Second Redevelopment Agency Loan Modification Agreement 2010-0050954RECbROEO At -THE HEOUEST OF •
r CHICAGO'TIT'LE COMPANY
SU961VISI'ON •DEPT.
Recording requested by and
P When recorded mail to: Vv V
Poway Redevelopment Agency
13325 Civic Center Drive V
Poway, CA 92064
Attn: Executive Director
No fee for recordation pursuant to
Government Code Section 27383
DOC # 201070050954
11111111111111111111111111111111111111111111111111111111111111111 IN
FEB 01, 2010 8:00 AM
OFFICIAL RECORDS
SAN DIEGO COUNTY RECORDER'S OFFICE
DAVID L BUTLER COUNT'f RECORDER
FEES 000 'NAYS
PAGES: 22
-7 S o ro-7R-wib
SECOND REDEVELOPMENT AGENCY LOAN MODIFICATION AGREEMENT
(Oak Knoll Villas)
This Second Redevelopment Agency Loan Modification Agreement (the " Second
Modification Agreement ") is entered into as of October 20, 2009, by and between the Poway
Redevelopment Agency, a public body corporate and politic and Oak Knoll Housing Associates,
L.P., a California limited partnership (the 'Borrower ").
RECITALS
A. The Agency and the Borrower entered into that certain Agency Loan Agreement executed on
March 11, 2008 (the "Original Agency Loan Agreement "), pursuant to which the Agency
committed Seven Million Three Hundred Twentv -Nine Thousand.Dollars ($7,329,000) of
Agency Low and Moderate Income Housing Fund monies (the "Original Agency Loan ") in
connection with the acquisition of the property located at 12509 Oak Knoll Road, in the City
of Poway, County of San Diego, State of California, that is described in the attached Exhibit
A, incorporated herein by this reference, (the "Property ") and the rehabilitation of a fifty -two
(52) -unit multifamily rental housing development thereon (the "Development ").
B. The Original Agency Loan was evidenced by a promissory note (the "Original Agency
Note ") executed by the Borrower in favor of the Agency dated March 11, 2008, secured by a
Deed of Trust with. Assignment of Rents and Security Agreement (the "Original Agency
Deed of Trust ") dated March 11, 2008, and recorded against the Property on April 1, 2008; as
Instrument No. 2008- 0169320 in the Official Records of the Cotmty of San Diego (the
"Official Records ").
C. The Agency Loan is subject to the terms and conditions of a:Regulatory Agreement and
Declaration of Restrictive Covenants (the "Regulator), Agreement ") by and between the
Agency and the Borrower restricting the occupancy and rent levels of the Development dated
March 11. 2008 and recorded against the Property on April 1, 2008, as Instrument No. 2008-
0169321 in,the Official Records.
D. The Agency and the Borrower subsequently entered into that certain First Redevelopment
Agency Loan Modification Agreement dated as of April 21, 2009 (the "First Modification
Agreement'), which modified the Original Agency Loan Agreement. Original Agency Note.
1;;202\74;05 is r
6Q64-�
(�QHn
and'Original Agency Deed of Trust to increase the Original Agency Loan by a total of Six
Hundred Sixty -Two Thousand Dollars ($662,000) of Low and Moderate Income Housing
Fund monies, bringing the total loan amount to Seven Million Nine Hundred Ninety -One
Thousand Dollars ($7,991,000) in order to fund the fapade improvements required by the
City of Poway Design Review Committee pursuant to Development Review. Application 08-
04 and to close the equity gap for the Development caused by the fiscal crisis and scarcity in
tax credit investor equity for affordable housing developments receiving low - income housing
tax credits.
E. In connection with the execution of the First. Modification Agreement, the Original Agency
Note was cancelled, and the Developer executed a First Amended and Restated Agency Note
dated as of April 21, 2009 in the amount of Seven Million Nine Hundred Ninety -One
Thousand Dollars ($7,991,000). The Original Agency Loan Agreement and Original Agency
Deed of Trust, as modified by the First, Modilication Agreement, are referred to in this
Agreement as the Agency Loan Agreement and Agency Deed of Trust, respectively.
F. During the course of rehabilitation of the Development, the parties discovered additional
necessary rehabilitation work that was outside the approved Scope of Rehabilitation Work
attached as Exhibit C of the Original Agency Loan' Agreement and outside of the revised
Scope of Rehabilitation Work attached as Exhibit .D to the First Modification Agreement.
The cost of the additional work is estimated to be not more than two Hundred and Fifty -Two
Thousand Dollars ($252,000). The Agency desires that the additional rehabilitation work be
completed and the Borrower has agreed to perform the additional rehabilitation work
pursuant to the terms of the Agency Loan Agreement, as modified by this Second
Modification Agreement.
G. The Agency and the Borrower desire to further modify the Agency Loan Agreement and the
Agency Deed of Trust, and to execute a new promissory note, to reflect an increase in the
Agency Loan by an amount not to exceed Two Hundred and Fifty -Two Thousand Dollars
($252,000), bringing the total Agency Loan to Eight Million Two Hundred Forty -Three
Thousand Dollars ($8,243,000).
