,802,732
06/30/21
Evanston
14- Affordable Rental Housing
$ 579,638
06/30/21
Park and Ride
16 - Affordable For Sale Housing
$ 4,881,690
06/30/21
Single Family or Multi - Family
75 units - Affordable For Sale Housing
$ 18,750,000
06/30/26
Housing
Single Family or Multi - Family
75 units - Affordable For Sale Housing
$ 22,500,000
06/30/31
Housing
Single Family or Multi - Family
75 units - Affordable For Sale Housing
$ 30,000,000
06/30/37
Housing
SCHEDULE OF PROJECTS - EXHIBIT "1"
Acquisition Rehabilitation Affordable Housing
Orange Gardens
52 units - Affordable Acquisition Rehabilitation
Project
Project Name
Description
Estimated Cost
Completed on
06/30/21
Multifamily Housing
75 units - Affordable Acquisition Rehabilitation
or Before
Subtotal For Sale Affordable
Multifamily Housing
$ 83,554,539
$ 30,000,000
Housing
Multifamily Housing
100 units - Affordable Acquisition Rehabilitation
$ 40,000,000
Acquisition Rehabilitation Affordable Housing
Orange Gardens
52 units - Affordable Acquisition Rehabilitation
$ 7,606,382
06/30/16
Multifamily Housing
75 units - Affordable Acquisition Rehabilitation
$ 18,750,000
06/30/21
Multifamily Housing
75 units - Affordable Acquisition Rehabilitation
$ 22,500,000
06/30/26
Multifamily Housing
75 units - Affordable Acquisition Rehabilitation
$ 30,000,000
06/30/31
Multifamily Housing
100 units - Affordable Acquisition Rehabilitation
$ 40,000,000
06/30/37
Subtotal Acquisition
Rehabilitation Affordable
Housing
$ 118,856,382
Total $ 360,947,721
EXHIBIT 2
PAYMENT SCHEDULE
[behind this page]
Exhibit "2"
PAYMENT SCHEDULE
Payment
16,335,217.00
Date
Payment Amount
1/31/2012
$ 6,575,879.65
1/31/2013
5, 528, 674.33
1/31/2032
5, 881, 523.33
1 /31/2015
— ------- 5,565,686.85
1 if, i
6,89
1/31/2017
8, 024, 555.67
1131 /2036
324,674.27
1/31/2019
7,680,709.20
--i[S—i/2&b---
- - - *--'-"--'--- '
1/31/2021
8,993,526.89
1/31/2022
9,692,848.99
1/31/2023
10,412,590.45
1/31/2024
_
11,195,391.65
1/31/2025
12,015,860.07
1/31/2026
11,262,111.07
- 1 4"', - 5 , --
1 /31 /2027
--- ---
'6" 3,68 9.91
1/31/2028
16,335,217.00
1/31/2029
17,413,592.89
1/31/2030
18,549,182.37
1/31/2031
19,744,725.15
1/31/2032
21 003,084.54
1/31/2033
22,327,252.89
1. ..
1 . /3 - 1 -i203 . 4
2 3 5 7 . 1 5
1/31/2035
25,185,664.69
1131 /2036
27,611 ,493.84
1/31/2037
14,172,242.93
Total
346,008.932.35