1 -I. Capitalized terms utilized in this Second Modification Agreement but not defined in this
Second Modification Agreement shall have the meanings set forth in the Agency Loan
Agreement.
NOW; THEREFORE, in consideration of the mutual benefits accruing to the parties
hereto and other valuable consideration, the receipt and sufficiency of which consideration are
hereby acknowledged, the Agency and the Borrower (referred to individually as the "Party" and
collectively as the "Parties ") agree as follows:
1. Amendment of Agency Loan Agreement. The Agency Loan Agreement is
hereby amended as follows:
(a) Recital C. Recital C of the Agency Loan Agreement is hereby deleted in
its entirety and replaced with the following:
i;;'row4iu5I I
d oc,
"The Agency desifes:to.provide financial assistance to Borrower for acquisition 60 6 5
and'rehabilitation "costs in the form of a loawfor a total amount hot to exceed Bight
Million Two,Hundred Forty; Three Thousand Dollars (_ 89 243,000)'(the "Loan "). The
Loan consists of,funds ,fromthe Agency's Redevelopment Low and Moderate Income
Housing Fund. The Agency and the City Council have made the necessary findings to
spend Agency Low and Moderate.lncome Housing Fund revenues outside of the Project
Area, as evidenced,'respectivel'y, by'Resolutions No. R -08 -05 and Resolution NO.08 -012
adopted on March 11, 2008."
(b) Approved: Development Budget. Section 1.1(d) of the Agency Loan
Agreement is hereby deleted in its entirety and replaced with the following:
" "Approved Development Budget" shall mean the proforma development budget
dated as of October:_20, 2009; including sources and-uses of funds,,as approved by the
Agency, attached to and iicorporated in the Second Modification Agreement as Exhibit
B, but which,may be amended with approval of the Agency as set forth in the
Agreement."
(c) Agency Loan Amount. Section 1.1(s) ofthe.Agency Loan Agreement is
hereby deleted in its entirety and replaced with the following:
" "Loan" shall mean the Agency loan to Borrower in the total principal amount not
to exceed Eight Million Two Hundred Forty -Three Thousand_ Dollars ($8.243,000)."
(d) Revised Schedule of Performance: Section LI (aa) of the Agency Loan
Agreement is hereby deleted in its entirety and replaced with ,the.following:
" "Schedule of Performance" shall mean the scliedulcof dates certain by which
performance of work under the.Revised Approved Scope of Rehabilitation Work must be
completed, attached to and incorporated in the First Modification Agreement as Exhibit
C, but which may be amended with.approval of the,Agencyas set torlh_in the Agreement.
Notwithstanding the above,, the. Revised Scope of Rehabilitation Work, as-further
described in the Second Modification Agreement as'ExhibitC. shall be completed no later
than November 30. 2009. "
(e). Revised Scope of Rehabilitation Work. Section 1.1(dd) of tlie Agency
Loan Agreement (added by,Section 1(f) of the First Modification Agreement) is hereby deleted
in its entirety and replaced with the following:
" "Revised Approved Scope of Rehabilitation Work" shall mean the revised scope
of rehabilitation Nvork approved by the,Agency, attached to and incorporated in the
Second Modification Agreement as Exhibit C „ but which may be amended with approval
of the Agency as set forth in the,Agreement.”
(1) Agency•Loan. Section 2.1 of the Agency Loan Agreement of the First
Modification Agreement is hereby deleted in its entirety andYcplaced with the following:
1;;2vCVd>0�1
4
"2.1 Loan
"The Agency shall loan to the�Borrower the Loan in the principahamount not to
exceed Eight Million Two Hundred. Forty -Three Thousand Dollars ($8;243,000) for the
purposes set forth in:Section' 2.3 of thi's Agreement. The obligation to repay the Loan
shall be evidenced by tlie.Note in.the form provided by the Agency:
For the purposes of this Article 2, the Loan shall be treated in three (3) separate
components:
i. The "AcquisitiowComponent "'shall be in'an amount up to
Five Million Three Hundred Twenty= Four Thousand One Hundred Twenty-Three;
($5,324,123). The Acquisition Componentshall be used by Borrower to pay specified
acquisition and predevelopment costs.
ii. The "Completion Component" shall be,in an amount not to
exceed One Million Two Hundred and Fifty -Two Thousand Dollars ($1,252,000); subject
to increase in the sole discretion of the Executive Director. The Completion Component
shall be used by Borrower to pay'down the Bond Loan.
iii. The "Conversion: Component" shall be in an amount of One
Million Six Hundred Silty -Six Thous'and,Eight Hundred "Seventy -Seven Dollars
($1,666,877) or the balance of the Loan. wliichever is less; and is intended to provide
additional permanent financing to the Borrower."
(g) Conditions to Disbursemcntaof Completion Component. Section
2.5(b) of the Agency Loan Agreement i's herebydeleted in its entirety and replaced with the
following:
"(b) The Completion Component The Completion Component of the Loan shall be
disbursed in accordahce with the following provisiohs of this Seclion.2.5(b). The
Agency shall not be obligated to.make'any'disbursements of the Completion Component
of the-Loan unless the following conditions precedent are satisfied prior to such
disbursement of the Agency Loan:
(i) The First.Modification Agreement and Second Modification
Agreement have been recorded against the Property in the Office of the Recorder of the
County of San Diego;
(ii) The Second Amended and Restated Agency Note has'been
executed by the Borrower and delivered to the.Agency;
(iii) A title insurer reasonably acceptable.to the Agency is
unconditionally and irrevocably committed to issue endorsement Nos. 110.6 and 108.8 or
equivalent, to the Agency's ATITA Lender's,Policyof insurance, insitring:the continued
priority of the.Agency Deed of Trust in the amount not to exceed Eight Million Two
Hundred Forty -Three "Thousand Dollars ($8,243,000)
U51 \010450;1 4
6067
(iv) The entire sum in an amount of Six Million Five Hundred
Thousand Dollars of the: Bond "Loan has been disbursed to,the,Borrower, or such lesser
amount as is needed by the Borrower to complete the Regised;Approved Scope of
Rehabilitation while satisfying the 50- percent aggregate'basis test under section
42(h)(4)(B) of the Internal Revenue Code;
(y) The Borrower shall have completed,the•rehabilitation of the
Development-, recorded .a Notice of Completion for the rehabilitation work and received a
sign -off from the City Building Department that the rehabilitation has been completed in
accordance with the Revised Approved Scope of Rehabilitation Work attached to the
Second Modification Agreemenfas Exhibit C; and
(vi) The Borrower shall have submitted a written request to the Agency
for disbursement of the Completion Component wherein,the Borrower shall certify to the
Agency-that: (A) the.emire proceeds of the Bond Loan have been disbursed to Borrower
or such lesser amount as is needed by the Borrower-to complete the Revised Approved
Scope of Rehabilitation while satisfying the 50- percent aggregate basis test under section
42(h)(4)(B) of the Internal. Revenue Code; and (B)'that the "Borrower has satisfied the 50-
percent. aggregate basis test under, section 42(h)(4)(B),ofthe Internal Revenue'Code,
accompanied by a copy of the recorded Notice of Completion and a copy of the sign -off
from the City Building Department. So long as the Agency 'finds, .to its reasonable
satisfaction, that the conditiansset forth herein have been satisfied, the Agency:shall fund
the Completion Component."
(h) Conditions to Disbursement of Conversion Component. Section
2.5(c) of the Agency Loan Agreement is deleted in its entirety and'replaced with the following:
"(c) The Conversion Component. In addition to the conditions "set forth in Section
2.5(d), the Conversion Component of the Loan shall be disbursed in accordance with the
following provisions of this-,,Section 2.5(c). The Agency shall not be obligated.to'make
any disbursements of the Conversion Component of the Loan unless the following
conditions precedent are satisfied prior to such disbursement of the Loan or will be
satisfied concurrently with -die Agency's disbursement:
(i) The Borrower has met all the requirements for disbursement of the
Completion Component pursuant;to Section 2.5(b) and the Agency has disbursed the
Completion Component;
(ii) The Borrower has converted the Bond Loawfrom,a construction loan to a
permanent loan and paid the Bond Loan down to an approximate balance of Two Million
Three Hundred Forty Thousand Dollars ($23404004
(iii) There +exists no Default nor any act, failure, omission, or condition that
would constitute an event of Default under this Agreement;
i ss?)O .74:0s 1.1
+, 6�6� r
(iv) The title insurer, has issued an LP -10 rewrite of the Agency's,2006 ALTA
Lender's Policy of Insurance insuring the priority of the Deed of Trust in,the amount of
the Loan; free of all mechanics liens:related to the rehabilitation of the- Development, and
subject only to such exceptions and exclusions as may be reasonably acceptable.to the
Agency, and containing such endorsements'as the Agencymay- reasonably require;
(v) The undisbursed proceedssof the Loan, together with other funds or firm
commitments for funds that the Borrower has obtained in connection; -with the
Development, are not less than-the amount that the Agency determines is necessary to
pay for rehabilitation of the Development and:to satisfy all of the covenants,e6mained in
this Agreement and the Regulatory Agreement;
(vi) The Tax Credit Investor has entered the Borrower and made a capital
contribution in.the approximate amount of ninety percent,(90 %) of Two Million Five
Hundred Sixty Thousand Three Dollars ($2;- 560:003); and
(vii) The Agency has received a written draw request from -the Borrower,
including certification that the conditions set'forth in Section'15(a) and Section 2:5(b)
continue to be satisfied, and setting.forth the.proposed uses of funds consistent with 'the
Approved Development Budget, the amount of'funds needed, and where applicable, a
copy of the bill or invoice covering-costs incurred or to be incurred."
G) Determination of Final Conversion Componenf Disbursement.
Section 2.6 of the Agency Loan Agreement is deleted in its entirety and replaced; with the
following:
"Reserved."
0) Repayment Schedule (Special Repayment from'Net Proceeds).
Section 2.7(b) of the Agency Loan Agreement is deleted in its entirety andreplaced with the
following:
"(b) Special Repayment from Net Proceeds of Permanent Financing. The
Borrower shall make special repayment of the Loan in a total amount equal to the Net
Proceeds of Permanent Financing.' "Net Proceeds of Permanent Financing" shall mean
the pottiorrof financing for thic Developnicnt as,approved by the Agency pursuant to the
Agency; Loar Agreement, that is nol,required to pay the costs of acquisition and
rehabilitation costs associated wiih the Development (including but not hinited to the
funding of reserves and the paymen - t of the non - deferred portion of developer fee up to
the maximum permitted in the Agency Loan Agreemem).The amount of.theNet Proceeds
of Permanent Financing shall be determiued'by the Borrower and submitted to the
Agency for approval on the date the Borrower submits the final Form 3629 cost audit for
the Developient to the California.Tax'Ciedit Allocation Committee. The amount of the
Net Proceeds of Permanent Financing shall be calculated using the actual amount.of the
permanent Approved Financing realized bythe Borrower, provided'that- Borrower
provides sufficient evidence that the actual,amount of permanent App'roi:ed Financing
realized by Borrower is the maximum amount tliat Borrower could secure for the
11;2 \0''V45011 4
'x;6069
.Development applying, reasonable; underwriting .standards, and - the,actual amount of the
limited partner equity contribution. The Borrower shall also submit to the Agency any
additional documentation sufficient to verify the amount of the Net Proceeds of
.Permanent Financing. The Agency, shall approve, or disapprove Borrower's, determination
.Of the amount of the Net ,Proceeds of_ Permanent, Financing in writing within thirty (30)
days of its receipt of Borrower's cost audit and supplemental documentation. If
Borrower's determination is disapproved by the Agency, Borrower shall.re- submit
documentation to the,Agency until Agency approval is;obtained. The Net Proceeds of
Permanent Financing shall be due the Agency from the Borrower no later than five (5)
days following the date Borrower receives its final capital contribution from the
Borrower's limited•partner:investor. As of the date of the Agreement, this final capital
contribution is expected to be received on or before August 30, 2010."
(k) Tax Credits; Limited Partner Approval and Equity Gap.
Requirements: Section 3.3 of the'Agency Loan Agreement is deleted units entirety and
replaced with the following:
"3.3 Tax Credit Limited Partner and Equity Gap.Requirements. The Agency
hereby approves Union Bank of California. N.A. as the low- income housing tax credit
limited partner investor. As- described in Recital E of the Modification Agreement, the
loss of the original investor limited partner and the fiscal crisis created an equity gap of
approximately Five Hundred Sixty -Two Thousand Dollars ($562,000)."
(1) Completion of Rehabilitation. Section 3.7 of the Agency Loan
Agreement is deleted in its entirety and replaced with the following:
"Borrower shall_ diligently prosecute rehabilitation of the.Development.to
completion as set forth in the Schedule of Performance, and shall cause the completion of
the rehabilitation of the Development no later than November 30. 2009, as set forth in the
approved Schedule of Performance attached to and incorporated in the Second
Modification Agreement as,Exhibit C."
2. Amendmentto AlZency'Deed of Trust. The Agency Deed of Trust is hereby
amended as follows:
(a) Seciion_I.I. Section I.1 of the Agency Deed of Trust is hereby deleted in
its entirety and replaced with the following:
"The term "Loan Agreement" means that certain Loan Agreement between
Trustor and Beneficiary.'of evcndatc herewith, as amended.bv the First
Redevelopment Agency Loan Modification Agreement dated as of April 21,
2009, and as further amended by the Second Redevelopment Agency Loan
Modification Agreement dated as of October 20, 2009, providing for the
Beneficiary to loan to the Trustor Eight Million Two Hundred Forty -Three
Thousand Dollars'($8,243,000) for the acquisition, rehabilitation, and permanent
financing of the Property."
i;,w \7.1 ,n,1 4
r. ,r
(b) Section 1.3. Section 1.3 of the Agency Deed of Trust is hereby deleted in
its entirety and replaced with the following:
"The term "Note" meansthe "Second Amended and Restated Agency
Promissory Note in the principal amount of Eight Million Two Hundred Forty -
Three Thousand Dollars ($8;243;000) dated October 20, 2009,- executed'by the
Trustor in favor of the Beneficiary, the,payment of which is secured by-this Deed
of Trust. (A copy of the Note is on-file with the Beneficiary and terms and
provisions of the Note are ineorporated herein by reference.)"
3. Amended Agency Promissory Note and Close of Escrow. Concurrently with
the execution of this Second Loan Modification Agreement, (i) the Borrower will,execute and
deliver into escrow, in a form provided by the,Agency,,a Second Amended:and Restated Agency
Promissory Note in the amount of Eight Million Two Hundred Forty -Three Thousand Dollars
($8,243,000) ( the "Second Amended Agency Note "); (ii) the original of this Second
Modification, Agreement shall be recorded against the Property, (iii) the First Amended and
Restated Agency Note shall be cancelled and'returned to the Borrower, (iv), the, :executed Second
Amended Agency Note shall be delivered to the Agency, and (v) Chicago Title Company shall
issue endorsement Nos. 110.6 and 108.8 or equivalent, to;the Agency's.ALTA Lender's Policy of
insurance, insuring the continued priority of.the Agency Deed of Trust in the amount. of Eight
Million Two Hundred Forty -Three Thousand'Dollars ($8,243,000).
4. Attorney's Fees Enforcement..If,any attorney is engaged by any party hereto to
enforce or defend any provision of this Second Modification Agreement, She prevailing party or
parties shall be entitled to costs and reasonable attorneys fees.
5. Effective Date. This Second Modification Agreement and amendments and
deletions described in this Second Modification Agreement shall be effective as of the, date first
set forth above.
6. Full Force and Effect. Except as set, forth in the First Modification Agreement,
and this Second Modification Agreement, the Loan Documents remain unmodified and are in
full force and effect.
7. Successors and Assigns. This Second Modification Agreement shall be binding
on and inure to the benefit of the legal representatives, heirs, successors an&assignsof the
parties.
8. Invalidity. Any provisiomof this Second Modification Agreement which is
determined by a courtmto be invalid or unenforceable shall be deemed severed here -from and the
remaining provisions shall remain in full force and effecl.as if the invalid or unenforceable
provision had not been a'part hereof.
9. Headings. The headings "used in this Second Modification Agreement are for
convenience only and shall be disregarded in interpreting the substantive provisions of this
Second Modification Agreement.
III Hi2\7d 50 14
60'7���
10. , _California Law. This Second Modification;Agreeent shall be governed by and
construed in accordance with the laws,of the State of m
Califomia.
11. Counterparts. This Second Modification Agreement,may be signed by the
different parties hereto in counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same agreement.
[Signature Page Follows]
ss7w2a4;os1 .1
0
bbl
IN WITNESS WHEREOF, the parties have,executed this'Agreemenbas of the day first
above written.
BORROWER:
OAK KNOLL HOUSING ASSOCIATES, L.P., a
California limited partnership
By: Fallbrook Renaissance LLC, a California
limited liability company, its,general "partner
By: Community HousingWorks, a
California nonprofit corporation
Its: Sole Njqmber
By i (/
n e B. Wilson,
�- Se for Vice President, Housing
and Real Estate Development
AGENCY:
POWAY REDEVELOPMENT AGENCY, a public
body corporate and politic
By: — y ^�
Rod Gould, Executive Director
Approved as to Form:
GOLDFARB & LIPMAN LLP
Agency Special Counsel
By:
Polly V. Marshall
l�
6073
IN WITNESS WHEREOF, the panies have executed this Agreement as of the day first
above written.
BORROWER:
OAK KNOLL HOUSING ASSOCIATES. L.P., a
California limited partnership
BY: Fallbrook Renaissance LLC, a California
limited liability company, its general partner
By: Community HousingWorks, a
California nonprolit corporation
Its: Sole Member
By:
AGENCY:
.Anne B. Wilson,
Senior Vice President, Housing
and Real Estate Development
POWAY REDEVELOPMENT AGENCY, a public
body corporate and politic
BY:
Rod Gould, Executive Director
Approved as to Form:
GOLDFARB & LIPMAN LLP
Agency Special Counsel �t
By: J •�
Poll V. Marshall
10
1554D02v45051 d
6074
STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO
�,a�� )
On � ibEy 2n, hOU"I , before me. WAS Notary
Public, personally appeared 0) L , proved to nee on the
basis of satisfactory evidence to be the persons whose name /are subscribed to the within
instrument and acknowledged to me thalQ shelt4ey executed the same in eir
authorized capacityO, and that 1s ketr signature(sfi;on the instrument the personf4, or
the entity upon behalf of which the person( acted. executed the instrument.
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.
gw�
J. .-..
STATE OF CALIFORNIA
COUNTY OF SAN DIEGO
On
before
Notary
Public, personally appeared / / , proved to me on the
basis of satisfactory evidence to be th ers (s) whose am ( 1s re subscribed to the within
instrument and acknowledged, to me that he/ i /they e. uteri the same in his /hOtheir.
authorized paci (ies), and that by his 1e /their m (s) on the instrument th ers (s), or
the entity upon behalf of which the 1er (s) 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 n1y hand and official seal.
L Not y Public
I �i' \i 2\74;0; 1 .1
LUCILLE MARY GULLI
Cann swn No. 1812855
NOTARY PUBLIC - CALIFORNIA
SAN DIEGO COUNTY
A y Cann E yim September 12, 2012
6��y •
EXHIBIT A
•
LEGAL DESCRIPTION OF THE PROPERTY
The land is situated in the City of Poway, County of San Diego, State of California, and is
described as follows:
THOSE PORTIONS OF THE SOUTHIMST QUARTER OP THE SOUTHWEST QUARTER OF PECTION 14
AND OF THE NORTHEAST QUARTER OF THE NORTHWEST QUA2'1'PR.OF SECTION 23, TCMNSHTP 14
SOUTH, RANGE 2 WEST, SAN BERNARDINO VERIDIAN, 'IAA THE COUNTY OY SAN DIEGO, State.
of California, ACCORDING TO UNITED STATES GOVERIRIF.NT SURVEY, APPROVED NOVEMBER
19, 1880 AND AUGUST 29, 1890, DESCRIBED AS FOLLOWS:
00POIENCING AT A POINT WHICH IS 30.00 FRET DISTANT SO171TIERLY MEASURRD AT RIGHT
ANGLES, FROM THE CENTER LIRE OF THE 40.00 FOOT WIDE COUNTY ROAD TO POWAY, SAID
POINT 05' COF4•IENCEMENT BEARING NORTH 59° 54' 20- EAST 454.09 FEET FROM T[R POINT
OF INTERSECTION OF THE SOUTHERLY LINE OF SAID SECTION 14, WITH THE CEUT'ER LINE
OF MISSION ROAD 1 -A, AT STATION 378 +70.90 THF,RPOF, AS SHOWN ON BHREIT 15 OF THE
I%P OF 9AIU M15SMN 1tOAD 1 -A, SAN DIEGO COUNTY HIGHWAY COPR4I 1M
OFFICE OF THE SURVEYOR OF SAID COUNTY AI4D SAID POTNT OF 114TE EC7T C�
NORTH 88° 51. 00" WEST 3955.'50 FEET FRom,THF SOUTHFAST CORNS
THENCE NORTH 83° 20' 00- EAST AL014G A LINE PARALLSI. WITH AN
AT RIGHT ANGLES 90UT'HRRLY FROM. TBE CENTER LItTE OF SAID COUNT' RoAft"UOU400 wo
235.38 M--r TO THE 'MUE POINT OF BEGINNTUG; THENCE CONTT.NdTN 1f
EAST ALONG SAID PARIA—H!, LINE 239.55 FEET TO THE NORTHWEST CO
OF THE SOUTHEAST QUAR'rER OF THE SOUTHWEST QUARTER OF SAID SECTION I4, CC` +vEYED
TO THE BALE Or ITALY NATIONAL TRUST AND SAVTNOS ASSOCIATTON, TO EDWARD C. NC
ALEFS, ]IT U8, BY DEED DATED JULY 1, 192? AIT: RECORDED IN 13CXOR 1351. PACE 278 OF
DEEDS; THENCE SOUTH 00° 43' UO" WF9T ALONG THE HES'T16.LY LINE OF 9AIO FORTION
CONVEYED TO MC ALEES AND ALONG THE SOUTHERLY PROLONGATION OF SAID FTESTFRLY
LINg, A DSST. +4TCE OF 330.00 FEET; THENCE .SOUTH 03e 29' 15^ WEST 224.94 FEET;
THENCE SOUTH 70° 06' 45" WEST 34,82 FEET; .THENCE NORTH 00' 43' 00" RAST ,15.00
FEET TO THE TRUE KJINT OF 11RGINNTNG.
0; till
A-1
1152\(074q)514
60.76
TRUE COPY CERTIFICATION
(Government Code 27361.7)
San Diego
Place of Execution
I certify under penalty of perjury that this material is a true copy of the original
material contained in this document.
L / I / U �A 0/1 /1 /1 Al
Date Signature of Declar nt
WA vwn- V7-""
Type or Print Name
Rx F.r #R91 (611-03)
6077
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
The land is situated in the City of Poway, County of San Diego, State of California, and is
described as follows: '
THOSE PORTIONS OF THE SOUTHEAST QUARTER OF THE. SOUTHWEST QUARTER OF
SECTION 14 AND OF THE NORTHEAST 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 UNITED STATES
GOVERNMENT SURVEY, APPROVED NOVEMBER 19, 1880.AND AUGUST 29, 1890, DESCRIBED
AS FOLLOWS:
COMMENCING AT A POINT WHICH IS 30.00 FEET DISTANT SOUTHERLY MEASURED AT
RIGHT ANGLES, FROM THE CENTER LINE OF THE 40.00 FOOT WIDE COUNTY ROAD TO
POWAY, SAID POINT OF COMMENCEMENT BEARING NORTH 59° 54' 20" EAST 454.09 FEET
FROM THE POINT OF INTERSECTION OF THE SOUTHERLY LINE OF SAID SECTION 14, WITH
THE CENTER LINE OF MISSION ROAD I -A, AT STATION 378 +70.90'THEREOF, AS SHOWN ON
SHEET 15 OF THE MAP OF SAID MISSION ROAD 1 -A, SAN DIEGO COUNTY HIGHWAY
COMMISSION ON FILE IN THE OFFICE OF THE SURVEYOR OF SAID COUNTY AND SAID
POINT OF INTERSECTION BEARING NORTH 880 57' 00" WEST 3955.50 FEET FROM THE
SOUTHEAST CORNER OF SAID SECTION 14; THENCE NORTH 83° 20'00" EAST ALONG A LINE
PARALLEL WITH AND 30.00 FEET DISTANT AT RIGHT ANGLES SOUTHERLY FROM THE
CENTER LINE OF SAID COUNTY ROAD TO POWAY, 239.38 FEET TO THE TRUE POINT OF
BEGINNING: THENCE CONTINUING NORTH 83° 20' 00" EAST ALONG SAID PARALLEL LINE
234.55 FEET TO THE NORTHWEST CORNER OF THAT PORTION OF THE SOUTHEAST
QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION 14, CONVEYED TO THE BANK
OF ITALY NATIONAL TRUST AND SAVINGS ASSOCIATION, TO EDWARD C. MC ALEES, ET
UX, BY DEED DATED JULY 1, 1927 AND RECORDED IN BOOK 1361, PAGE 278 OF DEEDS;
THENCE SOUTH 000 43' 00" WEST ALONG THE WESTERLY LINE OF SAID PORTION
CONVEYED TO MC ALEES AND ALONG THE SOUTHERLY PROLONGATION OF SAID
WESTERLY LINE, A DISTANCE' OF 330.00 FEET; THENCE SOUTH 63'29' 15" WEST 224.94 FEET;
THENCE SOUTH 700 08' 45" WEST 34.82 FEET; THENCE NORTH 00° 43' 00" EAST 415 00 FEET
TO THE TRUE POINT OF BEGINNING.
A -1
1552 \02 \745051 4
GOVERNMENT CODE 27361.7
I CERTIFY UNDER PENALTY OF PERJURY THAT THE NOTARY SEAL ON THE
DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED READS AS FOLLOWS:
Name of the Notary: NEc� % 0 c NS
6074
Commission Number: 177 2� 7q 7 I Date Commission Expires: DEL 2-51Z,011
County Where Bond is Filed: b I C w
Manufacturer or Vendor Number: /V /V
(Located on both sides of the notary seal border)
Signature
Place of Execution
Rec. Form NR 10 (Rev 7/961
I
Firm Name (if applicable)
�m V0 k-- chIL.,iw
(To Date: J/ �`% )-0 ! o
EXHIBIT B
E
APPROVED DEVELOPMENT BUDGET
(Revised and dated as of October 20, 2009)
I. Direct Costs
1 Off -Site Improvements
2 Demolition
3 On- Sites /Landscaping
4 Parking
5 Shell Construction - Residential
6 Shell Construction - Community Room
7 FF &E /Amenities
8 Contingency
Total Direct Costs
II. Indirect Costs
9
Architecture & Engineering
10
Permits & Fees
11
Utility Deposit
12
Legal & Accounting
13
Taxes & Insurance
14
Developer Fee
15
Marketing /Lease -Up
16
Contingency
Total Indirect Costs
III. Financing Costs
17 Predevelopment Loan Fee
18 Predevelopment Loan Interest
19 Loan Fees - Bridge Loan
20 Interest During Bridge - Bridge Loan
21 Interest During Bridge - Agency Loan
22 Loan Fees - Conventional Loan
23 Interest During Construction
24 TCAC Fees /Syndication Costs
25 Interim Operating Reserve /Bridge
Final
10/20/2Q09 4/21/2009 Difference
0
0
0
0
0
0
0
0
0
0
0
0
2,719,535
2,182,789
(536,746)
194,093
201,593
7,500
20,000
15,000
(5,000)
0
233,328
233;328
2,933,628
2,632,710
(300,918)
216,915
217,715
800
17,391
20,000
2,609
25,000
25,000
0
44,965
45,000
35
24,420
39,000
14,580
1,518,774
1,518,774
0
10,000
10,000
0
32,420
74,288
41,868
1,889,885
1,949,777
59,892
0
0
16,945
10,296
(6,649)
33,000
33,000
0
115,694
101,718
(13,976)
0
0
0
293,751
276,191
(17,560)
250,726
210,067
(40,659)
147,722
147,574
(148)
0
0
0
B -1
1?5?\02\74�O51 4
6074
W'7qA •
29 Acquisition Land
2,390,000
2,390,000
0
30 Acquisition Building
4;890,000
4,890,000
0
26 Operating /Lease -Up Reserve
113,695
111,860
(1,835)
27 Replacement Reserve - Initial Deposit
0
0
0
28 Resident Services Staff - Bridge Period
829,753
0
0
Total Financing Costs
971,533
890,706
(80,827)
IV. Capitalized Reserve Fund
53,063
33,000
(20,063)
V. Total Development Costs excluding
Acquisition 5,848,109 5,506,193 (341,916)
VI. Acquisition /Relocation Costs
29 Acquisition Land
2,390,000
2,390,000
0
30 Acquisition Building
4;890,000
4,890,000
0
31 Closing Costs
38,793
27,500
(11,293)
32 Extension Fees
60,000
60,000
0
33 Relocation Costs
829,753
733;346
(96,407)
Total Acquisition /Relocation Costs
8,208,546
8,100,846
(107,700)
VII. (Less) Operating Income During Bridge
0
0
VIII. Total Development Costs including Acq.
14,056,655
13,607,039
(449,616)
Sources of Proceeds:
First Mortgage
2,340,000
2,340,000
0
AHP
0
0
0
City of Poway
7,429,000
7,429,000
0
City of Poway- Additional Gap Financing
814,001
561,242
252,759
Utility Deposit
25,000
25,000
0
Income from Operations
205,238
119,238
86,000
Deferred Developer Fee
0
0
0
GP Loan
210,000
210,000
0
GP Capital
362,556
362,556
0
LP Capital
2,670,860
2,560,003
110,857
Total Sources of Proceeds
14,056,655
13,607,039
449,616
13 -2
552 \02\74;05IA
•
EXHIBIT C 1 6080
REVISED SCOPE'OF'REHABIL;ITATION
C -1
fill
•
Oak Knoll Villas
Scope of.Work
Updated October 07, 2009
Description
Oty.
Total
sitework
Demolition (including abatement)
182,823
Grading
13,645
Erosion control
S,748
2' Overlay with tack coat in porkinglot and sniping
41,151
Misc. cancrete work (PCC paving)
25,639
Dornestie water distribution
26.502
Dry Utilities (including Community Building)
30,010
Fence 8 gate around tot lot
3.1132
Toll lot and site fumishinas (ie. benches and hbc •
35.587
! andscapino
95.16&
Total Site•.vork
463,465
Structures
Framing (Rough Carpeniy)
57,759
Finish Carpentry (door hard•.vare, mist ?
10.400
Roofing
2411;832
Re:heet roofs 8 repair roof joists
51.46=
l•Vaterproofing and related
37,70°.
'"Windows
65.637
Orn.all Repair (Gypsum Bcard - Dr:.vall)
60.85'
Lincleum Flooring (Bathroom)
52
1 1.137
Linoleum F loorim3 (Kitchen)
15
22,026
Carpet
25.30`
Pai mina
83,7,30
Kachen CaLinets
°2
138,017.
Kdchen +_oonterops
52
38,431
3athroom Cabinets 3 Countertops
`2
46,072
Vertical 'oiinds
5: 7 T 1
Plumbing
20':7+'
Removal and replacemen;cf Kitchen Sinn, & Faucets
6u: atovt
GarbageCispo;als
�%
intatav�
RemoSe Z Reinstall Toilets(existina_ toiled
Tvb15 ho•.ver`urround
`2
me aline
11 e:: Boxer systems (£) including complete repiee hot v:aier
tro: atcve
Gas pioing for v:ater heaters - htc roof sum, ons
m
-.r 3
4. 1 ^3b
Install tem,orary boiler
HV:.0
81,13 c
Electrical
.30.7 20
Install e =Cl receotaeles at bothroms and ..,driens,
..I,- at-we
Boll °r;)o\ver 65(1lbution, 4111c miler; ers) —
inr_dPOv2
Installs volt ,nicke detector at b=droc•ms and hall.
in•: a"a�e
Install 2 tra nsferaas and therm--,-.at per unit
fm: atr:.a
D i ?- >]niwcl existlno radir:ni heatmi:
tin: aF.:,�e
Reroute existm^ a • terior e; irima
211.1. 1
H,iir dmied Stltokc •:Icteaors
14,8•.:
C_7
15j' \(I_' \7431151 4
I1®
Oak Knoll Villas 6'0`8 2
Scope of Work
Updated October 07, 2009
Description
Qty.
Total
Site_work
Demolition (including abatement)
182,823
Grading
13,645
Erosion control
5,748
2" Overlay with tack coat in parking lot and striping
41,151
Misc.concrete work(PCC paving)
25,639
Domestic water distribution
26,502
Dry Utilities (including Community Building)
30,010
Fence & gate around tot lot
3,192
Tot lot and site furnishings (ie. benches and bbq)
39,587
Landscaping
95,166
Total Sitework
463,465
I
_Structures
Framing (Rough Carpentry)
57,759
Finish Carpentry (door hardware, misc.)
101400
Roofing
211,832
Resheet roofs & repair roof joists
51,464
Waterproofing and related
37,708
Windows
65,637
Drywall Repair (Gypsum Board - Drywall)
60,858
Linoleum Flooring (Bathroom)
52
11,137
Linoleum Flooring (Kitchen)
15
22,629
Carpet
52
25,305
Painting
83,760
Kitchen Cabinets
52
136,017
Kitchen Countertops
52
38,481
Bathroom Cabinets & Countertops
52
46,072
Vertical Blinds
5,171
Plumbing
263,792
Removal and replacement of Kitchen Sinks & Faucets
inc above
Garbage Disposals
52
inc above
Remove & Reinstall Toilets (existing toilet)
52
inc above
Tub /Shower Surround
52
inc above
New Boiler systems (6) including complete repipe hot water
inc above
Gas piping for water heaters - Inc roof supports
inc above
Repipe cold water to bldg's
41,286
Install temporary boiler
4,046
HVAC
52
81,985
Electrical
80,720
Install GFCI receptacles at bathrooms and kitchens
inc above
Boiler power distribution (inc sleepers)
inc above
Install 9 volt smoke detectors at bedrooms and hall
inc above
Install 2 transfer fans and thermostat per unit
inc above
Disconnect existing radiant heating
inc above
Reroute existing exterior wiring
20,317
Hardwired smoke' detectors
10,800
1 of 2
1552 \02 \745051.4 C-2
Oak Knoll Villas O O
Scope of Work
Updated October 07, 2009
Description
EQty.
Total
Exterior Site Lighting
10,852
Rough /Final Clean
51,405
Total Structures
1,429,434
Other Misc.
Temporary Relocation
15,694
Mold Remediation
36,750
North Laundry Room Upgrade
9,758
Exterior Upgrades
283,634
Accessible Units (3)
3
33,013
Oven Range for Accessible Units (3)
3
2,579
Supervision
9,462
Community Building
197,912
Total, Other Misc.
588,802
GC Profit & Overhead
General Conditions
F29,080 ,070
GC Fee
,978
Bond
Insurance
38,548
Total, GC Profit & Overhead
367,676
Total Direct and Indirect Cost
2,849,376
2 oft
1552 \02 \745051 4 C-3